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EXHIBIT 10.9
FIRST AMENDMENT TO
INVESTOR RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT (this "Amendment")
is made and entered into as of October 11, 2000, by and among Party City
Corporation, a Delaware corporation (the "Company"), Xxxx Xxxxxxxxx, and each of
the other parties whose names appear on the signature pages hereto (such other
parties, the "Investors").
RECITAL
On August 16, 1999, the Company entered into an Investor Rights
Agreement (the "IR Agreement") with Xxxxxxxxxx & Co., LLC, TCO/Party City, LLC,
Xxxxxxx, Xxxxx & Co., Xxxxxxx Sachs Credit Partners, L.P., Enhanced Retail
Funding, LLC, Richmond Associates, L.P. and Xxxx Xxxxxxxxx. The parties hereto
now desire to amend the IR Agreement in the manner set forth below. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the IR Agreement.
1. AMENDMENT TO SECTION 5.1(a). Section 5.1(a) of the IR Agreement
is hereby amended by inserting immediately after the phrase "of any securities
of the Company" in clause (i) thereof, the following: "(provided that this
clause (i) shall not be construed as limiting the right of any Investor to
transfer any Notes (as such term is defined in the Purchase Agreement, and such
term to include any new series of Notes issued by the Company to one or more
Investors subsequent to August 16, 1999) to any other Investor, and provided
further, that from and after August 16, 1999, the Investors may purchase up to
an aggregate of 1,500,000 additional shares of Common Stock)."
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, a Supermajority in Interest of the Investors and a Supermajority in
Interest of the Warrantholders.
3. FULL FORCE AND EFFECT. Except as expressly modified by this
Amendment, all of the terms, covenants, agreements, conditions and other
provisions of the IR Agreement shall remain in full force and effect in
accordance with their respective terms.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties 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
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
INVESTORS:
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
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SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
By: XXXXXXXXXX & CO., LLC,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Managing Member
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
XXXXXXX SACHS CREDIT PARTNERS, L.P.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
ENHANCED RETAIL FUNDING, LLC
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: CFO and Assistant Vice President
XXXXX STREET INVESTMENT, LLC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Member
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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: Vice President
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