EXHIBIT 10.4
FIRST AMENDMENT TO TAX SHARING
AGREEMENT
This First Amendment (the
“Amendment”) is being entered into as of the
day of June, 1999 and is entered into by and among FTD Corporation,
a Delaware corporation (“Parent”), Florists’
Transworld Delivery, Inc., a Michigan corporation
(“Subsidiary No. 1”), and ftd.com inc., a Delaware
corporation (“Subsidiary No. 2”).
RECITALS
1. Parent and Subsidiary No. 1 are parties to a
Tax Sharing Agreement, dated as of December 19, 1994 (the
“Agreement”).
2. Subsidiary No. 1 has, as of the date hereof,
formed Subsidiary No. 2 as a wholly owned subsidiary of Subsidiary
No. 1, and pursuant to a Formation Agreement, dated as of the date
hereof, between Subsidiary No. 1 and Subsidiary No. 2 transferred
certain of Subsidiary No. 1’s assets to Subsidiary No. 2 in
exchange for an equity interest in Subsidiary No. 2.
3. The parties wish to amend the Agreement to
make Subsidiary No. 2 a member of the Group (as such term is
defined in the Agreement), with the intent that it have the same
rights, privileges, obligations and responsibilities as Subsidiary
No. 1 and the other members of
