NECTAR MERGER CORPORATION $175,000,000 7.75% Senior Subordinated Notes due 2014 JOINDER TO THE REGISTRATION RIGHTS AGREEMENT

EXHIBIT 4.6

 

NECTAR MERGER CORPORATION

$175,000,000 7.75% Senior Subordinated Notes due 2014

 

JOINDER TO THE REGISTRATION RIGHTS AGREEMENT

 

February 24, 2004

 

Credit Suisse First Boston LLC

UBS Securities LLC

▇▇▇▇▇ Fargo Securities, LLC

c/o Credit Suisse First Boston LLC

       ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

       New York, New York 10010-3629

 

Ladies and Gentlemen:

 

Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated February 6, 2004, among Nectar Merger Corporation, a Delaware corporation (the “Issuer”), on the one hand, and Credit Suisse First Boston LLC, UBS Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC (the “Initial Purchasers”), on the other hand. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement. This is the agreement referred to in Section 9(j) of the Registration Rights Agreement.

 

The Issuer and each of the Guarantors listed on Schedule I hereto agree that this letter agreement is being executed and delivered in connection with the issue and sale of the Notes pursuant to the Purchase Agreement and to induce the Initial Purchasers to purchase the Notes thereunder and is being executed concurrently with the consummation of the Merger.

 

1. Joinder. Each of the parties hereto hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein.

 

2. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law.

 

3. Counterparts. This letter agreement may be executed in one or more counterparts (which may include counterparts delivered by telecopier) and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

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4. Headings. The headings herein are inserted for the convenience of reference only and are not intended to be part of, of to affect the meaning or interpretation of, this letter agreement.

 

[signature page follows]

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If the foregoing is in accordance with your understanding of this letter agreement, kindly sign and return to us a counterpart thereof, whereupon this instrument will become a binding agreement between the Issuer, the Guarantors and the Initial Purchaser in accordance with its terms

 

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Accepted February 24, 2004

 

CREDIT SUISSE FIRST BOSTON LLC
UBS SECURITIES, LLC
▇▇▇▇▇ FARGO SECURITIES, LLC
By:		CREDIT SUISSE FIRST BOSTON LLC
		By:
				Name: ▇▇▇ ▇▇▇▇▇▇▇▇
				Title: Managing Director
NECTAR MERGER CORPORATION
By:
		Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Vice President

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Schedule I

 

Guarantors

 

Florists’ Transworld Delivery, Inc.

 

▇▇▇.▇▇▇ Inc.

 

Flowers USA, Inc.

 

FTD Holdings, Incorporated

 

Renaissance Greeting Cards, Inc.

 

Value Network Services, Inc.

 

FTD International Corporation