AGREEMENT AND PLAN OF MERGER among Party City Holdings Inc., Confetti Merger Sub, Inc. and iParty Corp. Dated as of March 1, 2013Merger Agreement • March 1st, 2013 • Iparty Corp • Retail-miscellaneous shopping goods stores • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2013 (this “Agreement”), by and among Party City Holdings Inc., a Delaware corporation (“Parent”), Confetti Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Merger Sub”), and iParty Corp., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 1st, 2013 • Iparty Corp • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of March 1, 2013, by and between iParty Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”), amends that certain Rights Agreement, dated as of October 7, 2011, by and between the Company and the Rights Agent (the “Rights Agreement”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 1st, 2013 • Iparty Corp • Retail-miscellaneous shopping goods stores • Massachusetts
WHEREAS, the Loan Parties, the Lenders and the Agent entered into a certain Second Amended and Restated Credit Agreement dated as of July 1, 2009 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”); and
