EIGHTH SUPPLEMENTAL INDENTURE (as hereinafter defined, the Eighth Supplemental Indenture), dated as of August 18, 2021, between AVERY DENNISON CORPORATION, a Delaware corporation (the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the Trustee).
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of November 20, 2007 (the Base Indenture and, together with the Eighth Supplemental Indenture, the Indenture), to provide for the issuance by the Company of unsecured debentures, notes, bonds or other evidences of indebtedness in an unlimited amount to be issued from time to time in one or more series as provided in the Base Indenture;
WHEREAS, pursuant to Board Resolutions dated July 21, 2021, the Company authorized the creation and issuance of a series of its debt securities under the Indenture, designated as the 2.250% Senior Notes due 2032 in the initial aggregate principal amount of $500,000,000 (the Notes);
WHEREAS, Section 14.01 of the Base Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee, from time to time and at any time, may enter into one or more supplemental indentures to establish the forms and terms of Securities as permitted in Section 3.01 of the Base Indenture;
WHEREAS, the Company desires to establish the form and terms of the Notes in accordance with Sections 2.01 and 3.01 of the Base Indenture;
WHEREAS, the Company has determined that this Eighth Supplemental Indenture is authorized and permitted by Section 14.01 of the Base Indenture and has delivered to the Trustee an Opinion of Counsel to that effect and an Officers Certificate pursuant to Section 3.03 of the Base Indenture to the effect that all conditions precedent provided for in the Base Indenture to the Trustees execution and delivery of this Eighth Supplemental Indenture have been complied with;
WHEREAS, the Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions; and
WHEREAS, all things necessary to make this Eighth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Eighth Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.1 Definition of Terms. For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided or unless the context requires otherwise:
(a) a term defined in the Base Indenture and not otherwise defined herein has the same meaning when used in this Eighth Supplemental Indenture; and