BOTTLING GROUP, LLC (as Obligor) and PEPSICO, INC. (as Guarantor) and THE BANK OF NEW YORK MELLON (as Trustee) Indenture Dated as of October 24, 2008 SENIOR NOTESPepsico Inc • October 24th, 2008 • Beverages • New York
THIS INDENTURE, among Bottling Group, LLC, a Delaware limited liability company (the “Obligor”), having its principal office at One Pepsi Way, Somers, New York 10589, PepsiCo, Inc., a North Carolina corporation, as guarantor (the “Guarantor”), having its principal office at 700 Anderson Hill Road, Purchase, NY 10577, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), is made and entered into as of this 24th day of October, 2008.
PEPSICO, INC. TERMS AGREEMENTTerms Agreement • October 24th, 2008 • Pepsico Inc • Beverages • New York
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $2,000,000,000 of its 7.90% Senior Notes due 2018 (such securities also being hereinafter referred to as the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of October 21, 2008 attached hereto as Annex A (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.308% of the principal amount thereof.
BOTTLING GROUP, LLC (the “Company”) Guaranteed Debt Securities TERMS AGREEMENTTerms Agreement • October 24th, 2008 • Pepsico Inc • Beverages • New York
The Company agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement dated October 21, 2008 (the “Underwriting Agreement”) attached hereto as Exhibit A, and the several Underwriters agree to purchase, the following securities (“Offered Securities”) on the following terms:
GUARANTEEPepsico Inc • October 24th, 2008 • Beverages
PepsiCo, Inc., a North Carolina corporation (hereinafter referred to as the “Guarantor”), which term includes any successor or assign under the Indenture, dated as of October 24, 2008 (the “Indenture”), among Bottling Group, LLC, a Delaware limited liability company or any successor thereto (the “Obligor”), the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”), hereby irrevocably and unconditionally guarantees to the Holders of the Notes and the Trustee that: (i) (A) in the event of a full guarantee as described in Section 11.01(1) of the Indenture, the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, together with interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other monetary obligations of the Obligor to the Holders under the Indenture or the
