Exhibit
4.1

       

       

      EXECUTION
COPY

       

       

    

    
      FIRST SUPPLEMENTAL
INDENTURE  (this “First Supplemental Indenture”), dated as of February
26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey
corporation (the “Successor”), Bottling Group, LLC, a Delaware limited liability
company (the “Guarantor”), The Pepsi Bottling Group, Inc., a Delaware
corporation (“PBG”) 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, PBG, the Guarantor and the
Trustee have heretofore executed and delivered a certain indenture, dated as of
March 8, 1999 (as amended and supplemented hereby, the “Indenture”) providing
for the issuance of Notes;

      


      WHEREAS, PBG, 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 PBG with and into the Successor, with the Successor
continuing its corporate existence under the laws of the State of New
Jersey;

      


      WHEREAS, Sections 701 and 702 of the
Indenture provide, among other things, that the Obligor may consolidate or merge
with or into, or transfer or lease all or substantially all of its assets to,
another corporation, provided
that, among other things, the surviving corporation shall expressly
assume the due and punctual payment of the principal, 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;

      


      WHEREAS, Section 801(1) of the
Indenture provides, among other things, that, without the consent of any Holders
of any Notes, the Obligor, the Guarantor and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental to the
Indenture to evidence the succession of another corporation to the Obligor, or
successive successions, and the assumption by any such successor of the
covenants, agreements and obligations of the Obligor;

      


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

      


       

      
        
          
          

        

        
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      WHEREAS, the execution and delivery of
this First Supplemental Indenture have been authorized by resolutions of the
boards of directors of the Successor, the Guarantor and PBG; and

      


      WHEREAS, all conditions precedent and
requirements necessary to make this First 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, the
Guarantor, PBG and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Notes.

      


      ARTICLE
ONE

      


      REPRESENTATIONS
OF PBG, THE GUARANTOR AND THE SUCCESSOR

      


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

      


      SECTION 1.1.  It is a limited
liability company or corporation duly formed or 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 First 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 PBG 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 First
Supplemental Indenture is executed and delivered pursuant to Sections 801(1) of
the Indenture and does not require the consent of any Holders of the
Notes.

      


      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 Notes, 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 Obligor to be performed or
observed.

      


      SECTION 2.2.  Notes
authenticated and delivered after the execution of this First 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 First Supplemental
Indenture.

      


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

      


      


      ARTICLE
THREE

      


      MISCELLANEOUS

      


      SECTION 3.1.  The recitals
contained herein shall be taken as the statements of PBG, the Guarantor 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 First Supplemental Indenture or the Merger
Agreement.

      


      SECTION 3.2.  If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this First Supplemental Indenture by any of
the provisions of the Trust Indenture Act of 1939, such required provision shall
control.

      


      SECTION 3.3.  Nothing in this
First 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
First Supplemental Indenture.

       

       

      
        
          
          

        

        
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      SECTION 3.4.  This First
Supplemental Indenture shall be governed by and construed in accordance with the
laws of the State of New York.

      


      SECTION 3.5.  This First
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 First 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 First 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

              	 


      

      


      


      
        	
                THE
      PEPSI BOTTLING GROUP, INC.

                 

              	 
	
                By:

              	      
                /s/
      Brian Newman

              	 
	 
    	
                Name:

              	
                Brian
      Newman

              	 
	 
    	
                Title:

              	
                Vice
      President and Treasurer

              	 


      

      


      


      
        	
                BOTTLING
      GROUP, LLC,

                     as
      guarantor

                 

              	 
	
                By:

              	      
                /s/
      David Yawman

              	 
	 
    	
                Name:

              	
                David
      Yawman

              	 
	 
    	
                Title:

              	
                Managing
      Director-Delegatee

              	 


      

      


      


      
        	
                THE
      BANK OF NEW YORK MELLON, as trustee

                 

              	 
	
                By:

              	      
                /s/
      Francine Kincaid

              	 
	 
    	
                Name:

              	
                Francine
      Kincaid

              	 
	 
    	
                Title:

              	
                Vice
      President

              	 


      

       

       

       

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