CREDIT AGREEMENT DATED AS OF FEBRUARY 24, 2004 AMONG NECTAR MERGER CORPORATION FTD, INC., THE LENDERS LISTED HEREIN, as Lenders, CREDIT SUISSE FIRST BOSTON, as Administrative Agent, UBS SECURITIES LLC as Syndication Agent, WELLS FARGO BANK, N.A., as...Credit Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • New York
This CREDIT AGREEMENT is dated as of February 24, 2004 and entered into by and among NECTAR MERGER CORPORATION, a Delaware corporation (“Merger Sub”), as borrower prior to the consummation of the Merger (this and other capitalized terms used herein without definition being used as defined in subsection 1.1), FTD, INC., a Delaware corporation, as borrower after consummation of the Merger, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), UBS SECURITIES LLC (“UBSS”), as syndication agent for Lenders (in such capacity, “Syndication Agent”), WELLS FARGO BANK, N.A., as documentation agent for Lenders (in such capacity, “Documentation Agent”), and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch (“CSFB”), as administrative agent for Lenders (in such capacity, “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Illinois
This Employment Agreement (this “Agreement”) is entered into as of May 20, 2003, between Carrie Wolfe (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Illinois
In consideration of the obligations of the Company and the consideration to be received by the Company pursuant to the Employment Agreement, dated as of the date hereof (the “Employment Agreement”) between the Company and the Executive, the Company and the Executive agree as follows:
AMENDMENT TO LETTER AGREEMENTLetter Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec
This Amendment to Letter Agreement (this “Amendment”) is entered into as of May 20, 2003, between Robert Norton (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
AGREEMENT AND PLAN OF MERGER among MERCURY MAN HOLDINGS CORPORATION, NECTAR MERGER CORPORATION and FTD, INC. Dated as of October 5, 2003Agreement and Plan of Merger • March 22nd, 2004 • FTD Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 5, 2003 (this “Agreement”), is made and entered into among Mercury Man Holdings Corporation, a Delaware corporation (“Purchaser”), Nectar Merger Corporation, a Delaware corporation and a wholly owned Subsidiary of Purchaser (“Merger Sub”), and FTD, Inc., a Delaware corporation (the “Company”).
GUARANTEE February 24, 2004FTD Inc • March 22nd, 2004 • Services-business services, nec
The Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, the Company (defined below) and U.S. Bank National Association, as trustee (the “Indenture”) and any additional Guarantors), have irrevocably and unconditionally guaranteed on a senior subordinated basis the Guarantee Obligations (as defined in Section 10.1 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Liquidated Damages, if any, on the 7.75% Senior Subordinated Notes due 2014 (the “Notes”) of Nectar Merger Corporation, a Delaware corporation (the “Company”), whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any inter
FLORISTS ONLINE HOSTING AGREEMENTFlorists Online Hosting Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Illinois
This Florists Online Hosting Agreement (this “Agreement”) is being entered into as of the day of June, 1999 and is entered into by and between Florists’ Transworld Delivery, Inc., a Michigan corporation (“FTDI”), and ftd.com inc., a Delaware corporation (“ftd.com”).
April 12, 2001 Mr. Robert Norton IOS Brands CorporationFTD Inc • March 22nd, 2004 • Services-business services, nec • Illinois
NECTAR MERGER CORPORATION To be merged with and into FTD, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • New York
Nectar Merger Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $175,000,000 aggregate principal amount of its 7.75% Senior Subordinated Note due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) upon consummation of the Merger (as defined below) by the Guarantors (as defined in the Indenture). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof, (the “Indenture”) among the Issuer, FTD, Inc., a Delaware corporation (“FTD”) and U.S. Bank National Association (the “Trustee”).
FORM OF TRADEMARK LICENSE AGREEMENTForm of Trademark License Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Illinois
This Trademark License Agreement (this “Agreement”) is being entered into as of the day of June, 1999 and is entered into by and between Florists’ Transworld Delivery, Inc. (“FTDI” or “Licensor”), a Michigan corporation, and ftd.com inc. (“ftd.com” or “Licensee”), a Delaware corporation.
FIRST AMENDMENT TO TAX SHARING AGREEMENTTax Sharing Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec
This First Amendment (the “Amendment”) is being entered into as of the day of June, 1999 and is entered into by and among FTD Corporation, a Delaware corporation (“Parent”), Florists’ Transworld Delivery, Inc., a Michigan corporation (“Subsidiary No. 1”), and ftd.com inc., a Delaware corporation (“Subsidiary No. 2”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec
This Amendment to Employment Agreement (this “Amendment”) is entered into as of October 5, 2003 between (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec
This Third Amendment to Employment Agreement (this “Amendment”) is entered into as of February 24, 2004 between Robert Norton (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENTForm of Confidentiality and Non-Competition Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Illinois
In consideration of the obligations of the Company and the consideration to be received by the Company pursuant to the Employment Agreement, dated as of the date hereof (the “Employment Agreement”) between the Company and the Executive, the Company and the Executive agree as follows:
FORM OF COMMISSION AGREEMENTForm of Commission Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Illinois
This Commission Agreement (this “Agreement”) is being entered into as of the day of June, 1999 and is entered into by and between Florists’ Transworld Delivery, Inc., a Michigan corporation (“FTDI”), and ftd.com inc., a Delaware corporation (“ftd.com”).
NECTAR MERGER CORPORATION $175,000,000 7.75% Senior Subordinated Notes due 2014 JOINDER TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated February 6, 2004, among Nectar Merger Corporation, a Delaware corporation (the “Issuer”), on the one hand, and Credit Suisse First Boston LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the “Initial Purchasers”), on the other hand. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement. This is the agreement referred to in Section 9(j) of the Registration Rights Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Delaware
This MANAGEMENT SERVICES AGREEMENT, dated as of February 24, 2004 (this “Agreement”), is made 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”; the Company, FTDC, FTDI, FTDT, VNS, FTDH, RGC and USA are collectively referred to in this Agreement as the “FTD Entities”), and Leonard Green & Partners, L.P., a Delaware limited partnership (the “Advisor”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 22nd, 2004 • FTD Inc • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 24, 2004 among the Guarantor(s) listed on the signature page attached hereto (each a “Guaranteeing Subsidiary”), a subsidiary of Nectar Merger Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company and U.S. National Bank Association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO LETTER AGREEMENTLetter Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec
This Second Amendment to Letter Agreement (this “Second Amendment”) is entered into as of October 5, 2003 between Robert Norton (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • New York
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of February 24, 2004 between (the “Executive”) and Florists’ Transworld Delivery, Inc. (“FTD”).
TAX SHARING AGREEMENTTax Sharing Agreement • March 22nd, 2004 • FTD Inc • Services-business services, nec • Delaware
THIS AGREEMENT, effective as of December 19, 1994, by and among Perry Capital Corp. (“Parent”) and Florists’ Transworld Delivery, Inc. (“Subsidiary”).
