Party City Store Closing List

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Exhibit 2
Store Closing Procedures Order, Store Closing Procedures,

and Master Consulting Agreement
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United States Bankruptcy Court
Southern District of Texas
ENTERED
IN THE UNITED STATES BANKRUPTCY COURT February 14, 2023
FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Clerk
HOUSTON DIVISION
)
In re: ) Chapter 11
)
PARTY CITY HOLDCO INC., et al.,1 ) Case No. 23-90005 (DRJ)
)
Debtors. ) (Jointly Administered)
) Re: Docket No. 368
ORDER (I) APPROVING, AND AUTHORIZING THE

DEBTORS TO ENTER INTO AND PERFORM UNDER, THE
MASTER CONSULTING AGREEMENT, (II) APPROVING PROCEDURES
FOR STORE CLOSING SALES, AND (III) GRANTING RELATED RELIEF
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for entry of an order (this “Order”) (a) approving, and authorizing the
Debtors to enter into and perform under, a Master Consulting Agreement, the form of which is
attached to the Motion as Exhibit A (the “Master Consulting Agreement”), (b) authorizing and
approving the continuation and/or initiation of phased store closings and related matters in
accordance with the terms of the Master Consulting Agreement and the Store Closing Procedures,
with such sales to be free and clear of all liens, claims, and encumbrances, and (c) granting related
relief, all as more fully set forth in the Motion; and upon the First Day Declaration and the Orlofsky
Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334 and
the Amended Standing Order; and this Court having found that this is a core proceeding pursuant
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Party City Holdco Inc. (9758); Amscan Custom Injection Molding, LLC (4238); Amscan Inc.
(1359); Amscan Purple Sage, LLC (3514); Am-Source, LLC (8427); Anagram Eden Prairie Property Holdings
LLC (8309); Party City Corporation (3692); Party City Holdings Inc. (3029); Party Horizon Inc. (5812); PC
Intermediate Holdings, Inc. (1229); PC Nextco Finance, Inc. (2091); PC Nextco Holdings, LLC (7285); Print
Appeal, Inc. (5932); and Trisar, Inc. (0659). The location of the Debtors’ service address for purposes of these
chapter 11 cases is: 100 Tice Boulevard, Woodcliff Lake, New Jersey 07677.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
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to 28 U.S.C. § 157(b)(2); and this Court having found that it may enter a final order consistent
with Article III of the United States Constitution; and this Court having found that venue of this
proceeding and the Motion in this district is proper pursuant to 28 U.S.C. § 1408; and this Court
having found that the relief requested in the Motion is in the best interests of the Debtors’ estates,
their creditors, and other parties in interest; and this Court having found that the Debtors’ notice
of the Motion and opportunity for a hearing on the Motion were appropriate under the
circumstances and no other notice need be provided; and this Court having reviewed the Motion
and having heard the statements in support of the relief requested therein at a hearing before this
Court; and this Court having determined that the legal and factual bases set forth in the Motion
establish just cause for the relief granted herein; and upon all of the proceedings had before this
Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:
1. The Master Consulting Agreement, and all terms and conditions therein, is
approved. The Debtors are authorized, pursuant to section 363(b) of the Bankruptcy Code, to enter
into and perform under the Master Consulting Agreement, including, without limitation, making
payments required thereunder (including fees and reimbursement of expenses to the Consultant
without the need for any application of the Consultant or a further order of this Court). All such
payments of fees and reimbursement of expenses shall be free and clear of any and all
encumbrances.
2. The Master Consulting Agreement and related documents may be immaterially
modified, amended, or supplemented by the parties thereto in accordance with the terms thereof
without further order of this Court. Any modifications, amendments or supplementations will be promptly
provided to the Committee.
_DRJ
2
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3. The Debtors are authorized to enter into additional Statements of Work in
connection with any Additional Closing Stores so long as they (a) first consult with the Required
Consenting Noteholders (as such term is defined in the Restructuring Support Agreement), the
agent under the DIP Facility, and the Official Committee of Unsecured Creditors (the
“Committee”), (b) file an Additional Closing Store List with the Court, and (c) serve a notice of
their intent to conduct the Store Closing Sales at the Additional Closing Stores on the Additional
Closing Store Landlords (including their counsel, if known) by mail and email, if known, and other
interested parties, including the notice parties set forth in paragraph 57 of the Motion and any
sublessees, licensees, or concessionaries of the Debtors’ goods and owners of goods held by the
Debtors on memo, consignment, or as bailee located at Additional Closing Stores. The notice of
intent to conduct the Store Closing Sales at the Additional Closing Stores shall state whether any
additional Statements of Work have been entered into in connection with the Additional Closing
Stores. The Debtors are authorized to modify, supplement, or otherwise revise, as well as to
rescind, any Additional Closing Store List they have filed before the date upon which this Order
becomes applicable to such Additional Closing Store List; provided that the Debtors shall not add
any additional store to any such Additional Closing Store List without extending the applicable
objection deadline to provide interested parties with seven (7) days to object to any such addition.
At least two (2) business days prior to filing an Additional Closing Store List with the Court (the
“Ad Hoc Noteholder Group Review Period”), the Debtors will provide a copy of such Additional
Closing Store List to counsel to the Committee and the Ad Hoc Noteholder Group. The Ad Hoc
Noteholder Group shall have the right to object to such notice in accordance with formal or
informal procedures that are acceptable to the Debtors and the Ad Hoc Noteholder Group and no
such store shall be listed on such Additional Closing Store List if the Ad Hoc Noteholder Group
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or the advisors to the Ad Hoc Noteholder Group inform the Debtors in writing within the Ad Hoc
Noteholder Group Review Period that it objects to the inclusion of such store on the Additional
Closing Store List.
4. The Additional Closing Store Landlords and any other interested parties shall have
seven (7) days after filing of the applicable Additional Closing Store List with the Court to object
to the application of this Order to their stores. If no timely objections are filed with respect to the
application of the Order to an Additional Closing Store, then the Debtors should be authorized,
pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code, to proceed with
conducting the Store Closing Sales at the Additional Closing Stores in accordance with this Order,
the Store Closing Procedures, and the Master Consulting Agreement. If any objections are filed
with respect to the application of the Order to an Additional Closing Store, and such objections
are not resolved, the objections and the application of the Order to the Additional Closing Store
will be considered by the Court, subject to the rights of any party to seek relief on an emergency
basis on shortened notice to the extent necessary.
5. The Store Closing Procedures, which are attached hereto as Exhibit 1, are
reasonable and appropriate and are approved in their entirety.
6. The Debtors are authorized to (a) immediately conduct Store Closing Sales and (b)
discontinue operations at the Closing Stores, in each case, in accordance with this Order, the Store
Closing Procedures, and the Master Consulting Agreement. The Debtors will maintain insurance
coverage at each of the Closing Stores as required by the applicable leases.
7. The Debtors and/or the Consultant are authorized to abandon certain Store Closing
Assets remaining at the Closing Stores, the holding or sale of which, in the Debtors’ discretion,
would result in a net loss to their estates. Any and all FF&E remaining at the Closing Stores on
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the effective date of rejection of the applicable leases of non-residential real property shall be
deemed abandoned pursuant to section 554 of the Bankruptcy Code, free and clear of all liens,
claims, encumbrances, or interests. As of the effective date of rejection of the applicable leases of
non-residential real property, the landlords for such Closing Stores may, in their sole discretion
and without further notice to any party or order of the Court, utilize and/or dispose of such
abandoned FF&E without further notice or liability to the Debtors or third parties and, to the extent
applicable, the automatic stay is modified to allow such disposition. The rights of the
counterparties to any such rejected leases for Closing Stores to assert claims for the disposition of
such abandoned FF&E are reserved, as are all parties’ rights to object to such claims.
8. Notwithstanding any other provision of this Order, (a) the Debtors are not
authorized to abandon, and are directed to remove, any hazardous materials as defined under
applicable law from any leased premises as and to the extent they are required to do so by
applicable law and (b) to the extent the Debtors seek to abandon personal property that contains
any “personally identifiable information,” as that term is defined in section 101(41A) of the
Bankruptcy Code, or other personal and/or confidential information about the Debtors’ employees,
customers, and/or any other individual, the Debtors shall remove such personal and/or confidential
information from such personal property before abandonment.
9. All entities that are presently in possession of some or all of the Merchandise or
FF&E in which the Debtors hold an interest that are or may be subject to the Master Consulting
Agreement or this Order hereby are directed to surrender possession of such Merchandise or FF&E
to the Debtors or the Consultant. The Debtors shall serve a copy of this Order on any party alleged
to be in possession of Merchandise or FF&E.
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10. Neither the Debtors nor the Consultant, nor any of their officers, employees, or
agents, shall be required to obtain the approval of any third party, including (without limitation)
any Governmental Unit (as defined under section 101(27) of the Bankruptcy Code) or landlord, to
conduct the Store Closing Sales and to take the related actions authorized herein.
11. All newspapers and other advertising media in which the Store Closing Sales may
be advertised and all landlords are directed to accept this Order as binding authority to authorize
the Debtors and the Consultant to conduct the Store Closing Sales and the sale of Merchandise and
FF&E pursuant to the Master Consulting Agreement, including, without limitation, to conduct and
advertise the sale of Merchandise and FF&E in the manner contemplated by and in accordance
with this Order, the Store Closing Procedures, and the Master Consulting Agreement.
12. Provided that the Sales are conducted in accordance with the terms of this Order,
the Master Consulting Agreement, and the Store Closing Procedures, the Debtors and the
Consultant shall be presumed to be in compliance with any Liquidation Sale Laws and are
authorized to conduct the Sales in accordance with the terms of this Order and the Store Closing
Procedures without the necessity of further showing compliance with any such Liquidation Sale
Laws. To the extent that the Store Closing Sales or actions taken in order to effectuate the Store
Closing Sales are subject to Liquidation Sale Laws, the following procedures shall apply and are
deemed fair, reasonable, and compliant with applicable law:
a. Provided that any Store Closing Sale is conducted in accordance with this
Order and the Store Closing Procedures, the Debtors, the Consultant, and
the Debtors’ landlords shall be deemed to be in compliance with any
requirements of all county, parish, or municipal or other local government
and state requirements governing the conduct of a Store Closing Sale with
respect to the Store Closing Assets, including, but not limited to, local
statutes, regulations, and ordinances establishing licensing or permitting
requirements, waiting periods or time limits, or bulk sale restrictions that
would otherwise apply to the Store Closing Sale and sales of the Store
Closing Assets of any state or local Governmental Unit (as defined in
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Bankruptcy Code section 101(27); provided that the Liquidation Sale Laws
shall be deemed not to include any public health or safety laws of any state
(collectively, “Safety Laws”), and the Debtors and the Consultant shall
continue to be required to comply, as applicable, with such Safety Laws as
well as criminal, tax, labor, employment, environmental, antitrust, fair
competition, traffic, and consumer protection laws (collectively, “General
Laws”), subject to any applicable provision of the Bankruptcy Code and
federal law, and nothing in this Order shall be deemed to bar Governmental
Units (as defined in section 101(27) of the Bankruptcy Code) or public
officials from enforcing Safety Laws or General Laws.
b. Within three (3) business days after entry of this Order, the Debtors will
serve by first-class mail copies of this Order, the Master Consulting
Agreement, and the Store Closing Procedures on the following: (a) the
Attorney General’s office for each state where the Store Closing Sale is
being held; (b) the county consumer protection agency or similar agency for
each county where the Store Closing Sale is being held; (c) the division of
consumer protection for each state where the Store Closing Sale is being
held; and (d) the landlords for the Closing Stores (collectively, the “Dispute
Notice Parties”).
c. With respect to any Additional Closing Stores, within three (3) business
days after filing any Additional Closing Store List with the Bankruptcy
Court, the Debtors will serve by first-class mail copies of the Order, the
Master Consulting Agreement, and the Store Closing Procedures on the
Dispute Notice Parties.
d. To the extent that there is a dispute arising from or relating to the Store
Closing Sale, this Order, the Master Consulting Agreement, or the Store
Closing Procedures, which dispute relates to any Liquidation Sale Laws (a
“Reserved Dispute”), the Bankruptcy Court shall retain exclusive
jurisdiction to resolve the Reserved Dispute. Any time within 10 days
following entry of this Order or service of an Additional Closing Store List,
as applicable, any Governmental Unit may assert that a Reserved Dispute
exists by sending a notice explaining the nature of the dispute to: (i) on
behalf of Party City Corporation, 100 Tice Boulevard, Woodcliff Lake, NJ
07677, Attn: Ian Heller, and Paul, Weiss, Rifkind, Wharton & Garrison
LLP, 1285 Avenue of the Americas, New York, NY 10019, Attn: Kenneth
S. Ziman, Michael Turkel, and Grace C. Hotz; (ii) on behalf of Gordon
Brothers Retail Partners, LLC, Prudential Tower, 800 Boylston Street, 27th
Floor, Boston, MA 02199, Attn: David Braun, and Riemer & Braunstein
LLP, Times Square Tower, Seven Times Square, Suite 2506, New York,
NY 10036, Attn: Steven E. Fox; and (iii) the landlord for the applicable
Closing Store. If the Debtors and the Governmental Unit are unable to
resolve the Reserved Dispute within 15 days after service of the notice, the
Governmental Unit may file a motion with the Bankruptcy Court requesting
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that the Bankruptcy Court resolve the Reserved Dispute (a “Dispute

Resolution Motion”).
e. In the event that a Dispute Resolution Motion is filed, nothing in the Order
shall preclude the Debtors, a landlord, or any other interested party from
asserting that (i) the provisions of any Liquidation Sale Laws are preempted
by the Bankruptcy Code or (ii) neither the terms of the Order nor the
conduct of the Debtors pursuant to the Order violates such Liquidation Sale
Laws. Filing a Dispute Resolution Motion as set forth herein shall not be
deemed to affect the finality of the Order or to limit or interfere with the
Debtors’ or the Consultant’s ability to conduct or to continue to conduct the
Sale pursuant to the Order absent further order of the Bankruptcy Court.
Upon the entry of the Order, the Bankruptcy Court grants authority for the
Debtors and the Consultant to conduct the Store Closing Sale pursuant to
the terms of the Order, the Master Consulting Agreement, and the Store
Closing Procedures and to take all actions reasonably related thereto or
arising in connection therewith. The Governmental Unit will be entitled to
assert any jurisdictional, procedural, or substantive arguments it wishes
with respect to the requirements of its Liquidation Sale Laws or the lack of
any preemption of such Liquidation Sale Laws by the Bankruptcy Code.
Nothing in the Order will constitute a ruling with respect to any issues to be
raised in any Dispute Resolution Motion.
f. If, at any time, a dispute arises between the Debtors and/or the Consultant
and a Governmental Unit as to whether a particular law is a Liquidation Sale
Law, and subject to any provisions contained in the Order related to the
Liquidation Sale Laws, then any party to that dispute may utilize the
provisions herein by serving a notice to the other party and proceeding
thereunder in accordance with those paragraphs. Any determination with
respect to whether a particular law is a Liquidation Sale Law shall be made
de novo.
13. To the extent the Debtors are subject to any state Fast Pay Laws in connection with
the Closing Store closures, the Debtors shall be presumed to be in compliance with such laws to
the extent, in applicable states, such payroll payments are made by the later of: (a) the Debtors’
next regularly scheduled payroll and (b) seven (7) calendar days following the termination date of
the relevant employee, and in all such cases consistent with, and subject to, any previous orders of
this Court regarding payment of same.
14. Except as expressly provided in the Master Consulting Agreement, the Store
Closing Sales, including the sale of the Merchandise and FF&E, shall be conducted by the Debtors
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and the Consultant notwithstanding any restrictive provision of any lease, sublease, restrictive
covenant, or other agreement relative to occupancy affecting or purporting to restrict the conduct
of the Closing Store closures or the Store Closing Sales (including the sale of the Merchandise and
FF&E), the rejection of leases, abandonment of assets, or “going dark” provisions. Breach of any
such provisions in these chapter 11 cases in conjunction with the Closing Store closures or the
Store Closing Sales shall not constitute a default under a lease or provide a basis to terminate the
lease; provided that the Closing Store closures and Store Closing Sales are conducted in
accordance with the terms of this Order, any Side Letters (as defined herein), and the Store Closing
Procedures. The Debtors and/or Consultant and landlords of the Closing Stores are authorized to
enter into agreements between themselves (the “Side Letters”) modifying the Store Closing
Procedures without further order of the Court, and such Side Letters shall be binding as among the
Debtors and Consultant and any such landlords; provided that nothing in such Side Letters affects
the provisions of this Order other than with respect to the conduct of the Store Closing Sales, for
which the terms of such Side Letter shall control. In the event of a dispute between the Debtors
or Consultant and a landlord regarding the terms of a Side Letter, either the Debtors, Consultant,
or the landlord may seek an emergency hearing before this Court on no less than three (3) business
days’ notice, unless the parties agree to a hearing on shorter notice, subject to the Court’s
availability.
15. Pursuant to section 363(f) of the Bankruptcy Code, the Consultant, on behalf of the
Debtors, is authorized to sell the Store Closing Assets, and all sales of Store Closing Assets,
whether by the Consultant or the Debtors, shall be free and clear of any and all liens, claims,
encumbrances, and other interests; provided, however, that any such liens, claims, encumbrances,
and other interests shall attach to the proceeds of the sale of the Store Closing Assets with the same
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validity, in the amount, with the same priority as, and to the same extent that any such liens, claims,
and encumbrances have with respect to the Store Closing Assets, subject to any claims and
defenses that the Debtors may possess with respect thereto and the Consultant’s fees and expenses
(as provided in the Master Consulting Agreement).
16. All sales of Store Closing Assets shall be “as is” and final. Returns related to the
purchase of Store Closing Assets shall not be accepted at stores that are not participating in the
Store Closing Sales; provided that the Consultant shall accept return of any goods that contain a
defect which the lay consumer could not reasonably determine was defective by visual inspection
prior to purchase for a full refund, provided that the consumer must return the merchandise within
the time period proscribed by the Debtors’ return policy that was in effect when the merchandise
was purchased, the consumer must provide a receipt, and the asserted defect must in fact be a
“latent” defect.
17. Except as expressly provided for herein or in the Store Closing Procedures, no
person or entity, including, but not limited to, any landlord, licensor, service provider, utility
provider, or creditor, shall take any action to directly or indirectly prevent, interfere with, or
otherwise hinder consummation of the Sales, the sale of Merchandise or FF&E, the advertising
and promotion of such sales, or the Store Closing Sales. These persons or entities are also hereby
barred from instituting any action or proceeding in any court (other than in this Court) or
administrative body seeking an order or judgment against, among others, the Debtors, the
Consultant, or the landlords at the closing locations that might in any way directly or indirectly
obstruct or otherwise interfere with or adversely affect the conduct of the Store Closing Sales, the
sale of the Merchandise or FF&E, the advertising and promotion of such sales, the Store Closing
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Sales, and/or seek to recover damages for breach(es) of covenants or provisions in any lease,
sublease, license, or contract based upon any relief authorized herein.
18. Neither the Store Closing Procedures, Master Consulting Agreement, nor this Order
authorize the Debtors to lease, sell, or otherwise transfer to the Consultant or any other party the
personal identifying information of any customers, unless such lease, sale, or transfer is permitted
by the Debtors’ privacy policy and state or federal privacy and/or identity theft prevention laws
and rules. The foregoing shall not limit the Consultant’s use of the Debtors’ customer lists and
mailing lists in accordance with the Master Consulting Agreement solely for purposes of
advertising and promoting the Store Closing Sales.
19. The Debtors shall remove or cause to be removed any confidential and/or personal
identifying information in any of the Debtors hardware, software, computers, or cash registers or
similar equipment which are to be sold or abandoned so as to render it unreadable or
undecipherable. At the conclusion of the Sales, the Consultant shall provide the Debtors with
written verification that the Consultant has not removed, copied, or transferred any customer
personal identifying information and that any records containing such were shredded, erased, or
otherwise modified to render it unreadable or undecipherable.
20. The tax liens of the Texas Taxing Entities listed on Exhibit 3 hereto, if any, whether
for prepetition or postpetition taxes, shall attach to the proceeds of the sale of any of the Debtors’
assets in connection with any store closings contemplated by the Motion located within the
jurisdiction of the applicable Texas Taxing Entity to the same extent and with the same priority as
such tax liens attached to such assets immediately prior to the closing of such sale, and the Debtors
shall not make any payments of principal to the DIP Agent or to the DIP Lenders (each as defined
in the DIP Order (as defined herein)) from the proceeds from any such sale of any such assets
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subject to a valid, first priority lien of any Texas Taxing Entity without first establishing a reserve
for any such tax liens (in an amount not to exceed the amount of any obligations secured by the
purported tax liens and to be agreed upon by the Debtors and the applicable Texas Taxing Entity
(in consultation with the Ad Hoc Noteholder Group), or otherwise ordered by the Court). The
rights of any party to contest the validity, priority, or enforceability of any purported lien of any
Texas Taxing Entity are reserved.
21. Notwithstanding anything to the contrary in this Order, the Debtors and the
Consultant are not authorized to, and shall not, abandon equipment provided by Comcast Cable
Communications Management, LLC and its affiliates (collectively, “Comcast”) but excluding any
inside wiring located in the Debtors’ leased premises (the “Comcast Equipment”). For clarity, the
wiring will be subject to abandonment in accordance with this Order and the wiring shall not be
removed by Comcast or the Debtors or the Consultant. The Debtors shall use commercially
reasonable efforts to return Comcast Equipment in the Debtors’ leased premises prior to any
applicable effective date of rejection of any lease for such leased premises in accordance with their
valid agreements with Comcast. Nothing herein shall alter, amend, modify, or waive Comcast’s
rights and remedies under its valid agreements with the Debtors, all of which rights are expressly
preserved.
22. The entry of this Order is in the best interests of the Debtors and their estates,
creditors, and all other parties in interest.
23. To the extent of any conflict between this Order, the Store Closing Procedures, and
the Master Consulting Agreement, the terms of this Order shall control over all other documents
and the Store Closing Procedures shall control over the Master Consulting Agreement. To the
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extent of any conflict between the Store Closing Procedures, the Master Consulting Agreement,
this Order, and any Side Letter, the terms of such Side Letter shall control.
24. Notwithstanding the relief granted in this Order, any payment made or to be made
by the Debtors pursuant to the authority granted herein, and any relief or authorization granted
herein, shall be subject to and in compliance with each interim and final order entered by the Court
in respect of the Debtors’ Emergency Motion for Entry of Interim and Final Orders (I) Authorizing
the Debtors to (A) Obtain Postpetition Financing, (B) Use Cash Collateral, and (C) Grant Liens
and Provide Superpriority Administrative Expense Claims, (II) Granting Adequate Protection to
Certain Prepetition Lenders, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing,
and (V) Granting Related Relief [Docket No. 10] (collectively, such interim and final orders, the
“DIP Order”), including compliance with any budget or cash flow forecast in connection therewith
and any other terms and conditions thereof. Nothing herein is intended to modify, alter, or waive,
in any way, any terms, provisions, requirements, or restrictions of the DIP Order. To the extent
there is any inconsistency between the terms of the DIP Order and the terms of this Order or any
action taken or proposed to be taken hereunder, the terms of the DIP Order shall control.
25. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).
26. Notice of the Motion as provided therein is hereby deemed good and sufficient
notice of such Motion, and the requirements of Bankruptcy Rule 6004(a) and the Bankruptcy Local
Rules are satisfied by such notice.
27. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order
are immediately effective and enforceable upon its entry.
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28. The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Order in accordance with the Motion, the Store Closing Procedures, and the Master
Consulting Agreement.
29. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Order.
Houston, Texas
Dated:Signed: February
___________, 14, 2023.
2023
____________________________________
DAVID R. JONES
DAVID R. JONES
UNITED STATES BANKRUPTCY JUDGE
UNITED STATES BANKRUPTCY JUDGE
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Exhibit 1
Store Closing Procedures1
1
Capitalized terms used but not defined in these Store Closing Procedures have the meanings given to them in the
Order, to which these Store Closing Procedures are attached as Exhibit 1, or the Motion, as applicable.
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1. The Store Closing Sales will be conducted during normal business hours or such
hours as otherwise permitted by the applicable unexpired lease.
2. The Store Closing Sales will be conducted in accordance with applicable state and
local “Blue Laws,” and thus, where such a law is applicable, no Store Closing Sales will be
conducted on Sunday unless the Debtors have been operating such stores on Sundays.
3. On “shopping center” property, neither the Debtors nor the Consultant shall
distribute handbills, leaflets, or other written materials to customers outside of any Closing Stores’
premises, unless permitted by the applicable lease or if distribution is customary in the “shopping
center” in which such Closing Store is located; provided that the Debtors and the Consultant may
solicit customers in the Closing Stores themselves. On “shopping center” property, neither the
Debtors nor the Consultant shall use any flashing lights or amplified sound to advertise the Store
Closing Sales or solicit customers, except as permitted under the applicable lease or agreed in
writing by the landlord.
4. At the conclusion of the Sale, the Consultant shall vacate the Closing Stores in
broom clean condition; provided that the Consultant may leave in place and without further
responsibility or liability of any kind any furniture, fixtures, and equipment (including, but not
limited to, machinery, rolling stock, office equipment and personal property, and conveyor systems
and racking) (collectively, “FF&E”) not sold in the Sale at the conclusion of the Sale, without cost
or liability of any kind to Consultant. For the avoidance of doubt, as of the conclusion of the Sale
or the vacate date, as applicable, the Consultant may leave in place and without further
responsibility or liability of any kind, any FF&E.
5. The Debtors and the Consultant shall have the right to use and sell the FF&E. The
Debtors and the Consultant may advertise the sale of the FF&E in a manner consistent with these
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Store Closing Procedures. The purchasers of any FF&E sold during the Store Closing Sales shall
be permitted to remove the FF&E either through the back or alternative shipping areas at any time,
or through other areas after Closing Store business hours; provided, however, that the foregoing
shall not apply to de minimis FF&E sales made whereby the item can be carried out of the Closing
Store in a shopping bag.
6. The Debtors and the Consultant may, but are not required to, advertise all of the
Store Closing Sales as “store closing,” “sale on everything,” “everything must go,” or similarly
themed sales. The Debtors and the Consultant may also have a “countdown to closing” sign
prominently displayed in a manner consistent with these Store Closing Procedures.
7. The Consultant shall be entitled to include Additional Consultant Goods (as defined
in the Master Consulting Agreement) in the Sale in accordance with the terms of the Master
Consulting Agreement.
8. The Debtors and the Consultant shall be permitted to utilize sign walkers, display,
hanging signs, and interior banners in connection with the Store Closing Sales; provided that such
sign walkers, display, hanging signs, and interior banners shall be professionally produced and
hung in a professional manner. Neither the Debtors nor the Consultant shall use neon or “day-glo”
on its sign walkers, display, hanging signs, or interior banners if prohibited by the applicable lease
or applicable law. Furthermore, with respect to enclosed mall locations, no exterior signs or signs
in common areas of a mall shall be used unless otherwise expressly permitted in these Store
Closing Procedures. In addition, the Debtors and the Consultant shall be permitted to utilize
exterior banners at (a) non-enclosed mall Closing Stores and (b) enclosed mall Closing Stores to
the extent the entrance to the applicable Closing Store does not require entry into the enclosed mall
common area; provided, however, that such banners shall be located or hung so as to make clear
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that the Store Closing is being conducted only at the affected Closing Store, and shall not be wider
than the storefront of the Closing Store. In addition, the Debtors and the Consultant shall be
permitted to utilize sign walkers in a safe and professional manner. The Debtors and the
Consultant shall also be permitted to use 4’x40’ exterior banners, A-frames, feather flags, and
banners listing “building for sale” with contact information. Nothing contained in these Store
Closing Procedures shall be construed to create or impose upon the Debtors or the Consultant any
additional restrictions not contained in the applicable lease agreement.
9. Neither the Debtors nor the Consultant shall make any alterations to the storefront,
roof, or exterior walls of any Closing Stores or shopping centers, or to interior or exterior store
lighting, except with respect to the hanging of exterior banners or as authorized by the applicable
lease. The hanging of in-store signage shall not constitute an alteration to a Closing Store.
10. Affected landlords will have the ability to negotiate with the Debtors, or at the
Debtors’ direction, the Consultant, any particular modifications to the Store Closing Procedures.
The Debtors and the landlord of any Closing Store are authorized to enter into Side Letters without
further order of the Court; provided that such agreements do not have a material adverse effect on
the Debtors or their estates.
11. Conspicuous signs will be posted in each of the affected stores to the effect that all
sales are “final.”
12. The Debtors will keep store premises and surrounding areas clear and orderly,
consistent with past practices.
13. An unexpired non-residential real property lease will not be deemed rejected by
reason of a Store Closing or the adoption of these Store Closing Procedures.
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14. The rights of landlords against the Debtors for any damages to a Closing Store shall
be reserved in accordance with the provisions of the applicable lease; provided that (a) closed
stores shall be surrendered in as-is condition and (b) to the extent certain leases of closed stores
require written confirmation of receipt of a key to effectuate surrender, this requirement is waived.
15. If and to the extent that the landlord of any Closing Store contends that the Debtors
or the Consultant are in breach of or default under these Store Closing Procedures, such landlord
shall provide at least five days’ written notice, served by email or overnight delivery, on:
If to the Debtors:
Party City Corporation

100 Tice Boulevard
Woodcliff Lake, NJ 07677
Attn: Ian Heller, General Counsel
with copies (which shall not constitute notice) to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas
New York, NY 10019
Attn: Kenneth Ziman, Michael Turkel, and Grace Hotz
- and -
Porter Hedges LLP

1000 Main Street, 36th Floor
Houston, TX 77002
Attn: John Higgins, Shane Johnson, and Megan Young-John
If to the Consultant:
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Gordon Brothers Retail Partners, LLC

Prudential Tower
800 Boylston Street
Boston, MA 02119
Attn: Rick Edwards, President
David Braun, Senior Corporate Counsel
Email: redwards@gordonbrothers.com
dbraun@gordonbrothers.com
with copies (which shall not constitute notice) to:
Riemer & Braunstein LLP

Times Square Tower
Seven Times Square, Suite 2506
New York, New York 10036
Attn: Steven E. Fox
Email: sfox@riemerlaw.com
16. If the parties are unable to resolve the dispute, either the landlord or the Debtors
shall have the right to schedule an emergency hearing before the Court on no less than three (3)
business days’ notice, unless the parties agree to a hearing on shorter notice, subject to the Court’s
availability.
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Exhibit 2
Phase 1 Closing Stores

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Store Landlord Contact

Address Landlord
Number Information
c/o ACHS Management LLC

1412 Broadway, 3rd Fl.
New York, NY 10018
301 W 125th St. Attn: Alex Adjmi
848 New York, NY 10027 301-303 West 125 LLC alex@achsny.com
c/o Regency Centers

One Independent Dr., Ste. 114
Broadway Plaza Jacksonville, FL 32202
171 W 230th St. Equity One (Northeast Attn: Ernst Bell
881 Bronx, New York 10463 Portfolio), LLC ernstbell@regencycenters.com
c/o Craig Realty Group

East Hills Shopping Center 4100 MacArthur Blvd., Ste. 100
3702 Frederick Ave., Ste. Newport Beach, CA 92660
L12 Attn: Steven L. Craig
910 St. Joseph, MO 64506 East Hills Properties steve@craigrealtygroup.com
3139 N Lincoln Ave., Ste. 212

Jackson Crossing Chicago, IL 60657
1510 N West Ave. Attn: Anthony Solomon
929 Jackson, MI 49202 Jackson GS LLC anthonyjsolomon@gmail.com
c/o Hakimi Capital Group

150 Great Neck Rd., Ste. 304
4047 24th Ave. Great Neck, NY 11021
978 Ft. Gratiot, MI 48059 Fort Gratiot LLC jason@hakimicapgroup.com
263 White Oak Dr.

Martinsburg Mall Martinsburg Beckley, WV 25801
800 Foxcroft Ave. Development Partners, Attn: Jared Decker
982 Martinsburg, WV 25401 LLC rgardner@pdcmalls.com
P.O. Box 1583

Circle 9 Shopping Center Corvallis, OR 97339
944 NW Circle Blvd. Attn: Darren Dickerhoof
984 Corvallis, OR 97330 Keizer Enterprises, LLC darren@dickerhoof.com
3335 N Hwy 63
Belton Gateway West Plains, MO 65775
541 East Markey Pkwy. Rick Hoover Properties Attn: Rick Hoover
986 Belton, MO 64012 LLC hoover04@hotmail.com
3801 NW Cache Rd., Ste. 200

Cache Road Square Lawton, OK 73505
3801 NW Cache Rd., 19B Attn: Brian Booker
1157 Lawton, OK 73505 Cache Road Square, LP bookerbrian@gmail.com
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Store Landlord Contact

Address Landlord
Number Information
c/o Benderson Development
Boulevard Consumer 7978 Cooper Creek Blvd., Ste. 100
Square University Park, FL 34201
4090 Maple Rd. Attn: Eric Recoon
1222 Buffalo, NY 14226 AGATE-93, LLC ericrecoon@benderson.com
415 Park Ave.

Culver Ridge Plaza Rochester, NY 14607
2255 E Ridge Rd. Irondequoit TK Owner Attn: Michael Smith
5224 Irondequoit, NY 14622 LLC michael@LLDEnterprises.com
38500 Woodward Ave., Ste. 200

Fairplain Plaza Bloomfield Hills, MI 48304
1040 Fairplain Dr. Lormax Stern Fairplain Attn: Andrew Luckoff
5234 Benton Harbor, MI 49022 LLC alukoff@lormaxstern.com
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Exhibit 3
Texas Taxing Entities

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Alief Independent School District
Alvin Community College
Alvin Independent School District
Bexar County
Brazoria Country Special Road & Bridge
Brazoria County Drainage District 4
Brazoria County
Burleson ISD
Cameron County
Carrollton-Farmers Branch ISD
Champions Municipal Utility District
City Lake Worth
City of Garland
City of Tomball
Clear Creek Independent School District
Cypress-Fairbanks ISD
Dallas County
Ector CAD
City of El Paso
Fallbrook Utility District
Fort Bend County
Fort Bend County Levee Improvement District #12
Fort Bend County Levee Improvement District #2
Fort Bend County Municipal Utility District # 50
Fort Bend Independent School District

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City of Frisco
Frisco ISD
Galena Park Independent School District
Galveston County
Garland ISD
Grapevine-Colleyville ISD
Gregg County
Harris County
Harris County Municipal Utility District # 358
Harris County Municipal Utility District #132
Harris County Water Control And Improvement District #155
Hidalgo County
Humble Independent School District
Irving ISD
Jefferson County
Klein Independent School District
Lewisville ISD
Lubbock Central Appraisal District
City of McAllen
McLennan County
City of Mesquite
Midland County
Montgomery County
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Nueces County
Pasadena Independent School District
Pearland Municipal Management
Plano ISD
Randall County Tax Office
Richardson ISD
Rockwall CAD
Smith County
Tarrant County
Tomball Independent School District
Tom Green CAD
Tyler Independent School District
Valley Ranch Town Center Management District
West Harris County Municipal District #6
Wichita County
Wichita Falls City
Wichita Falls ISD
3
Dated as of January 31, 2023
To: Party City Corporation

100 Tice Boulevard
From: Gordon Brothers Retail Partners, LLC

800 Boylston Street, 27th Floor
Boston, MA 02199
Re: Consulting Agreement
Ladies and Gentlemen:
This letter shall serve as the amended and restated agreement (this “Agreement”) 1 of Gordon
Brothers Retail Partners, LLC (“Consultant”) and Party City Corporation and its subsidiaries
(collectively, “Merchant” and together with Consultant, the “Parties”) pursuant to which
Consultant shall serve as the exclusive consultant to Merchant to conduct a “store closing,”
“everything must go,” “sale on everything,” and other mutually-agreed upon themed sale (and,
solely upon entry of the Approval Order (as defined herein) and subject to the terms thereof, a
“going out of business” sale) (the “Sale”) at Merchant’s retail stores as identified pursuant to
Section 2 below (each, a “Store” and collectively, the “Stores”), subject to the terms and conditions
set forth herein.
1. RETENTION
(A) Merchant hereby retains Consultant as its exclusive, independent consultant to conduct
the Sale at the Stores during the Sale Term, and in connection therewith, Consultant shall,
throughout the Sale Term:
(i) Recommend appropriate discounting to effectively sell all of the goods located at
the Stores as of the Sale Commencement Date or thereafter delivered to the Stores
with the mutual agreement of the Parties (including without limitation, Additional
Consultant Goods) in accordance with a “store closing,” “everything must go,”
“sale on everything,” or other mutually agreed-upon themed sale, and recommend
appropriate point-of-purchase, point-of-sale, and other internal and external
1
This Agreement shall amend and restate and supersede in its entirety the agreement between the Parties
entitled Store Closing Program – Master Consulting Agreement dated as of February 11, 2019.
advertising in connection therewith;
(ii) Provide qualified supervision to oversee the conduct of the Sale;
(iii) Maintain focused and constant communication with Store-level employees and
managers to keep them abreast of strategy and timing and to properly effect Store-
level communication by Merchant’s employees to customers and others about the
Sale;
(iv) Establish and monitor accounting functions for the Sale, including evaluation of
sales of Merchant’s goods located at the Stores by category, sales reporting and
expense monitoring;
(v) Recommend loss prevention strategies;
(vi) Coordinate with Merchant so that the operation of the Stores is being properly
maintained including ongoing customer service and housekeeping activities;
(vii) Recommend appropriate staffing levels for the Stores and appropriate bonus and/or
incentive programs (to be funded by Merchant) for Store employees;
(viii) Recommend appropriate internal and external advertising; and
(ix) Advise Merchant with respect to the legal requirements of affecting the Sale as a
“store closing” or other mutually agreed upon theme in compliance with applicable
state and local “going out of business” laws. In connection with such obligation,
Consultant will (i) advise Merchant of the applicable waiting period under such
laws, and/or (ii) prepare (in Merchant’s name and for Merchant’s signature) all
permitting paperwork as may be necessary under such laws, deliver all such
paperwork to Merchant, and file, on behalf of Merchant, all such paperwork where
necessary, and/or (iii) advise where permitting paperwork and/or waiting periods
do not apply.
2. SALE TERM; VACATING STORES
(A) Attached as Schedule 1 is a form of Statement of Work (a “SOW”), which Merchant and
Consultant shall complete and execute in connection with each “wave” of Stores that Merchant
wishes to close pursuant to this Agreement (each, a “Wave”). The list of Stores to be closed
in each Wave shall be identified on Exhibit A to a SOW. The term “Sale Term” with respect
to each Wave shall commence on or about the start date set forth on its respective SOW (each,
a “Sale Commencement Date”) and shall end no later than the end date set forth on its
respective SOW (each, a “Sale Termination Date”); provided, however, that Consultant and
Merchant may mutually agree upon an earlier or later “Sale Commencement Date” or “Sale
Termination Date” with respect to any one or more Stores (on a Store-by-Store basis) within
such Wave. Following commencement of the Bankruptcy Cases (defined below), Merchant
has or will obtain landlord consent to extend the statutory rejection deadline applicable for
each occupancy agreement governing for each of the Stores until at least the Sale Termination
2
Date.
(B) Upon the conclusion of the Sale Term at each Store, Consultant shall leave such Store in
broom clean condition, subject to Consultant’s right pursuant to Section 6 below to abandon
in a neat and orderly manner all unsold Offered FF&E and Retained FF&E.
3. EXPENSES
(A) All expenses incident to the conduct of the Sale and the operation of the Stores during the
Sale Term, including without limitation all Consultant Controlled Expenses and all other store-
level and corporate expenses associated with the Sale, shall be borne by Merchant; except
solely for any of the specifically enumerated “Consultant Controlled Expenses” that exceed
the aggregate budgeted amount (as provided in Section 3(B) below) for such Consultant
Controlled Expenses.
(B) Attached to each SOW as Exhibit B shall be an expense budget for the expenses
associated with the applicable Wave, including without limitation any pre-approved supervisor
costs, advertising expenses, signage costs, travel expenses and miscellaneous expenses
(collectively, the “Consultant Controlled Expenses”). Consultant will advance funds for the
Consultant Controlled Expenses and Merchant shall reimburse Consultant therefor (up to the
aggregate budgeted amount) in connection with each weekly reconciliation contemplated by
Section 5(B) upon presentation of reasonable documentation for such actually-incurred
expenses pursuant to Merchant’s then-existing expense policy. In addition to, and not as part
of, reimbursement for any Consultant Controlled Expenses, Merchant shall also reimburse
Consultant for its reasonable and documented legal fees and expenses incurred in connection
with this Agreement and the Sale.
(C) The parties may from time to time, including through email correspondence, mutually
agree in writing to amend the budget of Consultant Controlled Expenses based upon
circumstances of the Sale.
(D) Consultant will provide Merchant with bi-weekly reporting on expenses incurred, an
expense forecast and any variances to the initial budget.
4. CONSULTANT COMPENSATION
(A) Definitions. As used herein, the following terms shall have the following meanings:
(i) “Cost Value” means, with respect to each item of Merchandise sold, the lower of
(1) the lowest per unit vendor cost for such Merchandise in the File or in
Merchant’s books and records, maintained in the ordinary course consistent with
historic practices; or (2) the Retail Price of such Merchandise.
(ii) “File” means any inventory file identified on a SOW or otherwise delivered to
Consultant in connection with its diligence in connection with the execution
thereof.
(iii) “Gross Proceeds” means the sum of the gross proceeds of all sales of Merchandise
3
(including as a result of the redemption of any gift card, gift certificate, or

merchandise credit) during the Sale Term, net only of sales taxes.
(iv) “Merchandise” shall mean all goods actually sold in the Stores during the Sale
Term, the aggregate amount of which shall be determined using the gross rings
inventory taking method.
(v) “Retail Price” means, with respect to each item of Merchandise, the lower of the
lowest ticketed, marked, shelf, stickered, hang-tag, or File price.
(B) Merchandise Fee. In consideration of its services hereunder, Merchant shall pay
Consultant a “Merchandise Fee” equal to one and one-half percent (1.5%) of Gross Proceeds.
(C) Gross Rings. For purposes of calculating Gross Proceeds and the Merchandise Fee, the
Parties shall use the “Gross Rings” method, wherein Consultant and Merchant shall jointly
keep (i) a strict count of gross register receipts less applicable sales taxes, and (ii) cash reports
of sales within each Store. Register receipts shall show for each item sold the Cost Value and
Retail Price (as reflected on Merchant's books and records) for such item, and the markdown
or other discount granted in connection with such sale. All such records and reports shall be
made available to Consultant and Merchant during regular business hours upon reasonable
notice.
(D) Monthly Payments. On a weekly basis in connection with each weekly reconciliation
contemplated by Section 5(B) below, Consultant shall invoice Merchant shall for each Wave
then being conducted, an amount equal to the Merchandise Fee payable on account of the prior
week’s sales in such Wave as an advance on account of the Merchandise Fee payable
thereunder, and any FF&E Commission earned during the prior week, which amount shall be
deemed fully earned when paid, subject only to a determination of the definitive amounts of
such fees in connection with the Final Reconciliation for each Wave. Merchant shall make the
payments set forth in this Section 4(D) within thirty (30) days following receipt of such invoice.
5. CONDUCT OF SALE; OTHER SALE MATTERS
(A) Merchant shall have control over the personnel in the Stores and shall handle the cash,
debit and charge card payments for all Merchandise in accordance with Merchant’s normal
cash management procedures, subject to Consultant’s right to audit any such items in the event
of a good faith dispute as to the amount thereof. Merchant (and not Consultant) shall be
responsible for ensuring that the Sale, and the operation of the Stores (before, during, and after
the Sale Term) shall be conducted in compliance with all applicable laws and regulations.
(B) The Parties will meet on each Wednesday during the Sale Term to review any Sale
matters reasonably requested by either party; and all amounts payable or reimbursable to
Consultant for the prior week (or the partial week in the case of the first and last weeks) shall
be reconciled and paid immediately thereafter. No later than thirty (30) days following the end
of the Sale in each Wave, the Parties shall complete a final reconciliation and settlement of all
amounts contemplated by this Agreement (the “Final Reconciliation”). Promptly upon
completing the Final Reconciliation, Merchant or Consultant, as applicable, shall pay any
4
additional amounts owed to the other Party hereunder.
(C) From time to time upon request, each Party shall prepare and deliver to the other Party
such other reports as either Party may reasonably request. Each Party shall, at all times during
the Sale Term and during the one (1) year period thereafter, provide the other with access to
all information, books and records relating to the Sale and this Agreement. All records and
reports shall be made available to Consultant and Merchant during regular business hours upon
reasonable notice.
(D) Merchant shall be solely responsible for computing, collecting, holding, reporting, and
paying all sales taxes associated with the sale of Merchandise during the Sale Term, and
Consultant shall have absolutely no responsibilities or liabilities therefor.
(E) Although Consultant shall undertake its obligations under this Agreement in a manner
designed to achieve the desired results of the Sale and to maximize the recovery to Merchant,
Merchant expressly acknowledges that Consultant is not guaranteeing the results of the Sale.
(F) Merchant acknowledges that (i) the Parties are not conducting an inventory of Merchant’s
goods located at the Stores; (ii) Consultant has made no independent assessment of the
beginning levels of such goods; and (iii) Consultant shall not bear any liability for shrink or
other loss to Merchant’s goods located at the Stores (including without limitation
Merchandise). Merchant may, at its election, conduct an inventory at some or all of the Stores
and Consultant agrees to cooperate with such inventory taking if and when done.
(G) All sales of Merchandise during the Sale Term shall be made in the name, and on behalf,
of Merchant subject to Consultant’s rights provided for elsewhere in this Agreement.
(H) All sales of Merchandise during the Sale Term shall be “final sales” and “as is,” and all
advertisements and sales receipts will reflect the same.
(I) Merchant shall be responsible for providing direction to and supplies for the Stores in
order to comply with federal, state and local COVID-19 related health and safety requirements,
and Consultant will assist with the implementation of such requirements at the Store; provided,
however, that Consultant shall not be responsible for the payment of nor liable for any fine,
injury, death, or damage caused by or related to COVID-19.
(J) Consultant shall, during the Sale Term at the Stores, cooperate with Merchant in respect
of Merchant’s procedures governing returns of goods otherwise sold by Merchant (e.g., not in
the Stores during the Sale Term).
(K) Merchant hereby permits the Sale to be, and shall ensure that the Sale otherwise may be,
advertised as a “store closing,” “everything must go,” “sale on everything” and such other
mutually agreed upon themed sale throughout the term of the Sale, as provided for by Section
1(a)(ix) above.
(L) Concurrently with the execution of, and as a condition to Consultant’s obligations under,
this Agreement, Merchant shall fund to Consultant any advance amount specified on a SOW
(the “Special Purpose Payment”) which shall be held by Consultant until the Final
5
Reconciliation for the last Wave hereunder (and Merchant shall not apply the Special Purpose
Payment to, or otherwise offset any portion of the Special Purpose Payment against, any
weekly reimbursement, payment of fees, or other amount owing to Consultant under this
Agreement prior to such Final Reconciliation). Without limiting any of Consultant’s other
rights, Consultant may apply the Special Purpose Payment to any unpaid obligation owing by
Merchant to Consultant under this Agreement. Any portion of the Special Purpose Payment
not used to pay amounts explicitly contemplated by this Agreement shall be returned to
Merchant within three days following the Final Reconciliation for the last Wave hereunder.
6. FF&E
(A) Promptly following the Sale Commencement Date for each Wave, Merchant shall inform
Consultant of those items of owned furnishings, trade fixtures, equipment, machinery, office
supplies, racking, rolling stock, any vehicles or other modes of transportation, and other
personal property (collectively, “FF&E”) located at the Stores included within such Wave
which are not to be sold (because Merchant does not have the right to sell such items, because
Merchant wishes to retain such items for itself or otherwise) (collectively, “Retained FF&E”).
(B) With respect to all FF&E located at the Stores as of the Sale Commencement Date which
is not Retained FF&E (collectively, the “Offered FF&E”), Consultant shall have the right to
sell such Offered FF&E in exchange for a fee equal to 15% of the gross sale proceeds of
Offered FF&E, net only of sales tax (the “FF&E Commission”)
(C) Merchant shall reimburse Consultant for its reasonable sale expenses associated with the
sale of the Offered FF&E, not to exceed the amount shown on an FF&E expense budget (which
shall be in addition to the Consultant Controlled Expenses budget), to be mutually and
reasonably agreed to by the parties promptly after Merchant identifies the Offered FF&E and
Retained FF&E for each Wave (“FF&E Expenses”).
(D) Consultant shall have the right to abandon any unsold Offered FF&E (and all Retained
FF&E) at the Stores at the conclusion of the applicable Sale Term without liability to Merchant
or any third party.
7. ADDITIONAL CONSULTANT GOODS
(A) In connection with the Sale, and subject to compliance with applicable law (except as
otherwise provided in any Approval Order), Consultant shall have the right, at Consultant’s
sole cost and expense, to supplement the Merchandise in the Sale with additional goods
procured by Consultant which are of like kind, and no lesser quality to the Merchandise in the
Sale (“Additional Consultant Goods”). The Additional Consultant Goods shall be purchased
by Consultant as part of the Sale, and delivered to the Stores at Consultant’s sole expense
(including labor, freight and insurance relative to shipping such Additional Consultant Goods
to the Stores). Sales of Additional Consultant Goods shall be run through Merchant’s cash
register systems; provided, however, that Consultant shall mark the Additional Consultant
Goods using either a “dummy” SKU or department number, or in such other manner so as to
distinguish the sale of Additional Consultant Goods from the sale of Merchandise. Consultant
and Merchant shall also cooperate so as to ensure that the Additional Consultant Goods are
6
marked in such a way that a reasonable consumer could identify the Additional Consultant
Goods as non-Merchant goods. Additionally, Consultant shall provide signage in the Stores
notifying customers that the Additional Consultant Goods have been included in the Sale.
Absent Merchant’s written consent, and Consultant’s agreement to reimburse Merchant for
any associated expenses, Consultant shall not use Merchant’s distribution centers for any
Additional Consultant Goods.
(B) Consultant shall pay to Merchant an amount equal to seven and a half percent (7.5%) of
the gross proceeds (excluding sales taxes) from the sale of the Additional Consultant Goods
(the “Additional Consultant Goods Fee”), and Consultant shall retain all remaining amounts
from the sale of the Additional Consultant Goods. Consultant shall pay Merchant its
Additional Consultant Goods Fee in connection with each weekly sale reconciliation with
respect to sales of Additional Consultant Goods sold by Consultant during the prior week in
each Wave (or at such other mutually agreed upon time).
(C) Consultant and Merchant intend that the transactions relating to the Additional Consultant
Goods are, and shall be construed as, a true consignment from Consultant to Merchant in all
respects and not a consignment for security purposes. Subject solely to Consultant’s
obligations to pay to Merchant the Additional Consultant Goods Fee, at all times and for all
purposes the Additional Consultant Goods and their proceeds shall be the exclusive property
of Consultant, and no other person or entity shall have any claim against any of the Additional
Consultant Goods or their proceeds. The Additional Consultant Goods shall at all times remain
subject to the exclusive control of Consultant.
(D) Merchant shall, at Consultant’s sole cost and expense, insure the Additional Consultant
Goods and, if required, promptly file any proofs of loss with regard to same with Merchant’s
insurers. Consultant shall be responsible for payment of any deductible (but only in relation to
the Additional Consultant Goods) under any such insurance in the event of any casualty
affecting the Additional Consultant Goods.
(E) Merchant acknowledges that the Additional Consultant Goods shall be consigned to
Merchant as a true consignment under Article 9 of the Uniform Commercial Code (the
“UCC”). Consultant is hereby granted a first-priority security interest in and lien upon (i) the
Additional Consultant Goods and (ii) the Additional Consultant Goods proceeds less the
Additional Consultant Goods Fee, and Consultant is hereby authorized to file UCC financing
statements and provide notifications to any prior secured parties.
8. INSURANCE; RISK OF LOSS
(A) During the Sale Term, (a) Merchant shall maintain (at its expense) insurance with respect
to the Merchandise in amounts and on such terms and conditions as are consistent with
Merchant’s ordinary course operations, (b) each of Merchant and Consultant shall maintain (at
each party’s respective expense) comprehensive auto liability for owned and non-owned autos
and general liability insurance covering injuries to persons and property in or in connection
with the Stores or as a result of the Sale, in such amounts as are reasonable and consistent with
its ordinary practices, for bodily injury, personal injury and/or property damage and (c) each
of Merchant and Consultant shall maintain statutory worker’s compensation coverage covering
7
its own employees. Each party shall be added as an additional insured on all such insurance
of the other party, all such insurance shall provide that it shall be non-cancelable and non-
changeable except after 30 days’ prior written notice to the other party, and each party shall
provide the other with certificates of all such insurance prior to the commencement of the Sale.
(B) Notwithstanding any other provision of this Agreement, Merchant and Consultant agree
that Consultant shall not be deemed to be in possession or control of the Stores or the
Merchandise or other assets located therein or associated therewith, or of Merchant's
employees located at the Stores; and Consultant does not assume any of Merchant's obligations
or liabilities with respect thereto.
(C) Notwithstanding any other provision of this Agreement, Merchant and Consultant agree
that Merchant shall bear all responsibility for liability claims (product liability and otherwise)
of customers, employees and other persons arising from events occurring at the Stores, and
Merchandise sold in the Stores, before, during and after the Sale Term.
9. INDEMNIFICATION
(A) Consultant shall indemnify and hold Merchant and its affiliates, and their respective
officers, directors, employees, consultants, and independent contractors (collectively,
“Merchant Indemnified Parties”) harmless from and against all claims, demands, penalties,
losses, liability or damage, including, without limitation, reasonable attorneys’ fees and
expenses, directly or indirectly asserted against, resulting from or related to:
(i) Consultant’s material breach of or failure to comply with any of its agreements,
covenants, representations or warranties contained herein or in any written agreement
entered into in connection herewith;
(ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of
any employees or agents of Merchant by Consultant, its affiliates or their respective
officers, directors, employees, agents, independent contractors or representatives
(including without limitation any supervisors);
(iii) any claims by any party engaged by Consultant as an employee or independent

contractor (including without limitation any non-Merchant employee supervisor)
arising out of such employment or engagement; or
(iv) the gross negligence, willful misconduct or unlawful acts of Consultant, its affiliates
or their respective officers, directors, employees, Consultants, independent contractors
or representatives; provided, that Consultant shall not be obligated to indemnify any
Merchant Indemnified Party from or against any claims, demands, penalties, losses,
liabilities or damages arising primarily from any Merchant Indemnified Party’s gross
negligence, willful misconduct, or unlawful act.
(B) Merchant shall indemnify and hold Consultant, its affiliates, and their respective officers,
directors, employees, consultants, and independent contractors (collectively, “Consultant
Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability
or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or
8
indirectly asserted against, resulting from or related to:
(i) Merchant's material breach of or failure to comply with any of its agreements,
covenants, representations or warranties contained herein or in any written agreement
entered into in connection herewith;
(ii) if applicable, any proceedings before a bankruptcy court or any other court of
competent jurisdiction regarding this Agreement or the transactions contemplated
herein, including obtaining approval of this Agreement and/or defending against any
objection thereto;
(iii) any claims by any party engaged by Merchant as an employee or independent

contractor arising out of such engagement;
(iv) any claims relating to any Merchandise or Store, including without limitation
consumer warranty and products liability claims and claims related to the infringement
of intellectual property rights; or
(v) the gross negligence, willful misconduct or unlawful acts of Merchant, its affiliates or
their respective officers, directors, employees, agents, independent contractors or
representatives; provided, that Merchant shall not be obligated to indemnify any
Consultant Indemnified Party from or against any claims, demands, penalties, losses,
liabilities or damages arising primarily from any Consultant Indemnified Party’s gross
negligence, willful misconduct, or unlawful act.
10. BANKRUPTCY COURT MATTERS
(A) Merchant has advised Consultant that following execution of this Agreement, each entity
comprising the Merchant may file a voluntary petition for relief under chapter 11 of title 11,
United States Code, 11 U.S.C. §101, et seq. (as amended and in effect from time to time, the
“Bankruptcy Code”, and such cases the “Bankruptcy Cases”).
(B) In the event Merchant commences the Bankruptcy Cases, then no later than two days after
the later of (i) execution of this Agreement and (ii) the filing of the Bankruptcy Cases,
Merchant shall file a motion (the “Store Closing Motion”) seeking entry of an order of the
applicable Bankruptcy Court pursuant to sections 363(b) and 365 of the Bankruptcy Code (and
not pursuant to sections 327, 328, 330, or 331 thereof) with terms acceptable to both Merchant
and Consultant, among other things: (a) approving this Agreement and Merchant’s assumption
thereof, (b) authorizing Merchant’s conduct of the Sale, without necessity to comply with state
and local laws, rules and regulations, including, but not limited to, licensing requirements,
purporting to restrict the conduct of the Sale (but subject to conduct of the Sale in accordance
with the Sale Guidelines), (c) approving the Sale Guidelines, (d) authorizing Merchant’s
conduct of the Sale notwithstanding any restrictive provisions in any underlying store leases
or occupancy agreement that purport to preclude or restrict the conduct of the Sale at the Stores
or the necessity of obtaining any third party consents, (e) authorizing Merchant’s payment to
Consultant of any earned Merchandise Fee, FF&E Commission, if any, and further authorizing
Merchant’s reimbursement to Consultant of any Consultant Controlled Expenses or other
9
amounts that may be advanced by Consultant on Merchant’s behalf, (g) providing that the
payment of all fees and reimbursement of expenses hereunder to Consultant is approved
without further order of the court and shall be free and clear of all liens, claims and
encumbrances, (h) all such payments of fees and reimbursement of expenses shall be made on
a weekly basis without further order of the Bankruptcy Court and otherwise in accordance with
this Agreement, (i) providing for the protection of such fees and expenses on terms and
conditions reasonably acceptable to each of Consultant, and (j) such other terms and provisions
as may be necessary or appropriate to facilitate the conduct of the Sale (the “Approval Order”).
(C) Merchant shall exercise reasonable best efforts to have the Approval Order entered on or
before ten (10) calendar days after the commencement of the Bankruptcy Cases. In the event
the Approval Order is not entered by the Bankruptcy Court or does not include the terms and
conditions contained herein, (i) Merchant shall nevertheless be obligated to reimburse
Consultant for any Consultant Controlled Expenses incurred in connection with the Sale
through and including the day immediately after denial of such motion by the Bankruptcy
Court; and (ii) Consultant may, in its sole discretion, elect to terminate this Agreement. From
and after entry of the Approval Order, Consultant shall conduct the Sale in accordance with
the terms of the Approval Order in all material respects. The Bankruptcy Court shall have
exclusive jurisdiction to resolve any issues arising under this Agreement. In such event, any
legal action, suit or proceeding arising in connection with this Agreement shall be submitted
to the exclusive jurisdiction of the Bankruptcy Court having jurisdiction over Merchant, and
each Party hereby waives any defenses or objections based on lack of jurisdiction, improper
venue, and/or forum non conveniens.
11. MISCELLANEOUS
(A) This Agreement constitutes the entire agreement between the parties with respect to the
matters contemplated hereby and supersedes and cancels all prior agreements, including, but
not limited to, all proposals, letters of intent or representations, written or oral, with respect
thereto. This Agreement may not be modified except in a written instrument executed by each
of the Parties.
(B) No consent or waiver by any Party, express or implied, to or of any breach or default by
the other in the performance of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by such other Party
of the same or any other obligation of such Party. The failure on the part of any Party to
complain of any act or failure to act by the other Party or to declare the other party in default,
irrespective of how long such failure continues, shall not constitute a waiver by such Party of
its rights hereunder.
(C) Nothing contained in this Agreement shall be deemed to create any relationship between
Merchant and Consultant other than that of Consultant as an independent contractor of
Merchant, and it is stipulated that the Parties are not partners or joint venturers in any way.
Unless expressly set forth herein to the contrary, to the extent that either Party’s consent is
required/requested hereunder, such consent shall not be unreasonably withheld or delayed.
(D) This Agreement shall inure to the benefit of, and be binding upon, the Parties and their
10
respective successors and assigns; provided, however, that this Agreement may not be assigned
by either party without the prior written consent of the other. The foregoing notwithstanding,
Consultant shall have the right to syndicate and partner with additional entities to serve as
“Consultant” hereunder as to this Agreement and as to any similar agreements.
(E) This Agreement, including all exhibits attached hereto and thereto, and all matters arising
out of or relating to this Agreement are governed by, and construed in accordance with, the
laws of the State of New Jersey. In the event any term or provision contained within this
Agreement shall be deemed illegal or unenforceable, then such offending term or provision
shall be considered deleted from this Agreement and the remaining terms shall continue to be
in full force and effect.
(F) This Agreement shall supersede and replace all prior agreements and understandings, oral
and written, between the Parties.
(G) Any notice or other communication under this Agreement shall be in writing and may be
11
delivered personally or by prepaid registered or certified mail, addressed as follows:
If to Merchant:
PARTY CITY CORPORATION
100 Tice Boulevard
Attn: Marc Ehle
Email: mehle@partycity.com
With a copy to:

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Attn: Grace Hotz
Email: ghotz@paulweiss.com
If to Consultant:
GORDON BROTHERS RETAIL PARTNERS, LLC
Prudential Tower
800 Boylston Street
Boston, MA 02119
Attn: Rick Edwards, President
David Braun, Senior Corporate Counsel
Email: redwards@gordonbrothers.com
dbraun@gordonbrothers.com
With a copy to:

RIEMER & BRAUNSTEIN LLP
Times Square Tower
Seven Times Square, Suite 2506
New York, NY 10036
Attn: Steven E. Fox
Email: sfox@riemerlaw.com
[Signature Pages Follow]
12

Very truly yours,
GORDON BROTHERS RETAIL

PARTNERS, LLC
By: _________________________________
Name:
#
Title: !!
Agreed and Accepted:

PARTY CITY CORPORATION, on behalf
of itself and its subsidiaries
By: _________________________________
Name:

Title:

Address: "
Exhibits:
A Form of SOW
[Signature Page to Consulting Agreement]

STATEMENT OF WORK
WAVE # __
EFFECTIVE _____________, 2023
This Statement of Work (the “SOW”) is executed pursuant to that certain Store Closing
Program – Master Consulting Agreement (the “Agreement”) effective as of January 31, 2023, by
and between Party City Holdings Inc., on behalf of itself and its subsidiaries (the “Merchant”) and
Gordon Brothers Retail Partners, LLC (the “Consultant” and together with Merchant, the
“Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Agreement.
1. The Stores for this Wave are identified on Exhibit A attached hereto.
2. The Budget of Consultant Controlled Expenses for this Wave is attached hereto as
Exhibit B.
3. The Sale Commencement Date for this Wave shall be on or before ___________.
4. The Sale Termination Date for this Wave shall be no later than ____________.
5. The File for this Wave is _____________________.
6. Any other changes to the terms and conditions of the Agreement are as follows:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Gordon Brothers Retail Partners, LLC [Party City Corporation]
By: _________________________________ By:

_________________________________
Name: Name:
Title: Title:
Exhibits:
A Store List
B Budget of Consultant Controlled Expenses
DocuSign Envelope ID: 0898FFD1-7948-4C30-895B-EFB09C4FFE88
February 14,14,
February
February 2023
14,2023
2023
STATEMENT OF WORK
WAVE # 2
EFFECTIVE February 22, 2023
This Statement of Work (the “SOW”) is effective as of February 22, 2023 and is pursuant
to that certain Amended and Restated Consulting Agreement dated as of January 31, 2023 (the
“Agreement”), by and between Party City Corporation, on behalf of itself and its subsidiaries (the
“Merchant”) and Gordon Brothers Retail Partners, LLC (the “Consultant” and together with
Merchant, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
1. The Stores for this Wave are identified on Exhibit A attached hereto.
2. The Budget of Consultant Controlled Expenses for this Wave is attached hereto as
Exhibit B.
3. The Sale Commencement Date for this Wave shall be on or before February 22, 2023.
4. The Sale Termination Date for this Wave shall be no later than April 30, 2023.
5. The File for this Wave is 20230221.xlsx.
6. Any other changes to the terms and conditions of the Agreement are as follows:
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Gordon Brothers Retail Partners, LLC Party City Corporation
By: _________________________________ By: _______________________________

Name: Rick Edwards Name: Marc Ehle
Title: President - Retail Title: EVP
Exhibits:
A Store List
B Budget of Consultant Controlled Expenses
Party City Wave 2 Stores
Exhibit A
Store List
Store No. Store Address City State Zip Code Square Ft
534 Mcbride Lenox Plaza Shopping Center 1756 Route 46 West Paterson NJ 07424 11,841
814 Five Points Shopping Center 4101 Hwy 77 Corpus Christi TX 78410 15,500
821 W 34Th St 223 W 34th St New York NY 10001 9,680
823 Berry Mall 2702 Martha Berry Highway Rome GA 30165 12,853
916 Raleigh Mall 4283 Robert C. Byrd Drive Beckley WV 25801 15,000
927 East Main Street 451 E. Main Street Cartersville GA 30121 14,000
1047 Airport Rd 61119 Airport Rd. Slidell LA 70460 14,389
4135 Beeline Rd 3050 Beeline Rd Holland MI 49424 10,000
5191 Flammang Square 1415 Flamming Drive Waterloo IA 50702 13,400
5197 Bradley Commons 2060 N. State Route 50 Bourbonnais IL 60914 7,500
2/10/2023 4:10 PM Page 1 Exhibit A Wave 2

EXHIBIT B
Party City
GBRP's Controlled Expenses
Wave 2
# Stores : 10
Sale Term : 2/22/23 - 4/26/23
# Weeks : 9.1
Advertising 142,857
Supervision 301,639
Total Expenses 444,496
This expense budget is based upon the above start and end dates.
Any changes in these dates may result in adjustments to the expense
budget, which will be agreed upon by Consultant and Merchant.
Any legal expenses incurred by Consultant will be in addition to

and not part of the above budget.

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Case 23-90005 Document 476-2 Filed in TXSB on 02/16/23 Page 1 of 45

Store Closing Procedures Order, Store Closing Procedures,

ORDER (I) APPROVING, AND AUTHORIZING THE

2. The Master Consulting Agreement and related documents may be immaterially

3. The Debtors are authorized to enter into additional Statements of Work in

Closing Store List.

basis on shortened notice to the extent necessary.

reasonable and appropriate and are approved in their entirety.

coverage at each of the Closing Stores as required by the applicable leases.

information from such personal property before abandonment.

to be in possession of Merchandise or FF&E.

deemed fair, reasonable, and compliant with applicable law:

that the Bankruptcy Court resolve the Reserved Dispute (a “Dispute

this Court regarding payment of same.

(as provided in the Master Consulting Agreement).

sublease, license, or contract based upon any relief authorized herein.

advertising and promoting the Store Closing Sales.

similar equipment which are to be sold or abandoned so as to render it unreadable or

otherwise modified to render it unreadable or undecipherable.

Texas Taxing Entity are reserved.

creditors, and all other parties in interest.

Rules are satisfied by such notice.

are immediately effective and enforceable upon its entry.

related to the implementation, interpretation, and enforcement of this Order.

Store Closing Procedures1

hours as otherwise permitted by the applicable unexpired lease.

writing by the landlord.

responsibility or liability of any kind, any FF&E.

Store in a shopping bag.

prominently displayed in a manner consistent with these Store Closing Procedures.

additional restrictions not contained in the applicable lease agreement.

the Debtors or their estates.

sales are “final.”

consistent with past practices.

reason of a Store Closing or the adoption of these Store Closing Procedures.

Party City Corporation

with copies (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Porter Hedges LLP

Gordon Brothers Retail Partners, LLC

with copies (which shall not constitute notice) to:

Riemer & Braunstein LLP

Phase 1 Closing Stores

Store Landlord Contact

c/o ACHS Management LLC

c/o Regency Centers

c/o Craig Realty Group

3139 N Lincoln Ave., Ste. 212

c/o Hakimi Capital Group

263 White Oak Dr.

P.O. Box 1583

3801 NW Cache Rd., Ste. 200

Store Landlord Contact

415 Park Ave.

38500 Woodward Ave., Ste. 200

Texas Taxing Entities

Alief Independent School District

Alvin Community College

Alvin Independent School District

By: ___ By: _