Exhibit
10.11


 


FLORISTS’
TRANSWORLD DELIVERY, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND TO AMENDED

AND RESTATED SECURITY AGREEMENT


 


This First Amendment to Amended and Restated Pledge Agreement and to
Amended and Restated Security Agreement (herein, the “Amendment”) is entered into
as of July 31, 2003, by and among FTD, Inc., a Delaware corporation (the “Parent”),
Florists’ Transworld Delivery, Inc., a
Michigan corporation  (the “Borrower”), and the other parties
executing this Amendment under the heading “Debtors” (the Parent, the Borrower
and such other parties being hereinafter referred to collectively as the “Debtors”
and individually as a “Debtor”), 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 Parent, the other Debtors, the Lenders and the Agent are parties
to an Amended and Restated Credit Agreement dated as of September 27, 2002, as
amended (the “Credit Agreement”). 
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement as amended by the
Credit Agreement Amendment described below.


 


B.                           The
Debtors and the Agent are parties to an Amended and Restated Pledge Agreement
dated as of September 27, 2002 (the “Pledge Agreement”) and an Amended and
Restated Security Agreement dated as of September 27, 2002 (the “Security
Agreement”), each of which was entered into in connection with the
Credit Agreement.


 


C.                           Concurrently
herewith, the parties to the Credit Agreement are entering into a First
Amendment and Waiver to Amended and Restated Credit Agreement of even date
herewith (the “Credit Agreement Amendment”) pursuant to which, among other
things, the parties have agreed to add FTD.COM INC., a Delaware corporation (“FTD.COM”),
as a borrower under the Credit Agreement.


 


D.                          As
a condition precedent to entering into the Credit Agreement Amendment and
making financial accommodations to the Borrower and to FTD.COM as provided
therein, the Lenders and the Agent require that the Debtors enter into this
Amendment providing, among other things, that all extensions of credit to
FTD.COM under the Credit Agreement will be secured by the collateral pledged
pursuant to the Pledge Agreement and the Security Agreement.


 


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


 

















 


SECTION 1.                                AMENDMENTS.


 


Pledge
Agreement.  Subject to
the satisfaction of the conditions precedent set forth in Section 2 below,
the Pledge Agreement shall be and hereby is amended as follows:


 


1.1.                              Section 3
of the Pledge Agreement shall be amended and restated to read in its entirety
as follows:


 


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 and
all obligations evidenced by the Notes of FTD.COM (the Borrower and FTD.COM are
sometimes collectively referred to herein as the “Credit Parties” and each individually
as a “Credit
Party”) 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”).


 


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Notwithstanding anything
in this Agreement to the contrary, the right of recovery against any Pledgor
under this Agreement (other than the Parent 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.


 


1.2.                              Section 8
of the Pledge Agreement shall be amended by deleting the reference to “the
Borrower” in the final sentence thereof and replacing it with the words “the
Credit Parties”.


 


1.3.                              Section 11
of the Pledge Agreement shall be amended by deleting the reference to “the
Borrower” in the first sentence thereof and replacing it with the words “the
Credit Parties”.


 


1.4.                              Section 13
of the Pledge Agreement shall be amended and restated to read in its entirety
as follows:


 


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 Credit Parties 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 Credit Parties 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 


 


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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 Credit Parties or any other Pledgors 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 any Secured Creditor or any other holder of any of the Obligations
at any time to first resort for payment to any Credit Party 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.


 


Security
Agreement.  Subject to
the satisfaction of the conditions precedent set forth in Section 2 below,
the Security Agreement shall be and hereby is amended as follows:


 


1.5.                              Section 3
of the Security Agreement shall be amended and restated to read in its entirety
as follows:


 


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 Debtors, 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 and
all


 


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obligations evidenced by
the Notes of FTD.COM (the Borrower and FTD.COM are sometimes collectively
referred to herein as the “Credit Parties” and each individually as
a “Credit
Party”) 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 Debtors, 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 Debtors, 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 (ii) 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 Debtor under this Agreement
(other than the Parent and the Borrower to which this limitation shall not
apply) shall not exceed $1.00 less than the lowest amount which would render
such Debtor’s obligations under this Agreement void or voidable under
applicable law, including fraudulent conveyance law.


 


1.6.                              Section 9
of the Security Agreement shall be amended by deleting the reference to “the
Borrower” in the final sentence thereof and replacing it with the words “the
Credit Parties”.


 


1.7.                              Section 12
of the Security Agreement shall be amended by deleting the reference to “the
Borrower” in the first sentence thereof and replacing it with the words “the
Credit Parties”.


 


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1.8.                              Section 14
of the Security Agreement shall be amended by deleting the first sentence
thereof and replacing it with a new first sentence to read in its entirety as
follows:


 


The lien and security
interest herein created and provided for stand as direct and primary security
for the Obligations of the Credit Parties as well as for any of the other
Obligations secured hereby.


 


SECTION 2.                                CONDITIONS
PRECEDENT.


 


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


 


2.1.                              The
Debtors and the Agent shall have executed and delivered this Amendment.


 


2.2.                              The
Parent, the Borrower, FTD.COM, the Guarantors and the Lenders shall have
executed and delivered the Credit Agreement Amendment, and the conditions
precedent set forth in Section 3 thereof shall have been satisfied or waived by
the Agent.


 


SECTION 3.                                REPRESENTATIONS.


 


In order to induce the Agent to execute and deliver this Amendment,
each Debtor hereby represents to the Lenders that as of the date hereof the
representations and warranties set forth in each of Section 4 of the
Pledge Agreement as amended hereby and Section 4 of the Security Agreement as
amended hereby are and shall be and remain true and correct and that such Debtor
is in compliance with the terms and conditions of each of the Pledge Agreement
and the Security Agreement which are applicable to it and no Event of Default
has occurred and is continuing under the either of the Pledge Agreement or the
Security Agreement or shall result after giving effect to this Amendment.


 


SECTION 4.                                MISCELLANEOUS.


 


4.1.                    The Debtors
hereby acknowledge and agree that the Liens created and provided for by the
Pledge Agreement and the Security Agreement continue to secure, among other
things, the Obligations arising under the Credit Agreement as amended by the
Credit Agreement Amendment.  Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Pledge Agreement or the
Security Agreement as to the indebtedness which would be secured thereby prior
to giving effect to this Amendment.


 


4.2.                    Except as
specifically amended herein, each of the Pledge Agreement and the Security
Agreement shall continue in full force and effect in accordance with its
original terms.  Reference to this
specific Amendment need not be made in either of the Pledge Agreement or the


 


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Security Agreement, 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 thereto, any reference
in any of such items to either of the Pledge Agreement or the Security
Agreement being sufficient to refer to such agreement as amended hereby.


 


4.3.                    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]


 


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


 


	
   

  	
  “Debtors”

  
	
   

  	
   

  
	
   

  	
  Florists’ Transworld
  Delivery, Inc.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  FTD, Inc.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title 

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  Value Network Service, Inc.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name 

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  FTD Holdings, Incorporated

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ ROBERT NORTON

  	
   

  
	
   

  	
   

  	
  Name

  	
  Robert Norton

  	
   

  
	
   

  	
   

  	
  Title

  	
  CEO

  	
   

  
	
   

  	
   

  
	
   

  	
  FTD International
  Corporation

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO

  	
   

  



 


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  Renaissance Greeting Cards,
  Inc.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  FTD.COM Inc.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO

  	
   

  
	
   

  	
   

  
	
  Accepted 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

  	
   

  
						



 


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