Material Agreement Form 8 K

On July 12, 2024, Sonoco Products Company (the "Company") entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Term Credit Agreement"). The Term Credit Agreement provides the Company with the ability to borrow up to $700 million on an unsecured basis (the "Term Loan Facility") to finance a portion of the cash consideration for the Company's pending acquisition of Titan Holdings I B.V.. Funding of the Term Loan Facility is expected to take place substantially concurrently with the closing of the acquisition. The aggregate amount of the commitments under the Term Credit Agreement have replaced a corresponding amount of the commitments in respect of the 364-day senior unsecured bridge term loan facility in an aggregate amount of up to $4 billion previously described in the Company's Current Report on Form 8-K filed on June 24, 2024, in accordance with the terms of the bridge facility commitment letter. As a result, an aggregate amount of up to $3.3 billion in bridge facility commitments remain. The Company expects to replace these remaining commitments with cash on hand and through one or more capital markets transactions, subject to market conditions and other factors, prior to the closing of the acquisition.

Borrowings under the Term Loan Facility, net of any prepayments, will become payable in full on the second anniversary of the Funding Date (as defined in the Term Credit Agreement). Borrowings under the Term Loan Facility will bear interest at a fluctuating rate per annum equal to, at the Company's option, (i) the forward-looking Secured Overnight Financing Rate term rate (such borrowings, "Term SOFR Loans"), (ii) a base rate, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company's credit ratings and, in the of case of Term SOFR Loans, an adjustment of 10 basis points. There is no required amortization, and voluntary prepayments of borrowings under the Term Loan Facility are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Term Credit Agreement.

The Term Credit Agreement contains various customary representations and warranties and affirmative and negative covenants, as more fully described in the Term Credit Agreement. The Term Credit Agreement also contains various customary events of default (subject to grace periods, as applicable) including, among others: nonpayment of principal, interest or fees; breach of covenant; payment default on, or acceleration under, certain other material indebtedness; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; inability to pay debts; certain unsatisfied judgments; certain ERISA-related events; the invalidity or unenforceability of the Term Credit Agreement or certain other documents executed in connection therewith; and the occurrence of a change of control.

The foregoing description of the Term Credit Agreement and the Term Loan Facility does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Term Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Certain of the lenders under the Term Loan Facility and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and/or its subsidiaries (including in connection with the transactions described in this Current Report on Form 8-K), for which they have received, and may in the future receive, customary compensation and expense reimbursement.