Exhibit 99.1
THIRD AMENDMENT AGREEMENT
THIS THIRD AMENDMENT AGREEMENT,
(hereinafter, this “ Third Amendment ”) is
entered into as of November 6, 2007 by and among Factory Card
Outlet of America Ltd., an Illinois corporation (“
Borrower ”), the lenders signatory hereto (“
Lenders ”) and Wells Fargo Retail Finance, LLC as
agent for the Lenders (in such capacity, “ Agent
”).
RECITALS
WHEREAS, Borrower, Agent and Lenders
are parties to a Loan and Security Agreement dated as of
April 9, 2002 (as amended from time to time prior to the date
hereof, the “ Loan Agreement ”) pursuant to
which the Lenders agreed to make certain revolving credit advances
and to provide certain other financial accommodations to Borrower;
and
WHEREAS, Amscan Acquisition, Inc., a
wholly-owned direct subsidiary of Amscan Holdings, Inc. (“
Amscan ”) has initiated a tender offer (the “
Tender Offer ”) to acquire the outstanding shares (the
“ Shares ”) of Factory Card & Party Outlet
Corp., the parent of Borrower;
WHEREAS, the completion of the Tender
Offer (the “ Acquisition ”) constitutes a Change
in Control and, consequently, an Event of Default under the Loan
Agreement;
WHEREAS, the Borrower has requested
that the Lenders agree that the Acquisition does not result in a
Change of Control under the Loan Agreement for a short period of
time; and
WHEREAS, the undersigned Lenders
constitute the Lenders necessary to agree to this Third Amendment
pursuant to Section 15.1 of the Loan Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties signatory hereto
agree as follows.
1. Definitions .
Capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Loan Agreement.
2. Amendment to the Loan
Agreement . Subject to the terms and conditions of this Third
Amendment, including compliance with paragraph 3 below, the Lenders
agree that, notwithstanding anything to the contrary set forth in
the Loan Agreement, (a) the Acquisition does not constitute a
Change of Control under the Loan Agreement and (b) the
Acquisition in and of itself will not otherwise constitute a
Default or Event of Default under the Loan Agreement. The Lenders
further agree, subject to the terms and conditions of this Third
Amendment, to waive compliance by the Borrower with
Section 3.6 of the Loan Agreement with respect to repayment of
the Obligations as provided in Section 3(a) below. The
Borrower’s failure to satisfy the covenants set forth in
paragraph 3 below on or before January 2, 2008 shall
constitute Events of Default under Sections 8.1 and 8.2 of the Loan
Agreement.
