FOURTH SUPPLEMENTAL INDENTURE



 Exhibit 4.12 

 
  

 
 SONOCO PRODUCTS COMPANY

 to 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee

  
  

FOURTH SUPPLEMENTAL INDENTURE 
 Dated as of [—], 2011 
 Supplemental to the Indenture 
 dated as of June 15, 1991

 5.75% Notes Due 2040 
  

 
  

  








 FOURTH SUPPLEMENTAL INDENTURE, dated as of
[—], 2011 (herein called the “Fourth 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 Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. and as successor to The Bank of New York), which was successor in interest 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 and the Trustee are parties to the Second Supplemental Indenture, dated as of November 1, 2010, which supplements the Original Indenture (the “Second Supplemental
Indenture”), providing for the establishment of a series of Securities designated as the Company’s 5.75% Notes Due 2040 (the “Notes”) and providing for the initial issuance of $350,000,000 aggregate principal amount of Notes (the
“Existing Notes”) (the Original Indenture, as so supplemented by the Second Supplemental Indenture and this Fourth Supplemental Indenture, is referred to herein as the “Indenture”); 

WHEREAS, on the date hereof the Company intends to issue an additional $250,000,000 aggregate principal amount of Notes (the “New
Notes”) pursuant to the Original Indenture, as supplemented by the Second Supplemental Indenture; 
 WHEREAS, the parties
hereto intend that the New Notes and the Existing Notes form a single series of Notes and the New Notes will be fully fungible with the Existing Notes; 
 WHEREAS, the changes set forth herein do not adversely affect the holders of any securities issued prior to the date hereof; 
 WHEREAS, all action on the part of the Company necessary to authorize the issuance of the New Notes under the Indenture has been duly taken; and 

WHEREAS, all acts and things necessary to make the New Notes, when executed by the Company and completed, authenticated and delivered by
the Trustee as provided in the Original Indenture, the Second Supplemental Indenture and this Fourth Supplemental Indenture, the valid and binding obligations of the Company and to constitute a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed; 

  
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 NOW, THEREFORE, THIS FORTH SUPPLEMENTAL INDENTURE WITNESSETH: 

That in consideration of the premises and of the acceptance and purchase of the New 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 New Notes, as follows: 
 ARTICLE ONE 
 DEFINITIONS 

Except to the extent such terms are otherwise defined in this Fourth Supplemental Indenture or the context clearly requires otherwise,
all terms used in this Fourth Supplemental Indenture which are defined in the Original Indenture, the Second Supplemental Indenture or the form of Note, attached hereto as Exhibit A, have the meanings assigned to them therein. 

ARTICLE TWO 
 TERMS AND ISSUANCE OF THE 5.75% NOTES DUE 2040 
 Section 2.1. Issue of
Notes. The New Notes 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, the Second
Supplemental Indenture and this Fourth Supplemental Indenture (including the form of New Notes set forth hereto as Exhibit A). The aggregate principal amount of the New Notes which may be authenticated and delivered under this Fourth Supplemental
Indenture shall not, except as permitted by the provisions of the Original Indenture and the Second Supplemental Indenture, initially exceed $250,000,000; 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. Upon issuance of the New Notes, the outstanding aggregate
principal amount of the Notes will be $600,000,000. 
 Section 2.2. Form of Notes; Incorporation of Terms. The New Notes
shall be issued in the form of a permanent Global Note, substantially in the form of Exhibit A attached hereto and shall be dated the date of authentication. The New Notes may have such notations, legends or endorsements approved as to form by the
Company and required, as applicable, by law, stock exchange or depository rule, agreements to which the Company is subject and/or usage. The terms of the New Notes set forth in Exhibit A are herein incorporated by reference and are part of the terms
of this Fourth Supplemental Indenture. 
 Section 2.3. Execution and Authentication. The Trustee, upon a Company Order
and pursuant to the terms of the Original Indenture, the Second Supplemental Indenture and this Fourth Supplemental Indenture, shall authenticate and deliver (i) the New Notes for original issue in an initial aggregate principal amount of
$250,000,000 and (ii) any 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 New Notes to be authenticated, the date on which the original issue
of New Notes is to be authenticated, whether the Notes are to be New Notes for 

  
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original issue or Notes issued pursuant to clause (ii) above, and the aggregate principal amount of Notes outstanding on the date of authentication. All of the Notes issued under the
Original Indenture, the Second Supplemental Indenture and this Fourth Supplemental Indenture shall be treated as a single series for all purposes under the Original Indenture, the Second Supplemental Indenture and this Fourth Supplemental Indenture,
including, without limitation, waivers, amendments, and offers to purchase. 
 Section 2.4. Incorporation of Terms of the
Second Supplemental Indenture. Except as provided herein, the provisions set forth in the Second Supplemental Indenture applicable to the Existing Notes shall be applicable to the New Notes, including the provisions set forth in Article One and
Sections 2.4; 2.5; 2.6 and 2.7. 
 ARTICLE THREE 
 MISCELLANEOUS 
 Section 3.1. Execution as Supplemental Indenture.
This Fourth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Fourth Supplemental Indenture forms a part thereof. 

Section 3.2. 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 Fourth Supplemental Indenture, or in the Original Indenture, respectively, by any of the provisions of the Trust Indenture Act, such required provision
shall control. 
 Section 3.3. Effect of Headings. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof. 
 Section 3.4. Successors and Assigns. All covenants and agreements by the
Company in this Fourth Supplemental Indenture shall bind its successors and assigns, whether so expressed or not. 
 Section
3.5. Separability Clause. In case any provision in this Fourth 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 3.6. Benefits of Fourth Supplemental Indenture. Nothing in this Fourth
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 Fourth
Supplemental Indenture. 
 Section 3.7. Execution and Counterparts. This Fourth 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. 

  
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 Section 3.8. Governing Law. This Fourth 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 Fourth Supplemental Indenture to be
duly executed, all as of the day and year first above written. 
  

			
	SONOCO PRODUCTS COMPANY
		
	By	 	 
	Name:	 	
	Title:	 	


  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 
	Name:	 	
	Title:	 	



  
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 EXHIBIT A 
 [FORM OF FACE OF 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 
 5.75% NOTES DUE 2040 
 $250,000,000 

 

			
	NO. 3	  	CUSIP 835495 AJ 1

 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 ($250,000,000) on November 1, 2040, and to pay interest thereon from November 1, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
May 1 and November 1 in each year, commencing May 1, 2012, at the rate of 5.75% 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 April 15 or October 15 (whether or not a Business Day), as the case 

  
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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. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and attested.

 Dated: [—], 2011 

 

									
		 		 		 	SONOCO PRODUCTS COMPANY
					
		 		 		 	By: 	 	 
	Attest: 	 	 	 		 		 	Name:
		 	Secretary	 		 		 	Title:


  
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 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 Mellon Trust Company, N.A., As Trustee
				
	Date: [—], 2011	 		 	By: 	 	 
		 		 		 	Authorized Officer


  
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 [FORM OF REVERSE OF NOTES] 

SONOCO PRODUCTS COMPANY 
 5.75% Notes due 2040 
 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 Second Supplemental Indenture, dated as of November 1,
2010, and a Fourth Supplemental Indenture, dated as of [—], 2011 (as so supplemented, herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A. and as successor to 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 $600,000,000; 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. 
 At any time prior to the date that is six months prior to the maturity date of the Securities, the
Securities will be redeemable in whole at any time or in part from time to time, at the Company’s option, 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 30 basis points plus, in each case, accrued and unpaid interest on the Securities to, but not
including, the redemption date. 
 At any time on or after the date that is six months prior to the maturity date of the
Securities, the Securities will be redeemable at any time or from time to time, in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid
interest on the Securities, calculated assuming a 360-day year consisting of twelve 30-day months, to, but not including, the 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. 

“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. 

  
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 “Reference Treasury Dealer” means (i) Merrill Lynch, Pierce,
Fenner & Smith Incorporated (successor to Banc of America Securities LLC) and its successors and a Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC and its 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 two other Primary Treasury Dealers 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. 
 “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. 
 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. 

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture), each Holder of the Securities will have the
right to require the Company to redeem the Securities on the terms and conditions set forth in the Indenture. 
 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. 

  
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 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 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 $2,000 and integral multiples of $1,000 in excess 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. 

  
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 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. 

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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by Sonoco Products Company pursuant to Section 2.7 (Change of Control
Repurchase Event) of the Indenture, check the box below: 
 [    ] Section 2.7 

If you want to elect to have only part of the Security purchased by Sonoco Products Company pursuant to Section 2.7 of the
Indenture, state the amount you elect to have purchased: 

$             

 

					
	Date:                     	 		 	Your Signature:                      
		 		 	(Sign exactly as your name appears on the Security)

 Tax Identification Number:
                     
 Signature
guarantee:                      

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) 

  
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