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Exhibit 2(b)
CAPITAL CONTRIBUTION AGREEMENT
AGREEMENT dated as of October 9, 1996 between AMSCAN HOLDINGS, INC. a
Delaware corporation ("Amscan")and MESSRS. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively referred to herein as the "AM-SOURCE
SHAREHOLDERS" and MESSRS. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ referred to
herein as the "OPERATING SHAREHOLDERS") being the owners of record of fifty
(50%) percent of the issued and outstanding stock of AM-SOURCE, INC., a Rhode
Island corporation ("Am-Source").
WHEREAS, AMSCAN wishes to acquire and the AM-SOURCE SHAREHOLDERS wish
to transfer all of the issued and outstanding stock of AM-SOURCE owned by them
in a transaction which with certain other simultaneous transfers is intended to
result in the tax-free incorporation of AMSCAN within the meaning of IRC
Section 351, as amended; and
NOW, THEREFORE, AMSCAN and the AM-SOURCE SHAREHOLDERS agree as follows:
SECTION 1 - EXCHANGE OF STOCK
1.1 ESCROW. On the date this Agreement is executed by the parties, each
of the AM-SOURCE SHAREHOLDERS shall surrender to the Escrow Agent the
certificate or certificates theretofore representing all of the outstanding
shares of AM-SOURCE common stock owned by them endorsed in blank or accompanied
by stock powers executed in blank, with all signatures guaranteed by a national
bank and with all necessary transfer tax and other revenue stamps affixed. The
AM-SOURCE SHAREHOLDERS hereby irrevocably instruct the Escrow Agent to deliver
the shares of AM-SOURCE held in escrow to AMSCAN on the Closing Date whereupon
such shares will be converted by AMSCAN into that number of shares of AMSCAN
determined by dividing the price at which the AMSCAN shares will be issued to
the public pursuant to the Underwriting Agreement (described below) into Seven
Million Five Hundred Thousand and N0/100 ($7,500,000.00) Dollars. For example,
if the price at which AMSCAN shares will be offered to the public pursuant to
the Underwriting Agreement equals Fifteen and N0/100 ($15.00) Dollars per share,
then AMSCAN will on the Closing Date issue Five Hundred Thousand (500,000)
shares of AMSCAN stock to the AM-SOURCE SHAREHOLDERS to be divided among such
shareholders in proportion to the number of shares of AM-
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SOURCE delivered by each shareholder to the Escrow Agent as specified in Exhibit
A annexed hereto and made a part hereof. Notwithstanding such escrow, the
AM-SOURCE SHAREHOLDERS shall retain all voting rights and all rights to all
dividends and other distributions with respect to the escrow shares of AM-
SOURCE. The parties hereto designate the law firm of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ to be
the Escrow Agent.
1.2 CLOSING DATE. The "Closing Date" or the "Closing" shall occur
immediately before the Underwriting Agreement between ▇▇▇▇▇▇▇ Sachs & Co. and
Alex. ▇▇▇▇▇ & Sons (the "Underwriters") and AMSCAN to offer shares of AMSCAN in
the public market (the "Underwriting Agreement") is executed and becomes
effective.
1.3 FRACTIONAL SHARES. No fractional shares of AMSCAN common stock
shall be issued to any shareholder of AM-SOURCE hereunder, and any fractional
share to which any shareholder would otherwise be entitled shall be rounded off
to the nearest whole share.
1.4 FINAL TERMINATION. In the event that the escrow created by this
Agreement is not otherwise terminated on or before two hundred seventy (270)
days following the date this Agreement is executed, it shall terminate on the
two hundred seventy-first (271st) date after the date this Agreement is executed
and the escrow shares shall be released from escrow and distributed to the
AM-SOURCE SHAREHOLDERS.
1.5 RULES APPLICABLE TO ESCROW.
(A) The Escrow Agent shall have the right at any time to place
the AM-SOURCE shares with the Clerk of a Court of competent jurisdiction and
shall give Notice of such placement to the parties. Upon such placement or other
disbursement in accordance with the terms of this Agreement, the Escrow Agent
shall be relieved and discharged of all further obligations and responsibilities
hereunder.
(B) The parties acknowledge that the Escrow Agent is acting
solely as a stakeholder at their request and for their convenience and that the
Escrow Agent shall not be liable to either party for any act or omission on its
part unless taken or suffered in bad faith or in willful disregard of this
Agreement or involving gross negligence on the part of the Escrow Agent. AMSCAN
and the AM-SOURCE SHAREHOLDERS jointly and severally agree to defend, indemnify
and hold the Escrow Agent harmless from and against all costs, claims and
expenses (including reasonable attorneys' fees) incurred in connection with the
performance of the Escrow Agent's duties hereunder, except with respect to
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actions or omissions taken or suffered by the Escrow Agent in bad faith or in
willful disregard of this Agreement or involving gross negligence on the part of
the Escrow Agent.
(C) The Escrow Agent may act or refrain from acting in respect
of any matter referred to herein in full reliance upon and with the advice of
counsel, which may be selected by it (including any member of its firm) and
shall be fully protected in so acting or refraining from action upon the advice
of such counsel.
(D) The Escrow Agent acknowledges receipt of the AM- SOURCE
shares and the Escrow Agent's agreement to the provisions of this Paragraph by
signing in the place indicated on the signature page of this Agreement.
(E) The Escrow Agent or any member of its firm shall be
permitted to act as counsel for AMSCAN in any dispute between the parties
provided the Escrow Agent places the AM-SOURCE shares with the clerk of a court
of competent jurisdiction as provided in subparagraph (A) of this Paragraph 1.5.
SECTION 2 - REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Operating Shareholders represent and warrant that:
2.1 CORPORATE STATUS. AM-SOURCE is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Rhode
Island and is licensed or qualified as a foreign corporation in all states in
which the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 CAPITALIZATION. The authorized capital stock of AM- SOURCE consists
of 1,000 shares of no par value common stock, of which 120 shares are issued and
outstanding, all fully paid and nonassessable owned by the shareholders listed
in Exhibit A..
2.3 SUBSIDIARIES. AM-SOURCE has no subsidiaries.
2.4 FINANCIAL STATEMENTS. AM-SOURCE'S balance sheets as of December
1993, 1994 and 1995, and the related statements of income and retained earnings
for the years then ended, all certified by Sparrow, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc., and
the unaudited balance sheet and related statement of income and retained
earnings for the period ended June 30, 1996, copies of which have been delivered
by AM-SOURCE to AMSCAN, fairly present the financial condition of AM-SOURCE as
of said dates and the results of its operations for the periods then ended, in
conformity with generally accepted accounting principles consistently applied
for the periods covered.
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2.5 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected
or reserved against in AM-SOURCE'S balance sheet as of June 30, 1996, AM-SOURCE
did not have at that date any liabilities or obligations (secured, unsecured,
contingent, or otherwise).
2.6 ABSENCE OF CERTAIN CHANGES. Except as heretofore disclosed in
writing by AM-SOURCE to AMSCAN there has been no material adverse change in the
business, properties, or financial condition of AM-SOURCE since June 30, 1996.
2.7 LITIGATION, AND SO FORTH. Except as heretofore disclosed in writing
by AM-SOURCE to AMSCAN, there is no litigation, proceeding, or investigation
pending or, to the knowledge of AM-SOURCE, threatened against AM-SOURCE.
2.8 CONTRACTS. Except as heretofore disclosed in writing by AM-SOURCE
to AMSCAN, AM-SOURCE is not a party to any material contract not in the ordinary
course of business that is to be performed in whole or in part at or after the
date of this Agreement.
2.9 TITLE. AM-SOURCE has good and marketable title to all assets
included in the balance sheet of AM-SOURCE as of June 30, 1996, other than
property disposed of in the ordinary course of business, after said date. Except
as heretofore disclosed in writing by AM-SOURCE to AMSCAN, the properties of
AM-SOURCE are not subject to any mortgage, encumbrance, or lien of any kind
except minor encumbrances that do not materially interfere with the use of the
property in the conduct of the business of AM-SOURCE.
2.10 TAX RETURNS. The provisions for federal and state taxes reflected
in the financial statements referred to in Section 8.4 hereof are adequate to
cover any such taxes that may be assessed against AM-SOURCE in respect of its
business and its operations during the periods covered by said financial
statements and all prior periods. AM-SOURCE has filed all required federal,
state or local tax returns of any kind or nature by the due date of any
applicable tax return except to the extent it has obtained extensions of time
for filing authorized by law. There are no pending audits of any of AM-SOURCE'S
tax returns and except as heretofore disclosed in writing, there are no
outstanding liabilities for taxes of any kind for which the due date of payment
has passed.
2.11 NO VIOLATION. Consummation of the merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease or agreement, or any order, judgment, decree, law, or
regulation to which any
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property of AM-SOURCE is subject or by which AM-SOURCE is bound, except for
breaches or defaults that in the aggregate would not have a materially adverse
effect on AM-SOURCE'S properties, business operations, or financial condition.
2.12 EMPLOYEE PLANS. AM-SOURCE does not maintain for the benefit of its
employees any "employee benefit plans" as defined in Section3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other profit
sharing, deferred compensation, bonus, stock option, stock purchase, or employee
benefit plans or arrangements, except for a 401(k) and profit sharing plan (the
"Am-Source 401(k) Plan"). AM-SOURCE will make available to AMSCAN a true and
complete copy of the Am-Source 401(k) Plan and any related funding agreements,
including all amendments, supplements and modifications thereto all of which are
legally valid and binding and in full force and effect and not in default in any
respect. AM-SOURCE will also make available to AMSCAN a true and complete copy
of the most recent annual report for the Am-Source 401(k) Plan and the I.R.S.
determination letter, if any, for the Am-Source 410(k) Plan and each amendment
thereto. All contributions required to be made to the Am-Source 401(k) Plan
under the terms of that Plan by ERISA or other applicable law have been timely
made. The Am-Source 401(k) Plan complies currently and has complied in the past,
in form and in operation with the applicable provisions of ERISA, the Internal
Revenue Code of 1986 (the "Code"), and other applicable law in all material
respects. AM-SOURCE will make any amendments required to be made to the
Am-Source 401(k) Plan to comply with applicable legislation prior to the
Effective Date. There have been no "prohibited transactions" (as defined in Code
Section 4975(c)(1) that would subject the Am-Source 401(k) Plan, any fiduciary
thereof or any party dealing with the Am-Source 401(k) Plan to the tax on
prohibited transactions imposed by Code Section 4975 or to a civil penalty
imposed by Section 502 of ERISA. No event that constitutes a "Reportable Event"
as defined in Section 4043 of ERISA has occurred with respect to the Am-Source
401(k) Plan or any plan maintained by AM-SOURCE. There are no issues or disputes
with respect to any AM-SOURCE benefit plan or the administration thereof
currently existing between any trustee or other fiduciary thereunder, AMSCAN and
any governmental agency, employee, former employee or beneficiary of any
employee or former employee of AM-SOURCE.
2.13 ENVIRONMENTAL MATTERS. Except as heretofore disclosed by AM-SOURCE
to AMSCAN in writing, to the best of our knowledge there are no hazardous
materials (as defined by federal, state or local law) on the premises occupied
by AM-SOURCE, except those in compliance with all applicable federal, state or
local laws, ordinances, rules and regulations, and neither AM-SOURCE nor any of
the AM-SOURCE SHAREHOLDERS has received any notice or advice from any
governmental agency or any source whatsoever with respect to Hazardous Materials
on, from or affecting the premises occupied by AM-SOURCE.
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2.14 LEASE. The lease dated July 1, 1993 between K.K.H.L.L.C.(formerly
K.K.H.Z. Real Estate Corporation) and Am-Source, Inc. with respect to the
premises described on Exhibit B attached hereto (the "Lease") is in full force
and effect and no event of default has occurred or is continuing with respect to
the Lease.
SECTION 3 - REPRESENTATIONS AND WARRANTIES OF AMSCAN
AMSCAN represents and warrants that:
3.1 CORPORATE ORGANIZATION AND GOOD STANDING. AMSCAN is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware.
3.2 NO VIOLATION. Consummation of the exchanges contemplated by this
Agreement will not constitute or result in breach or default under any provision
of any charter, bylaw, indenture, mortgage, lease or agreement or any order,
judgment, decree, law or regulation to which any property of AMSCAN is subject
or by which AMSCAN is bound, except for breaches or defaults that in the
aggregate would not have a materially adverse effect on AMSCAN'S properties,
business operations or financial condition.
3.3 INVESTMENT INTENT. AMSCAN is acquiring the AM-SOURCE shares to be
transferred to and under this Agreement for investment and not with a view to
the sale or distribution thereof, and AMSCAN has no commitment or present
intention to liquidate AM-SOURCE or to sell or otherwise dispose of its stock.
SECTION 4 - CONDUCT OF AM-SOURCE PENDING
EXCHANGE OF STOCK
The Operating Shareholders covenant that between the date of this
Agreement and the Closing Date:
4.1 CERTIFICATE OF INCORPORATION AND BYLAWS. No change will be made in
AM-SOURCE'S certificate of incorporation or bylaws.
4.2 CAPITALIZATION AND SO FORTH. AM-SOURCE will not make any change in
its authorized or issued capital stock, declare or pay any dividend or other
distribution (other than distributions of any and all previously undistributed S
corporation income from AM-SOURCE'S inception through and including the Closing
Date provided any such distribution does not violate the terms of any agreement
to which AM-SOURCE is a party) or issue, encumber, purchase, or otherwise
acquire any of its capital stock.
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4.3 CONDUCT OF BUSINESS. AM-SOURCE will use its best efforts to
maintain and preserve its business organization, employee relationships, and
goodwill intact, and will not, without the written consent of AMSCAN, enter into
any material commitment except in the ordinary course of business or increase,
directly or indirectly, the compensation of any officer or employee whose annual
rate of compensation after the increase will exceed Fifty Thousand and N0/100
($50,000.00) Dollars.
SECTION 5 - CONDUCT OF AMSCAN PENDING EXCHANGE OF STOCK
AMSCAN agrees that it will conduct itself in the following manner
pending the closing.
5.1 CERTIFICATE OF INCORPORATION AND BYLAWS. No change will be made in
AMSCAN'S certificate of incorporation or bylaws.
SECTION 6 - CONDITIONS PRECEDENT TO OBLIGATIONS OF AMSCAN
All obligations of AMSCAN under this Agreement are subject, at AMSCAN'S
option, to the fulfillment, before or at the Closing Date, of each of the
following conditions:
6.1 REPRESENTATIONS AND WARRANTIES. The Operating Shareholder's
representations and warranties contained in this Agreement shall be deemed to
have been made again at and as of the Closing Date and shall then be true in all
material respects and shall survive after the Effective Date.
6.2 DUE PERFORMANCE. The AM-SOURCE SHAREHOLDERS shall have performed
and complied with all the terms and conditions required by this Agreement to be
performed or complied with by them before the Closing Date.
6.3 OPINION OF COUNSEL. The AM-SOURCE SHAREHOLDERS shall have delivered
to AMSCAN an opinion of AM-SOURCE'S counsel, Peabody & ▇▇▇▇▇, dated as of the
Closing, to the effect that (1) the representations in Sections 2.1 and 2.2 are
correct; (2) except as specified in the opinion, counsel knows of no inaccuracy
in the representations of Sections 2.5, 2.6, 2.7 or 2.13; and (3) the stock
certificates, stock powers, and other instruments delivered to the Escrow Agent
as provided in Section 1.1 hereof are proper in form and substance and will vest
in AMSCAN good title to all of the AM-SOURCE Shareholder's shares of capital
stock of AM-SOURCE, free and clear of all liens, charges, and encumbrances, and
not subject to any adverse claims.
6.4 BOOKS AND RECORDS. The AM-SOURCE SHAREHOLDERS shall have caused
AM-SOURCE to make available to AMSCAN all books and records of AM-SOURCE,
including minute books and stock transfer records.
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6.5 REVOCATION OF PRIOR AUTHORIZATIONS. The AM-SOURCE Shareholders
hereby revoke as of the Closing Date all shareholders' agreements, prior
authorizations, powers of attorney, employment agreements, consulting
agreements, designations, and appointments relating to the signing of checks,
borrowing of funds, access to corporate safe-deposit boxes and other similar
matters, to the extent requested by AMSCAN. In addition, the AM-SOURCE
Shareholders hereby agree to terminate as of the Closing, the Pledge Agreement
dated July 1, 1993 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇
and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.
6.6 EMPLOYMENT AGREEMENTS. The Operating Shareholders shall have each
executed Employment Agreements in the form set forth in Exhibits B and C annexed
hereto.
SECTION 7 - CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE AM-SOURCE SHAREHOLDERS
All obligations of the AM-SOURCE SHAREHOLDERS under this Agreement are
subject, at their option, to the fulfillment, before or at the Closing Date, of
each of the following conditions:
7.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The representations
and warranties of AMSCAN contained in this Agreement shall be deemed to have
been made again at and as of the Closing Date and shall then be true in all
material respects.
7.2 DUE PERFORMANCE. AMSCAN shall have performed and complied with all
the terms and conditions required by this Agreement to be performed or complied
with by it before the Effective Date.
7.3 OPINION OF AMSCAN'S COUNSEL. The AM-SOURCE SHAREHOLDERS shall have
received an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Counsel for AMSCAN, dated as of the
Closing Date, to the effect that (1) the representations of AMSCAN are correct;
(2) except as specified in the opinion, counsel knows of no inaccuracy in the
representations in AMSCAN, and (3) the shares of AMSCAN to be issued to the
AM-SOURCE SHAREHOLDERS under this Agreement will, when so issued, be validly
issued, fully paid and nonassessable.
7.4 TRANSFER OF SHARES. All of the shares of common stock of AM-SOURCE,
INC. owned by any person or persons other than the AM-SOURCE SHAREHOLDERS shall
be transferred to AMSCAN on or before the Closing Date.
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SECTION 8 - INDEMNIFICATION
8.1 INDEMNIFICATION OF AMSCAN.
(a) The Operating Shareholders severally (and not jointly) do
hereby indemnify and agree to keep indemnified, AMSCAN against any loss, damage,
or expense (including reasonable attorneys' fees) suffered by AMSCAN from (a)
any breach by AM- SOURCE of this Agreement or (2) any inaccuracy in or breach of
any of the representations, warranties, or covenants by the Operating
Shareholders or AM-SOURCE herein; provided, however, that AMSCAN shall be
entitled to assert rights of indemnification hereunder only if and to the extent
that it suffers loss, damages, and expenses (including reasonable attorney fees)
exceeding Twenty Thousand and N0/100 ($20,000.00) Dollars in the aggregate.
Subject to the limitations set forth in the preceding sentence, if any one of
the AM-SOURCE SHAREHOLDERS takes any action, individually, which will have a
material adverse effect on the transactions contemplated by this Agreement, such
shareholder shall be solely responsible to indemnify AMSCAN and its other
shareholders against any loss, damage or expense (including reasonable
attorneys' fees) suffered by AMSCAN and its other shareholders on account of
such action. No loss, damage, or expense shall be deemed to have been sustained
by AMSCAN to the extent of insurance proceeds paid to, or tax benefits
realizable by AMSCAN as a result of the event giving rise to such right to
indemnification.
8.2 INDEMNIFICATION OF AM-SOURCE SHAREHOLDERS. AMSCAN agrees to
indemnify the AM-SOURCE SHAREHOLDERS against any loss, damage, or expense
(including reasonable attorney fees) suffered by any of the AM-SOURCE
SHAREHOLDERS from (1) any breach by AMSCAN of this Agreement or (2) any
inaccuracy in or breach of any of AMSCAN'S representations, warranties, or
covenants herein.
8.3 DEFENSE OF CLAIMS. Upon obtaining knowledge thereof, the
indemnified party shall promptly notify the indemnifying party of any claim
which has given or could give rise to a right of indemnification under this
Agreement. If the right of indemnification relates to a claim asserted by a
third party against the indemnified party, the indemnifying party shall have the
right to employ counsel acceptable to the indemnified party to cooperate in the
defense of any such claim. As long as the indemnifying party is defending any
such claim in good faith, the indemnified party will not settle such claim. If
the indemnifying party does not elect to defend any such claim, the indemnified
party shall have no obligation to do so.
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SECTION 9 - LEASE CONTINUATION
(a) At the same time that this agreement is executed by the parties
hereto, K.K.H.L.L.C., the Landlord under the Lease shall deliver a letter (the
"Landlord's Letter") to Amscan containing certain warranties, representations
and covenants. A copy of the Landlord's Letter is annexed to this agreement as
Exhibit C.
(b) The Operating Shareholders recognize and acknowledge that Amscan is
relying upon the warranties, representations and covenants contained in the
Landlord's Letter, and Am-Source and the Operating Shareholders agree that any
material breach of any of the warranties, representations or covenants contained
in the Landlord's Letter will constitute a default under this Agreement subject
to the indemnification provisions of this Agreement.
SECTION 10 - TERMINATION
This Agreement may be terminated (1) by mutual consent in writing; or
(2) by either the AM-SOURCE SHAREHOLDERS or AMSCAN if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by any party, acting alone or in unison with another party, if the
Underwriting Agreement has not been executed or the Closing shall not have taken
place, unless adjourned to a later date by mutual consent in writing, within two
hundred seventy (270) days of the date this Agreement is executed.
SECTION 11 - GENERAL PROVISIONS
11.1 FURTHER ASSURANCES. At any time, and from time, after the
Effective Date, each party will execute such additional instruments and take
such action as may be reasonably requested by any other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
11.2 WAIVER. Any failure on the part of any party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
11.3 BROKERS. Except as heretofore disclosed in writing by Am-Source to
Amscan, each party represents to the other parties that no broker or finder has
acted for it in connection with this Agreement, and agrees to indemnify and hold
harmless the other parties against any fee, loss, or expense arising out of
claims by brokers or finders employed or alleged to have been employed by it.
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11.4 NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class registered or certified mail, return receipt requested,
as follows:
IF TO AMSCAN: Amscan Holdings, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
WITH A COPY TO: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
IF TO AM-SOURCE: Am-Source, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Comptroller
IF TO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ OR
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇: Am-Source, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
WITH A COPY TO: Peabody & ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Esq.
11.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties and supersedes and cancels any other agreements,
representations, or communication, whether oral or written, among the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
11.6 HEADINGS. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
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11.7 ASSIGNMENT. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors, heirs and assigns;
provided, however, that any assignment by any party of its rights under this
Agreement without the written consent of the other parties shall be void.
11.8 COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Escrow Agent AMSCAN HOLDINGS, INC.
By: /S/ ▇▇▇▇ LEVER By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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ACKNOWLEDGEMENTS
STATE OF NEW YORK ]
COUNTY OF WESTCHESTER ] ss.:
On the 9th day of October, 1996 before me personally came ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ to me known, who, being by me duly sworn, did depose and say that he
resides at ▇▇.▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
that he is the President of AMSCAN HOLDINGS, INC., the corporation described in
and which executed the foregoing instrument, and that he signed his name thereto
by order of the board of directors of said corporation.
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Notary Public
STATE OF RHODE ISLAND)
)ss.:
COUNTY OF PROVIDENCE )
On the 9th day of October, 1996, before me personally came ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ to me known to be the individual described in and who executed the
foregoing instrument, and acknowledged that he executed the same.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Notary Public
13
14
STATE OF RHODE ISLAND)
)ss.:
COUNTY OF PROVIDENCE )
On the 9th day of October, 1996, before me personally came ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ to me known to be the individual described in and who executed the
foregoing instrument, and acknowledged that he executed the same.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Notary Public
STATE OF RHODE ISLAND)
)ss.:
COUNTY OF PROVIDENCE )
On the 9th day of October, 1996, before me personally came ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ to me known to be the individual described in and who executed the
foregoing instrument, and acknowledged that he executed the same.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Notary Public
14
15
EXHIBIT A
Shares of AM-SOURCE, INC. held by AM-SOURCE SHAREHOLDERS and
Delivered to Escrow Agent:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 19
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 22
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 19
---
TOTAL 60
===
15
