EX-4.2



 







Exhibit 4.2



Form of Debt Security




          THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



BOTTLING GROUP, LLC

% Senior Note due




			
	Registered	 	 
	 	 	 
	No. R-
	 	CUSIP
	 	 	 
	 
	 	PRINCIPAL AMOUNT: $






     BOTTLING GROUP, LLC, a Delaware limited liability company (herein called the “Obligor”), for
value received, hereby promises to pay to Cede & Co. as nominee for The Depository Trust Company
(the “Holder”) or to its registered assigns, the principal sum listed on the Schedule of Exchanges
of Interests in the Global Note on            (the “Maturity Date”), and to pay interest on said
principal sum (computed on the basis of a 360-day year of twelve 30-day months) semi-annually on      
and       of each year (each, an
“Interest Payment Date”),
          
commencing
           at the
rate of     
% per annum of the principal amount then outstanding from the original issuance date of this
Note, until payment of the principal sum has been made or duly provided for.



     The interest so payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Record Date for such Interest
Payment Date, which shall be the 15th day (whether or not a Business Day) next preceding such
Interest Payment Date, provided that interest payable on an Interest Payment Date that is a
Redemption Date or the Maturity Date shall be payable to the Person to whom principal is payable.
Any such interest that is payable but is not so punctually paid or duly



 









 







provided for shall forthwith cease to be payable to the registered Holder on such Record Date
and may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less
than 10 days prior to such Special Record Date.



     Payment of the principal and interest on this Note will be made at the Place of Payment in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     Reference is made to the further provisions of this Note and to certain definitions set forth
on the reverse hereof, which shall have the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     IN WITNESS WHEREOF, the Obligor has caused this instrument to be duly executed by manual or
facsimile signature.



     Dated:                               , 200[   ].



	 	 	 	 	 
	 	 	BOTTLING GROUP, LLC,
	 
	 	 	 	 
	 

	 	     by:	 	 
	 

	 	 	 	 

     Authorized Officer
	 
	 	 	 	 
	 

	 	     by:	 	 
	 

	 	 	 	 

     Authorized Officer






     This is one of the Notes designated herein and referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Trustee,
	 
	 	 	 	 
	 

	 	     by:	 	 
	 

	 	 	 	 

     Authorized Officer






 









 






BOTTLING GROUP, LLC




% Senior Note due




     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated; provided, that the term “Notes” shall mean the
Obligor’s       % Senior Notes due            , issued under the Indenture hereinafter referred to.



     1. INTEREST. Bottling Group, LLC, a Delaware limited liability company (the “Obligor”),
promises to pay interest on the principal amount of this Note at the rate of     % per annum from      
until payment of the principal amount hereof has been made or duly provided for. The Obligor
shall pay interest on each Interest Payment Date (or if such day is not a Business Day, on the next
succeeding Business Day and no interest on the amount payable on such Interest Payment Date shall
accrue for the intervening period). Interest on the Notes shall accrue from the most recent date
to which interest has been paid or duly provided for or, if no interest has been paid, from the
Issue Date; provided that if there is no existing default or Event of Default relating to the
payment of interest, and if this Note is authenticated between a Record Date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be      
        . The Obligor shall pay interest (including post-petition interest in any proceeding under any
Federal or State bankruptcy, insolvency, reorganization, or other similar law) on overdue principal
and premium, if any, from time to time on demand at the rate borne by this Note. The Obligor shall
pay interest (including post-petition interest in any proceeding under any Federal or State
bankruptcy, insolvency, reorganization, or other similar law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.



     2. METHOD OF PAYMENT. The Obligor shall pay interest on the Notes (except Defaulted Interest)
to the Persons who are registered Holders of Notes on the Record Date therefor, even if such Notes
are cancelled after such Record Date and on or before such Interest Payment Date, except as
provided in Section 2.06 of the Indenture, provided that interest payable on an Interest Payment
Date that is a Redemption Date or the Maturity Date shall be payable to the Person to whom
principal is payable. The Notes shall be payable as to principal, premium, if any, and interest at
the office or agency of the Obligor maintained for such purpose as set forth in Section 9.02 of the
Indenture, or, at the option of the Obligor, payment of interest may be made through DTC,
Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, to the
Holders thereof. Payment of principal of, premium, if any, and interest on the Notes shall be in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     3. PAYING AGENT AND REGISTRAR. Initially, JPMorgan Chase Bank, N.A., the Trustee under the
Indenture, shall act as Paying Agent and Registrar. The Obligor may appoint and change any Paying
Agent or Registrar without notice to any Holder. The Obligor or any of its Subsidiaries may act in
any such capacity.



 









 





     4. INDENTURE. The Obligor issued the Notes under an Indenture dated as of            (as it may
be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”)
between the Obligor and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The
Indenture provides for the issuance of senior notes in one or more series (the “Senior Notes”) and
reference is made to the Indenture for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Obligor, the Trustee and the Holders of the Senior Notes
and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated on the face hereof limited in aggregate principal amount to $       .



     5. OPTIONAL REDEMPTION. The Notes will be redeemable, in whole or in part, upon not less than
30 nor more than 60 days’ notice, at any time at the option of the Obligor, at the Redemption Price
equal to the greater of: (1) 100% of the principal amount of the Notes being redeemed or (2) as
determined by one of the Reference Treasury Dealers appointed by the Trustee after consultation
with the Obligor, the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes being redeemed (not including any portion of such payments of interest on
the Notes accrued to the Redemption Date) from the Redemption Date to the Maturity Date discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Rate plus     basis points; plus, for (1) or (2)
above, whichever is applicable, accrued and unpaid interest on such Notes to, but not including,
the Redemption Date.



     6. MANDATORY REDEMPTION. The Obligor shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.



     7. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in
whole multiples of $1,000.



     8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of
Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Obligor may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Obligor need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Obligor need not exchange or register the transfer of any Notes for a
period of 15 days before the day of the mailing of a notice of redemption.



 









 





     9. PERSONS DEEMED OWNERS. Except as provided in the Indenture, the registered Holder of a Note
on the Registrar’s books may be treated as its owner for all purposes under the Indenture.



     10. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the
Obligor and the rights of the Holders of the Notes under the Indenture and the Notes at any time by
the Obligor and the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Senior Notes of all series affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, to waive certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.



     11. DEFAULTS AND REMEDIES. The Indenture provides that each of the following events
constitutes an Event of Default: (i) failure to make any payment of any principal of, or premium,
if any, when due (whether at maturity, upon redemption or otherwise) on the Notes; (ii) failure to
make any payment of interest when due on the Notes, which failure is not cured within 30 days;
(iii) failure of the Obligor to observe or perform any of its other covenants or warranties under
the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90
days after notice is given as specified in the Indenture; (iv) certain events of bankruptcy,
insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; and (v) the
maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then
outstanding principal amount in excess of $75 million shall have been accelerated by any holder or
holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance
with the provisions of any contract evidencing, providing for the creation of or concerning such
Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of
the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in
excess of $75 million.



     If an Event of Default shall occur and be continuing, the principal amount hereof may be
declared due and payable in the manner and with the effect provided in the Indenture.



     12. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.



     13. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).



     14. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Obligor has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a



 









 







convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.



     15. GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to rules governing the conflict of laws.




 









 






ASSIGNMENT FORM




To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




 




(Insert assignee’s social security or tax identification number)




 







 







 







 




(Print or type assignee’s name, address and zip code)





			
	and irrevocably appoint	 	  






to transfer this Note on the books of the Obligor. The agent may substitute another to act for him.




 





	 	 	 
	Date:___________________

	 	Your Signature: _______________________
	 
	 	 
	 

	 	(Sign exactly as your name appears on the face of this Note)
	 
	 	 
	 

	 	Tax Identification No: _______________________
	 
	 	 
	 

	 	SIGNATURE GUARANTEE:
	 
	 	 
	 

	 	 

Signatures must be guaranteed by an
“eligible guarantor institution” meeting the
requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.






 









 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for a Global Note or a Definitive Note,
or exchanges of a Definitive Note for an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 
	 

 

 

Date of

Exchange
	 	Amount of

decrease in

Principal Amount

of this Global

Note
	 	Amount of

increase in

Principal

Amount of this

Global Note
	 	Principal of this

Global Note

following such

decrease (or

increase)
	 	 

Signature of

authorized

officer of Trustee

or Custodian