EXHIBIT-4.2
Unless this certificate is presented by an authorized representative of
the Depository Trust Company, a New York corporation ("DTC"), to Issuer 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 inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary (as
defined in the Indenture) or a nominee of a Depositary. This Security is
exchangeable for Securities registered in the name of a person other than the
Depositary or its nominee only in the limited circumstances described in the
Indenture, and 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.
SONOCO PRODUCTS COMPANY
6.50% Notes due November 15, 2013
Cusip No. 835495 AF 9
No. 1 $250,000,000
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 Cede & Co., or
registered assigns, the principal sum of Two Hundred Fifty Million Dollars on
November 15, 2013, and to pay interest thereon from November 2, 2001, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on May 15 and November 15 in each year, commencing
May 15, 2002, at the rate of 6.50% per annum, until the principal hereof is paid
or made available for payment. 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 May 1 or November 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.
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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: November 2, 2001
SONOCO PRODUCTS COMPANY
By:
---------------------
Attest:
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
By
--------------------------------
Authorized Officer
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[REVERSE OF NOTE]
SONOCO PRODUCTS COMPANY
6.50% Notes due November 15, 2013
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 (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.
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 Adjusted Treasury Rate (as defined below) plus 35
basis points plus, in each case, accrued and unpaid interest on the Securities
to the redemption date.
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; however, any redemption relating
to a public equity offering of equity securities will be made on a pro rata
basis or on as nearly a pro rata basis as practicable (subject to the
Depositary's procedures). 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.
"Adjusted 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.
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"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.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for that redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotation, or (ii) if the Trustee obtains fewer than three Reference Treasury
Dealer Quotations, the average of the quotations.
"Reference Treasury Dealer" means (i) each of Banc of America
Securities LLC and Credit Suisse First Boston Corporation 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.
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 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
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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.
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