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EXHIBIT 4.10
SECOND AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this
"Amendment") is made and entered into as of April 1, 2001, by and among Party
City Corporation, a Delaware corporation (the "Company"), and each of the other
parties whose names appear on the signature pages hereto (such other parties,
the "Purchasers"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Purchase Agreement (as defined).
RECITAL
WHEREAS, on August 16, 1999, the Company entered into a Securities
Purchase Agreement with Xxxxxxxxxx & Co., LLC, TCO/Party City, LLC, Xxxxxxx,
Sachs & Co., Xxxxxxx Xxxxx Credit Partners, L.P., Enhanced Retail Funding, LLC
and Richmond Associates, L.P., as amended pursuant to the First Amendment to
Securities Purchase Agreement dated as of January 14, 2000 (as amended, the
"Purchase Agreement");
WHEREAS, a Supermajority in Interest of the holders of the Notes is
required to effect an amendment to the Purchase Agreement, and the Purchasers
constitute a Supermajority in Interest; and
WHEREAS, the Company and the Purchasers now desire to amend the Purchase
Agreement in the manner set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Purchasers amend the Purchase
Agreement as follows:
1. AMENDMENT TO SECTION 9.21. Section 9.21 of the Purchase
Agreement is hereby amended by deleting it in its entirety and inserting the
following in lieu thereof:
"9.21 [RESERVED]"
2. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, and signature pages may be delivered by facsimile, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument, and shall become effective upon its execution by the
Company and a Supermajority in Interest of the Notes.
3. FULL FORCE AND EFFECT. Except as expressly modified by this
Amendment, all of the terms, covenants, agreements, conditions and other
provisions of the Purchase Agreement shall remain in full force and effect in
accordance with their respective terms.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
PARTY CITY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: CFO
PURCHASERS:
SPECIAL VALUE BOND FUND, LLC
By: SVIM/MSM, LLC,
its Managing Member
By: XXXXXXXXXX & CO., LLC,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Managing Member
SPECIAL VALUE BOND FUND II, LLC
By: SVIM/MSMII, LLC,
its Managing Member
By: XXXXXXXXXX & CO., LLC,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Managing Member
X-0
0
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX CREDIT PARTNERS, L.P.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
ENHANCED RETAIL FUNDING, LLC
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
XXXXX STREET INVESTMENT, LLC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Member
RICHMOND ASSOCIATES, L.P.
By: MHM MANAGEMENT, INC.,
its General Partner
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vive President
