U.S. $250,000,000 364-DAY SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 1, 2002Credit Agreement • March 28th, 2003 • Pepsi Bottling Group Inc • Beverages • New York
EXECUTION COUNTERPART _________________________________________________________ _______________________ U.S. $500,000,000 5-YEAR CREDIT AGREEMENT Dated as of April 28, 2004Credit Agreement • July 21st, 2004 • Pepsi Bottling Group Inc • Beverages • New York
BOTTLING GROUP, LLC (as Obligor) andPepsi Bottling Group Inc • March 28th, 2003 • Beverages • New York
Form of Non-Employee Director Restricted Stock AgreementRestricted Stock Agreement • October 13th, 2004 • Pepsi Bottling Group Inc • Beverages • Delaware
ARTICLE I DEFINITIONSPepsi Bottling Group Inc • October 7th, 2002 • Beverages • New York
Exhibit 1 THE PEPSI BOTTLING GROUP, INC. (a Delaware corporation) 85,000,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: , 1999 THE PEPSI BOTTLING GROUP, INC. (a Delaware corporation) 85,000,000 Shares of Common Stock (Par Value $.01 Per...Purchase Agreement • March 24th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
1 EXHIBIT 4.7 EXECUTION COUNTERPART U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of May 3, 2000Extension Agreement • March 28th, 2001 • Pepsi Bottling Group Inc • Beverages • New York
as Obligor)Pepsi Bottling Group Inc • March 24th, 1999 • Beverages • New York
FORM OF PBG 2004 LONG-TERM INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENTPepsi Bottling Group Inc • October 13th, 2004 • Beverages • Delaware
EXHIBIT 4.9 BOTTLING GROUP, LLC 4-5/8% SENIOR NOTES DUE NOVEMBER 15, 2012 REGISTRATION RIGHTS AGREEMENTPepsi Bottling Group Inc • March 28th, 2003 • Beverages • New York
1 EXHIBIT 4.5 CONFORMED COPY U.S. $250,000,000 364 DAY CREDIT AGREEMENT Dated as of April 22, 1999Day Credit Agreement • March 23rd, 2000 • Pepsi Bottling Group Inc • Beverages • New York
ARTICLE I DEFINITIONSPepsi Bottling Group Inc • October 7th, 2002 • Beverages • New York
Exhibit 10.10 FIRST SUPPLEMENTAL INDENTURE Dated as of February 8, 1999Pepsi Bottling Group Inc • March 24th, 1999 • Beverages • New York
Exhibit (d)(3) ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is made as of the 4th day of October 2002 by and among PBG Grupo Embotellador Hispano- Mexicano, S.L., a Spanish limited liability company ("PBG Hispano"), Bottling Group, LLC, a...Escrow Agreement • October 7th, 2002 • Pepsi Bottling Group Inc • Beverages • New York
ARTICLE IRegistration Rights Agreement • February 26th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Form of Non-Employee Director Annual Stock Option AgreementOption Agreement • October 13th, 2004 • Pepsi Bottling Group Inc • Beverages • Delaware
RIGHTS AGREEMENT dated as of May 18, 2009 between THE PEPSI BOTTLING GROUP, INC. and MELLON INVESTOR SERVICES LLC, as Rights AgentRights Agreement • July 14th, 2009 • Pepsi Bottling Group Inc • Beverages • New York
Reference is made to the Rights Agreement, dated as of May 4, 2009 (the “Existing Rights Agreement”), between the Company and the Rights Agent. Concurrently herewith, the Company and the Rights Agent have duly executed and delivered an amendment to the Existing Rights Agreement terminating such Existing Rights Agreement effective as of the Close of Business (as hereinafter defined) on the date hereof.
Exhibit 10.12 FIRST SUPPLEMENTAL INDENTURE Dated as of February 26, 1999Pepsi Bottling Group Inc • March 24th, 1999 • Beverages • New York
BOTTLING GROUP, LLC (as Obligor) and JPMORGAN CHASE BANK, N.A. (as Trustee) Indenture Dated as of March 30, 2006 SENIOR NOTESPepsi Bottling Group Inc • May 1st, 2006 • Beverages • New York
THIS INDENTURE, between Bottling Group, LLC, a Delaware limited liability company (the “Obligor”), having its principal office at One Pepsi Way, Somers, New York 10589, and JPMorgan Chase Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), is made and entered into as of this 30th day of March, 2006.
BETWEEN PEPSICO, INC. ANDMaster Bottling Agreement • March 11th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
AGREEMENT AND PLAN OF MERGER dated as of August 3, 2009Agreement and Plan of Merger • August 4th, 2009 • Pepsi Bottling Group Inc • Beverages • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 3, 2009 among The Pepsi Bottling Group, Inc., a Delaware corporation (the “Company”), PepsiCo, Inc., a North Carolina corporation (“Parent”), and Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey corporation wholly-owned by Parent (“Merger Subsidiary”).
Exhibit 10.5 SHARED SERVICES AGREEMENT This Shared Services Agreement is dated as of __________________, 1999 by and between PepsiCo, Inc., a North Carolina company ("PEP") and The Pepsi Bottling Group, Inc., a Delaware company ("PBG"). WHEREAS, PEP...Shared Services Agreement • March 24th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
BETWEEN PEPSICO, INC. ANDMaster Fountain Syrup Agreement • March 11th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
SEPARATION AGREEMENT SEPARATION AGREEMENT, dated as of February ___, 1999 (as amended, supplemented or otherwise modified, this "Agreement"), by and between PepsiCo, Inc., a North Carolina corporation ("PEPSICO" or the "CORPORATION"), and The Pepsi...Separation Agreement • February 26th, 1999 • Pepsi Bottling Group Inc • Beverages
PEPSICO, INC. (as Obligor) and THE CHASE MANHATTAN BANK (as Trustee)Assumption Agreement • March 24th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 22nd, 2008 • Pepsi Bottling Group Inc • Beverages
This Amendment No.1 is entered into as of the 1st day of January, 2002 by and among Pepsi Bottling Holdings, Inc. (“Pepsi Holdings”), a Delaware corporation, Bottling Group Holdings, Inc. (“PBG Holdings”), a Delaware corporation, and The Pepsi Bottling Group, Inc. (“PBG”), a Delaware corporation.
U.S. $1,200,000,000 FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 19, 2007 among THE PEPSI BOTTLING GROUP, INC. BOTTLING GROUP, LLC THE LENDERS NAMED HEREIN THE ISSUING LENDERS NAMED HEREIN CITIBANK, N.A., as Agent, CITIGROUP GLOBAL...Credit Agreement • October 25th, 2007 • Pepsi Bottling Group Inc • Beverages • New York
The Company, the Guarantor, the financial institutions party thereto and the Agent are parties to a $450,000,000 5-Year Credit Agreement dated as of March 22, 2006 (as amended, supplemented and modified and in effect on the Effective Date (as hereinafter defined), the “Existing Credit Agreement”). The Borrowers and certain of the lenders party to the Existing Credit Agreement desire to amend the Existing Credit Agreement in certain respects and to restate in its entirety the Existing Credit Agreement, as so amended (this “Agreement”), and, accordingly, the parties hereto hereby agree to amend the Existing Credit Agreement and restate the Existing Credit Agreement, as so amended, in its entirety, effective as of the Effective Date, and otherwise agree as follows:
On this 25th day of December 2008 in Moscow, Russian FederationPepsi Bottling Group Inc • February 20th, 2009 • Beverages
Frito Lay Manufacturing LLC whose registered address is Mezheninova, 5, Kashira, Moscow Region, Russian Federation in the person of its general director, Paul Kiesler acting on the basis of the charter of the company on the one hand
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2005 • Pepsi Bottling Group Inc • Beverages • Delaware
This INDEMNIFICATION AGREEMENT is made and entered into as of the ___day of ___20___, by and between The Pepsi Bottling Group, Inc., a Delaware corporation (“PBG”), and ___, a member of PBG’s Board of Directors (the “Director”).
Settlement AgreementSettlement Agreement • July 19th, 2005 • Pepsi Bottling Group Inc • Beverages
Settlement Agreement dated June 28, 2005 between Bottling Group, LLC, 1 Pepsi Way, Somers, New York 10589 (“PBG”), and PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo”).
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 24th, 2006 • Pepsi Bottling Group Inc • Beverages • Delaware
AGREEMENT made as of the [ ] (the “Grant Date”), by and between The Pepsi Bottling Group, Inc., a Delaware corporation having its principal office at One Pepsi Way, Somers, New York 10589 (“PBG”), and [ ] (“you” or the “Grantee”).
EXHIBIT 13 MANAGEMENT'S FINANCIAL REVIEW -------------------------------------- ------------------------------------------ OVERVIEW -------- Fiscal year 2001 marked the third year for The Pepsi Bottling Group, Inc. (collectively referred to as "PBG,"...Liquidity and Financial • March 28th, 2002 • Pepsi Bottling Group Inc • Beverages
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 4th, 2009 • Pepsi Bottling Group Inc • Beverages
AMENDMENT NO. 1, dated as of August 3, 2009 (this “Amendment No. 1”), to the Rights Agreement (the “Rights Agreement”), dated as of May 18, 2009, between THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
BETWEEN PEPSICO, INC. ANDNon-Cola Bottling Agreement • March 11th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
PRIVATE LIMITED COMPANY AGREEMENT OF PR BEVERAGES LIMITED MARCH 1, 2007Private Limited Company Agreement • May 1st, 2007 • Pepsi Bottling Group Inc • Beverages
This Private Limited Company Agreement (the “Agreement”) is concluded this 1st day of March 2007 between PBG Beverages Ireland Limited (“PBG Ireland”) and PepsiCo (Ireland), Limited (“PepsiCo Ireland”) (each a “Member” and, collectively, the “Members”) and PR Beverages Limited (“the Company”).
