THIRD SUPPLEMENTAL
INDENTURE
THIS THIRD
SUPPLEMENTAL INDENTURE (this “ Third Supplemental
Indenture ”), dated as of August 11, 2008, entered into
by and among FTD, Inc., a Delaware corporation (the “
Company ”), FTD Group, Inc., a Delaware corporation
and the parent corporation of the Company ( “ Parent
”), the other Guarantors listed on the signature page
attached hereto, each a subsidiary of the Company (each a "
Guaranteeing Subsidiary ”), and U.S. Bank National
Association, as trustee under the Indenture referred to below (the
“ Trustee ”). Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to them in
the Indenture.
WHEREAS,
the Company has heretofore executed and delivered to the Trustee an
indenture, dated as of February 6, 2004, among the Company,
the Guaranteeing Subsidiaries party thereto and the Trustee, as
supplemented by a supplemental indenture, dated as of
February 24, 2004, among the Company, the Guaranteeing
Subsidiaries party thereto and the Trustee, as further supplemented
by a second supplemental indenture, dated as of February 14,
2005, among the Company, the Guaranteeing Subsidiaries party
thereto, Parent and the Trustee (collectively, and as amended or
supplemented from time to time, the “ Indenture
”), providing for the issuance of (and pursuant to which the
Company has issued) $175,000,000 aggregate principal amount of the
Company’s 7.75% Senior Subordinated Notes due 2014 (the
“ Notes ”);
WHEREAS ,
Parent has entered into an Agreement and Plan of Merger, dated as
of April 30, 2008, as amended by the First Amendment thereto,
dated as of July 16, 2008 (as so amended, and as it may be
further amended from time to time, the “ Merger
Agreement ”), with United Online, Inc., a Delaware
corporation (“ UOL ”), and UNOLA Corp., a
Delaware corporation and an indirect wholly owned subsidiary of UOL
(“ Acquisition Corp. ”), pursuant to which on
the terms and conditions set forth therein, UOL agreed to acquire
Parent through a merger of Parent with Acquisition Corp., with
Parent surviving as a wholly owned subsidiary of UOL;
WHEREAS ,
the Company has offered to purchase for cash any and all
outstanding Notes (the " Tender Offer ”) pursuant to
an Offer to Purchase and Consent Solicitation Statement dated
July 28, 2008 (the “ Statement
”);
WHEREAS ,
pursuant to the Tender Offer, the Company also has requested that
Holders of the Notes deliver their consents (the “
Consents ”) with respect to certain amendments and
waivers to the Indenture;
WHEREAS ,
pursuant to Section 9.2 of the Indenture, the Company, the
Guaranteeing Subsidiaries and the Trustee may amend or supplement
the Indenture, the Notes and any Guarantee, with the consent of the
Holders of a majority in aggregate principal amount of then
outstanding Notes not owned by the Company, or by any person
directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company (the “
Outstanding Notes ”), and, subject to
Sections 6.4 and 6.7 of the Indenture, any existing Default or
Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the
Notes, except a Payment Default resulting from an acceleration that
has been rescinded) or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then
Outstanding Notes;
WHEREAS ,
the Holders of a majority of the Outstanding Notes have duly
consented to the proposed modifications and waivers set forth in
this Third Supplemental Indenture in accordance with
Section 9.2 of the Indenture;
WHEREAS ,
the Company has heretofore delivered or is delivering
contemporaneously herewith to the Trustee (i) a copy of
resolutions of the Board of Directors of the Company authorizing
the execution of this Third Supplemental Indenture,
(ii) evidence of the written consent of the Holders set forth
in the immediately preceding paragraph and (iii) the
Officers’ Certificate and the Opinion of Counsel described in
Section 12.4 of the Indenture;
WHEREAS ,
all conditions necessary to authorize the execution and delivery of
this Third Supplemental Indenture have been complied with or have
been done or performed; and
1
WHEREAS ,
this Third Supplemental Indenture is effective as of the date upon
which the conditions set forth in Section 3.01 hereof (subject
to the proviso set forth therein) are satisfied, and the amendments
and waivers effected by this Third Supplemental Indenture will
become operative with respect to the Notes at the Consent
Acceptance
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