PEPSIAMERICAS, INC.
DEBT SECURITIES
TERMS AGREEMENT
May 11, 2005
PepsiAmericas, Inc.
4000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
Attention: Alexander H. Ware
Ladies and Gentlemen:
On
behalf of the several Underwriters named in the table below
(“Underwriters”) and for their respective accounts, we
offer to purchase, on and subject to the terms and conditions of
the Underwriting Agreement dated May 11, 2005 between
PepsiAmericas, Inc. (“Company”) and the Underwriters
(“Underwriting Agreement”), $250,000,000 aggregate
principal amount of its 5.00% Notes due 2017 (the “2017
Notes”) and $250,000,000 aggregate principal amount of its
5.50% Notes due 2035 (the “2035 Notes”, and together
with the “2017 Notes”, the “Securities”) in
the respective amounts set forth below opposite their respective
names at the respective purchase prices set forth below.
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Underwriter
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Principal Amount of
2017 Notes
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Principal Amount of
2035 Notes
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ASSETS:
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Citigroup
Global Markets Inc.
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$
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75,000,000
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$
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75,000,000
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J.P. Morgan
Securities Inc.
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75,000,000
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75,000,000
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Banc of America
Securities LLC
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47,500,000
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47,500,000
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Wachovia
Capital Markets, LLC
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25,000,000
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25,000,000
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BNP Paribas
Securities Corp.
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10,000,000
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10,000,000
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Merrill Lynch,
Pierce, Fenner & Smith Incorporated
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10,000,000
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10,000,000
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Wells Fargo
Securities, LLC
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5,000,000
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5,000,000
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Loop Capital
Markets, LLC
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2,500,000
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2,500,000
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Total:
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$
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250,000,000
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$
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250,000,000
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The 2017 Notes
shall have the following terms:
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Title: 5.00%
Notes due 2017.
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Interest Rate:
5.00% per year.
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Stated
Maturity: May 15, 2017, unless redeemed earlier at the Company's
option.
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Principal
Amount: $250,000,000.
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Denominations:
$1,000 and integral multiples in excess thereof
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Interest
Payment Dates: Payable semiannually in arrears on each May 15 and
November 15, beginning November 15, 2005, to holders of record on
the immediately preceding May 1 or November 1, as the case may
be.
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Issue Date: May
18, 2005.
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Interest
Accrual: From and including the Issue Date to but excluding May 15,
2017 or earlier redemption, computed on the basis of a 360-day year
consisting of twelve 30-day months.
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Original Issue
Discount: None.
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Price to
Public: 99.182% of principal amount, plus accrued interest, if any,
from and including the Issue Date.
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Purchase Price
(to be paid in immediately available funds): 98.507% of the
principal amount.
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Optional
Redemption by Company: Redeemable, in whole or in part, at the
Company’s option at any time and from time to time upon not
fewer than 30 nor more than 60 days’ prior written notice to
the holders thereof, at the Redemption Price, together with unpaid
interest accrued to the Redemption Date.
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The
“Redemption Price” equals the greater of:
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(1)
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100% of the
principal amount of the 2017 Notes being redeemed; and
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(2)
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as determined by an Independent
Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest on the 2017 Notes
being redeemed from the Redemption Date (exclusive of interest
payable on such Redemption Date) through the Stated Maturity,
discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 0.15%.
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“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term of the 2017 Notes to be redeemed that would be used, 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 2017 Notes to be
redeemed.
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“Comparable Treasury Price” means,
with respect to any Redemption Date, (i) the arithmetic average of
at least three Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations or (ii) if fewer than five
Reference Treasury Dealer Quotations are obtained, the arithmetic
mean of all such obtained Reference Treasury Dealer
Quotations.
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“Independent Investment Banker”
means one of the Redemption Treasury Dealers appointed by the
Trustee after consultation with the Company.
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“Redemption Date” means the date or
dates specified by the Company for the redemption of the 2017 Notes
pursuant to the Company’s optional redemption
right.
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“Redemption Treasury Dealer” means
each of Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., and their respective successors. If any of the Redemption
Treasury Dealers ceases to be a primary U.S. government securities
dealer in New York City (a “Primary Treasury Dealer”),
we may substitute another Primary Treasury Dealer.
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“Reference Treasury Dealer
Quotations” means, with respect to each Redemption Treasury
Dealer and any Redemption Date, the arithmetic 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
Redemption Treasury Dealer at 5:00 p.m. (New York City time) on the
third Business Day before such Redemption Date.
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“Treasury
Rate” means, with respect to any Redemption Date, (i) the
yield, under the he
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