EX-99.1 2 exhibit.txt 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