Second Amendment to Investor Rights Agreement among Party City Corporation and Investors

Contract Categories: Business Finance › Investor Rights Agreements
Summary

Party City Corporation, Jack Futterman, and several investor entities have agreed to amend their existing Investor Rights Agreement, originally dated August 16, 1999. This amendment updates Annex I, which details the investors, their holdings of common stock, warrants, and promissory notes. All other terms of the original agreement remain unchanged. The amendment becomes effective once signed by the company and a supermajority of investors and warrantholders.

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EX-10.10 4 y49309ex10-10.txt SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT 1 EXHIBIT 10.10 SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT (this "Amendment") is made and entered into as of November 20, 2000, by and among Party City Corporation, a Delaware corporation (the "Company"), Jack Futterman, 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"), as amended pursuant to the First Amendment to Investor Rights Agreement, dated as of October 11, 2000, with Tennenbaum & Co., LLC, TCO/Party City, LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners, L.P., Enhanced Retail Funding, LLC, Richmond Associates, L.P. and Jack Futterman. 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 ANNEX I. Annex I of the IR Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: ANNEX I SCHEDULE OF INVESTORS
- ---------------------------------------------------------------------------------------------- SHARES OF COMMON STOCK (SUBJECT TO ----------- INVESTOR WARRANTS) PROMISSORY NOTES - -------- --------- ---------------- - ---------------------------------------------------------------------------------------------- Special Value Bond Fund, LLC 3,096,000 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $2,250,000 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $4,500,000 - 14.0% Senior Secured Note, due January 31, 2002 in the principal amount of $3,250,000 - ---------------------------------------------------------------------------------------------- Special Value Bond Fund II, LLC none - 12.5% Secured Note, due January 31, 2003 in the principal amount of $5,000,000 - 13.0% Secured Note, due January 31, 2003 in the principal amount of $2,500,000 - ---------------------------------------------------------------------------------------------- Goldman Sachs & Co. 2,867,000 none - ----------------------------------------------------------------------------------------------
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- ---------------------------------------------------------------------------------------------- Goldman Sachs Credit Partners, L.P. none - 12.5% Secured Note, due January 31, 2003 in the principal amount of $4,333,333 - 13.0% Secured Note, due January 31, 2003 in the principal amount of $2,166,667 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $2,085,000 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $4,165,000 - 14.0% Senior Secured Note, due January 31, 2002 in the principal amount of $3,250,000 - ---------------------------------------------------------------------------------------------- Enhanced Retail Funding, LLC 458,667 - 12.5% Secured Note, due January 31, 2003 in the principal amount of $666,667 - 13.0% Secured Note, due January 31, 2003 in the principal amount of $333,333 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $333,333 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $666,667 - 14.0% Senior Secured Note, due January 31, 2002 in the principal amount of $500,000 - ---------------------------------------------------------------------------------------------- Richmond Associates, L.P. 229,000 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $165,000 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $335,000 - ---------------------------------------------------------------------------------------------- Clyde Street Investment, LLC 229,333 - 13.0% Secured Note, due January 31, 2002 in the principal amount of $166,667 - 14.0% Secured Note, due January 31, 2004 in the principal amount of $333,333 - ----------------------------------------------------------------------------------------------
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. -2- 3 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. PARTY CITY CORPORATION By: /s/ Thomas E. Larson ----------------------------------- Name: Thomas E. Larson Title: CFO /s/ Jack Futterman ----------------------------------- Jack Futterman INVESTORS: SPECIAL VALUE BOND FUND, LLC By: SVIM/MSM, LLC, its Managing Member By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ----------------------------------- Name: Michael E. Tennenbaum Title: Managing Member SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSMII, LLC, its Managing Member By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ----------------------------------- Name: Michael E. Tennenbaum Title: Managing Member 4 SPECIAL VALUE INVESTMENT MANAGEMENT, LLC By: TENNENBAUM & CO., LLC, its Managing Member By: /s/ Michael E. Tennenbaum ----------------------------------- Name: Michael E. Tennenbaum Title: Managing Member GOLDMAN, SACHS & CO. By: /s/ Kevin Ulrich ----------------------------------- Name: Kevin Ulrich Title: Authorized Signatory GOLDMAN SACHS CREDIT PARTNERS, L.P. By: /s/ Kevin Ulrich ----------------------------------- Name: Kevin Ulrich Title: Authorized Signatory ENHANCED RETAIL FUNDING, LLC By: /s/ Allen R. Goldstein ------------------------------------ Name: Allen R. Goldstein Title: CFO and Assistant Vice President CLYDE STREET INVESTMENT, LLC By: /s/ Ralph D. Dillon -------------------------------------- Name: Ralph D. Dillon Title: Managing Member -4- 5 RICHMOND ASSOCIATES, L.P. By: MHM MANAGEMENT, INC., its General Partner By: /s/ John F. Clausen -------------------------------------- Name: John F. Clausen Title: Vice President -5-