Exhibit 10.1


 


FTD, INC.


 


SECOND AMENDMENT

TO CREDIT AGREEMENT


 


This SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is
dated as of November 7, 2005 and entered into by and among FTD, Inc.,
a Delaware corporation (“Company”), the
Guarantors (as defined in Section 5 hereof), the financial institutions
listed on the signature pages hereof (“Lenders”)
and Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse First
Boston, acting through its Cayman Islands Branch), as administrative agent for
Lenders (“Administrative Agent”), and is made
with 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, UBS
Securities LLC, as syndication agent, Wells Fargo Bank, N.A., as documentation
agent and Administrative Agent. 
Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement.


 


RECITALS


 


WHEREAS, Company
and Lenders desire to amend the Credit Agreement to permit certain Capital
Stock repurchases.


 


NOW, THEREFORE, in consideration
of 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                               Amendments
to Subsection 7.5:  Restricted
Junior Payments


 


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


 


“and (e) for other repurchases of Capital Stock
of 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 after
giving pro forma effect to any such Restricted Junior Payments and repurchases (A) the
Consolidated Leverage Ratio as of the last day of the Fiscal Quarter
immediately preceding the date of any such Restricted Junior Payment is less
than 4.25:1.00 and (B) the excess of the aggregate Revolving Loan
Commitments over the Total Utilization of Revolving Loan Commitments as of the
date of any such Restricted Junior Payment is at least $20,000,000; provided
further that, such repurchases are made with the proceeds of the
applicable Restricted Junior Payments within three Business Days of the payment
of such Restricted Junior Payments,”


 


A.                                    In
addition, subsection 7.5 of the Credit Agreement is hereby further amended
by deleting the word “and” at the end of clause (iii)(c) thereof.


 





















 


Section 2.                                          CONDITIONS
TO EFFECTIVENESS


 


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


 


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


 


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


 


2.                                       Copies
of this Amendment executed by Company and Guarantors.


 


B.                                    On or before the Second
Amendment Effective Date, all corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Administrative Agent,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Agent and such counsel, and Agent and such counsel shall have
received all such counterpart originals or certified copies of such documents
as Administrative Agent may reasonably request.


 


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


 


D.                                    Administrative
Agent and Requisite Lenders shall have executed and delivered copies of this
Amendment to Administrative Agent.


 


E.                                      All fees and expenses
incurred in connection with this Amendment or previously billed to Company and
owing 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’S
REPRESENTATIONS AND WARRANTIES


 


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


 


A.                                    Corporate
Power and Authority.  Company and
each Guarantor has all requisite corporate power and authority to enter into
this Amendment and to carry out the 


 


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


 


B.                                    Authorization
of Agreements.  The execution and
delivery of this Amendment and the performance of the Amended Agreement have
been duly authorized by all necessary corporate action on the part of Company
and each Guarantor, as applicable.


 


C.                                    No
Conflict.  The execution, delivery
and performance by Company and each Guarantor of this Amendment and the
performance by Company of the Amended Agreement do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable
to Company or any Guarantor, the Organizational Documents of Company or any Guarantor
or any order, judgment or decree of any court or other agency of government
binding on Company or any Guarantor, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Company or any Guarantor, (iii) result
in or require the creation or imposition of any Lien upon any of the properties
or assets of Company or any Guarantor (other than Liens created under any of
the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require
any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any Guarantor.


 


D.                                    Governmental
Consents.  The execution, delivery
and performance by Company and each Guarantor of this Amendment and the
performance by Company of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body.


 


E.                                      Binding
Obligation.  This Amendment has been
duly executed and delivered by Company and each Guarantor and this Amendment
and the Amended Agreement are the legally valid and binding obligations of
Company and each Guarantor, as applicable, enforceable against Company and each
Guarantor, as applicable, in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.


 


F.                                      Incorporation
of Representations and Warranties From Credit Agreement.  The representations and warranties contained
in Section 5 of the Credit Agreement are and will be true, correct and
complete in all material respects on and as of the Second Amendment Effective
Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.


 


G.                                    Absence
of Default.  No event has occurred
and is continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a
Potential Event of Default.


 


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Section 4.  MISCELLANEOUS


 


A.                                    Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


 


(i)                                     On
and after the Second Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.


 


(ii)                                  Except
as specifically amended by this Amendment, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.


 


(iii)                               The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Agent or any Lender under, the
Credit Agreement or any of the other Loan Documents.


 


B.                                    Fees
and Expenses.  Company acknowledges
that all costs, fees and expenses as described in subsection 10.2 of the
Credit Agreement incurred by Administrative Agent and its counsel with respect
to this Amendment and the documents and transactions contemplated hereby shall
be for the account of Company.


 


C.                                    Headings.  Section and subsection headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


D.                                    Applicable
Law.  THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


E.                                      Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered (including a facsimile thereof) shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all
signature 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”) hereby
acknowledges and agrees that any of the Guaranties and Collateral 


 


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Document (each, a “Credit
Support Document”) to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. 
Each Guarantor represents and warrants that all representations and
warranties contained in the Amended Agreement and the Credit Support Documents
to which it is a party or otherwise bound are true, correct and complete in all
material respects on and as of the Second Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.


 


Each Guarantor acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, such Guarantor is
not required by the terms of the Credit Agreement or any other Loan Document to
consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any
other Loan Document shall be deemed to require the consent of such Guarantor to
any future amendments to the Credit Agreement.


 


[The remainder of page intentionally
left blank.]


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their respective
officers 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

  
									



 





















 


(Lenders signature pages
omitted.)


 





















 


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

  
							



 





















 


	
   

  	
  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