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NOTE
New York, New York U.S. $5,907,559.00
March 3, 1997
FOR VALUE RECEIVED, Paxar Corporation, a New York corporation
("Maker"), HEREBY PROMISES TO PAY TO Odyssey Partners, L.P., a Delaware limited
partnership ("Payee"), having a principal place of business at 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal sum of $5,907,559.00, together
with interest thereon (as set forth below) on January 2, 1998, in lawful money
of the United States (the "Maturity Date").
1. This Note shall bear interest on all outstanding principal
(as well as on all accrued and unpaid interest) at an annual interest rate equal
to 4.88%, compounded quarterly.
2. Both principal and interest are payable to Payee upon the
Maturity Date at Maker's principal place of business or at such address or
account of Payee as Payee shall designate to Maker in writing not later than
five business days prior to the Maturity Date, in immediately available funds.
3. This Note may not be prepaid, in whole or in part, without
the consent of the Payee.
4. The following shall constitute Events of Default hereunder:
(a) Maker shall fail to pay when due any interest or principal hereunder; (b)
the dissolution or termination of existence of Maker; (c) the commencement of
any case, proceeding or other action by Maker under any existing or future law
of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up or liquidation with
respect to it or its debts; (d) the seeking by Maker of appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its assets; or an assignment for the benefit of its
creditors; or (e) the commencement against Maker of any case, proceeding or
other action of a nature referred to in clause (c) above which results in the
entry of any order for relief or any such adjudication or appointment which
remains undismissed, undischarged, unbonded or unstayed for a period of sixty
(60) days. If any such Event of Default shall occur, then the entire unpaid
principal amount of this Note and all interest accrued and unpaid hereon shall
automatically and immediately become due and payable, without presentment,
demand, protest and all other notices of any kind, all of which are hereby
expressly waived by Maker.
5. Demand, presentment for payment, notice of dishonor,
protest and notice of protest are hereby waived by Maker.
6. This Note may not be changed orally and in any event, no
amendment, modification or waiver of any term or provision of this Note, nor any
consent to any departure by Maker therefrom shall be effective unless in writing
and signed by the party against whom enforcement of such amendment,
modification, waiver or change, is sought.
7. No failure on the part of Payee to exercise, and no delay
in exercising, any right or remedy hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise by Payee of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy. The rights and remedies provided herein are cumulative
and not exclusive and are in addition to all others that may be provided by
applicable law and other agreements and documents.
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8. In receipt of evidence reasonably satisfactory to Maker of
the loss, theft, destruction or mutilation of this Note, and upon receipt of an
indemnity bond reasonably satisfactory to Maker, Maker will, at the expense of
Payee, execute and deliver, in lieu thereof, a new Note of like tenor.
9. This Note shall be binding upon Maker and its successors
and shall inure to the benefit of Xxxxx and its successors.
10. This Note is that certain "Note" referred to in, and is
secured by, a Letter of Credit, dated the date hereof, issued by Fleet Bank in
favor of the holder of this Note.
11. The terms and provisions of this Note are severable, and
if any term or provision shall be determined to be superseded, illegal, invalid
or otherwise unenforceable in whole or in part pursuant to applicable law by a
governmental authority having jurisdiction, such determination shall not in any
manner impair or otherwise affect the validity, legality or enforceability of
that term or provision in any other jurisdiction or any of the remaining terms
and provisions of this Note in any jurisdiction.
12. Maker's obligations under this Note are unconditional and
shall not be subject to set off or deduction in any manner or for any reason
whatsoever, including without limitation, any liability or obligation of Odyssey
Partners, L.P. ("Odyssey") under the Stock Purchase Agreement, dated as of
December 20, 1996, as amended by Amendment No. 1 to Stock Purchase Agreement,
dated as of March 3, 1997, between Maker and Odyssey.
13. This Note shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, Maker has caused this Note to be executed
and delivered by its duly authorized officer as of the date first above written.
PAXAR CORPORATION
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Chief Financial Officer
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