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EXHIBIT 10.2
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT ("AMENDMENT") dated as of
December 19, 1997, among FLORISTS' TRANSWORLD DELIVERY, INC., a Michigan
corporation (the "BORROWER"), FTD Corporation, the institutions listed on the
signature pages hereof as Lenders (the "LENDERS"), and THE FIRST NATIONAL BANK
OF CHICAGO in its capacity as contractual representative for itself and the
other Lenders (the "AGENT") under that certain Credit Agreement dated as of
November 20, 1997 by and among the Borrower, the Lenders and the Agent (the
"CREDIT AGREEMENT"). Defined terms used herein and not otherwise defined herein
shall have the meaning given to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Agent have entered
the Credit Agreement; and
WHEREAS, Borrower, the Lenders and the Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the
Agent agree as follows:
1. Amendment to the Credit Agreement. Effective as of the date
first above written and subject to the execution of this Amendment by the
parties hereto and the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
(a) Section 7.1 (A) is hereby amended to add the following
language immediately after the phrase "with sufficient copies
for each of the Lenders":
"which the Agent will distribute to the Lenders."
(b) Section 9.3 is hereby amended to add a new subsection
(vii) as follows:
(vii) release any guarantors of the Secured
Obligations or release all or substantially all of the
Collateral or subordinate the liens and security interests
granted to the Holders of Secured Obligations with respect to
a substantial portion of the Collateral.
2. Conditions Precedent. This Amendment shall become effective
as of the date above written, if, and only if, the Agent has received duly
executed originals of this Amendment from the Borrower, the Lenders and the
Agent.
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3. Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Borrower
hereby reaffirms all representations and warranties made in the Credit
Agreement, and to the extent the same are not amended hereby, agrees that all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of such
earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement to "this Credit
Agreement," "hereunder," "hereof," "herein" or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) The Credit Agreement, as amended hereby, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
(c) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflict of
law provisions) of the State of Illinois.
6. Headings. Section 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.
7. Counterparts. This Amendment may be executed by one or more
of the parties to the Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
FLORISTS' TRANSWORLD DELIVERY, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
FTD CORPORATION
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Secretary
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Authorized Agent
LENDERS:
MICHIGAN NATIONAL BANK
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Relationship Manager
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
Title: Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Law
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Name: Xxxxx X. Law
Title: Vice President
