August 13, 2002
Exhibit 10.8
August 13, 2002
Florists’ Transworld
Delivery, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
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Attention: |
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Xxxxxx Xxxxx |
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Chief Financial Officer, Treasurer |
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Re: |
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Ladies and Gentlemen:
We refer to that certain Credit Agreement (as amended, the “Credit Agreement”) dated as of September 27, 2001 among you (the “Borrower”), IOS Brands Corporation (the “Parent”), certain Subsidiaries, the Lenders and Xxxxxx Trust and Savings Bank, as administrative agent (the “Agent”). All capitalized terms used herein without definition shall have the same meanings as such terms have in the Credit Agreement. We specifically refer to Section 8.22 of the Credit Agreement, the Total Funded Debt/EBITDA Ratio. Notwithstanding anything contained in the Credit Agreement to the contrary, by our execution below, we hereby specifically waive any violation of Section 8.22, and any Default or Event of Default which would otherwise be caused thereby, for the fiscal quarter of the Parent ended on June 30, 2002, provided that it is a condition to the effectiveness of this waiver that (i) the actual Total Funded Debt/EBITDA Ratio for the fiscal quarter of the Parent ended June 30, 2002 shall not have been greater than 3.80 to 1.0, and (ii) the actual amount of Total Funded Debt of the Parent and the Subsidiaries as of the date of the execution hereof by the Borrower shall have been reduced to an amount not greater than $35,750,000.
Except as expressly waived herein, the Credit Agreement shall continue to be in full force and effect in accordance with its original terms and conditions.
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Very truly yours, |
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Xxxxxx
Trust and Savings Bank, in its individual |
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By |
/s/ XXXXX X. LAW |
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Name |
Xxxxx X. Law |
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Title |
Vice President |
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U.S. Bank National Association |
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By |
/s/ R. XXXXXXX XXXXXX |
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Name |
R. Xxxxxxx Xxxxxx |
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Title |
Vice President |
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KeyBank National Association |
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By |
/s/ XXXXXX X. XXXXXXX |
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Name |
Xxxxxx X. Xxxxxxx |
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Title |
Senior Vice President |
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Standard Federal Bank,
N.A., f/k/a Michigan |
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By |
/s/ XXXXXXX XXXXXX |
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Name |
Xxxxxxx Xxxxxx |
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Title |
First Vice President |
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2
Agreed to and accepted as of the
date first above written:
Borrower
Florists’ Transworld Delivery, Inc.
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By |
/s/ XXXXXX XXXXX |
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Name |
Xxxxxx Xxxxx |
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Title |
CFO & Treasurer |
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Guarantors
IOS Brands Corporation
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By |
/s/ XXXXXX XXXXX |
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Name |
Xxxxxx Xxxxx |
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Title |
CFO & Treasurer |
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Value Network Service, Inc.
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By |
/s/ XXXXXX XXXXXX |
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Name |
Xxxxxx Xxxxxx |
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Title |
CEO & President |
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FTD Holdings, Incorporated
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By |
/s/ XXXXXX XXXXXX |
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Name |
Xxxxxx Xxxxxx |
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Title |
CEO & President |
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3
FTD International Corporation
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By |
/s/ XXXXXX XXXXXX |
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Name |
Xxxxxx Xxxxxx |
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Title |
CEO & President |
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4
