TRANSACTION SUPPORT AGREEMENT PARTY CITY HOLDCO INC. MAY 28, 2020Transaction Support Agreement • May 29th, 2020 • Party City Holdco Inc. • Retail-miscellaneous retail • New York
This TRANSACTION SUPPORT AGREEMENT (together with the Transaction Term Sheet (as defined below) and the other exhibits and schedules attached hereto, each of which is incorporated as if it is fully set forth herein in the first instance, and as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 28, 2020, is entered into by and among:
PARTY CITY HOLDCO INC. PARTY CITY HOLDINGS INC. Private Placement Commitment AgreementParty City Holdco Inc. • May 29th, 2020 • Retail-miscellaneous retail • New York
You have advised us that Party City Holdco Inc., a Delaware corporation (“Holdco”), Party City Holdings Inc., a Delaware corporation (“Holdings”), Party City Corporation, a Delaware corporation, certain guarantors of the Senior Notes (as defined below) (collectively, the “Company,” or “Party City”) and certain holders of: (i) Holdings’ outstanding 6.125% Senior Notes due 2023 (the “2023 Notes”) and (ii) Holdings’ outstanding 6.625% Senior Notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Senior Notes”) are contemplating entering into a transaction support agreement (together with any schedules or exhibits thereto, the “Transaction Support Agreement”), to be dated on or about the date hereof, the form of which is attached hereto as Exhibit A, with respect to (i) the Exchange Offer, (ii) the Consent Solicitation and (iii) the issuance of (A) $50.0 million in aggregate principal amount of New Money First Lien Issuer Notes in the Rights Offering and/or to the Backsto
