EXHIBIT 5.2
PEPSICO, INC.
Capital Stock
TERMS AGREEMENT
April 9, 2001
To: PepsiCo, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We understand that PepsiCo, Inc., a North Carolina corporation (the
"Company"), proposes to issue and sell 13,200,000 shares of its capital stock,
1 2/3 cents par value per share (such securities also being hereinafter
referred to as the "Underwritten Securities"). Subject to the terms and
conditions set forth or incorpo rated by reference herein, Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") offers to purchase the
Underwritten Securities at the purchase price and on the other terms set forth
below.
Number of Underwritten Securities: 13,200,000
Type of Offering: Fixed
Purchase price per share: $39.69
Initial public offering price per share: $40.50
Settlement and Trading: Book-Entry Only via DTC.
Closing: 9:00 A.M. on April 16, 2001, at Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 in Federal (same day)
funds.
The provisions of the Underwriting Agreement by and between the Company
and Xxxxxxx Xxxxx, dated April 9, 2001 are incorporated herein by reference.
IN WITNESS WHEREOF, the parties hereto have executed this Terms Agreement
as of the 9th day of April, 2001.
PEPSICO, INC.
By /s/ Xxxxxxx X. XxXxxxx
-------------------------
Title: Senior Vice President and Treasurer
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By /s/ Xxxxx X. Xxxxx
-----------------------------------
Authorized Signatory
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