EXHIBIT 4.3
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NOTE NO. $______________
AVERY DENNISON CORPORATION
MEDIUM-TERM NOTES, SERIES C
(FLOATING 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: INITIAL INTEREST RATE:
MATURITY DATE: INTEREST RATE BASIS:
ISSUE PRICE: INDEX MATURITY:
PRINCIPAL AMOUNT: SPREAD (+ or -):
SPECIFIED CURRENCY: SPREAD MULTIPLIER:
(if other than U.S. dollars)
MAXIMUM INTEREST RATE:
AUTHORIZED DENOMINATIONS:
(if Specified Currency is MINIMUM INTEREST RATE:
other than U.S. dollars)
CALCULATION AGENT:
EXCHANGE RATE AGENT:
(if Specified Currency is other REGULAR RECORD DATES:
than U.S. dollars)
INTEREST PAYMENT DATES:
DEPOSITARY:
(if Note is Global Note) INTEREST DETERMINATION DATES:
DATE ON OR AFTER WHICH THIS INTEREST CALCULATION DATES:
NOTE IS REDEEMABLE AT THE
OPTION OF THE COMPANY: INTEREST RATE RESET PERIOD:
INITIAL REDEMPTION %: INTEREST RESET DATES:
ANNUAL REDEMPTION % REDUCTION: DATE ON OR AFTER WHICH THIS NOTE IS
REPAYABLE AT THE OPTION OF THE HOLDER:
SINKING FUND:
INITIAL REPAYMENT %:
ANNUAL REPAYMENT % REDUCTION:
AVERY DENNISON CORPORATION, a Delaware corporation (herein called 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 herein), the next succeeding Business
Day, except that in the event the Interest Rate Basis specified on the face
hereof is LIBOR, and if such next succeeding Business Day falls in the next
calendar month, on the next preceding 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 the Interest Payment Dates specified above, commencing with
the first Interest Payment Date specified above following the Original Issue
Date specified above, and on the Maturity Date or date of redemption or
repayment, if any, on said principal sum at said offices or agencies, in the
Specified Currency, at a rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date specified above following
the Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading "Determination of Interest Rate Per Annum for Commercial Paper Rate
Notes," "Determination of Interest Rate Per Annum for Prime Rate Notes,"
"Determination of Interest Rate Per Annum for LIBOR Notes," "Determination of
Interest Rate Per Annum for Treasury Rate Notes," "Determination of Interest
Rate Per Annum for CD Rate Notes," or "Determination of Interest Rate Per Annum
for Federal Funds Rate Notes," depending upon whether the Interest Rate Basis is
Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, CD Rate or Federal
Funds Rate, as specified above; provided, however, that if any Interest Payment
Date specified above would otherwise fall on a day that is not a Business Day,
such Interest Payment Date will be the next succeeding day that is a Business
Day, except that in the event that the Interest Rate Basis for this Note is
LIBOR, and if such next succeeding Business Day falls in the next calendar
month, such Interest Payment Date will be the next preceding day that is a
Business Day; provided, further, that the Company will 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 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. Interest on
this Note shall accrue (a) if the rate at which interest on this Note is payable
shall be adjusted monthly, quarterly, semi-annually or annually, as specified
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions on the reverse hereof, 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 specified above, until payment
of said principal sum has been made or duly provided for or (b) if the rate at
which interest on this Note is payable shall be adjusted daily or weekly, as
specified above under "Interest Rate Reset Period" and as determined in
accordance with the provisions on the reverse hereof, from the day following the
Regular Record Date (as defined herein) next preceding the date of this Note
through which interest has been paid, unless the date hereof is a Regular Record
Date through which interest has been paid, in which case from the day after the
date of this Note, or unless no interest has been paid on this Note, in which
case from the day following the Original Issue Date specified above, until
payment of said principal sum has been made or duly provided for. 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 Regular
Record Date next preceding such Interest Payment Date, and interest payable on
the Maturity Date or upon earlier redemption or repayment will be paid to the
person to whom said principal sum is payable; provided, however, that the first
payment of interest on a Note originally issued between a Regular Record Date
and an Interest Payment Date will be made on the Interest Payment Date following
the next succeeding Regular Record Date to the registered owner on such next
succeeding Regular Record Date. "Regular Record Date" shall mean the fifteenth
calendar day prior to any Interest Payment Date, whether or not a Business Day.
"Business Day" shall mean: (a) if the Interest Rate Basis for this Note is other
than LIBOR, each Monday, Tuesday, Wednesday, Thursday and Friday which is 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 in the event that this Note is denominated in a Specified Currency
other than U.S. dollars, not a day on which banking institutions are authorized
or obligated by law or executive order to close in the principal financial
center of the country issuing the Specified Currency (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); or (b) if the Interest Rate
Basis of this Note is LIBOR, any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
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 made by
check mailed by first class mail to the person entitled thereto at the holder's
last address as it appears in 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 made, 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
payments in such funds in accordance with its normal procedures.
2
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 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 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, 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, 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 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 need
not be made on such day, but may be made on the next succeeding Business Day (or
if the Interest Rate Basis specified on the face hereof is LIBOR and if such
next succeeding Business Day falls in the next calendar month, the next
preceding Business Day) with the same force and effect as if made on the due
date and if paid on the next succeeding Business Day no interest shall accrue
for the period from and after such date.
THE 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.
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 or its duly authorized agent 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
Senior Vice President, Finance
and Chief Financial Officer
BANKAMERICA NATIONAL TRUST COMPANY,
as Trustee,
By: Attest:
Secretary
Authorized Signatory
or
BANKAMERICA NATIONAL TRUST COMPANY,
as Authenticating Agent
By:
Authorized Signatory
4
[REVERSE]
AVERY DENNISON CORPORATION
MEDIUM-TERM NOTES, SERIES C
(FLOATING 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 C (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 by the Indenture. Terms used herein which are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.
The interest rate in effect from the date of issue to the first Interest
Reset Date specified on the face hereof shall be the Initial Interest Rate
specified on the face hereof. Commencing with the first Interest Reset Date
specified on the face hereof following the Original Issue Date specified on the
face hereof, the rate at which interest on this Note is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually or
otherwise as specified on the face hereof under "Interest Rate Reset Period."
Each such adjusted rate shall be applicable from and including the Interest
Reset Date to which it relates to but not including the next succeeding Interest
Reset Date or until the Maturity Date, as the case may be.
Determination of Interest Rate Per Annum for Prime Rate Notes. If the
Interest Rate Basis specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Reset Date specified on
the face hereof shall equal the rate, adjusted by the addition or subtraction of
the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof, and rounded, if
necessary, to the next higher one hundred-thousandth of a percentage point, set
forth for the relevant Interest Determination Date in "Statistical Release
H.15(519), Selected Interest Rates," published by the Board of Governors of the
Federal Reserve System or any successor publication of the Board of Governors of
the Federal Reserve System ("Release H.15(519)") under the heading "Bank Prime
Loan." In the event that such rate is not published prior to 3:00 P.M., New
York City time, on the relevant Interest Calculation Date, then the interest
rate per annum with respect to such Interest Reset Date will be determined by
the Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as page
"NYMF" on the Reuters Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks) ("Reuters Screen NYMF Page")
as such bank's prime rate or base lending rate as in effect for such Interest
Determination Date, adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, set forth on the face hereof, and rounded, if necessary, to
the next higher one hundred-thousandth of a percentage point. If fewer than
four such rates appear on the Reuters Screen NYMF Page on the Interest
Determination Date, the Prime Rate will be determined by the Calculation Agent
and will be the arithmetic mean of the prime rates or base lending rates (quoted
on the basis of the actual number of days in the year divided by a 360-day year)
as of the close of business on such Interest Determination Date of three major
banks in The City of New York selected by the Calculation Agent provided,
however, that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the interest rate per annum
with respect to such Interest Reset Date shall be the interest rate per annum in
effect on the day prior to such Interest Determination Date (or, if the Initial
Interest Rate is then in effect, the interest rate per annum will be the Initial
Interest Rate and will not be adjusted by any Spread or Spread Multiplier).
Determination of Interest Rate Per Annum for LIBOR Notes. If the Interest
Rate Basis specified on the face hereof is LIBOR, the interest rate per annum
determined with respect to any Interest Reset Date specified on the face hereof
shall be determined by the Calculation Agent and shall equal either (a) the
arithmetic mean of the offered rates for deposits in U.S. dollars having the
specified Index Maturity, commencing on the second Market Day immediately
following such Interest Determination Date, that appears on the Reuters Screen
LIBO Page (as defined herein) as of 11:00 A.M., London time, on such Interest
Determination Date, adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof, if at least two such offered
rates appear on the Reuters Screen LIBO Page ("LIBOR
5
Reuters"), or (b) the offered rate for deposits in U.S. dollars having the
specified Index Maturity, commencing on the second Market Day immediately
following such Interest Determination Date, that appears on the Telerate Page
3750 as of 11:00 A.M., London time, on such Interest Determination Date,
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if any, specified on
the face hereof ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the
display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
such other page as may replace page LIBO on that service for the purpose of
displaying London interbank offered rates of major banks). "Telerate Page 3750"
means the display designated as "3750" on the Telerate Service (or such other
page as may replace the 3750 page on that service for the purpose of displaying
London interbank offered rates for U.S. dollar deposits). If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be
determined as if LIBOR Telerate had been specified. If fewer than two offered
rates appear on the Reuters Screen LIBO Page, or if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of such Interest Reset Date
will be determined as if the parties had specified the rate described in the
following paragraph.
On any Interest Determination Date on which fewer than two offered rates
for the applicable Index Maturity appear on the Reuters Screen LIBO Page as
specified in (a) above or on which no rate for the applicable Index Maturity
appears on the Telerate Page 3750, as specified in (b) above, as applicable,
LIBOR will be determined on the basis of the rates at which deposits in U.S.
dollars are offered by four major banks in the London interbank market selected
by the Calculation Agent (the "Reference Banks") at approximately 11:00 A.M.,
London time, on such Interest Determination Date to prime banks in the London
interbank market, having the specified Index Maturity, commencing on the second
Market Day immediately following such Interest Determination Date and in a
principal amount equal to an amount that, in the Calculation Agent's judgment,
is representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR in respect of such Interest Reset Date will be
the arithmetic mean of such quotations, adjusted by the addition or subtraction
of the Spread, if any, or the multiplication by the Spread Multiplier, if any,
specified on the face hereof. If fewer than two quotations are provided, LIBOR
in respect of such Interest Reset Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., New York City time, on such Interest Reset
Date by three major banks in The City of New York selected by the Calculation
Agent for loans in U.S. dollars to leading European banks, having the specified
Index Maturity, such loans commencing on the Interest Reset Date and in a
principal amount equal to an amount that, in the Calculation Agent's judgment,
is representative for a single transaction in such market at such time, adjusted
by the addition or subtraction of the Spread, if any, or the multiplication by
the Spread Multiplier, if any, specified on the face hereof; provided, however,
that if the banks in The City of New York selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the interest
rate per annum with respect to such Interest Reset Date shall be the interest
rate per annum in effect on the day prior to such Interest Determination Date
(or if the Initial Interest Rate is then in effect, the interest rate per annum
will be the Initial Interest Rate and will not be adjusted by any Spread or
Spread Multiplier).
Determination of Interest Rate Per Annum for Treasury Rate Notes. If the
Interest Rate Basis specified on the face hereof is Treasury Rate, the interest
rate per annum determined with respect to any Interest Reset Date specified on
the face hereof shall equal the rate for the auction on the relevant Interest
Determination Date of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as published in Release
H.15(519) under the heading "U.S. Government Securities-Treasury Bills-Auction
Average (Investment)" or, if not so published by 3:00 P.M., New York City time,
on the Interest Calculation Date (as specified on the face hereof) pertaining to
such Interest Determination Date, the Bond Equivalent Yield (as defined below)
of the auction average rate for such auction as otherwise announced by the
United States Department of the Treasury, in either case, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof. In the event that the results of such auction of Treasury bills having
the specified Index Maturity are not otherwise reported as provided above by
3:00 P.M., New York City time, on such Interest Calculation Date, or if no such
auction is held in a particular week, then the interest rate per annum with
respect to such Interest Determination Date shall be calculated by the
Calculation Agent and shall be the rate set forth in H.15 (519) for the relevant
Interest Determination Date for the specified Index Maturity under the heading
"U.S. Government Securities/Treasury Bills/Secondary Market." In the event such
rate is not published by 3:00 P.M., New York City time, on the relevant Interest
Calculation Date, then the Treasury Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, of three primary United States government securities dealers in The City
of New York selected by the Calculation Agent for the issue of Treasury bills
with a remaining maturity closest to the Index Maturity specified on the face
hereof, adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; provided, however, that if any of the dealers
selected as aforesaid by the Calculation Agent are not quoting as described in
this sentence, the interest rate per annum hereon with respect to such Interest
Reset Date shall be the interest rate per annum in effect on the day prior to
such Interest Determination Date (or, if the Initial Interest Rate is then in
effect, the interest rate per annum will be the Initial Interest Rate and will
not be adjusted by any Spread or Spread Multiplier).
"Bond Equivalent Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Bond Equivalent Yield = 100 X D X N
-------------
360 - (D X M)
where "D" refers to the per annum rate for Treasury bills, quoted on a bank
discount basis and expressed as a decimal; "N" refers to 365 or 366, as the case
may be; and "M" refers to, if the Index Maturity approximately corresponds to
the length of the period for
6
which such rate is being determined, the actual number of days in such period
and, otherwise, the actual number of days in the period from, and including, the
Interest Reset Date to, but excluding, the day that numerically corresponds to
that Interest Reset Date (or, if there is not any such numerically corresponding
day, the last day) in the calendar month that is the number of months
corresponding to the specified Index Maturity after the month in which that
Interest Reset Date occurs.
Determination of Interest Rate Per Annum for Commercial Paper Rate Notes.
If the Interest Rate Basis specified on the face hereof is Commercial Paper
Rate, the interest rate per annum determined with respect to any Interest Reset
Date specified on the face hereof shall equal (a) the Money Market Yield (as
defined herein) of the per annum rate for the relevant Interest Determination
Date for commercial paper having the Index Maturity specified on the face
hereof, (i) as such rate is published in Release H.15(519), under the heading
"Commercial Paper," or (ii) if such rate is not published by 3:00 P.M., New York
City time, on the relevant Interest Calculation Date, the Money Market Yield on
such Interest Determination Date for commercial paper having the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities," or any successor publication by the Federal Reserve Bank of New
York ("Composite Quotations"), under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively) or (b) if by 3:00 P.M., New
York City time, on such Interest Calculation Date, such rate is not published in
either H.15(519) or Composite Quotations, the Money Market Yield of the
arithmetic mean (rounded, if necessary, to the next higher one hundred-
thousandth of a percentage point) of the offered per annum rates as of 11:00
A.M., New York City time, on such Interest Determination Date, of three leading
dealers of U.S. dollar commercial paper in The City of New York selected by the
Calculation Agent for U.S. dollar commercial paper having the Index Maturity
specified on the face hereof placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized rating agency, in each
of the above cases (a) and (b) adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as described in (b) above, the interest rate per annum hereon with
respect to such Interest Reset Date shall be the interest rate per annum in
effect on the day prior to such Interest Determination Date (or, if the Initial
Interest Rate is then in effect, the interest rate per annum will be the Initial
Interest Rate and will not be adjusted by any Spread or Spread Multiplier).
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
360 x D
Money Market Yield = 100 x ____________________
360-(D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point," and "M" refers to, if the Index
Maturity approximately corresponds to the length of the period for which such
rate is being determined, the actual number of days in such period and,
otherwise, the actual number of days in the period from, and including, the
Interest Reset Date to, but excluding, the day that numerically corresponds to
such Interest Reset Date (or, if there is not any such numerically corresponding
day, the last day) in the calendar month that is the number of months
corresponding to the specified Index Maturity after the month in which such
interest Reset Date occurs.
Determination of Interest Rate Per Annum for CD Rate Notes. If the
Interest Rate Basis specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Reset Date specified on the
face hereof shall equal the rate, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof and rounded, if necessary, to
the next higher one hundred-thousandth of a percentage point, on the relevant
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity specified on the face hereof as published in Release H.15(519)
under the heading "CDs (Secondary Market)." In the event that such rate is not
published by 3:00 P.M., New York City time, on the relevant Interest Calculation
Date, then the interest rate per annum shall be the rate on such Interest
Determination Date for negotiable certificates of deposit having the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit," adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof and rounded, if necessary, to
the next higher one hundred-thousandth of a percentage point. If by 3:00 P.M.,
New York City time, on such Interest Calculation Date such rate is not published
in either Release H.15(519) or Composite Quotations, the interest rate per annum
shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the secondary market offered rates, as of 10:00 A.M., New York City time, on
such Interest Determination Date, of three leading non-bank dealers of
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable U.S. dollar certificates of deposit of
major United States money market banks with a remaining maturity closest to the
specified Index Maturity in an amount that, in the Calculation Agent's judgment,
is representative for a single transaction in such market at such time, adjusted
by the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on the
face hereof and rounded, if necessary, to the next higher one hundred-thousandth
of a percentage point; provided, however, that, if any of the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate per annum with respect to such Interest Reset Date
will be the interest rate per annum in effect on the day prior to such Interest
Determination Date (or, if the Initial Interest Rate is then in effect, the
interest rate per annum will be the Initial Interest Rate and will not be
adjusted by any Spread or Spread Multiplier).
7
Determination of Interest Rate Per Annum for Federal Funds Rate Notes. If
the Interest Rate Basis specified on the face hereof is Federal Funds Rate, the
interest rate per annum determined with respect to any Interest Reset Date shall
be the rate on the relevant Interest Determination Date for Federal Funds as
published in Release H.15(519) under the heading "Federal Funds (Effective),"
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if any, specified on
the face hereof and rounded, if necessary, to the next higher one hundred-
thousandth of a percentage point. In the event that such rate is not published
prior to 3:00 P.M., New York City time, on the relevant Interest Calculation
Date, then the per annum interest rate shall be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate," adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof and rounded, if
necessary, to the next higher one hundred-thousandth of a percentage point. If
by 3:00 P.M., New York City time, on such Interest Calculation Date such rate
is not published in either Release H.15(519) or Composite Quotations, then the
per annum interest rate for such Interest Reset Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates, as of 9:00
A.M., New York City time, on such Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
U.S. dollar Federal Funds transactions in The City of New York selected by the
Calculation Agent, adjusted by the addition or subtraction of the Spread, if
any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof and rounded, if necessary, to
the next higher one hundred-thousandth of a percentage point; provided,
however, that if any of the brokers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the interest rate per
annum with respect to such Interest Reset Date will be the interest rate per
annum in effect on the day prior to such Interest Determination Date (or, if
the Initial Interest Rate is then in effect, the interest rate per annum will
be the Initial Interest Rate and will not be adjusted by any Spread or Spread
Multiplier).
Notwithstanding the foregoing, the interest rate per annum hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Interest Calculation Date.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if different, the
interest rate which will become effective on the next Interest Reset Date as a
result of a determination made on the most recent Interest Determination Date
with respect to this Note. The Calculation Agent's determination of the
interest rate hereon will be final and binding in the absence of manifest error.
Interest payments hereon will include interest accrued to but excluding the
applicable Interest Payment Date; provided, however, that if the rate at which
interest on this Note is payable shall be adjusted daily or weekly as specified
on the face hereof under "Interest Rate Reset Period" and as determined in
accordance with the provisions hereof, interest payable on any Interest Payment
Date, other than interest payable on any date on which principal hereof is
payable, will include interest accrued through but excluding the day following
the next preceding Regular Record Date. Accrued interest hereon from the
Original Issue Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day from the
Original Issue Date or from the last date to which interest shall have been
paid, as the case may be, to but excluding the date for which accrued interest
is being calculated. The interest factor (expressed as a decimal and rounded,
if necessary, to the next higher one hundred-thousandth of a percentage point)
for each such day shall be computed by dividing the interest rate per annum
(expressed as a decimal and calculated to the next highest one hundred-
thousandth of a percentage point) applicable to such date by 360 if the Interest
Rate Basis specified on the face hereof is Prime Rate, LIBOR, Commercial Paper
Rate, CD Rate or Federal Funds Rate, or by the actual number of days in the year
if the Interest Rate Basis specified on the face hereof is Treasury Rate.
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 payment in U.S. dollars will be based on the highest bid
quotation (rounded up to the nearest cent, with one-half cent rounded up) in The
City of New York received by the Exchange Rate Agent (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.
8
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
of 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
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 wavier 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
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 at the
option of the Company on any Business Day on or after the "Date on or After
Which This 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 in part in increments of $1,000 or, in the case of non-U.S. dollar
denominated Notes, of 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 be equal to 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 the 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, of 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 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
addresses 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
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 Authorized
Denominations
9
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, (ii) an Event of
Default with respect to this Note has occurred and is continuing, or (iii) 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.
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 any of 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.
10
________________________________________
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,
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 of 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.
11
________________________________________
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 promises.
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.
12