CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NOTE NO. $_____________
AVERY DENNISON CORPORATION
MEDIUM-TERM NOTES, SERIES B
(FIXED RATE NOTE)
DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
This Note is a Global Note within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary. This Global Note is exchangeable for Notes registered in the name
of a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in such limited
circumstances.
Unless this certificate is presented by an authorized representative of the
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
ORIGINAL ISSUE DATE:
MATURITY DATE:
PRINCIPAL AMOUNT:
SPECIFIED CURRENCY:
(if other than U.S. dollars)
AUTHORIZED DENOMINATIONS:
(if Specified Currency is other
than U.S. dollars)
EXCHANGE RATE AGENT:
(if Specified Currency is other
than U.S. dollars)
DEPOSITARY:
(if Note is a Global Note)
DATE ON OR AFTER WHICH THIS
NOTE IS REDEEMABLE AT THE
OPTION OF THE COMPANY:
INITIAL REDEMPTION %:
ANNUAL REDEMPTION % REDUCTION:
INTEREST RATE PER ANNUM:
REGULAR RECORD DATES:
INTEREST PAYMENT DATES:
DATE ON OR AFTER WHICH THIS
NOTE IS REPAYABLE AT THE
OPTION OF THE HOLDER:
INITIAL REPAYMENT %:
ANNUAL REPAYMENT % REDUCTION:
SINKING FUND:
AVERY DENNISON CORPORATION, a Delaware corporation (the "Company"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum set forth on the face hereof at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, on the maturity date shown above, or if such date is not a Business Day
(as defined below), the next succeeding Business Day (the "Maturity Date"), in
such coin or currency specified above (a "Specified Currency") as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest on said principal sum at said offices or agencies, at the rate
per annum (computed on the basis of a 360-day year of twelve 30-day months)
shown above, in like Specified Currency, semi-annually on each Interest Payment
Date set forth above from and after the date of this Note and on the Maturity
Date or date of redemption or repayment, if any, until payment of said principal
sum has been made or duly provided, provided, however, that the Company will
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make such payments in respect of non-U.S. dollar denominated Notes in the
Specified Currency indicated above in amounts determined as set forth on the
reverse hereof; provided, however, that payments of principal (and premium, if
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any) and interest on Notes denominated in other than U.S. dollars will
nevertheless be made in U.S. dollars (i) at the election of the holder as
provided herein and (ii) at the election of the Company in the case of the
imposition of exchange controls or other circumstances beyond the control of the
Company as provided herein. Unless this Note is a Note which has been issued
upon transfer of, in exchange for, or in replacement of a predecessor Note,
interest on this Note shall accrue from the Interest Payment Date next preceding
the date of this Note to which interest has been paid, unless the date hereof is
an Interest Payment Date to which interest has been paid, in which case from the
date of this Note, or unless no interest has been paid on this Note, in which
case from the Original Issue Date indicated above. If this Note has been issued
upon transfer of, in exchange for, or in replacement of a predecessor Note,
interest on this Note shall accrue from the last Interest Payment Date to which
interest was paid on such predecessor Note or, if no interest was paid on such
predecessor Note, from the Original Issue Date indicated above. Each payment of
interest in respect of an Interest Payment Date will include interest accrued to
but excluding such Interest Payment Date. The first payment of interest on a
Note originally issued and dated between a Regular Record Date (as defined
below) and an Interest Payment Date will be due and payable on the Interest
Payment Date following the next succeeding Regular Record Date to the registered
owner on such next succeeding Regular Record Date. Subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, the
interest so payable on any Interest Payment Date will be paid to the person in
whose name this Note is registered at the close of business on the July 1 or
January 1 immediately preceding such Interest Payment Date or on such other
Regular Record Date indicated on the face hereof prior to such Interest Payment
Date, whether or not a Business Day (each such date a "Regular Record Date"),
and interest payable on the Maturity Date or upon redemption or repayment will
be paid to the person to whom said principal sum is payable.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be paid by
check mailed by first class mail to the person entitled thereto at his last
address as it appears on the Security Register or by wire transfer of
immediately available funds to a designated account maintained in the United
States upon receipt by the Trustee of written instructions not later than the
Regular Record Date for the related Interest Payment Date by the registered
holder of this Note. Such instructions shall remain in effect with respect to
payments of interest made on subsequent Interest Payment Dates unless revoked or
changed by written instructions received by the Trustee from such holder,
provided that any such written revocation or change which is received by the
- --------
Trustee after a Regular Record Date and before the related Interest Payment Date
shall not be effective with respect to the interest payable on such Interest
Payment Date. Payment of the principal of, premium, if any, and interest, if
any, on this Note due to the holder hereof on the Maturity Date or upon earlier
redemption or repayment to be made in U.S. dollars will be paid, in immediately
available funds, upon surrender of this Note at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York; provided that this Note is surrendered to the paying agent appointed under
--------
the Indenture (the "Paying Agent") in time for the Paying Agent to make such
payment in accordance with its normal procedures.
Payments of interest to be made in a Specified Currency other than U.S.
dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained with
a bank in the country issuing the Specified Currency, or if this Note is
denominated in European Currency Units ("ECUs"), to an ECU account, or other
jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least five Business Days prior to the Interest Payment Date by the
registered holder of this Note on the relevant Regular Record Date. Payment in
a Specified Currency, other than U.S. dollars of the principal of, and premium,
if any, and interest on this Note due to the holder hereof on the Maturity Date
or upon any earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained with a bank in
the country issuing the Specified Currency, or if this Note is denominated in
ECUs, to an ECU account, or other jurisdiction acceptable to the Company and the
Trustee as shall have been designated at least five Business Days prior to the
Maturity Date or the redemption or repayment date, as the case may be, by the
registered holder of this Note on the Maturity Date or the redemption or
repayment date, as the case may be, provided that this Note is presented for
surrender to the Paying Agent in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures. Such designation for
wire transfer purposes shall be made by filing the appropriate information with
the Trustee at its corporate trust office or agency in the Borough of Manhattan,
The City of New York and, unless revoked by written notice to the Trustee
received by the Trustee on or prior to the date five Business Days prior to the
applicable Interest Payment Date, Maturity Date or date of redemption or
repayment, as the case may be, any such designation shall remain in effect with
respect to any further payments with respect to this Note payable to such
holder. If a payment of principal, premium, if any, and interest to be made in
a Specified Currency other than U.S. dollars cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within five Business Days of such
receipt. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax,
2
assessment or governmental charge imposed upon payments will be borne by the
holder or holders of this Note in respect of which payments are made.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments of principal, premium, if any, or interest
in U.S. dollars by transmitting a written request for such payment to the
Trustee at its corporate trust office or agency in the Borough of Manhattan, The
City of New York on or prior to the Regular Record Date immediately preceding
any Interest Payment Date or the date fifteen calendar days prior to the
Maturity Date or date of redemption or repayment, if applicable. Such request
may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other form of facsimile transmission. Any
such election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the Regular Record Date for the applicable Interest
Payment Date or the date fifteen calendar days prior to the Maturity Date or
applicable date of redemption or repayment.
If the principal of (and premium, if any) or interest on this Note is
payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled to
satisfy its obligations to the holder of this Note by making payment in U.S.
dollars as provided herein.
Any payment on this Note due on any day which is not a Business Day (as
defined below) need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date.
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.
"Business Day" shall mean, as used herein with respect to any particular
location, each Monday, Tuesday, Wednesday, Thursday and Friday which is (a) not
a day on which banking institutions in a Place of Payment (as defined in the
Indenture) generally are authorized or obligated by law or executive order to
close and (b) in the event that this Note is denominated in a Specified Currency
other than U.S. dollars, not a day on which banking institutions in the
principal financial center of the country issuing the Specified Currency are
authorized or obligated by law or executive order to close (or, if this Note is
denominated in European Currency Units ("ECUs"), in Brussels, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).
Additional provisions of this Note are contained on the reverse hereof and
such provisions shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by an authorized
signatory of the Trustee under the Indenture referred to on the reverse hereof.
3
IN WITNESS WHEREOF, AVERY DENNISON CORPORATION has caused this instrument
to be signed manually or by facsimile by its duly authorized officers, and has
caused a facsimile of its corporate seal to be affixed hereto or imprinted
hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION AVERY DENNISON CORPORATION
This is one of the Securities
of the series designated herein
referred to in the within- By:
mentioned Indenture
Chairman and Chief
Executive Officer
BANKAMERICA NATIONAL TRUST COMPANY,
as Trustee,
By: Attest:
Secretary
Authorized Signatory
or
BANKAMERICA NATIONAL TRUST COMPANY,
as Authenticating Agent
By:
Authorized Signatory
4
AVERY DENNISON CORPORATION
MEDIUM-TERM NOTES, SERIES B
(FIXED RATE NOTE)
DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
This Note is one of a duly authorized issue of unsecured debentures, notes
or other evidences of indebtedness of the Company (hereinafter called the
"Securities"), all issued or to be issued under and pursuant to an Indenture
dated as of March 15, 1991, duly executed and delivered by the Company to
Security Pacific National Bank, as trustee, as amended by a First Supplemental
Indenture, dated as of March 16, 1993, duly executed and delivered by the
Company to BankAmerica National Trust Company, as successor trustee (such
Indenture as amended by such First Supplemental Indenture being hereinafter
called the "Indenture" and such successor trustee being hereinafter called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, duties and immunities thereunder of the Trustee
and the rights thereunder of the holders of the Securities. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different sinking
or analogous funds, if any, may be subject to different covenants and events of
default, and may otherwise vary as provided or permitted in the Indenture. This
Note is one of a series of the Securities designated as the Medium-Term Notes,
Series B (the "Notes") of the Company. The Notes may mature at different times,
bear interest at different rates, be redeemable at different times or not at
all, be repayable at the option of the holder at different times or not at all,
be denominated in different currencies and otherwise vary as provided or
permitted in the Indenture. Terms used herein which are defined in the Indenture
shall have the respective meanings assigned thereto in the Indenture.
If this Note is denominated in a Specified Currency other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note who
elects to receive payments in U.S. dollars will be based on the highest bid
quotation (rounded to the nearest cent, with one-half cent rounded up) in The
City of New York received by the Exchange Rate Agent (as specified on the face
hereof) as of 11:00 A.M., New York City time, on the second Business Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of the Specified Currency payable to all
holders of Notes electing to receive U.S. dollar payments on such payment date
and at which the applicable dealer commits to execute a contract. If three such
bid quotations are not available on the second Business Day preceding the date
of a payment, such payment will be made in the Specified Currency. All currency
exchange costs associated with any payments in U.S. dollars will be borne by the
holder hereof by deductions from such payments.
If the principal, premium, if any, or interest on this Note is payable in a
Specified Currency other than U.S. dollars and, due to the imposition of
exchange controls or other circumstances beyond the control of the Company, the
Specified Currency is not available at the time of any scheduled payment of
principal, premium, if any, or interest to be made in the Specified Currency,
then the Company shall be entitled to satisfy its obligations hereunder by
making such payment in U.S. dollars. Any such payment shall be made on the
basis of the most recently available noon buying rate for cable transfers in The
City of New York for such Specified Currency. Any payment under such
circumstances in U.S. dollars where required payment is in a Specified Currency
will not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, immediately due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Securities of each series issued under the Indenture
which are affected thereby, at the time outstanding, as provided in the
Indenture, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
any indenture supplemental thereto or modifying in any manner the rights of the
holders of the Securities of such series provided, however, that no such
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supplemental indenture shall, among other things, (i) change the fixed maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
reduce the amount of, or postpone the date fixed for, the payment of any sinking
fund or analogous obligation, or change the currency in which any Security or
any premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Maturity Date
without the consent of the holder of each such Security so affected, or (ii)
reduce the aforesaid percentage of Securities of any series, the consent of the
holders of which is required for any such supplemental indenture or the consent
of whose holders is required for any waiver provided for in the Indenture,
without the consent of the holders of all Securities affected then outstanding.
The Indenture also contains provisions permitting the holders of at least a
majority in aggregate principal amount of the Securities of any series then
outstanding to waive compliance by the Company with certain provisions of the
Indenture with respect to such series and certain past defaults under the
Indenture with respect to such series and their consequences, except in each
case a failure to pay principal or premium, if any, or interest on such
Securities of such series. Any such consent or waiver by the holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
5
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued upon the registration of transfer hereof or in
exchange or substitution therefor, irrespective of whether or not any notation
thereof is made upon this Note or other such Notes.
If so provided on the face of this Note, this Note may be redeemed by the
Company on any Business Day on or after the "Date on or After Which the Note is
Redeemable at the Option of the Company" as specified on the face hereof. On
and after such date, if any, this Note may be redeemed in whole or in part, at
the option of the Company, in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, in an amount equal to the integral multiples referred
to on the face hereof under "Authorized Denominations" (or, if no such reference
is made, an amount equal to the minimum Authorized Denomination) provided that
the remaining principal amount of any Note partially redeemed shall be at least
$100,000 or, in the case of non-U.S. dollar denominated Notes, the minimum
Authorized Denomination referred to on the face hereof. The redemption price
shall equal the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage, plus accrued interest, if any, to the
date of redemption. The Redemption Percentage shall initially equal the Initial
Redemption Percentage specified on the face of this Note, and shall decline at
each anniversary of the "Date on or After Which this Note is Redeemable at the
Option of Company by the amount of the Annual Redemption Percentage Reduction
specified on the face of this Note, until the Redemption Percentage is equal to
100%.
If so provided on the face of this Note, this Note will be repayable at the
option of the holder in whole or in part in increments of $1,000 or, in the case
of non-U.S. dollar denominated Notes, in an amount equal to the integral
multiples referred to on the face hereof under "Authorized Denominations" (or,
if no such reference is made, an amount equal to the minimum Authorized
Denomination) provided that the remaining principal amount of any Note
surrendered for partial repayment shall be at least $100,000 or, in the case of
non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred
to on the face hereof, on any Business Day on or after the "Date on or After
Which this Note is Repayable at the Option of the Holder" (as stated on the face
hereof). The repurchase price shall equal the product of the principal amount of
this Note to be repurchased multiplied by the Repayment Percentage, plus accrued
interest, if any, to the repayment date. The Repayment Percentage shall
initially equal the Initial Repayment Percentage specified on the face of this
Note, and shall decline at each anniversary of the "Date on or After Which this
Note is Repayable at the Option of the Holder" by the amount of the Annual
Repayment Percentage Reduction specified on the face of this Note, until the
Repayment Percentage is equal to 100%. In order for the holder to exercise its
option to cause the Company to repurchase all or any portion of this Note, the
Company must receive at the applicable address of the Trustee set forth below or
at such other place or places of which the Company shall from time to time
notify the holder of this Note, on or before the fifteenth, but not earlier than
the twenty-fifth calendar day, or, if such day is not a Business Day, the next
succeeding Business Day, prior to the repayment date, either (i) this Note, with
the form below entitled "Option to Elect Repayment" duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (and this Note and form duly completed are received by the Company by
such fifth Business Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is BankAmerica National Trust Company,
Attention: Domestic Corporate Trust Administration, One World Trade Center, New
York, New York 10048 (or, at such other places as the Company shall notify the
holders of the Notes). All questions as to the validity, eligibility (including
time of receipt) and acceptance of any Note for repayment will be determined by
the Company, whose determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
Authorized Denominations of $100,000 and integral multiples of $1,000 in excess
thereof or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated on the face hereof. Upon due presentment for
registration of transfer of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York, a
new Note or Notes in authorized denominations in the Specified Currency for an
equal aggregate principal amount and like interest rate and maturity will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge imposed in
connection therewith.
This Note is exchangeable only if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for this Global Note or
if at any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor Depositary is
not appointed within the time specified in the Indenture, or (ii) the Company in
its sole discretion determines that all Global Notes of the same series as this
Note shall be exchangeable for definitive Notes of differing denominations
aggregating a like amount in registered form. If this Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive
Notes of differing denominations aggregating a like amount in registered form in
denominations of $100,000 and integral multiples of $1,000 in excess thereof,
bearing interest at the same rate or pursuant to the same formula, having the
same date of issuance, redemption provisions, if any, Specified Currency,
Maturity Date and other terms.
The Depositary will not sell, assign, transfer or otherwise convey any
beneficial interest in this Note unless such beneficial interest is in an amount
equal to $100,000 or an integral multiple of $1,000 in excess thereof or, if
this Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination indicated on the face hereof. The Depositary, by accepting this
Note, agrees to be bound by such provision.
6
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and their respective agents may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the Security Register as kept by the Trustee or duly
authorized agent of the Company (whether or not this Note shall be overdue), for
the purpose of receiving payment of or on account hereof and for all other
purposes, and neither the Company nor the Trustee nor any of their respective
agents shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder, shall, to the extent of the sum or
sums paid, satisfy and discharge liability for moneys payable on this Note.
Notwithstanding the foregoing, if this Note is a Global Note, the Company, the
Trustee and their respective agents shall treat a person as the holder of such
principal amount of Notes as shall be represented by a Global Note as shall be
specified in a written statement of the Depositary for purposes of obtaining any
consents or directions required to be given by holders of Securities pursuant to
the Indenture.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of California.
7
________________________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at ___________________________________
__________________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Trustee set forth in the within Note or at such other place or
places of which the Company shall from time to time notify the holder of the
within Note, on or before the fifteenth, but not earlier than the twenty-fifth,
calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) the within Note, with this
"Option to Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the holder of the Note, (b) the principal
amount of the Note and the amount of the Note to be repaid, (c) a statement that
the option to elect repayment is being exercised thereby, and (d) a guarantee
stating that the Note and this "Option to Elect Repayment" form duly completed
will be received by the Company not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter (and such Note and
form duly completed are received by the Company by such fifth Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, an
amount equal to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the holder elects to have repaid:
______________________________; and specify the denomination or denominations
(which shall be $100,000 or an integral multiple of $1,000 in excess thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any specification, one such
Note will be issued for the portion not being repaid): ____________________.
Date:_________________________ _____________________________________________
NOTICE: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the Note in every
particular without alteration or enlargement
or any other change whatsoever.
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________________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--__________CUSTODIAN__________
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
______________________________
/______________________________/________________________________________________
________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of AVERY DENNISON CORPORATION and does hereby irrevocably
constitute and appoint _____________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________ ______________________________________
______________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
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