SECOND AMENDMENT
SECOND AMENDMENT, dated as of May21, 2009 (the "Second Amendment"), to the
Credit Agreement referred to below, among 1-800-FLOWERS.COM, INC., the
SUBSIDIARY BORROWERS party hereto, the SUBSIDIARY GUARANTORS party hereto, the
LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
The Borrower, the Subsidiary Borrowers, the Subsidiary Guarantors, certain
of the Lenders party hereto and the Administrative Agent are parties to an
Amended and Restated Credit Agreement dated as of August 28, 2008 (as amended,
the "Credit Agreement"). The parties hereto wish to amend the Credit Agreement
in certain respects, and accordingly, hereby agree as follows:
Section 1. Definitions. Capitalized terms used in this Second
Amendment and not otherwise defined are used herein as defined in the Credit
Agreement as amended hereby. As used in this Second Amendment, "Second Amendment
Effective Date" shall mean March 29, 2009.
Section 2. Amendments. Effective as provided in Section 3 hereof, the
Credit Agreement shall be amended as follows:
2.01. Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definition, in proper alphabetical order, as follows:
"IBM Capital Lease" means that certain Project Financing Agreement, dated
as of March 11, 2009 between IBM Credit LLC and the Company.
2.02. The definition "Capital Expenditures" shall be amended in its
entirety as follows:
"Capital Expenditures" means, for any period, expenditures (including the
aggregate amount of Capital Lease Obligations (other than (i) up to $5,000,000
in Capital Lease Obligations under the IBM Capital Lease and (ii) up to
$5,000,000 in Capital Lease Obligations under the BofA Capital Lease) incurred
during such period) made by the Company or any of its Subsidiaries to acquire or
construct fixed assets, plant and equipment (including renewals, improvements
and replacements, but excluding repairs) during such period computed in
accordance with GAAP."
Section 3. Conditions Precedent to Effectiveness. The amendments set
forth herein shall become effective as of the Second Amendment Effective Date
upon receipt by the Administrative Agent of one or more counterparts of this
Second Amendment, executed and delivered by the Loan Parties and the Required
Lenders.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Second
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement and any of the parties
hereto may execute this Second Amendment by signing any such counterpart.
This Second Amendment shall be governed by, and construed in accordance with,
the law of the State of New York.
[remainder of page intentionally left blank]
[Signature Page to Second Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and delivered as of the day and year first above written.
1-800-FLOWERS.COM, Inc.
By: /s/William E. Shea
William E. Shea
Chief Financial Officer
SUBSIDIARY GUARANTORS:
CONROY'S, INC.
THE WINETASTING NETWORK
1-800-FLOWERS RETAIL INC.
1-800-FLOWERS SEASONAL TEAM, INC.
1-800-FLOWERS TEAM SERVICES, INC.
1-800-FLOWERS.COM FRANCHISE CO., INC.
BLOOMNET, INC.
THE CHILDREN'S GROUP, INC.
THE POPCORN FACTORY, INC.
AMALGAMATED CONSOLIDATED ENTERPRISES, INC.
800-FLOWERS, INC.
BLOOMNET TECHNOLOGIES, INC.
CHERYL & CO.
THE PLOW & HEARTH, INC.
FANNIE MAY CONFECTIONS BRANDS, INC.
FANNIE MAY CONFECTIONS, INC.
HARRY LONDON CANDIES, INC.
FMCB ACQUISITION CO., INC.
DESIGNPAC CO, INC.
FRESH GIFT CARDS, INC.
1-800-FLOWERS SERVICE SUPPORT CENTER, INC.
NAPCO MARKETING CORP.
For each of the foregoing entities:
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
DESIGNPAC GIFTS, LLC
By: DESIGNPAC CO., INC., its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
GUARDED REALTY HOLDINGS, LLC
By: 1-800-FLOWERS SERVICE
SUPPORT CENTER, INC., its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
THE PLOW & HEARTH I, LLC
By: THE PLOW & HEARTH, INC., its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President
CONNECT 7 PRODUCTIONS, LLC
By: 800-FLOWERS, INC., its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
WTN SERVICES, LLC
By: THE WINETASTING NETWORK, its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
SUBSIDIARY BORROWERS:
THE WINETASTING NETWORK
BLOOMNET, INC.
THE CHILDREN'S GROUP, INC.
THE POPCORN FACTORY, INC.
800-FLOWERS, INC.
BLOOMNET TECHNOLOGIES, INC.
CHERYL & CO.
THE PLOW & HEARTH, INC.
FANNIE MAY CONFECTIONS BRANDS, INC.
FANNIE MAY CONFECTIONS, INC.
HARRY LONDON CANDIES, INC.
NAPCO MARKETING CORP.
For each of the foregoing entities:
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
DESIGNPAC GIFTS, LLC
By: DESIGNPAC CO., INC., its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
WTN SERVICES, LLC
By: THE WINETASTING NETWORK, its sole member
By: /s/William E. Shea
---------------------------------------
William E. Shea
Vice-President and Treasurer
JPMORGAN CHASE BANK, N.A.
as Administrative Agent and as a Lender, and as
Swing Line Lender, and as Issuing Lender
By: /s/ Alicia T. Schreibstein
---------------------------------------
Alicia T. Schreibstein
Vice-President
TD BANK, N.A., as a Lender,
By: /s/ John Topolovee
---------------------------------------
John Topolovee
Vice-President
HSBC BANK USA, National Association,
as a Lender
By: /s/ Brian S. Dossie
---------------------------------------
Brian S. Dossie
Vice-President
Wachovia BANK N.A., as a Lender
By: /s/ Robert J. Milas
---------------------------------------
Robert J. Milas
Vice-President
Capital One, N.A., as a Lender
By: /s/ Jed Pomerantz
---------------------------------------
Jed Pomerantz
Vice-President
Bank of America, N.A., as a Lender
By: /s/ Steven J. Melicharck
---------------------------------------
Steven J. Melicharck
Senior Vice-President