LJUIF / SSY Group Limited - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

PARTY CITY HOLDINGS INC.

424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-189513 PROSPECTUS PARTY CITY HOLDINGS INC. OFFER TO EXCHANGE $700,000,000 aggregate principal amount of its 8.875% Senior Notes due 2020, the issuance of which has been registered under the Securities Act of 1933, as amended, for all of its outstanding 8.875% Senior Notes due 2020 We are offering to exchange, upon th

STOCKHOLDERS AGREEMENT by and among PC TOPCO HOLDINGS, INC., THL PC TOPCO, L.P. ADVENT-PARTY CITY ACQUISITION LIMITED PARTNERSHIP, AMERICAN GREETINGS CORPORATION THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of July 27, 2012 TABLE OF CO

EX-10.19 Exhibit 10.19 EXECUTION VERSION STOCKHOLDERS AGREEMENT by and among PC TOPCO HOLDINGS, INC., THL PC TOPCO, L.P. ADVENT-PARTY CITY ACQUISITION LIMITED PARTNERSHIP, AMERICAN GREETINGS CORPORATION and THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of July 27, 2012 TABLE OF CONTENTS Page Section 1. Definitions 2 1.1 Definitions 2 1.2 General Interpretive Principles 11 Section 2.

- S-4/A

Table of Contents As filed with the Securities and Exchange Commission on October 4, 2013 Registration No.

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-12 Exhibit 12 STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for each of the periods shown.

- AMENDMENT NO.1 TO FORM S-4

Amendment No.1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on August 29, 2013 Registration No. 333-189513 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Party City Holdings Inc. (Exact name of registrant as specified in its charter) (see table of addition

PLEDGE AND SECURITY AGREEMENT

EX-10.8 37 d538143dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 27, 2012 by and among PC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), to be merged with and

TERM LOAN CREDIT AGREEMENT Dated as of July 27, 2012 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

EX-10.7 Exhibit 10.7 Execution Version 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 SUBSIDIARIES OF THE BORROWERS FROM TIME TO TIME PARTY HERETO THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, and

AMENDED AND RESTATED PARTY CITY CORPORATION Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

Exhibit 3.2.9 AMENDED AND RESTATED BY-LAWS OF PARTY CITY CORPORATION Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in

BY-LAWS ARTICLE I The Corporation

EX-3.2.7 Exhibit 3.2.7 BY-LAWS ARTICLE I The Corporation Section 1. Name. The legal name of this corporation (herein-after called the “Corporation”) is JCS REALTY CORP. Section 2. Offices. The Corporation shall have its principal office in the State of New York. The Corporation may also have offices at such other places within and without the United States as the Board of Directors may from time t

State of Delaware Secretary of State Division of Corporations Delivered 03:57 PM 12/23/2005 FILED 03:57 PM 12/23/2005 SRV 051059189 – 2579581 FILE

Exhibit 3.1.9 State of Delaware Secretary of State Division of Corporations Delivered 03:57 PM 12/23/2005 FILED 03:57 PM 12/23/2005 SRV 051059189 – 2579581 FILE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARTY CITY CORPORATION The undersigned, on behalf of Party City Corporation (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation

ARTICLES OF INCORPORATION ANAGRAM INTERNATIONAL HOLDINGS, INC. - oOo -

EX-3.1.3 5 d538143dex313.htm EX-3.1.3 Exhibit 3.1.3 75-667 2702 ARTICLES OF INCORPORATION OF ANAGRAM INTERNATIONAL HOLDINGS, INC. - oOo - The undersigned incorporator, being a natural person of full age, for the purpose of forming a corporation under Minnesota Statutes, Chapter 302A, hereby adopts the following Articles of Incorporation: ARTICLE I NAME The name of the corporation is Anagram Intern

AMENDED AND RESTATED CERTIFICATE INCORPORATION OF iPARTY CORP.

EX-3.1.12 Exhibit 3.1.12 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF iPARTY CORP. 1. The name of this corporation is iParty Corp. 2. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808. The name of its registered agent at such address is Corporation Service Company. 3. The

BYLAWS OF ANAGRAM INC. ARTICLE I. CORPORATE OFFICES AND SEAL

Exhibit 3.2.4 Anagram International, Inc BYLAWS OF ANAGRAM INC. -o0o- ARTICLE I. CORPORATE OFFICES AND SEAL Section 1.01. Offices. The corporation may have offices within the State of Minnesota or at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require. Section 1.02. Seal. The corporate seal shall have inscribed thereon the name o

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION M & D BALLOONS, INC.

EX-3.1.8 Exhibit 3.1.8 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF M & D BALLOONS, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the “Corporation”) is M & D BALLOONS, INC.” 2. The certificate of incorporation of the corporation is hereby amended by striking out paragraph FIRST thereof and by substituting in lieu of said paragraph the following

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 100 North Main Street Providence, Rhode Island 02903-1335 LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION (To Be Filed In Duplicate)

EX-3.1.5 Exhibit 3.1.5 Filing Fee: $150.00 ID Number: 118777 STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 100 North Main Street Providence, Rhode Island 02903-1335 LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION (To Be Filed In Duplicate) Pursuant to the provisions of Chapter 7-16 of the General Laws, 1956, as amended, the following Art

STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12 STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for each of the periods shown.

SECOND SUPPLEMENTAL INDENTURE

EX-4.6 Exhibit 4.6 SECOND SUPPLEMENTAL INDENTURE 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 be

AM-SOURCE, LLC AMENDED AND RESTATED OPERATING AGREEMENT

EX-3.2.5 Exhibit 3.2.5 AM-SOURCE, LLC AMENDED AND RESTATED OPERATING AGREEMENT 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”) EXPLANATORY

BYLAWS ANAGRAM INTERNATIONAL HOLDINGS, INC.

EX-3.2.3 Exhibit 3.2.3 BYLAWS OF ANAGRAM INTERNATIONAL HOLDINGS, INC. SHAREHOLDERS Section 1.01 Place of Meetings. Each meeting of the shareholders shall be held at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors or the Chief Executive Officer; provided, however, that any meeting called by or at the demand of a shareholder or

CERTIFICATE OF INCORPORATION JCS REALTY CORP.

EX-3.1.7 Exhibit 3.1.7 CERTIFICATE OF INCORPORATION JCS REALTY CORP. Under Section 402 of the Business Corporation Law. The undersigned, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, does hereby certify and set forth: FIRST: The name of the corporation is JCS REALTY CORP. SECOND: The purposes for which the corporation is

ARTICLES OF INCORPORATION ANAGRAM INC.

Exhibit 3.1.4 23-795 U-16, 598 ARTICLES OF INCORPORATION OF ANAGRAM INC. -oOo- The undersigned, being a natural person of full age, for the purpose of forming a corporation under and pursuant to the provisions of the Minnesota Business Corporation Act, being Chapter 301, Minnesota Statutes Annotated, does hereby adopt the following Articles of Incorporation. ARTICLE I. The name of this corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S.

PLEDGE AND SECURITY AGREEMENT

EX-10.9 Exhibit 10.9 EXECUTION COPY PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 27, 2012 by and among PC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), to be merged with and into Party City Holdings Inc., a

ADVISORY SERVICES AGREEMENT

Exhibit 10.13 EXECUTION VERSION ADVISORY SERVICES AGREEMENT 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 indi

INTERCREDITOR AGREEMENT dated as of July 27, 2012 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 other GRANTORS

EX-10.10 Exhibit 10.10 Execution Version 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 GRANTORS from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Revolving Facility Agent,

Offer to Exchange 8.875% Senior Notes Due 2020 for all outstanding 8.875% Senior Notes Due 2020 Party City Holdings Inc.

EX-99.2 Exhibit 99.2 Offer to Exchange 8.875% Senior Notes Due 2020 for all outstanding 8.875% Senior Notes Due 2020 of Party City Holdings Inc. , 2013 To Our Clients: Enclosed for your consideration is a Prospectus, dated , 2013 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “E

REGISTRATION RIGHTS AGREEMENT by and among PC Merger Sub, Inc. 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, 2012 REGISTRATION

Exhibit 4.4 EXECUTION VERSION 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, 2012 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 27, 2012

AMENDED AND RESTATED BYLAWS iPARTY CORP.

Exhibit 3.2.12 AMENDED AND RESTATED BYLAWS OF iPARTY CORP. Date: May 9, 2013 ARTICLE I Law, Certificate of Incorporation and Bylaws These Bylaws are subject to the Certificate of Incorporation. In these Bylaws, references to law, to the Certificate of Incorporation and to the Bylaws mean the law, the provisions of the Certificate of Incorporation and the provisions of these Bylaws as from time to

BYLAWS TRISAR, INC. ARTICLE I

EX-3.2.11 Exhibit 3.2.11 BYLAWS OF TRISAR, INC. ARTICLE I OFFICES SECTION 1. PRINCIPAL EXECUTIVE OFFICE The principal executive office of the corporation shall be in the City of Irvine, County of Orange, State of California. The corporation may also have offices at such other places as the Board of Directors may from time to time designate, or as the business of the corporation may require. ARTICL

CERTIFICATE OF INCORPORATION THE AMSCAN CO., INC. (Pursuant to Article Two of the Stock Corporation Law)

EX-3.1.6 Exhibit 3.1.6 CERTIFICATE OF INCORPORATION of THE AMSCAN CO., INC. (Pursuant to Article Two of the Stock Corporation Law) WE, THE UNDERSIGNED, desiring to form a corporation pursuant to Article Two of the Stock Corporation Law of the State of New York, do hereby make, subscribe and acknowledge this certificate for that purpose, as follows: FIRST:- The name of the proposed corporation is T

STATE of DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED CERTIFICATE OF FORMATION ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC Pursuant to Title 6, Chapter 18, Section 208 of the Delaware Code

Exhibit 3.1.2 STATE of DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED CERTIFICATE OF FORMATION OF ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC Pursuant to Title 6, Chapter 18, Section 208 of the Delaware Code The name of the limited liability company is Anagram Eden Prairie Property Holdings LLC (the “Company”). The original Certificate of Formation of the Company was filed with the Secreta

- FORM S-4

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2013 Registration No.

Offer to Exchange 8.875% Senior Notes Due 2020 for any and all outstanding 8.875% Senior Notes Due 2020 Party City Holdings Inc.

EX-99.3 Exhibit 99.3 Offer to Exchange 8.875% Senior Notes Due 2020 for any and all outstanding 8.875% Senior Notes Due 2020 of Party City Holdings Inc. , 2013 To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: Party City Holdings Inc. (the “Company”) and the direct and indirect subsidiaries of the Company named in Schedule I hereto (the “Guarantors”) are offering (the “E

JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 27, 2012

Exhibit 4.5 JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 27, 2012 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

PC MERGER SUB, INC. as Issuer 8.875% Senior Notes due 2020 Dated as of July 27, 2012 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.

Exhibit 4.1 EXECUTION VERSION PC MERGER SUB, INC. as Issuer 8.875% Senior Notes due 2020 INDENTURE Dated as of July 27, 2012 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 29 SECTION 1.03. Incorporation by Reference of Trust Indenture Act 30 SECTION 1.04. Rule

AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC July 27, 2012

EX-3.2.2 Exhibit 3.2.2 AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC July 27, 2012 Pursuant to Section 18-101 and Section 18-1101 of the Delaware Limited Liability Company Act (the “LLCA”) and Article 8 of the Amended and Restated Operating Agreement (the “LLC Agreement”; terms used herein but not otherwise defined herein shall have the meanin

ABL CREDIT AGREEMENT Dated as of July 27, 2012 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 THE B

EX-10.6 Exhibit 10.6 EXECUTION VERSION 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 THE BORROWERS FROM TIME TO TIME PARTY HERETO THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, and DEUTS

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

EX-10.11 Exhibit 10.11 EXECUTION VERSION FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT 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”),

BY-LAWS iParty Retail Store Carp. As adopted August 3, 2000 iParty Retail Store Corp. A Delaware Corporation. * * * * * * * * * ARTICLE I

EX-3.2.13 Exhibit 3.2.13 BY-LAWS of iParty Retail Store Carp. As adopted August 3, 2000 iParty Retail Store Corp. A Delaware Corporation. BY-LAWS * * * * * * * * * ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year at such date, time, and plac

CERTIFICATE OF INCORPORATION SSY REALTY CORP.

EX-3.1.10 Exhibit 3.1.10 CERTIFICATE OF INCORPORATION SSY REALTY CORP. Under Section 402 of the Business Corporation Law. The undersigned, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, does hereby certify and set forth: FIRST: The name of the corporation is SSY REALTY CORP. SECOND: The purposes for which the corporation i

NOTICE OF GUARANTEED DELIVERY FOR OFFER TO EXCHANGE $700,000,000 PRINCIPAL AMOUNT OF ITS 8.875% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ALL OF ITS OUTSTANDING 8.875% SENIOR NOTES

EX-99.4 Exhibit 99.4 NOTICE OF GUARANTEED DELIVERY FOR OFFER TO EXCHANGE $700,000,000 PRINCIPAL AMOUNT OF ITS 8.875% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ALL OF ITS OUTSTANDING 8.875% SENIOR NOTES DUE 2020 PARTY CITY HOLDINGS INC. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,

W I T N E S S E T H :

EX-4.2 Exhibit 4.2 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”). W I T N E

M&D INDUSTRIES INC. M&D BALLOONS, INC. Balloon Zone Wholesale, Inc. * * * * * * * * * * ARTICLE I

EX-3.2.8 Exhibit 3.2.8 M&D INDUSTRIES INC. formerly M&D BALLOONS, INC. FORMERLY Balloon Zone Wholesale, Inc. * * * * * BY-LAWS * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of dir

SSY REALTY CORP. ARTICLE I The Corporation

EX-3.2.10 Exhibit 3.2.10 SSY REALTY CORP. BY-LAWS ARTICLE I The Corporation Section 1. Name. The legal name of this corporation (hereinafter called the “Corporation”) is SSY REALTY CORP. Section 2. Offices. The Corporation shall have its principal office in the State of New York. The Corporation may also have offices at such other places within and without the United States as the Board of Directo

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 08/03/2000

EX-3.1.13 Exhibit 3.1.13 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 08/03/2000 001394166—3269616 CERTIFICATE OF INCORPORATION OF IPARTY RETAIL STORE CORP. * * * * * * * * * * * * * * * FIRST. The name of the Corporation is iParty Retail Store Corp. (the “Corporation”). SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporati

PARTY CITY HOLDINGS INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE $700,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 8.875% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ALL OF ITS OUTSTANDI

EX-99.1 Exhibit 99.1 PARTY CITY HOLDINGS INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE $700,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 8.875% SENIOR NOTES DUE 2020, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ALL OF ITS OUTSTANDING 8.875% SENIOR NOTES DUE 2020 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2

B Y – L A W S THE AMSCAN CO., INC. Article 1. MEETING OF STOCKHOLDERS.

EX-3.2.6 20 d538143dex326.htm EX-3.2.6 Exhibit 3.2.6 Amended 12/16/02 B Y – L A W S of THE AMSCAN CO., INC. Article 1. MEETING OF STOCKHOLDERS. Sec. 1. ANNUAL MEETINGS. The annual meeting of the Stockholders shall be held at the principal office of the Corporation, on the 1st day of July of each year, at 2:00 o’clock in the after noon of that day. If the day 5.0 designated falls upon a Sunday or a

List of Subsidiaries of Party City Holdings Inc. Name State/Country of Organization or Incorporation Amscan Asia International Limited Hong Kong Amscan de Mexico S.A. de C.V. Mexico Amscan Distributors (Canada), Ltd. Canada Amscan Holdings Limited Un

EX-21 Exhibit 21 List of Subsidiaries of Party City Holdings Inc. Name State/Country of Organization or Incorporation Amscan Asia International Limited Hong Kong Amscan de Mexico S.A. de C.V. Mexico Amscan Distributors (Canada), Ltd. Canada Amscan Holdings Limited United Kingdom Amscan Inc. New York Amscan International Limited United Kingdom Amscan Japan Co., Ltd. Japan Amscan Party Goods Pty. Li

INTERCREDITOR AGREEMENT JOINDER

Exhibit 10.18 INTERCREDITOR AGREEMENT JOINDER 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 corpor

LOCATION OF COLLATERAL Real Property Leased by the Company Address of Leased Space Landlord 1. 270 Bridge Street, Dedham, MA Bridge Realty Trust 2. 15 Freedom Way Franklin, MA Norfolk, Massachusetts Barrett Distribution Centers Real Property Leased b

EX-10.17 Exhibit 10.17 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 Delaware corporation (“Party City”, and together with the Company, each a “Borrower” and collectively the “Borrowers”), PC In

LOCATION OF COLLATERAL Real Property Leased by the Company Address of Leased Space Landlord 1. 270 Bridge Street, Dedham, MA Bridge Realty Trust 2. 15 Freedom Way Franklin, MA Norfolk, Massachusetts Barrett Distribution Centers Real Property Leased b

EX-10.16 Exhibit 10.16 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 Delaware corporation (“Party City”, and together with the Company, each a “Borrower” and collectively the “Borrowers”), PC In

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 comp

PC TOPCO HOLDINGS INC. 2012 OMNIBUS EQUITY INCENTIVE PLAN

EX-10.12 EXHIBIT 10.12 PC TOPCO HOLDINGS INC. 2012 OMNIBUS EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. PC Topco Holdings Inc., a Delaware corporation (the “Company”), hereby establishes the 2012 Omnibus Equity Incentive Plan (this “Plan”) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, director

AGREEMENT AND PLAN OF MERGER BY AND AMONG PARTY CITY HOLDINGS INC., PC MERGER SUB, INC., PC TOPCO HOLDINGS, INC. THE STOCKHOLDERS’ REPRESENTATIVES PARTY HERETO Dated as of June 4, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1 Certain Definitions

EX-2.1 2 d538143dex21.htm EX-2.1 Exhibit 2.1 Execution Version 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, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere in this Agreement 14 1.3 Other Definitional and Inte

JOINDER AGREEMENT

EX-10.15 Exhibit 10.15 JOINDER AGREEMENT 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

RESTATED ARTICLES OF INCORPORATION TRISAR, INC.

EX-3.1.11 13 d538143dex3111.htm EX-3.1.11 Exhibit 3.1.11 963805 A367415 RESTATED ARTICLES OF INCORPORATION OF TRISAR, INC. L. RANDALL HARRIS and EDGAR ALAN SHOOK certify that: 1. They are the President and the Secretary, respectively, of TRISAR, INC., a California corporation. 2. The Articles of Incorporation of this Corporation are hereby amended and restated as follows: NAME FIRST: The name of t

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PARTY CITY HOLDINGS INC. JULY 27, 2012

EX-3.1.1 Exhibit 3.1.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARTY CITY HOLDINGS INC. JULY 27, 2012 FIRST: The name of the Corporation is: Party City Holdings Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware and the County of New Castle is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and the name of the registered ag