exv10w14






Exhibit 10.14




Form of Management Agreement Termination




     This Agreement (this “Agreement”) is entered into as of the [__] day of [______], 2011 by and
among Amscan Holdings, Inc. (the “Company”), Berkshire Partners LLC (“Berkshire
Partners”), Weston Presidio Service Company LLC (“Weston Presidio” and, together with
Berkshire Partners, the “Consultants”) and Advent International Corporation
(“Advent”).



     WHEREAS, the Company and Consultants are party to an Amended and Restated Management Agreement
dated November 10, 2006 (the “Management Agreement”);



     WHEREAS, the Consultants are party to a Management Fee Agreement with Advent, dated August 19,
2008 (the “Management Fee Agreement”);



     WHEREAS, in connection with the initial public offering of shares of common stock of Party
City Holdings Inc., the parent of the Company (the “Initial Public Offering”), the Company
and the Consultants desire to terminate all services by the Consultants to the Company as provided
in the Management Agreement; and



     WHEREAS, the Management Fee Agreement will terminate pursuant to its terms upon the
termination of the Management Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:



     1. Termination of Management Agreement.




	 	a.	 	Effective upon the closing of the Initial Public Offering, the
Management Agreement will terminate and be of no further force and effect;
	 
	 	b.	 	In exchange for the termination of the Management Agreement, the
Company will pay an aggregate sum of $3.75 million upon the closing of the Initial
Public Offering (the “Termination Fee”), which the Company shall pay to
the following person in the amounts noted: Berkshire Partners ($     );
Weston Presidio ($     ); and Advent ($     ); and
	 
	 	c.	 	Upon termination of the Management Agreement, the Management Fee
Agreement shall terminate immediately pursuant to its terms, and Advent
acknowledges that upon receipt of the sum described in the preceding paragraph no
further payments will be owing to it under the Management Fee Agreement.





 









 





     2. Consultants — No Further Payments Due. Other than the amounts described in the
preceding Section 1, the Consultants hereby waive all accrued and outstanding fees, expenses and
other amounts payable by the Company to the Consultants under the Management Agreement, including,
without limitation, any transaction fee payable under the Management Agreement.



     3. Representations. Each of the parties signing this Agreement represents and
warrants that the execution hereof by such party has been duly authorized by all necessary actions,
that the person signing on behalf of such party has been duly authorized to do so, and that this
Agreement constitutes a legal, valid and binding obligation of such party and shall inure to the
benefit of each party and its respective successors and assigns.



     4. Entire Agreement. This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes any prior communication or agreement with
respect thereto.



     5. Governing Law. This Agreement shall be governed by the law of the State of
Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles
of conflicts of Law) as to all matters, including but not limited to matters of validity,
construction, effect, performance and remedies.



     6. Counterparts. This Agreement may be executed in any number of counterparts and by
each of the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which together shall constitute one and the same agreement.



     7. Severability. If any term or other provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or incapable of being enforced under any
applicable law in any particular respect or under any particular circumstances, such finding shall
in no event invalidate any other provision of this Agreement. This Agreement shall be construed
and enforced as if such provision were not contained in this Agreement to the fullest extent
possible consistent with expressing the original intent of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 









 








     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf
as of the date first above written by its officer or representative thereunto duly authorized.



	 	 	 	 	 

	Amscan Holdings, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Berkshire Partners LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Weston Presidio Service Company LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Advent International Corporation	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






[Signature Page to the Termination Agreement]