Exhibit 10.10


 


FLORISTS’ TRANSWORLD DELIVERY, INC.


FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This First
Amendment and Waiver to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of July
31, 2003, by and among Florists’ Transworld Delivery, Inc., a Michigan
corporation (the “Borrower”),
FTD, Inc., a Delaware corporation (the “Parent”),
the Subsidiaries listed on the signature pages hereof, as Guarantors (and, in
the case of FTD.COM INC. (“FTD.COM”),
as a new Credit Party as defined below), the several financial institutions
listed on the signature pages hereof, as Lenders, and Harris Trust and Savings
Bank, as Administrative Agent for the Lenders.


 


PRELIMINARY
STATEMENTS


 


A.            The Borrower, the
Parent, the Guarantors, the Lenders and the Administrative Agent are parties to
an Amended and Restated Credit Agreement dated as of September 27, 2002
(the “Credit Agreement”).  All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.


 


B.            The Parent and the
Borrower (collectively, the “Notice Parties”)
have notified the Administrative Agent and the Lenders that the Parent and
FTD.COM have entered into or intend to enter into a Settlement Agreement (the “Settlement Agreement”) relating to the
proposed settlement of consolidated class action litigation currently pending
in the Court of Chancery for New Castle County in Wilmington, Delaware (the “Court”), captioned Highwood Partners,
L.P. v. IOS Brands Corp., Civil Action No. 19556 NC, which Settlement Agreement
will provide for the making of a payment in cash, equity of the Parent or a
combination thereof, by either or both of the Parent and FTD.COM.  The actual amount of such payment made in
connection with the Settlement Agreement, with any equity portion of such
payment valued based on the market price(s) thereof on the Valuation Date, is
referred to herein as the “Settlement
Amount”.  As used herein, “Valuation Date” means a date (or may refer
collectively to several dates, if an average of the market price of securities
of the Parent on several dates is used for purposes of such calculation) after
the date hereof which is agreed upon by the parties to the Settlement Agreement
for the purpose of calculating the value of securities of the Parent to be
distributed as all or part of the Settlement Amount.


 


C.            The Notice Parties
have requested that the Lenders (i) waive certain Events of Default under the
Credit Agreement which might be caused, and (ii) amend certain provisions of
the Credit Agreement which might be affected, in either case by the entry into
the Settlement Agreement or the payment (whether in cash, equity of the Parent,
or a combination thereof) of the Settlement Amount.


 


D.            The Notice Parties
have also requested that the Lenders amend the Fixed Charge Coverage Ratio, add
FTD.COM as a borrower under the Credit Agreement, and make certain other
changes to the Credit Agreement, all as more fully set forth below.


 


NOW,
THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 

















 


SECTION
1.           WAIVER.


 


By signing
below, subject to the satisfaction of the conditions precedent set forth below,
the Lenders hereby waive:


 


(a) any
violation of Section 8.12 (Dividends and Certain Other Restricted
Payments) of Credit Agreement which could or would otherwise be caused by the
entry into the Settlement Agreement or the payment (whether in cash, equity of
the Parent, or a combination thereof) of the Settlement Amount in an amount not
to exceed $12,000,000, with any equity portion of such payment valued based on
the market price(s) thereof on the Valuation Date (the “Maximum Settlement Amount”), as well as
any Default or Event of Default which could or would otherwise result from such
violations;


 


(b) any
violation of Section 8.24 (Fixed Charge Coverage Ratio) of the Credit
Agreement for the four fiscal quarter period ended June 30, 2003 which
could or would otherwise be caused by the entry into the Settlement Agreement
or the payment (whether in cash, equity of the Parent, or a combination
thereof) of the Settlement Amount in an amount not to exceed the Maximum
Settlement Amount, as well as any Default or Event of Default which could or
would otherwise result from such violations; and


 


(c) any
Default or Event of Default under Section 9.1(g) of the Credit Agreement
which could or would otherwise result from the entry into the Settlement
Agreement or the related entry by the Court of a final order and judgment with
respect to the Settlement Agreement, provided
that the Parent and FTD.COM comply with the terms of the Settlement
Agreement as entered in such final order and judgment.


 


SECTION
2.           AMENDMENTS.


 


Subject to the
satisfaction of the conditions precedent set forth in Section 3 below, the
Credit Agreement shall be and hereby is amended as follows:


 


2.1.          Section 1.1
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 1.1.           Revolving Credit
Commitments.  Subject to the terms
and conditions hereof, each Lender, by its acceptance hereof, severally agrees
to make a loan or loans (individually a “Revolving
Loan” and collectively the “Revolving
Loans”) to the Credit Parties from time to time on a revolving basis
up to the amount of such Lender’s Revolving Credit Commitment, subject to any
reductions thereof pursuant to the terms hereof, before the Termination
Date.  The sum of the aggregate
principal amount of Revolving Loans, Swing Loans and L/C Obligations at any
time outstanding shall not exceed the Revolving Credit Commitments in effect at
such time. Each Borrowing of Revolving Loans shall be


 


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made ratably
from the Lenders in proportion to their respective Revolver Percentages.  As provided in Section 1.5(a) hereof,
the applicable Credit Party may elect that each Borrowing of Revolving Loans be
either Base Rate Loans or Eurodollar Loans. Revolving Loans may be repaid and the
principal amount thereof reborrowed before the Termination Date, subject to the
terms and conditions hereof.


 


2.2.          Sections
1.5, 1.7, 1.8(a), 1.9, 1.10, 1.11(c), 1.12, 1.14, 7.1 (final paragraph only),
10.1 (second sentence only), 10.3(a), 
Exhibit F (numbered paragraph 8 only) of the Credit Agreement shall be
amended by deleting the word “Borrower” each time it appears and replacing it
with the words “applicable Credit Party”.


 


2.3.          The
definitions of “Authorized Representative”
and “Borrowing” set forth in
Section 5.1 of the Credit Agreement shall be amended by deleting the word
“Borrower” each time it appears and replacing it with the words “applicable
Credit Party”.


 


2.4.          Sections
6.7, 6.9 and 6.11 of the Credit Agreement shall be amended by deleting the
words “the Borrower” each time they appear and replacing them with the words
“each Credit Party”.


 


2.5.          Section 6.12
(first usage in the second sentence only), Section 8.7(a),
Section 10.4 (second sentence only), Section 11.5 (second-to-last
sentence only), Section 11.6, Section 11.7 (last sentence only),
Section 13.8 and Section 13.11 of the Credit Agreement shall be
amended by deleting the words “the Borrower” each time they appear and
replacing them with the words “the Credit Parties”.


 


2.6.          Section 8.5(h),
Section 8.5(i), Section 11.1 and Section 11.3 of the Credit
Agreement shall be amended by deleting the words “the Borrower” each time they
appear and replacing them with the words “either Credit Party”.


 


2.7.          Section 1.11(a)
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 1.11.        The Notes. (a) The
Revolving Loans made to the Borrower by a Lender shall be evidenced by a single
promissory note of the Borrower issued to such Lender in the form of Exhibit
D-1 hereto.  The Revolving Loans made to
FTD.COM by a Lender shall be evidenced by a single promissory note of FTD.COM
issued to such Lender in the form of Exhibit D-3 hereto. Each such promissory
note is hereinafter referred to as a “Revolving
Note” and collectively such promissory notes are referred to as the “Revolving Notes”.


 


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2.8.          Section 3.1
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


SECTION
3.           PLACE AND APPLICATION OF PAYMENTS.


 


Section 3.1.           Place and Application
of Payments.  All payments of
principal of and interest on the Loans and the Reimbursement Obligations, and
of all other Obligations payable by either Credit Party under this Agreement
and the other Loan Documents, shall be made by the applicable Credit Party to
the Administrative Agent by no later than 12:00 Noon (Chicago time) on the due
date thereof at the office of the Administrative Agent in Chicago, Illinois (or
such other location as the Administrative Agent may designate to the Credit
Parties) for the benefit of the Lender or Lenders entitled thereto.  Any payments received after such time shall
be deemed to have been received by the Administrative Agent on the next
Business Day.  All such payments shall
be made in U.S. Dollars, in immediately available funds at the place of
payment, in each case without set-off or counterclaim.  The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest on Loans and on Reimbursement Obligations in which the
Lenders have purchased Participating Interests ratably to the Lenders and like
funds relating to the payment of any other amount payable to any Lender to such
Lender, in each case to be applied in accordance with the terms of this
Agreement.


 


Anything contained herein to the contrary notwithstanding, all payments
and collections received in respect of the Obligations and all proceeds of the
Collateral received, in each instance, by the Administrative Agent or any of
the Lenders after the occurrence and during the continuation of an Event of
Default shall be remitted to the Administrative Agent and distributed as
follows:


 


(a)           first,
to the payment of any outstanding costs and expenses incurred by the
Administrative Agent, and any security trustee therefor, in monitoring,
verifying, protecting, preserving or enforcing the Liens on the Collateral, in
protecting, preserving or enforcing rights under the Loan Documents, and in any
event all costs and expenses of a character which either Credit Party has
agreed to pay the Administrative Agent under Section 13.15 hereof (such
funds to be retained by the Administrative Agent for its own account unless it
has previously been reimbursed for such costs and expenses by the Lenders, in
which event such amounts shall be


 


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remitted to
the Lenders to reimburse them for payments theretofore made to the
Administrative Agent);


 


(b)           second,
to the payment of principal and interest on the Swing Line Note;


 


(c)           third,
to the payment of principal and interest on the Revolving Notes, unpaid
Reimbursement Obligations, together with amounts to be held by the
Administrative Agent as collateral security for any outstanding L/C Obligations
(until the Administrative Agent is holding an amount of cash equal to the then
outstanding amount of all such L/C Obligations), unpaid fees and other
Obligations due under the Loan Documents, the aggregate amount paid to, or held
as collateral security for, the Lenders and, in the case of Hedging Liability,
their Affiliates to whom such Obligations are owed, to be allocated pro rata in
accordance with the aggregate unpaid amounts owing to each; and


 


(d)           fourth,
to the Credit Parties or whoever else may be lawfully entitled thereto.


 


2.9.          Section 5.1
of the Credit Agreement shall be amended by adding the following new defined
terms thereto, each in its appropriate place in the alphabetical sequence, each
such definition to read in its entirety as follows:


 


“Credit Parties”
means, collectively, the Borrower and FTD.COM, and “Credit Party” means either of such Persons as the context
may require.


 


“First Amendment”
means that certain First Amendment and Waiver to Amended and Restated Credit
Agreement dated as of July 31, 2003 among the Parent, the Borrower, FTD.COM,
the Subsidiaries, the Lenders and Harris Trust and Savings Bank, as
Administrative Agent.


 


“First Amendment Effective Date”
means the date upon which the First Amendment becomes effective pursuant to its
terms.


 


“Maximum Settlement Amount”
shall have the meaning set forth in the First Amendment.


 


“Settlement Agreement”
and “Settlement Amount” shall
have the meanings set forth in the First Amendment.


 


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2.10.        The
last sentence of the definition of “Applicable
Margin” set forth in Section 5.1 of the Credit Agreement shall
be amended and restated to read in its entirety as follows:


 


Each
determination of the Applicable Margin made by the Administrative Agent in
accordance with the foregoing shall be conclusive and binding on the Credit
Parties and the Lenders absent manifest error.


 


2.11.        Section 5.1
of the Credit Agreement shall be amended by amending and restating each of the  following defined terms set forth therein,
each such definition as so amended and restated to read in its entirety as
follows:


 


“Change of Control”
means any of (a) the acquisition by any “person”
or “group” (as such terms are
used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended), other than the Current Stockholders or any of their Affiliates, at
any time of beneficial ownership of a majority of the outstanding capital stock
of the Parent on a fully-diluted basis, (b) the failure of individuals who are
members of the board of directors of the Parent on the Closing Date (together
with any new or replacement directors whose initial nomination for election was
approved by a majority of the directors or members of the nominating committee
therefor who were either directors or members of such committee on the Closing
Date or previously so approved) to constitute a majority of the board of
directors of the Parent, and (c) the Parent shall fail to own 100% of the
outstanding capital stock of either or both of the Credit Parties on a
fully-diluted basis.


 


“EBITDA” means, with
reference to any period, Net Income for such period plus the sum of all amounts deducted in arriving at such Net
Income amount in respect of (a) Interest Expense for such period, (b) foreign,
federal, state and local income taxes for such period, (c) depreciation expense
related to fixed assets and amortization expense including without limitation
with respect to goodwill and other intangible assets for such period, (d)
payments comprising any portion of the Settlement Amount (provided that the
aggregate amount included in EBITDA pursuant to this clause (d) during the term
of the Agreement may not exceed the Maximum Settlement Amount), and (e)
minority interest expense; plus or
minus, as the case may be,
extraordinary non-cash losses or gains; minus
any amounts included in Net Income for such period which were received in
reimbursement of or compensation for any payment of any portion of the
Settlement Amount (whether from the proceeds of a policy of insurance or


 


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otherwise); provided, however, that EBITDA for the
relevant period shall be calculated on a pro forma basis in good faith by the
Parent and established to the reasonable satisfaction of the Administrative
Agent based on financial information provided by the Borrower as if each
Permitted Acquisition which occurred during such period had taken place on the
first day of such period (including adjustments for non-recurring expenses and
income reasonably determined by the Parent in good faith and established to the
reasonable satisfaction of the Administrative Agent).


 


“Fixed Charges”
means, with reference to any period, the sum of (a) all scheduled payments of
principal on Indebtedness for Borrowed Money of the Parent and the Subsidiaries
paid or required to be paid in cash during such period, plus (b) foreign, federal, state and local
income taxes of the Parent and the Subsidiaries paid or required to be paid in
cash during such period, plus (c)
Interest Expense of the Parent and the Subsidiaries paid or required to be paid
in cash during period, plus (d)
Restricted Payments (other than (i) Restricted Payments of the type described
in clause (z) of the definition of such term and (ii) Restricted Payments which
comprise any portion of the payment of the Settlement Amount) of the Parent and
the Subsidiaries made in cash during such period.


 


“Obligations” means
all obligations of the Credit Parties to pay principal and interest on the
Loans, all Reimbursement Obligations owing under the Applications, all fees and
charges payable hereunder, all Hedging Liability, and all other payment
obligations of the Parent, the Borrower or any Subsidiary arising under or in
relation to any Loan Document, in each case whether now existing or hereafter
arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired.


 


“Revolving Credit Commitment”
means, as to any Lender, the obligation of such Lender to make Revolving Loans
to the Credit Parties and to participate in Letters of Credit issued for the
account of the Borrower hereunder in an aggregate principal or face amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 1 attached hereto and made a part hereof, as the
same may be reduced or modified at any time or from time to time pursuant to
the terms hereof.  The Credit Parties
and the Lenders acknowledge and agree that the Revolving Credit Commitments of
the Lenders aggregate $75,000,000 on the First Amendment Effective Date.


 


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2.12.        The
introductory language to Section 6 of the Credit Agreement shall be
amended and restated to read in its entirety as follows:


 


SECTION
6.           REPRESENTATIONS AND WARRANTIES.


 


Each of the Parent and each Credit Party represents and warrants to the
Administrative Agent and the Lenders as follows:


 


2.13.        Section 6.3
of the Credit Agreement shall be amended by deleting the first sentence thereof
and replacing it with a new sentence to read in its entirety as follows:


 


Each Credit
Party has full right and authority to enter into this Agreement and the other
Loan Documents executed by it, to make the borrowings herein provided for, to
issue its Notes in evidence thereof, to grant to the Administrative Agent the
Liens described in the Collateral Documents executed by it, and to perform all
of its obligations hereunder and under the other Loan Documents executed by it.


 


2.14.        Section 6.4
of the Credit Agreement shall be amended by deleting the first sentence thereof
and replacing it with a new sentence to read in its entirety as follows:


 


The Credit
Parties shall use the proceeds of the Revolving Credit for their general
working capital purposes and for such other legal and proper purposes as are
consistent with all applicable laws.


 


2.15.        Section 6.11
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 6.11.        Litigation and Other
Controversies.  Other than the
litigation in connection with which the Parent and FTD.COM have entered into
the Settlement Agreement, there is no litigation or governmental proceeding or
labor controversy pending, nor to the knowledge of the Parent or the Borrower
threatened, against the Parent, the Borrower or any Subsidiary which if
adversely determined could reasonably be expected to have a Material Adverse
Effect.


 


2.16.        Section 6.17(b)
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


(b)           Without
limiting the representations and warranties set forth in Section 6.17(a)
above, except for such matters which could not reasonably be expected to result
in a Material Adverse Effect, the Parent and the Credit Parties represent and
warrant that:


 


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(i) the
Parent, the Borrower and the Subsidiaries, and each of the Premises, comply in
all material respects with all applicable Environmental Laws; (ii) the Parent,
the Borrower and the Subsidiaries have each obtained all material governmental
approvals required for their operations and each of the Premises by any
applicable Environmental Law; (iii) each of the Parent and the Credit Parties
has no knowledge of any release, threatened release or disposal of any
Hazardous Material at, on, or about, any of the Premises in any material
quantity and, to the knowledge of each of the Parent and the Credit Parties,
none of the Premises are materially adversely affected by any release,
threatened release or disposal of a Hazardous Material originating or emanating
from any other property; (iv) to the knowledge of each of the Parent and the
Credit Parties, none of the Premises contain or have contained any: (1)
material amounts of asbestos containing building material in material
non-compliance with any Environmental Law, (2) landfills or dumps, (3)
hazardous waste treatment, storage or disposal facility as defined pursuant to
RCRA or any comparable state law, or (4) site on or nominated for the National
Priority List promulgated pursuant to CERCLA or any state remedial priority
list promulgated or published pursuant to any comparable state law; (v) the
Parent, the Borrower and the Subsidiaries have not used a material quantity of
any Hazardous Material and have conducted no Hazardous Material Activity at any
of the Premises except in material compliance with applicable Environmental
Laws; (vi) each of the Parent and the Credit Parties has no knowledge of any
material liability for response or corrective action, natural resource damage
or other harm pursuant to CERCLA, RCRA or any comparable state law; (vii) the
Parent, the Borrower and the Subsidiaries have no notice or knowledge of and
are not required to give any notice of any Environmental Claim involving the
Parent,  the Borrower or any Subsidiary
or any of the Premises, and the Parent and the Credit Parties have no knowledge
of any conditions or occurrences at any of the Premises which could reasonably
be anticipated to form the basis for an Environmental Claim against the
Borrower or any Subsidiary or such Premises; (viii) none of the Premises are
subject to any, and the Parent and the Credit Parties have no knowledge of any
imminent, restriction on the ownership, occupancy, use or transferability of
the Premises in connection with any (1) Environmental Law or (2) release,
threatened release or disposal of a Hazardous Material; and (ix) the Parent and
the Credit Parties have no knowledge of any conditions or circumstances at any
of the Premises which pose an unreasonable risk to the environment or the
health or safety of Persons.


 


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2.17.        The
introductory language to Section 8 of the Credit Agreement shall be
amended and restated to read in its entirety as follows:


 


SECTION
8.           COVENANTS.


 


Each of the Credit Parties and, where and to the extent specifically
indicated, the Parent agrees that, so long as any credit is available to or in
use by either Credit Party hereunder, except to the extent compliance in any
case or cases is waived in writing pursuant to the terms of Section 13.13
hereof:


 


2.18.        Section 8.10(c)
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


(c)           the
merger of any Subsidiary (other than the Borrower) with and into the Borrower
or any Subsidiary provided that,
in the case of any merger involving a Credit Party, a Credit Party is the
corporation surviving the merger, and in the case of any merger involving the
Borrower, the Borrower is the corporation surviving the merger;


 


2.19.        Section 8.18
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 8.18.        Change in the Nature of
Business.  Neither the Parent nor
the Borrower shall, nor shall it permit any Subsidiary to, engage in any
business or activity if as a result the general nature of the business of the
Parent, the Borrower and the Subsidiaries taken as a whole would be changed in
any material respect from the general nature of the business engaged in by such
entities taken as a whole as of the Closing Date.


 


2.20.        Section 8.19
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 8.19.        Use of Loan Proceeds.  The Credit Parties shall use the credit
extended under this Agreement solely for the purposes set forth in, or
otherwise permitted by, Section 6.4 hereof.


 


2.21.        Section 8.24  of the Credit Agreement shall be amended and
restated to read in its entirety as follows:


 


Section 8.24.        Fixed Charge Coverage
Ratio.  As of the last day of each
fiscal quarter of the Parent, the Parent shall maintain a ratio of (a) EBITDA less Capital Expenditures for the


 


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four fiscal
quarters of the Parent and the Subsidiaries then ended to (b)   Fixed Charges for the same four fiscal
quarters then ended of not less than (i) 1.75 to 1.0 if Total Funded Debt was
less than $25,000,000 on such date, and (ii) 2.0 to 1.0 at all other times.


 


2.22.        A
new Section 8.27 shall be added to the Credit Agreement immediately
following Section 8.26, reading in its entirety as follows:


 


Section 8.27.        Undertaking of FTD.COM.  To the extent that any provision in this
Agreement or any other Loan Document requires the Parent or the Borrower to
cause FTD.COM to take or omit any action or to prevent FTD.COM from taking or
omitting any action, FTD.COM separately and independently agrees with the
Administrative Agent and the Lenders to take or omit such action, as the case
may be, to the same extent as if such provision were directly addressed to it.


 


2.23.        Section 9.1(c)
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


(c)           default
in the observance or performance of (1) any requirement set forth in the second
sentence of Section 8.1 hereof which can be cured after a temporary lapse
if such lapse does not exceed 30 days and would not reasonably be expected to
have a Material Adverse Effect, (2) any violation of Section 8.7 or 8.8
hereof resulting from an involuntary or immaterial incurrence of indebtedness
or of a Lien, as the case may be, (3) any violation of any of clauses (a), (b),
(c), (d), (e), (g), (h), (i), (k) or (l) of Section 8.9 hereof resulting
from an involuntary or immaterial investment, or (4) any other provision hereof
or of any other Loan Document which, in the case of any of the defaults
described in subclauses (1), (2), (3) or (4) of this clause (c), is not
remedied within 30  days after the
earlier of (i) the date on which such failure shall first become known to any
officer of the Parent or either Credit Party or (ii)  written notice thereof is given to the Borrower by the
Administrative Agent;


 


2.24.        Section 9.6
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 9.6.           Expenses.  The Credit Parties jointly and severally
agree to pay to the Administrative Agent and each Lender, and any other holder
of any Note outstanding hereunder, all expenses reasonably incurred or paid by
the Administrative Agent and such Lender or any such holder, including
reasonable


 


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attorneys’
fees (including allocated costs of in-house counsel) and court costs, in
connection with any Default or Event of Default hereunder or in connection with
the enforcement of any of the Loan Documents (including all such costs and
expenses arising in connection with a proceeding under the United States
Bankruptcy Code).


 


2.25.        Each
of Sections 12.1 through 12.7 of the Credit Agreement shall be amended and
restated to read in its entirety as follows:


 


SECTION 12.         THE GUARANTY.


 


Section 12.1.        The Guaranty.  To induce the Lenders to provide the credits
described herein and in consideration of benefits expected to accrue to the Credit
Parties by reason of the Commitments and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Parent and each of
its direct and indirect Domestic Subsidiaries (individually each a “Guarantor” and collectively the “Guarantors”), hereby unconditionally and
irrevocably guarantee jointly and severally to the Administrative Agent, the
Lenders, and each other holder of any of the Obligations or Hedging Liability,
(x) the due and punctual payment of all present and future indebtedness of the
Credit Parties evidenced by or arising out of the Loan Documents, including,
but not limited to, the due and punctual payment of principal of and interest
on the Notes, the Reimbursement Obligations, and the due and punctual payment of
all other Obligations now or hereafter owed by either Credit Party under the
Loan Documents as and when the same shall become due and payable, whether at
stated maturity, by acceleration or otherwise, according to the terms hereof
and thereof, and (y) the due and punctual payment of all present and future
Hedging Liability as and when the same shall become due and payable, whether at
its stated maturity, by acceleration or otherwise, according to the terms
thereof, provided that neither
Credit Party shall be understood to be a Guarantor of any Obligations or
Hedging Liability with respect to which it is the primary obligor.  In case of failure by any Credit Party
punctually to pay any indebtedness or other Obligations guaranteed hereby
(after giving effect to any applicable cure periods), each Guarantor hereby
unconditionally agrees jointly and severally to make such payment or to cause
such payment to be made punctually as and when the same shall become due and
payable, whether at stated maturity, by acceleration or otherwise, and as if
such payment were made by the applicable Credit Party.


 


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Section 12.2.        Guarantee Unconditional.  The obligations of each Guarantor as a
guarantor under this Section 12 shall be unconditional and absolute and,
without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by:


 


(a)           any
extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of any Credit Party or of any other guarantor under this Agreement
or any other Loan Document or by operation of law or otherwise;


 


(b)           any
modification or amendment of or supplement to this Agreement or any other Loan
Document;


 


(c)           any
change in the corporate existence, structure or ownership of, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting,
any Credit Party, any other guarantor, or any of their respective assets, or
any resulting release or discharge of any obligation of any Credit Party or of
any other guarantor contained in any Loan Document;


 


(d)           the
existence of any claim, set-off or other rights which any Credit Party or any
other guarantor may have at any time against the Administrative Agent, any
Lender or any other Person, whether or not arising in connection herewith;


 


(e)           any
failure to assert, or any assertion of, any claim or demand or any exercise of,
or failure to exercise, any rights or remedies against any Credit Party, any
other guarantor or any other Person or Property;


 


(f)            any
application of any sums by whomsoever paid or howsoever realized to any
obligation of any Credit Party, regardless of what obligations of any Credit
Party remain unpaid;


 


(g)           any
invalidity or unenforceability relating to or against any Credit Party or any
other guarantor for any reason of this Agreement or of any other Loan Document
or any provision of applicable law or regulation purporting to prohibit the
payment by any Credit Party or any other guarantor of the principal of or interest
on any Note or any Reimbursement Obligation or any other amount payable under
the Loan Documents; or


 


(h)           any
other act or omission to act or delay of any kind by the Administrative Agent,
any Lender or any other Person or


 


13

















 


any other
circumstance whatsoever that might, but for the provisions of this paragraph,
constitute a legal or equitable discharge of the obligations of any Guarantor
under this Section 12.


 


Section 12.3.        Discharge Only Upon
Payment in Full; Reinstatement in Certain Circumstances.  Each Guarantor’s obligations under this
Section 12 shall remain in full force and effect until the Commitments are
terminated, all Letters of Credit have expired, and the principal of and
interest on the Notes and all other amounts payable by any Credit Party under
this Agreement and all other Loan Documents shall have been paid in full.  If at any time any payment of the principal
of or interest on any Note or any Reimbursement Obligation or any other amount
payable by any Credit Party under the Loan Documents is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any Credit Party or of any guarantor, or otherwise, each
Guarantor’s obligations under this Section 12 with respect to such payment
shall be reinstated at such time as though such payment had become due but had
not been made at such time.


 


Section 12.4.        Subrogation.  Each Guarantor agrees it will not exercise
any rights which it may acquire by way of subrogation by any payment made
hereunder, or otherwise, until all the Obligations shall have been paid in full
subsequent to the termination of all the Commitments and expiration of all
Letters of Credit.  If any amount shall
be paid to a Guarantor on account of such subrogation rights at any time prior
to the later of (x) the payment in full of the Obligations and all other
amounts payable by the Credit Parties hereunder and the other Loan Documents
and (y) the termination of the Commitments and expiration of all Letters of
Credit, such amount shall be held in trust for the benefit of the
Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent for the benefit of the Lenders or be credited and applied
upon the Obligations, whether matured or unmatured, in accordance with the
terms of this Agreement.


 


Section 12.5.        Waivers.  Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by the
Administrative Agent, any Lender or any other Person against any Credit Party,
another guarantor or any other Person.


 


14

















 


Section 12.6.        Limit on Recovery.  Notwithstanding any other provision hereof,
the right of recovery against each Guarantor under this Section 12 shall
not exceed $1.00 less than the lowest amount which would render such
Guarantor’s obligations under this Section 12 void or voidable under applicable
law, including without limitation fraudulent conveyance law.


 


Section 12.7.        Stay of Acceleration.  If acceleration of the time for payment of
any amount payable by any Credit Party under this Agreement or any other Loan
Document is stayed upon the insolvency, bankruptcy or reorganization of such
Credit Party, all such amounts otherwise subject to acceleration under the
terms of this Agreement or the other Loan Documents shall nonetheless be
payable jointly and severally by the Guarantors hereunder forthwith on demand
by the Administrative Agent made at the request of the Required Lenders.


 


2.26.        Each
of Sections 13.1(a), (b) and (c) of the Credit Agreement shall be amended and
restated to read in its entirety as follows:


 


Section 13.1.        Withholding Taxes.  (a) Payments
Free of Withholding.  Except
as otherwise required by law and subject to Section 13.1(b) hereof, each
payment by any Credit Party or any Guarantor under this Agreement or the other
Loan Documents shall be made without withholding for or on account of any
present or future taxes (other than overall net income taxes on the recipient)
imposed by or within the jurisdiction in which the applicable Credit Party or
Guarantor is domiciled, any jurisdiction from which the applicable Credit Party
or Guarantor makes any payment, or (in each case) any political subdivision or
taxing authority thereof or therein.  If
any such withholding is so required, the applicable Credit Party or Guarantor
shall make the withholding, pay the amount withheld to the appropriate
governmental authority before penalties attach thereto or interest accrues
thereon and forthwith pay such additional amount as may be necessary to ensure
that the net amount actually received by each Lender and the Administrative
Agent free and clear of such taxes (including such taxes on such additional
amount) is equal to the amount which that Lender or the Administrative Agent
(as the case may be) would have received had such withholding not been
made.  If the Administrative Agent or
any Lender pays any amount in respect of any such taxes, penalties or interest,
the applicable Credit Party or Guarantor shall reimburse the Administrative
Agent or such Lender for that payment on demand in the currency in which such
payment was made.  If the applicable
Credit Party or


 


15

















 


Guarantor pays
any such taxes, penalties or interest, it shall deliver official tax receipts
evidencing that payment or certified copies thereof to the Lender or
Administrative Agent on whose account such withholding was made (with a copy to
the Administrative Agent if not the recipient of the original) on or before the
thirtieth day after payment.


 


(b)           U.S. Withholding Tax Exemptions.  Each Lender that is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent on or before the date the
initial Credit Event is made hereunder or, if later, the date such financial
institution becomes a Lender hereunder, two duly completed and signed copies of
(i) either Form W-8 BEN (relating to such Lender and entitling it to a complete
exemption from withholding under the Code on all amounts to be received by such
Lender, including fees, pursuant to the Loan Documents and the Obligations) or
Form W-8 ECI (relating to all amounts to be received by such Lender, including
fees, pursuant to the Loan Documents and the Obligations) of the United States
Internal Revenue Service or (ii) solely if such Lender is claiming exemption
from United States withholding tax under Section 871(h) or 881(c) of the
Code with respect to payments of “portfolio interest”, a Form W-8 BEN, or any
successor form prescribed by the Internal Revenue Service, and a certificate
representing that such Lender is not a bank for purposes of Section 881(c)
of the Code, is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of any Credit Party and is not a
controlled foreign corporation related to any Credit Party (within the meaning
of Section 864(d)(4) of the Code). 
Thereafter and from time to time, each Lender shall submit to the
Borrower and the Administrative Agent such additional duly completed and signed
copies of one or the other of such Forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) and
such other certificates as may be (i) requested by the Borrower in a written
notice, directly or through the Administrative Agent, to such Lender and (ii)
required under then-current United States law or regulations to avoid or reduce
United States withholding taxes on payments in respect of all amounts to be
received by such Lender, including fees, pursuant to the Loan Documents or the
Obligations.  Upon the request of the
Borrower or the Administrative Agent, each Lender that is a United States
person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and


 


16

















 


the Administrative
Agent a certificate to the effect that it is such a United States person.


 


(c)           Inability of Lender to Submit Forms.  If any Lender determines, as a result of any
change in applicable law, regulation or treaty, or in any official application
or interpretation thereof, that it is unable to submit to the Borrower or the
Administrative Agent any form or certificate that such Lender is obligated to
submit pursuant to subsection (b) of this Section 13.1 or that such
Lender is required to withdraw or cancel any such form or certificate
previously submitted or any such form or certificate otherwise becomes
ineffective or inaccurate, such Lender shall promptly notify the Borrower and
Administrative Agent of such fact and the Lender shall to that extent not be obligated
to provide any such form or certificate and will be entitled to withdraw or
cancel any affected form or certificate, as applicable.


 


2.27.        Section 13.10
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 13.10. Successors and Assigns.  This Agreement shall be binding upon the
Credit Parties and the Guarantors and their successors and assigns, and shall
inure to the benefit of the Administrative Agent and each of the Lenders and
the benefit of their respective successors and assigns, including any
subsequent holder of any of the Obligations. 
Neither any Credit Party nor any Guarantor may assign any of its rights
or obligations under any Loan Document without the written consent of all of
the Lenders.


 


2.28.        Each
of Sections 13.12(a), (b) and (c) of the Credit Agreement shall be amended and
restated to read in its entirety as follows:


 


Section 13.12. Assignments.  (a) Each Lender shall have the right at any
time, with the prior consent of the Administrative Agent and, so long as no
Event of Default then exists, the Borrower (which consent of the Borrower shall
not be unreasonably withheld) to sell, assign, transfer or negotiate all or any
part of its rights and obligations under the Loan Documents (including, without
limitation, the indebtedness evidenced by the Notes then held by such assigning
Lender, together with an equivalent percentage of its obligation to make Loans
and participate in Letters of Credit) to one or more commercial banks or other
financial institutions or investors, provided
that, unless otherwise agreed to by the Administrative Agent, such assignment
shall be of a fixed percentage (and not by its terms of varying


 


17

















 


percentage) of
the assigning Lender’s rights and obligations under the Loan Documents; provided, however, that in order to make
any such assignment, (i) unless the assigning Lender is assigning all of its
Commitments, outstanding Loans and interests in Letters of Credit Obligations,
the assigning Lender shall retain at least $5,000,000 in unused Commitments,
outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender
shall have Commitments, outstanding Loans and interests in Letters of Credit of
at least $5,000,000, (iii) each such assignment shall be evidenced by a written
agreement (substantially in the form attached hereto as Exhibit F or in such
other form acceptable to the Administrative Agent) executed by such assigning
Lender, such assignee Lender or Lenders, the Administrative Agent and, if
required as provided above, the Borrower, which agreement shall specify in each
instance the portion of the Obligations which are to be assigned to the
assignee Lender and the portion of the Commitments of the assigning Lender to
be assumed by the assignee Lender, (iv) the Swing Loans and Swing Line
Commitment shall only be assigned (if at all) in total and (v) the assigning
Lender shall pay to the Administrative Agent a processing fee of $3,500 and any
out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent
in connection with any such assignment agreement.  Any such assignee shall become a Lender for all purposes
hereunder to the extent of the rights and obligations under the Loan Documents
it assumes and the assigning Lender shall be released from its obligations, and
will have released its rights, under the Loan Documents to the extent of such
assignment.  The address for notices to
such assignee Lender shall be as specified in the assignment agreement executed
by it. Promptly upon the effectiveness of any such assignment agreement, the
Credit Parties shall execute and deliver replacement Notes to the assignee
Lender and the assigning Lender in the respective amounts of their Commitments
(or assigned principal amounts, as applicable) after giving effect to the
reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan
Documents), and the assignee Lender shall thereafter surrender to the Credit
Parties its old Notes. The Credit Parties authorize each Lender to disclose to
any purchaser or prospective purchaser of an interest in the Loans and interest
in Letters of Credit owed to it or its Commitments under this Section any
financial or other information pertaining to the Credit Parties or any
Subsidiary.


 


(b)           Any
Lender may at any time pledge or grant a security interest in all or any
portion of its rights under this


 


18

















 


Agreement to
secure obligations of such Lender, including any such pledge or grant to a
Federal Reserve Bank, and this Section shall not apply to any such pledge
or grant of a security interest; provided
that no such pledge or grant of a security interest shall release a Lender from
any of its obligations hereunder or substitute any such pledgee or secured
party for such Lender as a party hereto; provided
further, however, that the right of any such pledgee or grantee
(other than any Federal Reserve Bank) to further transfer all or any portion of
the rights pledged or granted to it, whether by means of foreclosure or
otherwise, shall be at all times subject to the terms of this Agreement.


 


(c)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Designating Lender”) may grant to one or
more special purpose funding vehicles (each, an “SPV”), identified as such in writing from time to time by
the Designating Lender to the Administrative Agent and the Borrower, the option
to provide to the Credit Parties all or any part of any Revolving Loan that
such Designating Lender would otherwise be obligated to make to any Credit
Party pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPV to make any Revolving Loan, (ii) if an SPV elects
not to exercise such option or otherwise fails to provide all or any part of
such Revolving Loan, the Designating Lender shall be obligated to make such
Revolving Loan pursuant to the terms hereof, and (iii) the Designating Lender
shall remain liable for any indemnity or any other payment or performance
obligation with respect to its Revolving Credit Commitment hereunder or with
respect to any Revolving Loan made by an SPV pursuant to an option to make such
Revolving Loan granted pursuant hereto. The making of a Revolving Loan by an
SPV hereunder shall utilize the Revolving Credit Commitment of the Designating
Lender to the same extent, and as if, such Revolving Loan were made by such
Designating Lender.


 


2.29.        Section 13.16
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 13.16. Set-off.  In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
upon the occurrence of any Event of Default, each Lender and each subsequent
holder of any Obligation is hereby authorized by each Credit Party and each
Guarantor at any time or from time to time, without notice to any such Credit
Party or Guarantor or to any other Person, any such notice being hereby


 


19

















 


expressly
waived, to set-off and to appropriate and to apply any and all deposits
(general or special, including, but not limited to, indebtedness evidenced by
certificates of deposit, whether matured or unmatured, but not including trust
accounts, and in whatever currency denominated) and any other indebtedness at
any time held or owing by that Lender or that subsequent holder to or for the
credit or the account of any Credit Party or Guarantor, whether or not matured,
against and on account of the Obligations of any Credit Party or any such
Guarantor to that Lender or that subsequent holder under the Loan Documents,
including, but not limited to, all claims of any nature or description arising
out of or connected with the Loan Documents, irrespective of whether or not (a)
that Lender or that subsequent holder shall have made any demand hereunder or
(b) the principal of or the interest on the Loans or Notes and other amounts
due hereunder shall have become due and payable pursuant to Section 9 and
although said obligations and liabilities, or any of them, may be contingent or
unmatured.


 


2.30.        Section 13.20
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 13.20. Excess Interest.  Notwithstanding any provision to the
contrary contained herein or in any other Loan Document, no such provision
shall require the payment or permit the collection of any amount of interest in
excess of the maximum amount of interest permitted by applicable law to be
charged for the use or detention, or the forbearance in the collection, of all
or any portion of the Loans or other obligations outstanding under this
Agreement or any other Loan Document (“Excess
Interest”). If any Excess Interest is provided for, or is
adjudicated to be provided for, herein or in any other Loan Document, then in
such event (a) the provisions of this Section shall govern and control,
(b) neither any Credit Party nor any guarantor or endorser shall be obligated
to pay any Excess Interest, (c) any Excess Interest that the Administrative
Agent or any Lender may have received hereunder shall, at the option of the
Administrative Agent, be (i) applied as a credit against the then outstanding
principal amount of Obligations hereunder and accrued and unpaid interest
thereon (not to exceed the maximum amount permitted by applicable law), (ii)
refunded to the applicable Credit Party, or (iii) any combination of the
foregoing, (d) the interest rate payable hereunder or under any other Loan
Document shall be automatically subject to reduction to the maximum lawful
contract rate allowed under applicable usury laws (the “Maximum Rate”),


 


20

















 


and this
Agreement and the other Loan Documents shall be deemed to have been, and shall
be, reformed and modified to reflect such reduction in the relevant interest
rate, and (e) neither any Credit Party nor any guarantor or endorser shall have
any action against the Administrative Agent or any Lender for any damages
whatsoever arising out of the payment or collection of any Excess Interest.
Notwithstanding the foregoing, if for any period of time interest on any of any
Credit Party’s Obligations is calculated at the Maximum Rate rather than the
applicable rate under this Agreement, and thereafter such applicable rate
becomes less than the Maximum Rate, the rate of interest payable on such Credit
Party’s Obligations shall remain at the Maximum Rate until the Lenders have
received the amount of interest which such Lenders would have received during
such period on such Credit Party’s Obligations had the rate of interest not
been limited to the Maximum Rate during such period.


 


2.31.        Section 13.23
of the Credit Agreement shall be amended and restated to read in its entirety
as follows:


 


Section 13.23. Submission to
Jurisdiction; Waiver of Jury Trial.  Each Credit Party and each Guarantor hereby
submits to the nonexclusive jurisdiction of the United States District Court
for the Northern District of Illinois and of any Illinois State court sitting
in the City of Chicago for purposes of all legal proceedings arising out of or
relating to this Agreement, the other Loan Documents or the transactions
contemplated hereby or thereby.  Each
Credit Party and each Guarantor irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.  EACH CREDIT PARTY, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.


 


2.32.        Exhibit
B to the Credit Agreement shall be amended and restated to read in its entirety
as set forth in Exhibit 1 hereto.


 


2.33.        Exhibit
C to the Credit Agreement shall be amended and restated to read in its entirety
as set forth in Exhibit 2 hereto.


 


21

















 


2.34.        A
new Exhibit D-3 to the Credit Agreement shall be added immediately following
Exhibit D-2, to read in its entirety as set forth in Exhibit 3 hereto.


 


2.35.        Schedule I
to Exhibit E to the Credit Agreement shall be amended and restated to read in
its entirety as set forth in Exhibit 4 hereto.


 


SECTION 3.           CONDITIONS
PRECEDENT.


 


The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:


 


3.1.          The
Parent, the Borrower, FTD.COM, the Guarantors and the Lenders shall have
executed and delivered this Amendment.


 


3.2.          The
Administrative Agent shall have received, for the ratable account of the
Lenders, a one-time amendment fee in the amount of 0.10% of the Revolving
Credit Commitments of the Lenders (whether used or unused).


 


3.3.          The
Administrative Agent shall have received Revolving Notes for each Lender duly
executed by FTD.COM, together with certified copies of resolutions of the board
of directors of FTD.COM authorizing its execution, delivery of this Amendment
and its performance of its obligations hereunder and under and the Credit
Agreement as amended hereby and an incumbency certificate showing specimen
signatures of the persons authorized to execute this Amendment and its
Revolving Notes on behalf of FTD.COM and to make borrowing requests on behalf
of FTD.COM.


 


3.4.          The
Administrative Agent shall have received for each Lender copies of the articles
or certificate of incorporation and bylaws of FTD.COM certified by its
Secretary or Assistant Secretary, together with a certificate of good standing
for FTD.COM dated no earlier than July 21, 2003 from the Secretary of
State of its state of incorporation.


 


3.6.          The
Borrower shall have paid all reasonable accrued and unpaid legal fees, expenses
and disbursements of Chapman and Cutler, counsel to the Administrative Agent,
incurred in connection with the Credit Agreement or this Amendment.


 


3.7.          The
Borrower and all other parties thereto shall have executed and delivered to the
Administrative Agent amendments to the Pledge Agreement and the Security
Agreement and a second supplement to the Mortgage providing that Obligations of
FTD.COM shall be secured by the Collateral pledged pursuant thereto to the same
extent as the Obligations of the Borrower.


 


22

















 


SECTION
4.           REPRESENTATIONS.


 


In order to
induce the Lenders to execute and deliver this Amendment, each Credit Party (as
defined in Section 2.9 hereof) hereby represents to the Lenders that as of
the date hereof the representations and warranties set forth in Section 6
of the Credit Agreement as amended hereby are and shall be and remain true and
correct and that the Credit Parties are in compliance with the terms and
conditions of the Credit Agreement and no Default or Event of Default has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment (other than any such Default or Event of
Default as is specifically waived hereby).


 


SECTION
5.           MISCELLANEOUS.


 


5.1.             The Parent, the
Borrower and the Guarantors have heretofore executed and delivered to the
Lenders the Collateral Documents.  The
Credit Parties hereby acknowledge and agrees that the Liens created and
provided for by the Collateral Documents continue to secure, among other
things, the Obligations arising under the Credit Agreement as amended hereby;
and the Collateral Documents and the rights and remedies of the Lenders
thereunder, the obligations of the Borrower, FTD.COM, the Parent and the
Guarantors thereunder, and the Liens created and provided for thereunder,
remain in full force and effect and shall not be affected, impaired or
discharged hereby.  Nothing herein
contained shall in any manner affect or impair the priority of the liens and
security interests created and provided for by the Collateral Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.  The Borrower shall use
commercially reasonable efforts to cause to be delivered to the Administrative
Agent, no later than 60 days after the date hereof, a date-down endorsement to
the lenders’ title policy for the property insured by the Mortgage, relating to
the second supplement to mortgage described in Section 3.7 hereof.


 


5.2.             Except as
specifically amended herein, the Credit Agreement shall continue in full force
and effect in accordance with its original terms.  Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.


 


5.3.             The Borrower agrees
to pay on demand all reasonable third party costs and expenses incurred by the
Administrative Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the reasonable fees and expenses of
counsel for the Administrative Agent.


 


23

















 


5.4.             This Amendment may be
executed in any number of counterparts, and by the different parties on
different counterpart signature pages, all of which taken together shall
constitute one and the same agreement. 
Any of the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed to
be an original.  This Amendment shall be
governed by the internal laws of the State of Illinois.


 


[SIGNATURE PAGE
TO FOLLOW]


 


24

















 


This First
Amendment and Waiver to Amended and Restated Credit Agreement is entered into
as of this 31st day of July, 2003.


 


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
  FLORISTS’
  TRANSWORLD DELIVERY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT PARTY AND GUARANTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FTD.COM INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  FTD, INC.

  
	
   

  	
  as Parent
  and as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VALUE
  NETWORK SERVICE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
										



 


 


25

















 


	
   

  	
  FTD HOLDINGS,
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ROBERT L
  NORTON

  	
   

  
	
   

  	
  Name

  	
  Robert L. Norton

  	
   

  
	
   

  	
  Title

  	
  CEO and Chairman

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FTD INTERNATIONAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RENAISSANCE
  GREETING CARDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CARRIE
  WOLFE

  	
   

  
	
   

  	
  Name

  	
  Carrie Wolfe

  	
   

  
	
   

  	
  Title

  	
  CFO

  	
   

  
											



 


26

















 


	
   

  	
  LENDERS

  
	
   

  	
   

  
	
   

  	
  HARRIS TRUST
  AND SAVINGS BANK, in its

  individual capacity as a Lender and as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ KIRBY M.
  LAW

  	
   

  
	
   

  	
  Name

  	
  Kirby M. Law

  	
   

  
	
   

  	
  Title

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ R.
  MICHAEL NEWTON

  	
   

  
	
   

  	
  Name

  	
  R. Michael
  Newton

  	
   

  
	
   

  	
  Title

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ DAVID J.
  WECHTER, VP

  	
   

  
	
   

  	
  Name

  	
  David J. Wechter

  	
   

  
	
   

  	
  Title

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STANDARD
  FEDERAL BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ANNETTE
  GORDON

  	
   

  
	
   

  	
  Name

  	
  Annette
  Gordon

  	
   

  
	
   

  	
  Title

  	
  First Vice
  President

  	
   

  
										



 


27

















 


EXHIBIT
1 TO
FIRST AMENDMENT AND WAIVER


 


EXHIBIT
B


 


NOTICE
OF BORROWING


 


Date: 
                    ,
     


 


To:          Harris Trust and Savings
Bank, as Administrative Agent for the Lenders parties to the Amended and
Restated Credit Agreement dated as of September 27, 2002 (as extended,
renewed, amended or restated from time to time, the “Credit Agreement”), among Florists’ Transworld Delivery,
Inc., FTD.COM INC., the Guarantors, certain Lenders which are signatories
thereto, and Harris Trust and Savings Bank, as Administrative Agent


 


Ladies and
Gentlemen:


 


The
undersigned,
                                   ,
refers to the Credit Agreement, the terms defined therein being used herein as
therein defined, and hereby gives you notice irrevocably, pursuant to
Section 1.5 of the Credit Agreement, of the Borrowing specified below:


 


1.         The
Business Day of the proposed Borrowing is
                  ,
     .


 


2.         The
aggregate amount of the proposed Borrowing is
$                       .


 


3.         The
Borrowing is being advanced under the Revolving Credit.


 


4.         The
Borrowing is to be comprised of
$                  
of [Base Rate] [Eurodollar] Loans.


 


[5. The duration of the Interest Period for the Eurodollar Loans
included in the Borrowing shall be
                    
months.]


 


The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed Borrowing, before and
after giving effect thereto and to the application of the proceeds therefrom:


 


(a)         the
representations and warranties contained in Section 6 of the Credit
Agreement are true and correct as though made on and as of such date (except to
the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date); and


 

















 


(b)         no
Default or Event of Default has occurred and is continuing or would result from
such proposed Borrowing.


 


	
   

  	
  [FLORISTS’
  TRANSWORLD DELIVERY, INC.]

  
	
   

  	
   

  
	
   

  	
  [FTD.COM
  INC.]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  
							



 


2

















 


EXHIBIT
2 TO
FIRST AMENDMENT AND WAIVER


 


EXHIBIT
C


 


NOTICE
OF CONTINUATION/CONVERSION


 


Date: 
                    ,
20   


 


To:           Harris Trust and
Savings Bank, as Administrative Agent for the Lenders parties to the Amended
and Restated Credit Agreement dated as of September 27, 2002 (as extended,
renewed, amended or restated from time to time, the “Credit Agreement”), among Florists’ Transworld Delivery,
Inc., FTD.COM INC., the Guarantors, certain Lenders which are signatories
thereto, and Harris Trust and Savings Bank, as Administrative Agent 


 


Ladies and
Gentlemen: 


 


The
undersigned,
                                           ,
refers to the Credit Agreement, the terms defined therein being used herein as
therein defined, and hereby gives you notice irrevocably, pursuant to
Section 1.5 of the Credit Agreement, of the [conversion] [continuation] of
the Loans specified herein, that:


 


1.         The
conversion/continuation Date is
               ,
     .


 


2.         The
aggregate amount of the Revolving  Loans
to be [converted] [continued] is
$                       .


 


3.         The
Loans are to be [converted into] [continued as] [Eurodollar] [Base Rate] Loans.


 


4.         [If
applicable:]  The duration of the
Interest Period for the Revolving Loans included in the [conversion]
[continuation] shall be
               
months.


 


The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the proposed conversion/continuation date, before
and after giving effect thereto and to the application of the proceeds
therefrom:


 


(a)         the
representations and warranties contained in Section 6 of the Credit Agreement
are true and correct as though made on and as of such date (except to the
extent such representations and warranties relate to an earlier date, in which
case they are true and correct as of such date); provided, however, that this condition shall not apply to
the conversion of an outstanding Eurodollar Loan to a Base Rate Loan; and


 

















 


(b)         no
Default or Event of Default has occurred and is continuing, or would result
from such proposed [conversion] [continuation].


 


	
   

  	
  [FLORISTS’
  TRANSWORLD DELIVERY, INC.]

  
	
   

  	
   

  
	
   

  	
  [FTD.COM
  INC.]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  
						



 


2

















 


EXHIBIT 3 TO FIRST AMENDMENT AND WAIVER


 


EXHIBIT D-3


 


REVOLVING NOTE


 


	
  U.S.
  $                       

  	
  July 31, 2003

  



 


FOR
VALUE RECEIVED, the undersigned, FTD.COM
INC., a Delaware corporation (“FTD.COM”),
hereby promises to pay to the order of
                                 
(the “Lender”) on the Termination
Date of the hereinafter defined Credit Agreement, at the principal office of
Harris Trust and Savings Bank, as Administrative Agent, in Chicago, Illinois,
in immediately available funds, the principal sum of
                                      
Dollars
($               )
or, if less, the aggregate unpaid principal amount of all Revolving Loans made
by the Lender to FTD.COM pursuant to the Credit Agreement, together with
interest on the principal amount of each Revolving Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates,
specified in the Credit Agreement.


 


This Note is
one of the Revolving Notes referred to in the Amended and Restated Credit
Agreement dated as of September 27, 2002, among the Borrower, FTD.COM, the
Guarantors, Harris Trust and Savings Bank, as Administrative Agent and the
Lenders party thereto (the “Credit
Agreement”), and this Note and the holder hereof are entitled to all
the benefits and security  provided
for thereby or referred to therein, to which Credit Agreement reference is
hereby made for a statement thereof. 
All defined terms used in this Note, except terms otherwise defined
herein, shall have the same meaning as in the Credit Agreement.  This Note shall be governed by and construed
in accordance with the internal laws of the State of Illinois.


 


Voluntary
prepayments may be made hereon, certain prepayments are required to be made
hereon, and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in
the Credit Agreement.


 


FTD.COM hereby
waives demand, presentment, protest or notice of any kind hereunder.


 


	
   

  	
  FTD.COM INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  
						



 

















 


EXHIBIT 4 TO FIRST AMENDMENT AND WAIVER


 


SCHEDULE I


TO COMPLIANCE CERTIFICATE 


 


FLORISTS’ TRANSWORLD DELIVERY, INC.


 


COMPLIANCE CALCULATIONS


FOR AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2002


 


CALCULATIONS AS OF                       ,
20     


 


	
  A.

  	
  Total Funded
  Debt to EBITDA (Section 8.22)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Total Funded
  Debt

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Net Income
  for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Interest
  Expense for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Income taxes
  for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Depreciation
  and Amortization Expense for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Payments of
  Settlement Amount for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  Minority
  interest expense for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  Plus/minus
  extraordinary non-cash losses/gains

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
  Other
  adjustments (see definition of EBITDA)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.

  	
  Sum of Lines
  A2, A3, A4, A5, A6, A7, A8 (if a loss) and A9

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.

  	
  Reimbursements
  for payments of Settlement Amount for past 4 quarters

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.

  	
  Sum of Line
  A11 and Line A8 (if a gain)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.

  	
  Difference
  of Line A10 less Line A12 (“EBITDA”)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.

  	
  Ratio of
  Line A1 to Line A13

  	
   

  	
     : 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.

  	
  Line A14
  ratio must not exceed

  	
   

  	
  2.50 : 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.

  	
  The Parent
  is in compliance (circle yes or no)

  	
   

  	
  yes/no

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Consolidated
  Net Worth (Section 8.23)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Consolidated
  Net Worth

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Line B1
  shall not be less than

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  The Parent
  is in compliance (circle yes or no)

  	
   

  	
  yes/no

  	
   

  
							



 

















 


	
  C.

  	
  Fixed Charge
  Coverage Ratio (Section 8.24)

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  1.

  	
  EBITDA (Line
  A13 above), less Capital
  Expenditures

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  2.

  	
  Scheduled
  cash principal payments for past 4 quarters

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  3.

  	
  Cash income
  taxes for past 4 quarters

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  4.

  	
  Cash
  Interest Expense for past 4 quarters

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  5

  	
  Restricted
  Payments (excluding management fees and related expenses and payments of
  Settlement Amounts which would otherwise be Restricted Payments) for past 4
  quarters

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  6.

  	
  Sum of Lines
  C2, C3, C4 and C5

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  7.

  	
  Ratio of
  Line C1 to Line C6

  	
   

  	
            :
  1.0

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  8.

  	
  Total Funded
  Debt (from Line A1)

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  9.

  	
  Line C7
  ratio must not be less than (1.75 to 1.0 if Line C8 is

  	
   

  	
            :
  1.0

  	
   

  	 

	
   

  	
   

  	
  less than
  $25,000,000, otherwise, 2.0 to 1.0)

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  10.

  	
  The Parent
  is in compliance (circle yes or no)

  	
   

  	
  yes/no

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  D.

  	
  Rentals
  (Section 8.26)

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  1.

  	
  Rentals
  during most recent fiscal year

  	
  $

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  2.

  	
  Line D1
  shall not be more than

  	
   

  	
  $10,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  The Parent
  is in compliance (circle yes or no)

  	
  yes/no

  	
   

  
									



 


2