FORM OF SILGAN HOLDINGS INC NEW 7 1/4% SENIOR NOTES DUE 2016



 Exhibit 4.2 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE. 
 THIS NOTE WAS ISSUED WITH
ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE ISSUE PRICE OF THE NOTE IS 97.280% OF ITS STATED PRINCIPAL AMOUNT, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS 2.72% OF ITS
STATED PRINCIPAL AMOUNT, THE ORIGINAL ISSUE DATE IS MAY 12, 2009, AND THE YIELD TO MATURITY ON THE ISSUE DATE IS 7.750%, COMPOUNDED SEMIANNUALLY. HOLDERS OF THIS NOTE MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE
YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: SILGAN HOLDINGS INC., 4 LANDMARK SQUARE, STAMFORD, CONNECTICUT 06901, ATTENTION: GENERAL COUNSEL. 









 SILGAN HOLDINGS INC. 
 7 1/4%
Senior Note due 2016 
 CUSIP No. [                ] 
  ISIN No. [                ] 
 No. 3

 SILGAN HOLDINGS INC., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION United States Dollars ($250,000,000) on August 15, 2016. 
 Interest Payment Dates: February 15 and August 15, commencing February 15, 2010. 
 Regular Record Dates: February 1 and August 1. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  

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 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly
authorized officers. 
  

			
	SILGAN HOLDINGS INC.
		
	By:	 	 
		 	Name: Frank W. Hogan, III
		 	 Title:   Senior Vice President, General Counsel
              and Secretary

		
	By:	 	 
		 	Name: Malcolm Miller
		 	Title:   Vice President and Treasurer


 (Trustee’s Certificate of Authentication) 
 This is one of the 7 1/4% Senior Notes due 2016 described in the within-mentioned Indenture. 
 Date:                     , 2009 
  

			
	 U.S. BANK NATIONAL ASSOCIATION
     as Trustee

		
	By: 	 	 
		 	Authorized Signatory


  

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 [REVERSE SIDE OF NOTE] 
 SILGAN HOLDINGS INC. 
 7 1/4% Senior Note due 2016 
  

	1.	Principal and Interest. 

 The Company will pay the
principal of this Note on August 15, 2016. 
 The Company promises to pay interest on the principal amount of this Note on each Interest
Payment Date, as set forth below, at the rate per annum shown above. 
 Interest will be payable semiannually (to the holders of record of
the Notes at the close of business on the February 1 or August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing February 15, 2010. 
 Interest on the Notes will accrue from August 15, 2009; provided that, if there is no existing default in the payment of interest and this Note is
authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 
 The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest,
to the extent lawful, at a rate per annum that is 2% in excess of the rate otherwise payable. 
  

	2.	Method of Payment. 

 The Company will pay interest (except
defaulted interest) on the principal amount of the Notes as provided above on each February 15 and August 15, commencing February 15, 2010 to the persons who are Holders (as reflected in the Security Register at the close of business
on such February 1 and August 1 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to a Paying Agent on or after August 15, 2016. 
 The Company will pay principal, premium, if any, and as provided above, interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company
may pay principal, premium, if any, and interest by its check payable in such money. It may mail an interest check to a Holder’s registered address (as reflected in the Security Register) unless a Holder has given wire transfer instructions to
the Company. If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period. 
  

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	3.	Paying Agent and Registrar. 

 Initially, the Trustee will
act as authenticating agent, Paying Agent and Registrar. The Company may change any authenticating agent, Paying Agent or Registrar without notice. The Company, any Subsidiary of the Company or any Affiliate of any of them may act as Paying Agent,
Registrar or co-Registrar. 
  

	4.	Indenture; Limitations. 

 The Company issued the Notes
under an Indenture dated as of May 12, 2009 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless
otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and
the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

 The Notes are general senior unsecured obligations of the Company. 
  

	5.	Redemption. 

 (a) The Notes will be redeemable, at the
Company’s option, in whole or in part, at any time on or after August 15, 2013 and prior to maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s last address as it
appears in the Security Register, at the following Redemption Prices (expressed in percentages of their principal amount), plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on August 15 of the applicable year set forth below: 
  

				
	 Year
	  	Redemption
Price	 
	 2013
	  	103.625	% 
	 2014
	  	101.813	% 
	 2015 and thereafter
	  	100.000	% 

 (b) At any time prior to August 15, 2013, the Company may redeem all or part of the Notes
upon not less than 30 nor more than 60 days’ prior notice at a Redemption Price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and
unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date). 
 (c) In addition, at any time prior to August 15, 2012, the Company may redeem up to 35% of the principal amount of the Notes originally issued
(including any additional Notes originally issued after the Closing Date) with the Net Cash Proceeds of one or more sales of the Company’s Capital Stock (other than Disqualified Stock) at a Redemption Price (expressed as a percentage of
principal amount) of 107.250%, plus accrued and unpaid interest to the 

  

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Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest
due on an Interest Payment Date); provided that at least 65% of the aggregate principal amount of Notes originally issued (including any additional Notes originally issued after the Closing Date) remains outstanding after each such redemption
and notice of any such redemption is mailed within 60 days of each such sale of Capital Stock. 
 Notes in original denominations larger than
$1,000 may be redeemed in part. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price. 
  

	6.	Repurchase upon Change of Control. 

 Upon the occurrence of
any Change of Control, each Holder shall have the right, subject to the terms of the Indenture, to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the Payment Date. The Company shall not be required to make an Offer to Purchase upon the occurrence of a Change of Control if a third party makes an offer to purchase the Notes
in the manner, at the times and price and otherwise in compliance with the requirements of this Indenture applicable to an Offer to Purchase for a Change of Control and purchases all Notes validly tendered and not withdrawn in such offer to
purchase. 
 A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at his last
address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by
the Company, unless the Company defaults in the payment of the purchase price. 
  

	7.	Denominations; Transfer; Exchange. 

 The Notes are in
registered form without coupons in denominations of $2,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for
redemption. Also, it need not issue, register the transfer of or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed is made. 
  

	8.	Persons Deemed Owners. 

 A Holder shall be treated as the
owner of a Note for all purposes. 
  

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	9.	Unclaimed Money. 

 If money for the payment of principal,
premium, if any, or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned
property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 
  

	10.	Discharge Prior to Redemption or Maturity. 

 If the Company
deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes (a) to redemption or maturity, the Company will be discharged from the
Indenture and the Notes, except in certain circumstances for certain sections thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture. 
  

	11.	Amendment; Supplement; Waiver. 

 Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing default or compliance with any provision may
be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to,
among other things, cure any ambiguity, defect or inconsistency and make any change that does not materially and adversely affect the rights of any Holder. 
  

	12.	Restrictive Covenants. 

 The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries, among other things, to Incur additional Indebtedness, make Restricted Payments, use the proceeds from Asset Sales, engage in transactions with Affiliates, engage in Sale and
Leaseback Transactions or merge, consolidate or transfer substantially all of its assets. Within 60 days after the end of each fiscal quarter (120 days after the end of the last fiscal quarter of each year), the Company must report to the Trustee on
compliance with such limitations. 
  

	13.	Successor Persons. 

 When a successor person or other
entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations. 
  

	14.	Defaults and Remedies. 

 The following events constitute
“Events of Default” under the Indenture: (a) default in the payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in
the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) default in the performance or breach of Article Five of the Indenture or the failure to make or consummate
an Offer to Purchase in accordance with Section 4.11 or 4.12 of the Indenture; (d) the Company defaults in the performance of or breaches any 

  

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other covenant or agreement of the Company in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and
such default or breach continues for a period of 60 consecutive days after written notice to the Company by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any issue or
issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $75 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter
be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30
days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $75 million in the aggregate for all such final judgments or orders against all such Persons (treating any
deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the
final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $75 million during which a stay of enforcement of such final judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary
or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any of its Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors. 
 If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount
of the Notes then outstanding may declare all the Notes to be due and payable subject to the terms of the Indenture. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the Notes
automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain
limitations, Holders of at least a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power. 
  

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	15.	Trustee Dealings with Company. 

 The Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates and may otherwise deal with the Company or its Affiliates as if it were not the Trustee. 

 

	16.	Indenture and Notes Solely Corporate Obligations. 

 No
recourse under or upon any obligation, covenant or agreement of the Indenture, any supplemental indenture, or of any Notes, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer,
director or employee, as such, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that the Indenture and the obligations issued thereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, stockholders, officers, directors or employees, as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in the Indenture, or in any of the Notes or implied thereby; and that any and all such personal liability, either at common law or in equity or by constitution or statute of, and any and all such rights
and claims against, every such incorporator, stockholder, officer, director or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the
Indenture or in any of the Notes or implied thereby, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of the Indenture and the issue of such Notes. 
  

	17.	Authentication. 

 This Note shall not be valid until the
Trustee or authenticating agent signs the certificate of authentication on the other side of this Note. 
  

	18.	Abbreviations. 

 Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A
(= Uniform Gifts to Minors Act). 
 The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to Silgan Holdings Inc., 4 Landmark Square, Stamford, Connecticut 06901, Attention: General Counsel. 
  

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 FORM OF TRANSFER NOTICE 
 FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 
 Insert Taxpayer Identification No. 
       
  
 Please print or typewrite name and address including zip code of assignee 
       
  
 the within Note and all rights thereunder, hereby irrevocably
constituting and appointing _______________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. 
 OPTION OF HOLDER TO ELECT PURCHASE 
 If you wish to have this Note purchased by
the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, check the Box:  ̈ 
 If
you wish to have a portion of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, state the amount:
$                        . 
 Date:                                   
 Your
Signature:                                       
            
 (Sign exactly as your name appears on the other side of this Note)

 Signature
Guarantee:                                       
                    
  

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