EXHIBIT 4.2
Execution Copy
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SONOCO PRODUCTS COMPANY
to
THE BANK OF NEW YORK,
as Trustee
-------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 23, 2004
Supplemental to the Indenture
dated as of June 15, 1991
Establishing a series of Securities
designated 5.625% Notes Due 2016
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FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 2004 (herein called
the "First Supplemental Indenture"), between Sonoco Products Company, a
corporation duly organized and existing under the laws of the State of South
Carolina (hereinafter called the "Company"), and The Bank of New York, successor
to Wachovia Bank of North Carolina, National Association, as Trustee under the
Original Indenture referred to below (hereinafter called the "Trustee").
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of June 15, 1991 (hereinafter called the "Original
Indenture"), to provide for the issuance from time to time in one or more series
of its unsecured debentures, notes, bonds or other evidences of indebtedness
(herein called the "Securities"), the form and terms of which are to be
established as set forth in Sections 201 and 301 of the Original Indenture;
WHEREAS, Section 901(7) of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture to, among other things, establish the form and terms
of the Securities of any series as permitted in Sections 201 and 301 of the
Original Indenture;
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of $150,000,000 to be designated the "5.625% Notes
Due 2016", and all action on the part of the Company necessary to authorize the
issuance of the Notes (as hereinafter defined) under the Original Indenture and
this First Supplemental Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and completed, authenticated and delivered by the Trustee as
provided in the Original Indenture and this First Supplemental Indenture, the
valid and binding obligations of the Company and to constitute these presents a
valid and binding supplemental indenture and agreement according to its terms,
have been done and performed;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and
purchase of the Notes by the holders thereof and of the acceptance of this trust
by the Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of holders of the Notes (as hereinafter defined), as follows:
ARTICLE ONE
DEFINITIONS
Except to the extent such terms are otherwise defined in this First
Supplemental Indenture or the context clearly requires otherwise, all terms used
in this First Supplemental Indenture which are defined in the Original Indenture
or the form of Initial Note (as hereinafter defined) or Exchange Note (as
hereinafter
defined) attached hereto as Exhibits A and B, respectively, have the meanings
assigned to them therein.
In addition, as used in this First Supplemental Indenture, the
following terms have the following meanings:
"Commission" means the U.S. Securities and Exchange Commission.
"Exchange Notes" means the 5.625% Notes Due 2016 to be issued under
this First Supplemental Indenture in connection with a Registered Exchange Offer
pursuant to the Registration Rights Agreement.
"Global Note" means a Rule 144A Global Note.
"Initial Notes" means the 5.625% Notes Due 2016 to be issued under this
First Supplemental Indenture on or about the date of this First Supplemental
Indenture.
"Initial Purchasers" means (a) Bank of America Securities LLC, Deutsche
Bank Securities Inc., Tokyo-Mitsubishi International plc and Wachovia Capital
Markets, LLC, in respect of the Initial Notes and (b) the purchasers of any
additional Notes, as the case may be.
"Issue Date" means the date on which the Initial Notes are originally
issued.
"Notes" means the Initial Notes, the Exchange Notes , the Private
Exchange Notes and any other 5.625% Notes Due 2016 issued after the Issue Date
in accordance with clause (iii) of Section 2.3 hereof treated as a single series
of securities for all purposes, as amended or supplemented from time to time in
accordance with the terms of this First Supplemental Indenture and the Original
Indenture, that are issued pursuant to this First Supplemental Indenture.
"Private Exchange" means the offer by the Company, pursuant to the
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
the Initial Purchasers, in exchange for the Initial Notes held by the Initial
Purchasers as part of their initial distribution, a like aggregate principal
amount of Private Exchange Notes.
"Private Exchange Notes" means the 5.625% Notes Due 2016 to be issued
pursuant to this First Supplemental Indenture in connection with a Private
Exchange effected pursuant to the Registration Rights Agreement.
"Registered Exchange Offer" means an offer by the Company, pursuant to
the Registration Rights Agreement, to certain Holders of Initial Notes, to issue
and deliver to such Holders, in exchange for the Initial Notes, a like aggregate
principal amount of Exchange Notes registered under the Securities Act.
"Registration Rights Agreement" means (a) the Registration Rights
Agreement dated as of June 23, 2004 among the Company and the Initial Purchasers
or (b) any registration rights agreement entered into in connection with the
issuance of additional Notes following the Issue Date, as the case may be.
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"Resale Restriction Termination Date" means (x) the date which is two
years (or such shorter period of time as permitted by Rule 144(k) under the
Securities Act) after the later of the issue date of a Restricted Security and
the last date on which the Company or any of its "affiliates" (as defined in
Rule 144 under the Securities Act) was the owner of such Restricted Security)
(or any predecessor thereto); or (y) such later date, if any, as may be required
by applicable law.
"Restricted Securities" has the meaning given to such term in Section
2.7(a) hereof.
"Rule 144A" means Rule 144A under the Securities Act, as may be amended
and in effect from time to time, and any successor rules.
"Rule 144A Global Note" means the one or more Initial Notes or Private
Exchange Notes deposited with a custodian for, and registered in the name of a
nominee of, the Depositary, interests in which will be held for the benefit of
purchasers of Initial Notes or Private Exchange Notes who are "qualified
institutional buyers" as defined in Rule 144A.
"Shelf Registration Statement" means the registration statement filed
by the Company with the Commission in connection with the offer and sale of
Notes (other than Exchange Notes) on a continuous basis under Rule 415 of the
Securities Act pursuant to the Registration Rights Agreement.
"Transfer Restricted Notes" means Notes that bear or are required to
bear one or more of the legends set forth in Section 2.6 hereof.
ARTICLE TWO
TERMS AND ISSUANCE OF THE 5.625% NOTES DUE 2016
Section 2.1. Issue of Notes. A series of Securities which shall be
designated the "5.625% Notes Due 2016" shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of, the Original Indenture, as
amended, and this First Supplemental Indenture (including the form of Initial
Notes and Exchange Notes set forth hereto as Exhibits A and B, respectively).
The aggregate principal amount of the Notes which may be authenticated and
delivered under this First Supplemental Indenture shall not, except as permitted
by the provisions of the Original Indenture, initially exceed $150,000,000;
provided that the Company may from time to time or at any time, without the
consent of the Holders of the Notes, issue additional Notes, which additional
Notes shall increase the aggregate principal amount of, and shall be
consolidated and form a single series with, the Notes.
Section 2.2. Form of Notes; Incorporation of Terms. The Initial Notes,
the Private Exchange Notes and any additional Notes issued in transactions
exempt from registration under the Securities Act shall be substantially in the
form of Exhibit A attached hereto and the Exchange Notes shall be substantially
in the form of Exhibit B attached hereto. The Notes may have such notations,
legends or endorsements approved as to form by the Company and required,
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as applicable, by law, stock exchange or depository rule, agreements to which
the Company is subject and/or usage. The terms of the Notes set forth in Exhibit
A and Exhibit B are herein incorporated by reference and are part of the terms
of this First Supplemental Indenture.
Section 2.3. Execution and Authentication. The Trustee, upon a Company
Order and pursuant to the terms of the Original Indenture and this First
Supplemental Indenture, shall authenticate and deliver (i) Initial Notes for
original issue in an initial aggregate principal amount of $150,000,000, (ii)
Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange
Offer or a Private Exchange, respectively, pursuant to the Registration Rights
Agreement, for a like principal amount of Initial Notes and (iii) additional
Notes for original issue after the Issue Date in the amounts specified by the
Company. Such Company Order shall specify the amount of the Notes to be
authenticated, the date on which the original issue of Notes is to be
authenticated, whether the Notes are to be Initial Notes, Private Exchange
Notes, Exchange Notes or Notes issued pursuant to clause (iii) above, and the
aggregate principal amount of Notes outstanding on the date of authentication.
All of the Notes issued under the Original Indenture and this First Supplemental
Indenture shall be treated as a single series for all purposes under the
Original Indenture and this First Supplemental Indenture, including, without
limitation, waivers, amendments, and offers to purchase.
Section 2.4. Depositary for Global Securities. The Depositary for the
Securities of the series of which the Notes are a part shall be The Depository
Trust Company in the City of New York.
Section 2.5. Place of Payment. The Place of Payment in respect of the
Notes will be at the principal office or agency of the Company in the City of
New York, State of New York or at the office or place of business of the Trustee
or its successor in trust under the Original Indenture, which, at the date
hereof, is located at [Trustee's address].
Section 2.6. Legends.
(a) Except as permitted by the following paragraphs (b) and (c), each
Note certificate for Notes that are Restricted Securities shall bear a legend in
substantially the following form:
"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT: (A) PRIOR TO: (X)
THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ISSUE DATE OF THE NOTES
AND THE LAST DATE ON WHICH WE OR ANY OF OUR "AFFILIATES" (AS DEFINED IN RULE 144
UNDER THE SECURITIES ACT) WAS THE OWNER OF SUCH NOTES (OR ANY PREDECESSOR
THERETO); OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW
(THE "RESALE RESTRICTION TERMINATION DATE"), SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE
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144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR (iii) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. NO REPRESENTATION CAN BE MADE AS
TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE
SECURITY EVIDENCED HEREBY.
THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS
OF, THE REGISTRATION RIGHTS AGREEMENT DATED JUNE 23, 2004, AMONG THE COMPANY AND
THE OTHER PARTIES REFERRED TO THEREIN."
(b) Upon any sale or transfer of a Transfer Restricted Note pursuant to
Rule 144 under the Securities Act, the Depositary shall, subject to approval by
the Company and the provisions of Section 305 of the Original Indenture, permit
the Holder thereof to request the issuance of a Global Note that does not bear
one or more of the legends set forth above and rescind any restrictions on the
transfer of such Transfer Restricted Note, if the sale or exchange was made in
reliance on Rule 144 and the Holder certifies to that effect in writing to the
Depositary.
(c) After a transfer of any Initial Notes or Private Exchange Notes
pursuant to and during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Notes or Private Exchange Notes, as the
case may be, all requirements pertaining to legends on such Initial Note or such
Private Exchange Note shall cease to apply, and a global Initial Note or Private
Exchange Note without legends shall be available (subject to Section 305 of the
Original Indenture) to the transferee of the Holder of such Initial Notes or
Private Exchange Notes or upon receipt of directions to transfer such Holder's
interest in a global Initial Note or Private Exchange Note, as applicable.
(d) Upon the completion of a Registered Exchange Offer with respect to
the Initial Notes pursuant to which Holders of such Initial Notes are offered
Exchange Notes in exchange for their Initial Notes, all requirements pertaining
to such Initial Notes that Initial Notes issued to
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certain Holders be issued in global form shall still apply and Initial Notes in
global form with one or more of the legends set forth in Exhibit A shall be
available to Holders of such Initial Notes that do not exchange their Initial
Notes, and Exchange Notes in global form shall be available (subject to Section
305 of the Original Indenture) to Holders that exchange such Initial Notes in
such Registered Exchange Offer.
(e) Upon the completion of a Private Exchange with respect to the
Initial Notes pursuant to which Holders of such Initial Notes are offered
Private Exchange Notes in exchange for their Initial Notes, all requirements
pertaining to such Initial Notes that Initial Notes issued to certain Holders be
issued in global form shall still apply, and Private Exchange Notes in global
form with one or more of the legends set forth in Exhibit A shall be available
to Holders that exchange such Initial Notes in such Private Exchange.
Section 2.7. Restrictions on Transfer and Exchange of Initial Notes.
(a) All Rule 144A Global Notes and all beneficial interests in one or
more Rule 144A Global Notes shall be restricted securities (within the meaning
of Rule 144 under the Securities Act; hereinafter, collectively, "Restricted
Securities") and shall be subject to the restrictions on transfer provided in
the legend set forth in Section 2.6(a) hereof. The Holder of each Restricted
Security, by such Holder's acceptance thereof, agrees to be bound by such
restrictions on transfer. All Restricted Securities shall bear the legend set
forth in Section 2.6(a).
(b) Unless and until an Initial Note is exchanged for an Exchange Note
in connection with an effective Exchange Offer Registration Statement or a Shelf
Registration Statement is declared effective with respect to such Initial Notes
and an Initial Note is sold pursuant to the plan of distribution thereunder, the
following provisions shall apply:
(i) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Global Note may be transferred to persons
who take delivery thereof in the form of a beneficial interest in the
same Global Note in accordance with the transfer restrictions in the
applicable legends.
(ii) Transfer of Beneficial Interests in a Global Note to
Another Global Note. A beneficial interest in any Global Note may be
transferred to a person who takes delivery thereof in the form of a
beneficial interest in another Global Note if the transfer complies
with the requirements of the applicable procedures of The Depository
Trust Company and the transferor delivers to the Trustee a certificate
in the form of Exhibit C hereto.
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ARTICLE THREE
MISCELLANEOUS
Section 4.1. Execution as Supplemental Indenture. This First
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this First Supplemental Indenture forms a part thereof.
Section 4.2. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof, or with a
provision of the Original Indenture, which is required to be included in this
First Supplemental Indenture, or in the Original Indenture, respectively, by any
of the provisions of the Trust Indenture Act, such required provision shall
control.
Section 4.3. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
Section 4.4. Successors and Assigns. All covenants and agreements by
the Company in this First Supplemental Indenture shall bind its successors and
assigns, whether so expressed or not.
Section 4.5. Separability Clause. In case any provision in this First
Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 4.6. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture or in the Notes, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
First Supplemental Indenture.
Section 4.7. Execution and Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 4.8. Governing Law. This First Supplemental Indenture and the
Notes shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of laws principles thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
(CORPORATE SEAL)
SONOCO PRODUCTS COMPANY
By
-----------------------
Name:
Title:
Attest:
By
-----------------------
Name:
Title:
(SEAL) THE BANK OF NEW YORK,
As Trustee
By:
-----------------------
Name:
Title:
Attest:
By:
-----------------------
Name:
Title:
STATE OF ____________ )
)
COUNTY OF ____________ )
On this ___ day of _________________, 2004, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is a ______________ of Sonoco Products Company, the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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STATE OF ____________ )
)
COUNTY OF ____________ )
On this ___ day of _________________, 2004, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is a ______________ of The Bank of New York, a New York banking
organization described in and which executed the foregoing instrument; that he
knows the seal of said organization; that the seal affixed to said instrument is
such organization seal; that it was so affixed by authority of the Board of
Directors of said organization, and that he signed his name thereto by like
authority.
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EXHIBIT A
[FORM OF FACE OF INITIAL NOTES]
[IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT -- UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE
HEREINAFTER REFERENCED AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
[IF A RESTRICTED SECURITY, INSERT -- THE SECURITY (OR ITS PREDECESSOR)
EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT: (A)
PRIOR TO: (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ISSUE
DATE OF THE NOTES AND THE LAST DATE ON WHICH WE OR ANY OF OUR "AFFILIATES" (AS
DEFINED IN RULE 144 UNDER THE
A-1
SECURITIES ACT) WAS THE OWNER OF SUCH NOTES (OR ANY PREDECESSOR THERETO); OR (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE
RESTRICTION TERMINATION DATE"), SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES
TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR
(iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.
THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE
REGISTRATION RIGHTS AGREEMENT DATED JUNE 23, 2004, AMONG THE COMPANY AND THE
OTHER PARTIES REFERRED TO THEREIN.
SONOCO PRODUCTS COMPANY
5.625% NOTES DUE 2016
$------
NO. ________ CUSIP _________________
SONOCO PRODUCTS COMPANY, a corporation duly organized and existing
under the laws of the State of South Carolina (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___________, or
registered assigns, the principal sum of ______________ Dollars on June 15,
2016, and to pay interest thereon from June 23, 2004, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on June 15 and December 15 in each year, commencing December 15,
2004, at the rate of 5.625% per annum, until the principal hereof is paid or
made available for payment (assuming a 360-day year consisting of twelve 30-day
months). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be June 1 or December 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in
A-2
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture; provided, however, that if (i) a
registration statement (the "Exchange Offer Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), registering a
security substantially identical to this Security (except that such Security
will not contain terms with respect to the Additional Interest payments
described below or legends reflecting transfer restrictions) pursuant to an
exchange offer (the "Exchange Offer") has not been filed or has not been
declared effective on or before the date on which such registration statement is
required to be filed or is required to become or be declared effective pursuant
to the Registration Rights Agreement dated as of June 23, 2004 (the
"Registration Rights Agreement"), among the Company and the other parties
referred to therein, or, if required, a registration statement registering this
Security for resale (a "Shelf Registration Statement") has not been filed or has
not become or been declared effective on or before the date on which such
registration statement is required to become or be declared effective pursuant
to the Registration Rights Agreement, or (ii) the Exchange Offer has not been
completed on or before the date on which such Exchange Offer is required to be
completed pursuant to the Registration Rights Agreement in each case in Clauses
(i) and (ii) upon the terms and conditions set forth in the Registration Rights
Agreement (each such event referred to in clauses (i) through (ii) above, a
"Registration Default"), the interest rate borne by the Securities shall be
increased ("Additional Interest") by one-quarter of one percent (0.25%) per
annum, which interest shall accrue (in addition to any stated interest on the
Securities) from and including the date on which a Registration Default occurs
to but excluding the first date (the "Step-Down Date") that no Registration
Default exists, which rate will increase by one quarter of one percent (0.25%)
at the beginning of each succeeding 90-day period (or portion thereof) that such
Additional Interest continues to accrue under any such circumstance; provided,
however, that the maximum aggregate increase in the interest rate will in no
event exceed one percent (1%) per annum, and provided further, that no
Additional Interest shall be payable, and Additional Interest shall cease to be
payable, in accordance with the terms of the Registration Rights Agreement. If
the Shelf Registration Statement is declared effective but becomes unusable for
any reason, then the interest rate borne by the Securities shall be increased
under the circumstances described in the Registration Rights Agreement. Upon the
Shelf Registration Statement once again becoming usable, the interest rate borne
by the Securities will be reduced to the original interest rate. Accrued
Additional Interest, if any, shall be paid semi-annually on June 15 and December
15 in each year, and the amount of accrued Additional Interest shall be
determined on the basis of the number of days during which such Registration
Default is in effect. The Company shall provide the Trustee with written notice
of the date of any Registration Default and the Step-Down Date. Any accrued and
unpaid interest (including Additional Interest, if any) on this Security upon
the issuance of an Exchange Security (as defined in the Indenture) in exchange
for this Security shall cease to be payable to the Holder hereof but such
accrued and unpaid interest (including Additional Interest, if any) shall be
payable to the Holder of such Exchange Security with the next Interest Payment
for such Exchange Security.
Payment of the principal of (and premium, if any) and interest on this
Security will be
A-3
made at the office or agency of the Company maintained for that purpose in New
York, New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, or by wire transfer to the Person
entitled thereto.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
SONOCO PRODUCTS COMPANY
By: __________________________
Attest: Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
The Bank of New York, As Trustee
Date: By: __________________________
Authorized Officer
A-5
[FORM OF REVERSE OF INITIAL NOTES]
SONOCO PRODUCTS COMPANY
5.625% Notes due 2016
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 15, 1991, as supplemented by a First
Supplemental Indenture, dated as of June 23, 2004 (as so supplemented, herein
called the "Indenture"), between the Company and The Bank of New York, as
successor Trustee (herein 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 statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, which series is initially limited
in aggregate principal amount to $150,000,000; provided that the Company may
from time to time or at any time, without the consent of Holders of the
Securities of this series, issue additional Notes. Such additional Notes shall
increase the aggregate principal amount of, and shall be consolidated and form a
single series with, the Notes.
The Securities of this series are subject to redemption upon not less
than 30 days' notice by mail, in whole or in part, at any time at the election
of the Company, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Securities, or (ii) as determined by the Quotation Agent
(as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities (not including any portion
of those payments of interest accrued as of the redemption date) discounted to
the redemption date on a semi-annual basis assuming a 360 day year consisting of
twelve 30 day months at the Treasury Rate (as defined below) plus 15 basis
points plus, in each case, accrued and unpaid interest on the Securities to the
redemption date.
"Treasury Rate" means, with respect to any redemption date, the annual
rate equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of a
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.
A-6
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of at least three Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of five or more
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so obtained.
"Reference Treasury Dealer" means (i) each of Banc of America
Securities LLC and Deutsche Bank Securities Inc. and their respective
successors; however, if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding the redemption date.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
In the case of a partial redemption, selection of the Securities for
redemption will be made pro rata, by lot or such other method as the Trustee in
its sole discretion deems appropriate and fair. No Securities of a principal
amount of $1,000 or less will be redeemed in part. Notice of any redemption will
be mailed by first class mail at least 30 days but not more than 60 days before
the redemption date to each holder of the Securities to be redeemed at its
registered address. If any Securities are to be redeemed in part only, the
notice of redemption that relates to the Securities will state the portion of
the Securities to be redeemed. New Securities in principal amounts of $1,000
equal to the unredeemed portion of the Securities will be issued in the name of
the holder of the Securities upon surrender for cancellation of the original
Securities. Unless the Company defaults in payment of the redemption price, on
and after the redemption date, interest will cease to accrue on the Securities
or the portions of the Securities called for redemption.
Unless the context otherwise requires, the Initial Notes (as defined in
the Indenture) and the Exchange Notes (as defined in the Indenture) of the same
series shall constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers and redemptions.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions, set forth therein, which
provisions apply to the Securities of this series.
The Indenture permits, with certain exceptions as therein provided, the
amendment
A-7
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
A-8
The Securities of this series are not subject to any sinking fund.
The Securities of this series shall be governed by and construed in
accordance with the laws of the State of New York.
All capitalized terms used but not defined in this Security shall have
the meanings assigned to them in the Indenture.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
A-9
EXHIBIT B
[FORM OF FACE OF EXCHANGE NOTES]
[IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT -- UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE
HEREINAFTER REFERENCED AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
SONOCO PRODUCTS COMPANY
5.625% NOTES DUE 2016
$ -----------------
NO. ________ CUSIP _________________
SONOCO PRODUCTS COMPANY, a corporation duly organized and existing
under the laws of the State of South Carolina (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___________, or
registered assigns, the principal sum of ______________ Dollars on June 15,
2016, and to pay interest thereon from June 23, 2004, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on June 15 and December 15 in each year, commencing December 15,
2004, at the rate of 5.625% per annum, until the principal hereof is paid or
made available for payment (assuming a 360-day year consisting of twelve 30-day
months). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 or
B-1
December 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, or by wire
transfer to the Person entitled thereto.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
SONOCO PRODUCTS COMPANY
By: __________________________
Attest: Name:
Title:
B-2
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
The Bank of New York, As Trustee
Date: By: __________________________
Authorized Officer
B-3
[FORM OF REVERSE OF EXCHANGE NOTES]
SONOCO PRODUCTS COMPANY
5.625% Notes due 2016
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 15, 1991, as supplemented by a First
Supplemental Indenture, dated as of June 23, 2004 (as so supplemented, herein
called the "Indenture"), between the Company and The Bank of New York, as
successor Trustee (herein 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 statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, which series is initially limited
in aggregate principal amount to $150,000,000; provided that the Company may
from time to time or at any time, without the consent of Holders of the
Securities of this series, issue additional Notes. Such additional Notes shall
increase the aggregate principal amount of, and shall be consolidated and form a
single series with, the Notes.
The Securities of this series are subject to redemption upon not less
than 30 days' notice by mail, in whole or in part, at any time at the election
of the Company, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Securities, or (ii) as determined by the Quotation Agent
(as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities (not including any portion
of those payments of interest accrued as of the redemption date) discounted to
the redemption date on a semi-annual basis assuming a 360 day year consisting of
twelve 30 day months at the Treasury Rate (as defined below) plus 15 basis
points plus, in each case, accrued and unpaid interest on the Securities to the
redemption date.
"Treasury Rate" means, with respect to any redemption date, the annual
rate equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of a
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.
B-4
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of at least three Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of five or more
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so obtained.
"Reference Treasury Dealer" means (i) each of Banc of America
Securities LLC and Deutsche Bank Securities Inc. and their respective
successors; however, if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding the redemption date.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
In the case of a partial redemption, selection of the Securities for
redemption will be made pro rata, by lot or such other method as the Trustee in
its sole discretion deems appropriate and fair. No Securities of a principal
amount of $1,000 or less will be redeemed in part. Notice of any redemption will
be mailed by first class mail at least 30 days but not more than 60 days before
the redemption date to each holder of the Securities to be redeemed at its
registered address. If any Securities are to be redeemed in part only, the
notice of redemption that relates to the Securities will state the portion of
the Securities to be redeemed. New Securities in principal amounts of $1,000
equal to the unredeemed portion of the Securities will be issued in the name of
the holder of the Securities upon surrender for cancellation of the original
Securities. Unless the Company defaults in payment of the redemption price, on
and after the redemption date, interest will cease to accrue on the Securities
or the portions of the Securities called for redemption.
Unless the context otherwise requires, the Initial Notes (as defined in
the Indenture) and the Exchange Notes (as defined in the Indenture) of the same
series shall constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers and redemptions.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness on this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions, set forth therein, which
provisions apply to the Securities of this series.
B-5
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
B-6
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Securities of this series are not subject to any sinking fund.
The Securities of this series shall be governed by and construed in
accordance with the laws of the State of New York.
All capitalized terms used but not defined in this Security shall have
the meanings assigned to them in the Indenture.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
B-7
EXHIBIT C
[Form of Restricted Securities Transfer Certificate]
CERTIFICATE TO SUNOCO PRODUCTS COMPANY
AND TRUSTEE
5.625% NOTES DUE 2016
With respect to U.S. $____________ principal amount of the
above-captioned securities presented or surrendered on the date hereof (the
"Surrendered Notes") for registration of transfer, or for exchange where the
securities issuable upon such exchange are to be registered in a name other than
that of the undersigned Holder (each such transaction being a "transfer"), as of
the date hereof the undersigned Holder (as defined in the Indenture) of the
Surrendered Notes represents and certifies for the benefit of Sonoco Products
Company (the "Company") and The Bank of New York, successor trustee, as trustee,
(the "Trustee") that the transfer of Surrendered Notes associated with such
transfer complies with the restrictive legends set forth on the face of the
Surrendered Notes for the reason checked below:
1. [ ] The Surrendered Notes are being transferred to a person whom we
reasonably believe is a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act of 1933) (a "QIB") that purchases
for its own account or for the account of one or more QIBs to whom
notice has been given that the resale, pledge or transfer is being made
in reliance on Rule 144A under the Securities Act; or
2. [ ] The transfer of the Surrendered Notes complies with Rule 144 under the
Securities Act;* or
3. [ ] The Surrendered Notes are being transferred to the Company; or
4. [ ] The Surrendered Notes are being transferred pursuant to an effective
registration statement; or
5. [ ] The Surrendered Notes are being transferred pursuant to an
incompliance with Regulation S under the Securities Act.*
Capitalized terms used herein, but not defined herein, shall have the meaning
assigned to such terms in the Indenture dated as of June 15, 1991, between the
Company and The Bank of New York, successor trustee, as trustee (the "Trustee"),
as amended by the First Supplemental Indenture dated as of June 23, 2004 (the
"First Supplemental Indenture") between the Company and the Trustee (the
"Indenture").
- -----------
* These transfers may require an opinion of counsel.
C-1
------------------------------
[Name of Holder]
Dated: __________, ____
[To be dated the date of presentation or surrender]
- ---------------------------------------------------
TO BE COMPLETED BY TRANSFEROR IF (1) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
- ----------------------------------
Dated:
C-2