0001193125-20-207189 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2020 • Party City Holdco Inc. • Retail-miscellaneous retail • New York

This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this "Agreement") is made and entered into as of July 30, 2020, by and among Party City Holdco Inc., a Delaware corporation (the "Company"), the other parties signatory hereto and any additional parties identified on the signature pages of any joinder executed substantially in the form set forth in Exhibit A hereto and delivered pursuant hereto.

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Anagram International, Inc.
Party City Holdco Inc. • August 3rd, 2020 • Retail-miscellaneous retail • New York
Senior Secured First Lien Floating Rate Notes due 2025
Party City Holdco Inc. • August 3rd, 2020 • Retail-miscellaneous retail • New York
THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 3rd, 2020 • Party City Holdco Inc. • Retail-miscellaneous retail • New York

THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of July 30, 2020, among Party City Holdings Inc. (the "Issuer"), the guarantors named on the signature pages hereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee") under the Indenture referred to below.

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 3rd, 2020 • Party City Holdco Inc. • Retail-miscellaneous retail • New York

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of July 30, 2020, among Party City Holdings Inc. (the "Issuer"), the guarantors named on the signature pages hereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee") under the Indenture referred to below.

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