0000950123-05-001498 Sample Contracts

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • February 10th, 2005 • Party City Corp • Retail-miscellaneous shopping goods stores • New York

THIS FIRST AMENDMENT AGREEMENT (this “Amendment”) is entered into as of February 10, 2005 by and among, on the one hand, the financial institutions from time to time party to the Loan Agreement referred to below as Lenders (the “Lenders”), Wells Fargo Retail Finance, LLC, as the arranger, collateral and administrative agent for the Lender Group and any other holder of Obligations (in such capacity, “Agent”), and, on the other hand, Party City Corporation, a Delaware corporation (the “Borrower”).

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EMPLOYEE STOCK OPTION AGREEMENT UNDER THE PARTY CITY CORPORATION 1999 STOCK INCENTIVE PLAN
Stock Option Agreement • February 10th, 2005 • Party City Corp • Retail-miscellaneous shopping goods stores • Delaware

THIS AGREEMENT, made as of the ___day of ______, by and between Party City Corporation, a Delaware corporation (the “Company”), and ______(the “Optionee”).

FIRST MODIFICATION OF AGREEMENT OF LEASE
First Modification of Agreement of Lease • February 10th, 2005 • Party City Corp • Retail-miscellaneous shopping goods stores

This First Modification of Agreement of Lease (this “Agreement”) made this 26th day of January, 2005, by and between NORTH JERSEY GREEN 501 LLC, a New Jersey limited liability company, having an address c/o North Jersey Development Group, Inc., 101 Roundhill Drive, Rockaway, New Jersey 07866 (the “Landlord”) and PARTY CITY CORPORATION, having an address at 400 Commons Way, Rockaway, New Jersey 07866 (the “Tenant”).

DIRECTOR STOCK OPTION AGREEMENT UNDER THE PARTY CITY CORPORATION 1999 STOCK INCENTIVE PLAN
Director Stock Option Agreement • February 10th, 2005 • Party City Corp • Retail-miscellaneous shopping goods stores • Delaware

THIS AGREEMENT, made as of the ___of ______, by and between Party City Corporation, a Delaware corporation (the “Company”), and ______(the “Optionee”).

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