Exhibit 4.1

AMENDMENT TO MASTER GUARANTEE

AMENDMENT TO MASTER GUARANTEE (this “Amendment”), dated as of October 24, 2018, to that certain Master Guarantee (the “Master Guarantee”) dated as of October 5, 2010 among (i) PEPSICO, INC. (the “Company”), (ii) BOTTLING GROUP, LLC (“BGLLC”), (iii) PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC. (“Metro”), as successor to (x) PepsiAmericas, Inc. (“PAS”) under (I) that certain indenture (as amended and supplemented from time to time, the “1993 Indenture”) dated as of January 15, 1993 between PAS (as successor to Whitman Corporation) and The Bank of New York Mellon Trust Company, N.A. (as ultimate successor in interest to The First National Bank of Chicago), as trustee (the “1993 Indenture Trustee”) and (II) that certain indenture (as amended and supplemented from time to time, the “2003 Indenture”) dated as of August 15, 2003 between PAS and Wells Fargo Bank, National Association, a national banking association, formerly known as Wells Fargo Bank Minnesota, National Association, as trustee (the “2003 Indenture Trustee”) and (y) The Pepsi Bottling Group, Inc. (“PBG”) under that certain indenture (as amended and supplemented from time to time, the “1999 Indenture,” and together with the 1993 Indenture and the 2003 Indenture, the “Indentures”) dated as of March 8, 1999 among PBG, BGLLC and The Bank of New York Mellon, as successor to The Chase Manhattan Bank, as trustee (the “1999 Indenture Trustee,” and together with the 1993 Indenture Trustee and the 2003 Indenture Trustee, the “Trustees”), (iv) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as 1993 Indenture Trustee, (v) WELLS FARGO BANK, NATIONAL ASSOCIATION, as 2003 Indenture Trustee and (vi) THE BANK OF NEW YORK MELLON, as 1999 Indenture Trustee.

Capitalized terms used without definition in this Amendment are used as defined in the Master Guarantee.

WHEREAS, pursuant to the Master Guarantee, the Company unconditionally and irrevocably guaranteed (the “Company Guarantee”) to each Holder of an Issued Note authenticated and delivered by any Trustee under an Indenture and to each such Trustee and its successors and assigns, that the principal of, premium, if any, and interest on such Issued Note will be duly and punctually paid in full when due, whether at stated maturity, by acceleration, redemption or otherwise, together with interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on such Issued Note and that all other monetary obligations of the applicable Obligor to such Holder and the Trustee under the applicable Indenture for such Issued Note or under such Issued Note will be promptly paid in full, all in accordance with the terms thereof;

WHEREAS, as of the date of this Amendment, the only outstanding Series of Issued Notes (collectively, the “Outstanding Metro Notes”) are:

(i)                                      $100,000,000 principal amount of 7.29% Notes due September 15, 2026 originally issued by Whitman Corporation (the “7.29% Metro Notes due 2026”), issued pursuant to the 1993 Indenture;

1

(ii)                                   $25,000,000 principal amount of 7.44% Notes due September 15, 2026 originally issued by Whitman Corporation (the “7.44% Metro Notes due 2026”), issued pursuant to the 1993 Indenture;

(iii)                                $1,000,000,000 aggregate principal amount of 7% Senior Notes due 2029 or 7% Series B Senior Notes due 2029 originally issued by PBG (collectively, the “7.00% Metro Notes due 2029”), issued pursuant to the 1999 Indenture and guaranteed by BGLLC; and

(iv)                               $250,000,000 principal amount of its 5.50% Notes due May 15, 2035 originally issued by PAS (the “5.50% Metro Notes due 2035”), issued pursuant to the 2003 Indenture;

WHEREAS, Section 3.03 of the Master Guarantee provides that any provision thereof may be amended or waived with respect to a particular Series of Issued Notes if, and only if, such amendment or waiver is in writing and signed by the Company, the Obligor under such Series of Issued Notes and the Trustee for such Series of Issued Notes, acting with the consent of such proportion of the Holders of such Series of Issued Notes as would be required to approve a supplemental indenture to the Indenture under which such Series of Issued Notes was issued (excluding for this purpose any such supplemental indenture that would require the consent of each such Holder to be bound thereby, or that would not require the consent of any Holder);

WHEREAS, pursuant to the Offers (as defined in Section 1(b) below) there have been obtained the consents (collectively, the “Required Consents”) of such proportion of the Holders of each Series of Outstanding Metro Notes as would be required to approve a supplemental indenture to the Indenture under which such Series of Outstanding Metro Notes was issued (excluding for this purpose any such supplemental indenture that would require the consent of each such Holder to be bound thereby, or that would not require the consent of any Holder) to amend the Master Guarantee to release, remove and discharge the Company Guarantee from each Series of Outstanding Metro Notes and all other obligations of the Company under the Master Guarantee to the Holders of such Outstanding Metro Notes or to the Trustees under the applicable Indenture governing such Outstanding Metro Notes;

WHEREAS, the Company and the Obligors under each Series of Outstanding Metro Notes desire and have requested that the Trustees join in the execution of this Amendment;

WHEREAS, the execution and delivery of this Amendment have been authorized by resolutions of the boards of directors of the Company and the Obligors under each Series of Outstanding Metro Notes; and

WHEREAS, all conditions precedent and requirements necessary to make this Amendment a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW THEREFORE, the Company, the Obligors under each Series of Outstanding Metro Notes and the Trustees under the Indentures hereby agree as follows:

2

Section 1. Release of Company Guarantee, Etc.

(a)                                  Effective as of the Operative Date (as defined in paragraph (b)), all provisions of the Master Guarantee are hereby amended such that the Company Guarantee and all other obligations of the Company under the Master Guarantee to the Holders of the Outstanding Metro Notes or to the Trustees under the applicable Indentures governing such Outstanding Metro Notes are removed, released and discharged; the Company shall have no obligations under the Master Guarantee, the Outstanding Metro Notes or the Indentures; and the Benefitted Parties shall have no rights against the Company under the Master Guarantee, the Outstanding Metro Notes or the Indentures.

(b)                                  The “Operative Date” will occur upon the date on which the Company shall have accepted for purchase or exchange sufficient Outstanding Metro Notes corresponding to the Required Consents pursuant to the offers and consent solicitations (collectively, the “Offers”) contained in the Offer to Purchase and the Offering Memorandum of the Company, each dated October 11, 2018, as amended.

(c)                                   Written notice of the Operative Date shall be promptly provided by the Company to the Trustees.

Section 2.                                            Recitals. The recitals contained herein shall be taken as the statements of the Company and the Obligors, and the Trustees assume no responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this Amendment.

Section 3.                                            Governing Law. This Amendment will be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

Section 4.                                            Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized representatives as of the day and year first above written.

[ Signature page to Amendment to Master Guarantee ]

4

Exhibit 4.2

THIRD SUPPLEMENTAL INDENTURE TO
INDENTURE DATED AS OF JANUARY 15, 1993

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 24, 2018, among Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”) and The Bank New York Mellon Trust Company, N.A. (as ultimate successor in interest to The First National Bank of Chicago), as trustee (the “Trustee”).

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture (as defined below).

WHEREAS, Whitman Corporation, the obligations of which were subsequently succeeded to by Metro, and the Trustee have heretofore executed and delivered a certain indenture, dated as of January 15, 1993 (as previously amended and as amended and supplemented hereby, the “Indenture”) providing for the issuance of Securities;

WHEREAS, pursuant to the Indenture, (i) a series of 7.29% Notes due September 15, 2026 was issued by Whitman Corporation on September 23, 1996, of which $100,000,000 in aggregate principal amount is currently outstanding (the “7.29% Notes”) and (ii) a series of 7.44% Notes due September 15, 2026 was issued by Whitman Corporation on September 23, 1996, of which $25,000,000 in aggregate principal amount is currently outstanding (together with the 7.29% Notes, the “Outstanding Metro Notes”);

WHEREAS, pursuant to an Offer to Purchase and an Offering Memorandum, each dated October 11, 2018, as amended, PepsiCo, Inc. (“PepsiCo”) has respectively (i) offered to purchase for cash any and all Outstanding Metro Notes (the “Tender Offers”) and (ii) offered to exchange the Outstanding Metro Notes for new senior notes to be issued by PepsiCo (the “Exchange Offers,” and together with the Tender Offers, the “Offers”);

WHEREAS, pursuant to the Offers there have been obtained the consents (collectively, the “Required Consents”) of such proportion of the Holders of Outstanding Metro Notes as is required to approve a supplemental indenture to the Indenture to amend the Indenture as set forth in Article 1 of this Third Supplemental Indenture (the “Proposed Amendments”);

WHEREAS, Section 10.02 of the Indenture provides that with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of any series then Outstanding, Metro, when authorized by a Certified Board Resolution, and the Trustee may at any time and from time to time, enter into an indenture or indentures supplemental to the Indenture for the purpose of eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders of Securities, subject to the limitations set forth therein;

WHEREAS, an Opinion of Counsel has been delivered to the Trustee to the effect that this Third Supplemental Indenture is authorized or permitted by the Indenture;

1

WHEREAS, Metro desires and has requested that the Trustee join in the execution of this Third Supplemental Indenture for the purpose of evidencing the implementation of the Proposed Amendments;

WHEREAS, the execution and delivery of this Third Supplemental Indenture have been authorized by resolutions of the board of directors of Metro; and

WHEREAS, all conditions precedent and requirements necessary to make this Third Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, Metro and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders.

Article 1
Amendments to Indenture and Outstanding Metro Notes

Section 1.01. The Indenture is hereby amended as follows:

(a)                                  The following sections of the Indenture shall be deleted in their entirety and replaced with “RESERVED”:

(i)                                      Section 4.05. Limitation on Liens;

(ii)                                   Section 4.06. Limitation on Sale and Lease-Back;

(iii)                                Section 4.07. Exempted Indebtedness;

(iv)                               Section 4.09. Further Instruments and Acts; and

(v)                                  Section 5.03. Reports by Company.

(b)                                  Failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture. Provisions in the Indenture that authorize action by the Company when permitted by a deleted section or which is to be done in accordance with a deleted section shall be deemed to permit such action and references in the Indenture to deleted provisions shall also no longer have any effect or consequence under the Indenture.

(c)                                   Section 1.01 of the Indenture is hereby amended to delete the following defined terms in their entirety: “Principal Property” and “Restricted Subsidiary.”

(d)                                  Section 1.02 of the Indenture is hereby amended to delete the following defined terms in their entirety (and also to delete the same in the places of the Indenture where they appear): “Consolidated Net Worth,” “Debt,” “Funded Debt,” “Liens,” “Minority Interest,” “Sale and Lease-Back Transaction” and “Value.”

2

(e)                                   Section 6.01 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 6.01. Events of Default. “Event of Default,” wherever used herein with respect to the Securities of any series, means any one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)                                  default in the payment of any interest upon any of the Securities of such series when and as the same shall become due and payable, and continuance of such default for a period of 30 days;

(2)                                  default in the payment of all or any part of the principal of (or premium, if any, on) any of the Securities of such series at its Maturity;

(3)                                  default in the deposit of any sinking fund or analogous payment for the benefit of the Securities of such series when and as the same shall become due and payable;

(4)                                  default in the performance, or breach, of any covenant or warranty of the Company in the Securities of such series or in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically provided for or which has expressly been included in this Indenture solely for the benefit of the Securities of other series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 51% in aggregate principal amount of the Securities of all series then Outstanding affected thereby a written notice specifying such default or breach, requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(5)                                  the entry by a court having jurisdiction in the premises of (a) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging the Company a bankrupt or insolvent, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;

3

(6)                                  the commencement by the Company of a voluntary case or proceeding under any applicable Bankruptcy Law or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Bankruptcy Law, or the consent by it to the appointment of or the taking of possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its property, or the making by the Company of a general assignment for the benefit of creditors; or

(7)                                  any other Event of Default provided in or pursuant to the supplemental indenture or Officers’ Certificate establishing the terms of such series of Securities as provided in Section 2.01 or in the form or forms of Security for such series.

(f)                                    Section 11.01 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.01. Company May Consolidate, etc., on Certain Terms. The Company may consolidate with, or merge into, any Person, provided that in any such case, either the Company shall be the continuing Person, or the Person formed by such consolidation or into which the Company is merged shall expressly assume the due and punctual payment of the principal of (and premium, if any) and any interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person.

(g)                                   Section 11.02 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.02. Successor Corporation to Be Substituted. In case of any such consolidation or merger referred to in Section 11.01 and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of Whitman Corporation any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms,

4

conditions or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously should have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation or merger referred to in Section 11.01, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

(h)                                  Section 11.03 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.03. Opinion of Counsel to Be Given Trustee. The Trustee, subject to Sections 7.01 and 7.03, shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that any such consolidation or merger and any such assumption complies with the provisions of this Article Eleven.

Article 2
Miscellaneous

Section 2.01. The recitals contained herein shall be taken as the statements of Metro and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. The Trustee accepts the amendment of the Indenture effected by this Third Supplemental Indenture and agrees to perform the Indenture as supplemented hereby, but only upon the terms and conditions set forth in the Indenture.

Section 2.02. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to be part of and govern this Third Supplemental Indenture, the latter provision shall control. If any provision of this Third Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the modified or excluded provision shall be deemed to apply to this Third Supplemental Indenture as so modified or to be excluded, as the case may be.

Section 2.03. Nothing in this Third Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders, any benefit or any legal or equitable right, remedy or claim under this Third Supplemental Indenture.

Section 2.04. This Third Supplemental Indenture shall be deemed to be a contract under the laws of the State of Illinois, and be governed by and construed in accordance with the laws of such state.

5

Section 2.05. This Third Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 2.06. Notwithstanding anything to the contrary elsewhere herein, this Third Supplemental Indenture shall become effective as of the Operative Date (as defined below). The “Operative Date” will occur upon the date on which PepsiCo shall have accepted for purchase or exchange sufficient Outstanding Metro Notes corresponding to the Required Consents pursuant to the Offers. Written notice of the Operative Date shall be promptly provided by Metro (or at Metro’s request by PepsiCo) to the Trustee.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first written above.

[ Signature page to Third Supplemental Indenture ]

6

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE TO
INDENTURE DATED AS OF MARCH 8, 1999

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 24, 2018, among Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), Bottling Group, LLC, as guarantor (the “Guarantor”), and The Bank of New York Mellon, a banking corporation incorporated and existing under the laws of the State of New York, as successor to The Chase Manhattan Bank (the “Trustee”).

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture (as defined below).

WHEREAS, The Pepsi Bottling Group, Inc., the obligations of which were subsequently succeeded to by Metro, the Guarantor and the Trustee have heretofore executed and delivered a certain indenture, dated as of March 8, 1999 (as previously amended and as amended and supplemented hereby, the “Indenture”) providing for the issuance of Notes;

WHEREAS, pursuant to the Indenture, a series of 7% Senior Notes due 2029 was initially issued by The Pepsi Bottling Group, Inc. on March 8, 1999 (which securities were subsequently exchanged for substantially identical securities titled “7% Series B Senior Notes due 2029” in a transaction registered under the Securities Act of 1933, as amended), of which $1,000,000,000 in aggregate principal amount is currently outstanding (such initially issued Notes together with such Series B Notes, the “Outstanding Metro Notes”);

WHEREAS, pursuant to an Offer to Purchase and an Offering Memorandum, each dated October 11, 2018, as amended, PepsiCo, Inc. (“PepsiCo”) has respectively (i) offered to purchase for cash any and all Outstanding Metro Notes (the “Tender Offers”) and (ii) offered to exchange the Outstanding Metro Notes for new senior notes issued by PepsiCo (the “Exchange Offers,” and together with the Tender Offers, the “Offers”);

WHEREAS, pursuant to the Offers there have been obtained the consents (collectively, the “Required Consents”) of such proportion of the Holders of Outstanding Metro Notes as is required to approve a supplemental indenture to the Indenture to amend the Indenture as set forth in Article 1 of this Second Supplemental Indenture (the “Proposed Amendments”);

WHEREAS, Section 802 of the Indenture provides that with the consent of the Holders of not less than a majority in principal amount of Outstanding Notes affected thereby, Metro, the Guarantor and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture for the purpose of eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders of Notes under the Indenture, subject to the limitations set forth therein;

WHEREAS, an Opinion of Counsel has been delivered to the Trustee to the effect that this Second Supplemental Indenture is authorized or permitted by the Indenture;

1

WHEREAS, Metro and the Guarantor desire and have requested that the Trustee join in the execution of this Second Supplemental Indenture for the purpose of evidencing the implementation of the Proposed Amendments;

WHEREAS, the execution and delivery of this Second Supplemental Indenture have been authorized by resolutions of the boards of directors of Metro and the Guarantor; and

WHEREAS, all conditions precedent and requirements necessary to make this Second Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, Metro, the Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders.

Article 1
Amendments to Indenture and Outstanding Metro Notes

Section 1.01. The Indenture is hereby amended as follows:

(a)           The following article and sections of and exhibit to the Indenture shall be deleted in their entirety and replaced with “RESERVED”:

(i)            Section 905. Corporate Existence;

(ii)           Section 906. Limitation on Liens;

(iii)          Section 907. Limitation on Sale-Leaseback Transactions;

(iv)          Article XI. Guarantee;

(v)           Section 1101. Guarantee;

(vi)          Section 1102. Execution and Delivery of the Guarantee;

(vii)         Section 1103. Limitation of Guarantor’s Liability; and

(viii)        Exhibit D. Guarantee.

(b)           Failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture. Provisions in the Indenture that authorize action by the Obligor when permitted by a deleted section or which is to be done in accordance with a deleted section shall be deemed to permit such action and references in the Indenture to deleted provisions shall also no longer have any effect or consequence under the Indenture.

(c)           Section 101 of the Indenture is hereby amended to (i) delete the following defined terms in their entirety: “Attributable Debt,” “Consolidated Net Tangible Assets,” “Exempted

2

Debt,” “Funded Debt,” “Guarantee,” “Guarantor,” “Lien,” “Principal Property” and “Restricted Subsidiary” and (ii) replace the definitions of “Comparable Treasury Price,” “Reference Treasury Dealer” and “Reference Treasury Dealer Quotations” with the following respective definitions:

“Comparable Treasury Price” means with respect to any Redemption Date for the Notes (i) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means each of any five primary U.S. Government securities dealers in the United States of America selected by the Obligor.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New York City time on the third Business Day preceding such Redemption Date.

(d)           The last sentence of Section 202 of the Indenture is hereby deleted and replaced with the following:

The Notes shall be in fully registered form, without coupons, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

(e)           Section 401 of the Indenture is hereby amended and restated in its entirety as follows:

Section 401. EVENTS OF DEFAULT. “Event of Default,” wherever used herein, means with respect to the Notes any of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body);

(1)                                  default in the payment of any principal when due (whether at maturity, upon redemption or otherwise) on the Notes;

(2)                                  default in the payment of any interest (including Additional Interest, if any) on any Note, when it becomes due and payable, and continuance of such default for a period of 30 days;

3

(3)                                  default in the performance or breach of any covenant or warranty of the Obligor under this Indenture, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Obligor by the Trustee or to the Obligor and the Trustee by the Holders of at least 51% in the principal amount of the Outstanding Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(4)                                  the entry of an order for relief against the Obligor under the Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Obligor a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Obligor under the Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Obligor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(5)                                  the consent by the Obligor to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Obligor of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or any other applicable Federal or State law, or the consent by the Obligor to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Obligor or of any substantial part of its property, or the making by the Obligor of an assignment for the benefit of creditors, or the admission by the Obligor in writing of the Obligor’s inability to pay debts generally as they become due, or the taking of corporate action by the Obligor in furtherance of any such action.

(f)            Section 604 of the Indenture is hereby amended to delete subsections (1) and (3).

(g)           Section 701 of the Indenture is hereby amended and restated in its entirety as follows:

Section 701. OBLIGOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The Obligor may consolidate or merge with or into any Person, and may permit any such Person to consolidate with or merge into the Obligor, PROVIDED, (1) that the Obligor will be the surviving Person or, if not, that the successor Person will expressly assume by a supplemental indenture the due and punctual payment of the principal,

4

premium, if any, and interest on the Notes and the performance of every covenant of the Indenture to be performed or observed by the Obligor and (2) the Obligor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger and any assumption permitted or required by this Article complies with the provisions of this Article.

(h)           Section 702 of the Indenture is hereby amended and restated in its entirety as follows:

Section 702. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger in accordance with Section 701, as the case may be, the successor Person will succeed to and be substituted for the Obligor, as Obligor on the Notes, with the same effect as if it had been named in this Indenture as the Obligor and the Obligor shall thereupon be released from all obligations hereunder and under the Notes.

(i)            All provisions of the Indenture and of the Outstanding Metro Notes are hereby amended such that (w) the Guarantee or Guarantees and all other obligations of the Guarantor under the Indenture to the Holders of the Outstanding Metro Notes or to the Trustee under the Indenture are removed, released and discharged; (x) the Guarantor shall have no obligations under the Indenture, the Outstanding Metro Notes, the Guarantee or the Guarantees; (y) the Trustee, the Holders and any beneficial owner of Outstanding Metro Notes shall have no rights against the Guarantor under the Indenture, the Outstanding Metro Notes, the Guarantee or the Guarantees; and (z) no act or failure to act of the Guarantor shall have any consequence whatsoever under the Indenture, the Outstanding Metro Notes, the Guarantee or the Guarantees.

Section 1.02. The first sentence of Section 9 of the Form of Initial Note and Section 8 of the Form of Series B Note, and each Outstanding Metro Note issued under the Indenture, is each hereby amended and restated in its entirety as follows:

[9.] [8.] DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Section 1.03. Section 12 of the Form of Initial Note and Section 11 of the Form of Series B Note, and each Outstanding Metro Note issued under the Indenture, is each hereby amended and restated in its entirety as follows:

[12.] [11.] DEFAULTS AND REMEDIES. The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (ii) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (iii) failure of the Obligor to observe or perform any of its other respective covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not

5

cured within 90 days after notice is given as specified in the Indenture; and (iv) certain events of bankruptcy, insolvency, or reorganization of the Obligor.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal amount hereof may be declared due and payable in the manner and with the effect provided in the Indenture.

Section 1.04. The Form of Initial Note and the Form of Series B Note, and each Outstanding Metro Note issued under the Indenture, is each hereby amended to remove therefrom the Guarantee substantially as set forth in Exhibit D to the Indenture.

Article 2
Miscellaneous

Section 2.01. The recitals contained herein shall be taken as the statements of Metro and the Guarantor, as applicable, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. The Trustee accepts the amendment of the Indenture effected by this Second Supplemental Indenture and agrees to perform the Indenture as supplemented hereby, but only upon the terms and conditions set forth in the Indenture.

Section 2.02. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to be part of and govern this Second Supplemental Indenture, the latter provision shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the modified or excluded provision shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.

Section 2.03. Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

Section 2.04. This Second Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and be governed by and construed in accordance with the laws of such state.

Section 2.05. This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 2.06. Notwithstanding anything to the contrary elsewhere herein, this Second Supplemental Indenture shall become effective as of the Operative Date (as defined below). The “Operative Date” will occur upon the date on which PepsiCo shall have accepted for purchase or exchange sufficient Outstanding Metro Notes corresponding to the Required Consents pursuant to the Offers. Written notice of the Operative Date shall be promptly provided by Metro (or at Metro’s request by PepsiCo) to the Trustee.

6

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

[ Signature page to Second Supplemental Indenture ]

7

Exhibit 4.4

SECOND SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF AUGUST 15, 2003

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 24, 2018, among Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”) and Wells Fargo Bank, National Association, a national banking association (the “Trustee,” formerly known as Wells Fargo Bank Minnesota, National Association).

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture (as defined below).

WHEREAS, PepsiAmericas, Inc., the obligations of which were subsequently succeeded to by Metro, and the Trustee have heretofore executed and delivered a certain indenture, dated as of August 15, 2003 (as previously amended and as amended and supplemented hereby, the “Indenture”) providing for the issuance of Securities;

WHEREAS, pursuant to the Indenture, a series of 5.50% Notes due May 15, 2035 was issued by PepsiAmericas, Inc. on May 18, 2005, of which $250,000,000 in aggregate principal amount is currently outstanding (the “Outstanding Metro Notes”);

WHEREAS, pursuant to an Offer to Purchase and an Offering Memorandum, each dated October 11, 2018, as amended, PepsiCo, Inc. (“PepsiCo”) has respectively (i) offered to purchase for cash any and all Outstanding Metro Notes (the “Tender Offers”) and (ii) offered to exchange the Outstanding Metro Notes for new senior notes issued by PepsiCo (the “Exchange Offers,” and together with the Tender Offers, the “Offers”);

WHEREAS, pursuant to the Offers there have been obtained the consents (collectively, the “Required Consents”) of such proportion of the Holders of Outstanding Metro Notes as is required to approve a supplemental indenture to the Indenture to amend the Indenture as set forth in Article 1 of this Second Supplemental Indenture (the “Proposed Amendments”);

WHEREAS, Section 10.02 of the Indenture provides that with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of any series then Outstanding, Metro, when authorized by a Certified Board Resolution, and the Trustee may at any time and from time to time, enter into an indenture or indentures supplemental to the Indenture for the purpose of eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders of Securities, subject to the limitations set forth therein;

WHEREAS, an Opinion of Counsel has been delivered to the Trustee to the effect that this Second Supplemental Indenture is authorized or permitted by the Indenture;

WHEREAS, Metro desires and has requested that the Trustee join in the execution of this Second Supplemental Indenture for the purpose of evidencing the implementation of the Proposed Amendments;

1

WHEREAS, the execution and delivery of this Second Supplemental Indenture have been authorized by resolutions of the board of directors of Metro; and

WHEREAS, all conditions precedent and requirements necessary to make this Second Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, Metro and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders.

Article 1
Amendments to Indenture and Outstanding Metro Notes

Section 1.01. The Indenture is hereby amended as follows:

(a)                                  The following sections of the Indenture shall be deleted in their entirety and replaced with “RESERVED”:

(i)                                      Section 4.05. Limitation on Liens;

(ii)                                   Section 4.06. Limitation on Sale and Lease-Back;

(iii)                                Section 4.07. Exempted Indebtedness;

(iv)                               Section 4.09. Further Instruments and Acts; and

(v)                                  Section 5.03. Reports by Company.

(b)                                  Failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture. Provisions in the Indenture that authorize action by the Company when permitted by a deleted section or which is to be done in accordance with a deleted section shall be deemed to permit such action and references in the Indenture to deleted provisions shall also no longer have any effect or consequence under the Indenture.

(c)                                   Section 1.01 of the Indenture is hereby amended to delete the following defined terms in their entirety: “Principal Property” and “Restricted Subsidiary.”

(d)                                  Section 1.02 of the Indenture is hereby amended to delete the following defined terms in their entirety (and also to delete the same in the places of the Indenture where they appear): “Consolidated Net Worth,” “Debt,” “Funded Debt,” “Liens,” “Minority Interest,” “Sale and Lease-Back Transaction” and “Value.”

(e)                                   Section 6.01 of the Indenture is hereby amended and restated in its entirety as follows:

2

SECTION 6.01. Events of Default. “Event of Default,” wherever used herein with respect to the Securities of any series, means any one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)                                  default in the payment of any interest upon any of the Securities of such series when and as the same shall become due and payable, and continuance of such default for a period of 30 days;

(2)                                  default in the payment of all or any part of the principal of (or premium, if any, on) any of the Securities of such series at its Maturity;

(3)                                  default in the deposit of any sinking fund or analogous payment for the benefit of the Securities of such series when and as the same shall become due and payable;

(4)                                  default in the performance, or breach, of any covenant or warranty of the Company in the Securities of such series or in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically provided for or which has expressly been included in this Indenture solely for the benefit of the Securities of other series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 51% in aggregate principal amount of the Securities of all series then Outstanding affected thereby a written notice specifying such default or breach, requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(5)                                  the entry by a court having jurisdiction in the premises of (a) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging the Company a bankrupt or insolvent, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;

(6)                                  the commencement by the Company of a voluntary case or proceeding under any applicable Bankruptcy Law or the consent

3

by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Bankruptcy Law, or the consent by it to the appointment of or the taking of possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its property, or the making by the Company of a general assignment for the benefit of creditors; or

(7)                                  any other Event of Default provided in or pursuant to the supplemental indenture or Officers’ Certificate establishing the terms of such series of Securities as provided in Section 2.01 or in the form or forms of Security for such series.

(f)                                    Section 11.01 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.01. Company May Consolidate, etc., on Certain Terms. The Company may consolidate with, or merge into, any Person, provided that in any such case, either the Company shall be the continuing Person, or the Person formed by such consolidation or into which the Company is merged shall expressly assume the due and punctual payment of the principal of (and premium, if any) and any interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person.

(g)                                   Section 11.02 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.02. Successor Corporation to Be Substituted. In case of any such consolidation or merger referred to in Section 11.01 and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of PepsiAmericas, Inc. any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously should have

4

been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation or merger referred to in Section 11.01, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

(h)                                  Section 11.03 of the Indenture is hereby amended and restated in its entirety as follows:

SECTION 11.03. Opinion of Counsel to Be Given Trustee. The Trustee, subject to Sections 7.01 and 7.03, shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that any such consolidation or merger and any such assumption complies with the provisions of this Article Eleven.

Section 1.02. Section 3 of the Outstanding Metro Notes is hereby amended such that the definitions of “Comparable Treasury Price,” “Redemption Treasury Dealer” and “Reference Treasury Dealer Quotations” are replaced with the following respective definitions:

“Comparable Treasury Price” means with respect to any Redemption Date for the Securities (i) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Redemption Treasury Dealer” means each of any five primary U.S. government securities dealers in the United States of America selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Redemption Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Redemption Treasury Dealer at 3:30 p.m. New York City time on the third Business Day preceding such Redemption Date.

5

Article 2
Miscellaneous

Section 2.01. The recitals contained herein shall be taken as the statements of Metro and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. The Trustee accepts the amendment of the Indenture effected by this Second Supplemental Indenture and agrees to perform the Indenture as supplemented hereby, but only upon the terms and conditions set forth in the Indenture.

Section 2.02. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to be part of and govern this Second Supplemental Indenture, the latter provision shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the modified or excluded provision shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be.

Section 2.03. Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

Section 2.04. This Second Supplemental Indenture shall be deemed to be a contract under the laws of the State of Minnesota, and be governed by and construed in accordance with the laws of such state.

Section 2.05. This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 2.06. Notwithstanding anything to the contrary elsewhere herein, this Second Supplemental Indenture shall become effective as of the Operative Date (as defined below). The “Operative Date” will occur upon the date on which PepsiCo shall have accepted for purchase or exchange sufficient Outstanding Metro Notes corresponding to the Required Consents pursuant to the Offers. Written notice of the Operative Date shall be promptly provided by Metro (or at Metro’s request by PepsiCo) to the Trustee.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

6

[ Signature page to Second Supplemental Indenture ]

7