**Exhibit 10.1**

 

**FTD, INC.**

 

**SECOND AMENDMENTTO CREDIT AGREEMENT**

 

This **SECOND AMENDMENT TO CREDITAGREEMENT** (this “**Amendment**”) isdated as of November 7, 2005 and entered into by and among FTD, Inc.,a Delaware corporation (“**Company**”), theGuarantors (as defined in Section 5 hereof), the financial institutionslisted on the signature pages hereof (“**Lenders**”)and Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse FirstBoston, acting through its Cayman Islands Branch), as administrative agent forLenders (“**Administrative Agent**”), and is madewith reference to that certain Credit Agreement, dated as of February 24,2004 (as amended, supplemented or otherwise modified from time to time, the “**Credit Agreement**”), by and among Company, Lenders, UBSSecurities LLC, as syndication agent, Wells Fargo Bank, N.A., as documentationagent and Administrative Agent. Capitalized terms used herein without definition shall have the samemeanings herein as set forth in the Credit Agreement.

 

**RECITALS**

 

**WHEREAS,**Companyand Lenders desire to amend the Credit Agreement to permit certain CapitalStock repurchases.

 

**NOW, THEREFORE,**in considerationof the premises and the agreements, provisions and covenants herein contained,the parties hereto agree as follows:

 

**Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT**

 

**1.1****                               Amendmentsto Subsection 7.5:**  **RestrictedJunior Payments**

 

**A.**                                    Subsection 7.5of the Credit Agreement is hereby amended by adding at the end of clause (iii) thereofthe following:

 

“and (e) for other repurchases of Capital Stockof Holdings in an aggregate amount not to exceed $30,000,000 on or after November 7,2005 but on or before September 30, 2007; provided that aftergiving pro forma effect to any such Restricted Junior Payments and repurchases (A) theConsolidated Leverage Ratio as of the last day of the Fiscal Quarterimmediately preceding the date of any such Restricted Junior Payment is lessthan 4.25:1.00 and (B) the excess of the aggregate Revolving LoanCommitments over the Total Utilization of Revolving Loan Commitments as of thedate of any such Restricted Junior Payment is at least $20,000,000; providedfurther that, such repurchases are made with the proceeds of theapplicable Restricted Junior Payments within three Business Days of the paymentof such Restricted Junior Payments,”

 

**A.****                                   **Inaddition, subsection 7.5 of the Credit Agreement is hereby further amendedby deleting the word “and” at the end of clause (iii)(c) thereof.

 

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**Section 2.****                                          CONDITIONSTO EFFECTIVENESS**

 

This Amendment shall become effective only upon thesatisfaction of all of the following conditions precedent (the date ofsatisfaction of such conditions being referred to herein as the “**Second Amendment Effective Date**”):

 

**A.**                                    On or before the SecondAmendment Effective Date, Company shall deliver to Lenders (or toAdministrative Agent for Lenders) the following, each, unless otherwise noted,dated the Second Amendment Effective Date:

 

1.                                       Signatureand incumbency certificates of its officers executing this Amendment ; and

 

2.                                       Copiesof this Amendment executed by Company and Guarantors.

 

**B.**                                    On or before the SecondAmendment Effective Date, all corporate and other proceedings taken or to betaken in connection with the transactions contemplated hereby and all documentsincidental thereto not previously found acceptable by Administrative Agent,acting on behalf of Lenders, and its counsel shall be satisfactory in form andsubstance to Agent and such counsel, and Agent and such counsel shall havereceived all such counterpart originals or certified copies of such documentsas Administrative Agent may reasonably request.

 

**C.**                                    Companyshall have paid to Administrative Agent the fees and expenses separately agreedto by Company and Administrative Agent in connection with this Amendment,including an amendment fee for the ratable benefit of each Lender that shallhave executed this Amendment on or prior to 5:00 P.M. New York City timeon November 4, 2005 (the **“ConsentingLenders”**) equal to 10 basis points multiplied by the sum of theaggregate principal amount of the outstanding Term Loans and Revolving LoanCommitments held by the Consenting Lenders.

 

**D.****                                   **AdministrativeAgent and Requisite Lenders shall have executed and delivered copies of thisAmendment to Administrative Agent.

 

**E**.                                      All fees and expensesincurred in connection with this Amendment or previously billed to Company andowing to Administrative Agent and Lenders pursuant to the Credit Agreement,including, without limitation, the fees and expenses of O’Melveny &Myers LLP, shall have been paid.

 

**Section 3.****                                          COMPANY’SREPRESENTATIONS AND WARRANTIES**

 

In order to induce Lenders to enter into thisAmendment and to amend the Credit Agreement in the manner provided herein,Company represents and warrants to each Lender that the following statementsare true, correct and complete:

 

**A.****                                    CorporatePower and Authority**.  Company andeach Guarantor has all requisite corporate power and authority to enter intothis Amendment and to carry out the 

 

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transactions contemplated by, and perform itsobligations under, this Amendment and the Credit Agreement as amended by thisAmendment (the “**Amended Agreement**”), as applicable.

 

**B.****                                    Authorizationof Agreements**.  The execution anddelivery of this Amendment and the performance of the Amended Agreement havebeen duly authorized by all necessary corporate action on the part of Companyand each Guarantor, as applicable.

 

**C.****                                    NoConflict**.  The execution, deliveryand performance by Company and each Guarantor of this Amendment and theperformance by Company of the Amended Agreement do not and will not (i) violateany provision of any law or any governmental rule or regulation applicableto Company or any Guarantor, the Organizational Documents of Company or any Guarantoror any order, judgment or decree of any court or other agency of governmentbinding on Company or any Guarantor, (ii) conflict with, result in abreach of or constitute (with due notice or lapse of time or both) a defaultunder any Contractual Obligation of Company or any Guarantor, (iii) resultin or require the creation or imposition of any Lien upon any of the propertiesor assets of Company or any Guarantor (other than Liens created under any ofthe Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) requireany approval of stockholders or any approval or consent of any Person under anyContractual Obligation of Company or any Guarantor.

 

**D.****                                    GovernmentalConsents**.  The execution, deliveryand performance by Company and each Guarantor of this Amendment and theperformance by Company of the Amended Agreement do not and will not require anyregistration with, consent or approval of, or notice to, or other action to,with or by, any federal, state or other governmental authority or regulatorybody.

 

**E.****                                      BindingObligation**.  This Amendment has beenduly executed and delivered by Company and each Guarantor and this Amendmentand the Amended Agreement are the legally valid and binding obligations ofCompany and each Guarantor, as applicable, enforceable against Company and eachGuarantor, as applicable, in accordance with their respective terms, except asmay be limited by bankruptcy, insolvency, reorganization, moratorium or similarlaws relating to or limiting creditors’ rights generally or by equitableprinciples relating to enforceability.

 

**F.****                                      Incorporationof Representations and Warranties From Credit Agreement**.  The representations and warranties containedin Section 5 of the Credit Agreement are and will be true, correct andcomplete in all material respects on and as of the Second Amendment EffectiveDate to the same extent as though made on and as of that date, except to theextent such representations and warranties specifically relate to an earlierdate, in which case they were true, correct and complete in all materialrespects on and as of such earlier date.

 

**G.****                                    Absenceof Default**.  No event has occurredand is continuing or will result from the consummation of the transactionscontemplated by this Amendment that would constitute an Event of Default or aPotential Event of Default.

 

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**Section 4.  MISCELLANEOUS**

 

**A.****                                    Referenceto and Effect on the Credit Agreement and the Other Loan Documents**.

 

(i)                                     Onand after the Second Amendment Effective Date, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of likeimport referring to the Credit Agreement, and each reference in the other LoanDocuments to the “Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement shall mean and be a reference to theAmended Agreement.

 

(ii)                                  Exceptas specifically amended by this Amendment, the Credit Agreement and the otherLoan Documents shall remain in full force and effect and are hereby ratifiedand confirmed.

 

(iii)                               Theexecution, delivery and performance of this Amendment shall not, except asexpressly provided herein, constitute a waiver of any provision of, or operateas a waiver of any right, power or remedy of Agent or any Lender under, theCredit Agreement or any of the other Loan Documents.

 

**B.****                                    Feesand Expenses**.  Company acknowledgesthat all costs, fees and expenses as described in subsection 10.2 of theCredit Agreement incurred by Administrative Agent and its counsel with respectto this Amendment and the documents and transactions contemplated hereby shallbe for the account of Company.

 

**C.****                                    Headings**.  Section and subsection headings inthis Amendment are included herein for convenience of reference only and shallnot constitute a part of this Amendment for any other purpose or be given anysubstantive effect.

 

**D.****                                    ApplicableLaw**.  THIS AMENDMENT AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BECONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OFNEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWSPRINCIPLES.

 

**E.****                                      Counterparts**.  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed and delivered (including a facsimile thereof) shallbe deemed an original, but all such counterparts together shall constitute butone and the same instrument; signature pages may be detached from multipleseparate counterparts and attached to a single counterpart so that allsignature pages are physically attached to the same document.

 

**Section 5.   ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS**

 

Each guarantor (or pledgor) listed on the signatures pages hereof(each, a “**Guarantor**”) herebyacknowledges and agrees that any of the Guaranties and Collateral 

 

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Document (each, a “**CreditSupport Document**”) to which it is a party or otherwise bound shallcontinue in full force and effect and that all of its obligations thereundershall be valid and enforceable and shall not be impaired or limited by theexecution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations andwarranties contained in the Amended Agreement and the Credit Support Documentsto which it is a party or otherwise bound are true, correct and complete in allmaterial respects on and as of the Second Amendment Effective Date to the sameextent as though made on and as of that date, except to the extent suchrepresentations and warranties specifically relate to an earlier date, in whichcase they were true, correct and complete in all material respects on and as ofsuch earlier date.

 

Each Guarantor acknowledges and agrees that (i) notwithstandingthe conditions to effectiveness set forth in this Amendment, such Guarantor isnot required by the terms of the Credit Agreement or any other Loan Document toconsent to the amendments to the Credit Agreement effected pursuant to thisAmendment and (ii) nothing in the Credit Agreement, this Amendment or anyother Loan Document shall be deemed to require the consent of such Guarantor toany future amendments to the Credit Agreement.

 

[The remainder of page intentionallyleft blank.]

 

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**IN WITNESS WHEREOF,** the partieshereto have caused this Amendment to be duly executed and delivered by their respectiveofficers thereunto duly authorized as of the date first written above.

 
|       | **FTD,  INC.** |
|------------|----------------|
|       |           |
|       |           |
|       | By:            | /S/ MICHAEL  SOENEN |
|       | Name:          | Michael  Soenen |
|       | Title:         | President  and Chief Executive Officer |
|       |           |
|       |           |
| ** ** | ** **     | **CREDIT  SUISSE**, CAYMAN ISLANDS BRANCH (formerly  know as Credit Suisse First Boston, acting through its Cayman Islands Branch),  individually and  as Administrative Agent |
| ** ** | ** **     |
| ** ** | ** **     |
|       | By:            | /S/ VANESSA  GOMEZ |
|       | Name:          | Vanessa  Gomez |
|       | Title:         | Vice  President |
|       |           |   |
|       |           |
|       | By:            | /S/ NUPUR  KUMAR |
|       | Name:          | Nupur Kumar |
|       | Title:         | Associate |
|            |                |  |  |  |  |  |  |  |

 

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(Lenders signature pagesomitted.)

 

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**GUARANTORS:**

 
| ** ** | **FTD  GROUP, INC.**, as a  Guarantor (for purposes of Section 5 hereof only)                     |
|------------|-------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                  |
|       | /S/ MICHAEL  SOENEN                                                                                         |
|       | Name:                                                                                                       | Michael  Soenen |
|       | Title:                                                                                                      | President  and Chief Executive Officer |
|       |                                                                                                        |
|       |                                                                                                        |
| ** ** | **FLORISTS’  TRANSWORLD DELIVERY, INC.**, as a Guarantor (for  purposes of Section 5 hereof only) |
|       |                                                                                                        |
|       | By:                                                                                                         | /S/ JON R.  BURNEY |
|       | Name:                                                                                                       | Jon R.  Burney |
|       | Title:                                                                                                      | Vice  President, General Counsel |
|       |                                                                                                        |
|       |                                                                                                        |
|       | **VALUE NETWORK SERVICE, INC.**, as a Guarantor (for purposes of Section 5  hereof only)               |
|       |                                                                                                        |
|       |                                                                                                        |
|       | By:                                                                                                         | /S/ JON R.  BURNEY |
|       | Name:                                                                                                       | Jon R.  Burney |
|       | Title:                                                                                                      | Secretary |
|       |                                                                                                        |
|       |                                                                                                        |
|       | **FTD INTERNATIONAL CORPORATION**, as a Guarantor (for purposes of Section 5  hereof only)             |
|       |                                                                                                        |
|       |                                                                                                        |
|       | By:                                                                                                         | /S/ JON R.  BURNEY |
|       | Name:                                                                                                       | Jon R.  Burney |
|       | Title:                                                                                                      | Secretary |
|            |                                                                                                             |  |  |  |  |  |

 

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|   | **FTD HOLDINGS, INCORPORATED**, as a Guarantor (for purposes of Section 5  hereof only)       |
|--------|----------------------------------------------------------------------------------------------------|
|   | ** **                                                                                         |
|   | ** **                                                                                         |
|   | By:                                                                                                | /S/ JON R.  BURNEY |
|   | Name:                                                                                              | Jon R.  Burney |
|   | Title:                                                                                             | Secretary |
|   |                                                                                               |   |
|   |                                                                                               |   |
|   | **FTD.COM, INC.,**as a Guarantor (for purposes of Section 5 hereof only)                      |
|   | ** **                                                                                         |
|   | ** **                                                                                         |
|   | By:                                                                                                | /S/ JON R.  BURNEY |
|   | Name:                                                                                              | Jon R.  Burney |
|   | Title:                                                                                             | Vice  President, General Counsel |
|   |                                                                                               |   |
|   |                                                                                               |   |
|   | **FLOWERS USA, INC.**, as a Guarantor (for purposes of Section 5 hereof only)                 |
|   | ** **                                                                                         |
|   | ** **                                                                                         |
|   | By:                                                                                                | /S/ JON R.  BURNEY |
|   | Name:                                                                                              | Jon R.  Burney |
|   | Title:                                                                                             | Secretary |
|   |                                                                                               |   |
|   |                                                                                               |   |
|   | **RENAISSANCE GREETING CARDS, INC.**, as a Guarantor (for purposes of Section 5  hereof only) |
|   | ** **                                                                                         |
|   | ** **                                                                                         |
|   | By:                                                                                                | /S/ JON R.  BURNEY |
|   | Name:                                                                                              | Jon R.  Burney |
|   | Title:                                                                                             | Secretary |
|        |                                                                                                    |  |  |  |

 

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