EX-4.2



 Exhibit 4.2 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 19, 2015 among the guarantors named in the
signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 
 WHEREAS
the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of August 19, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), providing initially for the issuance of $350,000,000 in
aggregate principal amount of the Issuer’s 6.125% Senior Notes due 2023 (the “Securities”); 
 WHEREAS Sections 4.11 and
10.06 of the Indenture provide that under certain circumstances the Issuer is required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all the
Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 1. Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term
“Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to
Guarantee. The Guarantors hereby agree, jointly and severally with all existing Guarantors (if any), to irrevocably and unconditionally guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to
the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a
Guarantor under the Indenture. 
 3. Releases. A Guarantee as to any Guarantor shall terminate and be of no further force or effect
and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.02(b) of the Indenture. 
 4.
Notices. All notices or other communications to the Guarantors shall be given as provided in Section 11.02 of the Indenture. 

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended and supplemented hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 
 6. No Recourse Against Others. No past,
present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuer or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of
the Issuer or the Guarantors under the Securities, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a
Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. The waiver may not be effective to waive liabilities under the federal securities laws. 







 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 

8. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture. 
 9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format
or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes. 
 10. Effect of
Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 
 11. The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guarantors. 
 12. Successors. All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All
agreements of the Trustee in the Indenture shall bind its successors. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

							
	GUARANTORS
	
	AMSCAN INC.
	AM-SOURCE, LLC
	ANAGRAM INTERNATIONAL HOLDINGS, INC.
	ANAGRAM INTERNATIONAL INC.
	PARTY CITY CORPORATION
	TRISAR, INC.
	US BALLOON MANUFACTURING CO., INC.
		
	By:	 	 /s/ Michael A. Correale

		 	Name:	 	Michael A. Correale
		 	Title:	 	Vice President
	
	ANAGRAM EDEN PRAIRIE PROPERTY HOLDINGS LLC
		 	BY:	 	PARTY CITY HOLDINGS INC., ITS SOLE MEMBER
		
	By:	 	 /s/ Michael A. Correale

		 	Name:	 	Michael A. Correale
		 	Title:	 	Chief Financial Officer
	
	AMSCAN PURPLE SAGE, LLC
	AMSCAN NM LAND, LLC
		 	BY:	 	AMSCAN INC., ITS SOLE MANAGER
		
	By:	 	 /s/ Michael A. Correale

		 	Name:	 	Michael A. Correale
		 	Title:	 	Vice President



  
 [Signature Page to
Supplemental Indenture] 








 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President



  
 [Signature Page to
Supplemental Indenture]