$24,574,157 Philadelphia, Pennsylvania
November 15, 1995
FOR VALUE RECEIVED, the undersigned, CSS Industries, Inc. ("CSS"),
hereby promises to pay to Xxxxxx Greetings, Inc. ("Xxxxxx") in connection with
the acquisition of all of the outstanding capital stock of Xxxx, Inc. ("Xxxx")
from Xxxxxx, in accordance with the provisions of a Stock Purchase Agreement
dated as of October 3, 1995 (the "Stock Purchase Agreement"), the principal
amount of Twenty Four Million, Five Hundred Seventy Four Thousand, One Hundred
Fifty Seven ($24,574,157), (such amount, the "Principal Amount").
This Promissory Note is delivered pursuant to Section 1.2(b) of the
Stock Purchase Agreement. Capitalized terms used herein without definition shall
have the respective meanings ascribed thereto in the Stock Purchase Agreement.
1. Payment of Principal and Interest.
1.1 Principal. The unpaid Principal Amount of this Promissory Note
shall be due and payable in full on the seventy-fifth day after the date of this
Promissory Note (the "Maturity Date").
1.2 Interest. CSS shall pay interest on the Principal Amount of this
Promissory Note from time to time outstanding at the rate of eight percent (8%)
per annum. Interest shall be computed on a 365-day basis based on the actual
number of days elapsed and shall be due and payable on the Maturity Date. If CSS
fails to pay the Principal Amount in full on or before the Maturity Date, the
Principal Amount (together with all accrued and unpaid interest hereunder) shall
thereafter bear interest at the rate of twelve percent (12%) per annum.
1.3 Optional Prepayment by CSS. The Principal Amount of this Promissory
Note may be prepaid by CSS, in whole or in part and from time to time, at any
time following the date of this Promissory Note without premium or penalty. Any
prepayment of the Principal Amount of this Promissory Note shall be accompanied
by interest accrued and unpaid on the amount of such prepayment to the date of
prepayment.
2. Payments; Payments Final. All payments under this Promissory Note
shall be made on the day when due in lawful money of the United States of
America to Xxxxxx at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 or at such other
place within the United States, as Xxxxxx may from time to time designate.
Whenever any payment to be made under this Promissory Note shall be stated to be
due on a Saturday, Sunday or public holiday or the equivalent for banks
generally under the laws of the Commonwealth of Pennsylvania (any other day
being a "Business Day"), such payment may be made on the next succeeding
Business Day.
3. Transfer Restricted. Xxxxxx shall not transfer or hypothecate this
Promissory Note, except that Xxxxxx may hypothecate this Promissory Note with
the consent of CSS, which consent shall not be unreasonably withheld.
4. Governing Law. This Promissory Note shall be governed by and
construed in accordance with the laws of the State of Delaware.
5. No Right of Set-Off. This note is issued pursuant to the Stock
Purchase Agreement. However, this Note is an independent obligation of CSS to
Xxxxxx and shall not be subject to set-off or defense for any matter arising
from the Stock Purchase Agreement or otherwise.
6. Waiver. CSS waives presentment for payment, demand, notice of
nonpayment, notice of protest, protest and notice of dishonor of this Note, and
all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note.
7. Severability. If any provision of this Promissory Note or the
application thereof to any person or any circumstance shall, for any reason and
to any extent, be invalid or unenforceable, neither the remainder of this
Promissory Note nor the application of such provision to any other person or
circumstance shall be affected thereby, but rather the same shall be enforced to
the greatest extent permitted by law.
8. Costs of Collection. If Xxxxxx commences any action to enforce its
rights under the Promissory Note, CSS shall pay to Xxxxxx all reasonable
attorneys' fees and expenses incurred by Xxxxxx in connection with such action.
IN WITNESS WHEREOF, the undersigned has executed this Promissory Note
on the date first above written.
CSS INDUSTRIES, INC.
By:
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Name: Xxxxx X. Xxxxxx
Title: Vice President - Finance
Chief Financial Officer
