AVERY DENNISON CORPORATION 7.875% Corporate HiMEDSsm Units Underwriting AgreementUnderwriting Agreement • November 20th, 2007 • Avery Dennison Corporation • Converted paper & paperboard prods (no contaners/boxes) • New York
The undersigned understands that you, as Representatives of the several Underwriters propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Avery Dennison Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of 7.875% Corporate HiMEDSsm Units of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
AVERY DENNISON CORPORATION FORM OF REMARKETING AGREEMENTRemarketing Agreement • November 20th, 2007 • Avery Dennison Corporation • Converted paper & paperboard prods (no contaners/boxes) • New York
WHEREAS, the Company issued [8,000,000] of its Corporate HiMEDS Units having an initial aggregate stated amount of $[400,000,000] (the “Corporate HiMEDS Units”) under the Purchase Contract and Pledge Agreement (the “Purchase Contract and Pledge Agreement”), dated as of November 20, 2007, by and among the Company, the Purchase Contract Agent, and The Bank of New York Trust Company, N.A., as Collateral Agent (the “Collateral Agent”), Custodial Agent (the “Custodial Agent”) and Securities Intermediary; and
AVERY DENNISON CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Purchase Contract Agent and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT...Purchase Contract and Pledge Agreement • November 20th, 2007 • Avery Dennison Corporation • Converted paper & paperboard prods (no contaners/boxes) • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of November 20, 2007, among AVERY DENNISON CORPORATION, a Delaware corporation (the “Company”), THE BANK OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, acting as purchase contract agent for, and for purposes of the Pledge created hereby as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), The Bank of New York Trust Company, N.A., as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary
