Exhibit 4.2


 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or to its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., 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.


 


BEMIS COMPANY, INC.


 


6.80% Senior Notes due 2019


 


	
  No.
  1

  	
   

  	
  $400,000,000

  



 


CUSIP
No. 081437AF2


 


Bemis
Company, Inc., a corporation duly organized and existing under the laws of
Missouri (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 its registered assigns, the principal sum
of $400,000,000 on August 1, 2019, and to pay interest thereon from July 27,
2009 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on February 1 and August 1
in each year, commencing February 1, 2010, at the rate of 6.80% 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 Note (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 January 15 or July 15 (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 Note (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 any such interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, 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.


 


The
Securities of this series are subject to redemption prior to the Stated
Maturity as described on the reverse hereof.


 


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.


 


Unless
the certificate of authentication hereon has been executed by or on behalf of
the Trustee referred to on the reverse hereof by manual signature, this Note
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:
  July 27, 2009

  	
  BEMIS
  COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


This
is one of the Securities of the series designated therein and issued pursuant
to the within-mentioned Indenture.


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:
  Richard Prokosch

  
	
   

  	
   

  	
  Title:
  Vice President

  



 

















 


Bemis Company, Inc.


 


6.80% Senior Notes due 2019


 


This
Note is one of a duly authorized issue of securities of the Company (herein
called the “Notes”), issued and to be issued in one or more series under an
Indenture, dated as of June 15, 1995 (herein called the “Indenture”), between
the Company and U.S. Bank National Association (formerly known as First Trust
National Association), as 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 Note is one of the series designated on
the face hereof, limited in aggregate principal amount to $400,000,000.  By the terms of the Indenture, additional
Notes of this series and of other separate series, which may vary as to date,
amount, Stated Maturity, interest rate or method of calculating the interest
rate and in other respects as therein provided, may be issued in an unlimited
principal amount.


 


The Company may, at its option, at any time and from time to time,
redeem the Notes in whole or in part, on not less than 30 nor more than 60 days’
prior notice mailed to the holders of the Notes. The Notes will be redeemable
at a redemption price, plus accrued and unpaid interest to the date of
redemption, equal to the greater of (1) 100% of the principal amount of the
Notes to be redeemed or (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes to be redeemed that
would be due after the related redemption date but for such redemption (except
that, if such redemption date is not an interest payment date, the amount of
the next succeeding scheduled interest payment will be reduced by the amount of
interest accrued thereon to 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 plus 50 basis points.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity (computed as of the second Business
Day immediately preceding such redemption date) of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent
Investment Banker that would be utilized, at the time of 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 Notes.
“Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by us.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of
the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (2) if the Trustee obtains fewer than six such Reference Treasury Dealer
Quotations, the average of all Quotations obtained.


 


“Reference
Treasury Dealer” means each of J.P. Morgan Securities Inc., Banc of America
Securities LLC, BNP Paribas Securities Corp. and Wells Fargo Securities, LLC
and their respective successors and two other nationally recognized investment
banking firms that are Primary Treasury Dealers specified from time to time by
us, except that if any of the foregoing ceases to be a primary U.S. government
securities dealer in the United States (a “Primary Treasury Dealer”), we are
required to designate as a substitute another nationally recognized investment
banking firm that is a Primary Treasury Dealer.


 


3

















 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, 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 such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the
third Business Day preceding such redemption date.


 


If, for any reason, (i) the 
Acquisition is not completed on or prior to March 31, 2010, or (ii) the
Purchase Agreement is terminated on or prior to March 31, 2010, the Company
shall redeem all of the Notes on the Special Mandatory Redemption Date at the
Special Mandatory Redemption Price. 
Notice of a special mandatory redemption shall be mailed, with a copy to
the Trustee, promptly after the occurrence of the event triggering such
redemption to each holder of Notes at its registered address.  If funds sufficient to pay the Special
Mandatory Redemption Price of all of the Notes to be redeemed on the Special
Mandatory Redemption Date are deposited with the Paying Agent under the
Indenture on or before such Special Mandatory Redemption Date, on and after
such Special Mandatory Redemption Date, the Notes shall cease to bear interest
and, other than the right to receive the Special Mandatory Redemption Price,
all rights under the Notes shall terminate.


 


“Acquisition”
means our acquisition of the Alcan Packaging Food Americas business of Rio
Tinto plc, a manufacturer of flexible packaging for food and consumer product
markets with operations in North America, South America, and New Zealand as
contemplated in the Purchase Agreement.


 


“Purchase
Agreement” means the Stock Purchase Agreement dated as of July 5, 2009, among
certain Rio Tinto Alcan Group companies, Alcan Holdings Switzerland AG, Alcan
Corporation and Bemis Company, Inc.


 


“Special
Mandatory Redemption Date” means the earlier to occur of: (1) April 30, 2010,
if the proposed acquisition has not been completed on or prior to March 31,
2010; or (2) the 30th day (or if such day is not a Business Day, the first
Business Day thereafter) following the termination of the Purchase Agreement.


 


“Special
Mandatory Redemption Price” means 101% of the aggregate principal amount of the
Notes, plus accrued and unpaid interest to the redemption date.


 


In
the event of redemption of this Note in part only, a new Note or Notes of this
series and of like tenor of an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof, and, in the event of transfer or exchange, a new Note or
Notes of this series and of like tenor and for a like aggregate principal
amount will be issued to the Holder, in the case of exchange, or the designated
transferee or transferees, in the case of transfer.


 


Notwithstanding
the provisions of Section 1007(b) of the Indenture, the Company and its
Restricted Subsidiaries, or any of them, may incur, issue, assume or guarantee
Debt secured by Liens without equally and ratably securing the Notes, provided,
that at the time of such incurrence, issuance, assumption or guarantee, after
giving effect thereto and to the retirement of any Debt which is concurrently
being retired, the aggregate amount of all outstanding Debt secured by Liens
(excluding Debt secured by liens permitted under Section 1007(a)(1)-(10) of the
Indenture) which could not have been incurred, issued, assumed or guaranteed by
the Company or a Restricted Subsidiary without equally and ratably securing the
Notes except for the provisions of this paragraph, plus the aggregate amount of
all Attributable Debt in respect of Sale and Leaseback Transactions existing at
such time, does not at such time exceed 10% of Consolidated Net Tangible Assets
of the Company.


 


4

















 


Notwithstanding
the provisions of Section 1008(b) of the Indenture, the Company and its Restricted
Subsidiaries, or any of them, may enter into a Sale and Leaseback Transaction,
provided, that at the time of such transaction, after giving effect thereto,
the aggregate amount of all Attributable Debt in respect of Sale and Leaseback
Transactions existing at such time which could not have been entered into
except for the provisions of this paragraph, plus the aggregate amount of all
outstanding Debt secured by Liens (excluding Debt secured by liens permitted
under Section 1007(a)(1)-(10) of the Indenture), does not at such time exceed
10% of Consolidated Net Tangible Assets of the Company.


 


Upon
the occurrence of a Change of Control Triggering Event with respect to the
Notes, unless the Company has exercised its right to redeem the Notes as
described above by giving irrevocable notice to the Trustee in accordance with
the Indenture, each holder of the Notes shall have the right to require the
Company to purchase all or a portion of such holder’s Note pursuant to the
offer described below (the “Change of Control Offer”), at a purchase price
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase (the “Change of Control Payment”), subject to
the rights of holders of the Notes on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date.


 


Within
30 days following the date upon which the Change of Control Triggering Event
occurred with respect to this Note, or at the Company’s option, prior to any
Change of Control but after the public announcement of the pending Change of
Control, the Company will be required to send, by first class mail, a notice to
each holder of the Notes, with a copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer. Such notice shall state, among other
things, the purchase date, which must be no earlier than 30 days nor later than
60 days from the date such notice is mailed, other than as may be required by
law (the “Change of Control Payment Date”). Such notice, if mailed prior to the
date of consummation of the Change of Control, shall state that the Change of
Control Offer is conditioned on the Change of Control being consummated on or
prior to the Change of Control Payment Date.


 


On
the Change of Control Payment Date, the Company shall, to the extent lawful, (a)
accept or cause a third party to accept for payment all Notes or portions of
Notes properly tendered pursuant to the Change of Control Offer, (b) deposit or
cause a third party to deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all the Notes or portions of the Notes
properly tendered, and (c) deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions of Notes being repurchased and
that all conditions precedent to the Change of Control Offer and to the
repurchase by the Company of Notes pursuant to the Change of Control Offer have
been complied with.


 


The
Company shall not be required to make a Change of Control Offer with respect to
the Notes if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for such an offer made by us and
such third party purchases all the Notes properly tendered and not withdrawn
under its offer.


 


The
Company shall comply in all material respects with the requirements of Rule 14e-1
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
any other securities laws and regulations thereunder to the extent those laws
and regulations are applicable in connection with the repurchase of the Notes
as a result of a Change of Control Triggering Event. To the extent that the
provisions of any such securities laws or regulations conflict with the Change
of Control Offer provisions of the Notes, the Company shall comply with those
securities laws and regulations and shall not be deemed to have breached the
Company’s obligations under the Change of Control Offer provisions of the Notes
by virtue of any such conflict.


 


5

















 


For
purposes of the foregoing discussion of a Change of Control Offer, the
following definitions are applicable:


 


“Change
of Control” means the occurrence of any of the following after the date of
issuance of the Notes:


 


1.                                       the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its subsidiaries
taken as a whole to any “person” or “group” (as those terms are used in Section
13(d)(3) of the Exchange Act) other than to the Company or one of its
subsidiaries;


 


2.                                       the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those
terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an
employee of the Company or any of its subsidiaries for whom shares are held
under an employee stock ownership, employee retirement, employee savings or
similar plan and whose shares are voted in accordance with the instructions of
such employee shall not be a member of a “group” (as that term is used in Section
13(d)(3) of the Exchange Act) solely because such employee’s shares are held by
a trustee under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of the Company’s
Voting Stock representing more than 50% of the voting power of its outstanding
Voting Stock;


 


3.                                       the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the Company’s outstanding Voting
Stock or Voting Stock of such other Person is converted into or exchanged for
cash, securities or other property, other than any such transaction where the
Company’s Voting Stock outstanding immediately prior to such transaction
constitutes, or is converted into or exchanged for, Voting Stock representing
more than 50% of the voting power of the Voting Stock of the surviving Person
immediately after giving effect to such transaction;


 


4.                                       during any
period of 24 consecutive calendar months, the majority of the members of the
Company’s Board of Directors shall no longer be composed of individuals (a) who
were members of the Company’s Board of Directors on the first day of such period
or (b) whose election or nomination to the Company’s Board of Directors was
approved by individuals referred to in clause (a) above constituting, at the
time of such election or nomination, at least a majority of the Company’s Board
of Directors or, if directors are nominated by a committee of the Company’s
Board of Directors, constituting at the time of such nomination, at least a
majority of such committee; or


 


5.                                       the adoption of
a plan relating to the Company’s liquidation or dissolution.


 


“Change
of Control Triggering Event” means, with respect to the Notes, the Notes cease
to be rated Investment Grade by each of the Rating Agencies on any date during
the period (the “Trigger Period”) commencing 60 days prior to the first public
announcement by the Company of any Change of Control (or pending Change of
Control) and ending 60 days following consummation of such Change of Control
(which Trigger Period will be extended following consummation of a Change of
Control for so long as any of the Rating Agencies has publicly announced that
it is considering a possible ratings change). If a Rating Agency is not
providing a rating for the Notes at the commencement of any Trigger 


 


6

















 


Period,
the Notes will be deemed to have ceased to be rated Investment Grade by such
Rating Agency during that Trigger Period.


 


Notwithstanding
the foregoing, no Change of Control Triggering Event will be deemed to have
occurred in connection with any particular Change of Control unless and until
such Change of Control has actually been consummated.


 


“Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating category of Moody’s) and a rating of BBB- or better by S&P
(or its equivalent under any successor rating category of S&P), and the
equivalent investment grade credit rating from any replacement rating agency or
rating agencies selected by us under the circumstances permitting us to select
a replacement agency and in the manner for selecting a replacement agency, in
each case as set forth in the definition of “Rating Agency.”


 


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and
its successors.


 


“Rating
Agency” means each of Moody’s and S&P; provided, that if any of Moody’s or
S&P ceases to provide rating services to issuers or investors, we may
appoint another “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement
for such Rating Agency; provided, that we shall give notice of such appointment
to the Trustee.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.


 


“Voting
Stock” of any specified Person as of any date means the capital stock of such
Person that is at the time entitled to vote generally in the election of the
board of directors of such Person.


 


If
an Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of the Notes of this series may (subject to the
conditions set forth in the Indenture) 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 the Company’s
obligations in respect of (i) the entire indebtedness of this Note or (ii) certain
restrictive covenants with respect to this Note, in each case upon compliance
with certain conditions set forth therein.


 


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 Notes 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 not less than a majority in aggregate principal amount of the Notes
at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding.  The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes of each series at the time Outstanding, on behalf
of the Holders of all Notes 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note 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 Note.


 


7

















 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note 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 Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if any) and
interest on this Note 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 such Holder’s
attorney duly authorized in writing, and thereupon one or more new Notes 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
Notes of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 above that amount
of.  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 Notes 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.


 


The Company will not be obligated to redeem or purchase the Notes
pursuant to any sinking fund or analogous provision.  Section 403 of the Indenture relating to
satisfaction, discharge and defeasance shall apply to the Notes.


 


Prior
to due presentment of this Note 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 Note is registered in the Security Register as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


The
Notes shall be governed by and construed in accordance with the laws of the
State of New York.


 


All
terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


8