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Exhibit 4.11  


 
 

AMENDMENT NO. 1
  TO
  AMENDED AND RESTATED STOCKHOLDERS AGREEMENT    
    


        Amendment No. 1 to Amended and Restated Stockholders Agreement (this "Amendment No. 1"), dated as of
February    , 2005, is entered into by and among FTD Group, Inc., a Delaware corporation (formerly known as Mercury Man Holdings Corporation) (the
"Company"), Green Equity Investors IV, L.P., a Delaware limited partnership ("GEI"), FTD
Co-Investment LLC, a Delaware limited liability company ("LLC"), Jon Burney, Larry Johnson, George Kanganis, William Van Cleave, Daniel
Smith, Michael Soenen, Carrie Wolfe, Marcia Chapman and Jandy Tomy (each such individual collectively, the "Employee Holders"). Capitalized terms used
herein without definition shall have the meanings assigned to them in the Stockholders Agreement (as defined below). 


RECITALS  


        A.    The
Company, GEI, LLC and certain holders of Capital Stock entered into that certain Amended and Restated Stockholders Agreement, dated as of September 30, 2004
(the "Stockholders Agreement"); and 


        B.    In
accordance with Section 10.1 of the Stockholders Agreement, the Company, GEI, LLC, and the Employee Holders, constituting a majority in interest (on the basis
of the number of shares of Common Stock owned) of all other Holders (other than LLC, all GEI Transferees and all Affiliates of GEI) desire to amend the Stockholders Agreement as provided herein. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 


AMENDMENT  


        1.     The
parties agree that Section 7.3 of the Stockholders Agreement is hereby amended to add the following subsection: 



        "(f)    Initial Public Offering.    The provisions of Section 7.3(a) shall not apply to the registration
effected by the Company pursuant to the Registration Statement on Form S-1 to be filed by the Company in connection with its initial public offering." 




        2.     Except
as expressly modified hereby, the provisions of the Stockholders Agreement shall remain in full force and effect, enforceable in accordance with its terms. 


        3.     This
Amendment No. 1 may be executed in counterparts, each of which is deemed an original and all of which together are considered one and the same agreement. A
facsimile copy of this Amendment No. 1 sent by any party to the other party also is deemed an original, and has the same effect as if the original hereof were actually received by the other
party receiving such facsimile copy. 


        4.     This
Amendment No. 1 will be governed by and construed under the internal laws of the State of Delaware (without regard to principles of conflicts of laws). 


        5.     After
the date of this Amendment No. 1, any reference to the Stockholders Agreement shall mean the Stockholders Agreement as amended by this Amendment
No. 1. 


[Signature Page Follows]


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed on their respective behalf, by their respective officers thereunto duly authorized, all
as of the day and year first above written. 



	 	 	FTD GROUP, INC.
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	Carrie A. Wolfe
	 	 	 	 	Title:	 	Chief Financial Officer
	

 	
 	

GREEN EQUITY INVESTORS IV, L.P.
	 	 	By:	 	GEI Capital IV, LLC
	 	 	Its:	 	General Partner
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	Peter J. Nolan
	 	 	 	 	Title:	 	Manager
	

 	
 	

FTD CO-INVESTMENT LLC
	

 	
 	

By:	
 	

Leonard Green & Partners, L.P.,
	 	 	Its:	 	Manager
	

 	
 	

 	
 	

By:	
 	

LGP Management, Inc.,
	 	 	 	 	Its:	 	General Partner
	

 	
 	

 	
 	

By:	
 	

 

	 	 	 	 	 	 	Name:	 	Peter J. Nolan
	 	 	 	 	 	 	Title:	 	Vice President
	

 	
 	

 
 JON BURNEY
	

 	
 	

 
 LARRY JOHNSON
	

 	
 	

 
 GEORGE KANGANIS
	

 	
 	

 
 DANIEL SMITH
	

 	
 	

 
 WILLIAM VAN CLEAVE
	

 	
 	

 
 MICHAEL SOENEN
	

 	
 	

 
 CARRIE WOLFE
	

 	
 	

 
 MARCIA CHAPMAN
	

 	
 	

 
 JANDY TOMY




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AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT