EXHIBIT E - FORM OF
CREDIT AGREEMENT
SUPPLEMENT
[DATE]
To each of the Banks under the Credit
Agreement referred to below
Ladies and Gentlemen:
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.
[NAME AND JURISDICTION OF INCORPORATION OF ADDITIONAL BORROWER] (the
"Additional Borrower"), in consideration of the agreement of each Bank to extend
credit to it from time to time under, and on the terms and conditions set forth
in, the Credit Agreement does hereby assume each of the obligations imposed upon
an Additional Borrower under the Credit Agreement and agrees to be bound by all
of the terms and conditions of the Credit Agreement.
The Additional Borrower hereby agrees as follows:
1. The Additional Borrower hereby agrees, as of the date first above
written, to be bound as a Borrower by all of the terms and conditions of the
Credit Agreement to the same extent as each of the other Borrowers as if it had
been a party thereto as a Borrower. The Additional Borrower further agrees, as
of the date first above written, that each reference in the Credit Agreement to
a "Borrower" shall, as and where the context requires also mean and be a
reference to the Additional Borrower, and each reference in any other Loan
Document to a "Borrower" or a "Loan Party" shall also mean, as and where the
context requires and be a reference to the Additional Borrower.
2. The Additional Borrower hereby represents and warrants to the
Administrative Agent and each of the Banks that the representations and
warranties contained in each Loan Document are correct on and as of the date
hereof as though made on and as of such date other than any such representations
and warranties that, by their terms, refer to a date other than the date hereof,
in which case as of such specific date (provided that the representations and
warranties referred to therein may be qualified, to the reasonable satisfaction
of the Administrative Agent, to take into account requirements of the local laws
of the foreign jurisdiction in which the Additional Borrower is located)
3. Pursuant to the terms of the Credit Agreement, the Administrative Agent
hereby indicates its approval of the Additional Borrower.
4. This Credit Agreement Supplement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
5. (a) THIS CREDIT AGREEMENT SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Credit Agreement Supplement or any other Loan
Document may be brought in the courts of the State of New York or of the United
States for the Southern District of New York, and, by execution and delivery of
this Credit Agreement Supplement, the Additional Borrower hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The Additional
Borrower hereby further irrevocably waives any claim that any such courts lack
jurisdiction over such Additional Borrower, and agrees not to plead or claim, in
any legal action or proceeding with respect to this Credit Agreement Supplement
or any other Loan Document brought in any of the aforesaid courts, that any such
court lacks jurisdiction over the Additional Borrower. The Additional Borrower
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. The Additional Borrower hereby irrevocably
appoints CT Corporation System with an office on the date hereof at 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Process Agent"), as its agent to
receive on behalf of the Additional Borrower and its property service of copies
of the summons and complaint and any other process which may be served in any
such action or proceeding. The Additional Borrower irrevocably consents to the
service of process in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Additional
Borrower at its address set forth on the signature pages hereof, such service to
become effective 30 days after such mailing. The Additional Borrower hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any other Loan Document that service of process was
in any way invalid or ineffective. Nothing herein shall affect the right of the
Administrative Agent,, any Lender Party or the holder of any Note to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Additional Borrower in any other jurisdiction.
(b) The Additional Borrower hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Credit Agreement Supplement or any other Loan Document brought in the
courts referred to in clause (a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such
action or proceeding brought in any such court has been brought in an
inconvenient forum.
(c) To the extent that the Additional Borrower has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to
itself or its property, the Additional Borrower to the extent permitted by
law hereby irrevocably waives such immunity in respect of its obligations
under this Credit Agreement Supplement or any other Loan Document and,
without limiting the generality of the foregoing, agrees that the waivers
set forth in this subsection (c) shall have the fullest scope permitted
under the United States Foreign Sovereign Immunities Act of 1976, as
amended, or any other similarly applicable foreign law and are intended to
be irrevocable for purposes of such Act or any other similarly applicable
foreign law.
6. The Additional Borrower hereby irrevocably waives all right to trial by
jury in any action, proceeding or counterclaim (whether based on contract, tort
or otherwise) arising out of or relating to this Credit Agreement Supplement or
any of the other Loan Documents to which it is a party, or the actions of the
Administrative Agent or any Lender Party in the negotiation, administration,
performance or enforcement thereof.
Very truly yours,
[NAME OF ADDITIONAL BORROWER]
By
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Name:
Title:
Address:
Accepted and Agreed:
FLEET NATIONAL BANK,
as Administrative Agent
By
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Title:
