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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 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
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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 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
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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/ Xxxxx X. Xxxxx
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Title: Vice President and Secretary
FLORISTS' TRANSWORLD
DELIVERY, INC.
By /s/ Xxxxx X. Xxxxx
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Title: Vice President, General Counsel
and Secretary
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxxxxx Xxxxxxx
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Title: Vice President
MICHIGAN NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxx
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Title: Relationship Manager
NBD BANK
By /s/ Xxxx X. Xxxxxx
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Title: First Vice President
COMERICA BANK
By /s/ Xxxxxxx X. XxXxxx
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Title: Vice President
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XXXXXX TRUST AND
SAVINGS BANK
By /s/ Xxxxx X. Xxxxx
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Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Xxxx X. Xxxxxx
--------------------------
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/ Xxxx Xxxxxx
--------------------------
Title: Senior Vice President
