Exhibit
4.2

       

       

      EXECUTION
COPY

       

       

    

    
      SECOND SUPPLEMENTAL
INDENTURE  (this “Second Supplemental Indenture”), dated as of
February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., a New
Jersey corporation (the “Successor”), PepsiAmericas, Inc., a Delaware
corporation (“PepsiAmericas”) 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, PepsiAmericas 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, PepsiAmericas, the Successor
and PepsiCo, Inc., a North Carolina corporation (“PepsiCo”) have entered into an
Agreement and Plan of Merger, dated as of August 3, 2009 (as amended or
modified, the “Merger Agreement”), which contemplates the filing of a
certificate of merger with the Delaware Secretary of State and, if applicable,
the New Jersey Department of Treasury, Division of Revenue, each providing for
the merger (the “Merger”) of PepsiAmericas with and into the Successor, with the
Successor continuing its corporate existence under the laws of the State of New
Jersey;

      


      WHEREAS, Sections 11.01 and 11.02 of
the Indenture provide, among other things, that the Company may consolidate with
or merge into another Person, provided that, among other
things, the continuing corporation 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 the Indenture to be
performed by the Company by supplemental indenture satisfactory to the
Trustee;

      


      WHEREAS, Sections 10.01(a) and 11.01 of
the Indenture provide, among other things, that, without the consent of any
Holders, the Company, 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 to evidence the succession of another
corporation to the Company, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of the
Company, such supplemental indenture to also be executed and delivered by such
successor corporation;

      


      WHEREAS, the Successor and
PepsiAmericas desire and have requested that the Trustee join in the execution
of this Second Supplemental Indenture for the purpose of evidencing such
succession and assumption by the Successor, and 

       

       

      
        
          
          

        

        
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      the
discharge of PepsiAmericas of all obligations and covenants under the Indenture
and the Securities;

      


      WHEREAS, the execution and delivery of
this Second Supplemental Indenture have been authorized by resolutions of the
boards of directors of the Successor and PepsiAmericas; 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, the Successor,
PepsiAmericas and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders.

      


      ARTICLE
ONE

      


      REPRESENTATIONS
OF PEPSIAMERICAS AND THE SUCCESSOR

      


      Each of PepsiAmericas and the Successor
represents and warrants to the Trustee, with respect to itself, as
follows:

      


      SECTION 1.1.  It is a
corporation duly organized, validly existing and, to the extent applicable, in
good standing under the laws of its respective state of incorporation as set
forth in the preamble hereto.

      


      SECTION 1.2.  The execution,
delivery and performance by it of this Second Supplemental Indenture have been
authorized and approved by all necessary corporate action on its
part.

      


      SECTION 1.3.  The Merger will
become effective in accordance with the terms of the Merger Agreement and the
laws of the State of Delaware and the State of New Jersey when the certificate
of merger is duly filed with the Delaware Secretary of State and, if applicable,
the New Jersey Department of Treasury, Division of Revenue, or at such later
time as may be agreed by PepsiCo and PepsiAmericas and specified in the
certificate of merger (the time the Merger becomes effective being the
“Effective Time”).  Notice of the Effective Time shall be promptly
provided by the Successor to the Trustee.

      


      SECTION 1.4.  Immediately
after giving effect to the Merger, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing.

       

       

      
        
          
          

        

        
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      SECTION 1.5.  This Second
Supplemental Indenture is executed and delivered pursuant to Sections 10.01(a)
and 11.01 of the Indenture and does not require the consent of or notice to any
Holders.

      


      ARTICLE
TWO

      


      ASSUMPTION
AND AGREEMENTS

      


      SECTION 2.1.  The Successor
hereby assumes the due and punctual payment of the principal of (and premium, if
any) and 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 the Indenture on the part of the Company to be performed or
observed.

      


      SECTION 2.2.  Securities
authenticated and delivered after the execution of this Second Supplemental
Indenture may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in this Second
Supplemental Indenture.

      


      SECTION 2.3.  The Successor
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under the Indenture, with the same effect as if the Successor
had been named as the Company therein, and at the Effective Time PepsiAmericas
shall be relieved and discharged of all obligations and covenants under the
Indenture and the Securities.

      


      ARTICLE
THREE

      


      MISCELLANEOUS

      


      SECTION 3.1.  The recitals
contained herein shall be taken as the statements of PepsiAmericas and the
Successor, 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 or the Merger
Agreement.

      


      SECTION 3.2.  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 latter provision shall be deemed to apply to this First
Supplemental Indenture as so modified or to be excluded, as the case may
be.

      


      SECTION 3.3.  Nothing in this
Second Supplemental Indenture, express or implied, shall give to any Person,
other than the parties hereto and their 

       

       

      
        
          
          

        

        
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      successors
under the Indenture and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Second Supplemental Indenture.

      


      SECTION 3.4.  This Second
Supplemental Indenture shall be governed by and construed in accordance with the
laws of the State of Illinois.

      


      SECTION 3.5.  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 3.6.  Notwithstanding
anything to the contrary elsewhere herein, this Second Supplemental Indenture
shall become effective only as of the Effective Time.  If PepsiCo
shall notify the Trustee in writing that the Effective Time will not occur, then
the provisions hereof shall not become effective.

      


      


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      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.

      


       

      
        	
                PEPSI-COLA
      METROPOLITAN BOTTLING COMPANY, INC.

                 

              	 
	
                By:

              	      
                /s/
      J. Darrell Thomas

              	 
	 
    	
                Name:

              	
                J.
      Darrell Thomas

              	 
	 
    	
                Title:

              	
                Vice
      President and Treasurer

              	 


      

      


      


      
        	
                PEPSIAMERICAS,
      INC.

                 

              	 
	
                By:

              	      
                /s/
      Alexander H. Ware

              	 
	 
    	
                Name:

              	
                Alexander
      H. Ware

              	 
	 
    	
                Title:

              	
                Executive
      Vice President and Chief Financial Officer

              	 


      

      


      


      
        	
                THE
      BANK NEW YORK MELLON TRUST COMPANY, N.A.

                 

              	 
	
                By:

              	      
                /s/
      Medita A. Vucic

              	 
	 
    	
                Name:

              	
                Medita
      A. Vucic

              	 
	 
    	
                Title:

              	
                Vice
      President

              	 


      

      


    

     

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