EXHIBIT 2.3
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
BY AND AMONG IPARTY RETAIL STORES CORP., AS
PURCHASER, AND THE BIG PARTY CORPORATION, AS SELLER
Amendment No. 2, dated as of the __ day of August, 2000, by and
between The Big Party Corporation, debtor and debtor in possession, as seller
("Seller"), and iParty Retail Stores Corp. (fka as iParty Retail Store Corp.),
as purchaser ("Purchaser"), to the Asset Purchase Agreement, dated August 2,
2000, as amended (the "Agreement").
Subject in all respects to the terms and provisions set forth herein, the
Agreement is hereby modified and amended as follows:
1. Definitions. The definition of Permitted Designee is hereby deleted in
its entirety.
2. Section 2.1(f). The reference to "Section 2.3(j) under Section 2.1(f)
is hereby changed to "Section 2.3(i)."
3. Section 6.2(g). Section 6.2(g) of the Agreement shall be amended to
redact the following words: "Immediately following Closing, Seller shall change
its corporate name to a name that does not include the words "Big Party," and
shall discontinue use of the name "Big Party" in connection with all of its
ongoing operations and activities." and substitute in its place the following:
"Promptly following Closing, Seller shall
change its corporate name to a name that
does not include the words "Big Party,"
and shall discontinue use of the name "Big
Party" in connection with all of its
ongoing operations and activities;
provided, however, notwithstanding
anything in this Section 6.2(g) to the
contrary, Seller (and/or its agent, Hilco
Trading Co., Inc. and The Ozer Group, LLC
("Agent")) may continue to use the name
"Big Party" solely in connection with
those certain store closing sales being
conducted by Seller and Agent in certain
of Seller's retail store locations not
being acquired by Purchaser hereunder,
which sales are being conducted in
accordance with the terms of that certain
Agency Agreement, dated as of August 8,
2000, by and between Seller, as merchant,
and Agent, as agent."
4 Section 11.9. Subsection 11.9(i) is hereby deleted in its entirety.
Subsection "(ii)" under Section 11.9 is hereby changed to "(i)."
Except as expressly modified hereby, all other provisions, terms and
conditions of the Agreement remain in full force and effect.
This Amendment is entered into as of the date first written above by
the parties' signatory below.
iPARTY RETAIL STORES CORP.,
As Purchaser
By: /s/ Xxx Xxxxxxxx
------------------------
Name: Xxx Xxxxxxxx
Its: Chief Executive Officer
THE BIG PARTY CORPORATION,
Debtor and Debtor in Possession,
As Seller
By: /s/ Xxxxxx Xxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxx
Its: Chief Executive Officer
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