FTD Inc Sample Contracts

CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2001,
Credit Agreement • May 29th, 2002 • Ios Brands Corp • Services-business services, nec • Illinois
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RECITALS
Escrow Agreement • August 6th, 2001 • Ios Brands Corp • Services-business services, nec • Michigan
FTD CORPORATION
Subscription Agreement • October 6th, 1997 • FTD Corp • Services-business services, nec
EXHIBIT 10.1 CREDIT AGREEMENT Dated as of November 20, 1997
Credit Agreement • January 12th, 1998 • FTD Corp • Services-business services, nec
TO
Credit Agreement • January 31st, 2001 • Ios Brands Corp • Services-business services, nec • Illinois
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • September 27th, 1999 • FTD Corp • Services-business services, nec • Illinois
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • September 27th, 1999 • FTD Corp • Services-business services, nec • Illinois
FORM OF GOVERNANCE AGREEMENT
Governance Agreement • March 5th, 2002 • Ios Brands Corp • Services-business services, nec • Delaware
WITNESSETH:
Employment Agreement • February 11th, 1997 • FTD Corp • Services-business services, nec • Delaware
April 12, 2001
Employment Agreement • August 6th, 2001 • Ios Brands Corp • Services-business services, nec • Illinois
EXHIBIT 10
Waiver to Credit Agreement • November 14th, 1996 • FTD Corp • Services-business services, nec
EMPLOYMENT AGREEMENT
Employment 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”).

CREDIT AGREEMENT DATED AS OF FEBRUARY 24, 2004
Credit Agreement • March 1st, 2004 • FTD Inc • Services-business services, nec • New York
FLORISTS’ TRANSWORLD DELIVERY, INC. 3113 Woodcreek Drive Downers Grove, Illinois 60515 June 28, 2002
Modification of Employment Arrangements • September 12th, 2002 • FTD Inc • Services-business services, nec • Illinois

This letter agreement (this “Agreement”) sets forth the agreement of Florists’ Transworld Delivery, Inc., a Michigan corporation (the “Assignee”), FTD.COM INC., a Delaware corporation (the “Assignor”), and William J. Van Cleave (the “Executive” and collectively with the Assignee and the Assignor, the “Parties”) relating to the assignment and assumption of the Executive’s employment from the Assignor to the Assignee.

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
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:

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November 12, 2002 Jon Burney Florists’ Transworld Delivery
Employment Agreement • February 14th, 2003 • FTD Inc • Services-business services, nec • Illinois
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”).

VOTING AGREEMENT
Voting Agreement • October 7th, 2003 • FTD Inc • Services-business services, nec • Delaware

Voting Agreement (this “Agreement”), dated as of October 5, 2003, by and among MERCURY MAN HOLDINGS CORPORATION, a Delaware corporation (“Parent”), and the stockholder(s) listed on the signature pages hereto (the “Stockholder”).

WITNESSETH:
Credit Agreement • February 11th, 1997 • FTD Corp • Services-business services, nec • New York
1 EXHIBIT 10.3 SECURITY AGREEMENT DATED AS OF NOVEMBER 20, 1997
Security Agreement • January 12th, 1998 • FTD Corp • Services-business services, nec • Illinois
AMENDMENT TO LETTER AGREEMENT
Letter 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, 2003
Merger Agreement • 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 24th, 2004 • FTD Inc • Services-business services, nec • Illinois

This Employment Agreement (this "Agreement") is entered into as of May 20, 2003, between Larry Johnson (the "Executive") and Florists' Transworld Delivery, Inc. ("FTD").

GOVERNANCE AGREEMENT
Governance Agreement • November 14th, 2002 • FTD Inc • Services-business services, nec • Delaware

THIS GOVERNANCE AGREEMENT (this "Agreement") is made as of June 28, 2002, by and among (i) FTD, Inc., a Delaware corporation formerly known as IOS Brands Corporation (the "Company"), (ii) Perry Acquisition Partners, L.P., a Delaware limited partnership, Perry Partners, L.P., a Delaware limited partnership, Perry Partners International, Inc., a Cayman Islands corporation, and Perry Principals Holdings, LLC, a Delaware limited liability company (collectively, the "Perry Entities"), (iii) Bain Capital Fund IV, L.P., a Delaware limited partnership, Bain Capital Fund IV-B, L.P., a Delaware limited partnership, Information Partners Capital Fund, L.P., a Delaware limited partnership, BCIP Associates, a Delaware general partnership, and BCIP Trust Associates, L.P., a Delaware limited partnership (collectively, the "Bain Entities", (iv) Randolph Street Partners, an Illinois general partnership ("Randolph"), and (v) Chisholm Partners II L.P., a Delaware limited partnership, Fleet Equity Partners

FTD, INC. FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 28th, 2005 • FTD Inc • Services-business services, nec • 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.

FLORISTS’ TRANSWORLD DELIVERY, INC. FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • FTD Inc • Services-business services, nec • Illinois

This First Amendment and Waiver to Amended and Restated Credit Agreement (herein, the “Amendment”) is entered into as of July 31, 2003, by and among Florists’ Transworld Delivery, Inc., a Michigan corporation (the “Borrower”), FTD, Inc., a Delaware corporation (the “Parent”), the Subsidiaries listed on the signature pages hereof, as Guarantors (and, in the case of FTD.COM INC. (“FTD.COM”), as a new Credit Party as defined below), the several financial institutions listed on the signature pages hereof, as Lenders, and Harris Trust and Savings Bank, as Administrative Agent for the Lenders.

FLORISTS’ TRANSWORLD DELIVERY, INC. FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT AND TO AMENDED AND RESTATED SECURITY AGREEMENT
Pledge Agreement and Security Agreement • September 15th, 2003 • FTD Inc • Services-business services, nec • Illinois

This First Amendment to Amended and Restated Pledge Agreement and to Amended and Restated Security Agreement (herein, the “Amendment”) is entered into as of July 31, 2003, by and among FTD, Inc., a Delaware corporation (the “Parent”), Florists’ Transworld Delivery, Inc., a Michigan corporation (the “Borrower”), and the other parties executing this Amendment under the heading “Debtors” (the Parent, the Borrower and such other parties being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address at 3113 Woodcreek Drive, Downers Grove, Illinois 60515, and Harris Trust and Savings Bank, an Illinois banking corporation (“HTSB”), with its mailing address at 111 West Monroe Street, Chicago, Illinois 60603, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (HTSB acting as such administrative agent and any successor or successors to HTSB acting in such capacity being hereinafter refe

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