0000950103-10-000536 Sample Contracts

Contract
Second Supplemental Indenture • March 1st, 2010 • Pepsico Inc • Beverages • Illinois

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).

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Contract
First Supplemental Indenture • March 1st, 2010 • Pepsico Inc • Beverages • Minnesota

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”), PepsiAmericas, Inc., a Delaware corporation (“PepsiAmericas”) 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).

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Credit Agreement • March 1st, 2010 • Pepsico Inc • Beverages • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among PEPSIAMERICAS, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) party hereto, PEPSICO, INC., a North Carolina corporation, solely as a guarantor (the “Guarantor”) and CITIBANK, N.A., as agent (the “Agent”) for the Lenders.

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Credit Agreement • March 1st, 2010 • Pepsico Inc • Beverages • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), BOTTLING GROUP, LLC, a Delaware limited liability company (the “Guarantor”), the Lenders (as defined in the Credit Agreement referred to below) party hereto, PEPSICO, INC., a North Carolina corporation, solely as a guarantor (the “Parent Guarantor”) and CITIBANK, N.A., as agent (the “Agent”) for the Lenders.

Contract
First Supplemental Indenture • March 1st, 2010 • Pepsico Inc • Beverages • New York

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).

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