Exhibit 4(e)
PEPSICO, INC.
and
THE CHASE MANHATTAN BANK
(National Association),
Debt Warrant Agent
_______________________
DEBT WARRANT AGREEMENT
Dated as of _________________
DEBT WARRANT AGREEMENT, dated as of ______________, between
PEPSICO, INC., a North Carolina corporation (hereinafter the
"Company"), and THE CHASE MANHATTAN BANK (National
Association), as Debt Warrant Agent (hereinafter the "Debt
Warrant Agent").
WHEREAS, the Company has filed with the Securities and
Exchange Commission a Registration Statement on Form S-3 (the
"Registration Statement") providing for the issuance of up to
$2,500,000,000 in aggregate public offering price of its debt
securities, consisting of note, bonds, and other evidences of
unsecured indebtedness (the "Debt Securities"), warrants to
purchase Debt Securities (the "Debt Warrants"), and other
warrants, options, and unsecured contractual obligations of the
Company (the "Shelf Warrants");
WHEREAS, any Debt Warrants will be represented by one or
more warrant certificates in global or definitive form (each
such certificate a "Debt Warrant Certificate"); and
WHEREAS, the Company desires the Debt Warrant Agent to act
on behalf of the Company in connection with the issuance,
exchange, exercise, and replacement of the Debt Warrant
Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Debt Warrant
Certificates and the terms and conditions on which they may be
issued, exchanged, exercised, and replaced;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto
agree as follows (all capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in
the Prospectus filed as part of the Registration Statement):
ARTICLE I
ISSUANCE OF DEBT WARRANTS AND EXECUTION AND DELIVERY
OF DEBT WARRANT CERTIFICATES
SECTION 1.01. Issuance of Debt Warrants. The designation
and particular terms of any Debt Warrant shall be as set forth
in the applicable Prospectus Supplement and in the Debt Warrant
Certificate relating thereto. Debt Warrants may be issued
separately or together with one or more Debt Securities of any
series and, if issued together with any such Debt Securities,
may be separately transferable after the date indicated in the
applicable Prospectus Supplement and in the Debt Warrant
Certificate relating thereto (such date the "Detachability
Date"). A Debt Warrant Certificate may evidence one or more
Debt Warrants. Each Debt Warrant evidenced by a a Debt Warrant
Certificate shall represent the right, subject to the
provisions contained herein and therein, to purchase one or
more Debt Securities of a designated series in such principal
amount as shall be designated therein.
SECTION 1.02. Execution and Delivery of Debt Warrant
Certificates. Debt Warrant Certificates may be issued in
global or definitive form, payable to the order of the bearer
or the registered holder thereof, in substantially the form set
forth in Annex A hereto. Each Debt Warrant Certificate will be
dated the date of its authentication by the Debt Warrant Agent
and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements
printed, lithographed, or engraved thereon as may be approved
by the officers of the Company executing the same (such
execution to be conclusive evidence of such approval) and as
are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law, rule, or regulation
applicable thereto, including any rule or regulation of any
stock exchange on which the Debt Warrants may be listed. The
Debt Warrant Certificates shall be signed on behalf of the
Company by any two of its Chairman of the Board and Chief
Executive Officer (the "Chairman"), its Executive Vice
President and Chief Financial Officer (the "Executive Vice
President"), or any of its Vice Presidents, under its corporate
seal, and attested by its Secretary or Assistant Secretary.
Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise
reproduced on the Debt Warrant Certificates. The seal of the
Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted, or otherwise reproduced on the
Debt Warrant Certificates.
No Debt Warrant Certificate shall be valid for any
purpose, and no Debt Warrant evidenced thereby shall be
exercisable, until such Debt Warrant Certificate has been
countersigned by the manual signature of the Debt Warrant
Agent. Such signature by the Debt Warrant Agent upon any Debt
Warrant Certificate executed by the Company shall be conclusive
evidence that the Debt Warrant Certificate so countersigned has
been duly issued hereunder.
In case any officer of the Company who shall have signed
any of the Debt Warrant Certificates shall cease to be such
officer before the Debt Warrant Certificates so signed shall
have been countersigned and delivered by the Debt Warrant
Agent, such Debt Warrant Certificates may be countersigned and
delivered notwithstanding that the person who signed such Debt
Warrant Certificates ceased to be such officer of the Company;
and any Debt Warrant Certificate may be signed on behalf of the
Company by such persons as, at the actual date of the execution
of such Debt Warrant Certificate, shall be the proper officers
of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
The terms "holder" or "holder of a Debt Warrant
Certificate" as used herein shall mean:
1. with respect to any Debt Warrant Certificate in
bearer form: (a) if the Debt Warrants represented thereby were
issued together with Debt Securities that are not immediately
detachable, the registered owner of the Debt Securities to
which such Debt Warrant Certificate was initially attached, and
(b) after the Detachability Date, the bearer of such Debt
Warrant Certificate;
2. with respect to any Debt Warrant Certificate in
registered form: (a) if the Debt Warrants represented thereby
were issued together with Debt Securities that are not
immediately detachable, the registered owner of the Debt
Securities to which such Debt Warrant Certificate was initially
attached, and (b) after the Detachability Date, the person in
whose name the Debt Warrant Certificate shall be registered
upon the books to be maintained by the Debt Warrant Agent for
that purpose.
The Company will or will cause the registrar of the Debt
Securities to at all times make available to the Debt Warrant
Agent such information regarding the holders of the any Debt
Securities to which any Debt Warrants are attached as may be
necessary to keep the records of the Debt Warrant Agent up to
date.
SECTION 1.03. Issuance of Debt Warrant Certificates.
Debt Warrant Certificates evidencing the right to purchase up
to [$2,500,000,000] in aggregate public offering price of Debt
Securities (except as provided in Section 2.03(c), 3.02, or
3.04 hereof) may be executed by the Company and delivered to
the Debt Warrant Agent upon the execution of this Agreement or
from time to time thereafter. The Debt Warrant Agent shall,
upon receipt of Debt Warrant Certificates duly executed on
behalf of the Company in accordance with the terms hereof,
countersign such Debt Warrant Certificates and deliver the same
to the holders thereof upon and in accordance with the order of
the Company. Subsequent to such original issuance of the Debt
Warrant Certificates, the Debt Warrant Agent shall countersign
a Debt Warrant Certificate only if such Debt Warrant
Certificate is issued in exchange or substitution for one or
more previously countersigned Debt Warrant Certificates or,
with respect to Debt Warrant Certificates in registered form,
in connection with the transfer thereof, as provided in Section
2.03(c) below.
ARTICLE II
EXERCISE PRICE, DURATION, AND EXERCISE
OF DEBT WARRANTS
SECTION 2.01. Exercise Price. During the period from and
including
, 19 , to and including
, 19 , the exercise price of each Debt Warrant will be [
% of the principal amount of the Debt Securities] [$
] [plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding
]. [During the period from , 19
, to and including , 19 ,
the exercise price of each Debt Warrant will be [ % of the
principal amount of the Debt Securities] [$ ] [plus
[accrued amortization of the original issue discount] [accrued
interest] from the most recently preceding
].] [In each case the original issue discount will be
amortized at a % annual rate, computed on [an annual] [a
semi-annual] basis using a 360-day year consisting of twelve 30-
day months.] Such purchase price of Debt Securities is
referred to in this Agreement as the "Exercise Price". [The
original issue discount for each $ in
aggregate principal amount of Debt Securities is $
.]
SECTION 2.02. Duration of Debt Warrants. Each Debt
Warrant may be exercised in whole [at any time, as specified
herein, on or after [the date hereof] [
19 ,] and at or before 5:00 PM New York time on
, 19 (each day during such period may hereinafter be
referred to as an "Exercise Date")] [on the following specific
dates: [list of dates] (each an "Exercise Date")], or such
later date as may be selected by the Company, in a written
statement to the Debt Warrant Agent and with notice to the
holders of the Debt Warrants (such date of expiration is herein
referred to as the "Expiration Date"). Each Debt Warrant not
exercised at or before 5:00 PM New York time on the Expiration
Date shall become void, and all rights of the holder of the
Debt Warrant Certificate evidencing such Debt Warrant under
this Agreement shall cease.
SECTION 2.03. Exercise of Debt Warrants.
(a) On any Exercise Date specified in Section 2.02, any
whole number of Debt Warrants may be exercised by delivery to
the Debt Warrant Agent of the applicable Debt Warrant
Certificate, together with the form of election to purchase
Debt Securities set forth on the reverse side of the Debt
Warrant Certificate properly completed and duly executed, and
by paying in full, in U.S. dollars or in the Specified
Currency, as the case may be, [by certified check or official
bank check or by bank wire transfer] [by bank wire transfer]
[in immediately available funds] to the Debt Warrant Agent the
Exercise Price for each Debt Warrant, such delivery and payment
to be made at [the corporate trust office of the Debt Warrant
Agent] or such other place as the Company and the Debt Warrant
Agent shall hereafter agree in writing. The date on which the
duly completed and executed Debt Warrant Certificate and
payment in full of the Exercise Price are received by the Debt
Warrant Agent shall be deemed to be the date on which the
applicable Debt Warrant is exercised. The Debt Warrant Agent
shall deposit all funds received by it in payment of the
Exercise Price in an account of the Company maintained with it
and shall advise the Company by telephone or by facsimile
transmission or other form of electronic communication
available to both parties at the end of each day on which a
[payment] [wire transfer] for the exercise of such Debt
Warrants is received of the amount so deposited to its account.
The Debt Warrant Agent shall promptly confirm such telephone
advice to the Company in writing.
(b) The Debt Warrant Agent shall, from time to time, as
promptly as practicable, advise the Company and the Trustee of
(i) the number of Debt Warrants exercised, (ii) the
instructions of the holders of the Debt Warrant Certificates
evidencing such Debt Warrants with respect to delivery of the
Debt Securities, (iii) delivery of Debt Warrant Certificates
evidencing the balance, if any, of the Debt Warrants remaining
after such exercise, and (iv) such other information as the
Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Debt
Warrant, the Company shall issue, pursuant to the Indenture, in
authorized denominations, to or upon the order of the holder of
the Debt Warrant Certificate evidencing such Debt Warrant, the
Debt Securities to which such holder is entitled, registered in
[such name or names as may be directed by such holder] [the
name of the registered holder of such Debt Securities]. If
fewer than all of the Debt Warrants evidenced by such Debt
Warrant Certificate are exercised, the Company shall execute,
and an authorized officer shall manually countersign and
deliver, a new Debt Warrant Certificate evidencing the number
of such Debt Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in
connection with any transfer involved in the issuance of Debt
Securities and the Company shall not be required to issue or
deliver any Debt Security unless or until the person requesting
the issuance thereof shall have paid to the Company the amount
of such tax or governmental charge or shall have established to
the satisfaction of the Company that such tax or other
governmental charge has been paid or that no such tax or other
governmental charge is payable.
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF DEBT WARRANT CERTIFICATES
SECTION 3.01. No Rights as a Holder of Debt Securities
Conferred by Debt Warrants or Debt Warrant Certificates. No
Debt Warrant Certificate or Debt Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a
holder of Debt Securities, including, without limitation, the
right to receive payments of principal, premium, if any, or
interest, if any, on the Debt Securities to which such Debt
Warrant or Debt Warrant Certificate relates, or to enforce any
of the covenants in the Indenture with respect to such Debt
Securities.
SECTION 3.02. Lost, Stolen, Mutilated, or Destroyed Debt
Warrant Certificates. Upon receipt by the Debt Warrant Agent
of evidence reasonably satisfactory to it of the ownership and
loss, theft, destruction, or mutilation of any Debt Warrant
Certificate and of indemnity reasonably satisfactory to the
Debt Warrant Agent and, in the case of mutilation, upon
surrender of such Debt Warrant Certificate to the Debt Warrant
Agent for cancellation, in the absence of notice to the Company
and the Debt Warrant Agent that such Debt Warrant Certificate
has been transferred or acquired, and subject to the provisions
of Section 3.03 below, such Debt Warrant Certificate shall be
replaced by a new Debt Warrant Certificate reflecting the
identical terms of such lost, stolen, destroyed, or mutilated
Debt Warrant Certificate.
SECTION 3.03. Transfer, Exchange or Replacement of Debt
Warrants and Debt Warrant Certificates. Any Debt Warrant
Certificate attached to one or more Debt Securities will be
transferred, exchanged, or replaced only together with the Debt
Security or Debt Securities to which such Debt Warrant
Certificate is attached, and only for the purpose of affecting,
or in conjunction with, a transfer, exchange, or replacement of
such Debt Security or Debt Securities. Prior to the
Detachability Date, each transfer, exchange, or replacement of
an attached Debt Security by the Trustee shall operate also to
transfer the related Debt Warrants. After the Detachability
Date, each transfer of an attached Debt Security shall be made
only upon surrender, at the corporate trust office of the Debt
Warrant Agent, of the Debt Warrant Certificates evidencing the
related Debt Warrants and of such appropriate instruments of
registration or transfer and of such written transfer
instructions as shall be in form and substance satisfactory to
the Company and the Debt Warrant Agent. Debt Warrant
Certificates may be transferred or exchanged, after the
Detachability Date, for Debt Warrant Certificates in other
denominations evidencing the related Debt Warrants, provided
that such other Debt Warrant Certificates evidence the same
number of Debt Warrants as the Debt Warrant Certificates so
surrendered. The Debt Warrant Agent shall keep, at its
corporate trust office, books in which it shall register Debt
Warrant Certificates and all exchanges and transfers of
outstanding Debt Warrant Certificates. No service charge shall
be made for any exchange [or registration of transfer] of Debt
Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any
such exchange [or registration of transfer]. Whenever any Debt
Warrant Certificates are so surrendered for exchange [or
registration of transfer], an authorized officer of the Debt
Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Debt Warrant Certificate
or Debt Warrant Certificates duly authorized and executed by
the Company, as so requested. The Debt Warrant Agent shall not
be required to effect any exchange [or registration of
transfer] which will result in the issuance of a Debt Warrant
Certificate evidencing a fraction of a Debt Warrant. All Debt
Warrant Certificates issued upon any exchange [or registration
of transfer] of Debt Warrant Certificates shall be valid
obligations of the Company, evidencing the same obligations and
entitled to the same benefits under this Agreement as the Debt
Warrant Certificates surrendered for such exchange [or
registration of transfer].
SECTION 3.04. Treatment of Holders of Debt Warrant
Certificates. Debt Warrants issued in bearer form shall be
transferable by delivery and shall be deemed negotiable by the
bearer of the related Debt Warrant Certificate, which bearer
may be treated by the Company, the Debt Warrant Agent, and all
other persons dealing with such bearer as the absolute owner
thereof for all purposes and as the person entitled to exercise
the rights represented by the Debt Warrants evidenced thereby,
any notice to the contrary notwithstanding. Debt Warrants
issued in registered form shall be transferable only on the
books of the Debt Warrant Agent and in accordance with the
applicable terms and conditions hereof, and every holder of
such a Debt Warrant Certificate, by accepting the same,
consents and agrees with the Company, the Debt Warrant Agent,
and with every subsequent holder of such Debt Warrant
Certificate that until the transfer of the Debt Warrant
Certificate is registered on the books of the Debt Warrant
Agent (or, prior to the Detachability Date, on the register
maintained by the registrar of the related Debt Securities),
the Company and the Debt Warrant Agent (or the registrar of the
related Debt Securities, as the case may be), may treat such
registered holder as the absolute owner thereof for all
purposes and as the person entitled to exercise the rights
represented by the Debt Warrants evidenced thereby, any notice
to the contrary notwithstanding.
SECTION 3.05. Cancellation of Debt Warrant Certificates.
Any Debt Warrant Certificate surrendered for exchange or
registration of transfer, or for exercise of the Debt Warrants
evidenced thereby, shall be delivered to the Debt Warrant
Agent, and all Debt Warrant Certificates so surrendered or
delivered to the Debt Warrant Agent shall be promptly canceled
by the Debt Warrant Agent and shall not be reissued and, except
as expressly provided otherwise by this Agreement, no Debt
Warrant Certificate shall be issued in exchange or in lieu
thereof. The Debt Warrant Agent shall destroy all canceled
Debt Warrant Certificates and deliver a certificate of such
destruction to the Company.
ARTICLE IV
CONCERNING THE DEBT WARRANT AGENT
SECTION 4.01. Debt Warrant Agent. The Company hereby
appoints The Chase Manhattan Bank (National Association) as
Debt Warrant Agent of the Company in respect of the Debt
Warrants and the related Debt Warrant Certificates upon the
terms and subject to the conditions herein set forth, and The
Chase Manhattan Bank (National Association) hereby accepts such
appointment. The Debt Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Debt Warrant
Certificates and hereby and such further powers and authority
to act on behalf of the Company as the Company may hereafter
grant to or confer upon it by a signed, written instrument.
All of the terms and provisions with respect to such powers and
authority contained in the Debt Warrant Certificates are
subject to and governed by the terms and provisions hereof.
SECTION 4.02. Conditions of Debt Warrant Agent's
Obligations. The Debt Warrant Agent accepts its obligations
herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and
to all of which the rights of the holders the Debt Warrant
Certificates shall at all times be subject.
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Debt Warrant Agent the compensation to be
agreed upon with the Company for all services rendered by the
Debt Warrant Agent and to reimburse the Debt Warrant Agent for
reasonable out-of-pocket expenses (including counsel fees)
incurred by the Debt Warrant Agent in connection with the
services rendered by it hereunder. The Company also agrees to
indemnify the Debt Warrant Agent for, and to hold it harmless
against, any loss, liability, or expense incurred without
negligence or bad faith on the part of the Debt Warrant Agent,
arising out of or in connection with its acting as Debt Warrant
Agent hereunder, as well as the costs and expenses of defending
against any claim of such liability.
(b) Agent for the Company. In acting under this
Agreement and in connection with the Debt Warrants and Debt
Warrant Certificates, the Debt Warrant Agent is acting solely
as agent of the Company and does not assume any fiduciary
obligation or relationship of agency or trust for or with any
of the holders of Debt Warrants or Debt Warrant Certificates or
the beneficial owners thereof.
(c) Counsel. The Debt Warrant Agent may consult with
counsel satisfactory to it, and the advice of such counsel
shall be full and complete authorization and protection in
respect of any action taken, suffered, or omitted by it
hereunder in good faith and in accordance with the advice of
such counsel.
(d) Documents. The Debt Warrant Agent shall be protected
and shall incur no liability for or in respect of any action
taken or thing suffered by it in reliance upon any provision of
any Debt Warrant or Debt Warrant Certificate or any notice,
direction, consent, certificate, affidavit, statement, or other
paper or document delivered to it in accordance with the
provisions hereof reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
(e) Certain Transactions. The Debt Warrant Agent and its
officers, directors, and employees may own or acquire any
interest in Debt Warrants with the same rights that it or they
would have if it were not the Debt Warrant Agent hereunder,
and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction
with the Company and may act on, or as depository, trustee, or
agent for, any committee or body of holders of Debt Securities
or any other obligations of the Company as freely as if it were
not the Debt Warrant Agent hereunder. Nothing in this Debt
Warrant Agreement shall be deemed to prevent the Debt Warrant
Agent from acting as Trustee under the Indenture.
(f) No Liability for Invalidity. The Debt Warrant Agent
shall have no liability with respect to any invalidity of this
Agreement or any of the Debt Warrants or Debt Warrant
Certificates.
(g) No Liability for Interest. The Debt Warrant Agent
shall have no liability for interest on any monies at any time
received by it pursuant to any of the provisions of this
Agreement or of the Debt Warrants or Debt Warrant Certificates.
(h) No Responsibility for Representations. The Debt
Warrant Agent shall not be responsible for any of the Company's
recitals or representations herein or in the Debt Warrant
Certificates.
(i) No Implied Obligations. The Debt Warrant Agent shall
be obligated to perform only such duties as are specifically
set forth herein and in the Debt Warrant Certificates and no
implied duties or obligations shall be read into this Agreement
or the Debt Warrant Certificates against the Debt Warrant
Agent. The Debt Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to
involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion,
assured to it. The Debt Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company
of any of the Debt Warrant Certificates authenticated by the
Debt Warrant Agent and delivered by it to the Company pursuant
to this Agreement, or for the application by the Company of the
proceeds of the Debt Warrants. The Debt Warrant Agent shall
have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements
contained herein or in the Debt Warrant Certificates or in the
case of the receipt of any written demand from a holder of any
Debt Warrant with respect to such default, including, without
limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in
Section 5.02 hereof, to make any demand upon the Company.
SECTION 4.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders of
the Debt Warrants, that there shall at all times be a Debt
Warrant Agent hereunder until all the Debt Warrants issued
hereunder have expired or are otherwise no longer exercisable.
(b) The Debt Warrant Agent may at any time resign as such
agent by giving written notice to the Company of such intention
on its part, specifying the date on which its desired
resignation shall become effective; provided that such date
shall not be less than three months after the date on which
such notice is given unless the Company otherwise agrees in
writing. The Debt Warrant Agent hereunder may be removed at
any time by the filing with it an instrument in writing signed
by or on behalf of the Company and specifying such removal and
the date upon which such removal shall become effective. Such
resignation or removal shall take effect upon the appointment
by the Company, as hereinafter provided, of a successor Debt
Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Debt Warrant
Agent. The obligation of the Company under Section 4.02(a)
shall continue to the extent set forth therein notwithstanding
the resignation or removal of the Debt Warrant Agent.
(c) In case at any time the Debt Warrant Agent shall
resign, be removed, or shall for any reason be incapable of
acting hereunder, or shall be adjudged a bankrupt or insolvent,
or shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy law or
similar law, or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its debts
as they mature, or if a receiver or custodian of it or of all
or any substantial part of its property shall be appointed, or
if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now
constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy or similar law, or if any public
officer shall have taken charge or control of the Debt Warrant
Agent or of its property or affairs for the purpose of
rehabilitation, conservation, or liquidation, a successor Debt
Warrant Agent, qualified as aforesaid, shall be appointed by
the Company by an instrument in writing, filed with such
successor Debt Warrant Agent. Upon the appointment as
aforesaid of a successor Debt Warrant Agent and acceptance by
such successor Debt Warrant Agent of such appointment, the Debt
Warrant Agent shall cease to be Debt Warrant Agent hereunder.
(d) Any successor Debt Warrant Agent appointed hereunder
shall execute, acknowledge, and deliver to its predecessor and
to the Company a signed instrument accepting such appointment
hereunder, and thereupon such successor Debt Warrant Agent,
without any further act, deed, or conveyance, shall become
vested with all the authority, rights, powers, trusts,
immunities, duties, and obligations of such predecessor with
like effect as if originally named as Debt Warrant Agent
hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated
to transfer, deliver, and pay over, and such successor Debt
Warrant Agent shall be entitled to receive, all monies,
securities, and other property on deposit with or held by such
predecessor in its capacity as Debt Warrant Agent hereunder.
(e) Any corporation into which the Debt Warrant Agent may
be merged or converted or any corporation with which the Debt
Warrant Agent may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which the Debt
Warrant Agent shall be a party, or any corporation to which the
Debt Warrant Agent shall sell or otherwise transfer all or
substantially all of its assets and business, shall be the
successor Debt Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that such corporation is
qualified as aforesaid.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Amendment. This Agreement may be amended
by the parties hereto, without the consent of the holders of
any Debt Warrants issued hereunder, for the purpose of curing
any ambiguity, or of curing, correcting, or supplementing any
defective provision contained herein, or for the purpose of
making any other provisions with respect to matters or
questions arising under this Agreement as the Company and the
Debt Warrant Agent may deem necessary or desirable; provided
that such action shall not adversely affect the interests of
such holders.
SECTION 5.02. Notices and Demands to the Company and Debt
Warrant Agent. If the Debt Warrant Agent shall receive any
notice or demand addressed to the Company by the holder of a
Debt Warrant pursuant to the provisions hereof or of the
related form of Debt Warrant Certificate, the Debt Warrant
Agent shall promptly forward such notice or demand to the
Company.
SECTION 5.03. Addresses. Any communication from the Debt
Warrant Agent to the Company with respect to this agreement
shall be addressed to PepsiCo, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: __________, and any
communication from the Company to the Debt Warrant Agent with
respect to this Agreement shall be addressed to the principal
corporate trust office of the Debt Warrant Agent, Attention:
Corporate Trust Department (or such other address as shall be
hereafter specified in writing by the Debt Warrant Agent or the
Company, as the case may be).
SECTION 5.04. Notices to Holders of Debt Warrants. Any
notice to holders of Debt Warrants that are required or
permitted by the provisions of this Agreement to be given shall
be given (a) with respect to Debt Warrants issued in registered
form, by first class mail postage prepaid to such holder's
address as appears on the books of the Debt Warrant Agent (or,
prior to the Detachability Date, on the books of the registrar
of the Debt Securities), or (b) with respect to Debt Warrants
issued in bearer form, by publication at least once in a daily
morning newspapers in New York City and in London.
SECTION 5.05. Applicable Law. The validity,
interpretation, and performance of the terms and provisions of
this Agreement and of each Debt Warrant and Debt Warrant
Certificate issued hereunder shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5.06. Delivery of Prospectus. The Company will
furnish to the Debt Warrant Agent sufficient copies of the
Prospectus and of each applicable Prospectus Supplement and
Pricing Supplement relating to the Debt Warrants and the
related Debt Securities, and the Debt Warrant Agent agrees that
upon the exercise of any Debt Warrant the Debt Warrant Agent
will deliver to the holder of such Debt Warrant, prior to or
concurrently with the delivery of the Debt Securities issued
upon such exercise, copies of the Prospectus (as amended or
supplemented as of such date), together with all such
applicable Supplements.
SECTION 5.07. Obtaining of Governmental Approvals. The
Company will obtain, file, and keep effective any and all
permits, consents, and approvals of governmental agencies and
authorities and all securities acts filings under United States
Federal and state laws as shall be necessary for the valid
issuance, sale, and transfer of the Debt Warrants and the
related Debt Securities.
SECTION 5.08. Persons Having Rights under this Agreement.
Nothing in this Agreement shall give to any person other than
the Company, the Debt Warrant Agent, and the holders of the
Debt Warrants any right, remedy, or claim under or by reason of
this Agreement.
SECTION 5.09. Headings. The captions and headings used
herein are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions
hereof.
SECTION 5.10. Counterparts. This Agreement may be
executed in any number of counterparts, each of which as so
executed shall be deemed to be an original, but shall together
constitute but one and the same instrument.
SECTION 5.11. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the
principal corporate trust office of the Debt Warrant Agent for
inspection by the holder of any Debt Warrant.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by one of their respective authorized
officers as of the day and year first above written.
PEPSICO, INC.
By____________________________________
Title:
THE CHASE MANHATTAN BANK
(National Association)
By____________________________________
Title:
ANNEX A
FORM OF DEBT WARRANT CERTIFICATE
[Face of Debt Warrant Certificate]
[Form of Legend if Debt Warrants are not immediately detachable
from Debt Securities: This Debt Warrant cannot be transferred
or exchanged prior to__________, 19__, unless attached to the
[designate Debt Securities] to which this Debt Warrant
relates.]
THIS DEBT WARRANT SHALL BE EXERCISABLE ONLY
IF COUNTERSIGNED BY THE DEBT WARRANT
AGENT AS PROVIDED BELOW
PEPSICO, INC.
WARRANT TO PURCHASE
$______ in aggregate principal amount of ____________Debt
Securities due _______________, 19__
VOID AFTER 5:00 P.M., NEW YORK TIME, ON_____________, 19__
No. [CUSIP No. ]
This certifies that [the bearer] [_______________or its
registered assigns] is the [owner] [registered owner] of the
Warrant[s] identified above (the "Debt Warrant[s]"), [each]
such Debt Warrant entitling such [bearer] [registered owner] to
purchase, at any time after 5:00 p.m., New York time,
on___________, 19__, and on or before 5:00 p.m., New York time,
on___________, 19__, (or such later date as may be designated
by the Company by written notice to the holder as provided in
the Debt Warrant Agreement, dated as of ___________, 19__ (the
"Debt Warrant Agreement") between PepsiCo, Inc. (the "Company")
and The Chase Manhattan Bank (National Association) as debt
warrant agent (the "Debt Warrant Agent")), $________ in
aggregate principal amount of the Debt Securities, [designate
series] (the "Debt Securities") to be issued by the Company
under the Indenture, dated as of December 2, 1993 (the
"Indenture"), between the Company and The Chase Manhattan Bank
(National Association) as trustee (the "Trustee").
The Debt Warrant[s] represented hereby shall be
exercisable only in accordance with the terms and provisions
set forth herein, in the Debt Warrant Agreement, and in the
Indenture. Copies of the Debt Warrant Agreement and the
Indenture may be obtained at the corporate trust office of the
Debt Warrant Agent located at ___________________. All
capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms by the Debt Warrant
Agreement.
[Reverse of Debt Warrant Certificate]
The exercise price of [each] [such] Debt Warrant shall be
calculated as follows: (a) during the period from and including
_______________ 19__, to and including _______________, 19__,
the exercise price of [each] [such] Debt Warrant will be [___%
of the principal amount of the underlying Debt Securities]
[$___________] [plus [accrued amortization of the original
issue discount] [accrued interest] from the most recently
preceding __________], (b) during the period from
_____________, 19__, to and including _______________, 19__,
the exercise of [each] [such] Debt Warrant will be [___% of the
principal amount of the related Debt Securities] [$___________]
[plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding _________],
and (c) in each case (as applicable), [the original issue
discount will be amortized at an annual rate of ___%, computed
on [an annual] [a semi-annual] basis, using a [360-day year
consisting of twelve 30-day months] [the original issue
discount for each $__________ in aggregate principal amount of
Debt Securities will be _________] (such exercise price the
"Exercise Price").
The [holder] [registered holder] may exercise the Debt
Warrant[s] evidenced hereby by delivery to the Debt Warrant
Agent of this Debt Warrant Certificate, together with the form
of election to purchase set forth below properly completed and
duly executed, and by paying in full, in lawful money of [the
United States] [________________], [$]_____________, by
[certified check or official bank check or by] bank wire
transfer, in each case, in immediately available funds, the
Exercise Price for [such Debt Warrant] [each Debt Warrant to be
exercised], payable to the [order of] [an account designated in
writing by] the Company, such delivery and payment to be made
at the corporate trust office of Debt Warrant Agent at the
address specified below, or to such successor debt warrant
agent at such other address as the Company may hereafter notify
the [holder] [registered holder] in writing.
Any whole number of Debt Warrants evidenced by this Debt
Warrant Certificate may be exercised to purchase Debt
Securities in registered form upon such terms and conditions as
are set forth in the Prospectus and [the] [any] applicable
Supplement[s]. [Upon exercise of fewer than all of the Debt
Warrants evidenced hereby, there shall be issued to the
[holder] [registered holder] a new Debt Warrant Certificate
evidencing the number of Debt Warrants remaining unexercised.]
[If the Debt Warrant[s] represented hereby is not
immediately detachable from the underlying Debt Securities,
[each] such Debt Warrant may be exchanged or transferred prior
to __________, 19__,only together with the underlying Debt
Securities and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Debt
Securities. After such date, [each] such Debt Warrant and all
rights hereunder, may be transferred by delivery as hereinabove
provided and the Company and the Debt Warrant Agent may treat
the bearer hereof as the owner for all purposes.]
[If the Debt Warrant[s] represented hereby are immediately
detachable from the underlying Debt Securities, [each] such
Debt Warrant may be registered for transfer or exchange upon
delivery of this Debt Warrant Certificate as hereinabove
provided.]
This Debt Warrant Certificate shall not entitle the
[holder] [registered holder] hereof to any of the rights of a
holder of the underlying Debt Securities, including, without
limitation, the right to receive payments of principal,
premium, if any, or interest, if any, on such Debt Securities
or to enforce any of the covenants of the Indenture.
Neither this Debt Warrant Certificate nor the Debt
Warrant[s] represented hereby shall be valid or obligatory for
any purpose until countersigned by the Debt Warrant Agent.
Dated as of ___________, 19__
PEPSICO, INC.
By_____________________
Title:
[ ], as Debt Warrant Agent,
By______________________________________
Authorized Officer
Further Instructions for Exercise of Debt Warrant[s]
To exercise the Debt Warrants evidenced hereby, the holder
must complete the information required below and present this
Debt Warrant Certificate in person or by [registered] mail to
the Debt Warrant Agent at the address set forth below. This
Debt Warrant Certificate, completed and duly executed, must be
received by the Debt Warrant Agent together with payment in
full of the Exercise Price in accordance with the terms hereof.
The undersigned hereby irrevocably elects to exercise
[the] [___ of the] Debt Warrant[s] evidenced hereby and to
purchase [$]________ in aggregate principal amount of the
underlying Debt Securities to which such Debt Warrant[s]
relate[s]. By executing this instrument as indicated below,
the undersigned represents that [he/she/it] has tendered
payment for such Debt Securities in accordance with the
provisions set forth herein. The undersigned requests that
said principal amount of Debt Securities be in the authorized
denominations, registered in such names, and delivered as
specified below.
Dated:
_____________________________
Name _________________________________
[ ]
_____________________________
Address
_______________________________
(Insert Social Security or Other
Identifying Number of Holder)
_______________________________
Signature ______________________________
The Debt Warrants evidenced hereby may be exercised at the
following address:
Attention:
[Instructions as to form and delivery of Debt Securities
and Debt Warrant Certificates evidencing unexercised Debt
Warrants to be provided as appropriate.]
[If Registered Debt Warrant]
Assignment
(Form of Assignment To Be Executed Upon
Transfer of Debt Warrants Evidenced Hereby)
FOR VALUE RECEIVED, _____________________________ hereby sells,
assigns and transfers unto
Please insert social security or other
identifying number
____________________________________
_____________________________
____________________________________
(Please print name and address
including zip code)
_______________________________________________________________
__________
[__________ of] the Debt Warrant[s] represented by the within
Debt Warrant Certificate and does hereby irrevocably constitute
and appoint _________________________________ as Attorney to
transfer said Debt Warrant[s] on the books of the Debt Warrant
Agent with full power of substitution in the premises.
Dated:
_____________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the face
of this Debt Warrant Certificate and must bear
a signature guaranteed by a bank, trust
company, or member broker of the New York,
Midwest, or Pacific Stock Exchange.)
Signature Guaranteed:
_______________________________