AMENDMENT AGREEMENT NO. 3
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment Agreement") is made and entered into as of this 6th day of
November, 2000, by and among GERALD STEVENS, INC., a Florida corporation (the
"Parent"), GERALD STEVENS RETAIL, INC., a Delaware corporation (collectively
with the Parent, the "Borrower"), BANK OF AMERICA, N.A., successor by merger of
NationsBank, N.A., a national banking association, as Agent (the "Agent") for
the Lenders parties, from time to time (the "Lender" or "Lenders" as the case
may be), to the Credit Agreement described below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and Bank of America, N.A., as Lender,
have entered into an Amended and Restated Credit Agreement dated June 4, 1999,
as amended by Amendment Agreement No. 1 dated as of June 13, 2000 and Amendment
No. 2 dated July 31, 2000 (the "Credit Agreement") pursuant to which the Lender
has agreed to make available to the Borrower a revolving credit facility of up
to $36,000,000; and
WHEREAS, each Subsidiary of the Parent (other than the Borrower) (each
a "Guarantor" and collectively the "Guarantors") have executed a Facility
Guaranty pursuant to which the Guarantors have guaranteed the payment and
performance of the Borrowers' Obligations arising under the Credit Agreement;
and
WHEREAS, the Borrower has requested that the Lender make available to
the Borrower a short term working capital facility of $7,000,000 in addition to
the revolving credit facility and that the Credit Agreement be further amended
pursuant to the terms and conditions set forth herein; and
WHEREAS, the Lender is willing to provide the additional working
capital facility and to so amend the Credit Agreement upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:
1. Definitions. The term "Credit Agreement" as used herein and in the
Loan Documents shall mean that certain Credit Agreement as heretofore and hereby
amended and as from time to time further amended or modified. Unless the context
otherwise requires, all capitalized terms used herein without definition shall
have the respective meanings provided therefor in the Credit Agreement.
2. Amendments. Subject to the conditions set forth herein, the Credit
Agreement shall be and hereby is amended, effective as of the date hereof, as
follows:
1
<PAGE>
(a) The Lenders shall continue to make Advances, Swing Line
Loans and issue Letters of Credit subject to the terms of the Credit
Agreement and Amendment No. 3; provided, however, that Eurodollar Rate
Loans shall not be available pursuant to Sections 2.1 and 2.8 and all
Loans shall bear interest at the Base Rate.
(b) The following new definitions are hereby added to Section
1.2 in the appropriate alphabetical order:
"Amendment No. 3" means Amendment Agreement No. 3
dated November 6, 2000 to this Agreement.
"Bank of America" means Bank of America, N.A.
"Blocked Account" means one or more accounts
established by the Agent for the benefit of the Agent and the
Lenders over which the Agent shall have complete dominion and
control in accordance with the terms of the Blocked Account
Agreement.
"Blocked Account Agreement" means the Blocked Account
Agreement in the form of Exhibit L executed by the Parent and
its Subsidiaries and delivered to the Agent for the
establishment of the Blocked Accounts, as the same may be
amended, modified, supplemented or restated from time to time.
"Tier I Proceeds" means the first $7,000,000 (on a
cumulative basis) of the Net Proceeds from the sale of Maple
Lee Farm `N' Garden Center, Avant Gardens and all Asset
Dispositions occurring after the date of Amendment No. 3.
"Tier II Proceeds" means the next $3,000,000 after
the Tier I Proceeds (on a cumulative basis) of the Net
Proceeds from all Asset Dispositions occurring after the date
of Amendment No. 3.
"Tier III Proceeds" means the next $5,000,000 after
the Tier II Proceeds (on a cumulative basis) of the Net
Proceeds from all Asset Dispositions occurring after the date
of Amendment No. 3.
"Tier IV Proceeds" means the next $13,000,000 after
the Tier III Proceeds (on a cumulative basis) of the Net
Proceeds from all Asset Dispositions occurring after the date
of Amendment No. 3.
"Tier V Proceeds" means all of the Net Proceeds from
all Asset Dispositions after the Tier IV Proceeds occurring
after the date of Amendment No. 3.
"Total Working Capital Commitment" means an amount
not to exceed $7,000,000.
2
<PAGE>
"Working Capital Commitment" means, with respect to
each Lender, the obligation of such Lender to make Working
Capital Loans to the Borrower up to an aggregate principal
amount at any one time outstanding equal to such Lender's
Applicable Commitment Percentage of the Total Working Capital
Commitment.
"Working Capital Facility" means the facility
described in Section 2.15 hereof providing for Working Capital
Loans to the Borrower by the Lenders in the aggregate
principal amount of the Total Working Capital Commitment.
"Working Capital Loans" means any borrowing pursuant
to an Advance under the Working Capital Facility in accordance
with Section 2.15.
"Working Capital Outstandings" means, as of any date
of determination, the aggregate amount of all Working Capital
Loans then outstanding.
"Working Capital Note" means, collectively, the
promissory notes of the Borrower evidencing Working Capital
Loans executed and delivered to the Lenders as provided in
Section 2.5(c) substantially in the form of Exhibit F-3, with
appropriate insertions as to amounts, dates and names of
Lenders.
"Working Capital Termination Date" means (i) February
28, 2001 or (ii) such earlier date of termination of the
Lenders' obligations pursuant to Section 10.1 upon the
occurrence of an Event of Default, or (iii) such date as the
Borrower may voluntarily and permanently terminate the Working
Capital Facility by payment, whether mandatory or voluntary,
in full of all Working Capital Outstandings.
(c) The following definitions in Section 1.2 are hereby
amended in their entirety so that as amended they shall read as
follows:
"Advance" means a borrowing under the Revolving
Credit Facility or the Working Capital Facility.
"Applicable Margin" means from the date of Amendment
No. 3 two percent (2%) for Base Rate Loans.
"Loan" or "Loans" means, collectively, the Swing Line
Loans, the Revolving Loans and the Working Capital Loans.
"Outstandings" means, collectively, at any date, the
Letter of Credit Outstandings, Swing Line Oustandings,
Revolving Credit Outstandings and Working Capital Outstandings
on such date.
"Notes" means, collectively, the Revolving Notes, the
Swing Line Notes and the Working Capital Notes.
3
<PAGE>
"Stated Termination Date" means June 30, 2002.
"Total Letter of Credit Commitment" means an amount
not to exceed $1,750,000.
"Total Revolving Credit Commitment" means a principal
amount equal to $36,000,000, as such amount is reduced from
time to time in accordance with Sections 2.7 and 2.14.
(d) The last sentence in Section 2.1(b) is hereby deleted in
its entirety.
(e) A new subsection (d) is hereby added to Section 2.1 to
read as follows:
(d) The Borrower shall repay Revolving Credit
Outstandings by the amount of cash balances of the Parent and
its Subsidiaries, on a consolidated basis, at the end of each
Business Day. Amounts so repaid under this Section 2.1(d) may
be reborrowed in accordance with the other provisions of this
Section 2.1.
(f) The last sentence of Section 2.2(b) is hereby amended in
its entirety so that as amended it reads as follows: "Interest on each
Loan shall be paid monthly in arrears on the last Business Day of each
calendar month and upon payment in full of the principal amount of such
Loan."
(g) The last sentence in Section 2.3 is hereby deleted in its
entirety.
(h) Section 2.5 is hereby amended by adding a new subsection
(c) to read as follows:
(c) Working Capital Notes. Working Capital Loans made
by each Lender shall be evidenced by the Working Capital Note
payable to the order of such Lender in the respective amount
of its Applicable Commitment Percentage of the Total Working
Capital Commitment, which Working Capital Note shall be dated
as of the date of Amendment No. 3 or a later date pursuant to
an Assignment and Acceptance and shall be duly completed,
executed and delivered by the Borrower.
(i) Section 2.14 is hereby amended in its entirety so that as
amended it reads as follows:
2.14 Mandatory Prepayments. (a) The Borrower shall
make, or shall cause each applicable Subsidiary to make,
unless the Lenders agree otherwise, a prepayment from the
proceeds, to the extent received on or subsequent to the date
of Amendment No. 3, of (i) each private or public offering of
equity securities of the Parent or any Subsidiary (other than
securities issued by a Subsidiary to the
4
<PAGE>
Parent) in an amount equal to seventy-five percent (75%) of
the Net Proceeds of each issuance of equity securities of the
Parent or any Subsidiary (including without limitation any
security not constituting Indebtedness exchangeable,
exercisable or convertible for or into equity securities), and
(ii) the issuance of any Indebtedness for Money Borrowed
permitted by the Required Lenders, in an amount equal to one
hundred percent (100%) of the Net Proceeds from the issuance
of such Indebtedness excluding Indebtedness permitted to be
issued under Section 9.5(d), (f) and (g).
(b) The Borrower shall make, or shall cause each
applicable Subsidiary to make, unless the Lenders agree
otherwise, a prepayment from the Net Proceeds of each Asset
Disposition not otherwise permitted under Section 9.6 which is
approved by the Lender in an amount equal to (i) one hundred
percent (100%) of the Tier I Proceeds, (ii) one hundred
percent (100%) of the Tier II Proceeds, (iii) one hundred
percent (100%) of the Tier IV Proceeds, and (iv) eighty
percent (80%) of the Tier V Proceeds. No prepayments shall be
required with respect to the Tier III Proceeds.
(c) All mandatory prepayments made pursuant to this
Section 2.14 shall be (i) made simultaneously with the receipt
of such Net Proceeds and shall be accompanied or preceded by
written notice to the Agent, which notice shall include a
certificate of an Authorized Representative setting forth in
reasonable detail the calculations utilized in computing the
amount of such prepayment and (ii) applied first to
permanently reduce the Working Capital Outstandings and the
Total Working Capital Commitment and then to permanently
reduce the Revolving Credit Outstandings and the Total
Revolving Credit Commitment.
(j) A new Section 2.15 is hereby added to read as follows:
2.15 Working Capital Facility. Subject to the terms
and conditions of this Agreement, each Lender severally agrees
to make Advances to the Borrower under the Working Capital
Facility from time to time from the date of Amendment No. 3
until the Working Capital Termination Date on a pro rata basis
as to the total borrowing requested by the Borrower on any day
determined by such Lender's Applicable Commitment Percentage
up to but not exceeding the Working Capital Commitment of such
Lender; provided, however, that the Lenders will not be
required and shall have no obligation to make any such Advance
(i) so long as a Default or Event of Default has occurred and
is continuing or (ii) if the Agent has accelerated the
maturity of any of the Notes as a result of an Event of
Default; provided, further, however, that immediately after
giving effect to each such Advance, the amount of Working
Capital Outstandings shall not exceed the Total Working
Capital Commitment; provided, further, that the availability
of the Working Capital Facility shall be limited to $2,000,000
on the date of Amendment No. 3 and such availability will
increase by $1,000,000 on each one week anniversary thereafter
until the Total Working Capital Commitment is available.
Within such limits, the Borrower may borrow under
5
<PAGE>
the Working Capital Facility on a Business Day from the
Closing Date until, but not including, the Working Capital
Termination Date. Except as otherwise permitted by the Lenders
from time to time, the amount of Working Capital Outstandings
shall not exceed at any time the Total Working Capital
Commitment, and, in the event there shall be any such excess,
the Borrower shall immediately make such payments and
prepayments as shall be necessary to comply with this
restriction. If the Working Capital Termination Date occurs as
a result of subsection (i) of the definition of Working
Capital Termination Date and there is availability under the
Revolving Credit Facility on such date, the Borrower may repay
the Working Capital Outstandings with Revolving Loans to the
extent the Total Revolving Credit Commitment exceeds the sum
of the Letter of Credit Outstandings, Swing Line Outstandings
and Revolving Credit Outstandings, notwithstanding anything in
Section 2.3 to the contrary. Advances under the Working
Capital Facility may be used for working capital purposes.
Amounts may not be reborrowed under the Working Capital
Facility once repaid.
(k) A new Section 4.5 is hereby added to Article IV to read as
follows:
4.5 Blocked Accounts. As security for the full and
timely payment and performance of (a) all Obligations now
existing or hereafter arising and (ii) if applicable, the
Guarantors' Obligations under the Facility Guaranty, the
Borrower shall, and shall cause each Guarantor to, on or
before the date of Amendment No. 3, deliver to the Agent,
in form and substance reasonably acceptable to the Agent,
the Blocked Account Agreement to establish the Blocked
Accounts and shall make all payments and cause its
Subsidiaries to make all payments received from account
debtors exclusively to the Blocked Accounts. The Borrower
shall cause all credit card clearing amounts to be paid
directly to the Blocked Accounts. All receipts in the
Blocked Accounts shall be deposited daily into a deposit
account or accounts maintained by the Agent or an
affiliate of the Agent pursuant to the Blocked Account
Agreement as security for the Revolving Credit Facility
and Working Capital Facility.
(l) A new Section 6.3 is hereby added which shall read as
follows:
6.3 Conditions of Working Capital Loans. The
obligations of the Lenders to make any Working
Capital Loans hereunder on or subsequent to the date
of Amendment No. 3 are subject to the satisfaction of
the following conditions:
(a) the Agent shall have received a
Borrowing Notice;
(b) after giving effect to Amendment No. 3
the representations and warranties of the Credit
Parties set forth in Article VII and in each of the
other Loan Documents shall be true and correct in all
material respects on and as of the date of such
Advance with the same effect as though such
representations and warranties had been made on and
as of such date, except to the extent that such
representations and warranties expressly
6
<PAGE>
relate to an earlier date and except that the
financial statements referred to in Section 7.6(a)(i)
shall be deemed to be those financial statements most
recently delivered to the Agent and the Lenders
pursuant to Section 8.1 from the date financial
statements are delivered to the Agent and the Lenders
in accordance with such Section;
(c) at the time of (and after giving effect
to) each Advance, no Default or Event of Default
specified in Article X shall have occurred and be
continuing;
(d) immediately after giving effect to a
Working Capital Loan, the aggregate principal balance
of all Working Capital Loans for each Lender shall
not exceed such Lender's Working Capital Commitment
and the aggregate principal amount of Working Capital
Outstandings shall not exceed the Total Working
Capital Commitment; and
(e) Bank of America, as Lender, shall have
entered into a participation agreement, in form and
substance acceptable to it in its sole discretion,
with certain members of management of the Parent
pursuant to which such members of management of the
Parent shall agree to participate in the Working
Capital Commitment for $1,000,000.
(m) A new Section 7.22 is hereby added to Article VII which
section shall read as follows:
"7.22 Blocked Account Agreement. All obligors,
account parties and licensees of the Borrower and its
Subsidiaries have been instructed to direct all payments to
the appropriate Blocked Account."
(n) Paragraph (k) of Section 8.1 is hereby amended by deleting
the word "eight" in the second line thereof and inserting in lieu
thereof the word "thirteen".
(o) New Sections 8.22, 8.23 and 8.24 are hereby added to
Article VIII which sections shall read as follows:
"8.22 Board Member. The Parent shall permit the Agent
to designate one board member to the board of directors of the
Parent at such time as the Agent chooses to do so in its sole
discretion. The Parent shall take any and all such corporate
actions as shall be necessary to appoint such board member
promptly following such designation.
8.23 Operation Plan Analysis. The Borrower shall
provide the Agent an analysis of the Borrowers' operations,
including but not limited to an analysis of core versus
non-core business units not later than January 16, 2001."
7
<PAGE>
(p) Section 9.1 is hereby amended in its entirety so that as
amended it shall read as follows:
"9.1 Financial Covenants.
-------------------
(a) Minimum Consolidated EBITDA. Permit Consolidated
EBITDA (a) as of the end of the 3 month fiscal period ending
February 28, 2001 to be less than $7,200,000, (b) as of the
end of the 6 month fiscal period ending May 31, 2001 to be
less than $14,000,000, (c) as of the end of the 9 month fiscal
period ending August 31, 2001 to be less than $13,200,000, and
(d) as of the end of any Four-Quarter Period ending on or
after November 30, 2001 to be less than $13,750,000."
(b) Maximum Capital Expenditures. Make or become
committed to make Capital Expenditures (on a noncumulative
basis, with the effect that amounts not expended may not be
carried forward to a subsequent period) which exceed in the
aggregate in any fiscal quarter $500,000; provided, that the
Parent and its Subsidiaries may also expend up to $3,800,000
in Capital Expenditures in connection with the acquisition and
implementation of a standardized point of sale and management
information system."
(q) Section 13.5 is hereby amended by inserting the following
phrase at the end of the first sentence thereof: "and the reasonable
fees and expenses of PriceWaterhouseCoopers to follow up on work
previously performed for the Agent, as may be requested from time to
time by the Agent."
(r) Exhibit A is hereby amended in its entirety and shall be
in the form of Exhibit A attached to this Amendment Agreement.
(s) Exhibit D-1 is hereby amended in its entirety and shall be
in the form of Exhibit D-1 attached to this Amendment Agreement.
(t) A new Exhibit F-3 is hereby added to the Credit Agreement
and shall be in the form of Exhibit F-3 attached to this Amendment
Agreement.
(u) Exhibit H is hereby amended in its entirety and shall be
in the form of Exhibit H attached to this Amendment Agreement.
(v) A new Exhibit L is hereby added to the Credit Agreement
and shall be in the form of Exhibit L attached to this Amendment
Agreement.
(w) Schedule 2.14 is hereby deleted in its entirety.
3. Guarantors. Each of the Guarantors has joined into the execution of
this Amendment Agreement for the purpose of consenting to the amendment
contained herein and
8
<PAGE>
reaffirming its guaranty of the Obligations as increased by the terms of this
Amendment Agreement.
4. Borrower's Representations and Warranties. The Borrower and the
Guarantors each hereby represent, warrant and certify that:
(a) The representations and warranties made by it in Article
VII of the Credit Agreement are true on and as of the date hereof
before and after giving effect to this Amendment Agreement except that
the financial statements referred to in Section 7.6(a) shall be those
most recently furnished to each Lender pursuant to Section 8.1(a) and
(b) of the Credit Agreement;
(b) It has the power and authority to execute and perform this
Amendment Agreement and has taken all action required for the lawful
execution, delivery and performance thereof;
(c) Except as disclosed to the Lender in writing, there has
been no material adverse change in the consolidated condition,
financial or otherwise, of the Parent and its Subsidiaries, taken as a
whole, since the date of the most recent financial reports of the
Parent received by each Lender under Section 8.1 of the Credit
Agreement, other than changes in the ordinary course of business, none
of which has been a material adverse change;
(d) The business and properties of the Parent and its
Subsidiaries are not, and since the date of the most recent financial
report of the Parent and its Subsidiaries received by the Lender under
Section 8.1 of the Credit Agreement have not been, adversely affected
in any substantial way as the result of any fire, explosion,
earthquake, accident, strike, lockout, combination of workmen, flood,
embargo, riot, activities of armed forces, war or acts of God or the
public enemy, or cancellation or loss of any major contracts; and
(e) After giving effect to this Amendment Agreement, no event
has occurred and no condition exists which, upon the consummation of
the transaction contemplated hereby, constituted a Default or an Event
of Default on the part of the Parent or the Borrower under the Credit
Agreement or the Notes either immediately or with the lapse of time or
the giving of notice, or both.
5. Conditions to Effectiveness. This Amendment Agreement shall become
effective upon receipt by the Lender of the following:
(a) four (4) counterparts of this Amendment Agreement executed
by the parties hereto;
(b) a Working Capital Note in the amount of the Lender's
Working Capital Commitment duly executed by both Borrowers;
9
<PAGE>
(c) three-year warrants for 8.5% of the common stock of the
Parent with such piggy-back and demand registration, antidilution and
other rights acceptable to the Lender and similar warrants for 1.5% of
the common stock of the Parent to the Participant (as defined in the
Participation Agreement referred to in Section 6.3(a) of the
Agreement);
(d) payment to the Lender of the Net Proceeds from Asset
Dispositions in an aggregate amount off $595,000 which Net Proceeds
shall be used to immediately prepay the Working Capital Outstandings
pursuant to Section 2.14 of the Credit Agreement;
(e) an opinion of counsel for the Borrower and each of the
Guarantors in form acceptable to the Lender;
(f) copies of resolutions of the Boards of Directors of the
Borrower and each of the Guarantors authorizing the transaction
contemplated by this Amendment Agreement certified by the Secretary or
Assistant Secretary of each Borrower and Guarantor;
(g) such other instruments and documents as the Lender may
reasonably request; and
(h) payment to the Lender of all reasonable out-of-pocket
expenses of the Agent and Lender incurred in connection with this
Amendment Agreement, including reasonable fees and expenses of its
counsel.
6. Waiver and Consent. The Lender hereby waives the failure by the
Parent and its Subsidiaries to comply as at August 31, 2000 with the requirement
of Section 9.1(e). Notwithstanding the provisions of Section 9.5 the Parent may
incur up to $1,125,000 of Indebtedness in lieu of making a payment to a third
party in November 2000, so long as such Indebtedness is subordinated to the
prior payment of the Obligations on terms acceptable to the Lender.
7. Entire Agreement. The existing Loan Documents and this Amendment
Agreement sets forth the entire understanding and agreement of the parties
hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relative to such subject matter.
None of the terms or conditions of this Amendment Agreement may be changed,
modified, waived or canceled orally or otherwise, except by writing, signed by
all the parties hereto, specifying such change, modification, waiver or
cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
8. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
10
<PAGE>
9. Counterparts. This Amendment Agreement may be executed in any number
of counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.
10. Governing Law. This Amendment Agreement shall be governed by the
laws of the State of Florida.
[Remainder of page intentionally left blank.]
11
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
PARENT:
GERALD STEVENS, INC.
WITNESS:
By:
-------------------------------- ---------------------------------
Print Name: R. Malloy McKeithen Name: Jeffrey M. Mattson
Title: Vice President
--------------------------------
Print Name: Terry L. Witcher
BORROWER:
GERALD STEVENS RETAIL, INC.
WITNESS:
By:
--------------------------------- ---------------------------------
Print Name: R. Malloy McKeithen Name: Jeffrey M. Mattson
Title: Vice President
------------------------------
Print Name: Terry L. Witcher
12
<PAGE>
GUARANTORS:
A.G.A. Flowers, Inc.
Dr. Delphinium Designs, Inc.
Preuss Acquisition Corp.
GS Accounts Receivable Co.
GS Call/Credit Card Holding Co.
GS Catalog Holding Co.
GS Database Co.
GS Database Management Co.
GS East Holding Co.
GS Finance Co.
GS Intangibles Management Co.
GS Interactive, Inc.
GS Internet Holdings Co.
GS Master Holding Co.
GS Nevada, Inc.
GS Retail Holding Co.
Gerald Stevens Properties, Inc.
Martina's NV, Inc.
The Rose Shop NV, Inc.
By:
---------------------------------
Name: Thomas L. Boesen
Title: President
13
<PAGE>
GS Arizona, Inc.
GS Michigan, Inc.
Gerald Stevens Pennsylvania, Inc.
GS North Carolina, Inc.
GS Ohio, Inc.
Martina's, Inc.
GSI Acquisition, Inc.
GS Florida Flowers, Inc.
National Flora, Inc.
Thrifty Acquisition, Inc.
Credit Card Management System, Inc.
Buning Acquisition, Inc.
Florafax Financial Services Corp.
Gerald Stevens Operations Co.
Gerald Stevens Delaware, Inc.
GS Call Center Co.
GS Gift Certificate Co.
GS Missouri, Inc.
GS South Carolina, Inc.
GS Tennessee, Inc.
GS Texas General, Inc.
GS Wisconsin General, Inc.
National Flora Florida, Inc.
GS California, Inc.
GS Illinois, Inc.
GS Minnesota, Inc.
Flower View Gardens, Inc.
Flower Club International, Inc.
Calyx & Corolla, Inc.
Gerald Stevens Pittsburgh, Inc.
Worldwide Floral & Gifts, Inc.
By:
---------------------------------
Name: Jeffrey M. Mattson
Title: Vice President
Kuhn & Exotic LLC
By: Gerald Stevens, Inc., its Sole Member
By:
---------------------------------
Name: Jeffrey M. Mattson
Title: Vice President
14
<PAGE>
Gerald Stevens Texas, L.P.
By: GS Texas General, Inc., its General Partner
By:
---------------------------------
Name: Jeffrey M. Mattson
Title: Vice President
Gerald Stevens Wisconsin Limited Partnership
By: GS Wisconsin General, Inc., its General Partner
By:
---------------------------------
Name: Jeffrey M. Mattson
Title: Vice President
Gerald Stevens Georgia, L.P.
By: Martina's, Inc.
By:
---------------------------------
Name: Jeffrey M. Mattson
Title: Vice President
15
<PAGE>
AGENT AND LENDER:
BANK OF AMERICA, N.A.
By:
---------------------------------
Name: Dewitt W. King, III
Title: Managing Director
<PAGE>
EXHIBIT A
Applicable Commitment Percentages
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Revolving Working Capital Applicable
Credit Commitment Commitment Commitment Percentage
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bank of America, N.A. $36,000,000 $7,000,000 100%
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>
17
