SUBSIDIARY GUARANTOR JOINDER AGREEMENT
Exhibit 10.14
SUBSIDIARY GUARANTOR JOINDER AGREEMENT
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 Administrative Agent. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
WHEREAS, the New Subsidiary is a Domestic Subsidiary required by Section 5.12 of the Credit Agreement to become a Loan Guarantor under the Credit Agreement and be joined to as a party to the Pledge and Security Agreement; and
WHEREAS, the New Subsidiary will materially benefit from the credit facilities made available and to be made available to the Borrowers by the Lenders under the Credit Agreement;
NOW, THEREFORE, the New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders and the Issuing Banks:
1. Joinder. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a Loan Guarantor for all purposes of the Credit Agreement and shall have (and hereby unconditionally, absolutely and irrevocably assumes) all of the rights, benefits, duties and obligations of a Loan Party and a Loan Guarantor under the Credit Agreement as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement (to the extent made or deemed made on or after the effective date hereof), (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 of the Credit Agreement, hereby absolutely and unconditionally guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, upon acceleration or otherwise) to the extent of and in accordance with Article X of the Credit Agreement.
2. Guaranty. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.
3. Security. Attached hereto as Schedule A is the information required under Schedules 2.21(a) and 2.21(b) of the Credit Agreement and such Schedules to the Credit Agreement are hereby supplemented to include the information attached hereto as Schedule A. The New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents as requested by the Administrative Agent in accordance with the Credit Agreement.
4. Miscellaneous.
(a) Severability. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement is to be read, construed and applied together with the Credit Agreement and the other Loan Documents which, taken together, set forth the complete understanding and agreement of the Administrative Agent, the Lenders, the Issuing Banks and the New Subsidiary with respect to the matters referred to herein and therein.
(b) Successors and Assigns. This Agreement and all obligations of the new Subsidiary hereunder shall be binding upon the successors and assigns of the New Subsidiary (including any debtor-in-possession on behalf of the New Subsidiary) and shall, together with the rights and remedies of the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, hereunder, inure to the benefit of the Administrative Agent, the Lenders and the Issuing Banks, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns.
(c) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.
(d) Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(e) Section Titles. The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer and the Administrative Agent, for the benefit of the Lenders and the Issuing Banks, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| iPARTY CORP. iPARTY RETAIL STORES CORP. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Vice President | |
| Acknowledged and accepted: | ||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Director | ||
Schedule 2.21(a)
DDAS
| Entity |
Type of Account |
Location |
Store Location City |
Store |
Bank |
Account # | ||||||
| iParty Retail Stores Corp. | Depository | 19 | So. Portland |
ME | Key Bank | 191254003418 | ||||||
| iParty Retail Stores Corp. | Depository | 50 | Augusta | ME | Key Bank | 191254003418 | ||||||
| iParty Retail Stores Corp. | Depository | 51 | Williston | VT | Key Bank | 191254003418 | ||||||
| iParty Retail Stores Corp. | Depository | 66 | Bangor | ME | Key Bank | 191254003418 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxx Xxxxxxxx |
XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 12 | Cranston | RI | Sovereign Bank New England |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 43 | Nashua | NH | Sovereign Bank New England |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 47 | Nashua | NH | Sovereign Bank New England |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 54 | Lincoln | RI | Sovereign Bank New England |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
63900000447 |
| Entity |
Type of Account |
Location |
Store Location City |
Store |
Bank |
Account # | ||||||
| iParty Retail Stores Corp. | Disbursement | Corporate | Sovereign Bank New England |
75860016759 | ||||||||
| iParty Retail Stores Corp. | Depository Operating (Funding) |
Corporate | Sovereign Bank New England |
75860016767 | ||||||||
| iParty Retail Stores Corp. | Depository | 0 | Xxxx Xxxxxxx |
XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 2 | Saugus | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 4 | Natick | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 5 | Quincy | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 6 | Shrewsbury | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 13 | Burlington | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | X. Xxxxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 17 | Medford | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 18 | Bellingham | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 21 | S. Weymoouth |
MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 22 | Avon | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 26 | Raynham | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 30 | N. Dartmouth |
MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 34 | Chelmsford | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 36 | Pembroke | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxxx | XX | Xxxxxxxxx Xxxx Xxx Xxxxxxx |
75860016775 |
| Entity |
Type of Account |
Location |
Store Location City |
Store |
Bank |
Account # | ||||||
| iParty Retail Stores Corp. | Depository | 46 | Walpole | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 48 | Millbury | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 52 | Leominster | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 55 | Sturbridge | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 57 | Plymouth | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 60 | Chicopee | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 65 | Seekonk | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 68 | Peabody | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 70 | Boston | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository | 73 | Waltham | MA | Sovereign Bank New England |
75860016775 | ||||||
| iParty Retail Stores Corp. | Depository/Mc/Visa/Discover | Corporate | Sovereign Bank New England |
75860016783 | ||||||||
| iParty Retail Stores Corp. | Depository/American Express | Corporate | Sovereign Bank New England |
75860016791 | ||||||||
| iParty Retail Stores Corp. | Depository | 44 | Portsmouth | NH | Citizens Bank | 330782-745-8 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxxxxxxx | XX | Citizens Bank | 330782-745-8 | ||||||
| iParty Retail Stores Corp. | Depository | 00 | Xxxx Xxxxxxx |
XX | Citizens Bank | 330782-745-8 | ||||||
| iParty Retail Stores Corp. | Depository | 59 | Keene | NH | Citizens Bank | 330782-745-8 | ||||||
| iParty Retail Stores Corp. | Depository | 0 | X. Xxxxxxxxxx |
XX | Citizens Bank | 130327-026-6 | ||||||
| iParty Retail Stores Corp. | Depository | 69 | Dorchester | MA | Citizens Bank | 130327-026-6 | ||||||
| iParty Retail Stores Corp. | Depository | 25 | St. Petersburg |
FL | Xxxxx Fargo Bank, NA |
2000033058438 | ||||||
| iParty Retail Stores Corp. | Depository | 27 | Clearwater | FL | Xxxxx Fargo Bank, NA |
2000033058438 | ||||||
| iParty Retail Stores Corp. | Depository | 28 | Sarasota | FL | Xxxxx Fargo Bank, NA |
2000033058438 |
| Entity |
Type of Account |
Location |
Store Location City |
Store |
Bank |
Account # | ||||||
| iParty Retail Stores Corp. | Depository | 39 | Wallingford | CT | Xxxxx Fargo Bank, NA |
2000033058438 | ||||||
| iParty Retail Stores Corp. | Depository | 58 | Citrus Park | FL | Xxxxx Fargo Bank, NA |
2000033058438 | ||||||
| iParty Retail Stores Corp. | Depository | 62 | E. Hartford | CT | Xxxxx Fargo Bank, NA |
2000033058438 | ||||||
| iParty Retail Stores Corp. | Depository | 64 | Port Xxxxxx | FL | Xxxxx Fargo Bank, NA |
2000033058438 |
Schedule 2.21(b)
Credit Card Processing
| Company |
Credit Card Processor |
Bank Account | ||
| iParty Retail Store Corp. | Bank of America Merchant Services Attn: Xxxxxxx Xxxxx 0000 XXXXXXXXX XXXXXXX XXXXXXXXXXX, XX 00000 |
Master Card/Visa Discover Sovereign Bank New England Acct# 75860016783 | ||
| iParty Retail Stores Corp. | General Counsel’s Office American Express Travel Related Services Company, Inc. 3 World Financial Center 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attn.: Establishment Services Practice Group |
American Express Sovereign Bank New England Acct# 75860016791 | ||
