REGISTRATION RIGHTS AGREEMENT by and among PC Merger Sub, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Barclays Capital Inc. Goldman, Sachs & Co. Morgan Stanley & Co. LLC Dated as of July 27, 2012Registration Rights Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 27, 2012, by and among PC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Barclays Capital Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Merger Sub’s 8.875% Senior Notes due 2020 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
ABL CREDIT AGREEMENT Dated as of July 27, 2012 Among PC INTERMEDIATE HOLDINGS, INC. PC MERGER SUB, INC. (to be merged with and into PARTY CITY HOLDINGS INC.) PC FINANCE SUB, INC. (to be merged with and into PARTY CITY CORPORATION) THE SUBSIDIARIES OF...Credit Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
ABL CREDIT AGREEMENT, dated as of July 27, 2012 (this “Agreement”), by and among PC MERGER SUB, INC., a Delaware corporation (“Merger Sub”), to be merged with and into PARTY CITY HOLDINGS INC., a Delaware corporation (the “Company”), PC FINANCE SUB, INC., a Delaware corporation (“Finance Sub”), to be merged with and into PARTY CITY CORPORATION, a Delaware corporation (“Party City”), PC INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), the subsidiaries of the Borrowers from time to time party hereto, the Lenders (as defined in Article 1), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent and collateral agent for the Lenders (in its capacity as administrative and collateral agent, the “Administrative Agent”), and DBTCA and BANK OF AMERICA, N.A. (“Bank of America”), as co-ABL collateral agents for the Lenders (DBTCA and Bank of America, in their capacity as co-ABL collateral agents, the “Co-ABL Collateral Agents”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PARTY CITY HOLDINGS INC., PC MERGER SUB, INC., PC TOPCO HOLDINGS, INC. and THE STOCKHOLDERS’ REPRESENTATIVES PARTY HERETO Dated as of June 4, 2012Agreement and Plan of Merger • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 4, 2012, by and among: (i) PC Topco Holdings, Inc., a Delaware corporation (“Buyer”); (ii) PC Merger Sub, Inc., a Delaware corporation (“Merger Sub”); (iii) Party City Holdings Inc., a Delaware corporation (the “Company”); (iv) Jefferson M. Case (the “Advent Representative”); (v) BSR LLC, a Delaware limited liability company (the “Berkshire Representative”) and (vi) Weston Presidio Capital Partners IV, L.P., a Delaware limited partnership (the “WP Representative” and together with the Advent Representative and the Berkshire Representative, the “Stockholders’ Representatives”). Certain terms used in this Agreement are defined in Section 1.1.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 7, 2013, among Party City Holdings Inc., a Delaware corporation (the “Company”), the guarantors named in the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
INTERCREDITOR AGREEMENT dated as of July 27, 2012 among PC INTERMEDIATE HOLDINGS, INC., PC MERGER SUB, INC. (to be merged with and into PARTY CITY HOLDINGS INC.), PC FINANCE SUB, INC. (to be merged with and into PARTY CITY CORPORATION), and the other...Intercreditor Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
This INTERCREDITOR AGREEMENT is dated as of July 27, 2012 and is by and among PC Intermediate Holdings, Inc. a Delaware corporation (“Holdings”), PC Merger Sub, Inc., a Delaware corporation (to be merged with and into Party City Holdings Inc., a Delaware corporation and referred to herein as the “Borrower Agent”), PC Finance Sub, Inc., a Delaware corporation (to be merged with and into Party City Corporation, a Delaware corporation and referred to herein as the “Subsidiary Borrower”), the other Grantors (as defined in Section 1.1) from time to time party hereto, Deutsche Bank Trust Company Americas (“DBTCA”), as Revolving Facility Security Agent (as defined below), and DBTCA, as Term Loan Security Agent (as defined below). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in Section 1 below.
SUPPLEMENT NO. 1 dated as of June 7, 2013 (this “Supplement”), to the Pledge and Security Agreement dated as of July 27, 2012 (the “Security Agreement”), among Party City Holdings Inc., a Delaware corporation (the “Company”), Party City Corporation, a...Supplement No • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
For purposes of this Letter Agreement, the term “Revolving Facility Credit Agreement” as used herein shall mean the ABL Credit Agreement, dated as of July 27, 2012, by and among Debtor, certain of its affiliates, Revolving Facility Agent, Bank of America, N.A. in its capacity as co-ABL collateral agent and Revolving Facility Lenders, and the term “Term Loan Credit Agreement” as used herein shall mean the Term Loan Credit Agreement, dated as of July 27, 2012, by and among Debtor, certain of its affiliates, Term Loan Agent and Term Loan Lenders, in each case, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. The term “Lender Representative” as used herein shall mean Revolving Facility Agent until such time as Revolving Facility Agent notifies the undersigned in writing (at the undersigned’s address below) that the Lender Representative shall be Term Loan Agent, and on and after delivery of such notice to the undersigned,
SUBSIDIARY GUARANTOR JOINDER AGREEMENTSubsidiary Guarantor Joinder Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of June 7, 2013, is entered into by and among iParty Corp., a Delaware corporation, (“iParty”), iParty Retail Stores Corp., a Delaware corporation (iParty Retail”), ( iParty and iParty Retail each the “New Subsidiary”), and Deutsche Bank Trust Company Americas, a Delaware limited liability company as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), under that certain ABL Credit Agreement dated as of July 27, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alia, Party City Holdings Inc., a Delaware corporation, Party City Corporation, a Delaware corporation (together with Party City Holdings Inc., the “Borrowers”), PC Intermediate Holdings, Inc. a Delaware corporation, the Subsidiaries of the Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Administra
INTERCREDITOR AGREEMENT JOINDERIntercreditor Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores
The undersigned, iParty Corp., a Delaware corporation, and iParty Retail Stores Corp., a Delaware corporation, each hereby agree to become party as a Grantor under the Intercreditor Agreement dated as of July 27, 2012 (the “Intercreditor Agreement”) among PC INTERMEDIATE HOLDINGS, INC. a Delaware corporation, PARTY CITY HOLDINGS INC., a Delaware corporation, PARTY CITY CORPORATION, a Delaware corporation, the other GRANTORS from time to time party thereto, Deutsche Bank Trust Company Americas (“DBTCA”), as Revolving Facility Security Agent, and DBTCA, as Term Loan Security Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.
JOINDER AGREEMENTJoinder Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of June 7, 2013, is entered into among iPARTY CORP., a Delaware corporation, iPARTY RETAIL STORES CORP., a Delaware corporation (“iParty Retail”), (iParty and iParty Retail, each, the “New Subsidiary”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), under that certain Term Loan Credit Agreement dated as of July 27, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, Party City Holdings Inc., a Delaware corporation, Party City Corporation, a Delaware corporation (together with Party City Holdings Inc., the “Borrowers”), PC Intermediate Holdings, Inc., a Delaware corporation, the Subsidiaries of the Borrowers from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent a
ContractFirst Supplemental Indenture • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 27, 2012, among Party City Holdings Inc., a Delaware corporation (the “Company”), the guarantors named in the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of July 27, 2012 by and among (i) PC Topco Holdings, Inc., a Delaware corporation (“Buyer”), (ii) PC Intermediate Holdings, Inc., a Delaware corporation (“Midco”), (iii) Party City Holdings Inc., a Delaware corporation, individually and on behalf of its direct and indirect subsidiaries (“Party City” and together with Buyer, Midco and Party City, collectively, the “Companies”), (v) THL Managers VI, LLC, a Delaware limited liability company (“Sponsor”) and (vi) Advent International Corporation, a Delaware corporation (the “Advent Party”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC July 27, 2012Limited Liability Company Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Anagram Eden Prairie Property Holdings LLC (the “Company”) is entered into as of December 21, 2005 by Amscan Holdings, Inc., a Delaware corporation (the “Member”).
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “First Amendment”), dated as of February 19, 2013, among PARTY CITY HOLDINGS INC., a Delaware corporation (the “Borrower Agent”), PARTY CITY CORPORATION, a Delaware corporation (the “Subsidiary Borrower” and, together with the Borrower Agent, the “Borrowers”), PC INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”), each of the Persons party hereto as 2013 Replacement Lenders (as defined below) and the Lenders which shall constitute the Required Lenders concurrently with the First Amendment Effective Date (as each such term is defined below) (the “Replacement Required Lenders”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 27, 2012Registration Rights Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
Reference is hereby made to the Registration Rights Agreement, dated as of July 27, 2012 (the “Registration Rights Agreement”), by and among PC Merger Sub, Inc. (“Merger Sub”) and the Initial Purchasers named therein concerning the sale by Merger Sub to the Initial Purchasers of $700,000,000 aggregate principal amount of Merger Sub’s 8.875% Senior Notes due 2020 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
Deutsche Bank Trust Company Americas (“DBTCA”), in its capacity as administrative agent and collateral agent pursuant to the Revolving Facility Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, together with its successors and assigns, “Revolving Facility Agent”) and the parties from time to time to the Revolving Facility Credit Agreement as lenders (collectively, together with their respective successors and assigns, “Revolving Facility Lenders”) and DBTCA, in its capacity as administrative and collateral agent pursuant to the Term Loan Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, together with its successors and assigns, “Term Loan Agent” and, together with Revolving Facility Agent, collectively, “Agents” and, individually, each an “Agent”) and the parties from time to time to the Term Loan Credit Agreement as lenders (collectively, together
SUPPLEMENT NO. 1 dated as of June 7, 2013 (this “Supplement”), to the Pledge and Security Agreement dated as of July 27, 2012 (the “Security Agreement”), among Party City Holdings Inc., a Delaware corporation (the “Company”), Party City Corporation, a...Supplement No • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores
TERM LOAN CREDIT AGREEMENT Dated as of July 27, 2012 Among PC INTERMEDIATE HOLDINGS, INC. PC MERGER SUB, INC. (to be merged with and into PARTY CITY HOLDINGS INC.) PC FINANCE SUB, INC. (to be merged with and into PARTY CITY CORPORATION) THE...Credit Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • New York
Exhibit I-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
AM-SOURCE, LLC AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • June 21st, 2013 • Am-Source, LLC • Retail-miscellaneous shopping goods stores • Rhode Island
This OPERATING AGREEMENT (the “Agreement”) is entered into as of this day of December, 2005, by and among AM-SOURCE, LLC (the “Company”)and the Persons whose signatures are set forth on Exhibit “A” hereto (each such Person is referred to herein individually, as a “Member”, and collectively, as the “Members”)
