Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedBecton, supplemented Xxxxxxxxx and otherwise modified and in effect from time to timeCompany, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a New Jersey corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bank, as administrative agent to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), ) the Securities [and the banks party thereto Warrants] specified in Schedule II hereto (the "Initial LendersDesignated Securities"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 Each of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (ii) no Default has occurred as therein defined), and is continuingalso a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Company Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the Guarantor hereby agree address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this Substitution Letter letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be governed bysubmitted to the Company for examination upon request, and construed in accordance with, but without warranty on the law part of the State of New York. The Company and the Guarantor hereby submit Representatives as to the nonexclusive jurisdiction authority of the United States District Court for the Southern District of New York signers thereof. Very truly yours, Becton, Xxxxxxxxx and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxCompany

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Security Agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “Security Agreement") ;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of April 28December 17, 2004 among The Pepsi Bottling Group2010, Inc. (made by NOVELIS INC., a corporation amalgamated under the "Company")Canada Business Corporations Act, Bottling GroupNOVELIS CORPORATION, LLC (a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS BRAND LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, and ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company and the "Guarantor")Guarantors party thereto, JPMorgan Chase Bankin favor of BANK OF AMERICA, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the "“Collateral Agent"), and the banks party thereto (the "Initial Lenders"”). Terms defined in This Joinder Agreement (“Joinder Agreement”) supplements the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Security Agreement and designates is delivered by the Guarantor as the exclusive Borrower thereunderundersigned, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:[___________________________ Name: Title: BOTTLING GROUP] (the “New Pledgor”), LLC By:____________________________ Name: Title: Form pursuant to Section 3.5 of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, ____ To JPMorgan Chase Bankcovenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement (provided that for purposes of this sentence, references in such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of this Joinder Agreement). Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as Agent Attention: Xxxxxx Xxxxxxcollateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile, e-mail or other electronic transmission (including in pdf format or other similar format) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement. THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS JOINDER AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS JOINDER AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit AgreementAgreement until such designation is terminated in accordance with said Section 2.17. The Guarantor Borrowing Subsidiary hereby accepts the above substitution designation and hereby expressly and unconditionally accepts the obligations of the Company a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as upon your execution and return to the Company of the date hereofenclosed copy of this letter, the Guarantor such Borrowing Subsidiary shall become be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Companya Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the Guarantor hereby represent transactions contemplated thereby and warrant to for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender that, before may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and after giving effect to this Substitution Letter, (i) warrants that each of the representations and warranties set forth in Section 4.01 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect as if each reference therein to the substitution contemplated hereby Company were a reference to the Borrowing Subsidiary Form of Designation Letter -------------------------- NY3:#7330584v6 and as if made on and as of each reference therein to the date hereof and (ii) no Default has occurred and is continuingLoan Documents were a reference to this Designation Letter. The Company Borrowing Subsidiary hereby agrees that this Designation Letter and the Guarantor hereby agree that this Substitution Letter Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor Borrowing Subsidiary hereby submit submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court or Federal court of the United States of America sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Substitution Letter Designation Letter, the Credit Agreement or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the transactions contemplated herebyfullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Credit Agreement. Without limiting the foregoing, the Borrowing Subsidiary joins in the submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. THE PEPSI BOTTLING GROUP, INC. By:: _____________________________ Name: Title: BOTTLING GROUP, LLC [NAME OF BORROWING SUBSIDIARY] By:: ______________________________ Name: Title: Form of Substitution Designation Letter --------------------------- -------------------------- NY3:#7330584v6 ACCEPTED: JPMORGAN CHASE BANK, as Agent By: ___________________________________ Name: Title: Form of Designation Letter -------------------------- NY3:#7330584v6 EXHIBIT F E [FORM OF TERMINATION SUBSTITUTION LETTER] ____________, ____ To JPMorgan Chase Bank, Bank as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference As a Lender party to the 5-Year Credit Agreement, we have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement are in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under by you except in connection with the Credit Agreement proposed [participation] [assignment] mentioned above and designates the Guarantor as the exclusive Borrower thereunder(B) you shall use reasonable precautions, in accordance with Section 2.17 your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Credit Agreement. The Guarantor hereby accepts Lenders or the above substitution and hereby expressly and unconditionally accepts Confidentiality Agreement 185 Xxxxxxxxxxxxxx Xxxxx, (xxx) xx bank examiners, auditors or accountants, (iv) to the obligations Administrative Agent or any other Lender (or to Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Company under Lenders or the Credit AgreementAdministrative Agent are a party, adheres (vi) to the Credit Agreement and agrees and confirms that, a subsidiary or affiliate of yours as of the date hereof, the Guarantor shall become a Borrower for purposes provided in Section 11.12(a) of the Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and agrees delivers to be bound by and perform and comply with the terms and provisions of the Credit you a Confidentiality Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth substantially in the last sentence form hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of subsection any request for disclosure of any such non-public information (eA) thereof and in subsection (f) by any governmental agency or representative thereof (other than clause any such request in connection with an examination of your financial condition by such governmental agency) or (iiB) thereof)pursuant to legal process and (y) are true and correct that in all material respects on the date hereof and after giving effect no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the substitution contemplated hereby foregoing by signing as if made on provided below the enclosed copy of this Confidentiality Agreement and as of returning the date hereof and (ii) no Default has occurred and is continuingsame to us. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed byVery truly yours, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM INSERT NAME OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxLENDER]

Ladies and Gentlemen. We make reference The Borrower has requested the Agent and the Banks to consent to application of a permanent reduction of the 4-Year Commitment (which will also constitute a permanent reduction of the Commitment) in the manner described below. Capitalized terms used herein and not expressly defined herein shall have the respective meanings assigned thereto in the Agreement. Subsequent to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, execution of the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres prior to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become Borrower executed a $50,000,000 private placement financing. The Borrower for purposes now desires to permanently reduce the 4-Year Commitment by $50,000,000 pursuant to Section 2.09 of the Credit Agreement Agreement, but to apply (i) at least $45,000,000 of such reduction on a non-pro rata basis in Xxxxxxx'x discretion to the Pro Rata Shares of the 4-Year Commitment held by the five Banks currently holding the largest Pro Rata Shares of the 4-Year Commitment (the "Five Banks") and agrees (ii) up to $5,000,000 of the $50,000,000 4-Year Commitment reduction in Xxxxxxx'x discretion to the Pro Rata Shares of the 4-Year Commitment held by any of the Banks on a non-pro rata basis; provided that after giving effect to such reduction in the 4-Year Commitment none of the Five Banks' Pro Rata Shares of the 4-Year Commitment shall have been reduced by more than $15,000,000 and Fleet National Bank shall retain the largest Pro Rata Share of the 4-Year Commitment. Xxxxxxx hereby requests the consent of the Banks and the Agent to such 4-Year Commitment permanent reduction which shall occur only upon the consents of the Banks and the Agent becoming effective. Borrower's request for consent shall be bound deemed withdrawn unless the consent hereto of the Banks and the Agent shall have become effective by April 30, 2000 unless such date is extended by notice from the Borrower to the Agent. The Agent and perform the Banks hereby consent to said permanent reduction of the 4-Year Commitment in this one instance and comply with waive the terms and provisions of Sections 2.09, 2.16 and 2.18 to the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Companyextent any of such Sections may be inconsistent with said permanent reduction. The Company Agent, the Banks and the Guarantor Borrower hereby represent confirm that future permanent reductions in the Commitment pursuant to Section 2.09 of the Agreement may be applied by the Borrower toward a reduction in the 4-Year Commitment and/or 364-Day Commitment as Borrower determines, so long as any such reduction is applied on a pro rata basis to the Pro Rata Shares of the Commitment being reduced. The Borrower, the Agent and warrant the Banks hereby agree that immediately after such permanent reduction of the 4-Year Commitment Exhibit K to the Loan Agreement shall thereupon be deemed amended to accurately reflect the Pro Rata Shares of the Banks after giving effect to said permanent reduction of the 4-Year Commitment. The Borrower represents that no Default or Event of Default exists under the Agreement. The amendment and consent contained herein are limited to the voluntary permanent reduction of the 4-Year Commitment described above only and are not nor shall they be construed as an amendment and/or consent with respect to any other reduction of the Commitment. Except to the extent of the above-referenced amendment and consent, each of the above-referenced provisions in the Agreement shall remain in full force and effect. The signatures below on behalf of each of the Borrower, the Agent and each Bank establishes said party's consent to and agreement with the foregoing. FLEET NATIONAL BANK, as Agent and a Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUPBy: /s/ Xxxx X. X'Xxxxxxxx Name: Xxxx X. X'Xxxxxxxx Title: Vice President AGREED TO: XXXXXXX, INC. By:___________________________ : /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: BOTTLING GROUPAssistant Treasurer LENDERS: BANK OF AMERICA, LLC N.A., as Bank and as Syndication Agent By:____________________________ : /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Form Vice President FIRST UNION NATIONAK BANK, as a Bank and as Documentation Agent By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice Pres. WACHOVIA BANK, N.A., as a Bank and as a Senior Managing Agent By: /s/ M. Xxxxxx Xxxx, III Name: M. Xxxxxx Xxxx, III Title: Senior Vice President THE CHASE MANHATTAN BANK, as a Bank and as a Senior Managing Agent By: /s/ Xxxxxxxx Xxxxxxx, Xx. Name: Xxxxxxxx Xxxxxxx, Xx. Title: Vice President THE NORTHERN TRUST COMPANY., as a Bank By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President THE GOVERNOR & COMPANY OF THE BANK OF IRELAND, as a Bank By: /s/ Xxxx X'Xxxxxxx Name: Xxxx X'Xxxxxxx Title: Executive MELLON BANK, N.A., as a Bank By: /s/ Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxx, Xx. Title: Vice President BANCA MONTE DEI PASCHI DI SIENA S.P.A., as a Bank By: /s/ G. Nataliechi Xxxxxxx X. Xxxxxxx Name: G. Nataliechi Xxxxxxx X. Xxxxxxx Title: S.V.P. & Vice President General Manager XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as a Bank By: /s/ R. Xxxxx Xxxxx Name: R. Xxxxx Xxxxx Title: Vice President THE BANK OF NOVA SCOTIA, as a Bank By: /s/ X.X. Xxxxx Name: X.X. Xxxxx Title: Managing Director KBC BANK N.V., as a Bank By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Vice President HIBERNIA NATIONAL BANK, as a Bank By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Assistant Vice President EXHIBIT K PRO RATA SHARES Name of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Address for Notices and Instructions for Wire Transfers Pro Rata Share Fleet National Bank 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxx XxxxxxXxxx X. X'Xxxxxxxx Vice President Telephone: (000) 000-0000 Telecopy: (000) 000-0000 E-mail: xxxx_x_x'xxxxxxxx@xxxxx.xxx Loans and Commitment 18.00% 364-Day Loan and 364-Day Commitment 12.00% 4-Year Loan and 4-Year Commitment 20.0000000000% Wire Transfer Instructions: Fleet National Bank Boston, Massachusetts ABA #000000000 (FNB-MA) Account: Commercial Loan Services Attn: Agent Bank MA Account #: 0000000 G/L Re: Xxxxxxx, Inc. ******************* Name of LENDER, address for notices and Instructions for Wire Transfers Pro Rata Share For Credit Matters:

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Agreement that certain security agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “Security Agreement") ”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of April 28August 3, 2004 among The Pepsi Bottling Group2015, Inc. made by XXXXXX & XXXXX, INC., a Delaware corporation (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"“Borrower”), and the banks other Grantors party thereto in favor of BANK OF AMERICA, N.A., as collateral agent for the Credit Parties (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This letter supplements the Security Agreement and is delivered by the undersigned, [ ] (the "Initial Lenders"“New Grantor”), pursuant to Section 3.3 of the Security Agreement. Terms defined The New Grantor hereby agrees to be bound as a Grantor by all of the terms, covenants and conditions set forth in the Credit Security Agreement are used herein to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Collateral Agent, as defined thereincollateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Grantor thereunder. The Company New Grantor hereby elects makes each of the representations and warranties and agrees to terminate its rights as a Borrower under each of the Credit covenants applicable to the Grantors contained in the Security Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations Annexed hereto are supplements to each of the Company under the Credit Agreement, adheres schedules to the Credit Agreement and agrees and confirms thatPerfection Certificate with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement, the Credit Agreement, or the Perfection Certificate, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of the date hereofcounterparts and by different parties hereto in separate counterparts, the Guarantor each of which when so executed and delivered shall become a Borrower for purposes of the Credit Agreement and agrees be deemed to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company an original, but all such counterparts together shall constitute one and the Guarantor hereby represent and warrant to the Agent and each Lender thatsame agreement. THIS AGREEMENT SHALL BE GOVERNED BY, before and after giving effect to this Substitution LetterAND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereofEXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx.

Ladies and Gentlemen. We make reference Pursuant to Section 2.10 of the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to timeAgreement, the "Credit Agreement") dated as Borrower hereby notifies the Agent of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (termination of the "Guarantor"), JPMorgan Chase Banktotal amount of the Commitments, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement, effective on the earlier to occur of September 28, 2001 or the effective date of a securitization facility acceptable to the Agent. As of the date hereof, and from now until the effective date of this notice, there are and shall be no Loans, as defined in the Credit Agreement, outstanding under the Facility. The Borrower acknowledges that it continues to be obligated to Wachovia Bank, N.A. (individually, and together with Wachovia Securities, Inc., collectively, "Wachovia") for obligations with respect to letters of credit issued by Wachovia, for obligations relating to foreign exchange agreements, for treasury management services, and for obligations under the Letter Agreement, and all such obligations, together with all hereafter created or arising obligations of the Borrower to Wachovia of whatever nature (the "Continuing Obligations ) are and shall continue to be secured under the Security Agreement, subject to the provisions of Section 2 of the Security Agreement are used herein entitled "AGREEMENT TO RELEASE." The Borrower hereby grants to Wachovia, individually and not as Agent, a security interest in the Collateral, as defined in the Security Agreement, to secure the Continuing Obligations, subject to Section 2 of the Security Agreement. Notwithstanding the foregoing, Wachovia hereby agrees to release the Bank Accounts, as defined in the Security Agreement, on the same terms and conditions as set forth in Section 2 with respect to the Release, as defined therein. The Company hereby elects Borrower and Wachovia have entered into the Letter Agreement with the intention of exercising commercially reasonable efforts to terminate bring together a syndicate of banks willing to issue commitments to fund a facility as described in the Letter Agreement (the "New Facility"), which New Facility will include a letter of credit facility. The existing letters of credit issued by Wachovia will constitute a portion of such letter of credit facility. The letter of credit facility will be secured by the collateral which will secure the New Facility, and the existing Security Agreement shall be terminated. The Borrower agrees that its rights as a Borrower obligations under the Credit Letter Agreement and designates the Guarantor as the exclusive Borrower thereunder, shall continue in accordance with Section 2.17 the terms thereof and shall be, and are hereby, secured under the Security Agreement. In addition, in the event that the New Facility does not become effective on or prior to October 31, 2001, or if a senior secured credit facility is closed other than with Wachovia as a lender thereunder prior to October 31, 2001, the Borrower agrees to pledge in favor of Wachovia cash collateral equal to at least 100% of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations outstanding Continuing Obligations with respect to letters of the Company under the Credit Agreementcredit, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter which pledge shall be governed bymade pursuant to documents in form and substance reasonably satisfactory to Wachovia in its sole discretion. Sincerely, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. Xxxxxx & Xxxxx Corporation By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: /s/ Xxxxxx XxxxxxX. Xxxxxx ---------------------- Xxxxxx X. Xxxxxx Treasurer

Ladies and Gentlemen. We make reference Reference is made to the 5Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended, supplemented and otherwise amended or modified and in effect from time to time, the "“Credit Agreement"”) dated as among Tyco International Holding S.à x.x., a private limited liability company incorporated under the laws of April 28, 2004 among The Pepsi Bottling Group, Inc. Luxembourg (the "Company"“Borrower”), Bottling Groupthe Lenders (as defined in the Credit Agreement) party thereto and Citibank, LLC (the "Guarantor"), JPMorgan Chase BankN.A., as administrative agent for the Lenders (the "“Administrative Agent"), and the banks party thereto (the "Initial Lenders"”). Terms defined in the Credit Agreement are used herein as with the same meaning unless otherwise defined therein. The Company hereby elects herein, and all references to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 Sections herein are references to Sections of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations Pursuant to Section 2.15 of the Company under the Credit Agreement, adheres the Borrower delivered to the Credit Agreement and agrees and confirms that, Administrative Agent a Commitment Increase Notice dated as of March 1, 2018 (the date hereof“Commitment Increase Notice”), requesting that the aggregate amount of the Commitments be increased, and, subject to the terms and conditions of this consent (this “Consent”), the Guarantor shall become a Borrower for purposes and the Lenders party hereto hereby agree to increase the aggregate amount of the Commitments to $1,250,000,000. Each Lender executing this Consent agrees to increase its Commitment to the amount so indicated on the attached Schedule I. This agreement to increase the Commitments is subject in all respects to the terms of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions is irrevocable. The increase of Commitments shall become effective as of the Credit Agreement applicable to it as if it had originally date first above written when, and only when, the Administrative Agent shall have received counterparts of this Consent executed by the Credit Agreement as Borrower and each of the CompanyIncreasing Lenders. The Company and the Guarantor hereby represent and warrant increase of Commitments is further subject to the delivery to the Administrative Agent of (a) a certified copy of resolutions of the board of managers of the Borrower approving the Commitment Increase and each Lender that, before and after giving effect to (b) a certificate of the Borrower (which may take the form of the certifications set forth in the Commitment Increase Notice) certifying that as of the date of this Substitution Letter, Consent (i) the representations and warranties of the Borrower set forth in Section 4.01 Article III of the Credit Agreement (except or any other Loan Document, or which are contained in any certificate or notice delivered at any time by the Borrower under or in connection therewith, and the representations and warranties of each Subsidiary Guarantor set forth in Article III of its Subsidiary Guaranty, were true and correct in all material respects on and as of the last sentence date of subsection (e) thereof the Commitment Increase Notice and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof Increase Date, before and after giving effect to the substitution contemplated hereby Commitment Increase, or, if any such representation or warranty was made as if made of a specific date, such representation and warranty was NYDOCS02/1136971 TSaRL Consent to Commitment Increase true and correct in all material respects on and as of the such date hereof and (ii) at the time of and immediately after giving effect to the Commitment Increase, no Default has shall have occurred and is be continuing. The Company This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the Guarantor hereby agree that same agreement. Delivery of an executed counterpart of a signature page to this Substitution Letter Consent by facsimile or electronic communication (.pdf file) shall be effective as delivery of a manually executed counterpart of this Consent. This Consent shall be governed by, and construed in accordance with, the law laws of the State of New York. The Company and the Guarantor hereby submit NYDOCS02/1136971 TSaRL Consent to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxCommitment Increase

Ladies and Gentlemen. We make reference to the 5364-Year Day Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 2830, 2004 2003 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ : Name: Title: BOTTLING GROUP, LLC By:____________________________ : Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] LETTER ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 2830, 2004 2003 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ : Name: Title: BOTTLING GROUP, LLC By:____________________________ : Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] LETTER ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5364-Year Day Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 2830, 2004 2003 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit AgreementAgreement until such designation is terminated in accordance with said Section 2.17. The Guarantor Borrowing Subsidiary hereby accepts the above substitution designation and hereby expressly and unconditionally accepts the obligations of the Company a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as upon your execution and return to the Company of the date hereofenclosed copy of this letter, the Guarantor such Borrowing Subsidiary shall become be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Companya Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the Guarantor hereby represent transactions contemplated thereby and warrant to for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender that, before may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and after giving effect to this Substitution Letter, (i) warrants that each of the representations and warranties set forth in Section 4.01 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect as if each reference therein to the substitution contemplated hereby Company were a reference to the Borrowing Subsidiary Form of Designation Letter and as if made on and as of each reference therein to the date hereof and (ii) no Default has occurred and is continuingLoan Documents were a reference to this Designation Letter. The Company Borrowing Subsidiary hereby agrees that this Designation Letter and the Guarantor hereby agree that this Substitution Letter Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor Borrowing Subsidiary hereby submit submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court or Federal court of the United States of America sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Substitution Letter Designation Letter, the Credit Agreement or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the transactions contemplated herebyfullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Credit Agreement. Without limiting the foregoing, the Borrowing Subsidiary joins in the submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. THE PEPSI BOTTLING GROUP, INC. By:: ____________________________________ Name: Title: BOTTLING GROUP, LLC [NAME OF BORROWING SUBSIDIARY] By:: ____________________________________ Name: Title: Form of Substitution Designation Letter --------------------------- NY3:#7330584v6 ACCEPTED: JPMORGAN CHASE BANK, as Agent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT F [E FORM OF TERMINATION LETTER] SUBSTITUTION LETTER ____________, ____ To JPMorgan Chase Bank, Bank as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 2830, 2004 2003 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit AgreementAgreement until such designation is terminated in accordance with said Section 2.17. The Guarantor Borrowing Subsidiary hereby accepts the above substitution designation and hereby expressly and unconditionally accepts the obligations of the Company a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as upon your execution and return to the Company of the date hereofenclosed copy of this letter, the Guarantor such Borrowing Subsidiary shall become be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Companya Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the Guarantor hereby represent transactions contemplated thereby and warrant to for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender that, before may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and after giving effect to this Substitution Letter, (i) warrants that each of the representations and warranties set forth in Section 4.01 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect as if each reference therein to the substitution contemplated hereby Company were a reference to the Borrowing Subsidiary Form of Designation Letter and as if made on and as of each reference therein to the date hereof and (ii) no Default has occurred and is continuingLoan Documents were a reference to this Designation Letter. The Company Borrowing Subsidiary hereby agrees that this Designation Letter and the Guarantor hereby agree that this Substitution Letter Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor Borrowing Subsidiary hereby submit submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court or Federal court of the United States of America sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Substitution Letter Designation Letter, the Credit Agreement or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the transactions contemplated herebyfullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Credit Agreement. Without limiting the foregoing, the Borrowing Subsidiary joins in the submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. THE PEPSI BOTTLING GROUP, INC. By:: ____________________________________ Name: Title: BOTTLING GROUP, LLC [NAME OF BORROWING SUBSIDIARY] By:: ____________________________________ Name: Title: Form of Substitution Designation Letter --------------------------- NY3:#7330584v6 ACCEPTED: JPMORGAN CHASE BANK, as Agent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT F [E FORM OF TERMINATION LETTER] SUBSTITUTION LETTER ____________, ____ To JPMorgan Chase Bank, Bank as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedThe Washington Post Company, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a Delaware corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated . . . . . . . . . . . ., 19 . . (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bankbetween the Company on the one hand and [the Representative] [and (names of Co-Representatives named therein)] on the other hand], as administrative agent to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Securities specified in Schedule II hereto (the "Initial LendersDesignated Securities"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 Each of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (ii) no Default has occurred as therein defined), and is continuingalso a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Company Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the Guarantor hereby agree address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ONE FOR THE COMPANY AND EACH OF THE REPRESENTATIVES PLUS ONE FOR EACH COUNSEL] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this Substitution Letter letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be governed bysubmitted to the Company for examination upon request, and construed in accordance with, but without warranty on the law part of the State of New York. The Company and the Guarantor hereby submit Representatives as to the nonexclusive jurisdiction authority of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated herebysigners thereof. THE PEPSI BOTTLING GROUPVery truly yours, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxThe Washington Post Company