Fourth Amendment to Restructuring Support Agreement, dated as of July 21, 2023

The Company has obtained commitments (the “DIP Backstop Commitments”) from the members of the Ad Hoc Noteholder Group (each such member, in its capacity as a provider of the DIP Backstop Commitments under the DIP Facility, a “DIP Backstop Party”) to (i) provide loans and (ii) backstop Unfunded Amounts (as defined herein) under a $150 million debtor-in-possession financing facility (the “DIP Facility”) on the terms and conditions set forth herein and in the DIP Credit Agreement attached to the Restructuring Support Agreement as Exhibit C.

The terms upon which the Debtors shall seek approval of the DIP Facility in the Bankruptcy Court, as well as the terms that will govern the use of cash collateral and the adequate protection to be provided to the Secured Noteholders (as defined below) and other applicable parties are set forth in the Interim DIP Order (and, with respect to final approval, the terms set forth in the Final DIP Order).

Participation in the DIP Facility shall be offered on a ratable basis to each eligible holder of Secured Notes Claims (each, a “Secured Noteholder”) that executes the Restructuring Support Agreement no later than 5:00 p.m. (New York City time) on January 27, 2023 (the “DIP Participation Deadline”), up to such Secured Noteholder’s pro rata share of the DIP Facility based on (i) the aggregate face amount of Secured Notes held by such Secured Noteholder as of 12:00 p.m. (New York City time) on the date and at the time such Secured Noteholder elects to participate in the DIP Facility (the “DIP Participation Expiration Time” and, such Secured Noteholders electing to participate in the DIP Facility other than the members of the Ad Hoc Noteholder Group, the “Participating DIP Lenders”), relative to (ii) the total aggregate face amount of Secured Notes outstanding at the DIP Participation Expiration Time, and pursuant to the procedures, terms, conditions, and documentation, in each case to the extent applicable, set forth herein and in the DIP Documents.

To the extent any eligible Secured Noteholder (or its affiliated designee) does not (i) execute the Restructuring Support Agreement or (ii) elect to participate in the DIP Facility, in each case, by the DIP Participation Deadline, any portion of the DIP Facility otherwise available to such Secured Noteholder (in each case, an “Unfunded Amount”) shall be allocated to the DIP Backstop Parties on a pro rata basis based on their DIP Backstop Commitments.

Treatment of ABL Revolver Claims:

Each holder of an ABL Revolver Claim shall receive its pro rata share of the New ABL Loans; provided that, if (a) any such holder votes to accept the Plan and elects to participate in its pro rata share of the ABL Exit Facility and (b) the ABL Exit Facility Trigger occurs, (1) such holder shall be deemed repaid and refinanced in full by such holder’s extension and receipt of its pro rata share of ABL Revolving Credit Loans, and (2) such holder shall assume a commitment with respect to the ABL Exit Facility equal to its (or its predecessor in interest’s) commitment under the Prepetition ABL Facility immediately prior to the Petition Date.

Treatment of ABL FILO Claims:

Each Holder of an ABL FILO Claim shall receive its pro rata share of the New FILO Loans; provided that, if (a) any such holder votes to accept the Plan and elects to participate in its pro rata share of the ABL Exit Facility and (b) the ABL Exit Facility Trigger occurs, such holder shall be deemed repaid and refinanced by such holder’s extension and receipt of its pro rata share of ABL FILO Loans.

As used in this Restructuring Term Sheet:

“ABL Credit Agreement” means the ABL Credit Agreement, dated as of August 19, 2015, among Party City Holdings, Inc. and Party City Corporation, as borrowers, PC Intermediate Holdings, Inc., as holdings, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the financial institutions party thereto from time to time as lenders.

“ABL Documents” means, collectively, the ABL Credit Agreement and all instruments, security agreements, collateral agreements, guaranty agreements, intercreditor agreements, pledges, and other documents with respect to the revolving and first-in, last-out facilities under the Credit Agreement.

“ABL Exit Facility” means a new senior secured asset-based revolving credit facility, if any, on terms and conditions substantially consistent with the ABL Term Sheet.

“ABL Exit Facility Trigger” has the meaning ascribed to it in the ABL Term Sheet.

“ABL FILO Claims” means any Claims on account of, arising under, derived from, or based upon the first-in, last-out facility under the ABL Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, guarantees, and other charges arising thereunder or related thereto.

“ABL FILO Loans” has the meaning ascribed to it in the ABL Term Sheet.

“ABL Revolver Claims” means any Claims on account of, arising under, derived from, or based upon the revolving credit facility under the ABL Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, guarantees, and other charges arising thereunder or related thereto.

“ABL Revolving Credit Loans” has the meaning ascribed to it in the ABL Term Sheet.

“New ABL Loans” means the loans incurred under a new senior secured asset-based term loan facility on terms and conditions substantially consistent with the ABL Term Sheet.

“New FILO Loans” means the loans incurred under a new senior secured first-in, last-out term loan facility on terms and conditions substantially consistent with the ABL Term Sheet.

“Prepetition ABL Facility” means, collectively, the prepetition asset-based revolving credit and first-in, last-out facilities provided for under the ABL Credit Agreement.

The occurrence of the Plan Effective Date shall be subject to the satisfaction of certain conditions precedent acceptable to the Required Consenting Noteholders, including the following:

•  The Restructuring Support Agreement shall have been executed, shall not have been terminated, and shall continue to be in full force and effect and no event or occurrence shall have occurred that, with the passage of time or the giving of notice, would give rise to the right of the Required Consenting Noteholders to terminate the Restructuring Support Agreement;

•  The Bankruptcy Court shall have entered the Final DIP Order, consistent with the Restructuring Support Agreement, and the Final DIP Order shall not have been vacated, stayed, or modified without the prior written consent of the Required Lenders (as defined in the DIP Credit Agreement) and there shall be no default or event of default existing under the DIP Facility;

•  All financing necessary for the Plan shall have been obtained, and any documents related thereto shall have been executed, delivered, and be in full force and effect (with all conditions precedent thereto, other than the occurrence of the Plan Effective Date or certification by the Debtors that the Plan Effective Date has occurred, having been satisfied or waived);

•  All Transaction Expenses shall have been paid in full in cash in accordance with the terms and conditions set forth in the Restructuring Support Agreement and the DIP Orders;

•  The funded debt of the Anagram Wholly-Owned Subsidiaries shall have been refinanced, otherwise extended or received other treatment, in each case on terms acceptable to the Required Consenting Noteholders;

•  All requisite filings with governmental authorities and third

parties shall have become effective, and all such governmental authorities and third parties shall have approved or consented to the Restructuring Transactions, to the extent required;

•  All documents contemplated by the Restructuring Support Agreement to be executed and delivered on or before the Plan Effective Date shall have been executed and delivered; and

•  The Bankruptcy Court shall have entered the Confirmation Order, which shall not have been stayed, reversed, vacated, amended, supplemented or otherwise modified, unless waived by the Required Consenting Noteholders.