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EXHIBIT 10.20
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO FTD CORPORATION SECURITY AGREEMENT
AMENDMENT NO. 1 TO FTD CORPORATION GUARANTY
AMENDMENT NO. 1 TO FTD CORPORATION PLEDGE AGREEMENT
AMENDMENT NO. 1 TO FTD CORPORATION PATENT SECURITY AGREEMENT
AMENDMENT NO. 1 TO FTD CORPORATION TRADEMARK SECURITY AGREEMENT
AMENDMENT NO. 1 TO FTD CORPORATION COPYRIGHT SECURITY AGREEMENT
(COLLECTIVELY, THE "MASTER AMENDMENT")
July 7, 2000
This (i) AMENDMENT NO. 3 (the "CREDIT AGREEMENT AMENDMENT") to the
Credit Agreement, dated as of November 20, 1997, as amended (the "CREDIT
AGREEMENT"), among FLORISTS' TRANSWORLD DELIVERY, INC., a Michigan corporation
(the "BORROWER"), IOS BRANDS CORPORATION, formerly known as FTD Corporation, a
Delaware corporation (the "PARENT"), the institutions from time to time party
thereto as Lenders (the "LENDERS"), and BANK ONE, NA, having its principal
office in Chicago, Illinois, formerly known as The First National Bank of
Chicago, in its capacity as contractual representative for itself and the other
Lenders (the "AGENT") and (ii) AMENDMENT NO. 1 (the "PARENT COLLATERAL DOCUMENT
AMENDMENT", and together with the Credit Agreement Amendment, the "MASTER
AMENDMENT") to each of the Security Agreement, Guaranty, Pledge Agreement,
Patent Security Agreement, Trademark Security Agreement, and Copyright Security
Agreement (collectively, the "PARENT COLLATERAL DOCUMENTS"), each dated as of
November 20, 1997, each by and between the Parent and the Agent, is entered into
as of July 7, 2000. Defined terms used herein and not otherwise defined herein
shall have the meaning given to them in the Credit Agreement.
WHEREAS, the Borrower, the Parent, the Lenders and the Agent have
entered into the Credit Agreement;
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WHEREAS, the Parent and the Agent have entered into the Parent
Collateral Documents;
WHEREAS, the Borrower, the Parent, the Lenders and the Agent have
agreed to amend the Credit Agreement on the terms and conditions set forth
herein and the Parent and the Agent have agreed to amend the Parent Collateral
Documents 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 Parent, the Lenders and the Agent
agree as follows:
1. Amendment to the Credit Agreement and the Parent Collateral
Documents. Effective as of the date first above written, and subject to the
execution of this Master Amendment by the parties hereto and the satisfaction of
the conditions precedent set forth in Section 2 below, the Credit Agreement and
each Parent Collateral Document shall be and hereby is amended as follows:
a) Each reference in the Credit Agreement and each Parent Collateral
Document to the term "FTD Corporation" is hereby deleted therefrom and the term
"IOS Brands Corporation" is hereby substituted therefor.
b) Section 7.3(D)(x) of the Credit Agreement is hereby amended in its
entirety as follows:
"(x) Investments consisting of loans or advances made by the Borrower
and its Subsidiaries to employees of Holdings or its Subsidiaries,
other than those permitted by Section 7.3(D)(xi); provided, that the
aggregate amount of such Investments in any fiscal year shall not
exceed $1,000,000;"
c) Section 7.3(D)(xi) of the Credit Agreement is hereby amended in its
entirety as follows:
"(xi) loans and advances to officers or other employees of Holdings or
its Subsidiaries in connection with such officers' or employees'
acquisition of shares of Holdings' common stock; provided, that the
aggregate amount of such loans and advances in any fiscal year shall
not exceed $1,000,000;"
d) Section 7.3(F)(v) of the Credit Agreement is hereby amended in its
entirety as follows:
"(v) the repurchase or redemption of Capital Stock or options to
purchase Capital Stock of Holdings held by employees or former
employees of Holdings and its Subsidiaries; provided, that the
aggregate amount of such repurchases and redemptions shall not exceed
in any fiscal year (A) $1,000,000 plus (B) the proceeds received by the
Borrower or Holdings from the sale of any management or employee
Capital Stock or other rights during such fiscal year;"
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2. Conditions Precedent. This Master Amendment shall become effective
as of the date above written, if, and only if, the Agent has received:
(i) duly executed originals of this Master Amendment from the Borrower,
the Required Lenders and the Agent,
(ii) duly executed UCC-3 financing statements executed by IOS Brands
Corporation evidencing its change in name from FTD Corporation to IOS Brands
Corporation, with such UCC-3 financing statements to be filed in the following
jurisdictions: Secretary of State of California, Secretary of State of Illinois,
Secretary of State of Maine, Secretary of State of Ohio (including, without
limitation, Xxxxxxxx County, Ohio),
(iii) certificate of incorporation for IOS Brands Corporation certified
by the Secretary of State of Delaware and the secretary or an assistant
secretary of IOS Brands Corporation, by-laws for IOS Brands Corporation
certified by such secretary or assistant secretary, and good standing
certificates for IOS Brands Corporation from each jurisdiction in which IOS
Brands Corporation is qualified to do business,
(iv) duly executed originals of the Guaranty in favor of the Agent
dated as of July 28, 1999 from Value Network Service, Inc.,
(v) duly executed originals of the Security Agreement in favor of the
Agent dated as of July 28, 1999 from Value Network Service, Inc.,
(vi) duly executed originals of the Trademark Security Agreement in
favor of the Agent dated as of July 28, 1999 from Value Network Service, Inc.,
(vii) duly executed originals of the Patent Security Agreement in favor
of the Agent dated as of July 28, 1999 from Value Network Service, Inc.,
(viii) duly executed UCC-1 financing statements naming Value Network
Service, Inc. as debtor and Bank One, NA, as Agent, as secured party to be filed
in the following jurisdictions: Secretary of State of Illinois,
(ix) articles of incorporation for Value Network Service, Inc.
certified by the Secretary of State of Delaware and the secretary or an
assistant secretary of Value Network Service, Inc., by-laws for Value Network
Service, Inc. certified by such secretary or assistant secretary, resolutions
authorizing entry into the agreements referenced in clauses (iv) - (ix) above
certified by such secretary or assistant secretary, and an incumbency
certificate certified by such secretary or assistant secretary,
(x) good standing certificates for Value Network Service, Inc. from
each jurisdiction in which Value Network Service, Inc. is qualified to do
business,
(xi) duly executed originals of the Guaranty in favor of the Agent from
FTD International Corporation,
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(xii) duly executed originals of the Security Agreement in favor of the
Agent from FTD International Corporation,
(xiii) duly executed originals of the Trademark Security Agreement in
favor of the Agent from FTD International Corporation,
(xiv) duly executed originals of the Patent Security Agreement in favor
of the Agent from FTD International Corporation,
(xv) duly executed UCC-1 financing statements naming FTD International
Corporation as debtor and Bank One, NA, as Agent, as secured party to be filed
in the following jurisdictions: Secretary of State of Illinois and Delaware,
(xvi) certificate of incorporation for FTD International Corporation
certified by the Secretary of State of Delaware and its secretary or assistant
secretary, by-laws for FTD International Corporation certified by such secretary
or assistant secretary, resolutions authorizing entry into the agreements
referenced in clauses (xi) - (xv) above certified by such secretary or assistant
secretary, and an incumbency certificate certified by such secretary or
assistant secretary,
(xvii) good standing certificates for FTD International Corporation
from each jurisdiction in which it is qualified to do business, and
(xviii) a fully executed copy of the Second Amended and Restated Pledge
Agreement between the Borrower and the Agent.
3. Representations and Warranties of the Borrower. Each of the Borrower
and the Parent hereby represents and warrants as follows:
(a) This Master Amendment, the Credit Agreement and each Parent
Collateral Document to which it is a party, as each is amended hereby,
constitute legal, valid and binding obligations of the Borrower and the Parent
and are enforceable against the Borrower and the Parent in accordance with their
terms.
(b) Upon the effectiveness of this Master Amendment, each of the
Borrower and the Parent hereby reaffirms all representations and warranties made
by it in the Credit Agreement and each Parent Collateral Document, and to the
extent the same are not amended hereby, agrees that all such representations and
warranties shall be deemed to have been remade by it as of the date of delivery
of this Master 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 and each Parent
Collateral Document.
(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
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hereby. Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Guaranty, Security Agreement, Pledge Agreement,
Patent Security Agreement, Trademark Security Agreement, and Copyright Security
Agreement that constitute Parent Collateral Documents to "this Guaranty", "this
Security Agreement", "this Pledge Agreement", "this Patent Security Agreement",
"this Trademark Security Agreement", or "this Copyright Security Agreement", or
"hereunder," "hereof," "herein" or words of like import, shall mean and be a
reference to each such Parent Collateral Document as amended hereby.
(b) The Credit Agreement and each Parent Collateral Document, 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 Master 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 Parent Collateral Document or any
other documents, instruments and agreements executed and/or delivered in
connection therewith.
5. Governing Law. This Master Amendment shall be governed by and
construed in accordance with the laws (including Section 735 ILCS 105/5-1 et
seq. but otherwise without regard to the conflict of law provisions) of the
State of Illinois.
6. Headings. Section headings in this Master Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Master Amendment for any other purpose.
7. Counterparts. This Master Amendment may be executed by one or more
of the parties to the Master Amendment on any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
The remainder of this page is intentionally blank.
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IN WITNESS WHEREOF, this Master Amendment has been duly
executed and delivered on the date first above written.
FLORISTS' TRANSWORLD DELIVERY, IOS BRANDS CORPORATION, formerly
INC. known as FTD Corporation
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Financial Officer Title: Treasurer
BANK ONE, NA, HAVING ITS MICHIGAN NATIONAL BANK
PRINCIPAL OFFICE IN CHICAGO,
ILLINOIS, formerly known as The
First National Bank of Chicago,
individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxx
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By: /s/ Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
------------------- Title: Vice President
Name: Xxxxx X. Xxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Law
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Law
Title: Vice President Title: Vice President
FIRSTAR BANK, N.A., formerly known as HUNTINGTON NATIONAL BANK
Mercantile Bank National Association
By: By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Name: Xxxxxxx X. Xxxxxxx
Title: Title: Corporate Banking Officer
