exv4w2






Exhibit 4.2




[Form of Note]




AptarGroup, Inc.




5.41% Senior Note, Series 2008-A-1, due July 31, 2013




			
	 	 	 
	No.           
          
	 	[July31, 2008]
	$            
             
	 	038336 B@1






     For Value Received, the undersigned, AptarGroup, Inc. (herein called the “Company”),
a corporation organized and existing under the laws of the State of Delaware, hereby promises to
pay to [                    ], or registered assigns, the principal sum of [                    ]
Dollars (or so much thereof as shall not have been prepaid) on July 31, 2013, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance hereof at the rate of 5.41% per annum from the date hereof, payable semiannually, on the
31st day of January and July in each year, commencing with the January 31 or July 31 next
succeeding the date hereof, until the principal hereof shall have become due and payable, and
(b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Note Purchase Agreement referred to below), at a rate per annum from time to time
equal to the greater of (i) 7.41% or (ii) 2% over the rate of interest publicly announced by Bank
of America from time to time in Chicago, Illinois as its “base” or “prime” rate payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Chicago, Illinois or at the principal
office of Bank of America in Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of July 31, 2008 (as from time to time amended or
supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representation set forth in Section 6 of the Note
Purchase Agreement.



     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the



Exhibit 4.4(b)

(to Note Purchase Agreement)




 









 





Company may treat the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company will not be affected by
any notice to the contrary.



     This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



     If an Event of Default (as defined in the Note Purchase Agreement) occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of Illinois, excluding
choice-of-law principles of the law of such State that would permit or require application of the
laws of a jurisdiction other than such State.



	 	 	 	 	 	 	 
	 	 	AptarGroup, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Stephen J. Hagge
 

Executive Vice President, Chief Financial

Officer, Chief Operating Officer and
Secretary
	 	 






E-4.4(b)-2