Form of PepsiAmericas, Inc. 7.44% Notes due 2026



 Exhibit 4.8 

THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE COMPANY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

 

				
	 No. 1
	  	$	25,000,000.00

 WHITMAN
CORPORATION 
 7.44% Note due September 15, 2026 

CUSIP: 96647KAG7 

WHITMAN CORPORATION, a Delaware corporation (herein called the “Company,” which term includes any successor
corporation under the Indenture referred to herein), for value received, hereby promises to pay to: 
 CEDE & CO.

 or registered assigns, the principal sum of 

*TWENTY-FIVE MILLION DOLLARS* 

on September 15, 2026, and to pay interest on such principal sum at the rate of seven and forty-four hundredths per centum
(7.44%) per annum. 
 The Company will pay interest from the later of September 23, 1996 or the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on the Interest Payment Dates (March 15 and September 15, beginning March 15, 1997) and on September 15, 2026, or until the principal
hereof is otherwise paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holder of this Note (or one or more predecessor Notes)
of record at the close of business on the Record Date for such Interest Payment Date, which, except in the case of interest payable at Maturity (as defined in the Indenture), shall be the first day (whether or not a Business Day) of the month in
which such Interest Payment Date occurs and, in the case of interest payable at Maturity, shall be the date such that interest payable at Maturity is payable to the same Person to whom principal on this Note is payable. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. 
 Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Record Date, and may be paid to the Holder of this Note (or one or more predecessor Notes) of record at the close of business on a subsequent record date fixed by the Trustee for
the payment of such Defaulted Interest, notice whereof shall be given to Holders not less than 15 days prior to such subsequent record date. Payment of the principal of this Note and, unless otherwise paid as hereinafter provided, the interest
thereon will be made at the office or agency of the Company in the Borough of Manhattan, City and State of New York, 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; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto at such Person’s address appearing in the Security Register. Payment of the principal of this Note and
the interest thereon payable at Maturity will be made in immediately available funds provided that this Note is presented at such office or agency in time for the Trustee (or a duly authorized paying agent) to make payment in such funds in
accordance with its normal procedures. Additional provisions of this Note are set forth on the reverse hereof. 

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee 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 Note to be duly executed under its corporate seal. 

 

									
		 		 		 	 WHITMAN CORPORATION

					
	 Dated:
	 	 September 23, 1996
	 		 	 By:
	 	
 




				
	 This is one of the Securities of the

series designated herein issued

under the within-mentioned

Indenture.
	 		 		 	 Executive Vice President

				
	 THE FIRST NATIONAL BANK OF CHICAGO,

as Trustee
	 		 		 	
					
		 		 		 		 	
		 		 		 	 Attest:
	 	
 




					
	 By:
	 		 		 		 	 Secretary

					
		 	 Authorized Signature
	 		 		 	








 WHITMAN CORPORATION 

7.44% Note due September 15, 2026 

This Note is one of a duly authorized issue of debt securities of the Company (herein called the “Securities”),
issuable in one or more series, unlimited in aggregate principal amount except as may be otherwise provided in respect of the Securities of a particular series, issued and to be issued under and pursuant to an Indenture dated as of January 15,
1993 (herein called the “Indenture”), duly executed and delivered by the Company to The First National Bank of Chicago, as Trustee (the “Trustee”), and is one of a series limited in aggregate principal amount to $100,000,000 and
designated as 7.44% Notes due September 15, 2026 (herein called the “7.44% Notes”). Reference is hereby made to the Indenture for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of Securities (including Holders of the 7.44% Notes). 
 The 7.44% Notes
are not redeemable prior to their Stated Maturity and are not subject to any sinking fund, except as set forth below. 

This Note is repayable, in whole or in part (in integral multiples of $1,000), at the option of the Holder on
September 15, 2008 at 100% of the principal amount hereof, plus accrued and unpaid interest to but excluding September 15, 2008. In order for this Note to be repaid on September 15, 2008, the Trustee must receive no earlier than
July 15, 2008, and no later than 5:00 p.m., Chicago time, on August 15, 2008 (i) this Note with the form below entitled “Option to Elect Repayment On September 15, 2008” duly completed or (ii) a telegram, telex,
facsimile transmission, hand delivery or letter (first class, postage prepaid) from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting
forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note with the form below entitled “Option to Elect Repayment On September 15, 2008” duly completed will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission, hand delivery or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with such form duly completed must be received by the Trustee by such fifth
Business Day. Upon a partial repayment this Note will be cancelled and a new Note or Notes for the remaining principal amount hereof will be issued in the name of the Holder hereof. 

As long as this Note is represented by a Global Security registered in the name of the Depositary or its nominee, the
option for repayment may be exercised only by the Depositary or its nominee. 
 All questions as to the
validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final and binding. Failure by the Company to repay any portion of this Note on
September 15, 2008 as set forth above, will result in an Event of Default. 
 If an Event of Default shall
have occurred and be continuing with respect to the Securities of any series, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25 % in
aggregate principal amount of the Securities of such series then Outstanding, may declare the entire principal of (and premium, if any, on) all of the Securities of such series then Outstanding and the interest accrued thereon to be due and payable
immediately in the manner and with the effect provided in the Indenture. Prior to a declaration of acceleration of the Maturity of any Securities of any series, the Holders of not less than a majority in aggregate principal amount of the Securities
of such series then Outstanding with respect to which a default or breach or an Event of Default shall have occurred and be continuing may on behalf of the Holders of all of the Securities of such series waive any past default or breach or Event of
Default and its consequences, except a default or breach or Event of Default in the payment of principal of (or premium, if any) or interest on any Security of such series. Upon any such waiver, such default or breach shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured with the effect provided in the Indenture but no such waiver shall extend to any subsequent or other default or breach or Event of Default or impair any right consequent thereon.

 The Indenture permits the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities then Outstanding of all series which are affected by such
amendment or modification, except that certain amendments which do not adversely affect the rights of any Holder of the Securities may be made without the approval of Holders of the Securities and no amendment or modification may, among other
things, extend the Stated Maturity of any Security, reduce the principal amount thereof, reduce the rate or extend the time of payment of any interest thereon without the consent of the Holder of each Security so affected or reduce the aforesaid
majority in aggregate principal amount of Securities of any series, the consent of the Holders of which is required for any such amendment or modification, without the consent of the Holders of all Securities of each affected series. 

Notwithstanding any provision in the Indenture or any provision of this Note, the Holder of this Note shall have the
right, which is absolute and unconditional, to receive payment of 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, transfer of this Note is registrable
on the Security Register, upon due presentment for registration of transfer of this Note at the office or agency of the Company in Chicago, Illinois, or such other offices or agencies as the Company may designate, and thereupon the Company shall
execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of authorized denominations, of the same series and of like aggregate principal amount at Stated Maturity. The 7.44%
Notes are issuable only as fully registered Securities in denominations of $1,000 and any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Securities of the same terms as this Note and of authorized denominations. 
 No service
charge will be made for any such exchange or registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto. 

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








 OPTION TO ELECT REPAYMENT ON SEPTEMBER 15, 2008 

[To be completed only if the Holder elects to exercise such right] 

The undersigned owner of this Note hereby irrevocably elects to have the Company repay the principal amount of this Note
or portion hereof below designated at 100% of the principal amount plus accrued and unpaid interest to but excluding September 15, 2008. If a portion of this Note is not being repaid, specify the principal amount to be repaid and the
denomination or denominations (which will be $1,000 or an integral multiple of $1,000 in excess thereof) of the Note or Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any specification, one such
Note will be issued for the portion not being repaid): 
  

							
	 Dated:
	 	  
	  		  	  

		 		  		  	 Signature

		 		  		  	 Sign exactly as name appears on the front of this Note.

			
	 Principal amount to be repaid if amount to be repaid is less
	  		  	 Indicate address where check is to be sent, if repaid:

	 than the entire principal amount of this Note (principal amount

 remaining must be an authorized denomination)
	  		  	  



 

							
	 $
	 	  
	  		  	  



							
			
	 (which will be an integral multiple of $1,000)
	  		  	
		 		  		  	 SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER

	 Denomination or denominations of the Note or Notes to be

issued for the portion of this Note not being repaid
	  		  	
	  
	  		  	  

			
	  
	  		  	








 ASSIGNMENT FORM 

 
  

To assign this Note, fill in the form below: 

I or we assign and transfer this Note to 
  

											
				 		
		  		  		  	 	  		  	

 Insert assignee’s soc. sec. or tax I.D. no. 

 
  

			
	 (Print or type assignee’s name, address and zip code)

	
	  

	
	  

	
	  

		
	 and all rights thereunder and irrevocably appoint
	 	  

	
	  

	
	 agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

	
 



 

									
	 Dated:
	 	  
	 		 	  

		 		 		 	  



NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note
in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in the City of New York or by a member of the New York Stock
Exchange.