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Exhibit 4(c)
AMENDMENT NO. 2
Dated as of December 11, 1996
AMENDMENT by and among AMSCAN HOLDINGS, INC., a corporation
organized under the laws of the State of Delaware, AMSCAN INC., a corporation
organized under the laws of the State of New York (for itself and as successor
by merger to Kookaburra USA, Ltd. and Deco Paper Products, Inc.), and TRISAR
INC. (collectively, the "Borrowers" and each, individually, a "Borrower"), each
of the banks parties to The Credit Agreement (as hereinafter defined) (the
"Banks") and THE CHASE MANHATTAN BANK (successor by merger to THE CHASE
MANHATTAN BANK, N.A.), as agent for the Banks (in such capacity, together with
its successors and assigns in such capacity, the "Agent").
PRELIMINARY STATEMENTS:
A. Amscan Inc., Trisar, Inc., the Banks and the Agent have entered
into a Credit Agreement dated as of September 20, 1995, as amended by that
certain Amendment No. 1, dated as of November 14, 1996 (the "Credit Agreement";
the capitalized terms defined therein being used herein as therein defined
unless otherwise defined herein).
B. Amscan Holdings, Inc. was incorporated on October 3, 1996 for the
purpose of becoming the holding company for Amscan Inc., Trisar Inc. and certain
other Affiliates of the Borrowers.
C. Amscan Holdings, Inc. plans to make an initial public offering of
its capital stock substantially in accordance with the terms and conditions of
the Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on November 15, 1996 (the receipt by Amscan Holdings, Inc. of the net
proceeds of said offering hereinafter the "Amscan IPO").
D. The Borrowers, the Banks and the Agent have agreed to amend the
Credit Agreement and certain other Facility Documents as hereinafter set forth.
SECTION 1. Amendments. The Facility Documents are, effective as of
the date of the Amscan IPO and subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, hereby amended as follows:
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(a) The terms "Borrowers" and "Borrower" contained in the
First Preamble of the Credit Agreement are amended by adding Amscan Holdings,
Inc., a Delaware corporation, as a Borrower and by deleting Kookaburra USA, Ltd.
and Deco Paper Products, Inc. as Borrowers.
(b) The definition of the term "Change of Ownership" is
deleted from Section 1.1 of the Credit Agreement.
(c) The definition of the term "Shareholder Payments" is
deleted from Section 1.1 of the Credit Agreement.
(d) The definition of the term "Guarantors" contained in
Section 1.1 of the Credit Agreement is amended and restated in full to read as
follows:
"Guarantors" means each Person who delivers a guaranty of all
or any portion the Borrowers' obligations under this Agreement or any
other Facility Document.
(e) The definition of the term "Restricted Payment Allowance"
contained in Section 1.1 of the Credit Agreement is amended and restated in full
to read as follows:
"Restricted Payment Allowance" means, at any date of
determination thereof, for the Borrowers, on a combined basis in
accordance with GAAP,
If such date of determination is prior to the Amscan IPO:
(a) 50% of net profit for the immediately preceding fiscal
year of the Borrowers, reduced by an amount equal to federal and state
income taxes utilizing the highest marginal tax rates for individuals,
plus (b) provided that the Borrowers have not incurred a loss on a
combined basis in the immediately preceding four fiscal quarters, the
unused amount of the Restricted Payment Allowance for the immediately
preceding fiscal year (calculated without giving effect to carryovers from
fiscal years prior to the immediately prior fiscal year), minus (c)
dividends already paid in such fiscal year by the Borrowers pursuant to
Section 7.6, minus (d) the cost of any stock repurchases already made in
such fiscal year by the Borrowers pursuant to Section 7.6, minus (e)
monies already paid in such fiscal year by the Borrowers for investments
pursuant to subsection (h) of Section 7.5, minus (f) Total Consideration
already paid by the Borrowers in such fiscal year on account of any
Acceptable Acquisition pursuant to Section 7.11.
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If such date of determination is the date of the Amscan IPO or
thereafter:
(a) 50% of net profit (after adjusting for the IPO Payments)
for the immediately preceding fiscal quarter of the Borrowers,
demonstrated to the Bank's satisfaction, plus (b) the unused amount of the
Restricted Payment Allowance for preceding fiscal periods minus (c)
dividends already paid in such fiscal year by the Borrowers pursuant to
Section 7.6, minus (d) the cost of any stock repurchases already made in
such fiscal year by the Borrowers pursuant to Section 7.6, minus (e)
monies already paid in such fiscal year by the Borrowers for investments
pursuant to subsection (h) of Section 7.5, minus (f) Total Consideration
already paid by the Borrowers in such fiscal year on account of any
Acceptable Acquisition pursuant to Section 7.11.
(f) The definition of the term "Pledge Agreements" contained
in Section 1.1 of the Credit Agreement is amended and restated in full to read
as follows:
"Pledge Agreements" means the pledge agreements in the form of
Exhibit E-1 to be delivered by the Borrowers under the terms of this
Agreement.
(g) The definition of the term "EBIT" contained in Section 1.1
of the Credit Agreement is amended and restated in full to read as
follows:
"EBIT" means, for any Person, for any period, (i) operating
earnings before Interest Expense, taxes and extraordinary items for such
Person, plus (ii) administrative fee income received from Amscan
Distributors Canada Ltd., less (iii) such Person's Monthly Accruals,
determined in accordance with GAAP, plus (iv) the IPO Payments, if any.
(h) The definition of the term "EBITDA" contained in Section
1.1 of the Credit Agreement is amended and restated in full to read as
follows:
"EBITDA" means, for any Person, for any period, (i) operating
earnings before Interest Expense, taxes, depreciation, amortization and
extraordinary items for such Person, plus (ii) administrative fee income
received from Amscan Distributors Canada Ltd., less (iii) such Person's
Monthly Accruals, determined in accordance with GAAP, plus (iv) the IPO
Payments, if any.
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(i) The following new definitions are added in proper
alphabetical order to Section 1.1 of the Credit Agreement:
"Amscan IPO" means the receipt by Amscan Holdings, Inc. of the
net proceeds of an initial public offering of the capital stock of Amscan
Holdings, Inc. substantially in accordance with the terms and conditions
of the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on November 15, 1996.
"Change of Control" means (i) any Person or two or more
Persons acting in concert shall have acquired beneficial ownership (within
the meaning of Rule 13d-3 of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended) of greater than twenty
percent (20%) of the outstanding shares of voting stock of Amscan
Holdings, Inc., other than Xxxx Xxxxxxxxxxx or his heirs; or (ii) during
any period of twelve (12) consecutive months following the Amscan IPO,
individuals who at the beginning of such twelve (12) month period were
directors of Amscan Holdings, Inc., together with any new directors whose
election by the Board of Directors of Amscan Holdings, Inc. was approved
by a majority of the directors then still in office and who are either
directors at the beginning of such period or whose election or nomination
for election was previously so approved, cease for any reason to
constitute a majority of the Board of Directors of Amscan Holdings, Inc.
"Excluded Subsidiaries" shall mean Am-Source, Inc., Amscan
Distributors (Canada) Ltd., Amscan Svenska AB, JCS Realty Corp., SSY
Realty Corp., Amscan Holdings Limited, Amscan (Asia Pacific) Pty. Ltd.,
Amscan Partyartikel GmbH and Amscan de Mexico, S.A. de C.V.
"IPO Payments" shall mean, if the Amscan IPO shall have
occurred and to the extent the following expenses have been incurred and
expensed, the following expenses: (a) the $12,640,000 payment to Xxxxxx X.
Xxxxxxxxxx in connection with the Amscan IPO, (b) the payment of
$1,000,000 to E. Xxxxx Xxxxx and L. Xxxxxxx Xxxxxx in connection with the
discharge of contractual obligations, and (c) the contribution to the
Employee Stock Ownership Plan of Amscan Holdings, Inc. in the amount of
$3,000,000.
(j) Subsections 6.8(a) and (b) of the Credit Agreement are
amended and restated in full as follows:
(a) as soon as available and in any event within 120 days
after the end of each fiscal year of the Borrowers, a consolidated balance
sheet of Amscan Holdings, Inc. and the other Borrowers as of the end of
such fiscal year and a consolidated income statement and statements of
cash flows and changes in stockholders' equity of Amscan Holdings, Inc.
and the other Borrowers for such fiscal year, all in reasonable detail and
stating in comparative form the respective
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consolidated figures for the corresponding date and period in the prior
fiscal year and all prepared in accordance with GAAP and as to the
combined statements accompanied by an opinion thereon acceptable to the
Agent and each of the Banks by KPMG Peat Marwick or other independent
accountants of national standing selected by the Borrowers;
(b) as soon as available and in any event, within 45 days
after the end of each of the first three quarters of each fiscal year of
the Borrowers thereafter, a consolidated balance sheet of Amscan Holdings,
Inc. and the other Borrowers as of the end of such quarter and a
consolidated income statement and statements of cash flows and changes in
stockholders' equity, of Amscan Holdings, Inc. and the other Borrowers for
the period commencing at the end of the previous fiscal year and ending
with the end of such quarter, all in reasonable detail and stating in
comparative form the respective consolidated figures for the corresponding
date and period in the previous fiscal year and all prepared in accordance
with GAAP and certified by the President, Treasurer or Chief Financial
Officer of Amscan Holdings, Inc. (subject to year-end adjustments);
(k) The following are added as new Subsections 6.8(k) and (l)
of the Credit Agreement, and the following paragraphs relettered accordingly:
(k) as soon as available after filing the same with the
Securities and Exchange Commission, but in no event later than 45 days
after the end of each of the first three fiscal quarter of the Borrowers,
a true and compete copy of the Form 10-Q of Amscan Holdings, Inc.;
(l) as soon as available after filing the same with the
Securities and Exchange Commission, but in no event later than 100 days
after the end of each fiscal year of the Borrowers, a true and complete
copy of the Form 10-K of Amscan Holdings, Inc.;
(l) Section 6.10 of the Credit Agreement is amended and
restated in full as follows:
Section 6.10. Further Assurances. By January 31, 1997,
negotiate in good faith with the Agent and the Banks to amend this
Agreement and the other Facility Documents as may be reasonably requested
by the Agent or the Banks to address issues arising from (a) the addition
of Amscan Holdings, Inc. as a Borrower, (b) the Amscan IPO, or (c) the
change of the tax status of the Borrowers from S Corporations to C
Corporations.
(m) Section 6.11 of the Credit Agreement is amended and
restated in full as follows:
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Section 6.11. Additional Security. By January 31, 1997,
executed and deliver a security agreement, a pledge agreement and such
other security documents as the Agent and the Banks may reasonably request
to grant and perfect a first priority security interest in the assets of
Amscan Holdings, Inc. (other than the capital stock of the other
Borrowers) to the Agent, for the ratable benefit of the Banks, as security
for the obligations of the Borrowers under this Agreement and the other
Facility Documents.
(n) Subsection 9.1(r) of the Credit Agreement is amended and
restated in full as follows:
(r) There shall have been a Change in Control of Amscan
Holdings, Inc.;
(o) Schedule 5.9 to the Credit Agreement is hereby replaced
with Schedule 5.9 hereto.
(p) Section 7.6 of the Credit Agreement is amended and
restated in full as follows:
Section 7.6 Dividends. Declare or pay any dividends, purchase,
redeem, retire or otherwise acquire for value any of its capital stock now
or hereafter outstanding, or make any distribution of assets to its
stockholders as such whether in cash, assets or in obligations of such
Borrower, or allocate or otherwise set apart any sum for the payment of
any dividend or distribution on, or for the purchase, redemption or
retirement of any shares of its capital stock, or make any other
distribution by reduction of capital or otherwise in respect of any shares
of its capital stock; or permit any of its Subsidiaries to purchase or
otherwise acquire for value any stock of such Borrower or another such
Subsidiary, except that:
(a) such Borrower may declare and deliver dividends and
make distributions payable solely in common stock of such Borrower;
(b) such Borrower may purchase or otherwise acquire
shares of its capital stock by exchange for or out of the proceeds
received from a substantially concurrent issue of new shares of its
capital stock;
(c) such Borrower may pay other dividends not to exceed
the Restricted Payment Allowance, provided that the Borrowers have
provided the Agent, at least seven (7) days prior to declaring such a
dividend, with their calculation (in form and substance satisfactory to
the Agent) showing that the proposed dividend does not exceed the
Restricted Payment Allowance.
(q) Section 8.2 of the Credit Agreement is amended and
restated in full as follows:
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Section 8.2 Capital Expenditures. The Borrowers shall not make
or permit to be made Combined Capital Expenditures during any fiscal year
of the Borrowers to exceed the following amounts in the aggregate:
Fiscal Year Combined Capital
----------- ----------------
Expenditures
------------
1995 $10,000,000
1996 $11,000,000
1997 25% of EBITDA
minus the amount by
which 1996 Combined
Capital Expenditures
exceed $10,000,000,
but not to exceed
$10,000,000
1998 and thereafter 25% of EBITDA, not
to exceed
$10,000,000 annually
SECTION 2. Release. Effective upon the satisfaction of each of the
following conditions: (i) the filing by or on behalf of Amscan Holdings, Inc. of
a request to the Securities and Exchange Commission to accelerate the
effectiveness of the Registration Statement on Form S-1 filed by Amscan
Holdings, Inc. in connection with the Amscan IPO and (ii) the issuance of shares
of Amscan Inc. common stock and the making of a cash payment to Xxxxxx X.
Xxxxxxxxxx as contemplated by the Stock Agreement dated October 9, 1996 among
Xxxxxx X. Xxxxxxxxxx, the Stockholder and Amscan Inc. (the "Release Date"), the
obligations of the Stockholder under the Pledge Agreement delivered by the
Stockholder pursuant to the terms of the Credit Agreement (the "Stockholder
Pledge Agreement") are terminated and the Pledged Shares (as such term is
defined in the Stockholder Pledge Agreement) are released from any Lien in favor
of the Agent and the Banks. The foregoing release (the "Release") is subject to
the following limitations, terms and conditions:
(a) The Release is granted without prejudice to any right the
Agent or any Bank may have, on any future date, to declare the Borrowers to be
out of compliance with any term or provision of the Credit Agreement, other than
for the sale of the Collateral subject to the Stockholder Pledge Agreement.
(b) The Release shall have no effect on any other portions of
the Credit Agreement, all of which shall remain in full force and effect,
including all of the Agent's and the Banks' right and remedies thereunder, all
of which are expressly reserved.
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(c) The Agent's and the Banks' granting of the Release shall
not be deemed to limit or hinder any rights of the Agent or any Bank under the
Credit Agreement, nor shall it be deemed to create or infer a course of dealing
between the Agent or any Bank and the Borrowers with regard to any provision of
the Credit Agreement.
SECTION 3. Consent. Effective on the Release Date, the Agent and the
Banks hereby consent to the exchange of the shares of the capital stock of the
Borrowers by the Stockholder for capital stock of Amscan Holdings, Inc. (the
"Exchange") (the "Exchange Consent"). Effective as of the date of the Amscan IPO
and subject to the satisfaction of the conditions precedent set forth in Section
4 hereof, the Agent and the Banks hereby consent to the offering of up to
6,152,500 shares of common stock in the Amscan IPO (the "Offering") (the
"Offering Consent" and, together with the Exchange Consent, collectively, the
"Consent"). The Consent is subject to the following limitations, terms and
conditions:
(a) The Consent is granted without prejudice to any right the
Agent or any Bank may have, on any future date, to declare the Borrowers to be
out of compliance with any term or provision of the Credit Agreement, for a
reason other than the Exchange and the Offering as referenced above.
(b) The Consent shall have no effect on any other portions of
the Credit Agreement, all of which shall remain in full force and effect,
including all of the Agent's and the Banks' rights and remedies thereunder, all
of which are expressly reserved.
(c) The Agent's and the Banks' granting of the Consent shall
not be deemed to limit or hinder any rights of the Agent or any Bank under the
Credit Agreement, nor shall it be deemed to create or infer a course of dealing
between the Agent or any Bank and the Borrowers with regard to any provision of
the Credit Agreement.
SECTION 4. Conditions of Effectiveness. This Amendment shall become
effective when, and only when, the Agent shall have received counterparts of
this Amendment duly executed by the Borrowers, the Banks and the Agent, and
Section 1 and the Offering Consent hereof shall become effective when, and only
when, the Agent shall have additionally (i) received all of the following
documents, each document (unless otherwise indicated) being dated the date of
receipt thereof by the Agent (which date shall be the same for all such
documents), in form and substance satisfactory to the Agent and its legal
counsel and (ii) have received evidence satisfactory to it of the occurrence of
the following non-documentary conditions:
(a) Certified copies of (i) the resolutions of the Board of
Directors of each Borrower approving this Amendment and the matters contemplated
hereby, (ii) the Certificate of Incorporation and Bylaws of each Borrower, (iii)
all documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Amendment and the matters contemplated
hereby, (iv) the Stock Agreement dated October 9, 1996 among Xxxxxx X.
Xxxxxxxxxx, the Stockholder and
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Amscan Inc., and (v) the amended form of registration statement for the Amscan
IPO filed with the SEC on December 12, 1996.
(b) A certificate of the Secretary or an Assistant Secretary
of each Borrower certifying the names and true signatures of the officers of
such Borrower authorized to sign this Amendment and the other documents to be
delivered hereunder.
(c) A favorable opinion of Xxxxxxx & Xxxxxxxxx, counsel for
the Borrowers, to the effect that this Amendment has been duly authorized,
executed and delivered by each of the Borrowers and constitutes the legal, valid
and binding obligation of each Borrower, enforceable against each Borrower in
accordance with its terms, and confirming the opinion of McCarthy, Fingar,
Xxxxxxx, Xxxxxx & Xxxxx, legal counsel to the Borrowers, furnished as of
September 20, 1995 pursuant to Section 4.1(i) of the Credit Agreement, with
references therein to the Credit Agreement to mean the Credit Agreement as
amended by this Amendment.
(d) A schedule of all of the subordinated debt of the
Borrowers, calculated on a pro forma basis to take into account the Amscan IPO
and the transactions anticipated to be carried out in connection therewith;
(e) A schedule of the Subsidiaries and affiliates of each of
the Borrowers;
(f) The payment of a $10,000 amendment fee to the Agent;
(h) The Amscan IPO shall have occurred on or before January
31, 1997.
(h) An Amended and Restated Promissory Note in favor of each
of the Banks, duly executed and delivered to each such Bank.
(i) A certificate dated as of the date of the Amscan IPO
signed by a duly authorized officer of each Borrower stating that:
(i) The representations and warranties contained in Section 5
hereof and in the Credit Agreement and each other Facility Document
are true and correct on and as of the date of such certificate as
though made on and as of such date, and
(ii) No event has occurred and is continuing which constitutes
a Default or an Event of Default.
SECTION 5 Representations and Warranties of the Borrowers. Each
Borrower represents and warrants as follows:
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(a) Such Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction indicated at
the beginning of this Amendment.
(b) The execution, delivery and performance by such Borrower
of this Amendment and the Facility Documents, as amended hereby, to which it is
or is to be a party are within such Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (i) such
Borrower's charter or by-laws, (ii) law or any contractual restriction binding
on or affecting such Borrower, or result in, or require, the creation or
imposition of any mortgage, deed of trust, pledge, lien, security interest or
other charge, encumbrance or preferential arrangement of any nature upon or with
respect to any of the properties now owned or hereafter acquired by such
Borrower.
(c) No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by such Borrower of
this Amendment or any of the Facility Documents, as amended hereby, to which it
is or is to be a party.
(d) This Amendment and each of the other Facility Documents as
amended hereby, to which such Borrower is a party constitute legal, valid and
binding obligations of such Borrower enforceable against such Borrower in
accordance with their respective terms.
(e) The Security Agreement constitutes valid and perfected
first priority security interests and liens in and to the Collateral covered
thereby enforceable against all third parties in all jurisdictions and secure
the payment of all obligations of such Borrower under the Facility Documents
(including, without limitation, L/C Credits), as amended hereby, and the
execution, delivery and performance of this Amendment do not adversely affect
the aforesaid security interests and liens of such Security Agreement.
(f) There is no pending or threatened action or proceeding
affecting such Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator, which may materially adversely affect the
financial condition or operations of such Borrower or any Subsidiary. There is
no pending or threatened action or proceeding affecting such Borrower or any of
its Subsidiaries before any court, governmental agency or arbitrator which
purports to affect the legality, validity or enforceability of this Amendment or
any of the other Facility Documents, as amended hereby.
(g) The pro forma balance sheet and income statement, dated as
of September 30, 1996, calculated to take into effect the Amscan IPO and the
transactions contemplated in connection therewith, are true and correct. Copies
of the pro forma balance sheet and income statement have been provided to the
Banks.
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(h) Xxxx Xxxxxxxxxxx, following the Amscan IPO, will remain
the legal and beneficial owner of a majority of the voting capital stock of
Amscan Holdings, Inc., which will remain the legal and beneficial owner of a
majority of the voting capital stock of Amscan Inc. and Trisar, Inc.
(i) There has been no material adverse change in the business,
management, operations, properties, prospects or condition (financial or
otherwise) of the Stockholder of the Borrowers or their respective subsidiaries
since the end of the last fiscal period reflected in the latest financial
statements provided to the Banks.
SECTION 6. Reference to and Effect on the Facility Documents.
(a) Upon the effectiveness of Sections 1, 2 and 3 hereof, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import, and each reference in any Facility Documents
to the Credit Agreement or any other Facility Document, shall mean and be a
reference to the Credit Agreement or such other Facility Document as amended
hereby.
(b) Except as specifically amended above, the Credit
Agreement, the Notes and the other Facility Documents, shall remain in full
force and effect and are hereby ratified and confirmed. Without limiting the
generality of the foregoing, the Security Agreement and all of the Collateral
described therein do and shall continue to secure the payment of all
obligations, indebtedness and liabilities of the Borrowers to the Bank under the
Credit Agreement and the other Facility Documents (including, without
limitation, L/C Credits), as amended hereby.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agent or the Banks under any of the Facility
Documents, nor constitute a waiver of any provision of any of the Facility
Documents.
SECTION 7. Pledge of Shares. Amscan Holdings, Inc. hereby covenants
and agrees that, in the event that (a) the Exchange has taken place and (b) the
Amscan IPO has not occurred on or prior to January 31, 1997, it shall pledge all
of the capital stock of Amscan Inc. and Trisar, Inc. to secure the obligations
of the Borrowers under the Credit Agreement and the other Facility Documents
substantially on the terms and conditions of the Stockholder Pledge Agreement.
SECTION 8. Costs, Expenses and Taxes. The Borrowers jointly and
severally agree to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Agent and the Banks with respect thereto and with respect to advising
the Agent and the Banks as to its rights and responsibilities hereunder and
thereunder. The Borrowers further jointly and severally agree to pay on
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demand all costs and expenses, if any (including, without limitation, reasonable
counsel fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Amendment and the other
instruments and documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 8. In addition, the Borrowers shall pay
any and all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, and agrees to save the
Agent and the Banks harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes.
SECTION 9. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
Borrowers:
AMSCAN HOLDINGS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
AMSCAN INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
TRISAR INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
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Agent:
THE CHASE MANHATTAN BANK
(successor by merger to The Chase Manhattan
Bank, N.A.)
By: /s/ XXXXX X. XXXXXXXXX
----------------------------------------
Xxxxx X. Xxxxxxxxx
Vice President
Banks:
THE CHASE MANHATTAN BANK
(successor by merger to The Chase Manhattan
Bank, N.A.)
By: /s/ XXXXX X. XXXXXXXXX
----------------------------------------
Xxxxx X. Xxxxxxxxx
Vice President
FIRST UNION NATIONAL BANK
(as successor to First Fidelity Bank, N.A.)
By: /s/ XXXXXXX XXXXXXX
----------------------------------------
Xxxxxxx Xxxxxxx
Senior Vice President
FLEET BANK, N.A.
(for itself and as successor to
NatWest Bank, N.A.)
By: /s/ XXXX XXXXX
----------------------------------------
Xxxx Xxxxx
Vice President
