EXHIBIT 4.1
31
JULY 2007
PEPSICO, INC.
as Issuer
THE BANK OF NEW YORK
as Agent and Paying Agent
SUPPLEMENTAL AGENCY AGREEMENT
relating to a Restated and Amended Agency Agreement dated 21
July 2006
in respect of a U.S.$2,500,000,000
EURO MEDIUM TERM NOTE
PROGRAMME
This
Supplemental Agency Agreement is made as of 31
July 2007
Between
:
| (1) |
|
PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New
York 10577 (the Issuer ); |
| |
| (2) |
|
THE BANK OF NEW YORK of One Canada Square, London, E14
5AL. |
| |
| (3) |
|
THE BANK OF NEW YORK (LUXEMBOURG) S.A . of Aerogolf
Center 1A Hoehenhof, Senningerberg L - 1736 Luxembourg. |
Whereas
:
(A) The parties hereto entered into a restated and amended
Agency Agreement dated 21 July 2006 (the Restated and
Amended Agency Agreement ) in respect of a
U.S.$2,500,000,000 Euro Medium Term Note Programme (the
Programme ) of the Issuer.
(B) The parties hereto have agreed to make certain
modifications to the Restated and Amended Agency Agreement by way
of this Supplementary Agency Agreement.
(C) As the result of the acquisition of the agency business of
JPMorgan Chase Bank N.A. by The Bank of New York, JPMorgan Chase
Bank N.A. has been replaced as Agent and J.P. Morgan Bank
Luxembourg S.A. has been replaced as Paying Agent by The Bank of
New York (Luxembourg) S.A. under the Programme.
It
is hereby agreed as follows:
1.
Interpretation
1.1
Capitalised terms used in this Supplemental Agency Agreement but
not defined herein shall have the meanings given to them in the
Restated and Amended Agency Agreement.
2.
Amendments to the
Restated and Amended Agency Agreement
2.1 All
references in the Restated and Amended Agency Agreement to
“JPMorgan Chase Bank N.A.” as Agent shall instead be
construed as “The Bank of New York”.
2.2 All
references in the Restated and Amended Agency Agreement to
“J.P. Morgan Bank Luxembourg S.A.” as Paying Agent
shall instead be construed as “The Bank of New York
(Luxembourg) S.A.”.
3.
Descriptive
headings
The
descriptive headings in this
