FORM OF WARRANT] THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as AMENDED, or any state SECURITIES laws, AND MAY NOT BE OFFERED OR SOLD, UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE...Warrant Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
10,000,000 12.5% Secured Notes due 2003 ("A Notes") $5,000,000 13.0% Secured Notes due 2003 ("B Notes") $5,000,000 13.0% Secured Notes due 2002 ("C Notes") $10,000,000 14.0% Secured Notes due 2004 ("D Notes")Securities Purchase Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores
EXECUTION COPY PARTY CITY CORPORATION INVESTOR RIGHTS AGREEMENT Dated as of August 16, 1999 TABLE OF CONTENTSInvestor Rights Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
FORM OF A NOTE] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as AMENDED, or any state SECURITIES laws, AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR...Note • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
D-1Senior Note Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
B-1Security Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
AGREEMENT ---------Vendor Forbearance and Standstill Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
FORM OF C NOTE] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as AMENDED, or any state SECURITIES laws, AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR...C Note • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New York
STANDSTILL AND FORBEARANCE AGREEMENT THIS STANDSTILL AND FORBEARANCE AGREEMENT (the "Standstill Agreement") is made as of the 1st day of July, 1999 by and among PNC BANK, NATIONAL ASSOCIATION, as agent for the Banks (the "Agent"), PARTY CITY...Standstill and Forbearance Agreement • August 25th, 1999 • Party City Corp • Retail-miscellaneous shopping goods stores • New Jersey
