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).
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.
