GUARANTY AND SECURITY AGREEMENT



 



EXHIBIT 10.18


EXECUTION COPY


GUARANTY AND SECURITY AGREEMENT



     This GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is made as of
January 9, 2003 by and between PARTY CITY MICHIGAN, INC., a Delaware
corporation (the “Guarantor”), and WELLS FARGO RETAIL FINANCE, LLC, as the
arranger, collateral agent and administrative agent for the Lender Group and
any other holder of Obligations under the Loan Agreement referred to below (in
such capacity, the “Agent or the “Secured Party”).


INTRODUCTION:



     Concurrently with the execution and delivery hereof, Party City
Corporation, a Delaware corporation (the “Borrower”), is entering into a Loan
and Security Agreement dated as of the date hereof (as amended, restated,
extended, supplemented or otherwise modified from time to time, the “Loan
Agreement”) with the Agent and the financial institutions from time to time
party thereto as lenders (the “Lenders”) pursuant to which the Agent and the
Lenders have agreed, subject to the terms and conditions set forth therein, to
make certain revolving credit loans and to provide other financial
accommodations to the Borrower (collectively, the “Loans”).


     The Borrower is the sole stockholder and owns all of the issued and
outstanding Stock of the Guarantor.


     The obligations of the Agent and the Lenders to enter into the Loan
Agreement, and the obligations of the Agent and the Lenders to make the Loans,
are subject to the condition, among others, that the Guarantor executes and
delivers this Agreement.


     As the wholly-owned subsidiary of the Borrower, the Guarantor will derive
substantial direct and indirect benefits from the revolving advances and other
financial accommodations provided to the Borrower under the Loan Agreement.


     NOW, THEREFORE, in consideration of the willingness of the Lenders to make
the Loans to the Borrower, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the Guarantor, the
Guarantor hereby agrees as follows:


ARTICLE I

DEFINITIONS



     1.1.     Loan Agreement Definitions. Unless otherwise defined herein or the
context otherwise requires, capitalized terms used in this Agreement, including
its preamble and recitals, have the meanings provided in the Loan Agreement.


     1.2.     UCC Definitions. Unless otherwise defined herein or in the Loan
Agreement or the context otherwise requires, terms for which meanings are
provided in the UCC are used in this Agreement, including its preamble and
recitals, with such meanings, as such meanings may be amended from time to
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ARTICLE II

SECURITY INTEREST



     2.1.     Grant of Security Interest. The Guarantor hereby assigns, pledges,
hypothecates, charges, mortgages, delivers, and transfers to the Secured Party,
and hereby grant to the Secured Party, a continuing security interest in all of
the Guarantor’s right, title and interest in, to and under the personal
property, whether now or hereafter existing, owned or acquired by the Guarantor
(the “Collateral”), including:



	 	(a)	 	Accounts,
	 
	 	(b)	 	Books,
	 
	 	(c)	 	Chattel Paper,
	 
	 	(d)	 	DDAs,
	 
	 	(e)	 	Documents,
	 
	 	(f)	 	General Intangibles (including, without
limitation, all of Guarantor’s rights under any contracts),
	 
	 	(g)	 	Goods (including, without limitation, Inventory
and Equipment),
	 
	 	(h)	 	Instruments,
	 
	 	(i)	 	Investment Property,
	 
	 	(j)	 	Letter-of-Credit Rights,
	 
	 	(k)	 	Negotiable Collateral,
	 
	 	(l)	 	Commercial Tort Claims,
	 
	 	(m)	 	money or other assets of the Guarantor that now
or hereafter come into the possession, custody, or control of
any member of the Lender Group, and
	 
	 	(n)	 	any and all proceeds and products, whether
tangible or intangible, of any of the foregoing, including
proceeds of insurance covering any or all of the foregoing, or
other tangible or intangible property resulting from the sale,
exchange, collection, or other disposition of any of the
foregoing, or any portion thereof or interest therein, and the
proceeds thereof.



     2.2.     Security for Obligations. This Agreement and the Collateral in which
the Secured Party is granted a security interest in and to hereunder secures
the Borrower’s prompt, punctual and faithful repayment of the Obligations in
accordance with the terms and conditions of the Loan Agreement and the other
Loan Documents and the Borrower’s prompt performance of each of its covenants
and duties under the Loan Agreement and the other Loan Documents (collectively,
the “Guaranteed Obligations”).


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     2.3.     Guarantor Remains Liable. Anything herein to the contrary
notwithstanding,


               (a)     the Guarantor will remain liable under the contracts and agreements
included in the Collateral to the extent set forth therein and will perform all
of its duties and obligations under such contracts and agreements to the same
extent as if this Agreement had not been executed;



               (b)     the exercise by the Secured Party of any of its rights hereunder will
not release the Guarantor from any of its duties or obligations under any such
contracts or agreements included in the Collateral; and



               (c)     the Secured Party will not be obligated or liable under any contracts
or agreements included in the Collateral by reason of this Agreement, nor will
the Secured Party be obligated to perform any of the obligations or duties of
the Guarantor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.



     2.4.     Continuing Security Interest. This Agreement shall create a
continuing security interest in the Collateral and shall:


               (a)     remain in full force and effect until the date on which the Guaranteed
Obligations shall have been finally, indefeasibly paid in full (other than
contingent indemnification obligations for which neither the Agent nor the
Lenders have made a claim) and the Lender Group’s obligation to make the Loans
under the Loan Agreement shall have been terminated (the “Maturity Date”);



               (b)     be binding upon the Guarantor, its successors, transferees and
assigns; and



               (c)     inure, together with the rights and remedies of the Secured Party
hereunder, to the benefit of the Secured Party.



ARTICLE III

GUARANTY PROVISIONS



     3.1.     Guaranty. The Guarantor hereby absolutely, unconditionally and
irrevocably:


               (a)     guarantees the full and punctual payment when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or
otherwise, of all Guaranteed Obligations of the Borrower now or hereafter
existing, whether for principal, interest (including interest accruing at the
then applicable rate provided in the Loan Agreement after the occurrence of any
Default set forth in the Loan Agreement, whether or not a claim for post-filing
or post-petition interest is allowed under applicable law following the
institution of a proceeding under bankruptcy, insolvency or similar laws),
fees, expenses or otherwise (including all such amounts which would become due
but for the operation of the automatic stay under Section 362(a) of the United
States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b)
and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and
§506(b)); and

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               (b)     indemnifies and holds harmless the Secured Party for any and all costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Secured Party in enforcing any rights under this Guaranty;



provided, however, that the Guarantor shall only be liable under this Agreement
for the maximum amount of such liability that can be hereby incurred without
rendering this Guaranty, as it relates to the Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount. This Agreement constitutes a guaranty of payment
when due and not of collection, and the Guarantor specifically agrees that it
shall not be necessary or required that the Secured Party exercise any right,
assert any claim or demand or enforce any remedy whatsoever against any Loan
Party or any other Person before or as a condition to the obligations of the
Guarantor hereunder.


     3.2.     Reinstatement, etc. The Guarantor hereby agrees that this Agreement
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Guaranteed Obligations is
invalidated, declared to be fraudulent or preferential, set aside, rescinded or
must otherwise be restored by the Secured Party, including upon the occurrence
of any Default or Event of Default or otherwise, all as though such payment had
not been made.


     3.3.     Guaranty Absolute, etc. This Agreement shall in all respects be a
continuing, absolute, unconditional and irrevocable guaranty of payment, and
shall remain in full force and effect until the Maturity Date. The Guarantor
guarantees that the Guaranteed Obligations will be paid strictly in accordance
with the terms of each Loan Document under which they arise, regardless of any
law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Secured Party with respect
thereto. The liability of the Guarantor under this Agreement shall be
absolute, unconditional and irrevocable irrespective of:


               (a)     any lack of validity, legality or enforceability of any other Loan
Document;



               (b)     the failure of the Secured Party to assert any claim or demand or to
enforce any right or remedy against any party to the Loan Agreement or any
other Person (including any other guarantor) under the provisions of any Loan
Document or otherwise, or to exercise any right or remedy against any other
guarantor (including the Guarantor) of, or collateral securing, any Guaranteed
Obligations;



               (c)     any change in the time, manner or place of payment of, or in any other
term of, all or any part of the Guaranteed Obligations, or any other extension,
compromise or renewal of any Guaranteed Obligation;



               (d)     any reduction, limitation, impairment or termination of any Guaranteed
Obligations for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to (and the Guarantor hereby
waives any right to or claim of) any defense (other than payment) or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality, nongenuineness, irregularity, compromise,

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unenforceability of, any Guaranteed Obligations (other than the payment
and performance in full of the Guaranteed Obligations) or otherwise;


               (e)     any amendment to, rescission, waiver, or other modification of, or any
consent to or departure from, any of the terms of any Loan Document;



               (f)     any addition, exchange or release of any collateral or of the
Guarantor of the Guaranteed Obligations, or any surrender or non-perfection of
any collateral, or any amendment to or waiver or release or addition to, or
consent to or departure from, any other guaranty held by the Secured Party
securing any of the Guaranteed Obligations; or



               (g)     any other circumstance (other than payment) which might otherwise
constitute a defense available to, or a legal or equitable discharge of, any
party to the Loan Agreement, any surety or any guarantor.



     3.4.     Setoff. The Guarantor hereby irrevocably authorizes the Secured
Party, without the requirement that any notice be given to the Guarantor (such
notice being expressly waived by the Guarantor), upon the occurrence and during
the continuance of any Event of Default to set-off and appropriate and apply to
the payment of the Guaranteed Obligations (whether or not then due, and whether
or not the Secured Party has made any demand for payment of the Guaranteed
Obligations), any and all balances, claims, credits, deposits (general or
special, time or demand, provisional or final), accounts or money of the
Guarantor then or thereafter maintained with the Secured Party and apply the
same pursuant to the Loan Agreement. The Secured Party agrees to notify the
Guarantor and the Secured Party after any such setoff and application made by
the Secured Party; provided, that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of the Secured
Party under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which the
Secured Party may have.


     3.5.     Waiver, etc. Except as otherwise set forth herein, Guarantor hereby
waives promptness, diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that the Secured Party protect, secure, perfect or insure any Lien,
or any property subject thereto, or exhaust any right or take any action
against any party to the Loan Agreement or any other Person (including any
other guarantor) or entity or any collateral securing the Guaranteed
Obligations, as the case may be. Without limiting the generality of the
foregoing, the Guarantor waives (i) all rights and benefits of any applicable
law purporting to reduce a guarantor’s obligations in proportion to the
obligation of the principal or providing that the obligation of a surety or
guarantor must neither be larger nor in any other respects more burdensome than
that of the principal; (ii) the benefit of any statute of limitations affecting
the Guaranteed Obligations or the Guarantor’s liabilities hereunder or under
any law now or hereafter applicable hereto; (iii) any protection afforded
pursuant to the antideficiency or other laws of the State of California or any
other state limiting or discharging a Borrower’s indebtedness.


     3.6.     Subordination of Claims of Guarantor; Waiver of Subrogation and
Certain Other Rights. Any claims against the Borrowers to which the Guarantor
may be or become entitled (including, without limitation, claims by subrogation
or otherwise by reason of any payment or

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performance by the Guarantor in satisfaction and discharge, in whole or in
part, of his obligations under this Agreement) shall be and hereby are made
subject and subordinate to the prior payment in full in cash of the Guaranteed
Obligations (other than contingent indemnification obligations for which
neither the Agent nor the Lenders have made a claim). WITHOUT LIMITING THE
FOREGOING, THE GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY,
CONTRIBUTION OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHT TO ENFORCE
ANY POWER, RIGHT OR REMEDY THAT THE SECURED PARTY MAY NOW OR HEREAFTER HAVE IN
RESPECT OF THE GUARANTEED OBLIGATIONS AGAINST THE BORROWER, THE GUARANTOR OR
ANY OTHER OBLIGOR, ANY AND ALL BENEFITS OF AND RIGHTS TO PARTICIPATE IN ANY
COLLATERAL, NOW OR HEREAFTER HELD BY THE SECURED PARTY, AND ANY AND ALL OTHER
RIGHTS AND CLAIMS (AS DEFINED IN THE BANKRUPTCY CODE) THE GUARANTOR MAY HAVE
AGAINST THE SECURED PARTY OR THE BORROWER OR ANY OTHER OBLIGOR, UNDER
APPLICABLE LAW OR OTHERWISE, AT LAW OR IN EQUITY, BY REASON OF ANY PAYMENT
HEREUNDER OR OTHERWISE, UNLESS AND UNTIL THE GUARANTEED OBLIGATIONS SHALL HAVE
BEEN PAID IN FULL IN CASH. Without limitation, the Guarantor shall exercise no
voting rights, shall file no claim, shall waive any election pursuant to
Section 1111(b) of the Bankruptcy Code and shall not participate or appear in
any bankruptcy or insolvency case involving the Borrower with respect to the
Guaranteed Obligations unless and until all the Guaranteed Obligations shall
have been paid in full in cash. If, notwithstanding the foregoing, any amount
shall be paid to the Guarantor on account of any such rights at any time, such
amount shall be held in trust for the benefit of the Secured Party and shall
forthwith be paid to the Secured Party to be held as collateral for or credited
and applied in reduction of the Obligations (other than contingent
indemnification obligations for which neither the Agent nor the Lenders have
made a claim) in accordance with the terms of the Loan Agreement.


     3.7.     Payments; Application. The Guarantor hereby agrees with the Secured
Party that (a) all payments made hereunder shall be applied upon receipt as set
forth in Section 2.4(b) of the Loan Agreement and (b) all payments made by the
Guarantor hereunder will be made in Dollars to the Secured Party, without
set-off, counterclaim or other defense (other than payment) and in accordance
with the Loan Agreement, free and clear of and without deduction for any taxes
owed by the Guarantor, the Guarantor hereby agreeing to comply with and be
bound by the provisions of the Loan Agreement in respect of all payments made
by it hereunder and the provisions of which Sections are hereby incorporated
into and made a part of this Agreement by this reference as if set forth
herein; provided, that references to the “Borrower” in such Sections shall be
deemed to be references to the Guarantor, and references to “this Agreement” in
such Sections shall be deemed to be references to this Agreement.


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


     In order to induce the Secured Party to enter into the Loan Agreement and
make Loans thereunder, the Guarantor represents and warrants to the Secured
Party as set forth below.


     4.1.     Validity, etc. This Agreement creates a valid security interest in
the Collateral securing the payment of the Guaranteed Obligations. The
Guarantor acknowledges that the

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Secured Party intends to or have filed or caused to be filed all
statements in the appropriate offices therefor and has taken all of the actions
necessary to create perfected first-priority security interests in any
Collateral in which a security interest may be perfected by the filing of a
financing statement. This Agreement constitutes the legal, valid and binding
obligations of Guarantor, enforceable against Guarantor in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforceability of
creditors’ rights generally. The representations and warranties made in this
Section are made as of, and relate solely to, the Closing Date.


     4.2.     Financial Statements. The financial statements that have heretofore
been submitted by the Guarantor (or by the Borrower on the Guarantor’s behalf)
to the Secured Party in connection herewith fairly present the financial
condition of the Guarantor for the dates and periods covered thereby. Since
the date of each such financial statement there has occurred no event or
condition which could reasonably be expected to have a “Material Adverse
Effect” on the Guarantor’s financial condition. As used herein, Material
Adverse Effect shall mean any event, matter or condition which could reasonably
be expected to have a material adverse effect on (x) the financial condition or
assets of the Guarantor or (y) the Guarantor’s ability to pay and perform its
obligations under this Agreement in accordance with the terms thereof. The
representations and warranties made in this Section are made as of, and relate
solely to, the Closing Date.


     4.3.     Litigation; Compliance with Laws. There are no actions or
proceedings pending by or against Guarantor before any court or administrative
agency and Guarantor does not have knowledge or belief of any threatened or
imminent litigation, governmental investigations, or claims, complaints,
actions, or prosecutions involving Guarantor. Guarantor is not in default
under any applicable law or any material contractual obligation to which
Guarantor is a party or by which its properties are bound. The Guarantor is in
material compliance with the requirements of all applicable laws, rules and
regulations, the non-compliance with any of which could reasonably be expected
to materially adversely affect the value of the Collateral. The
representations and warranties made in this Section are made as of, and relate
solely to, the Closing Date.


     4.4.     Taxes. The Guarantor has filed all federal and state income tax
returns and all other tax returns required to be filed by it and has paid all
taxes shown to be due on the returns so filed as well as all other taxes,
assessments and governmental charges that have become due. The Guarantor does
not know of any proposed, asserted or assessed tax deficiency against it. The
representations and warranties made in this Section are made as of, and relate
solely to, the Closing Date.


     4.5.     Ownership, No Liens, etc. The Guarantor owns its Collateral free and
clear of any Lien. No effective financing statement or other filing similar in
effect covering any Collateral is on file in any recording office, except those
filed in favor of the Secured Party relating to this Agreement. The Guarantor
has good title to, or valid and subsisting leasehold interests in, all of the
property, whether real or personal, reflected in its financial statements. The
representations and warranties made in this Section are made as of, and relate
solely to, the Closing Date.


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     4.6.     Indebtedness. Except as set forth herein, the Guarantor has not
guaranteed any liabilities or Indebtedness of the Borrowers or of any other
Person, and covenants that it will not, after the date hereof, execute any such
guaranty. The representations and warranties made in this Section are made as
of, and relate solely to, the Closing Date.


     4.7.     Authorization, Approval, etc. Except as have been obtained or made
and are in full force and effect, no authorization, approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body (other than in connection with the perfection of the Liens hereof) is
required either


               (a)     for the grant by the Guarantor of the security interest granted
hereby, the pledge by the Guarantor of any Collateral pursuant hereto or for
the execution, delivery and performance of this Agreement by the Guarantor; or



               (b)     for the exercise by the Secured Party of the voting or other rights
provided for in this Agreement.



The representations and warranties made in this Section are made as of, and
relate solely to, the Closing Date.


     4.8.     Best Interests. It is in the best interests of the Guarantor to
execute this Agreement inasmuch as the Guarantor will, as a result of having
100% of its Stock owned by Borrower, derive substantial direct and indirect
benefits from the Loans made from time to time to the Borrower by the Secured
Party. The Guarantor agrees that the Secured Party is relying on this
representation in agreeing to make Loans to the Borrower. The representations
and warranties made in this Section are made as of, and relate solely to, the
Closing Date.


     4.9.     Review of Loan Documents. The Guarantor hereby acknowledges that it
has reviewed and caused its counsel to review copies of, and is fully familiar
with, this Agreement, the Loan Agreement and each of the other Loan Documents
executed and delivered by the Borrower or the Guarantor. The Guarantor
warrants and agrees that each representation, warranty and waiver set forth in
this Guaranty is made with the Guarantor having full knowledge of its
significance and consequences and after having consulted with counsel of its
own choosing and that, under the circumstances, each such waiver is in the best
interest of the Guarantor in furtherance of its business plan and is
reasonable. The representations and warranties made in this Section are made
as of, and relate solely to, the Closing Date.


     4.10.     Loan Agreement Event of Default. The Guarantor acknowledges and
agrees that any material breach of any representation, warranty or covenant of
the Guarantor in this Agreement shall constitute an Event of Default under the
Loan Agreement and under each of the other Loan Documents.


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ARTICLE V

COVENANTS



     The Guarantor covenants and agrees that, from the date hereof until the
Maturity Date, the Guarantor will perform, comply with and be bound by the
obligations set forth below.


     5.1.     Further Assurances, etc. Guarantor, from time to time and at its own
expense, will promptly execute and deliver all further documents and
instruments, and take all further action, that may be necessary to protect,
preserve and perfect any security interest granted or purported to be granted
hereby. Without limiting the generality of the foregoing, Guarantor will:


               (a)     enter into control agreements, and otherwise cause the Secured Party
to obtain control over such items of Collateral as the Secured Party may
reasonably request in writing;



               (b)     furnish to the Secured Party, from time to time at the Secured Party’s
reasonable request, statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral, all in
reasonable detail.



     5.2.     Authorization to File. With respect to the foregoing and the grant
of the security interest hereunder, the Guarantor hereby authorizes the Secured
Party to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Collateral without the signature of
the Guarantor where permitted by law to perfect the Secured Party’s security
interest therein.


ARTICLE VI

THE SECURED PARTY



     6.1.     Secured Party Appointed Attorney-in-Fact. The Guarantor hereby
irrevocably appoints the Secured Party its attorney-in-fact, with full
authority in the place and stead of the Guarantor and in the name of the
Guarantor or otherwise, from time to time in the Secured Party’s discretion,
following the occurrence and during the continuance of an Event of Default, to
take any action and to execute any instrument which the Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement, including:


               (a)     to ask, demand, collect, sue for, recover, compromise, receive and
give acquittance and receipts for moneys due and to become due under or in
respect of any of the Collateral;



               (b)     to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper, in connection with clause (a) above;



               (c)     to file any claims or take any action or institute any proceedings
which the Secured Party may deem necessary or desirable for the collection of
any of the Collateral or otherwise to enforce the rights of the Secured Party
with respect to any of the Collateral; and



               (d)     to perform the affirmative obligations of the Guarantor hereunder.

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The Guarantor hereby acknowledges, consents and agrees that the power of
attorney granted pursuant to this Section is irrevocable and coupled with an
interest.


     6.2.     Secured Party May Perform. If the Guarantor fails to perform any
agreement contained herein, the Secured Party may themselves perform, or cause
performance of, such agreement, and the reasonable expenses of the Secured
Party incurred in connection therewith shall be payable by the Guarantor
pursuant to Section 7.4.


     6.3.     Secured Party Has No Duty. The powers conferred on the Secured Party
hereunder are solely to protect their interest in the Collateral and shall not
impose any duty on it to exercise any such powers. Except for reasonable care
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Secured Party shall have no duty as to any
Collateral. The Secured Party shall be deemed to have exercised reasonable
care in the custody and preservation of any of the Collateral, if it takes such
action for that purpose as it takes with their own similar property or as the
Guarantor reasonably requests in writing at times other than upon the
occurrence and during the continuance of any Event of Default, but failure of
the Secured Party to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.


ARTICLE VII

REMEDIES



     7.1.     Certain Remedies. If any Event of Default shall have occurred and be
continuing:


               (a)     the Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a Secured Party on default
under the UCC (whether or not the Code applies to the affected Collateral) and
also may require the Guarantor to, and the Guarantor hereby agrees that it
will, at its expense and upon the written request of the Secured Party
promptly, assemble all or part of the Collateral as directed by the Secured
Party and make it available to the Secured Party at a place to be designated by
the Secured Party which is reasonably convenient to both Party, and without
notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of the Secured Party’s
offices or elsewhere, for cash, on credit or for future delivery, and upon such
other terms as the Secured Party may deem commercially reasonable. The Secured
Party will give the Guarantor at least ten (10) days’ prior written notice at
the address of the Guarantor specified in Section 8.4 hereof of the time and
place of any public sale thereof or of the time after which any private sale or
any other intended disposition thereof is to be made. Any such notice shall be
deemed to meet any requirement hereunder or under any applicable law (including
the UCC) that reasonable notification be given of the time and place of such
sale or other disposition. All such sales shall be conducted in a commercially
reasonable manner and shall be at such commercially reasonable price or prices
as the Secured Party shall deem best and either for cash or on credit or for
future delivery (without assuming any responsibility for credit risk). The
Secured Party shall not be obligated to make any sale of Collateral regardless
of notice of sale having been given. The Secured Party may adjourn any public
or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. All cash proceeds received by the Secured
Party in respect of any sale of,

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collection from, or other realization upon, all or any part of the
Collateral shall be applied by the Secured Party against all or any part of the
Guaranteed Obligations as set forth in Section 3.7.


               (b)     The Secured Party may transfer all or any part of the Collateral into
the name of the Secured Party or its nominee, with or without disclosing that
such Collateral is subject to the Lien hereunder, notify the party obligated on
any of the Collateral to make payment to the Secured Party of any amount due or
to become due thereunder, enforce collection of any of the Collateral by suit
or otherwise, and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any obligations of any nature of any party with respect
thereto, endorse any checks, drafts, or other writings in the Guarantor’s name
to allow collection of the Collateral, take control of any proceeds of the
Collateral, and execute (in the name, place and stead of the Guarantor)
endorsements, assignments, stock powers and other instruments of conveyance or
transfer with respect to all or any of the Collateral.



     7.2.     Waiver. The Guarantor agrees, to the full extent that it may
lawfully so agree, that neither it nor anyone claiming through or under it will
set up, claim or seek to take advantage of any appraisement, valuation, stay,
extension or redemption law now or hereafter in force in any locality where any
property subject to the Lien hereof may be situated, in order to prevent,
hinder or delay the enforcement or foreclosure of this Agreement, or the
absolute sale of the Collateral or any part thereof, or the final and absolute
putting into possession thereof, immediately after such sale, of the purchaser
thereof and the Guarantor, for itself and all who may at any time claim through
or under it, hereby waives, to the full extent that it may be lawful so to do,
the benefit of all such laws, and any and all right to have any of the
properties or assets comprising the Collateral marshaled upon any such sale,
and agrees that, subject to the terms of this Agreement, the Secured Party, or
any court having jurisdiction to foreclose the Lien hereof, may sell the
Collateral as an entirety or in such parcels as it may determine.


     7.3.     Compliance with Restrictions. The Guarantor agrees that


               (a)     in any sale of any of the Collateral whenever an Event of Default
shall have occurred and be continuing, the Secured Party are hereby authorized
to comply with any limitation or restriction in connection with such sale as it
may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such
procedures as may restrict the number of prospective bidders and purchasers,
require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to Persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or obtain any required approval of the sale or of the purchaser by any
Governmental Authority or official, and


               (b)     such compliance shall not result in such sale being considered or
deemed not to have been made in a commercially reasonable manner, nor shall the
Secured Party be

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liable nor accountable to the Guarantor for any discount allowed by the
reason of the fact that such Collateral is sold in compliance with any such
limitation or restriction.


     7.4.     Protection of Collateral. The Secured Party may from time to time,
at its option, perform any act which the Guarantor fails to perform after being
requested in writing so to perform within the time period requested by the
Secured Party (it being understood that no such request need be given after the
occurrence and during the continuance of an Event of Default) and the Secured
Party may from time to time take any other action which the Secured Party
reasonably deems necessary for the maintenance, preservation or protection of
any of the Collateral or of its security interest therein.


ARTICLE VIII

MISCELLANEOUS PROVISIONS



     8.1.     Loan Document. This Agreement is a Loan Document executed pursuant
to the Loan Agreement and shall (unless otherwise expressly indicated herein)
be construed, administered and applied in accordance with the terms and
provisions thereof.


     8.2.     Binding on Successors, Transferees and Assigns; Assignment. This
Agreement shall remain in full force and effect until the Maturity Date has
occurred, shall be binding upon the Guarantor and its successors, transferees
and assigns and shall inure to the benefit of and be enforceable by the Secured
Party and their successors, transferees and assigns, in each case as permitted
by the Loan Agreement; provided, however, that the Guarantor may not assign any
of its obligations hereunder without the prior written consent of the Secured
Party.


     8.3.     Amendments, etc. No amendment to or waiver of any provision of this
Agreement, nor consent to any departure by the Guarantor from its obligations
under this Agreement, shall in any event be effective unless the same shall be
in writing and signed by the Secured Party and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.


     8.4.     Notices. All notices and other communications to the Guarantor or to
the Secured Party shall be in writing and shall be personally delivered or
mailed by telegraphic, telex or facsimile transmission, reputable overnight
courier or first class mail, postage prepaid, as follows:



	 	 	 
	If to the Guarantor:	 	
PARTY CITY MICHIGAN, INC.
	 	 	
400 Commons Way
	 	 	
Rockaway, NJ 07866
	 	 	
Attn: Linda M. Siluk
	 	 	
Fax: [               ]
	 	 	 
	With copies to:	 	
LATHAM & WATKINS
	 	 	
885 Third Avenue
	 	 	
Suite 1000
	 	 	
New York, NY 10022-4802
	 	 	
Attn: Steven Della Rocca
	 	 	
Fax No.: ( 212)751-4864



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	If to the	 	 
	Secured Party:	 	
          WELLS FARGO RETAIL FINANCE, LLC
	 	 	
One Boston Place, 18th Floor
	 	 	
Boston, MA 02108
	 	 	
Attn: [Applicable Account Officer]
	 	 	
Fax No. (617) 523-4029
	 	 	 
	with copies to:	 	
          CHOATE, HALL & STEWART
	 	 	
Exchange Place
	 	 	
53 State Street
	 	 	
Boston, MA 02109
	 	 	
Attn: Peter M. Palladino, P.C.
	 	 	
Fax No. (617) 248-4000



     8.5.     Release of Liens. On the Maturity Date, the security interests
granted herein shall automatically terminate with respect to all Collateral.
At such time, the Secured Party will, at the Guarantor’s expense, deliver to
the Guarantor, without any representations, warranties or recourse of any kind
whatsoever, all Collateral held by the Secured Party hereunder, and execute and
deliver to the Guarantor such documents as the Guarantor shall reasonably
request to evidence such termination.


     8.6.     No Waiver; Remedies. No failure on the part of the Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.


     8.7.     Section Captions. Section captions used in this Agreement are for
convenience of reference only, and shall not affect the construction of this
Agreement.


     8.8.     Severability. Wherever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by
or invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


     8.9.     Governing Law, Entire Agreement, etc. THIS AGREEMENT WILL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. This
Agreement and the other Loan Documents constitute the entire understanding
among the parties hereto with respect to the subject matter hereof and thereof
and supersede any prior agreements, written or oral, with respect thereto.


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     8.10.     Counterparts. This Agreement may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and
all of which shall constitute together but one and the same agreement.


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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed and delivered by its officer thereunto duly authorized as a
document under seal as of the date first above written.



	 	 	 	 	 
	 	 	PARTY CITY MICHIGAN, INC.
	 	 	 	 	 
	 	 	
By:
	 	  /s/ Linda M. Siluk
	 	 	 	 	

	 	 	 	 	Name: Linda M. Siluk
	 	 	 	 	Title: Chief Financial Officer
	 	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE, LLC,

as Agent
	 	 	 	 	 
	 	 	
By:
	 	  /s/ David Molinario
	 	 	 	 	

	 	 	 	 	David Molinario
	 	 	 	 	Vice President




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