EXHIBIT D - FORM OF
DESIGNATION AGREEMENT
Dated _______________, 200_
Reference is made to the Second Amended and Restated Credit Agreement dated
as of September __, 2002 (as amended or modified from time to time, the "Credit
Agreement") among Paxar Corporation, a New York corporation ("Paxar"), the other
Borrowers (as defined in the Credit Agreement) party thereto, the Lenders (as
defined in the Credit Agreement) and Fleet National Bank, as agent for the
Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are
used herein with the same meaning.
_______________________ (the "Designor") and _______________________ (the
"Designee") agree as follows:
1. The Designor hereby designates the Designee, and the Designee hereby
accepts such designation, to have a right to make Competitive Bid Advances
pursuant to Section 2.03 of the Credit Agreement.
2. The Designor makes no representation or warranty and assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Loan Documents or any other instrument or
document provided pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, the Loan Documents or any other instrument or
document furnished pursuant thereto and (ii) the financial condition of any Loan
Party or the performance or observance by any Loan Party of any of its
obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto.
3. The Designee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01 or delivered pursuant to Section 5.01(o) thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Designation Agreement; (ii) agrees that
it will, independently and without reliance upon the Administrative Agent, the
Designor or any other Lender Party and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement; (iii)
confirms that it is a Designated Bidder; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (v) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Designated
Bidder.
4. Following the execution of this Designation Agreement by the Designor
and its Designee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date for
this Designation Agreement (the "Effective Date") shall be the date of
acceptance hereof by the Administrative Agent, unless otherwise specified on the
signature page hereto.
5. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, the Designee shall be a party to the Credit Agreement with a
right to make Competitive Bid Advances as a Designated Bidder pursuant to
Section 2.03 of the Credit Agreement and the rights and obligations of a Lender
related thereto.
6. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
7. This Designation Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Designation Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Designation Agreement.
IN WITNESS WHEREOF, the Designor and the Designee have caused this
Designation Agreement to be executed by their officers thereunto duly authorized
as of the date first above written.
Effective Date*: _______________, 200__
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* This date should be no earlier than five Business Days after the delivery
of this Designation Agreement ot the Administrative Agent.
[NAME OF DESIGNOR],
as Designor
By
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Title:
[NAME OF DESIGNEE],
as Designee
By
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Title:
Applicable Lending Office (and address for notices):
[Address]
Accepted this ____ day
of _______________, 200_
FLEET NATIONAL BANK, as Administrative Agent
By
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Title: