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Title: |
Agency Agreement |
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Entities: |
Chase Manhattan Bank; PepsiCo, Inc.; International Swaps & Derivatives Association, Inc. |
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Date: |
2006 |
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Size: |
Preview shows 40KB of 276KB total |
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Price: |
$99 |
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ID: |
#2572949 |
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Start of Preview |
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Dated 21 July 2006
PEPSICO, INC.
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
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AGENCY AGREEMENT (amended and restated) in respect of a U.S.$2,500,000,000 EURO MEDIUM TERM NOTE PROGRAMME
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CONTENTS
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CLAUSE |
PAGE | |
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1. DEFINITIONS AND INTERPRETATION |
4 | |
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2. APPOINTMENT OF AGENT AND PAYING AGENTS |
10 | |
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3. ISSUE OF GLOBAL NOTES |
12 | |
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4. DETERMINATION OF EXCHANGE DATE, ISSUE OF PERMANENT GLOBAL NOTES AND DEFINITIVE NOTES IN EXCHANGE FOR TEMPORARY GLOBAL NOTES AND DETERMINATION OF END OF RESTRICTED PERIOD |
14 | |
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5. ISSUE OF DEFINITIVE NOTES |
15 | |
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6. TERMS OF ISSUE |
16 | |
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7. PAYMENTS |
17 | |
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8. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST DETERMINATION |
19 | |
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9. NOTICE OF ANY WITHHOLDING OR DEDUCTION |
21 | |
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10. DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION |
22 | |
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11. RECEIPT AND PUBLICATION OF NOTICES |
23 | |
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12. CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS |
23 | |
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13. ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS |
24 | |
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14. COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION |
25 | |
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15. MEETINGS OF NOTEHOLDERS |
27 | |
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16. COMMISSIONS AND EXPENSES |
27 | |
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17. INDEMNITY |
27 | |
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18. REPAYMENT BY THE AGENT |
28 | |
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19. CONDITIONS OF APPOINTMENT |
28 | |
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20. COMMUNICATION BETWEEN THE PARTIES |
29 | |
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21. CHANGES IN AGENT AND OTHER PAYING AGENTS |
29 | |
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22. MERGER AND CONSOLIDATION |
31 | |
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23. NOTIFICATION OF CHANGES TO PAYING AGENTS |
31 | |
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24. CHANGE OF SPECIFIED OFFICE |
31 | |
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25. NOTICES |
32 | |
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26. TAXES AND STAMP DUTIES |
32 | |
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27. CURRENCY INDEMNITY |
32 | |
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28. AMENDMENTS |
33 | |
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29. DESCRIPTIVE HEADINGS |
33 | |
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30. GOVERNING LAW AND SUBMISSION TO JURISDICTION |
33 | |
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31. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 |
33 | |
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32. COUNTERPARTS |
34 | |
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APPENDIX |
35 | |
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FORM OF CALCULATION AGENCY AGREEMENT |
35 | |
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SCHEDULE 1 |
44 | |
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TERMS AND CONDITIONS OF THE NOTES |
44 | |
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SCHEDULE 2 |
73 | |
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FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS |
73 | |
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PART I |
73 | |
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FORM OF TEMPORARY GLOBAL NOTE |
73 | |
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PART II |
83 | |
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FORM OF PERMANENT GLOBAL NOTE |
83 | |
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PART III |
92 | |
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FORM OF DEFINITIVE NOTE |
92 | |
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PART IV |
95 | |
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FORM OF COUPON |
95 | |
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PART V |
98 | |
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FORM OF RECEIPT |
98 | |
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PART VI |
I | |
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FORM OF TALON |
I | |
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SCHEDULE 3 |
III | |
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FORM OF DEED OF COVENANT |
III | |
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SCHEDULE 4 |
IX | |
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PROVISIONS FOR MEETINGS OF NOTEHOLDERS |
IX | |
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SCHEDULE 5 |
XVII | |
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FORM OF PUT NOTICE |
XVII | |
Page 3
THIS AGREEMENT is made on 21 July 2006
BETWEEN:
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(1) |
PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer); |
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(2) |
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas More Street, London E1W 1YT (the Agent, which expression shall include any successor agent appointed in accordance with Clause 21); and |
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(3) |
J.P. MORGAN BANK LUXEMBOURG S.A. (previously known as Chase Manhattan Bank Luxembourg S.A.) of 6 route de Treves, L-2633 Senningerberg, Luxembourg (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agent appointed in accordance with Clause 21 and Paying Agent shall mean any of the Paying Agents). |
WHEREAS:
(A) The parties hereto entered into an amended and restated Agency Agreement dated 9 April 1997 as amended by supplemental agreements dated 11 June 1998, 9 July 1999, 29 June 2000, 11 September 2001, 11 September 2002 and 17 September 2003 (the Agency Agreement) in respect of a U.S.$2,500,000,000 Euro Medium Term Note Programme (the Programme) of the Issuer.
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(B) |
The parties hereto have agreed to make certain modifications to the Agency Agreement. |
(C) This Agreement amends and restates the Agency Agreement. Any Notes issued under the Programme on or after the date hereof shall have the benefit of this Agreement.
IT IS HEREBY AGREED as follows:
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1. |
DEFINITIONS AND INTERPRETATION |
1.1 Terms and expressions defined in the Programme Agreement or the Notes or used in the applicable Final Terms shall have the same meanings in this Agreement, except where the context requires otherwise or unless otherwise stated.
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1.2 |
Without prejudice to the foregoing: |
CGN means a Temporary Global Note or a Permanent Global Note the applicable Final Terms of which indicate that such Temporary Global Note or Permanent Global Note is not a New Global Note;
Clearstream, Luxembourg means Clearstream Banking, socit anonyme;
Page 4
Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting such Series, such term and conditions being in or substantially in the form set out in Schedule 1 or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer(s) as modified and supplemented by the Final Terms applicable to the Notes of the relevant Series;
Coupon means an interest coupon appertaining to a Definitive Note (other than a Zero Coupon Note), such coupon being:
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(a) |
if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part IV A of Schedule 2 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer(s); or |
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(b) |
if appertaining to a Floating Rate Note or an Indexed Interest Note, in the form or substantially in the form set out in Part IV B of Schedule 2 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer(s); or |
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(c) |
if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a Floating Rate Note nor an Indexed Interest Note, in such form as may be agreed between the Issuer, the Agent and the relevant Dealer(s), and includes, where applicable, the Talon(s) appertaining thereto and any replacements for Coupons and Talons issued pursuant to Condition 10; |
Couponholders means the several persons who are for the time being holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons;
Deed of Covenant means the deed poll dated the date of this Agreement, substantially in the form set out in Schedule 3, executed as a deed by the Issuer in favour of certain account holders with Euroclear and Clearstream, Luxembourg;
Definitive Note means a definitive Note issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any Offer agreement between the Issuer and the relevant Dealer(s) in exchange for all or a part of either a Temporary Global Note or a Permanent Global Note (all as indicated in the applicable Final Terms), such definitive Note being in the form or substantially in the form set out in Part III of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer(s) and having the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference and having the applicable Final Terms (or the relevant provisions thereof) either endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate, Receipts and/or Talons attached thereto on issue;
Dual Currency Note means a Note in respect of which payments of principal and/or interest are made or to be made in such different currencies, and at rates of exchange
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