exv4w4



 





Exhibit 4.4




AVERY DENNISON CORPORATION




FORM OF REMARKETING AGREEMENT




     REMARKETING AGREEMENT, dated as of [                    ], 2010 (the “Agreement”) by and between Avery
Dennison Corporation, a Delaware corporation (the “Company”), and [                    ] (the “Remarketing
Agent”), and acknowledged by The Bank of New York Trust Company, N.A., not individually but solely
as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the Holders
of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement (as defined
herein)).



     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



     WHEREAS, the 5.350% Senior Notes due 2020 forming a part of the Corporate HiMEDS Units (the
“Senior Notes”) have been pledged pursuant to the Purchase Contract and Pledge Agreement to the
Collateral Agent to secure the obligations of Holders of Corporate HiMEDS Units under the related
Purchase Contracts on the Purchase Contract Settlement Date; and



     WHEREAS, the Remarketing Agent will attempt on November 1, 2010 (the “Remarketing Date”) to
remarket all of (i) the Senior Notes of Holders of Corporate HiMEDS Units and (ii) the Separate
Senior Notes of Holders who elect to participate in the Remarketing, pursuant respectively to the
procedures set forth in Section 5.02 of the Purchase Contract and Pledge Agreement and Sections
5.01 and 5.02 of the First Supplemental Indenture, dated as of November 20, 2007 (the “Supplemental
Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”), to the Indenture, dated as of November 20, 2007 (the “Base Indenture” and, together
with the Supplemental Indenture, the “Indenture”), between the Company and the Trustee (each of
which Sections is incorporated herein by reference); and



     WHEREAS, in the event the Remarketing on the Remarketing Date is unsuccessful, the Remarketing
Agent will remarket the Senior Notes to be included in the Remarketing on November 2, 2010, and, if
necessary, will attempt to remarket such Senior Notes on November 3, 2010 and, if necessary, will
attempt to remarket such Senior Notes on November 4, 2010, and, if necessary, will attempt to
remarket such Senior Notes on November 5, 2010 and, if necessary, will attempt to remarket such
Senior Notes on November 8, 2010 and, if necessary, will attempt to remarket such Senior Notes on
November 9, 2010 (the “Remarketing Period”) (any such date after the Remarketing Date on which a
subsequent Remarketing is attempted, a “Subsequent Remarketing Date”); provided, however, that in
the event that any such date falls



 









 







on a date following the third scheduled Trading Day immediately preceding the Purchase
Contract Settlement Date, such date shall not be a Subsequent Remarketing Date; and



     WHEREAS, in the event of a successful Remarketing on the Remarketing Date or any Subsequent
Remarketing Date, as the case may be, the applicable interest rate on the Remarketed Senior Notes
(as defined below) included in such successful Remarketing will be reset on the Purchase Contract
Settlement Date to the fixed interest rate determined by the Remarketing Agent in good faith that
will result in a price per Remarketed Senior Note equal 100.25% of the Remarketing Value of such
Remarketed Senior Notes, as of such Remarketing Date or Subsequent Remarketing Date (the “Reset
Rate”); provided that the Reset Rate shall be limited to the maximum rate permitted by applicable
law; and



     WHEREAS, in the event that there is not a successful Remarketing on the Remarketing Date or
any Subsequent Remarketing Date, the applicable interest rate on the Senior Notes will remain
unchanged; and



     WHEREAS, the Company has requested [                    ] to act as the Remarketing Agent, and as such to
perform the services described herein; and



     WHEREAS, [                    ] is willing to act as the Remarketing Agent and as such to perform such
duties on the terms and conditions expressly set forth herein;



     NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the
conditions herein set forth, the parties hereto agree as follows:



Section 1. Definitions.




     (a) Capitalized terms used and not defined in this Agreement, in the recitals hereto or in the
paragraph preceding such recitals shall have the meanings assigned to them in the Purchase Contract
and Pledge Agreement or, if not therein defined, the Supplemental Indenture.



     (b) As used in this Agreement, the following terms have the following meanings:




     “Preliminary Prospectus” means any preliminary prospectus relating to the Remarketed
Senior Notes included in the Registration Statement (including any preliminary prospectus
supplement), including the documents incorporated by reference therein as of the date of
such Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus, under the Exchange Act, and incorporated by reference
in such Preliminary Prospectus.




     “Prospectus” means the prospectus relating to the Remarketed Senior Notes (including
any prospectus supplement), in the form in which first filed, or transmitted for filing,
with the Commission after the effective date of the Registration Statement pursuant to Rule
424(b), including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or supplement to such Prospectus shall be
deemed to refer to and include any documents filed after the date of such Prospectus, under
the Exchange Act, and incorporated by reference in such Prospectus.



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     “Registration Statement” means a registration statement under the Securities Act of
1933, as amended (the “Securities Act”) filed and prepared by the Company covering, inter
alia, the Remarketing of the Remarketed Senior Notes pursuant to Section 5(a) hereunder,
including all exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement, and any post-effective amendments thereto.




     “Remarketing Period” means the seven scheduled Business Day period beginning on the
Remarketing Date; provided, however, that in no event shall the Remarketing Period extend
beyond the third scheduled Trading Day immediately preceding the Purchase Contract
Settlement Date.




     “Remarketed Senior Notes” means the Pledged Senior Notes and the Separate Senior Notes,
if any, subject to Remarketing as identified to the Remarketing Agent by the Collateral
Agent and the Custodial Agent, respectively, on or prior to 6:00 p.m., New York City time,
on the second Business Day immediately preceding the Remarketing Date, and shall include:




     (a) the Senior Notes of the Holders of Corporate HiMEDS Units who have not
notified the Purchase Contract Agent on or prior to 4:00 p.m., New York City time,
on the second Business Day immediately preceding the Remarketing Date of their
intention to effect a Cash Settlement of the related Purchase Contracts pursuant to
the terms of the Purchase Contract and Pledge Agreement or who have so notified the
Purchase Contract Agent but failed to make the required cash payment on or prior to
4:00 p.m., New York City time, on the second Business Day prior to the Remarketing
Date pursuant to the terms of the Purchase Contract and Pledge Agreement, and




     (b) the Separate Senior Notes of the holders of Separate Senior Notes, if any,
who have elected to have their Separate Senior Notes be remarketed in such
Remarketing pursuant to the terms of the Supplemental Indenture.




     “Remarketing” means the remarketing of the Remarketed Senior Notes pursuant to this
Remarketing Agreement.




     “Remarketing Agent” means [                    ] appointed as the Remarketing Agent by the Company
pursuant to Section 2(a) hereof.




     “Remarketing Materials” means the Preliminary Prospectus and the Prospectus furnished
by the Company to the Remarketing Agent for distribution to investors in connection with the
Remarketing.




     “Remarketing Value” means, with respect to any Senior Note, the principal amount of
such Senior Note.



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     “Transaction Documents” means this Agreement, the Purchase Contract and Pledge
Agreement, the Indenture and the Supplemental Indenture, in each case as amended or
supplemented from time to time.



Section 2. Appointment and Obligations of Remarketing Agent.




     (a) The Company hereby appoints [                    ] and [                    ] hereby accepts such appointment:




     (i) as the Remarketing Agent to determine, in consultation with the Company, in the
manner provided for herein, in the Purchase Contract and Pledge Agreement and in the Senior
Notes, the Reset Rate that, in the opinion of the Remarketing Agent, will, when applied to
the Remarketed Senior Notes, enable the price per Remarketed Senior Notes to equal 100.25%
of the Remarketing Value of such Remarketed Senior Notes as of the Remarketing Date or as of
any Subsequent Remarketing Date, as the case may be; and




     (ii) as the exclusive Remarketing Agent (subject to the right of such Remarketing Agent
to appoint additional remarketing agents hereunder as described below) to remarket the
Remarketed Senior Notes to be included in the Remarketing on the Remarketing Date, and, if
necessary, on any Subsequent Remarketing Date.



          The Remarketing Agent shall have the right, on 15 Business Days’ notice to the Company, to
appoint one or more additional remarketing agents so long as any such additional remarketing agents
shall be reasonably acceptable to the Company; provided that any such appointment shall not
increase the Remarketing Fee (as defined in Section 4 hereof). Upon any such appointment, the
parties shall enter into an appropriate amendment to this Agreement to reflect the addition of any
such additional remarketing agent.



     (b) Subject to the terms and conditions set forth herein and in the Purchase Contract and
Pledge Agreement, the Remarketing Agent shall use its reasonable best efforts to:




     (i) remarket on the Remarketing Date the Remarketed Senior Notes at the Reset Rate;




     (ii) in the event the Remarketing Agent cannot establish such a Reset Rate on the
Remarketing Date, attempt to remarket such Senior Notes on each Subsequent Remarketing Date
during the Remarketing Period, as necessary, in each case at the Reset Rate; and




     (iii) in the event of a Last Failed Remarketing, within three Business Days of the date
of the Last Failed Remarketing return the Pledged Senior Notes, if any, included in such
Last Failed Remarketing to the Collateral Agent to be held by the Collateral Agent in
accordance with Sections 5.02(c)(ii) and 11.01 of the Purchase Contract and Pledge Agreement
(which Section is incorporated herein by reference) and return any Separate Senior Notes
included in the Remarketing to the Custodial Agent in accordance with Section 5.02(c)(ii) of
the Purchase Contract and Pledge Agreement and Section 5.02(b) of the Supplemental Indenture
(which Sections are incorporated herein by



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reference), and promptly advise the Trustee of such event, with such notice to be given
not later than two Business Days prior to the Purchase Contract Settlement Date.



          After deducting the fee specified in Section 4 below, the proceeds of any such successful
Remarketing shall be delivered to the Purchase Contract Agent or the Custodial Agent, as
applicable, in accordance with Sections 5.02(c)(i) of the Purchase Contract and Pledge Agreement
(which Section is incorporated herein by reference). The right of each Holder of Corporate HiMEDS
Units or Separate Senior Notes to have Senior Notes included in any Remarketing shall be subject to
the conditions that:




     (i) the Remarketing Agent conducts a Remarketing on such date pursuant to the terms of
this Agreement;




     (ii) the Remarketing Agent is able to find a purchaser or purchasers for the Remarketed
Senior Notes at the Reset Rate; and




     (iii) such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.



     (c) It is understood and agreed that the Remarketing Agent shall not have any obligation
whatsoever to purchase any Senior Notes, whether in a Remarketing held on the Remarketing Date or
on any Subsequent Remarketing Date or otherwise, and shall in no way be obligated to provide funds
to make payment upon tender of Senior Notes for Remarketing or to otherwise expend or risk its own
funds or incur or be exposed to financial liability in the performance of its duties under this
Agreement, and, without limitation of the foregoing, the Remarketing Agent shall not be deemed an
underwriter of the Remarketed Senior Notes. The Company shall not be obligated in any case to
provide funds to make payment upon delivery of Senior Notes for Remarketing.



     (d) The Remarketing Agent shall also, if required by the Securities Act or the rules and
regulations promulgated thereunder, deliver to each purchaser a Prospectus in connection with the
Remarketing.



     (e) If, by 4:30 p.m., New York City time, on the Remarketing Date or any Subsequent
Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Senior Notes included
in the Remarketing, a failed Remarketing (the “Failed Remarketing”) shall be deemed to have
occurred, and the Remarketing Agent shall so advise by telephone the Depositary and the Company.



     (f) The Remarketing Agent shall advise, by telephone, the Company of the Reset Rate determined
in a Successful Remarketing (as defined in Section 4 hereof) as soon as practicable after such
determination.



     (g) By approximately 4:30 p.m., New York City time, on the Trading Day following a Successful
Remarketing, the Remarketing Agent shall advise, by telephone:




     (i) the Depositary of the Reset Rate determined in the Remarketing and the aggregate
principal amount of Remarketed Senior Notes sold in the Remarketing;



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     (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the
aggregate principal amount of Remarketed Senior Notes such purchaser is to purchase; and




     (iii) each purchaser to give instructions to its Depositary Participant to pay the
purchase price on the Settlement Date in same day funds against delivery of the Remarketed
Senior Notes purchased through the facilities of the Depositary.



Section 3. Representations and Warranties of the Company.




     The Company represents and warrants to the Remarketing Agent (i) on and as of the
date any Remarketing Materials are first distributed in connection with the Remarketing (the
“Commencement Date”), (ii) on and as of the Remarketing Date or any Subsequent Remarketing Date and
(iii) on and as of the settlement date relating to such Remarketing Date or Subsequent Remarketing
Date (the “Settlement Date”), that:



     (a) Each of the representations and warranties of the Company as set forth in Sections 3(a)
through 3(kk) of the Underwriting Agreement dated November 14, 2007 (the “Underwriting Agreement”)
among the Company and the Underwriters identified in Schedule I thereto, was true and correct when
made on November 14, 2007 and November 20, 2007 [Note: representations and warranties similar to
those contained in the Underwriting Agreement to be included and agreed upon; provided that for
purposes of such representations and warranties, any reference in such sections of the Underwriting
Agreement to (i) the “Registration Statement,” the “Prospectus” or the “Preliminary Prospectus”
shall be deemed to refer to such terms as defined herein and (ii) the “Closing Date” shall be
deemed to refer to the Settlement Date.]



     (b) The Registration Statement, if any, in the form heretofore delivered or to be delivered to
the Remarketing Agent, has been declared effective by the Commission in such form; and no stop
order suspending the effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission.



     (c) The documents incorporated by reference in the Prospectus, when they were filed with the
Commission, conformed in all material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading; and any further documents so filed and incorporated by reference in the Prospectus
or any further amendment or supplement thereto, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.



     (d) The Registration Statement, if any, conforms (and the Prospectus, if any, and any further
amendments or supplements to the Registration Statement or the Prospectus, when they become
effective or are filed with the Commission, as the case may be, will conform) in all material
respects to the requirements of the Securities Act, the Trust Indenture Act of 1939, as



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amended, and the rules and regulations promulgated thereunder, and the Registration Statement
and the Remarketing Materials (and any amendment or supplement thereto) as of their respective
effective or filing dates and as of the Commencement Date, applicable Remarketing Date or
Subsequent Remarketing Date and Settlement Date do not and will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that no representation and warranty is made as to
any statement of eligibility on Form T-1 filed or incorporated by reference as part of the
Registration Statement or the Remarketing Materials, or as to information relating to the
Remarketing Agent or the Holders of the Remarketed Senior Notes contained in or omitted from the
Registration Statement or the Remarketing Materials in reliance upon and in conformity with written
information furnished to the Company by the Remarketing Agent expressly for use therein.



     (e) This Agreement has been duly authorized, executed and delivered by the Company.



     (f) The Remarketed Senior Notes will conform to the descriptions thereof contained in the
Prospectus and in any other Remarketing Materials.



     (g) No Event of Default (as defined in the Indenture, as supplemented by the Supplemental
Indenture) has occurred and is continuing.



Section 4. Fees.




     In the event of a successful Remarketing in which the Remarketed Senior Notes are sold for a
price per Remarketed Senior Note equal to 100.25% of the Remarketing Value of such Remarketed
Senior Note (a “Successful Remarketing”), the Remarketing Agent shall retain for itself as a
remarketing fee (the “Remarketing Fee”) from the proceeds of the Remarketing an amount not
exceeding 25 basis points (0.25%) of the Remarketing Value of the Remarketed Senior Notes in
accordance with Section 5.02(c) of the Purchase Contract and Pledge Agreement and Section 5.01 of
the Supplemental Indenture.



Section 5. Covenants of the Company.




     (a) The Company covenants and agrees as follows:




1. If and to the extent the Remarketed Senior Notes are required (in the view of
counsel, which need not be in the form of a written opinion, for either the
Remarketing Agent or the Company) to be registered under the Securities Act as in
effect at the time of the Remarketing,




	 	i.	 	to prepare the Registration Statement and the
Prospectus to file any such Prospectus pursuant to the Securities Act
within the period required by the Securities Act and the rules and
regulations thereunder and to use commercially reasonable efforts to
cause the Registration Statement to be declared effective by the
Commission prior to the second Business Day immediately preceding the
Remarketing Date;




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	 	ii.	 	to file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the reasonable judgment of the Company, be
required by the Securities Act or requested by the Commission;
	 
	 	iii.	 	to advise the Remarketing Agent, promptly after it
receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed and
to furnish the Remarketing Agent with copies thereof;
	 
	 	iv.	 	to advise the Remarketing Agent, promptly after it
receives notice thereof, of the issuance by the Commission of any stop
order or of any order preventing or suspending the use of the Prospectus,
of the suspension of the qualification of any of the Remarketed Senior
Notes for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by
the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information, and, in the
event of the issuance of any stop order or of any order preventing or
suspending the use of any Prospectus or suspending any such
qualification, to use promptly its best efforts to obtain its withdrawal;
	 
	 	v.	 	to furnish promptly to the Remarketing Agent such
copies of the following documents as the Remarketing Agent shall
reasonably request: (A) conformed copies of the Registration Statement as
originally filed with the Commission and each amendment thereto (in each
case excluding exhibits); (B) the Preliminary Prospectus and any amended
or supplemented Preliminary Prospectus, (C) the Prospectus and any
amended or supplemented Prospectus; and (D) any document incorporated by
reference in the Prospectus (excluding exhibits thereto); and, if at any
time when delivery of a Prospectus is required in connection with the
Remarketing, any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus
or to file under the Exchange Act any document incorporated by reference
in the Prospectus in order to comply with the Securities Act or the
Exchange Act, to notify the Remarketing Agent and, upon its request, to
file such document and to prepare and furnish without charge to the
Remarketing Agent and to any dealer in securities as many copies as the
Remarketing Agent may from time to time reasonably request of an amended
or supplemented Prospectus that will correct such statement or omission
or effect such compliance;




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	 	vi.	 	prior to filing with the Commission (A) any
amendment to the Registration Statement or supplement to the Prospectus
or (B) any Prospectus pursuant to Rule 424 under the Securities Act, to
furnish a copy thereof to the Remarketing Agent and counsel to the
Remarketing Agent;
	 
	 	vii.	 	as soon as practicable, but in any event not later
than eighteen months, after the effective date of the Registration
Statement, to make “generally available to its security holders” an
“earnings statement” (which need not be audited) of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act and the
rules and regulations thereunder (including, at the option of the
Company, Rule 158 under the Securities Act). The terms “Generally
Available to its Security Holders” and “Earnings Statement” shall have
the meanings set forth in Rule 158 under the Securities Act; and
	 
	 	viii.	 	to take such action as the Remarketing Agent may
reasonably request in order to qualify the Remarketed Senior Notes for
offer and sale under the securities or “blue sky” laws of such
jurisdictions as the Remarketing Agent may reasonably request; provided
that in no event shall the Company be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction.






2. To pay: (1) the costs incident to the preparation and printing of the
Registration Statement, if any, any Prospectus and any other Remarketing Materials
and any amendments or supplements thereto; (2) the costs of distributing the
Registration Statement, if any, any Prospectus and any other Remarketing Materials
and any amendments or supplements thereto; (3) any fees and expenses of qualifying
the Remarketed Senior Notes under the securities laws of the several jurisdictions
as provided in Section 5(a)(1)(viii) and of preparing, printing and distributing a
Blue Sky Memorandum, if any (including any related fees and expenses of counsel to
the Remarketing Agent); (4) all other costs and expenses incident to the performance
of the obligations of the Company hereunder and the Remarketing Agent hereunder; and
(5) the reasonable fees and expenses of one counsel to the Remarketing Agent in
connection with their duties hereunder.




3. To furnish the Remarketing Agent with such information and documents as the
Remarketing Agent may reasonably request in connection with the transactions
contemplated hereby, and to make reasonably available to the Remarketing Agent and
any accountant, attorney or other advisor retained by the Remarketing Agent such
information that parties would customarily require in connection with a due
diligence investigation conducted in accordance with applicable securities laws.



     (b) The Remarketing Agent covenants and agrees as follows:



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1. that it will not disseminate any written material for or in connection with the
Remarketing other than the Remarketing Materials and agrees that it will not make
any written statements in connection with the Remarketing, other than statements
that are set forth in the Remarketing Materials unless authorized in advance by the
Company;




2. that it will not distribute the Remarketing Materials if it has been notified by
the Company in writing of (i) the occurrence of any event, or the discovery of any
fact, that could reasonably be expected to cause any representation or warranty
contained in this Agreement to be untrue or inaccurate in any material respect, (ii)
the issuance of any comment or stop order or the taking of any other action by the
Commission or any other governmental or regulatory agency with respect to the
Remarketing Materials, (iii) the occurrence of any event, or the discovery of any
fact, that could reasonably be expected to cause the Company to amend or supplement
the Remarketing Materials and (iv) the occurrence of any event, or the discovery of
any fact, that would cause the Remarketing Materials to contain any untrue statement
of a material fact or omit to state therein a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading; and




3. that if, and for so long as the Senior Notes that are not Separate Senior Notes
are in the possession of the Remarketing Agent prior to the settlement of the
Purchase Contracts, (i) the Remarketing Agent will hold such Senior Notes for the
sole benefit of the Company, (ii) such Senior Notes will continue to constitute
Collateral (as defined in the Purchase Contract and Pledge Agreement) and (iii) the
Company will retain all of the rights, privileges and benefits with respect thereto
as described in the Purchase Contract and Pledge Agreement.



Section 6. Replacement and Resignation of Remarketing Agent.




     (a) The Company may replace [                    ] as the Remarketing Agent by giving notice prior to 3:00
p.m., New York City time, on the fourteenth Business Day immediately preceding the Remarketing
Date. Upon providing such notice, the Company shall use all reasonable best efforts to appoint such
a successor and to enter into a remarketing agreement with such successor as soon as reasonably
practicable.



     (b) [                    ] may resign at any time and be discharged from its duties and obligations
hereunder as the Remarketing Agent by giving notice prior to 3:00 p.m., New York City time, on the
fourteenth Business Day immediately preceding the Remarketing Date. Upon receiving notice from the
Remarketing Agent that it wishes to resign hereunder, the Company shall use all reasonable best
efforts to appoint such a successor and enter into a remarketing agreement with it as soon as
reasonably practicable.



     (c) The Company shall give the Purchase Contract Agent, the Collateral Agent, the Custodial
Agent and the Trustee prompt written notice of any replacement of the Remarketing Agent pursuant to
this section.



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     (d) The Remarketing Agent shall give the Purchase Contract Agent, the Collateral Agent, the
Custodial Agent and the Trustee prompt written notice of its resignation pursuant to this section.



     (e) Notwithstanding the above, no such resignation nor any such removal shall become effective
until the Company shall have appointed (with notice to the Purchase Contract Agent, the Custodial
Agent, the Collateral Agent and the Trustee) at least one nationally recognized broker-dealer as
successor Remarketing Agent and such successor Remarketing Agent shall have entered into a
remarketing agreement with the Company, in which it shall have agreed to conduct the Remarketing in
accordance with this Agreement in all material respects.



Section 7. Dealing in the Securities.




     The Remarketing Agent, when acting hereunder or when acting in its individual or any other
capacity, may, to the extent permitted by law, buy, sell, hold or deal in any of the Senior Notes,
Corporate HiMEDS Units, Treasury HiMEDS Units or any other securities of the Company; provided,
however, that in buying, selling, holding, or dealing in any of the Senior Notes, Corporate HiMEDS
Units, Treasury HiMEDS Units or any other securities of the Company, the Remarketing Agent may not
violate any of its duties under this Agreement. With respect to any Senior Notes, Corporate HiMEDS
Units, Treasury HiMEDS Units or any other securities of the Company owned by it, the Remarketing
Agent may exercise any vote or join in any action with like effect as if it did not act in any
capacity hereunder. The Remarketing Agent, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other transaction with the
Company as freely as if it did not act in any capacity hereunder.



     The Company or its affiliates may, to the extent permitted by law, purchase any Senior Notes
that are remarketed by the Remarketing Agent.



Section 8. Conditions to the Remarketing Agent’s Obligations.




          The obligations of the Remarketing Agent hereunder shall be subject to the following
conditions:



     (a) The Prospectus, if any, shall have been timely filed with the Commission; no stop order
suspending the effectiveness of the Registration Statement, if any, or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated or threatened by the
Commission.



     (b) (1) Trading generally shall not have been suspended or materially limited on the New York
Stock Exchange or the NASDAQ Global Select Market, (2) trading of any securities of the Company
shall not have been materially suspended or limited on the New York Stock Exchange or the NASDAQ
Global Select Market, (3) a general moratorium on commercial banking activities in New York shall
not have been declared by the relevant authorities and there shall not have occurred a material
disruption in commercial banking or securities settlement or clearance services in the United
States or other relevant jurisdiction, or (4) there shall not have occurred a material adverse
change in the financial markets, any outbreak or escalation of hostilities involving the United
States or the declaration by the United States of a national



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emergency or war or other calamity or crisis, if the effect of any such event specified in
this clause (4) in the judgment of the Remarketing Agent makes it impracticable or inadvisable to
proceed with the Remarketing or the delivery of the Remarketed Senior Notes on the terms and in the
manner contemplated in the Transaction Documents.



     (c) The representations and warranties of the Company contained herein shall be true and
correct in all material respects on and as of the Remarketing Date, and the Company, the Purchase
Contract Agent and the Collateral Agent shall have performed in all material respects all covenants
and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on
their part at or prior to the Remarketing Date.



     (d) The Company shall have furnished to the Remarketing Agent a certificate, dated the
Remarketing Date, of the Chief Executive Officer and the Treasurer satisfactory to the
Remarketing Agent stating that:




     (1) no order suspending the effectiveness of the Registration Statement, if any, or
prohibiting the sale of the Remarketed Senior Notes is in effect, and no proceedings for
such purpose are pending before or, to the knowledge of such officers, threatened by the
Commission; and




     (2) the representations and warranties of the Company in Section 3 of this Agreement
are true and correct on and as of the Remarketing Date and the Company has performed in all
material respects all covenants and agreements contained herein to be performed on its part
at or prior to such Remarketing Date.



     (e) On the Remarketing Date, the Remarketing Agent shall have received a letter addressed to
the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing
Agent, from the independent registered certified public accounting firm that are then the auditors
of the Company’s financial statements, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” with respect to certain financial information contained
in the Remarketing Materials, if any.



     (f) Latham & Watkins LLP, counsel to the Company, shall have furnished to the Remarketing
Agent its opinion, addressed to the Remarketing Agent and dated the Remarketing Date, in form and
substance reasonably satisfactory to the Remarketing Agent.



     (g)                     , counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent
its opinion, addressed to the Remarketing Agent and dated the applicable Remarketing Date, in form
and substance satisfactory to the Remarketing Agent.



     (h) There shall not have been, since the respective dates as of which information is given in
the Prospectus, any material adverse change in the condition (financial or otherwise), business,
properties or results of operations of the Company and its subsidiaries taken as a whole.



Section 9. Termination of Remarketing Agreement.




     This Agreement shall automatically terminate:



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     (i) as to the Remarketing Agent on the effective date of the resignation or removal of the
Remarketing Agent pursuant to Section 6; and




     (ii) on the Purchase Contract Settlement Date.



     If this Agreement is terminated pursuant to any of the other provisions hereof, except as
otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent
and the Remarketing Agent shall not be under any liability to the Company, except that if this
Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of
the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the
Company will reimburse the Remarketing Agent for all of its out-of-pocket expenses (including the
reasonable fees and disbursements of its counsel) reasonably incurred by it. Section 10, Section
11, Section 12 and Section 14 hereof shall survive the termination of this Agreement or the
resignation or removal of the Remarketing Agent.



Section 10. Remarketing Agent’s Performance; Duty of Care.




     The duties and obligations of the Remarketing Agent shall be determined solely by the express
provisions of this Agreement and the Transaction Documents. No implied covenants or obligations of
or against the Remarketing Agent shall be read into this Agreement or any of the Transactions
Documents. In the absence of willful misconduct, bad faith or gross negligence on the part of the
Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it
which purports to conform to the requirements hereunder as to the truth of the statements expressed
therein. The Remarketing Agent shall be protected in acting upon any document or communication
reasonably believed by it to be signed, presented or made by the proper party or parties. The
Remarketing Agent shall not have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate on the Remarketed Senior Notes or, if there is any such
limitation, the maximum permissible Reset Rate on the Remarketed Senior Notes, and it shall rely
solely upon timely written notice from the Company pursuant to Section 2(a) hereof as to whether or
not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing
Agent shall not incur any liability under this Agreement to any beneficial owner or holder of
Remarketed Senior Notes, or other securities, either in its individual capacity or as Remarketing
Agent, as the case may be, for any action or failure to act in connection with the Remarketing of
the Remarketed Senior Notes or otherwise in connection with the transactions contemplated by this
Agreement, except to the extent that such liability has, by final judicial determination, resulted
from the willful misconduct, bad faith or gross negligence of the Remarketing Agent or from its
failure to fulfill its express obligations hereunder. The provisions of this Section 10 shall
survive any termination of this Agreement and shall also continue to apply to every Remarketing
Agent notwithstanding its resignation or removal. The Remarketing Agent will act as the agent of
the Holders.



Section 11. Indemnification.




     (a) The Company will indemnify and hold harmless the Remarketing Agent, against any losses,
claims, damages or liabilities to which the Remarketing Agent may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue



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statement of a material fact contained in the Registration Statement, the Prospectus, or any
amendments or supplement thereto, or any related Preliminary Prospectus or preliminary prospectus
supplement or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Remarketing Agent for any legal expenses of one counsel (in
addition to any local counsel) engaged reasonably incurred by the Remarketing Agent in connection
with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by the Remarketing Agent specifically
for use therein.



     (b) The Remarketing Agent will indemnify and hold harmless the Company, its directors and
officers and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities to which the Company may become
subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus
or any amendment or supplement thereto, or any related Preliminary Prospectus or Preliminary
Prospectus supplement, or any other Remarketing Materials, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished to the Company by
the Remarketing Agent specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided that in no case will the
Remarketing Agent be liable or responsible for any amount in excess of the fee paid to the
Remarketing Agent pursuant to Section 4.



     (c) Promptly after receipt by an indemnified party under this section of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In the case of parties indemnified pursuant to subsection (a)
above, counsel to the indemnified parties shall be selected by the Remarketing Agent. In case any
such action shall be brought against the indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified



14









 







party, in connection with the defense thereof other than reasonable costs of investigation (as
set forth below). Notwithstanding the indemnifying party’s election to appoint counsel to represent
the indemnified party in an action, the indemnified party shall have the right to employ separate
counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of interest; (ii) the
actual or potential defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or the indemnified party which are different from
or additional to those available to the indemnifying party; (iii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this Section 11 (whether or
not the indemnified parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.



Section 12. Contribution.




     (a) If the indemnification provided for in Section 11 is unavailable to or insufficient to
hold harmless an indemnified party under Sections 11(a) or 11(b), then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Remarketing Agent on the other from the offering of the Remarketed
Senior Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law,
in such proportions as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand and the Remarketing
Agent on the other in connection with the statements of omissions which resulted in such losses,
claims, damages or liabilities as well as any relevant equitable considerations. The relative
benefits received by the Company on one hand and the Remarketing Agent on the other hand in
connection with the Remarketing shall be deemed to be in the same proportions as the total net
proceeds of the Remarketed Senior Notes less the fee paid to the Remarketing Agent on the one hand
and the fee paid to the Remarketing Agent on the other hand bear to the total net proceeds of the
Remarketed Senior Notes. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the



15









 







Company on the one hand or the Remarketing Agent on the other hand and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Remarketing Agent agree that it would not be just and equitable if
contribution pursuant to this subsection (a) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to above
in this subsection (a). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this
subsection (a) shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (a), the Remarketing Agent shall not be required
to contribute any amount in excess of the amount by which the fees received by it under Section 4
exceeds the amount of any damages which the Remarketing Agent has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.



     (b) The obligations of the Company under Section 11 and this Section 12 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Remarketing Agent and to each person, if any, who
controls the Remarketing Agent within the meaning of the Securities Act; and the obligations of the
Remarketing Agent under Section 11 and this Section 12 shall be in addition to any liability which
the Remarketing Agent may otherwise have and shall extend, upon the same terms and conditions, to
each director of the Company, to each officer of the Company who signed the Registration Statement
and to each person, if any, who controls the Company within the meaning of the Securities Act.



     (c) The indemnity and contribution provisions contained in Section 11 and this Section 12 and
the representations, warranties and other statements of the Company contained in this Agreement
shall remain in full force and effect, regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of the Remarketing Agent or any person controlling the
Remarketing Agent, or the Company, its officers or director or any controlling person of the
Company, and the completion of the Remarketing.



Section 13. Persons Entitled to Benefit of Agreement.




     This Agreement shall inure to the benefit of and be binding upon each party hereto and its
respective successors. This Agreement and the terms and provisions hereof are for the sole benefit
of only those persons, except that:




     (x) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the Remarketing
Agent and the person or persons, if any, who control the Remarketing Agent within the
meaning of Section 15 of the Securities Act; and




     (y) the indemnity agreement of the Remarketing Agent contained in Section 11(b) of this
Agreement shall be deemed to be for the benefit of the Company’s directors



16









 







and officers who sign the Registration Statement, if any, and any person controlling
the Company within the meaning of Section 15 of the Securities Act.



     Nothing contained in this Agreement is intended or shall be construed to give any person,
other than the persons referred to herein, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.



Section 14. Governing Law; Submission to Jurisdiction. 




     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.



     The Company irrevocably:




     (i) agrees that any legal suit, action or proceeding against the Company brought by the
Remarketing Agent or by any person who controls the Remarketing Agent arising out of or
based upon this Agreement or the transactions contemplated hereby or thereby may be
instituted in the federal district court for the Southern District of New York and the New
York County Court;




     (ii) waives, to the fullest extent it may effectively do so, any objection which it may
now or hereafter have to the laying of venue of any such proceeding; and




     (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or
proceeding. The Company has appointed CT Corporation System, New York, New York, as its
authorized agent (the “Authorized Agent”) upon whom process may be served in any such action
arising out of or based on this Agreement or the transactions contemplated hereby or thereby
which may be instituted in the federal district court for the Southern District of New York
and the New York County Court by the Remarketing Agent or by any person who controls the
Remarketing Agent, expressly consents to the jurisdiction of any such court in respect of
any such action, and waives any other requirements of or objections to personal jurisdiction
with respect thereto. Such appointment shall be irrevocable.



     The Company represents and warrants that the Authorized Agent has agreed to act as such agent
for service of process and agrees to take any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment in full force and
effect as aforesaid. Service of process upon the Authorized Agent and written notice of such
service to the Company shall be deemed, in every respect, effective service of process upon the
Company.



Section 15. Survival.




     The respective indemnities, representations, warranties and agreements of the Company and the
Remarketing Agent contained in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall survive any Remarketing and shall remain in full force and
effect, regardless of any investigation made by or on behalf of any of them or any person
controlling any of them.



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Section 16. Successors and Assigns.




     The rights and obligations of the Company hereunder may not be assigned or delegated to any
other Person without the prior written consent of the Remarketing Agent. The rights and obligations
of the Remarketing Agent hereunder may not be assigned or delegated to any other Person (other than
an affiliate of the Remarketing Agent) without the prior written consent of the Company.



Section 17. Headings.




     Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and such section headings are not a part of this Agreement and will not be used in the
interpretation of any provision of this Agreement.



Section 18. Severability.




     If any provision of this Agreement is invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts with any provisions of any
constitution, statute, rule or public policy or for any other reason, then, to the extent permitted
by law, such circumstances shall not have the effect of rendering the provision in question
invalid, inoperative or unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement, as the case may be, invalid,
inoperative or unenforceable to any extent whatsoever.



Section 19. Counterparts.




     This Agreement may be executed in counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same document.



Section 20. Amendments.




     This Agreement may be amended only by an instrument in writing signed by the Company and the
Remarketing Agent.



Section 21. Notices.




     Unless otherwise specified, any notices, requests, consents or other communications given or
made hereunder shall be made in writing or transmitted by any standard form of telecommunication,
including telephone or telecopy, and confirmed in writing. All written notices and confirmations
of notices by telecommunication shall be deemed to have been validly given or made when delivered
or mailed, registered or certified mail, return receipt requested and postage prepaid. All such
notices, requests, consents or other communications shall be addressed as follows: if to the
Company, to Avery Dennison Corporation, 150 North Orange Grove Boulevard, Pasadena, California
91103, fax number: (626) 304-2251, Attention: [Richard P. Randall, Esq., Vice President Corporate
Governance, Associate General Counsel and Assistant Secretary]; if to the Remarketing Agent, to
[                    ], [                    ], [                    ], fax number [                    ], Attention: General Counsel; if to the
Collateral Agent, to The Bank of New York Trust Company, N.A., 700 South Flower, Suite 500, Los
Angeles, CA 90017, fax number
[                    ], Attention: Corporate Trust Administration; and if to the Purchase Contract Agent, to
The Bank of New York Trust Company, N.A., 700 South Flower, Suite 500, Los Angeles, CA 90017, fax
number [                    ], Attention: Corporate Trust Administration or to such other address as any of
the above shall specify to the others in writing.



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     IN WITNESS WHEREOF, each of the Company, the Purchase Contract Agent and the Remarketing Agent
has caused this Agreement to be executed in its name and on its behalf by one of its duly
authorized signatories as of the date first above written.



	 	 	 	 	 
	 	AVERY DENNISON CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	
of Avery Dennison Corporation 	 



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	 	[                    ], as Remarketing Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED:




The Bank of New York Trust Company, N.A.,

not individually but solely as Purchase Contract Agent

and as attorney-in-fact for the Holders of the Purchase Contracts




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







20