MASTER GUARANTEEGuarantee • October 5th, 2010 • Pepsico Inc • Beverages • New York
GUARANTEE (this “Guarantee”), dated as of October 5, 2010 among (i) PEPSICO, INC., a North Carolina corporation (the “Guarantor”), (ii) BOTTLING GROUP, LLC, a Delaware limited liability company (“BGLLC”) and (iii) PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC., a New Jersey corporation (“Metro,” and together with BGLLC, the “Obligors,” and each, an “Obligor”), as successor to (x) PepsiAmericas, Inc., a Delaware corporation (“PAS”) under (I) that certain indenture (as amended and supplemented from time to time, the “PAS 1993 Indenture”) dated as of January 15, 1993 between PAS (as successor to Whitman Corporation, a Minnesota corporation (“Whitman Corp.”)) 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 (together with its successors, the “PAS 1993 Indenture Trustee”) and (II) that certain indenture (as amended and supplemented from time to time, the “PAS 2003 Indenture”) dated as of August 15, 2003
