Underwriting AgreementUnderwriting Agreement • March 8th, 2007 • FTD Group, Inc. • Services-business services, nec • New York
Green Equity Investors IV, L.P., a Delaware limited partnership (“Green Equity”), FTD Co-Investment LLC, a Delaware limited liability company (“FTD Co-Investment” and, together with Green Equity, the “LGP Selling Stockholders”), and the other stockholders named in Schedule II hereto (the “Management Selling Stockholders” and, together with the LGP Selling Stockholders, the “Selling Stockholders”)) of FTD Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”). The Management Selling Stoc
PREFERRED STOCK PURCHASE AND SALE AGREEMENTPreferred Stock Purchase and Sale Agreement • January 27th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This PREFERRED STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of February , 2005, by and between FTD Co-Investment LLC ("Seller"), a Delaware limited liability corporation, and FTD Group, Inc., a Delaware corporation ("Purchaser"), with reference to the following facts:
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • May 6th, 2008 • FTD Group, Inc. • Services-business services, nec • Illinois
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the “Agreement”) dated as of April 30, 2008 between Florists’ Transworld Delivery Inc. (the “Company”) and Michael J. Soenen (the “Executive”) and effective upon consummation of the Merger as hereinafter described.
Form of Underwriting Agreement] FTD Group, Inc. Common Stock, par value $.01 per shareFTD Group, Inc. • February 7th, 2005 • Services-business services, nec • New York
Goldman, Sachs & Co., Citigroup Global Markets Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 2121 Avenue of the Stars, Suite 2600 Los Angeles, California 90067
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (this "Agreement") is entered into as of , 2005 by and between FTD Group, Inc., a Delaware corporation, for itself and on behalf of its subsidiaries (including, without limitation, FTD, Inc. and Florists' Transworld Delivery, Inc,; collectively and individually, as applicable, the "Company") and the undersigned, a director or officer of the Company ("Indemnitee").
FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 7, 2006 AMONG FTD, INC., THE LENDERS LISTED HEREIN,Credit Agreement • August 11th, 2006 • FTD Group, Inc. • Services-business services, nec • New York
This HOLDINGS GUARANTY is entered into as of July 28, 2006, by the undersigned (the “Guarantor”), in favor of and for the benefit of WELLS FARGO BANK, N.A., as agent for and representative of (in such capacity herein called “Guarantied Party”) the lenders (“Lenders”) party to the Credit Agreement referred to below and any Swap Counterparties (as hereinafter defined), and in favor of and for the benefit of the Beneficiaries (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2008 • FTD Group, Inc. • Services-business services, nec • Illinois
This Employment Agreement (this “Agreement”) is entered into as of April 30, 2008 between Jon R. Burney (“you”) and Florists’ Transworld Delivery, Inc., a Michigan corporation (the “Company”).
FTD, INC. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 10th, 2005 • FTD Group, Inc. • Services-business services, nec • New York
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.
FTD GROUP, INC. 2005 AMENDED AND RESTATED INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 11th, 2007 • FTD Group, Inc. • Services-business services, nec • Delaware
FTD Group, Inc., a Delaware corporation, (the “Company”), pursuant to its 2005 Amended and Restated Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”), the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
TERMINATION AGREEMENTTermination Agreement • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This Termination Agreement (this "Termination Agreement") is entered into as of February , 2005 by and among FTD, Inc., a Delaware corporation (the "Company"), FTD Group, Inc., a Delaware corporation and the parent corporation of the Company ("FTDG"), FTD.COM Inc., a Delaware corporation ("FTDC"), Florists' Transworld Delivery, Inc., a Michigan corporation ("FTDI"), FTD International Corporation, a Delaware corporation ("FTDT"), Value Network Service, Inc., a Delaware corporation ("VNS"), FTD Holdings Incorporated, a Delaware corporation ("FTDH"), Renaissance Greeting Cards, Inc., a Maine corporation ("RGC"), Flowers USA, Inc., a Connecticut corporation ("USA" and, together with the Company, FTDC, FTDI, FTDT, VNS, FTDH and RGC, the "FTD Entities"), and Leonard Green & Partners, L.P. (the "Advisor"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below)
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT OF FTD GROUP, INC.Employee Non-Qualified Stock Option Agreement • March 29th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of , 2 (the “Grant Date”), by and between FTD Group, Inc., a Delaware corporation (the “Company”), and [ ], an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”
TERMINATION AGREEMENTTermination Agreement • February 7th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This Termination Agreement (this "Termination Agreement") is entered into as of February , 2005 by and among FTD, Inc., a Delaware corporation (the "Company"), FTD.COM Inc., a Delaware corporation ("FTDC"), Florists' Transworld Delivery, Inc., a Michigan corporation ("FTDI"), FTD International Corporation, a Delaware corporation ("FTDT"), Value Network Service, Inc., a Delaware corporation ("VNS"), FTD Holdings Incorporated, a Delaware corporation ("FTDH"), Renaissance Greeting Cards, Inc., a Maine corporation ("RGC"), Flowers USA, Inc., a Connecticut corporation ("USA" and, together with the Company, FTDC, FTDI, FTDT, VNS, FTDH and RGC, the "FTD Entities"), and Leonard Green & Partners, L.P. (the "Advisor"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below)
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 4th, 2005 • FTD Group, Inc. • Services-business services, nec
Amendment No. 1 to Amended and Restated Stockholders Agreement (this "Amendment No. 1"), dated as of February , 2005, is entered into by and among FTD Group, Inc., a Delaware corporation (formerly known as Mercury Man Holdings Corporation) (the "Company"), Green Equity Investors IV, L.P., a Delaware limited partnership ("GEI"), FTD Co-Investment LLC, a Delaware limited liability company ("LLC"), Jon Burney, Larry Johnson, George Kanganis, William Van Cleave, Daniel Smith, Michael Soenen, Carrie Wolfe, Marcia Chapman and Jandy Tomy (each such individual collectively, the "Employee Holders"). Capitalized terms used herein without definition shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTUREFTD Group, Inc. • February 4th, 2005 • Services-business services, nec • New York
Second Supplemental Indenture (this "Supplemental Indenture"), dated as of February , 2005, entered into by and among the Guarantor(s) listed on the signature page attached hereto (each a "Guaranteeing Subsidiary"), each a subsidiary of FTD, Inc., a Delaware corporation (the "Company"), FTD Group, Inc., a Delaware corporation and the parent corporation of the Company (the "Parent"), the Company and U.S. National Bank Association, as trustee under the Indenture referred to below (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2007 • FTD Group, Inc. • Services-business services, nec • Illinois
This Employment Agreement (this “Agreement”) is entered into as of July 1, 2007, between Becky Sheehan (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
INDEPENDENT DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT OF FTD GROUP, INC.Independent Director Non-Qualified Stock Option Agreement • March 29th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of , 2 (the “Grant Date”), by and between FTD Group, Inc., a Delaware corporation (the “Company”), and [ ], an Independent Director of the Company, hereinafter referred to as the “Optionee.”
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 23rd, 2004 • FTD Group, Inc. • Delaware
Amended and Restated Stockholders Agreement (this "Agreement"), dated as of September 30, 2004, by and among Mercury Man Holdings Corporation, a Delaware corporation (the "Company"), Green Equity Investors IV, L.P., a Delaware limited partnership ("GEI"), FTD Co-Investment LLC, a Delaware limited liability company ("LLC"), Jon Burney, Larry Johnson, George Kanganis, Timothy Meline, William Van Cleave, Dan Smith, Michael Soenen, Carrie Wolfe, Marci Chapman, Jandy Tomy and any employees of the Company or any of its subsidiaries (the "Employee Holders") who acquire Common Stock (as defined below) from the Company or who have been or shall be granted options to acquire Common Stock and shall become party hereto as of or after the date of this Agreement as listed on Schedule A hereto (as the same may be supplemented from time to time).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 20th, 2005 • FTD Group, Inc. • Services-business services, nec • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 14, 2005, entered into by and among the Guarantor(s) listed on the signature page attached hereto (each a “Guaranteeing Subsidiary”), each a subsidiary of FTD, Inc., a Delaware corporation (the “Company”), FTD Group, Inc., a Delaware corporation and the parent corporation of the Company (the “Parent”), the Company and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FTD, INC. FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 21st, 2007 • FTD Group, Inc. • Services-business services, nec • New York
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of February 20, 2007 and entered into by and among FTD, INC., a Delaware corporation, as borrower ("Company"), THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF ("Lenders"), WELLS FARGO BANK, N.A. ("Wells Fargo"), as administrative agent for Lenders (in such capacity, "Administrative Agent"), MIZUHO CORPORATE BANK, LTD. and ING CAPITAL LLC as co-syndication agents for Lenders (in such capacity, "Co-Syndication Agents"), and BMO CAPITAL MARKETS as documentation agent for Lenders (in such capacity, "Documentation Agent"), and is made with reference to that certain First Amended and Restated Credit Agreement dated as of August 7, 2006 (the "Credit Agreement"), by and among Company, Lenders, Administrative Agent, Co-Syndication Agents and Documentation Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 20th, 2005 • FTD Group, Inc. • Services-business services, nec
Amendment No. 1 to Amended and Restated Stockholders Agreement (this “Amendment No. 1”), dated as of February 14, 2005, is entered into by and among FTD Group, Inc., a Delaware corporation (formerly known as Mercury Man Holdings Corporation) (the “Company”), Green Equity Investors IV, L.P., a Delaware limited partnership (“GEI”), FTD Co-Investment LLC, a Delaware limited liability company (“LLC”), Jon Burney, Larry Johnson, George Kanganis, William Van Cleave, Daniel Smith, Michael Soenen, Carrie Wolfe, Marcia Chapman and Jandy Tomy (each such individual collectively, the “Employee Holders”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • February 24th, 2005 • FTD Group, Inc. • Services-business services, nec
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the Common Stock of FTD Group, Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
AMENDMENT NO. 1Agreement and Plan of Merger • July 17th, 2008 • FTD Group, Inc. • Services-business services, nec • Delaware
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of July 16, 2008, by and among United Online, Inc., a Delaware corporation (“Purchaser”), UNOLA Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Purchaser (“Merger Sub”), and FTD Group, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 6th, 2008 • FTD Group, Inc. • Services-business services, nec • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of April 30, 2008 (this “Agreement”), by and among Green Equity Investors IV, L.P. (“GEI”), FTD Co-Investment, LLC (“LLC” and, together with GEI, the “Principal Stockholders”), and United Online, Inc., a Delaware corporation (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • August 2nd, 2006 • FTD Group, Inc. • Services-business services, nec • New York
COUNTERPART (this “Counterpart”), dated as of , is delivered pursuant to Section 21 of the Security Agreement referred to below. The undersigned hereby agrees that this Counterpart may be attached to the Security Agreement, dated as of July 28, 2006 (said Security Agreement, as it may heretofore have been and as it may hereafter be further amended, restated, supplemented or otherwise modified from time to time being the “Security Agreement”; capitalized terms used herein not otherwise defined herein shall have the meanings ascribed therein), among [FTD, Inc.], [Insert Name of Grantor] (“Grantor”), the other Grantors named therein, and Wells Fargo Bank, N.A., as Secured Party. The undersigned by executing and delivering this Counterpart hereby becomes a Grantor under the Security Agreement in accordance with Section 21 thereof and agrees to be bound by all of the terms thereof. Without limiting the generality of the foregoing, the undersigned hereby:
April 30, 2008 Mr. Michael J. Soenen 55 East Erie Unit #4902 Chicago, IL 60611 Dear Michael:Merger Agreement • May 6th, 2008 • FTD Group, Inc. • Services-business services, nec
This is to memorialize the agreement that has been reached regarding your employment following the consummation of the transactions contemplated by the Agreement and Plan of Merger dated April 30, 2008 (the “Merger Agreement”), by and among United Online, Inc. (“United Online”), UNOLA Corp., an indirect wholly-owned subsidiary of United Online (“Merger Sub”), and FTD Group, Inc. (individually and together with its subsidiaries, “FTD”), whereby Merger Sub will merge with and into FTD (the “Merger”). This agreement is conditioned upon, and shall be effective upon, the consummation of the Merger (the “Effective Date”). In the event the Merger is not consummated, this agreement shall be of no force or effect.
Dated 7 July 2006 The Managers The Optionholders The Investors FTD UK Holdings Limited FTD, Inc., as Guarantor Share Purchase Agreement relating to Interflora Holdings LimitedShare Purchase Agreement • July 12th, 2006 • FTD Group, Inc. • Services-business services, nec
The Vendors severally wish to sell and the Purchaser wishes to acquire the entire issued share capital of the Company subject to the terms of this Agreement.
TERMINATION AGREEMENTTermination Agreement • September 20th, 2005 • FTD Group, Inc. • Services-business services, nec • Delaware
This Termination Agreement (this “Termination Agreement”) is entered into as of February 14, 2005 by and among FTD, Inc., a Delaware corporation (the “Company”), FTD.COM Inc., a Delaware corporation (“FTDC”), Florists’ Transworld Delivery, Inc., a Michigan corporation (“FTDI”), FTD International Corporation, a Delaware corporation (“FTDT”), Value Network Service, Inc., a Delaware corporation (“VNS”), FTD Holdings Incorporated, a Delaware corporation (“FTDH”), Renaissance Greeting Cards, Inc., a Maine corporation (“RGC”), Flowers USA, Inc., a Connecticut corporation (“USA” and, together with the Company, FTDC, FTDI, FTDT, VNS, FTDH and RGC, the “FTD Entities”), and Leonard Green & Partners, L.P. (the “Advisor”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below)
FTD, INC. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 23rd, 2004 • FTD Group, Inc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of November 15, 2004 and entered into by and among FTD, Inc., a Delaware corporation ("Company"), the Guarantors (as defined in Section 6 hereof), the financial institutions listed on the signature pages hereof ("Lenders") and 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 (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.
CREDIT AGREEMENT DATED AS OF JULY 28, 2006 AMONG FTD, INC., THE LENDERS LISTED HEREIN, as Lenders, WELLS FARGO BANK, N.A., as Administrative Agent, WELLS FARGO BANK, N.A., as Syndication Agent, WELLS FARGO BANK, N.A., as Documentation Agent and WELLS...Security Agreement • August 2nd, 2006 • FTD Group, Inc. • Services-business services, nec • New York
This HOLDINGS GUARANTY is entered into as of July 28, 2006, by the undersigned (the “Guarantor”), in favor of and for the benefit of WELLS FARGO BANK, N.A., as agent for and representative of (in such capacity herein called “Guarantied Party”) the lenders (“Lenders”) party to the Credit Agreement referred to below and any Swap Counterparties (as hereinafter defined), and in favor of and for the benefit of the Beneficiaries (as hereinafter defined).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 12th, 2008 • FTD Group, Inc. • Services-business services, nec • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of August 11, 2008, entered into by and among FTD, Inc., a Delaware corporation (the “Company”), FTD Group, Inc., a Delaware corporation and the parent corporation of the Company ( “Parent”), the other Guarantors listed on the signature page attached hereto, each a subsidiary of the Company (each a "Guaranteeing Subsidiary”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture.
