0001104659-15-051710 Sample Contracts

Contract
Pepsico Inc • July 17th, 2015 • Beverages

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

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TERMS AGREEMENT
Terms Agreement • July 17th, 2015 • Pepsico Inc • Beverages • New York

We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $600,000,000 of its Floating Rate Notes due 2017 (the “Floating Rate Notes”), $650,000,000 of its 1.125% Senior Notes due 2017 (the “2017 Notes”), $800,000,000 of its 3.100% Senior Notes due 2022 (the “2022 Notes”), $700,000,000 of its 3.500% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 of its 4.600% Senior Notes due 2045 (the “2045 Notes” and, together with the Floating Rate Notes, 2017 Notes, 2022 Notes and 2025 Notes, the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of July 14, 2015 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 herei

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