EXHIBIT G - FORM OF
ACCEPTANCE OF
PROCESS AGENT
[LETTERHEAD OF PAXAR]
[Date]
To each of the Lenders party to the
Credit Agreement referred to below,
and to Fleet National Bank, as
Administrative Agent for
such Lenders
[Name of Additional Borrower]
Ladies and Gentlemen:
Reference is made to (a) 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"), and (b) the Credit Agreement
Supplement dated _________, pursuant to which __________, a ___________ (the
"Additional Borrower"), has become a "Borrower" under and for all purposes of
the Credit Agreement. Terms defined in the Credit Agreement are used herein with
the same meaning
Pursuant to Section 9.13 of the Credit Agreement and to the Credit
Agreement Supplement, the Additional Borrower has appointed Paxar (with its
address at _________________________, Attention: _______________) as its process
agent (the "Process Agent") to receive on behalf of the Additional Borrower and
its property service of copies of any summons and complaint and any other
process that may be served in any action or proceeding in any New York state
court or any federal court sitting in New York City, New York, and any appellate
court from any thereof, arising out of or relating to its Credit Agreement
Supplement, the Credit Agreement or any of the Notes issued by it.
The undersigned hereby accepts such appointment as the Process Agent and
agrees with each of you that (a) Paxar will maintain an office in White Plains,
through the Termination Date and will give the Administrative Agent prompt
notice of any change of its address, (b) Paxar will perform its duties as the
Process Agent to receive on behalf of the Additional Borrower and its property
service of copies of any summons and complaint and any other process that may be
served in any action or proceeding in any New York state court or any federal
court sitting in New York City, New York, and any appellate court from any
thereof, arising out of or relating to the Credit Agreement Supplement of the
Additional Borrower, the Credit Agreement or any of the Notes issued by the
Additional Borrower and (c) the undersigned will forward forthwith to the
Additional Borrower at its address at ________________ or, if different, its
then current address, copies of any summons, complaint and other process that
the undersigned receives in connection with its appointment as the Process Agent
therefor.
This acceptance and agreement shall be binding upon ▇▇▇▇▇ and all of its
successors and assigns.
Very truly yours,
PAXAR CORPORATION
By
----------------------------------------
Name:
Title:
