EXHIBIT A-2 - FORM OF
COMPETITIVE BID
PROMISSORY NOTE
U.S. _______________ Dated: _______________, 200_
FOR VALUE RECEIVED, the undersigned, PAXAR CORPORATION, a New York
corporation ("Paxar"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the Second Amended and Restated Credit Agreement
dated as of September __, 2002 among Paxar, the other Borrowers party thereto,
the Lender and certain other lenders party thereto, and Fleet National Bank, as
Administrative Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined)), on _______________, 200_, the principal
amount of U.S. _______________.
▇▇▇▇▇ promises to pay interest on the unpaid principal amount hereof from
the date hereof until such principal amount is paid in full, at the interest
rate and payable on the interest payment date or dates provided below:
Interest Rate: _____% per annum (calculated on the basis of a year
of _____ days for the actual number of days elapsed).
Interest Payment Date: _____ and _____.
Both principal and interest are payable in lawful money of the United
States of America to Fleet National Bank for the account of the Lender at the
office of Fleet National Bank, at _________________________ in same day funds.
This Promissory Note is one of the Competitive Bid Notes referred to in,
and is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events. The obligations of Paxar under this
Promissory Note and the Credit Agreement are secured by collateral as provided
therein.
Paxar hereby waives presentment, demand, protest and notice of any kind. No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.
PAXAR CORPORATION
By
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