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EXHIBIT 10 (b)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT (this "Amendment"), dated as of November 21, 1996,
among FTD Corporation ("Holdings"), Florists' Transworld Delivery, Inc. (the
"Borrower"), the lenders party to the Credit Agreement referred to below
(the "Banks"), and Bankers Trust Company, as Agent (in such capacity, the
"Agent"). Unless otherwise defined herein, capitalized terms used herein
shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of December 19, 1994 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to further amend the Credit Agreement
as herein provided;
NOW THEREFORE, it is agreed:
1. Section 8.07 of the Credit Agreement is hereby amended by deleting
the words "former FTD Members following their termination of Membership in
the New Association" appearing in clause (iv) thereof and inserting the
words "former or current FTD Members" in lieu thereof.
2. Section 8.09 of the Credit Agreement is hereby amended by inserting
the words ",leased and/or relocated" after the words "until a Specified
Property is sold" appearing in the proviso of clause (d) thereof.
3. Section 8.10 of the Credit Agreement is hereby amended by deleting
the references to the amounts "$23,000,000", "$24,000,000", "$26,000,000"
and "$27,000,000" respectively set forth opposite the references to the
dates "September 30, 1996", "December 31, 1996", "March 31, 1997" and "June
30, 1997" appearing therein and inserting the amounts "$19,100,000",
"$19,000,000", "$20,000,000" and "$21,000,000" respectively in lieu thereof.
4. Section 8.11 of the Credit Agreement is hereby amended by deleting
the references to the ratios "1.70:1:00", "1.80:1:00", "2.00:1:00" and
"2.10:1:00" respectively set forth opposite the references to the dates
"September 30, 1996", "December 31, 1996", "March 31, 1997" and "June 30,
1997" appearing therein and inserting the ratios "1.56:1:00", "1.57:1:00",
"1.69:1:00" and "1.77:1:00" in lieu thereof.
5. Section 8.13 of the Credit Agreement is hereby amended by deleting
the references to
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the period "Fiscal year ending June 30, 1997" and the ratio "4.2:1.0"
appearing opposite such period, each in the chart appearing therein and
inserting the following periods and ratios in lieu thereof:
"July 1, 1996 through and including September 30, 1996 4.2:1.00
October 1, 1996 through and including December 31, 1996 4.25:1.00
January 1, 1997 through and including June 30, 1997 4.2:1.00"
6. Section 8.14 Fixed Charge Coverage. The Borrower will not permit
the Fixed Charge Coverage Ratio for any Test Period ending on a date set
forth below to be less than the ratio set forth opposite such date:
Date Ratio
---- -----
September 30, 1996 .87:1.00
December 31, 1996 .80:1.00
March 31, 1997 .84:1.00
June 30, 1997 .88:1.00
The last day of each fiscal quarter
of the Borrower thereafter 1.00:1.00"
7. Section 8.15 of the Credit Agreement is hereby deleted in its
entirety and the following new Section 8.15 is inserted in lieu thereof:
"8.15 Minimum Consolidated Net Worth. The Borrower will not permit its
Consolidated Net Worth at any time during a period set forth below to be
less than the amount set forth opposite such period:
Period Amount
July 1, 1996 through and including March 31, 1997 $22,000,000
April 1, 1997 through and including June 30, 1997 $21,300,000
Fiscal Year Ending June 30, 1998 $23,000,000
Fiscal Year Ending June 30, 1999 $28,000,000
Fiscal Year Ending June 30, 2000 $35,000,000
8. Notwithstanding anything to the contrary contained in Section
8.08(iv) of the Credit Agreement, so long as the conditions set forth in
such Section are satisfied and either (x) Consolidated EBITDA for the Test
Period ending on June 30, 1997 is greater than or equal to $23,400,000, the
199% (i.e., $600,000) of the management fee payable to the Providers in
respect
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of the Borrower's fiscal year ending on June 30, 1997 shall be
permitted to be made or (y) Consolidated EBITDA for the Test Period ending
on June 30, 1997 is less than $23,400,000 but greater than or equal to
$22,200,000, then no more than 50% (i.e., no more than $300,000) of the
management fee payable to the Providers in respect of the Borrower's fiscal
year ending on June 30, 1997 shall be permitted to be made.
9. In order to induce the Banks to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants that (x) no Default
or Event of Default exists on the Third Amendment Effective Date (as
hereinafter defined), both before and after giving effect to this Amendment
and (y) all of the representations and warranties contained in the Credit
Documents shall be true and correct in all material respects on the Third
Amendment Effective Date, both before and after giving effect to this
Amendment, with the same effect as though such representations and
warranties had been made on and as of the Third Amendment Effective Date (it
being understood that any representation or warranty made as of a specific
date shall be true and correct in all material respects as of such specific
date).
10. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
11. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
12. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of
the State of New York.
13. This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when (i) each of Holdings, the Borrower and the
Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Agent at its Notice Office and (ii) the Borrower
shall have paid to the Agent for pro rata distribution to the Banks which
have signed a counterpart of this Amendment on or prior to 5:00 p.m. (New
York time) on November 22, 1996 an amendment fee equal to $116,793.
14. From and after the Third Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement after
giving effect to this Amendment.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Waiver to be duly executed and delivered as of the date
first above written.
FTD CORPORATION
By /s/ Scott D. Levin
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Title: Vice President and Secretary
FLORISTS' TRANSWORLD
DELIVERY, INC.
By /s/ Scott D. Levin
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Title: Vice President, General Counsel
and Secretary
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Christopher Kinslow
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Title: Vice President
MICHIGAN NATIONAL BANK
By /s/ Jeffrey W. Billig
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Title: Relationship Manager
NBD BANK
By /s/ Gary C. Wilson
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Title: First Vice President
COMERICA BANK
By /s/ Phyllis D. McCann
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Title: Vice President
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HARRIS TRUST AND
SAVINGS BANK
By /s/ Peter J. Dancy
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Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Gary C. Wilson
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Title: First Vice President
IMPERIAL BANK
By /s/ Ray Vadalima
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Title: Senior Vice President
CAISSE NATIONAL DE
CREDIT AGRICOLE
By /s/ Dean Balice
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Title: Senior Vice President