Exhibit
10.19


 


AMENDED
AND RESTATED PLEDGE AGREEMENT


 


This Amended and Restated Pledge Agreement (the “Agreement”) is dated as of
September 27, 2002, by and among FTD, Inc. (f/k/a IOS Brands Corporation),
a Delaware corporation (the “Parent”), Florists’ Transworld Delivery, Inc., a Michigan corporation
(the “Borrower”),
and the other parties executing this Agreement under the heading “Pledgors”
(the Parent, the Borrower and such other parties, along with any parties who
execute and deliver to the Agent (as defined below) an agreement substantially
in the form attached hereto as Schedule F being hereinafter referred
to collectively as the “Pledgors” and individually as a “Pledgor”),
each with its mailing address at 3113 Woodcreek Drive, Downers Grove, Illinois
60515, and Harris Trust and Savings Bank,
an Illinois banking corporation (“HTSB”), with its mailing address at 111 West
Monroe Street, Chicago, Illinois 60603, acting as administrative agent
hereunder for the Secured Creditors hereinafter identified and defined (HTSB
acting as such administrative agent and any successor or successors to HTSB
acting in such capacity being hereinafter referred to as the “Agent”).


 


PRELIMINARY
STATEMENTS


 


A.                                   The
Borrower, the other Pledgors (other than FTD.COM Inc. and Renaissance Greeting
Cards, Inc.) and HTSB, individually and as Agent, have entered into a Credit
Agreement dated as of September 27, 2001 (such Credit Agreement, as the
same may be amended or modified from time to time, including amendments and
restatements thereof in its entirety, being hereinafter referred to as the “Prior
Credit Agreement”), pursuant to which HTSB and other banks and
financial institutions and letter of credit issuers from time to time party to
the Credit Agreement (HTSB, in its individual capacity, and such other banks
and financial institutions being hereinafter referred to collectively as the “Lenders”
and individually as a “Lender” and such letter of credit issuers
being hereinafter referred to collectively as the “L/C Issuers” and individually
as an “L/C
Issuer”) have agreed, subject to certain terms and conditions, to
extend credit and make certain other financial accommodations available to the
Borrower (the Agent, the Lenders and the L/C Issuers, together with any
affiliates of the Lenders party to the Hedging Agreements referred to below,
being hereinafter referred to collectively as the “Secured Creditors” and
individually as a “Secured Creditor”).


 


B.                                     The
Borrower and the other Pledgors (other than FTD.COM Inc.) are currently party to
a Pledge Agreement dated as of September 27, 2001, with HTSB, individually and
as agent for the lenders party to the Prior Credit Agreement (the “Prior
Pledge Agreement”), pursuant to which the Borrower and such other
subsidiaries have granted liens on certain personal property as collateral
security for the indebtedness, obligations, and liabilities of the Borrower
owing to such lenders under the Prior Credit Agreement.


 


C.                                     Concurrently
herewith, HTSB and the other lenders party to the Prior Credit Agreement are
refinancing all indebtedness, obligations, and liabilities owed to such lenders
by the Borrower under the Prior Credit Agreement (the “Prior Obligations”).


 

















 


D.                                    The Borrower, the other Pledgors and
HTSB, individually and as Agent, have also entered into an Amended and Restated
Credit Agreement dated of even date herewith (such Credit Agreement, as the
same may be amended or modified from time to time, including amendments and
restatements thereof in its entirety, being hereinafter referred to as the “Credit
Agreement”) pursuant to which HTSB and other lenders which from time
to time become party thereto (Harris and such other lenders which from time to
time become party thereto being hereinafter referred to collectively as the “Lenders”
and individually as a “Lender”) have agreed to modify the terms
and conditions applicable to the Prior Obligations and to provide for credit
and financial accommodations to be made available to the Borrower thereunder,
all subject to the terms and conditions therein set forth.


 


E.                                      The
Borrower and the other Pledgors may from time to time enter into one or more
Hedging Agreements (as such term is defined in the Credit Agreement) with
respect to, among other things, interest rate exchange, swap, cap, collar,
floor, or other similar agreements and one or more foreign currency contracts,
currency swap contracts or other similar agreements with one or more of the
Lenders party to the Credit Agreement, or their affiliates, for the purpose of
hedging or otherwise protecting against interest rate and foreign currency
exposure.


 


F.                                      As
a condition to extending credit to the Borrower under the Credit Agreement or
entering into any Hedging Agreements, the Secured Creditors have required,
among other things, that each Pledgor grant to the Agent for the benefit of the
Secured Creditors a lien on and security interest in the personal property of
such Pledgor described herein subject to the terms and conditions hereof.


 


G.                                     The
Parent owns, directly or indirectly, equity interests in each of the other
Pledgors and the Parent and the Borrower each provide the other Pledgors with
financial, management, administrative, and technical support which enables such
Pledgors to conduct their businesses in an orderly and efficient manner in the
ordinary course.


 


H.                                    Each
Pledgor will benefit, directly or indirectly, from credit and other financial
accommodations extended by the Secured Creditors to the Borrower.


 


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


 


Section 1.                                          Terms
Defined in Credit Agreement.  All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.  The term “Pledgor” and “Pledgors” as used herein shall mean and
include the Pledgors collectively and also each individually, with all grants,
representations, warranties and covenants of and by the Pledgors, or any of
them, herein contained to constitute joint and several grants, representations,
warranties and covenants of and by the Pledgors; provided, however, that
unless the context in which the same is used shall otherwise require, any
grant, representation, warranty or covenant contained herein related to the
Collateral shall be made by each Pledgor only with respect to the Collateral
owned by it or represented by such Pledgor as owned by it.


 


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Section 2.                                          Grant
of Security Interest in the Collateral. 
Each Pledgor hereby grants to the Agent for the benefit of the Secured
Creditors a lien on and security interest in, and acknowledges and agrees that
the Agent has and shall continue to have for the benefit of the Secured
Creditors a continuing lien on and security interest in, any and all right,
title and interest of each Pledgor in certain equity interests of each of its
direct Subsidiaries as set forth below, whether now owned or existing or
hereafter created, acquired or arising, and in whatever form, including the
following:


 


(a)                                  Stock
Collateral.  (i) All
shares of the capital stock of each Subsidiary which is a corporation owned or
held directly by such Pledgor, whether now owned or hereafter formed or
acquired (those shares delivered to and deposited with the Agent on or prior to
the date hereof being listed and described on Schedule A attached hereto),
and all substitutions and additions to such shares (herein, the “Pledged
Securities”), provided that, in the case of a lien and
security interest on the capital stock of a company incorporated or otherwise
organized outside of the United States of America or any State or territory
thereof (herein a “Foreign Company”), if any such grant of lien would amount
to more than 65% of the total combined voting stock of any such Foreign
Company, then such lien and security interest shall be limited to a lien and
security interest on the shares of capital stock representing 65% of the total
combined voting stock of such Foreign Company if granting a lien and security
interest in more than such 65% ownership interest would cause material adverse
tax consequences to the Parent, and such voting stock of any Foreign Company
not required to be pledged hereunder shall not be included in the definition of
“Pledged Securities”, (ii) all dividends, distributions and sums
distributable or payable from, upon or in respect of the Pledged Securities,
and (iii) all other rights and privileges incident to the Pledged
Securities (all of the foregoing being hereinafter referred to collectively as
the “Stock
Collateral”);


 


(b)                                 Partnership
Interest Collateral.  (i) All
partnership or other equity interests in each Subsidiary which is a partnership
(whether general or limited) owned or held directly by such Pledgor, whether
now owned or hereafter formed or acquired (each of such equity interests
existing on the date hereof being listed and identified on Schedule B attached
hereto) (such partnerships being hereinafter referred to collectively as the “Partnerships”
and individually as a “Partnership”), (ii) any and all
payments and distributions of whatever kind or character, whether in cash or
other property, at any time made, owing or payable to such Pledgor in respect
of or on account of its present or hereafter acquired interests in each
Partnership, whether due or to become due and whether representing profits,
distributions pursuant to complete or partial liquidation or dissolution of any
such Partnership, distributions representing the complete or partial redemption
of such Pledgor’s interest in any such Partnership or the complete or partial
withdrawal of such Pledgor from any such Partnership, repayment of capital
contributions, payment of management fees or commissions, or otherwise, and the
right to receive, receipt for, use and enjoy all such payments and
distributions, and (iii) all other rights and privileges incident to such
Pledgor’s interest in each Partnership (all of the foregoing being hereinafter
collectively called the “Partnership Interest Collateral”);


 


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(c)                                  LLC
Collateral.  (i) All
membership or other equity interests in each Subsidiary which is a limited
liability company owned or held directly by such Pledgor, whether now owned or
hereafter formed or acquired (each of such equity interests existing on the
date hereof being listed and identified on Schedule C attached hereto) (such
limited liability companies being hereinafter referred to collectively as the “LLCs”
and individually as a “LLC”), (ii) any and all payments and
distributions of whatever kind or character, whether in cash or other property,
at any time made, owing or payable to such Pledgor in respect of or on account
of its present or hereafter acquired interests in each LLC, whether due or to
become due and whether representing profits, distributions pursuant to complete
or partial liquidation or dissolution of any such LLC, distributions
representing the complete or partial redemption of such Pledgor’s interest in
such LLC or the complete or partial withdrawal of such Pledgor from any such
LLC, repayment of capital contributions, payment of management fees or
commissions, or otherwise, and the right to receive, receipt for, use and enjoy
all such payments and distributions, and (iii) all other rights and
privileges incident to such Pledgor’s interest in each LLC (all of the
foregoing being hereinafter referred to as the “LLC Collateral”); and


 


(d)                                 Proceeds.
 All proceeds of the foregoing;


 


all of the foregoing being herein sometimes referred to as the “Collateral”.  All terms which are used in this
Agreement which are defined in the Uniform Commercial Code of the State of
Illinois as in effect from time to time (“UCC”) shall have the same meanings herein
as such terms are defined in the UCC, unless this Agreement shall otherwise specifically
provide.


 


Section 3.                                          Obligations
Secured.  This Agreement is made and
given to secure, and shall secure, the prompt payment and performance when due
of (a) any and all indebtedness, obligations and liabilities of the
Pledgors, and of any of them individually, to the Secured Creditors, and to any
of them individually, under or in connection with or evidenced by the Credit
Agreement or any other Loan Document, including, without limitation, all
obligations evidenced by the Notes of the Borrower heretofore or hereafter
issued under the Credit Agreement, all obligations of the Borrower to reimburse
the Secured Creditors for the amount of all drawings on all Letters of Credit
issued pursuant to the Credit Agreement and all other obligations of the Borrower
under all Applications therefor, all obligations of the Pledgors, and of any of
them individually, arising under or in connection with or otherwise evidenced
by Hedging Agreements with any one or more of the Secured Creditors, and all
obligations of the Pledgors, and of any of them individually, arising under any
guaranty issued by it relating to the foregoing or any part thereof, in each
case whether now existing or hereafter arising (and whether arising before or
after the filing of a petition in bankruptcy and including all interest accrued
after the petition date), due or to become due, direct or indirect, absolute or
contingent, and howsoever evidenced, held or acquired and (b) any and all
expenses and charges, legal or otherwise, suffered or incurred by the Secured
Creditors, and any of them individually, in collecting or enforcing any of such
indebtedness, obligations and liabilities or in realizing on or protecting or
preserving any security therefor, including, without limitation, the lien and
security interest granted hereby (all of the indebtedness, obligations,
liabilities, expenses and charges described above being hereinafter referred to
as the “Obligations”).  Notwithstanding anything in this Agreement
to the contrary, the right of recovery against any Pledgor under this Agreement
(other than the Parent


 


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and the Borrower to which this limitation shall not
apply) shall not exceed $1.00 less than the lowest amount which would render
such Pledgor’s obligations under this Agreement void or voidable under
applicable law, including fraudulent conveyance law.


 


Section 4.                                          Covenants,
Agreements, Representations and Warranties.  Each Pledgor hereby covenants and agrees with, and represents and
warrants to, the Secured Creditors that:


 


(a)                                  Each
Pledgor is duly organized and validly existing in good standing under the laws
of the state of its organization.  Each
Pledgor’s legal name, state of organization, chief executive office and
organizational identification number (if any) are correctly set forth on Schedule D
to this Agreement.  No Pledgor shall
change its legal name or chief executive office without giving 30 days’ prior
written notice of its intent to do so to the Agent (provided in all cases such
chief executive office shall be within the United States of America).  No Pledgor shall change its state of
organization without the Agent’s prior written consent.  Each Pledgor is and shall be the sole and
lawful legal, record and beneficial owner of its Collateral, and has full
right, power, and authority to enter into this Agreement and to perform each
and all of the matters and things herein provided for.  The execution and delivery of this
Agreement, and the observance and performance of each of the matters and things
herein set forth, will not (i) contravene or constitute a default under
any provision of law or any judgment, injunction, order, or decree binding upon
any Pledgor or any provision of any Pledgor’s organizational documents or any
covenant, indenture, or agreement of or affecting any Pledgor or any of its
property or (ii) result in the creation or imposition of any lien or
encumbrance on any property of any Pledgor except for the lien and security
interest granted to the Agent hereunder.  No Pledgor shall, without the Agent’s prior written consent, sell,
assign, or otherwise dispose of the Collateral or any interest therein, except
to the extent permitted by Section 8.10 of the Credit Agreement.


 


(b)                                 The
Collateral, and every part thereof, is and shall be free and clear of all
security interests, liens, rights, claims, attachments, levies and encumbrances
of every kind, nature and description and whether voluntary or involuntary,
except for the security interest of the Agent hereunder and for other Liens
permitted by Section 8.8 of the Credit Agreement.  Each Pledgor shall warrant and defend the
Collateral against any claims and demands of all persons at any time claiming
the same or any interest in the Collateral adverse to any Secured Creditor.


 


(c)                                  Each
Pledgor agrees to execute and deliver to the Agent such further agreements,
assignments, instruments and documents and to do all such other things as the
Agent may deem necessary, reasonable or appropriate to assure the Agent its
lien and security interest hereunder, including such assignments,
acknowledgments (including acknowledgments of collateral assignment in the form
attached hereto as Schedule E), stock powers, financing
statements, instruments and documents as the Agent may from time to time
require in order to comply with the UCC. 
Each Pledgor hereby agrees that a carbon, photographic or other
reproduction of this Agreement or any such financing statement is sufficient
for filing as a financing statement by the Agent without prior notice thereof
to such Pledgor wherever the Agent in its discretion desires to file the


 


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same.  Each
Pledgor hereby authorizes the Agent to file any and all financing statements
covering Collateral or any part thereof as the Agent may require.  Each Pledgor hereby authorizes the Agent to
order lien searches from time to time as the Agent reasonably determines are
necessary or advisable to protect the perfection and priority of its security
interest in the Collateral against any Pledgor and the Collateral, and the
Pledgors shall promptly reimburse the Agent for all reasonable costs and
expenses incurred in connection with such lien searches.  In the event for any reason the law of any
jurisdiction other than Illinois becomes or is applicable to the Collateral or
any part thereof, or to any of the Obligations, each Pledgor agrees to execute
and deliver all such agreements, assignments, instruments and documents and to
do all such other things as the Agent in its discretion deems necessary or
appropriate to preserve, protect and enforce the lien and security interest of
the Agent under the law of such other jurisdiction.


 


(d)                                 Each
Pledgor shall promptly notify the Agent of any Stock Collateral, Partnership
Interest Collateral and LLC Collateral acquired or maintained by it after the
date hereof and not listed on Schedule A,  Schedule B, or Schedule C
hereof, and shall submit to the Agent a supplement to the relevant Schedule
reflecting the additional Collateral subject to this Agreement (provided a
Pledgor’s failure to do so shall not impair the Agent’s security interest
therein).


 


(e)                                  Except
as disclosed on the relevant Schedule, none of the Collateral constitutes
margin stock (within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System).


 


(f)                                    If
any Pledgor fails to perform when due any of the agreements and covenants
herein contained, the Agent may, at its option and upon prior notice to such
Debtor (unless the Agent reasonably determines that payment or performance
without such notice is necessary to protect, preserve or perfect its interests
in the relevant Collateral), perform the same and in so doing may expend such
sums as the Agent reasonably deems advisable in the performance thereof,
including, without limitation, the payment of any taxes, liens and
encumbrances, expenditures made in defending against any adverse claim, and all
other expenditures which the Agent may be compelled to make by operation of law
or which Agent may make by agreement or otherwise for the protection of the
security hereof.  All such sums and
amounts so expended shall be repayable by the Pledgors upon demand, shall
constitute additional Obligations secured hereunder and shall bear interest
from the date said amounts are expended at the rate per annum (computed on the
basis of a year of 365 or 366 days, as the case may be, for the actual number
of days elapsed) determined by adding 2% to the Base Rate from time to time in
effect plus the Applicable Margin for Base Rate Loans under the Revolving
Credit, with any change in such rate per annum as so determined by reason of a
change in such Base Rate to be effective on the date of such change in said
Base Rate (such rate per annum as so determined being hereinafter referred to
as the “Default
Rate”).  No such performance
of any covenant or agreement by the Agent on behalf of such Pledgor, and no
such advancement or expenditure therefor, shall relieve such Pledgor of any
default under the terms of this Agreement or in any way obligate any Secured
Creditor to take any further or future action with respect thereto.  The Agent, in making any payment


 


6

















 


hereby authorized, may do so according to any bill,
statement or estimate procured from the appropriate public office or holder of
the claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate, or into the validity of any tax assessment, sale,
forfeiture, tax lien or title or claim. 
The Agent, in performing any act hereunder, shall be the sole judge of
whether the relevant Pledgor is required to perform the same under the terms of
this Agreement.  The Agent is hereby
authorized to charge any account of any Pledgor maintained with any Secured
Creditor for the amount of such sums and amounts so expended.


 


Section 5.                                          Special
Provisions Re: Stock Collateral.


 


(a)                                  Each
Pledgor has the right to vote the Pledged Securities and there are no
restrictions upon the voting rights associated with, or the transfer of, any of
the Pledged Securities, except as provided by federal, state and local and,
with respect to Foreign Companies, foreign laws applicable to the sale of
securities generally and the terms of this Agreement.


 


(b)                                 The
certificates for all shares of the Pledged Securities shall be delivered by the
relevant Pledgor to the Agent duly endorsed in blank for transfer or
accompanied by an appropriate assignment or assignments or an appropriate
undated stock power or powers, in every case sufficient to transfer title
thereto.  The Agent may, at any time
after the occurrence of an Event of Default, cause to be transferred into its
name or into the name of its nominee or nominees any and all of the Pledged Securities.  The Agent shall at all times have the right
to exchange the certificates representing the Pledged Securities for
certificates of smaller or larger denominations.


 


(c)                                  The
Pledged Securities have been validly issued and, except as described on Schedule A,
are fully paid and non-assessable. 
Except as set forth on Schedule A, there are no outstanding
commitments or other obligations of the issuers of any of the Pledged
Securities to issue, and no options, warrants or other rights of any individual
or entity to acquire, any share of any class or series of capital stock of such
issuers.  The Pledged Securities listed
and described on Schedule A attached hereto constitute the percentage of the
issued and outstanding capital stock of each series and class of the issuers
thereof as set forth thereon owned by the relevant Pledgor.  Each Pledgor further agrees that in the
event any such issuer shall issue any additional capital stock of any series or
class (whether or not entitled to vote) to such Pledgor or otherwise on account
of its ownership interest therein, subject to the limitations set forth in
Section 2(a) above, such Pledgor will forthwith pledge and deposit
hereunder, or cause to be pledged and deposited hereunder, all such additional
shares of such capital stock.


 


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Section 6.                                          Special
Provisions Re: Partnership Interest Collateral and LLC Collateral.


 


(a)                                  Each
Pledgor represents and warrants to, and agrees with, the Secured Creditors as
follows:


 


(i)                                     each
Partnership is a valid and existing entity of the type listed on Schedule B
and is duly organized and existing under applicable law; and each LLC is duly
organized and existing under applicable law;


 


(ii)                                  the
Partnership Interest Collateral listed and described on Schedule B attached
hereto constitutes the percentage of the equity interest in each Partnership
set forth thereon owned by the relevant Pledgor; and the LLC Collateral listed
and described on Schedule C attached hereto constitutes the percentage
of the equity interest in each LLC set forth thereon owned by the relevant
Pledgor; and


 


(iii)                               the
copies of the partnership agreements of each Partnership and the articles of
association and operating agreements of each LLC (each such agreement being
hereinafter referred to as “Organizational Agreement”) heretofore
delivered to the Agent are true and correct copies thereof and have not been
amended or modified in any respect.


 


(b)                                 Each
Pledgor agrees that it shall not, without the prior written consent of the
Agent, agree to any amendment or modification to any of the Organizational
Agreements which would in any manner materially adversely affect or impair the
Partnership Interest Collateral or LLC Collateral or reduce or dilute the
rights of such Pledgor with respect to any Partnership or LLC, any of such done
without such prior written consent to be null and void.  The Pledgors shall promptly send to the
Agent copies of all notices and communications with respect to each Partnership
and each LLC alleging the existence of a default by any Pledgor in the
performance of any of its obligations under any Organizational Agreement.  Each Pledgor agrees that it will promptly
notify the Agent of any litigation which is reasonably likely to have a
Material Adverse Effect or is reasonably likely to materially and adversely
affect a Partnership or a LLC or any of their respective properties and of any
material adverse change in the operations, business properties, assets or
conditions, financial or otherwise, of any Partnership or any LLC.  Each Pledgor shall perform when due all of
its obligations under each Organizational Agreement.  In the event any Pledgor fails to pay or perform any obligation
arising under any Organizational Agreement or otherwise related to any
Partnership or any LLC, the Agent may, but need not, pay or perform such
obligation at the expense and for the account of the Pledgors and all funds
expended for such purposes shall constitute Obligations secured hereby which
the Pledgors promise to pay to the Agent together with interest thereon at the
Default Rate.


 


(c)                                  The
certificates, if any, at any time evidencing any Pledgor’s interest in any
Partnership or LLC shall be delivered to the Agent duly endorsed in blank for
transfer or accompanied by an appropriate assignment or assignments or an
appropriate


 


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undated stock power or powers, in every case
sufficient to transfer title thereto. 
The Agent may, at any time after the occurrence of an Event of Default,
cause to be transferred into its name or the name of its nominee or nominees,
any and all of such Collateral.  The
Agent shall at all times have the right to exchange the certificates
representing such Collateral for certificates of smaller or larger
denominations.


 


(d)                                 Each
Pledgor has the right to vote its interest in each Partnership and LLC (except
as set forth herein) and there are no restrictions upon the voting rights
associated with, or the transfer of, any of the Partnership Interest Collateral
or LLC Collateral, except as provided by federal, state and local laws
applicable to the sale of securities generally, the terms of any Organizational
Agreement under which such person is organized and the terms of this Agreement.


 


(e)                                  Except
as set forth on Schedule C, there are no outstanding commitments or
other obligations of any LLC to issue, and no options, warrants or other rights
of any individual or entity to acquire, any interest in such LLC.


 


Section 7.                                          Voting
Rights and Dividends.  So long as no
Event of Default hereunder has occurred and is continuing and thereafter until
notified by the Agent pursuant to Section 9(b) hereof:


 


(a)                                  Each
Pledgor shall be entitled to exercise all voting and/or consensual powers
pertaining to the Collateral of such Pledgor, or any part thereof, for all
purposes not inconsistent with the terms of this Agreement or any other
document evidencing or otherwise relating to any of the Obligations.


 


(b)                                 Each
Pledgor shall be entitled to receive and retain all dividends and distributions
in respect of the Collateral which are paid in cash of whatsoever nature; provided,
however, that such dividends and distributions representing:


 


(i)                                     stock
or liquidating dividends or a distribution or return of capital upon or in
respect of the Pledged Securities or any part thereof or resulting from a
split-up, revision or reclassification of the Pledged Securities or any part
thereof or received in addition to, in substitution of or in exchange for the
Pledged Securities or any part thereof as a result of a merger, consolidation
or otherwise; or


 


(ii)                                  distributions
in complete or partial liquidation of any Partnership or LLC or the interest of
such Pledgor therein;


 


in each case, shall be paid, delivered or transferred,
as appropriate, directly to the Agent immediately upon the receipt thereof by
such Pledgor and may, in the case of cash, be applied by the Agent to the
Obligations in accordance with the terms of the Credit Agreement, whether or
not the same may then be due or otherwise adequately secured and shall, in the case
of all other property, together with any cash received by the Agent and not
applied as aforesaid, be held by the Agent pursuant hereto as part of the


 


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Collateral pledged under and subject to the terms of
this Agreement.  If an Event of Default
shall have occurred and be continuing, all dividends and distributions received
by the Agent and then held by it pursuant to this Section 7(b)(ii) as part
of the Collateral will be applied as provided in Section 10 hereof.


 


(c)                                  In
order to permit each Pledgor to exercise such voting and/or consensual powers
which it is entitled to exercise under subsection (a) above and to receive
such distributions which such Pledgor is entitled to receive and retain under
subsection (b) above, the Agent will, if necessary, upon the written
request of such Pledgor, from time to time execute and deliver to such Pledgor
appropriate proxies and dividend orders.


 


Section 8.                                          Power
of Attorney.  Each Pledgor hereby
appoints the Agent, its nominee, or any other person whom the Agent may
designate as such Pledgor’s attorney-in-fact, with full power and authority
upon the occurrence and during the continuation of any Event of Default to ask,
demand, collect, receive, receipt for, sue for, compound and give acquittance
for any and all sums or properties which may be or become due, payable or
distributable in respect of the Collateral or any part thereof, with full power
to settle, adjust or compromise any claim thereunder or therefor as fully as
such Pledgor could itself do, to endorse or sign the Pledgor’s name on any
assignments, stock powers, or other instruments of transfer and on any checks,
notes, acceptances, money orders, drafts, and any other forms of payment or
security that may come into the Agent’s possession and on all documents of
satisfaction, discharge or receipt required or requested in connection
therewith, and, in its discretion, to file any claim or take any other action
or proceeding, either in its own name or in the name of such Pledgor, or
otherwise, which the Agent deems necessary or appropriate to collect or
otherwise realize upon all or any part of the Collateral, or effect a transfer
thereof, or which may be necessary or appropriate to protect and preserve the
right, title and interest of the Agent in and to such Collateral and the
security intended to be afforded hereby. 
Each Pledgor hereby ratifies and approves all acts of any such attorney
and agrees that neither the Agent nor any such attorney will be liable for any
such acts or omissions nor for any error of judgment or mistake of fact or law
other than such person’s gross negligence or willful misconduct.  The Agent may file one or more financing
statements disclosing its security interest in all or any part of the
Collateral without any Pledgor’s signature appearing thereon, and each Pledgor
also hereby grants the Agent a power of attorney to execute any such financing
statements, and any amendments or supplements thereto, to preserve the
perfection and priority of the security interests granted or purported to be
granted hereby on behalf of such Pledgor without notice thereof to such
Pledgor.  The foregoing powers of
attorney, being coupled with an interest, are irrevocable until the Obligations
have been fully satisfied and all commitments of the Lenders to extend credit
to or for the account of the Borrower under the Credit Agreement have expired
or otherwise terminated.


 


Section 9.                                          Defaults
and Remedies.  (a) The
occurrence of any event or the existence of any condition which is specified as
an “Event of Default” under the Credit Agreement shall constitute an “Event of
Default” hereunder.


 


(b)                                 Upon
the occurrence and during the continuation of any Event of Default, all rights
of the Pledgors to receive and retain the distributions which they are entitled
to receive and retain pursuant to Section 7(b) hereof shall, at the option
of the Agent cease and thereupon become


 


10

















 


vested in the Agent which, in addition to all other
rights provided herein or by law, shall then be entitled solely and exclusively
to receive and retain the distributions which the Pledgors would otherwise have
been authorized to retain pursuant to Section 7(b) hereof and all rights
of the Pledgors to exercise the voting and/or consensual powers which they are
entitled to exercise pursuant to Section 7(a) hereof shall, at the option
of the Agent, cease and thereupon become vested in the Agent which, in addition
to all other rights provided herein or by law, shall then be entitled solely
and exclusively to exercise all voting and other consensual powers pertaining
to the Collateral and to exercise any and all rights of conversion, exchange or
subscription and any other rights, privileges or options pertaining thereto as
if the Agent were the absolute owner thereof including, without limitation, the
right to exchange, at its discretion, the Collateral or any part thereof upon
the merger, consolidation, reorganization, recapitalization or other readjustment
of the respective issuer thereof or upon the exercise by or on behalf of any
such issuer or the Agent of any right, privilege or option pertaining to the
Collateral or any part thereof and, in connection therewith, to deposit and
deliver the Collateral or any part thereof with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Agent may determine. 
In the event the Agent in good faith believes any of the Collateral
constitutes restricted securities within the meaning of any applicable
securities law, any disposition thereof in compliance with such laws shall not
render the disposition commercially unreasonable.


 


(c)                                  Upon
the occurrence and during the continuation of any Event of Default, the Agent
shall have, in addition to all other rights provided herein or by law, the
rights and remedies of a secured party under the UCC in all relevant
jurisdictions, and further the Agent may, without demand and, to the extent
permitted by applicable law, without advertisement, notice, hearing or process
of law to the extent permitted by applicable law, all of which each Pledgor
hereby waives to the extent permitted by applicable law, at any time or times,
sell and deliver any or all of the Collateral held by or for it at public or
private sale, at any securities exchange or broker’s board or at any of the
Agent’s offices or elsewhere, for cash, upon credit or otherwise, at such
prices and upon such terms as the Agent deems advisable, in its sole discretion.  In the exercise of any such remedies, the
Agent may sell the Collateral as a unit even though the sales price thereof may
be in excess of the amount remaining unpaid on the Obligations.  Also, if less than all the Collateral is
sold, the Agent shall have no duty to marshal or apportion the part of the
Collateral so sold as between the Pledgors, or any of them, but may sell and
deliver any or all of the Collateral without regard to which of the Pledgors
are the owners thereof.  In addition to
all other sums due any Secured Creditor hereunder, each Pledgor shall pay the
Secured Creditors all costs and expenses incurred by the Secured Creditors,
including reasonable attorneys’ fees and court costs, in obtaining, liquidating
or enforcing payment of Collateral or the Obligations or in the prosecution or
defense of any action or proceeding by or against any Secured Creditor or any
Pledgor concerning any matter arising out of or connected with this Agreement
or the Collateral or the Obligations including, without limitation, any of the
foregoing arising in, arising under or related to a case under the United
States Bankruptcy Code (or any successor statute).  Any requirement of reasonable notice shall be met if such notice
is personally served on or mailed, postage prepaid, to the Pledgors in
accordance with Section 14(b) hereof at least 10 days before the time
of sale or other event giving rise to the requirement of such notice; provided,
however, no notification need be given to a Pledgor if such Pledgor
has signed, after an Event of Default has occurred, a statement renouncing any
right to notification of sale or other intended


 


11

















 


disposition. 
The Agent shall not be obligated to make any sale or other disposition
of the Collateral regardless of notice having been given.  Any Secured Creditor may be the purchaser at
any such sale.  Each Pledgor hereby
waives all of its rights of redemption from any such sale to the extent
permitted by applicable law.  The Agent
may postpone or cause the postponement of the sale of all or any portion of the
Collateral by announcement at the time and place of such sale, and such sale
may, without further notice, be made at the time and place to which the sale
was postponed or the Agent may further postpone such sale by announcement made
at such time and place.  The Agent may
sell or otherwise dispose of the Collateral without giving any warranties as to
the Collateral or any part thereof, including disclaimers of any warranties of title
or the like, and each Pledgor acknowledges and agrees that the absence of such
warranties shall not render the disposition commercially unreasonable.


 


Each Pledgor agrees that if any part of the
Collateral is sold at any public or private sale, the Agent may elect to sell
only to a buyer who will give further assurances, satisfactory in form and
substance to the Agent, respecting compliance with the requirements of the
Federal Securities Act of 1933, as amended, and applicable state securities
laws, and a sale subject to such condition shall be deemed commercially
reasonable.


 


Each Pledgor further agrees that in any sale
of any part of the Collateral, the Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including, without limitation, compliance with such procedures as may restrict
the number of prospective bidders and purchasers and/or further restrict such prospective
bidders or purchasers to persons who will represent and agree that they are
purchasing for their own account for investment and not with a view to the
distribution or resale of such Collateral ), or in order to obtain any required
approval of the sale or of the Purchaser by any governmental regulatory
authority or official, and each Pledgor further agrees that such compliance
shall not result in such sale being considered or deemed not to have been made
in a commercially reasonable manner, nor shall the Agent be liable or
accountable to any Pledgor for any discount allowed by reason of the fact that
such collateral is sold in compliance with any such limitation or restriction.


 


(d)                                 In
the event the Agent shall sell or otherwise dispose of all or any part of the
Partnership Interest Collateral or LLC Collateral, each Pledgor hereby grants
the purchaser of such portion of the Partnership Interest Collateral or LLC
Collateral to the fullest extent of its capacity, the ability (but not the
obligation) to become a partner or member in the relevant Partnership or LLC,
as the case may be (subject to the approval of the relevant Partnership or LLC,
as the case may be, in the exercise of its discretion in accordance with its
Organizational Agreement and subject to any requirements of applicable law), in
the place and stead of such Pledgor.  To
exercise such right, the purchaser shall give written notice to the relevant
Partnership or LLC, as the case may be, of its election to become a partner or
member in such Partnership or LLC. 
Following such election and giving of consent by all necessary partners
or members of the relevant Partnership or LLC as to the purchaser becoming a
partner or member,


 


12

















 


the purchaser shall have the right and powers and be
subject to the liabilities of a partner or member under the relevant
Organizational Agreement and the partnership or limited liability company act
governing the Partnership or LLC.


 


(e)                                  Upon
the occurrence and during the continuation of any Event of Default, in addition
to all other rights provided herein or by law, the Agent shall have the right
to cause all or any part of the Partnership Interest Collateral or LLC
Collateral of any of the Pledgors in any one or more of the Partnerships or
LLCs to be redeemed and to cause a withdrawal, in whole or in part, of any
Pledgor from any Partnership or LLC or any of its interest therein.


 


(f)                                    The
powers conferred upon the Agent hereunder are solely to protect its interest in
the Collateral and shall not impose on it any duties to exercise such
powers.  The Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the
Collateral in its possession or control if the Collateral is accorded treatment
substantially equivalent to that which the Agent accords its own property,
consisting of similar types securities, it being understood, however, that the
Agent shall have no responsibility for (i) ascertaining or taking any
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Collateral, whether or not the Agent has or is
deemed to have knowledge of such matters, (ii) taking any necessary steps
to preserve rights against any parties with respect to any Collateral, or
(iii) initiating any action to protect the Collateral or any part thereof
against the possibility of a decline in market value.  This Agreement constitutes an assignment of rights only and not
an assignment of any duties or obligations of the Pledgors in any way related
to the Collateral, and the Agent shall have no duty or obligation to discharge
any such duty or obligation.  By its
acceptance hereof, the Agent does not undertake to perform or discharge and
shall not be responsible or liable for the performance or discharge of any such
duties or responsibilities and shall not in any event become a “Substituted
Limited Partner”  or words of
like import (as defined in the relevant Organizational Agreement) in the
relevant Partnership.  Neither any
Secured Creditor, nor any party acting as attorney for any Secured Creditor,
shall be liable hereunder for any acts or omissions or for any error of
judgment or mistake of fact or law other than such person’s gross negligence or
willful misconduct.


 


(g)                                 Failure
by the Agent to exercise any right, remedy or option under this Agreement or
any other agreement between any Pledgor and the Agent or provided by law, or
delay by the Agent in exercising the same, shall not operate as a waiver; and
no waiver shall be effective unless it is in writing, signed by the party
against whom such waiver is sought to be enforced and then only to the extent
specifically stated.  The rights and
remedies of the Secured Creditors under this Agreement shall be cumulative and
not exclusive of any other right or remedy which the any Secured Creditor may
have.  For purposes of this Agreement,
an Event of Default shall be construed as continuing after its occurrence until
the same is waived in writing by the Agent.


 


Section 10.                                   Application
of Proceeds.  The proceeds and
avails of the Collateral at any time received by the Agent upon the occurrence
and during the continuation of any Event of Default shall, when received by the
Agent in cash or its equivalent, be applied by the Agent in reduction of, or
held as collateral security for, the Obligations in accordance with the terms
of the Credit Agreement.  The Pledgors
shall remain liable to the Secured Creditors for any deficiency.  Any surplus remaining after the full payment
and satisfaction of the Obligations shall be returned


 


13

















 


to the Borrower, as agent for Pledgors, or to
whomsoever the Agent reasonably determines is lawfully entitled thereto.


 


Section 11.                                   Continuing
Agreement.  This Agreement shall be
a continuing agreement in every respect and shall remain in full force and
effect until all of the Obligations, both for principal and interest, have been
fully paid and satisfied and the commitments of the Secured Creditors to extend
credit to or for the account of the Borrower under the Credit Agreement shall
have expired or otherwise terminated. 
Upon such termination of this Agreement, the Agent shall, upon the
request and at the expense of the Pledgors, forthwith release all its liens and
security interests hereunder.


 


Section 12.                                   The
Agent.  In acting under or by virtue
of this Agreement, the Agent shall be entitled to all the rights, authority,
privileges, and immunities provided in the Credit Agreement, all of which
provisions of said Credit Agreement (including, without limitation,
Section 11 thereof) are incorporated by reference herein with the same
force and effect as if set forth herein in their entirety.  The Agent hereby disclaims any
representation or warranty to the other Secured Creditors or any other holders
of the Obligations concerning the perfection of the liens and security
interests granted hereunder or in the value of the Collateral.


 


Section 13.                                   Primary
Security; Obligations Absolute.  The
lien and security herein created and provided for stand as direct and primary
security for the Obligations of the Borrower arising under or otherwise
relating to the Credit Agreement as well as for the other Obligations secured
hereby.  No application of any sums
received by the Agent in respect of the Collateral or any disposition thereof
to the reduction of the Obligations or any portion thereof shall in any manner
entitle any Pledgor to any right, title or interest in or to the Obligations or
any collateral security therefor, whether by subrogation or otherwise, unless
and until all Obligations have been fully paid and satisfied and all
commitments to extend credit to or for the account of the Borrower under the
Credit Agreement have expired or otherwise terminated.  Each Pledgor acknowledges and agrees that
the lien and security hereby created and provided for are absolute and
unconditional and shall not in any manner be affected or impaired by any acts
or omissions whatsoever of any Secured Creditor or any other holder of any of
the Obligations, and without limiting the generality of the foregoing, the lien
and security hereof shall not be impaired by any acceptance by any Secured
Creditor or any other holder of any of the Obligations of any other security
for or guarantors upon any Obligations or by any failure, neglect or omission
on the part of any Secured Creditor or any other holder of any of the
Obligations to realize upon or protect any of the Obligations or any collateral
security therefor.  The lien and
security hereof shall not in any manner be impaired or affected by (and the
Secured Creditors, without notice to anyone, are hereby authorized to make from
time to time) any sale, pledge, surrender, compromise, settlement, release,
renewal, extension, indulgence, alteration, substitution, exchange, change in,
modification or disposition of any of the Obligations, or of any collateral
security therefor, or of any guaranty thereof, or of any instrument or
agreement setting forth the terms and conditions pertaining to any of the
foregoing.  The Secured Creditors may at
their discretion at any time grant credit to the Borrower without notice to the
other Pledgors in such amounts and on such terms as the Secured Creditors may
elect without in any manner impairing the lien and security hereby created and
provided for.  In order to realize
hereon and to exercise the rights granted the Secured Creditors hereunder and
under applicable law, there shall be no obligation on the part of


 


14

















 


any Secured Creditor or any other holder of any of the
Obligations at any time to first resort for payment to the Borrower or any
other Pledgor or to any guaranty of the Obligations or any portion thereof or
to resort to any other collateral security, property, liens or any other rights
or remedies whatsoever, and the Secured Creditors shall have the right to
enforce this Agreement as against any Pledgor or any of its Collateral
irrespective of whether or not other proceedings or steps seeking resort to or
realization upon or from any of the foregoing are pending.


 


Section 14.                                   Miscellaneous.  (a)  This Agreement cannot be
changed or terminated orally.  This
Agreement shall create a continuing lien on and security interest in the
Collateral and shall be binding upon each Pledgor, its successors and permitted
assigns, and shall inure, together with the rights and remedies of the Secured
Creditors hereunder, to the benefit of the Secured Creditors, and their
successors and assigns; provided, however, that no Pledgor may
assign its rights or delegate its duties hereunder without the Agent’s prior
written consent.  Without limiting the
generality of the foregoing, and subject to the provisions of the Credit
Agreement, any Lender may assign or otherwise transfer any indebtedness held by
it secured by this Agreement to any other person, and such other person shall
thereupon become vested with all the benefits in respect thereof granted to
such Lender herein or otherwise.


 


(b)                                 All
notices and other communications provided for hereunder shall be given in the
manner provided in and otherwise in accordance with the terms of Section 13.8
of the Credit Agreement, provided that any notice to a Pledgor
other than the Borrower shall be sent in care of the Borrower in the same
manner as notices to the Borrower under the Credit Agreement.


 


(c)                                  No
Lender shall have the right to institute any suit, action or proceeding in
equity or at law for the foreclosure or other realization upon any Collateral
subject to this Agreement or for the execution of any trust or power hereof or
for the appointment of a receiver, or for the enforcement of any other remedy
under or upon this Agreement; it being understood and intended that no one or
more of the Lenders shall have any right in any manner whatsoever to affect,
disturb or prejudice the lien and security interest of this Agreement by its or
their action or to enforce any right hereunder, and that all proceedings at law
or in equity shall be instituted, had and maintained by the Agent in the manner
herein provided for the benefit of the Secured Creditors.


 


(d)                                 In
the event that any provision hereof shall be deemed to be invalid or
unenforceable by reason of the operation of any law or by reason of the
interpretation placed thereon by any court, this Agreement shall be construed
as not containing such provision, but only as to such jurisdictions where such
law or interpretation is operative, and the invalidity or unenforceability of
such provision shall not affect the validity of any remaining provision hereof,
and any and all other provisions hereof which are otherwise lawful and valid
shall remain in full force and effect. 
Without limiting the generality of the foregoing, in the event that this
Agreement shall be deemed to be invalid or otherwise unenforceable with respect
to any Pledgor, such invalidity or unenforceability shall not affect the
validity of this Agreement with respect to the other Pledgors.


 


(e)                                  In
the event the Secured Creditors shall at any time in their discretion permit a
substitution of Pledgors hereunder or a party shall wish to become a Pledgor
hereunder, such


 


15

















 


substituted or additional Pledgor shall, upon
executing an agreement in the form attached hereto as Schedule F, become a
party hereto and be bound by all the terms and conditions hereof to the same
extent as though such Pledgor had originally executed this Agreement and, in
the case of a substitution, in lieu of the Pledgor being replaced.  Any such agreement shall contain information
as to such Pledgor necessary to update Schedules A, B, C and D with respect
to it.  No such substitution shall be
effective absent the written consent of the Agent nor shall it in any manner
affect the obligations of the other Pledgors hereunder.


 


(f)                                    This
Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterpart signature pages, each constituting an
original, but all together one and the same instrument.  Each Pledgor acknowledges that this
Agreement is and shall be effective upon its execution and delivery by such
Pledgor to the Agent, and it shall not be necessary for the Agent to execute
this Agreement or any other acceptance hereof or otherwise to signify or
express its acceptance hereof.


 


(g)                                 This
Agreement shall be deemed to have been made in the State of Illinois and shall
be governed by, and construed in accordance with, the laws of the State of
Illinois.  The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning of any provision hereof.


 


(h)                                 Each
Pledgor hereby submits to the non-exclusive 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, Illinois for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby.  Each Pledgor
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 form.  Each Pledgor and, by
accepting the benefits of this Agreement, each Secured Creditor hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


(i)                                     Termination;
Release.  At such time as the
Commitments are terminated, all Letters of Credit have expired or have been
cash collateralized and the principal and interest on the Notes and all other
Obligations of the Parent, the Borrower or any Subsidiary under the Credit
Agreement and the other Loan Documents, including without limitation all
Hedging Liability, shall have been paid in full, this Agreement shall terminate
(except for provisions that by their terms survive such termination).  Upon such termination, the Agent, at the
expense of the Pledgors, shall take such actions as are appropriate and
reasonably requested by the Pledgors in connection therewith to evidence such
termination.  Upon any disposition of
Collateral by any Pledgor permitted under the Credit Agreement, such Collateral
shall be sold or otherwise disposed of free and clear of the Lien created by
the Collateral Documents and the obligations of this Agreement and the Agent,
at the expense of the Pledgors, shall take such actions as are appropriate and
reasonably requested by the Pledgors in connection therewith.


 


16

















 


[SIGNATURE PAGES TO
FOLLOW]


 


17

















 


IN WITNESS WHEREOF, each Pledgor has caused this
Agreement to be duly executed and delivered as of the date first above written.


 


	
   

  	
  “Pledgors”

  
	
   

  	
   

  
	
   

  	
  Florists’ Transworld
  Delivery, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FTD, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Value Network Service, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FTD Holdings, Incorporated

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ JON R. BURNEY

  
	
   

  	
   

  	
  Name

  	
  Jon R. Burney

  
	
   

  	
   

  	
  Title

  	
  Secretary

  
					



 


18

















 


	
   

  	
  FTD International
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Renaissance Greeting Cards,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FTD.COM Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  
					



 


 


Acknowledged and agreed to in Chicago, Illinois as of the date first
above written.


 


 


	
   

  	
  HARRIS TRUST AND SAVINGS BANK, as Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ KIRBY M. LAW

  
	
   

  	
   

  	
  Name

  	
  Kirby M. Law

  
	
   

  	
   

  	
  Title

  	
  Vice President

  
					



 


19

















 


SCHEDULE A TO PLEDGE AGREEMENT


 


 


THE PLEDGED
SECURITIES


 


	
  NAME OF
  PLEDGOR

  	
   

  	
  NAME OF
  ISSUER

  	
   

  	
  JURISDICTION
  OF

  INCORPORATION

  	
   

  	
  NO. OF

  SHARES

  	
   

  	
  CERTIFICATE
  NO.

  	
   

  	
  PERCENTAGE

  OF ISSUER’S

  STOCK

  	
   

  
	
  FTD, Inc.

  	
   

  	
  Florists’ Transworld
  Delivery, Inc.

  	
   

  	
  Michigan

  	
   

  	
  100

  	
   

  	
  #1

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Value Network Service,
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  100

  	
   

  	
  #1

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FTD International
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  1,000

  	
   

  	
  #2

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Florists’
  Transworld Delivery, Inc.

  	
   

  	
  FTD Holdings,
  Incorporated

  	
   

  	
  Delaware

  	
   

  	
  3,000

  	
   

  	
  #1 (1 share)

  #2 (2,999 shares)

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FTD.COM Inc.

  	
   

  	
  Delaware

  	
   

  	
  1000

  	
   

  	
  #C-1

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Florists’ Transworld
  Delivery Association of Canada Limited

  	
   

  	
  Ontario

  	
   

  	
  9.75

  	
   

  	
  #2

  	
   

  	
  65

  	
  %

  
	
   

  	
   

  	
  Interflora, Inc.

  	
   

  	
  Michigan

  	
   

  	
  500

  	
   

  	
  #1

  	
   

  	
  33 

  	
  1/3%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value
  Network Service, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  Holdings, Incorporated

  	
   

  	
  Renaissance Greeting
  Cards, Inc.

  	
   

  	
  Maine

  	
   

  	
  800

  	
   

  	
  #1 (1 share)

  #2 (799 shares)

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  International Corporation

  	
   

  	
  Florists’ Transworld
  Delivery de Mexico, S. de R.L. de C.V.

  	
   

  	
  Mexico, Federal
  District

  	
   

  	
  1,950

  MXP

  	
   

  	
  N/A

  	
   

  	
  65

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renaissance
  Greeting Cards, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD.COM Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE B TO PLEDGE AGREEMENT


 


 


PARTNERSHIP
INTEREST COLLATERAL


 


	
  NAME OF
  PLEDGOR

  	
   

  	
  NAME OF

  PARTNERSHIP

  	
   

  	
  TYPE OF

  ORGANIZATION

  	
   

  	
  JURISDICTION
  OF

  ORGANIZATION

  	
   

  	
  PERCENTAGE
  OF

  OWNERSHIP

  	
   

  
	
  FTD,
  Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Florists’
  Transworld Delivery, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value
  Network Service, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  Holdings, Incorporated

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  International Corporation

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renaissance
  Greeting Cards, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD.COM
  Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE C TO PLEDGE AGREEMENT


 


 


LLC
COLLATERAL


 


	
  NAME OF PLEDGOR

  	
   

  	
  NAME OF
  LLC

  	
   

  	
  JURISDICTION
  OF

  INCORPORATION

  	
   

  	
  PERCENTAGE
  OF EQUITY

  INTEREST OWNED BY

  PLEDGOR

  	
   

  
	
  FTD,
  Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Florists’
  Transworld Delivery, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value
  Network Service, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  Holdings, Incorporated

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  International Corporation

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renaissance
  Greeting Cards, Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD.COM
  Inc.

  	
   

  	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


SCHEDULE D
TO PLEDGE AGREEMENT


 


ORGANIZATIONAL
INFORMATION


 


	
  NAME OF
  PLEDGOR

  	
   

  	
  STATE OF

  ORGANIZATION

  	
   

  	
  ORGANIZATION
  NO.

  (IF ANY)

  	
   

  	
  CHIEF
  EXECUTIVE OFFICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Florists’
  Transworld Delivery, Inc.

  	
   

  	
  Michigan

  	
   

  	
  195-978

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL 60515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD, Inc.

  	
   

  	
  Delaware

  	
   

  	
  2328319

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL 60515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value Network Service,
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  3070831

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL 60515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD Holdings,
  Incorporated

  	
   

  	
  Delaware

  	
   

  	
  2291883

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL 60515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD
  International Corporation

  	
   

  	
  Delaware

  	
   

  	
  3160529

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL 60515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renaissance
  Greeting Cards, Inc.

  	
   

  	
  Maine

  	
   

  	
  19930532D

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL 60515

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FTD.COM
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  3020976

  	
   

  	
  3113 Woodcreek Drive

  Downers Grove, IL  60515

  



 

















 


SCHEDULE
E TO PLEDGE AGREEMENT


 


ACKNOWLEDGMENT
TO COLLATERAL ASSIGNMENT


 


                     ,
20   


 


 


 


 


 


Attention:


 


Ladies and Gentlemen:


 


                                                      
(“Pledgor”)
is a party to that certain Amended and Restated Pledge Agreement dated as of
September  27, 2002 (the “Pledge Agreement”) in favor of Harris
Trust and Savings Bank (the “Agent”), a copy of which you have
received.  Pursuant to the Pledge Agreement,
Pledgor assigned its equity interests in
                                     
(the “Partnership/LLC”)
as collateral security for, among other things, indebtedness and obligations of
Florists’ Transworld Delivery, Inc. (the “Borrower”) now or from time to time owing
pursuant to that certain Amended and Restated Credit Agreement dated as of
September 27, 2002 (such Amended and Restated Credit Agreement as the same may
be amended, modified or restated from time to time being hereinafter referred
to as the “Credit
Agreement”) among the Borrower, the Borrower’s affiliates party
thereto as guarantors, the Agent, and various other lenders party thereto.


 


We ask you, by accepting this letter below on behalf of the
Partnership/LLC and as its general partner/manager, to confirm the following:


 


1.                                       Pledgor
is a partner/member in the Partnership/LLC.


 


2.                                       You
consent to the collateral assignment of Pledgor’s interest in the
Partnership/LLC to the Agent, notwithstanding anything to the contrary
contained in the Partnership Agreement/Limited Liability Company Articles of
Association and Operating Agreement. 
This letter will serve to evidence the consent to this collateral
assignment from the Partnership/LLC and its general partner/manager.


 


3.                                       All
parties required by the terms of the Partnership Agreement/Limited Liability
Company Articles of Association and Operating Agreement to approve the
collateral assignment made by the Pledge Agreement have done so, and the
interest of the Agent by virtue of that assignment has been reflected on the
books and records of the Partnership/LLC.


 

















 


4.                                       The
Partnership/LLC has been formed under the Partnership Agreement dated as of
                       ,
          /the Articles of
Association dated
                       ,
          , and the Operating
Agreement dated as of
                       ,
           (the “Organizational
Documents”), and the Organizational Documents have not subsequently
been modified or amended and continue in full force and effect.  The Organizational Documents shall not be
amended without the consent of the Agent. 
The Agent  agrees with the
Partnership/LLC that the Agent will not unreasonably withhold its consent to
modifications or amendments to the Organizational Documents which do not
adversely affect the interests of the Secured Creditors identified and defined
in the Pledge Agreement.


 


5.                                       All
payments and distributions due and to become due to Pledgor pursuant to the
Organizational Documents shall continue to be paid directly to such Pledgor,
unless and until the Agent notifies the Partnership/LLC in writing to do
otherwise.  If the Agent so notifies the
Partnership/LLC, the Partnership/LLC will immediately cease making such
payments and distributions to the Pledgor and will as soon as possible, but in
any event within 5 days after receiving such notice, remit all such payments
and distributions directly to the Agent at 111 West Monroe Street, Chicago,
Illinois 60603.


 


6.                                       By
virtue of the Pledge Agreement, the Agent has the right, upon the occurrence
and during the continuation of any Event of Default under the Credit Agreement,
at its option to exercise Pledgor’s right (if any) to withdraw all or any part
of such Pledgor’s interest in the Partnership/LLC by so notifying the
Partnership/LLC in writing no less than 10 days prior to the proposed
withdrawal date.  All payments and
distributions due or to become due under the Organizational Documents to the
Pledgor as a result of such withdrawal shall be remitted directly to the Agent
as stated above.  If given at all, the
notice provided pursuant to this paragraph may (but need not) be given
concurrently with any notice provided pursuant to the immediately preceding
paragraph.


 


7.                                       The
Pledgor agrees that any such payment to the Agent  shall be a good receipt and acquittance as against it — that is
to say, the Partnership/LLC should make the payment directly to the Agent and
in so doing, the Partnership/LLC discharges any liability to such Pledgor for
that payment.


 


8.                                       The
terms of the Pledge Agreement prohibit Pledgor from making any transfer of its
interest in the Partnership/LLC without the Agent’s prior written consent.  You agree not to honor any such transfer of
Pledgor’s interest without the Agent’s prior written consent.


 


2

















 


The agreements in this letter shall be modified only in a writing
signed by the Agent, the Pledgor and the Partnership/LLC.  We acknowledge that the Partnership/LLC
shall be entitled to assume that the Pledge Agreement continues in full force
and effect unless and until the Partnership/LLC receives actual written notice
of a termination of same from the Agent.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Pledgor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARRIS TRUST AND SAVINGS BANK, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
						



 


 


The undersigned, both as the general partner/manager of the
Partnership/LLC and on behalf of the Partnership/LLC, join in this letter to
evidence their acknowledgment and agreement to the same.


 


 


	
   

  	
  [Partnership/LLC]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [General Partner/Manager of

  Partnership]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
						



 


3

















 


SCHEDULE F
TO PLEDGE AGREEMENT


 


ASSUMPTION
AND SUPPLEMENTAL PLEDGE AGREEMENT


 


 


THIS AGREEMENT dated as of this
          day of
                        ,
20    from [new Pledgor],
a
                        
corporation/partnership/limited liability
company (the “New Pledgor”),
to Harris Trust and Savings Bank (“HTSB”)
as administrative agent for the Secured Creditors (defined in the Pledge
Agreement hereinafter identified and defined) (HTSB acting as such
administrative agent and any successor or successors to HTSB in such capacity
being hereinafter referred to as the “Agent”);


 


PRELIMINARY STATEMENTS


 


A.                                   Florists’
Transworld Delivery, Inc. (the “Borrower”) and certain other Pledgors
have executed and delivered to the Agent that certain Amended and Restated
Pledge Agreement dated as of September 27, 2002 (such Amended and Restated
Pledge Agreement, as the same may from time to time be modified or amended,
including supplements thereto which add additional parties as Pledgors
thereunder, being hereinafter referred to as the “Pledge Agreement”) pursuant
to which such parties (the “Existing Pledgors”) have granted to the
Agent for the benefit of the Secured Creditors a lien on and security interest
in the Existing Pledgors’ Collateral (as such term is defined in the Pledge
Agreement) to secure the Obligations (as such term is defined in the Pledge
Agreement).


 


B.                                     The
New Pledgor benefits, directly and indirectly, from credit and other financial
accommodations extended by the Secured Creditors to the Borrower.


 


NOW, THEREFORE, FOR VALUE RECEIVED, and in
consideration of advances made or to be made, or credit accommodations given or
to be given, to the Borrower by the Secured Creditors from time to time, the
New Pledgor hereby agrees as follows:


 


1.                                       The
New Pledgor acknowledges and agrees that it shall become a “Pledgor” party to
the Pledge Agreement effective upon the date the New Pledgor’s execution of
this Agreement and the delivery of this Agreement to the Agent, and that upon
such execution and delivery, all references in the Pledge Agreement to the
terms “Pledgor” or “Pledgors” shall be deemed to include the New Pledgor.  Without limiting the generality of the
foregoing, the New Pledgor hereby repeats and reaffirms all grants (including
the grant of a lien and security interest), covenants, agreements,
representations and warranties contained in the Pledge Agreement as amended
hereby, each and all of which are and shall remain applicable to the Collateral
from time to time owned by the New Pledgor or in which the New Pledgor from
time to time has any rights.  Without
limiting the foregoing, in order to secure payment of the Obligations, whether
now existing or hereafter arising, the New Pledgor does hereby grant to the
Agent for the benefit of the Secured Creditors, and hereby agrees that the
Agent has and shall continue to have for the benefit of the Secured Creditors a
continuing security interest in, among other things, all of the New Pledgor’s
Collateral (as such term is defined in the Pledge Agreement) described in
Section 2 of the Pledge Agreement, each and all of such granting clauses
being incorporated


 

















 


herein by reference with the same force and effect as
if set forth in their entirety except that all references in such clauses to
the Existing Pledgors or any of them shall be deemed to include references to
the New Pledgor.  Nothing contained
herein shall in any manner impair the priority of the liens and security
interests heretofore granted in favor of the Agent under the Pledge Agreement.


 


2.                                       The
following information shall be added to Schedules A, B and/or C and to Schedule D
to the Pledge Agreement, as applicable:


 


SCHEDULE A

THE PLEDGED SECURITIES


 


	
  NAME AND

  LOCATION OF

  PLEDGOR

  	
   

  	
  NAME OF

  ISSUER

  	
   

  	
  JURISDICTION
  OF

  INCORPORATION

  	
   

  	
  NO. OF

  SHARES

  	
   

  	
  CLASS

  	
   

  	
  CERTIFICATE

  NO.

  	
   

  	
  PERCENTAGE

  OF ISSUER’S

  STOCK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OR


 


SCHEDULE B

PARTNERSHIP INTEREST COLLATERAL


 


	
  NAME AND LOCATION OF

  PLEDGOR

  	
   

  	
  NAME OF

  PARTNERSHIP

  	
   

  	
  TYPE OF

  ORGANIZATION

  	
   

  	
  JURISDICTION
  OF

  ORGANIZATION

  	
   

  	
  PERCENT OF

  OWNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OR


 


SCHEDULE C

LLC COLLATERAL


 


	
  NAME AND LOCATION OF

  PLEDGOR

  	
   

  	
  NAME OF
  LLC

  	
   

  	
  JURISDICTION
  OF

  ORGANIZATION

  	
   

  	
  PERCENTAGE
  OF

  EQUITY INTEREST

  OWNED BY PLEDGOR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


AND


 


SCHEDULE D

ORGANIZATIONAL INFORMATION


 


	
  NAME OF PLEDGOR

  	
   

  	
  STATE OF

  ORGANIZATION

  	
   

  	
  ORGANIZATION
  NO.

  (IF ANY)

  	
   

  	
  CHIEF
  EXECUTIVE

  OFFICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.                                       The
New Pledgor hereby acknowledges and agrees that the Obligations are secured by
all of the Collateral according to, and otherwise on and subject to, the terms
and conditions of the Pledge Agreement to the same extent and with the same
force and effect as if the New Pledgor had originally been one of the Existing
Pledgors under the Pledge Agreement and had originally executed the same as
such an Existing Pledgor.


 


4.                                       All
capitalized terms used in this Agreement without definition shall have the same
meaning herein as such terms have in the Pledge Agreement, except that any
reference to the term “Pledgor” or “Pledgors” and any provision of the Pledge
Agreement providing meaning to such term shall be deemed a reference to the
Existing Pledgors and the New Pledgor. 
Except as specifically modified hereby, all of the terms and conditions
of the Pledge Agreement shall stand and remain unchanged and in full force and
effect.


 


5.                                       The
New Pledgor agrees to execute and deliver such further instruments and
documents and do such further acts and things as the Agent may deem necessary
or proper to carry out more effectively the purposes of this Agreement.


 


6.                                       No
reference to this Agreement need be made in the Pledge Agreement or in any
other document or instrument making reference to the Pledge Agreement, any
reference to the Pledge Agreement in any of such to be deemed a reference to
the Pledge Agreement as modified hereby.


 


7.                                       This
Agreement shall be governed by and construed in accordance with the State of
Illinois (without regard to principles of conflicts of law).


 


 


	
   

  	
  [NEW PLEDGOR]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


3

















 


Acknowledged and agreed to as of the date first above written.


 


 


	
   

  	
  HARRIS TRUST AND SAVINGS BANK, as Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


4