Exhibit
10.18


 


This Document Prepared By

and After Recording Return To:


 


Kyle W. Henderson


Chapman and Cutler


111 West Monroe Street


Chicago, Illinois  60603


 


 


	
   

  	
  SPACE ABOVE THIS LINE RESERVED FOR

  RECORDER’S USE ONLY

  



 


NOTICE:  THIS INSTRUMENT SECURES FUTURE ADVANCES UNDER A REVOLVING CREDIT
FACILITY THE PRIORITY OF WHICH DATE TO THE RECORDING DATE HEREOF.  THIS INSTRUMENT PROVIDES FOR VARIABLE RATES
OF INTEREST.


 


FIRST
SUPPLEMENT TO MORTGAGE AND

SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


 


This First Supplement to Mortgage and Security
Agreement with Assignment of Rents dated as of September 27, 2002 (the “Supplement”)
is being entered into by FLORISTS’ TRANSWORLD DELIVERY, INC., a Michigan
corporation, formerly known as Florists’ Transworld Delivery Association, a
Michigan not-for-profit corporation, with its principal place of business and
mailing address at 3113 Woodcreek Drive, Downers Grove, Illinois 60515
(hereinafter referred to as “Mortgagor”), to Harris Trust and Savings
Bank, an Illinois banking corporation with its principal place of business at
111 West Monroe Street, Chicago, Illinois 60603 (“Harris”), acting as
administrative agent hereunder for the Lenders hereinafter identified and
defined (Harris acting as such agent and any successor or successors to Harris
in such capacity being hereinafter referred to as “Mortgagee”);


 


WITNESSETH
THAT:


 


WHEREAS, Mortgagor did heretofore execute and deliver
to Mortgagee that certain Mortgage and Security Agreement with Assignment of
Rents dated September 27, 2001, and recorded in the Recorder’s Office of
DuPage County, Illinois on September 28, 2001, as Document No. R2001-208079
(the “Mortgage”),
encumbering the property described on Schedule I attached hereto, in order
to secure certain indebtedness of Mortgagor now or from time to time owing to
Mortgagee; and


 


Downers Grove, Illinois


 

















 


WHEREAS, the Mortgage currently secures, among other
things, (i) those certain Revolving Notes of Mortgagor (the “Original
Revolving Notes”), payable to the order of the respective Lender
named therein in the aggregate principal amount of $85,000,000 whereby
Mortgagor promises to pay said principal amount (or such lesser amount as may
be outstanding at the maturity thereof) on December 31, 2004, the maturity
date thereof (the “Original Termination Date”) and (ii) Swing Line Notes
of Mortgagor payable to the order of Harris and maturing no later than the
Original Termination Date in an aggregate principal amount which when combined
with the principal amount of loans outstanding under the Revolving Notes and
Letters of Credit from time to time, shall not at any one time exceed
$85,000,000 (the “Original Swing Line Notes”), the Original Revolving Notes
and Original Swing Line Notes having been issued under, and subject to the provisions
of, and bearing interest as provided in, that certain Credit Agreement dated as
of September 27, 2001 among Mortgagee, Mortgagor and the banks party
thereto (each of such banks from time to time party to the Credit Agreement
being hereinafter referred to as a “Lender” and collectively as the “Lenders”)
(said Credit Agreement, as the same may be amended, modified or restated from
time to time, being herein referred to as the “Credit Agreement”); and


 


WHEREAS, Mortgagor has concurrently herewith entered
into an Amended and Restated Credit Agreement with Mortgagee and the Lenders
bearing even date herewith (the “Amended Credit Agreement”) whereby the
parties have agreed, among other things, to reduce the amount of the
indebtedness evidenced by the Original Revolving Notes, Original Swing Line
Notes and Letters of Credit, to extend the Original Termination Date, and to
amend various other terms and conditions set forth in the Credit Agreement; and


 


WHEREAS, pursuant to the Amended Credit Agreement,
Mortgagor is concurrently herewith executing and delivering Revolving Notes
payable to the order of the respective Lender named thereon in the aggregate
principal amount of $75,000,000 whereby Mortgagor promises to pay said
principal sum (or so much thereof as may be outstanding) at the maturity
thereof on December 31, 2005 (the “Termination Date”), together with
interest thereon as set forth in the Amended Credit Agreement (such Revolving
Notes, and any and all notes issued in extension or renewal thereof or in substitution
or replacement therefor, being hereinafter referred to as the “Revolving
Notes”); and


 


WHEREAS, pursuant to the Amended Credit Agreement,
Mortgagor is currently herewith executing and delivering Swing Line Notes in an
aggregate principal amount which when combined with the principal amount of
loans outstanding under the Revolving Notes and Letters of Credit from time to
time, shall not at any one time exceed $75,000,000 payable to the order of
Harris and maturing no later than the Termination Date (such Swing Line Notes
and any and all notes issued in extension or renewal thereof or in substitution
or replacement therefor, being hereinafter referred to as the “Swing Line
Notes”, together with the Revolving Notes being hereafter referred
to as the “New
Notes”); and


 


WHEREAS, pursuant to the terms of the Amended Credit
Agreement, Harris or certain other Lenders may from time to time issue letters
of credit (the “Letters of Credit”) for the account of Mortgagor with
expiry dates on or before the Termination Date in an aggregate face


 


2

















 


amount which, when combined with the principal amount of loans
outstanding under the Revolving Notes from time to time, shall not at any one
time exceed $75,000,000; and


 


WHEREAS, Mortgagor may from time to time enter into
one or more interest rate swap agreements, interest rate cap agreements,
interest rate collar agreements, interest rate hedging agreements, interest
rate futures agreements, foreign currency contracts, currency swap contracts or
similar agreements or arrangements with one or more of the Lenders or their
affiliates, for the purpose of hedging or otherwise protecting Mortgagor
against changes in interest rates and currency exchange rates (the liability of
Mortgagor in respect of such agreements and arrangements with such Lenders or
affiliates being hereinafter referred to as “Hedging Liability”) (Mortgagee and the
Lenders, together with any affiliates of the Lenders to whom any Hedging
Liability is owed, being hereinafter referred to collectively as the “Secured
Creditors” and individually as a “Secured Creditor”); and


 


WHEREAS, as a condition precedent to entering into the
Amended Credit Agreement and making certain other financial accommodations to
Mortgagor, Mortgagee requires Mortgagor, and to accommodate that requirement
Mortgagor desires by this Supplement, to confirm and assure that all the real
estate and other properties, rights, interests and privileges of Mortgagor
which are currently subject to the lien of the Mortgage be and constitute
collateral security for the indebtedness which is evidenced by the New Notes;
and


 


WHEREAS, the Mortgage is to continue to secure all the
indebtedness now secured thereby, this Supplement being executed and delivered
to confirm and assure the foregoing;


 


NOW, THEREFORE, for and in consideration of the
execution and delivery by Mortgagee and the Lenders of the Amended Credit
Agreement, and other good and valuable consideration, receipt whereof is hereby
acknowledged, the Mortgage shall be and hereby is supplemented and amended as
follows, to wit:


 


To secure (i) the
payment of the principal and premium, if any, of and interest on the New Notes
as and when the same become due and payable (whether by lapse of time, acceleration
or otherwise) and all advances now or hereafter made thereon, (ii) the
payment of all sums due or owing with respect to Hedging Liability,
(iii) the payment and performance of all obligations arising under any
applications executed by Mortgagor in connection with any of the Letters of
Credit, including the obligation of Mortgagor to reimburse the Mortgagee for
any draws under the Letters of Credit, (iv) the payment of all other
indebtedness, obligations and liabilities which the Mortgage as supplemented
hereby secures pursuant to any of its terms, and (v) the performance and
observance of the covenants and agreements contained in the Mortgage as
supplemented hereby, the Credit Agreement, the New Notes and any other
instrument or document securing any of the foregoing or setting forth terms and
conditions applicable thereto (all of such indebtedness, obligations,
agreements and liabilities described in clauses (i), (ii), (iii), (iv) and
(v) above being hereinafter collectively referred to as the “indebtedness
hereby secured”), Mortgagor does hereby grant, bargain, sell,
convey, mortgage, warrant, assign, and pledge unto Mortgagee, its successors
and assigns, and grant to Mortgagee, its successors and assigns a security
interest in, all and singular that certain real estate lying


 


3

















 


and being in DuPage County in the State of Illinois
described on Schedule I attached hereto and made a part hereof, together with
all of the properties, rights, interests and privileges described in Granting
Clauses I through VII, both inclusive, of the Mortgage, each and all of
such Granting Clauses being hereby incorporated by reference herein with the
same force and effect as though set forth herein in their entirety.  The foregoing grant of a lien is in addition
to and supplemental of and not in substitution for the grant of the lien
created and provided for by the Mortgage, and nothing herein contained shall
affect or impair the lien or priority of the Mortgage as to the indebtedness
which would be secured thereby prior to giving effect to this Supplement.


 


In order to induce Mortgagee and the Lenders to enter
into the Amended Credit Agreement, and to accept this Supplement, Mortgagor
hereby further covenants and agrees with, and represents and warrants to,
Mortgagee as follows:


 


1.                                       It
is hereby agreed that all the indebtedness evidenced by the New Notes issued
pursuant to the Amended Credit Agreement shall be secured by the Mortgage in
the same manner as if such indebtedness had been specifically described therein
as indebtedness secured thereby.  All
references to the Notes contained in the Mortgage shall be deemed to be
references to the New Notes.


 


2.                                       It
is hereby agreed that paragraph 27 of the Mortgage shall be and hereby is
amended by deleting the amount “One Hundred Seventy Million Dollars
($170,000,000)” and replacing it with the amount “One Hundred Fifty Million
Dollars ($150,000,000)”.


 


3.                                       Mortgagor
hereby represents and warrants to Mortgagee that as of the date hereof each of
the representations and warranties set forth in the Mortgage as supplemented
hereby are true and correct and that no Event of Default (as such term is
defined in the Mortgage), or any other event which with the lapse of time or
the giving of notice, or both, would constitute such an Event of Default, has
occurred and is continuing or shall result after giving effect to this
Supplement.  Mortgagor hereby repeats
and reaffirms all covenants and agreements contained in the Mortgage, each and
all of which shall be applicable to all of the indebtedness secured by the
Mortgage as supplemented hereby. 
Mortgagor repeats and reaffirms its covenant that all the indebtedness
secured by the Mortgage as supplemented hereby will be promptly paid as and
when the same becomes due and payable.


 


4.                                       All
capitalized terms used herein without definition shall have the same meanings
herein as they have in the Mortgage. 
The definitions provided herein of any capitalized terms shall apply to
such capitalized terms as the same appear in the Mortgage as supplemented
hereby, all to the end that any capitalized terms defined herein and used in
the Mortgage as supplemented hereby shall have the same meanings in the
Mortgage as supplemented hereby as are given to such capitalized terms
herein.  Without limiting the foregoing,
all references in the Mortgage to the term “indebtedness hereby secured” shall be
deemed references to all the indebtedness, obligations and liabilities secured
by the Mortgage as supplemented hereby; all references in the Mortgage to the
term Notes


 


4

















 


shall be deemed references, collectively, to the New
Notes and any and all notes issued in extension or renewal thereof or in
substitution or replacement therefor; and all references in the Mortgage to the
Credit Agreement shall be deemed references to the Amended Credit Agreement and
as the same may from time to time hereafter be further amended, modified or
restated.


 


5.                                       All
of the provisions, stipulations, powers and covenants contained in the Mortgage
shall stand and remain unchanged and in full force and effect except to the
extent specifically modified hereby and shall be applicable to all of the
indebtedness, obligations and liabilities secured by the Mortgage as
supplemented hereby.


 


6.                                       Mortgagor
acknowledges and agrees that the Mortgage as supplemented hereby is and shall
remain in full force and effect, and that the Mortgaged Premises are and shall
remain subject to the lien and security interest granted and provided for by
the Mortgage for the benefit and security of all the indebtedness hereby
secured.  Without limiting the
foregoing, Mortgagor hereby agrees that, notwithstanding the execution and
delivery hereof, (i) all rights and remedies of Mortgagee under the
Mortgage, (ii) all obligations of Mortgagor thereunder and (iii) the
lien and security interest granted and provided for thereby are and as amended
hereby shall remain in full force and effect for the benefit and security of
all the indebtedness hereby secured, it being specifically understood and
agreed that this Supplement shall constitute and be, among other things, an
acknowledgement and continuation of the rights, remedies, lien and security
interest in favor of Mortgagee, and of the obligations of Mortgagor to
Mortgagee, which exist under the Mortgage as supplemented hereby.


 


7.                                       This
Supplement may be executed in any number of counterparts and by different
parties hereto on separate counterpart signature pages, each of which when so
executed shall be an original but all of which to constitute one and the same
instrument.


 


8.                                       No
reference to this Supplement need be made in any note, instrument or other
document making reference to the Mortgage, any reference to the Mortgage in any
of such to be deemed to be a reference to the Mortgage as supplemented
hereby.  This instrument shall be
construed and governed by and in accordance with the laws of the State of
Illinois.


 


9.                                       Wherever
herein any of the parties hereto is referred to, such reference shall be deemed
to include the successors and assigns of such party; and all the covenants,
promises and agreements by or on behalf of Mortgagor, or by or on behalf of
Mortgagee, or by or on behalf of the holder or holders of the indebtedness
hereby secured contained in the Mortgage as supplemented hereby shall bind and
inure to the benefit of the respective successors and assigns of such parties,
whether so expressed or not.


 


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IN WITNESS WHEREOF, Mortgagor has caused these
presents to be duly executed the day and year first above written.


 


	
   

  	
  FLORISTS’ TRANSWORLD DELIVERY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ CARRIE A. WOLFE

  	
   

  
	
   

  	
   

  	
  Name

  	
  Carrie A. Wolfe

  	
   

  
	
   

  	
   

  	
  Title

  	
  CFO, Treasurer

  	
   

  
						



 


Accepted and agreed to in Chicago, Illinois as of the
day and year first above written.


 


	
   

  	
  HARRIS TRUST AND
  SAVINGS BANK, as 

  Mortgagee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ KIRBY M. LAW

  	
   

  
	
   

  	
   

  	
  Name

  	
  Kirby M. Law

  	
   

  
	
   

  	
   

  	
  Title

  	
  Vice President

  	
   

  
						



 


6

















 


	
  State of Illinois

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
  SS.

  
	
  County of DuPage

  	
   

  	
  )

  	
   

  



 


I, the undersigned, Notary Public in and for said
County, in the State aforesaid, do hereby certify that Carrie A. Wolfe, CFO of
Florists’ Transworld Delivery, Inc., a Michigan corporation, who is personally
known to me to be the same person whose name is subscribed to the foregoing
instrument as such Carrie A. Wolfe appeared before me this day in person and
acknowledged that he/she signed and delivered the said instrument as his/her
own free and voluntary act and as the free and voluntary act and deed of said
corporation for the uses and purposes therein set forth.


 


Given under my hand and notarial seal, as of this 25th
day of September, 2002.


 


 


	
   

  	
  /S/ SUSAN K. BUSCH

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUSAN K. BUSCH

  	
   

  
	
   

  	
  (Type or Print Name)

  	
   

  
	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  
	
   

  	
   

  
	
  Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  7-1-06

  	
   

  	
   

  
				



 

















 


	
  State of Illinois

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
  SS.

  
	
  COUNTY OF COOK

  	
   

  	
  )

  	
   

  



 


I, the undersigned, Notary Public in and for said
County, in the State aforesaid, do hereby certify that Kirby M. Law, Vice
President of Harris Trust and Savings Bank, an Illinois banking corporation,
who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument as such Vice President, appeared before me this day in
person and acknowledged that he/she signed and delivered the said instrument as
his/her own free and voluntary act and as the free and voluntary act and deed
of said corporation for the uses and purposes therein set forth.


 


Given under my hand and notarial seal, as of this 27th
day of September, 2002.


 


	
   

  	
  /S/ JUDITH TIGERMAN

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Judith Tigerman

  	
   

  
	
   

  	
  (Type or Print Name)

  	
   

  
	
   

  	
   

  
	
  (Notarial Seal)

  	
   

  
	
   

  	
   

  
	
  Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sept. 27, 2005

  	
   

  	
   

  
				



 

















 


SCHEDULE
I


 


LEGAL
DESCRIPTION


 


Debtor


 


Florists’ Transworld Delivery, Inc.


 


Legal Description


 


File No.: CC201388


 


LOTS 1 AND 2 IN ESCHEM SUBDIVISION OF LOT 7 IN THE WOODCREEK BUSINESS
PARK, BEING A SUBDIVISION OF LOT 7 IN WOODCREEK BUSINESS PARK RESUBDIVISION OF
LOTS 1 THROUGH 14 AND VACATED EDGEBROOK PLACE, ALL IN WOODCREEK BUSINESS PARK,
BEING A SUBDIVISION OF PARTS OF SECTIONS 25 AND 36, TOWNSHIP 39 NORTH, RANGE
10, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID ESCHEM
SUBDIVISION OF LOT 7 IN THE WOODCREEK BUSINESS PARK, RECORDED OCTOBER 22, 1985
AS DOCUMENT R85-91342 AND CERTIFICATE OF CORRECTION RECORDED DECEMBER 2, 1985
AS DOCUMENT R85-105018, IN DUPAGE COUNTY, ILLINOIS.


 


 


P.I.N. no.:  05-36-202-011   05-36-202-012


Property Address:  3113
Woodcreek Drive, Downers Grove, IL