Exhibit 4(2)
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE dated as of June 21, 2004 among Amscan
Holdings, Inc., a Delaware corporation (the "Company"), the Guarantors, as such
term is defined in the Indenture (as defined below), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee").
WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture dated as of April 30, 2004 (the
"Indenture"), providing for the issuance of $175 million aggregate principal
amount of the Company's 8.75% Senior Subordinated Notes due 2014 (the "Notes");
WHEREAS, the Company and Guarantors propose to amend and supplement the
Indenture to join Anagram International, LLC, a Nevada limited liability company
("Anagram") and an indirect subsidiary of the Company, as a party to the
Indenture as a Guarantor thereunder;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the
Guarantors and the Trustee may amend or supplement the Indenture, the Notes or
the Note Guarantees without the consent of any Holder of Notes to make any
change that would provide additional rights or benefits to the Holders of the
Notes or that does not adversely affect the legal rights under the Indenture of
any Holder;
WHEREAS, the Company, each Guarantor and Anagram have been authorized by a
resolution of its respective board of directors or managing member to enter into
this First Supplemental Indenture;
WHEREAS, all other acts and proceedings required by law, by the Indenture
and by the respective certificates of incorporation, by-laws and limited
liability company agreements of the Company, each Guarantor and Anagram to make
this First Supplemental Indenture a valid and binding agreement for the purposes
expressed herein, in accordance with its terms, have been duly performed;
WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is
authorized to execute and deliver this First Supplemental Indenture;
NOW, THEREFORE, for in consideration of the premises herein contained and
in order to effect the proposed amendment to join Anagram as a party to the
Indenture pursuant to Section 9.01 of the Indenture, the Company and the
Guarantors agree with the Trustee as follows:
ARTICLE I
Amendment of Indenture
1.1. Amendment of Indenture. As of the date hereof, this First
Supplemental Indenture amends the Indenture by joining Anagram as a party to the
Indenture.
1.2. Execution and Delivery of Note Guarantee. Upon the effectiveness of
this First Supplemental Indenture, Anagram agrees that a notation of its Note
Guarantee substantially in the form attached as Exhibit E to the Indenture, will
be endorsed by an Officer of Anagram on each Note authenticated and delivered by
the Trustee under the Indenture.
ARTICLE II
Miscellaneous Provisions
2.1. Instruments to be Read Together. This First Supplemental Indenture
is an indenture supplemental to and in implementation of the Indenture, and said
Indenture and this First Supplemental Indenture shall henceforth be read
together.
2.2. Confirmation. The Indenture as amended and supplemented by this
First Supplemental Indenture is in all respects confirmed and preserved.
2.3. Terms Defined. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2.4. Counterparts. This First Supplemental Indenture may be signed in any
number of counterparts each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
2.5. Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.
2.6. Effectiveness. The provisions of this First Supplemental Indenture
will take effect immediately upon execution thereof by the parties hereto.
2.7. Trust Indenture Act Controls. If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with another provision
that is required by or deemed to be included in this First Supplemental
Indenture by the Trust Indenture Act, the required or incorporated provision
shall control.
2.8. Governing Law. The internal law of the State of New York shall
govern and be used to construe this First Supplemental Indenture without giving
effect to applicable principles of conflicts of law to the extent that the
application of the laws of another jurisdiction would be required thereby. This
First Supplemental Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of the Indenture and shall, to the extent
applicable, be governed by such provisions.
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2.9. Trustee. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture. The recitals and statements
herein are deemed to be those of the Company and the Guarantors and not of the
Trustee.
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Dated as of June 21, 2004
AMSCAN HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer,
Secretary and Vice President
AMSCAN INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
SSY REALTY CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
JCS REALTY CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
AM-SOURCE, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Treasurer and
Secretary
TRISAR, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
ANAGRAM INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Assistant
Treasurer and Secretary
ANAGRAM INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Assistant
Treasurer and Secretary
ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS, LLC
By: Amscan Holdings, Inc., its Sole Member
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer,
Secretary and Vice President
M&D INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Assistant
Treasurer and Secretary
ANAGRAM INTERNATIONAL, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Manager
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
