<PAGE>

                                                                     Exhibit 4.1





EXECUTION COPY

                               BOTTLING GROUP, LLC
                                  (as Obligor)

                                       and

                               JPMORGAN CHASE BANK
                                  (as Trustee)

                                    Indenture

                           Dated as of October 1, 2003

                                  SENIOR NOTES

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<TABLE>
<S>                                                                                                      <C>
                                                      ARTICLE I
                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.      Definitions .....................................................................      1

Section 1.02.      Officers' Certificates and Opinions .............................................      9

Section 1.03.      Form of Documents Delivered to Trustee ..........................................     10

Section 1.04.      Acts of Holders .................................................................     10

Section 1.05.      Notices, Etc., to Trustee and Obligor ...........................................     11

Section 1.06.      Notice to Holders; Waiver .......................................................     12

Section 1.07.      Conflict with Trust Indenture Act ...............................................     12

Section 1.08.      Effect of Headings and Table of Contents ........................................     12

Section 1.09.      Successors and Assigns ..........................................................     12

Section 1.10.      Separability Clause .............................................................     12

Section 1.11.      Benefits of Indenture ...........................................................     12

Section 1.12.      Governing Law ...................................................................     13

Section 1.13.      Counterparts ....................................................................     13

Section 1.14.      Legal Holidays ..................................................................     13

                                                      ARTICLE II
                                                      THE NOTES

Section 2.01.      Form and Dating .................................................................     13

Section 2.02.      Execution and Authentication ....................................................     16

Section 2.03.      Temporary Notes .................................................................     17

Section 2.04.      Registration, Transfer and Exchange .............................................     18

Section 2.05.      Mutilated, Destroyed, Lost and Stolen Notes .....................................     21

Section 2.06.      Payment of Interest; Interest Rights Preserved ..................................     21

Section 2.07.      Persons Deemed Owners ...........................................................     22

Section 2.08.      Cancellation ....................................................................     23
</TABLE>

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<S>                                                                                                      <C>
Section 2.09.      Computation of Interest .........................................................     23

Section 2.10.      CUSIP Numbers ...................................................................     23

                                                 ARTICLE III
                                           DISCHARGE OF INDENTURE

Section 3.01.      Discharge of Indenture ..........................................................     23

Section 3.02.      Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S.
                   Government Obligations ..........................................................     25

Section 3.03.      Application of Trust Money ......................................................     26

Section 3.04.      Paying Agent to Repay Moneys Held ...............................................     27

Section 3.05.      Return of Unclaimed Amounts .....................................................     27

                                                 ARTICLE IV
                                                  REMEDIES

Section 4.01.      Events of Default ...............................................................     27

Section 4.02.      Acceleration of Maturity; Rescission and Annulment ..............................     28

Section 4.03.      Collection of Indebtedness and Suits for Enforcement ............................     29

Section 4.04.      Trustee May File Proofs of Claim ................................................     30

Section 4.05.      Trustee May Enforce Claims Without Possession of Notes ..........................     31

Section 4.06.      Application of Money Collected ..................................................     31

Section 4.07.      Limitation on Suits .............................................................     31

Section 4.08.      Unconditional Right of Holders to Receive Payment of Principal,
                   Premium and Interest ............................................................     32

Section 4.09.      Restoration of Rights and Remedies ..............................................     32

Section 4.10.      Rights and Remedies Cumulative ..................................................     32

Section 4.11.      Delay or Omission Not Waiver ....................................................     32

Section 4.12.      Control by Holders ..............................................................     33

Section 4.13.      Waiver of Past Defaults .........................................................     33
</TABLE>

                                       ii

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<S>                                                                                                      <C>
Section 4.14.      Undertaking for Costs ...........................................................     33

Section 4.15.      Waiver of Stay or Extension Laws ................................................     34

                                                 ARTICLE V
                                                THE TRUSTEE

Section 5.01.      Certain Duties and Responsibilities of Trustee ..................................     34

Section 5.02.      Notice of Defaults ..............................................................     35

Section 5.03.      Certain Rights of Trustee .......................................................     35

Section 5.04.      Not Responsible for Recitals or Issuance of Notes ...............................     36

Section 5.05.      May Hold Notes ..................................................................     36

Section 5.06.      Money Held in Trust .............................................................     37

Section 5.07.      Compensation and Reimbursement ..................................................     37

Section 5.08.      Disqualification; Conflicting Interests .........................................     37

Section 5.09.      Corporate Trustee Required; Eligibility .........................................     38

Section 5.10.      Resignation and Removal; Appointment of Successor ...............................     38

Section 5.11.      Acceptance of Appointment by Successor. .........................................     39

Section 5.12.      Merger, Conversion, Consolidation or Succession to Business .....................     40

Section 5.13.      Preferential Collection of Claims Against Obligor ...............................     41

Section 5.14.      Appointment of Authenticating Agent .............................................     41

                                                 ARTICLE VI
                               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

Section 6.01.      Obligor to Furnish Trustee Names and Addresses of Holders .......................     42

Section 6.02.      Preservation of Information; Communications to Holders ..........................     43

Section 6.03.      Reports by Trustee ..............................................................     44

Section 6.04.      Reports by Obligor ..............................................................     45
</TABLE>

                                       iii

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<TABLE>
<S>                                                                                                      <C>
                                                 ARTICLE VII
                              CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 7.01.      Obligor May Consolidate, Etc., Only on Certain Terms ............................     45

Section 7.02.      Successor Entity Substituted ....................................................     45

                                                 ARTICLE VIII
                                          SUPPLEMENTAL INDENTURES

Section 8.01.      Supplemental Indentures Without Consent of Holders ..............................     46

Section 8.02.      Supplemental Indentures with Consent of Holders .................................     47

Section 8.03.      Execution of Supplemental Indentures ............................................     48

Section 8.04.      Effect of Supplemental Indentures ...............................................     48

Section 8.05.      Conformity with Trust Indenture Act .............................................     48

Section 8.06.      Documents to Be Given to Trustee ................................................     48

Section 8.07.      Notation on Notes in Respect of Supplemental Indentures .........................     49

                                                 ARTICLE IX
                                                 COVENANTS

Section 9.01.      Payment of Principal, Premium and Interest ......................................     49

Section 9.02.      Maintenance of Office or Agency .................................................     49

Section 9.03.      Money for Note Payments to be Held in Trust .....................................     50

Section 9.04.      Certificate to Trustee ..........................................................     50

Section 9.05.      Existence .......................................................................     51

Section 9.06.      Limitation on Liens .............................................................     51

Section 9.07.      Limitation on Sale-Leaseback Transactions .......................................     52

                                                 ARTICLE X
                                            REDEMPTION OF NOTES

Section 10.01.     Election to Redeem; Notice to Trustee ...........................................     52

Section 10.02.     Selection by Trustee of the Notes to be Redeemed ................................     52

Section 10.03.     Notice of Redemption ............................................................     53
</TABLE>

                                       iv

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<TABLE>
<S>                                                                                                      <C>
Section 10.04.     Deposit of Redemption Price .....................................................     54

Section 10.05.     Notes Payable on Redemption Date ................................................     54

Section 10.06.     Notes Redeemed in Part ..........................................................     54

Section 10.07.     Optional Redemption .............................................................     54

Section 10.08.     Mandatory Redemption ............................................................     55
</TABLE>

                                        v

<PAGE>


                  THIS INDENTURE, between Bottling Group, LLC, a Delaware
limited liability company (the "Obligor"), having its principal office at One
Pepsi Way, Somers, NY 10589, and JPMorgan Chase Bank, a banking corporation
incorporated and existing under the laws of the State of New York, as trustee
(the "Trustee"), is made and entered into as of this First day of October, 2003.

                             RECITALS OF THE OBLIGOR

                  WHEREAS, the Obligor has duly authorized the issuance from
time to time of its Senior Notes in one or more series (the "Notes") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Obligor has duly
authorized the execution and delivery of this Indenture; and

                  WHEREAS, all things necessary to make this Indenture a valid
agreement of the Obligor, in accordance with its terms, have been done.

                  NOW, THEREFORE:

                  In consideration of the premises and the purchases of the
Notes by the Holders (as hereinafter defined) thereof, the Obligor and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective Holders from time to time of the Notes or any series thereof as
follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 1.01. Definitions. For all purposes of this Indenture,
and of any indenture supplemental hereto, except as otherwise expressly provided
or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

                  (2) all other terms used herein which are defined in the Trust
Indenture Act (as hereinafter defined), either directly or by reference therein,
have the meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with U.S. GAAP; and

                  (4) all references in this instrument to designated
"Articles," "Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this instrument as originally executed. The
words "herein," "hereof," and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section,
or other subdivision.

<PAGE>

                  "Act," when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract, or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "Attributable Debt" for a lease means the aggregate of present
values (discounted at a rate per annum equal to the weighted average interest
rate borne by all Outstanding Notes and compounded semi-annually) of the
obligations of the Obligor or any Restricted Subsidiary of the Obligor for net
rental payments during the remaining term of such lease (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended). The term "net rental payments" under any lease of any period shall
mean the sum of the rental and other payments required to be paid in such period
by the lessee thereunder, not including, however, any amounts required to be
paid by such lessee on account of maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges required to be
paid by such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.
Attributable Debt may be reduced by the present value of the rental obligations,
calculated on the same basis, that any sublessee has for all or part of the
leased property.

                  "Authenticating Agent" means any Person authorized by the
Trustee to authenticate Notes under Section 5.14.

                  "Authentication Order" has the meaning specified in Section
2.02(1).

                  "Bankruptcy Code" means title 11, U.S. Code, as amended, or
any similar state or federal law for the relief of debtors.

                  "Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in New
York are authorized or required by law, regulation or executive order to be
closed.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

                                        2

<PAGE>

                  "Comparable Treasury Price" means, with respect to any
Redemption Date for the Notes of any series, (a) the average of four Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (b) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.

                  "Company Request" or "Company Order" means a written request
or order, respectively, signed in the name of the Obligor by any Officer thereof
and delivered to the Trustee.

                  "Consolidated Net Tangible Assets" means, with respect to any
Person, the total amount of assets of such Person and its Subsidiaries minus (a)
all applicable depreciation, amortization, and other valuation reserves, (b) the
amount of assets resulting from write-ups of capital assets of such Person and
its Subsidiaries (except write-ups in connection with accounting for
acquisitions in accordance with U.S. GAAP), (c) all current liabilities of such
Person and its Subsidiaries (excluding any intercompany liabilities) and (d) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the latest quarterly or
annual consolidated balance sheet of such Person and its Subsidiaries prepared
in accordance with U.S. GAAP.

                  "Corporate Trust Office" means the office of the Trustee in
the City of New York at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at 4 New York Plaza, New York, New York 10004, except that with respect
to the presentation of Notes for payment or registration of transfer or exchange
and with respect to the location of the Security Register, such term shall mean
the office or the agency of the Trustee in said city at which at any particular
time its corporate agency business shall be conducted, which office at the date
hereof is located at 4 New York Plaza, New York, New York 10004.

                  "Covenant Defeasance" has the meaning specified in Section
3.02.

                  "Custodian" means the Person appointed by the Obligor to act
as custodian for the Depositary, which Person shall be the Trustee unless and
until a successor Person is appointed by the Obligor.

                  "Debt" means any indebtedness of the Obligor for borrowed
money, capitalized lease obligations and purchase money obligations, or any
guarantee of such debt, in any such case which would appear on the consolidated
balance sheet of the Obligor as a liability.

                  "Defaulted Interest" has the meaning specified in Section
2.06.

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with this Indenture.

                  "Depositary" means with respect to the Notes of any series
issuable or issued in whole or in part in global form, the Person designated as
Depositary for such series by the Obligor pursuant to Section 2.01 or 2.04,
unless and until a successor Depositary for such series shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter

                                        3

<PAGE>

"Depositary" with respect to the Notes of a series shall mean or include each
Person who is then a Depositary hereunder with respect to such series.

                  "Discharged" has the meaning specified in Section 3.02.

                  "DTC" has the meaning specified in Section 2.04(2).

                  "Entity" means any corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unincorporated organization.

                  "Event of Default" has the meaning specified in Section 4.01.

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934
(or any successor Act), as amended, and the rules and regulations of the
Commission promulgated thereunder.

                  "Exempted Debt" means the sum, without duplication, of the
following items outstanding as of the date Exempted Debt is being determined:
(a) Debt incurred after the date of this Indenture and secured by Liens created
or assumed or permitted to exist on any Principal Property (as such term is
defined with respect to the Obligor) or on any shares of stock of any Restricted
Subsidiary of the Obligor, other than Debt secured by Liens described in clauses
(1) through (7) of Section 9.06 and (b) Attributable Debt of the Obligor and its
Restricted Subsidiaries in respect of all sale and lease-back transactions with
regard to any Principal Property (as such term is defined with respect to the
Obligor) entered into pursuant to Section 9.07(1).

                  "Funded Debt" means all Debt having a maturity of more than
one year from the date of its creation or having a maturity of less than one
year but by its terms being renewable or extendible, at the option of the
obligor in respect thereof, beyond one year from its creation.

                  "Global Note" means each note in global form issued in
accordance with this Indenture and bearing the Global Note Legend.

                  "Global Note Legend" means the legend set forth in Section
2.01, which is required to be placed on all Global Notes issued pursuant to this
Indenture.

                  "Holder" and "Holder of Notes" means a Person in whose name a
Note is registered in the Security Register.

                  "Indenture" or "this Indenture" means this Indenture, as
amended or supplemented from time to time, including the Exhibits hereto.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Obligor.

                  "Interest Payment Date," when used with respect to any Note,
means the date specified in such Note on which an installment of interest on
such Note is scheduled to be paid.

                                        4

<PAGE>

                  "Issue Date" of any Note (or portion thereof) means the
earlier of (a) the date of such Note or (b) the date of any Note (or portion
thereof) for which such Note was issued (directly or indirectly) on registration
of transfer, exchange or substitution.

                  "Legal Defeasance" has the meaning specified in Section 3.02.

                  "Lien" has the meaning specified in Section 9.06.

                  "Managing Directors" means (a) the Managing Directors of the
Obligor or (b) any duly authorized committee of the Managing Directors of the
Obligor.

                  "Managing Directors Resolution" means, with respect to the
Obligor, a copy of a resolution of the Managing Directors certified by a
Managing Director or a Managing Director-Delegatee of the Obligor to have been
duly adopted by the Managing Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

                  "Maturity," when used with respect to any Note, means the date
on which all or a portion of the principal amount outstanding under such Note
becomes due and payable, whether on the Maturity Date or by declaration of
acceleration, call for redemption, or otherwise.

                  "Maturity Date," when used with respect to any Note or any
installment of principal thereof means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of principal
becomes due and payable.

                  "Notes" has the meaning specified in the Recitals of the
Obligor on the first page of this Indenture, including any replacement Notes
issued therefor in accordance with this Indenture.

                  "Obligor" means Bottling Group, LLC, a Delaware limited
liability company, unless and until a successor Entity or assign shall have
assumed the obligations of the Obligor under this Indenture and the Notes and
thereafter "Obligor" shall mean such successor Entity or assign.

                  "Officer" means a Managing Director, a Managing
Director-Delegatee, the Principal Financial Officer or any other officer or
officers of the Obligor designated pursuant to an applicable Managing Directors
Resolution.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed on behalf of such Person by any two Officers of such Person
that meets the applicable requirements of this Indenture.

                  "Opinion of Counsel" means, with respect to the Obligor or the
Trustee, a written opinion of counsel to the Obligor or the Trustee, as the case
may be, which counsel may be an employee of the Obligor or the Trustee, as the
case may be.

                  "Outstanding," when used with respect to the Notes or any
series of Notes means, as of the date of determination, all Notes or all Notes
of such series, as the case may be, theretofore authenticated and delivered
under this Indenture, except:

                                        5

<PAGE>

                  (a)      such Notes or such Notes of such series, as the case
         may be, theretofore cancelled by the Trustee or delivered to the
         Trustee for cancellation;

                  (b)      such Notes or such Notes of such series, as the case
         may be, or portions thereof, for whose payment or redemption money in
         the necessary amount has been theretofore deposited in trust with the
         Trustee or with any Paying Agent other than the Obligor, or, if the
         Obligor shall act as its own Paying Agent, has been set aside and
         segregated in trust by the Obligor; provided, in any case, that if such
         Notes or such Notes of such series, as the case may be, are to be
         redeemed prior to their Maturity Date, notice of such redemption has
         been duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                  (c)      such Notes or such Notes of such series, as the case
         may be, in exchange for or in lieu of which other Notes or other Notes
         of such series, as the case may be, have been authenticated and
         delivered pursuant to this Indenture, or which shall have been paid, in
         each case, pursuant to the terms of Section 2.05 (except with respect
         to any such Note or any such Note of such series, as the case may be,
         as to which proof satisfactory to the Trustee is presented that such
         Note or such Note of such series, as the case may be, is held by a
         person in whose hands such Notes or such Notes of such series, as the
         case may be, is a legal, valid, and binding obligation of the Obligor);
         and

                  (d)      solely to the extent provided in Article III, Notes
         or Notes of such series, as the case may be, which are subject to Legal
         Defeasance or Covenant Defeasance as provided in Section 3.02.

                  In determining whether the Holders of the requisite principal
amount of such Notes or Notes of such series, as the case may be, Outstanding
have given a direction concerning the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or concerning the exercise
of any trust or power conferred upon the Trustee under this Indenture, or
concerning a consent on behalf of the Holders of the Notes or the Holders of the
Notes of such series, as the case may be, to the waiver of any past default and
its consequences, Notes or the Notes of such series, as the case may be, owned
by the Obligor, any other obligor upon the Notes or Notes of such series, as the
case may be, or any Affiliate of the Obligor or such other obligor shall be
disregarded and deemed not to be Outstanding. In determining whether the Trustee
shall be protected in relying upon any request, demand, authorization,
direction, notice, consent, or waiver hereunder, only Notes or Notes of such
series, as the case may be, which a Responsible Officer assigned to the
corporate trust department of the Trustee knows to be owned by the Obligor or
any other obligor upon the Notes or the Notes of such series, as the case may
be, or any Affiliate of the Obligor or such other obligor shall be so
disregarded. Notes or Notes of such series, as the case may be, so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right to act as
owner with respect to such Notes or Notes of such series, as the case may be,
and that the pledgee is not the Obligor or any other obligor upon the Notes or
the Notes of such series, as the case may be, or any Affiliate of the Obligor or
such other obligor.

                                        6

<PAGE>

                  "Paying Agent" means any Person appointed by the Obligor to
distribute amounts payable by the Obligor on the Notes. As of the date of this
Indenture, the Obligor has appointed JPMorgan Chase Bank as Paying Agent with
respect to all Notes issuable hereunder.

                  "PBG" means The Pepsi Bottling Group, Inc., a Delaware
corporation.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, or government, or any agency or political
subdivision thereof.

                  "Place of Payment" means the place specified pursuant to
Section 9.02.

                  "Predecessor Notes" of any particular Note means every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.05 in lieu of a lost, destroyed,
mutilated, or stolen Note shall be deemed to evidence the same debt as the lost,
destroyed, mutilated, or stolen Note.

                  "Principal Property" means any single manufacturing or
processing plant, office building, or warehouse owned or leased by the Obligor
or a Subsidiary of the Obligor, in each case, located in the 50 states of the
United States, the District of Columbia or Puerto Rico, other than a plant,
warehouse, office building, or portion thereof which, in the opinion of the
Managing Directors evidenced by a Managing Directors Resolution, is not of
material importance to the business conducted by the Obligor and its
Subsidiaries as an entirety.

                  "Record Date" means any date as of which the Holder of a Note
of any series will be determined for any purpose described herein, such
determination to be made as of the close of business on such date by reference
to the Security Register, and in relation to a determination of a payment of an
installment of interest on the Notes of any series, shall have the meaning
specified in such series of Notes.

                  "Redemption Date" when used with respect to any Notes to be
redeemed, means the date fixed for such redemption in any notice of redemption
issued pursuant to this Indenture.

                  "Redemption Price" when used with respect to any Notes to be
redeemed, means the price specified in Section 10.07.

                  "Reference Treasury Dealer" means four primary U.S. Government
securities dealers in New York City (each, a "Primary Treasury Dealer")
appointed by the Trustee in consultation with the Obligor; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Obligor shall substitute therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.

                                        7

<PAGE>

                  "Registrar" means the Person who maintains the Security
Register, which Person shall be the Trustee unless and until a successor
Registrar is appointed by the Obligor.

                  "Responsible Officer," when used with respect to the Trustee,
means the chairman of the board of directors, the chairman of the executive
committee of the board of directors, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer or trust officer, the
controller and any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

                  "Restricted Subsidiary" means, with respect to the Obligor or
PBG, any current or future Subsidiary of the Obligor or PBG, as the case may be,
(i) substantially all of the property of which is located, or substantially all
of the business of which is carried on, within the 50 states of the United
States of America, the District of Columbia or Puerto Rico and (ii) which owns
or leases any Principal Property.

                  "Securities Act" means the U.S. Securities Act of 1933, as
amended (or any successor Act), and the rules and regulations of the Commission
promulgated thereunder (or respective successor thereto).

                  "Security Register" has the meaning specified in Section 2.04.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 2.06.

                  "Subsidiary" of any specified Person means any Person at least
a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by the specified Person or by one or more of its
Subsidiaries, or both.

                  "Treasury Rate" means, with respect to any Redemption Date for
the Notes (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such statistical release (or any successor statistical release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Day preceding the Redemption
Date.

                                        8

<PAGE>

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended, as in force as of the date hereof; provided that, with
respect to every supplemental indenture executed pursuant to this Indenture,
"Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of 1939, as
then in effect.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean, or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Notes of any series shall mean the Trustee with respect to the
Notes of that series.

                  "U.S. GAAP" means accounting principles as are generally
accepted in the United States of America at the date of any computation required
or permitted under this Indenture.

                  "U.S. Government Obligations" means (a) securities that are
direct obligations of the United States of America, the payment of which is
unconditionally guaranteed by the full faith and credit of the United States of
America and (b) securities that are obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed by the full faith
and credit of the United States of America, and also includes depository
receipts issued by a bank or trust company as custodian with respect to any of
the securities described in the preceding clauses (a) and (b), and any payment
of interest or principal payable under any of the securities described in the
preceding clauses (a) and (b) that is held by such custodian for the account of
the holder of a depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt, or from any amount received by the
custodian in respect of such securities, or from any specific payment of
interest or principal payable under the securities evidenced by such depository
receipt.

                  "Vice President" means, with respect to any Person, any vice
president of that Person, whether or not designated by a number or a word or
words added before or after the title "vice president."

                  "Voting Stock" means, as applied to any Person, capital stock
(or other interests, including partnership or membership interests) of any class
or classes (however designated), the outstanding shares (or other interests) of
which have, by the terms thereof, ordinary voting power to elect a majority of
the members of the board of directors (or other governing body) of such Person,
other than stock (or other interests) having such power only by reason of the
happening of a contingency.

                  Section 1.02. Officers' Certificates and Opinions. Every
Officers' Certificate, Opinion of Counsel and other certificate or opinion to be
delivered to the Trustee under this Indenture with respect to any action to be
taken by the Trustee shall include the following:

                                        9

<PAGE>

                  (1) a statement that each individual signing such certificate
or opinion has read all covenants and conditions of this Indenture relating to
such proposed action, including the definitions of all applicable capitalized
terms;

                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

                  Section 1.03. Form of Documents Delivered to Trustee.

                  (1) In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to the other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

                  (2) Any certificate or opinion of an officer of the Obligor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, legal counsel, unless such officer knows that
any such certificate, opinion, or representation is erroneous. Any opinion of
counsel for the Obligor may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Obligor, unless such counsel knows that any such certificate, opinion, or
representation is erroneous.

                  (3) Where any Person is required to make, give, or execute two
or more applications, requests, consents, certificates, statements, opinions, or
other instruments under this Indenture, such instruments may, but need not, be
consolidated and form a single instrument.

                  Section 1.04. Acts of Holders.

                  (1) Any request, demand, authorization, direction, notice,
consent, waiver, or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and (if expressly required by the applicable terms of this
Indenture) to the Obligor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 5.01)
conclusive in favor of the Trustee and the Obligor, if made in the manner
provided in this Section 1.04.

                                       10

<PAGE>

                  (2) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

                  (3) The ownership of Notes shall for all purposes be
determined by reference to the Security Register, as such register shall exist
as of the applicable Record Date.

                  (4) If the Obligor shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Obligor may, at its option, by Managing Directors Resolution, fix in advance a
Record Date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Obligor shall have no obligation to do so. If such Record Date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after such Record Date, but only the Holders of
record at the close of business on such Record Date shall be deemed to be
Holders for the purpose of determining whether Holders of the requisite
proportion of Notes Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Notes Outstanding shall be computed as of such
Record Date; provided that no such authorization, agreement or consent by the
Holders on such Record Date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after such Record Date.

                  (5) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Note shall bind each
subsequent Holder of such Note, and each Holder of any Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof,
with respect to anything done or suffered to be done by the Trustee or the
Obligor in reliance upon such action, whether or not notation of such action is
made upon such Note.

                  Section 1.05. Notices, Etc., to Trustee and Obligor. Any
request, order, authorization, direction, consent, waiver or other action to be
taken by the Trustee, the Obligor or the Holders hereunder (including any
Authentication Order), and any notice to be given to the Trustee or the Obligor
with respect to any action taken or to be taken by the Trustee, the Obligor or
the Holders hereunder, shall be sufficient if made in writing and

                  (1) if to be furnished or delivered to or filed with the
Trustee by the Obligor or any Holder, delivered to the Trustee at its Corporate
Trust Office, Attention: Institutional Trust Services, or

                  (2) if to be furnished or delivered to the Obligor by the
Trustee or any Holder, and except as otherwise provided in Section 4.01(3),
mailed to the Obligor, first-class postage prepaid, at the following address:
c/o The Pepsi Bottling Group, Inc., One Pepsi Way, Somers,

                                       11

<PAGE>

NY 10589, Attention: Treasurer, or at any other address hereafter furnished in
writing by the Obligor to the Trustee.

                  Section 1.06. Notice to Holders; Waiver. Where this Indenture
or any Note provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise expressly provided herein or in such Note)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his or her address as it appears in the Security Register as
of the applicable Record Date, if any, not later than the latest date or earlier
than the earliest date prescribed by this Indenture or such Note for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture or any Note provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                  In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage or otherwise, it shall be impractical to
mail notice of any event to any Holder when such notice is required to be given
pursuant to any provision of this Indenture or the applicable Note, then any
method of notification as shall be satisfactory to the Trustee and the Obligor
shall be deemed to be sufficient for the giving of such notice.

                  Section 1.07. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the TIA, such required provision shall control.

                  Section 1.08. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents hereof are for
convenience only and shall not affect the construction of any provision of this
Indenture.

                  Section 1.09. Successors and Assigns. All covenants and
agreements in this Indenture by the Obligor shall bind its successors and
assigns, whether so expressed or not.

                  Section 1.10. Separability Clause. In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 1.11. Benefits of Indenture. Nothing in this Indenture
or in any Notes, express or implied, shall give to any Person, other than the
parties hereto, their successors hereunder, the Authenticating Agent, the
Registrar, any Paying Agent, and the Holders of Notes (or such of them as may be
affected thereby), any benefit or any legal or equitable right, remedy or claim
under this Indenture, except for the rights of owners of beneficial interests in
the Notes as provided in Section 2.04(4)(iii).

                                       12

<PAGE>

                  Section 1.12. Governing Law. This Indenture 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.

                  Section 1.13. Counterparts. This instrument may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original, but all of which shall together constitute but one and the same
instrument.

                  Section 1.14. Legal Holidays. In any case where any Interest
Payment Date or Redemption Date or Maturity Date shall not be a Business Day,
then (notwithstanding any other provisions of this Indenture or of the Notes)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, the Redemption Date or
Maturity Date, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Maturity Date, as the case
may be.

                                   ARTICLE II

                                    THE NOTES

                  Section 2.01. Form and Dating.

                  (1) General.

                  (i)      The Notes of each series shall be substantially in
         such form (not inconsistent with this Indenture) as shall be
         established by or pursuant to a Managing Directors Resolution or in one
         or more indentures supplemental hereto, in each case with such
         appropriate insertions, omissions, substitutions and other variations
         as are required or permitted by this Indenture and may have imprinted
         or otherwise reproduced thereon such legend or legends, not
         inconsistent with the provisions of this Indenture, as may be required
         to comply with any law, stock exchange rule or DTC rule or usage or
         with any rules or regulations pursuant thereto, all as may,
         consistently herewith, be determined by the Officers executing such
         Notes, as evidenced by their execution of the Notes. Any portion of the
         text of any Note may be set forth on the reverse thereof, with an
         appropriate reference thereto on the face of the Note. Each Note shall
         be dated the date of its authentication. The Obligor shall furnish any
         such legends to the Trustee in writing.

                  (ii)     The Definitive Notes, if any, shall be printed,
         lithographed or engraved or produced by any combination of those
         methods on steel engraved borders or may be produced in any other
         manner permitted by the rules of any securities exchange, all as
         determined by the Officers executing such Notes, as evidenced by their
         execution of such Notes.

                  (iii)    The terms and provisions contained in the Notes shall
         constitute, and are hereby expressly made, a part of this Indenture and
         the Obligor and the Trustee, by their execution and delivery of this
         Indenture expressly agree to such terms and provisions and to be bound
         thereby. Nothing in the preceding sentence shall, however, limit the
         effect of

                                       13

<PAGE>

         the second paragraph of Section 2.02(1). However, to the extent any
         provision of any Note conflicts with the express provisions of this
         Indenture, the provisions of this Indenture shall govern and be
         controlling. All Notes of any one series shall be substantially
         identical except as to denomination and except as may otherwise be
         provided in or pursuant to such resolution of the Managing Directors or
         in any such indenture supplemental hereto.

                  (iv)     No Note shall be entitled to any benefit under this
         Indenture or be valid or obligatory for any purpose unless there
         appears on such Note a certificate of authentication substantially in
         the form provided for herein executed by the Trustee by manual
         signature of an authorized officer, and such certificate upon any Note
         shall be conclusive evidence, and the only evidence, that such Note has
         been duly authenticated and delivered hereunder.

                  (v)      The aggregate principal amount of Notes which may be
         authenticated and delivered under this Indenture is unlimited. The
         Notes may be issued in one or more series. There shall be established
         in or pursuant to a resolution of the Managing Directors and set forth
         in an Officers' Certificate, or established in one or more indentures
         supplemental hereto, prior to the issuance of Notes of any series:

                  (a)      the title of the Notes of the series (which shall
         distinguish the Notes of the series from all other Notes);

                  (b)      any limit upon the aggregate principal amount of the
         Notes of the series that may be authenticated and delivered under this
         Indenture (except for Notes authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Notes of the series pursuant to Section 2.03, 2.04, 2.05, 8.07 or
         10.06);

                  (c)      the date or dates on which the principal of the Notes
         of the series is payable;

                  (d)      the rate or rates at which the Notes of the series
         shall bear interest, if any, or the method by which such rate shall be
         determined, the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest shall be payable and
         the Record Dates, if any, for the determination of Holders to whom
         interest is payable;

                  (e)      the place or places where the principal of and any
         premium and interest on the Notes of the series shall be payable;

                  (f)      if other than the principal amount thereof, the
         portion of the principal amount of Notes of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 4.02;

                  (g)      the issue date;

                  (h)      the issue price (expressed as a percentage of the
         aggregate principal amount of the Notes) at which the Notes will be
         issued;

                                       14

<PAGE>

                  (i)      if the Notes of the series are issuable in whole or
         in part in the form of Definitive Notes or as one or more Global Notes,
         and if so, the identity of the Depositary for such Global Notes if
         other than DTC;

                  (j)      any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture);

                  (k)      any Events of Default with respect to the Notes of a
         particular series if not set forth herein; and

                  (l)      any covenants of the Obligor with respect to the
         Notes of a particular series if not set forth herein.

                  Notwithstanding Section 2.01(1)(v)(b) and unless otherwise
         expressly provided with respect to a series of Notes, the aggregate
         principal amount of a series of Notes may be increased and additional
         Notes of such series may be issued up to the maximum aggregate
         principal amount authorized with respect to such series as increased.

                  (2) Global Notes.

                  (i)      If the Obligor shall establish pursuant to Section
         2.01(1) above that the Notes of a series or a portion thereof are to be
         issued in the form of one or more Global Notes, then the Obligor shall
         execute and the Trustee shall authenticate and make available for
         delivery one or more Global Notes that (a) shall represent and shall be
         denominated in an amount equal to the aggregate principal amount of all
         of the Notes of such series issued in such form and not yet cancelled,
         (b) shall be registered, in the name of the Depositary designated for
         such Global Note pursuant to Section 2.04, or in the name of a nominee
         of such Depositary, (c) shall be deposited with the Trustee, as
         Custodian for the Depositary, and (d) shall bear a legend substantially
         as follows ("Global Note Legend"):

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
         REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
         NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
         AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A
         WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
         OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
         DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION)
         ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE OR PAYMENT, AND ANY

                                       15

<PAGE>

         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 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.

                  (ii)     Each Depositary designated pursuant to Section 2.01
         or 2.04 for a Global Note must, at the time of its designation and at
         all times while it serves as Depositary, be a clearing agency
         registered under the Exchange Act and any other applicable statute or
         regulation, provided that the Depositary is required to be so
         registered in order to act as depositary.

                  (iii)    Any Global Note may be represented by more than one
         certificate. The aggregate principal amount of each Global Note may
         from time to time be increased or decreased by adjustments made on the
         records of the Registrar, as provided in this Indenture.

                  (3) Trustee's Certificate of Authentication.

                  The Trustee's Certificate of Authentication shall be in
substantially the following form:

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

                                          JPMorgan Chase Bank,
                                              as Trustee

                                          By: __________________________________
                                              Authorized Officer

                  Section 2.02. Execution and Authentication.

                  (1) At any time and from time to time after the execution and
delivery of this Indenture, the Obligor may deliver Notes of any series executed
on behalf of the Obligor by any two Officers to the Trustee for authentication,
and the Trustee, upon receipt of a written order of the Obligor signed by an
Officer (the "Authentication Order") shall thereupon in accordance with the
procedures acceptable to the Trustee set forth in the Authentication Order, and
subject to the provisions hereof, authenticate and deliver such Notes to or upon
the written order of the Obligor, without any further action by the Obligor
except as set forth in this Section 2.02. The signature of any of the Officers
on the Notes may be manual or facsimile. Typographical and other minor errors or
defects in any such signature shall not affect the validity or enforceability of
any Note that has been duly authenticated and delivered by the Trustee. In
authenticating such Notes and accepting the additional responsibilities under
this Indenture in relation to such Notes, the Trustee shall receive, and
(subject to Section 5.01) shall be fully protected in relying upon:

                                       16

<PAGE>

                  (a)      a copy of the Managing Directors Resolution relating
         to such series;

                  (b)      an executed supplemental indenture, if any, and the
         documentation required to be delivered pursuant to Section 8.06;

                  (c)      an Officers' Certificate setting forth the form or
         forms and terms of the Notes of such series pursuant to Section
         2.01(1)(v), and prepared in accordance with Section 1.02;

                  (d)      an Opinion of Counsel, prepared in accordance with
         Section 1.02, to the effect that

                           (i)      the form or forms and terms of such Notes
                  have been established by or pursuant to a Managing Directors
                  Resolution or by a supplemental indenture as permitted by
                  Section 2.01 in conformity with the provisions of this
                  Indenture; and

                           (ii)     such Notes, when executed and issued by the
                  Obligor and authenticated and delivered by the Trustee in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will constitute legal, valid and binding
                  obligations of the Obligor enforceable against the Obligor in
                  accordance with their terms except as any rights thereunder
                  may be limited by bankruptcy, insolvency and other similar
                  laws affecting the enforceability of creditors rights'
                  generally and by general equity principles.

         The Trustee shall have the right to decline to authenticate and deliver
any Notes under this Section 2.02 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Obligor or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability.

         If the Obligor shall establish pursuant to Section 2.01(1) that the
Notes of a series or a portion thereof are to be issued in the form of one or
more Global Notes, then the Obligor shall execute and the Trustee shall
authenticate and make available for delivery one or more Global Notes as
provided in Section 2.01(2)(i).

                  (2) Notes bearing the manual or facsimile signatures of
individuals who were at any time on or after the date hereof the proper officers
of the Obligor shall bind the Obligor, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.

                  (3) The Notes shall be in fully registered form, without
coupons, in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

                  Section 2.03. Temporary Notes. Until certificates representing
Notes of a series are ready for delivery, the Obligor may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate and deliver
temporary Notes of such series. Temporary Notes shall be substantially in the
form of certificated Notes but may have variations that the

                                       17

<PAGE>

Obligor considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Obligor shall prepare
and the Trustee shall authenticate Definitive Notes of a series in exchange for
temporary Notes of such series.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                  Section 2.04. Registration, Transfer and Exchange.

                  (1) Securities Register. The Trustee shall keep a register of
the Notes (the "Security Register") which shall provide for the registration of
such Notes, and for transfers of such Notes in accordance with information, if
any, to be provided to the Trustee by the Obligor, subject to such reasonable
regulations as the Trustee may prescribe. Such register shall be in written form
or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such
register or registers shall be available for inspection at the Corporate Trust
Office of the Trustee or at such other office or agency to be maintained by the
Obligor pursuant to Section 9.02.

                  Upon due presentation for registration of transfer of any Note
at the Corporate Trust Office of the Trustee or at any other office or agency
maintained by the Obligor pursuant to Section 9.02, the Obligor shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of authorized denominations, of
a like aggregate principal amount, series and Maturity Date.

                  (2) Transfer of Global Notes. Any other provision of this
Section 2.04 notwithstanding, unless and until it is exchanged in whole or in
part for Definitive Notes, a Global Note representing all or a portion of the
Notes of a series may not be transferred except as a whole by the Depositary to
a nominee of such Depositary, or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary, or by such Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.

                  The Obligor initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes of each series.
The Trustee is authorized to enter into a letter of representations with DTC
with respect to each series of Global Notes in the form or forms provided to the
Trustee by the Obligor and to act in accordance with such letter.

                  (3) Legends.

                  Each Global Note shall bear the legend specified in clause (i)
of Section 2.01(2) on the face thereof.

                  (4) Definitive Notes.

                  (i)      Notwithstanding any other provisions of this
         Indenture or the Notes, a Global Note may be exchanged for Notes of the
         same series registered in the names of any Person designated by the
         Depositary in the event that (a) the Depositary has notified the
         Obligor that it is unwilling or unable to continue as Depositary for
         such Global Note or such Depositary has ceased to be a "clearing
         agency" registered under the Exchange

                                       18

<PAGE>

         Act, at a time when the Depositary is required to be so registered in
         order to act as depositary, and the Obligor has not appointed a
         successor Depositary within 60 days of receiving such notice or of
         becoming aware of such cessation, (b) an Event of Default has occurred
         and is continuing with respect to the applicable Notes, or (c) the
         Obligor, in its sole discretion, determines that the applicable Notes
         issued in the form of Global Notes shall no longer be represented by
         such Global Notes as evidenced by a Company Order delivered to the
         Trustee. Any Global Note exchanged pursuant to clause (a) or (c) above
         shall be so exchanged in whole and not in part and any Global Note
         exchanged pursuant to clause (b) above may be exchanged in whole or
         from time to time in part as directed by the Depositary upon the
         request of an owner of a beneficial interest in a Global Note to
         receive a Definitive Note in exchange for such interest. Any Note
         issued in exchange for a Global Note of the same series or any portion
         thereof shall be a Global Note, provided that any such Note so issued
         that is registered in the name of a Person other than the Depositary or
         a nominee thereof shall not be a Global Note.

                  (ii)     If at any time the Depositary for the Notes of any
         series notifies the Obligor that it is unwilling or unable to continue
         as Depositary for such Notes or if the Depositary has ceased to be a
         "clearing agency" registered under the Exchange Act at a time when the
         Depositary is required to be so registered in order to act as
         depositary, the Obligor may within 60 days of receiving such notice or
         of becoming aware of such cessation appoint a successor Depositary with
         respect to such Notes.

                  (iii)    If, in accordance with this Section 2.04(4), Notes of
         any series in global form will no longer be represented in whole or in
         part by Global Notes, the Obligor will execute, and the Trustee, upon
         receipt of an Authentication Order, will authenticate and make
         available for delivery, Definitive Notes of such series in an aggregate
         principal amount equal to the principal amount, or the applicable part
         thereof, of the Global Notes of such series, in exchange for such
         Global Notes. In the event that the Definitive Notes are not issued,
         promptly after the Trustee has received a request from the Depositary
         to issue such Definitive Notes, to each beneficial owner upon its
         request pursuant to clause (b) of Section 2.04(4)(i), the Obligor
         expressly acknowledges, with respect to the right of any Holder to
         pursue a remedy pursuant to Section 4.07 or 4.08 hereof, the right of
         any beneficial holder of Notes to pursue such remedy with respect to
         the portion of the Global Note that represents such beneficial holder's
         interest in the Notes as if such Definitive Notes had been issued.
         Nothing in the preceding sentence shall prejudice the rights and
         protections of the Trustee, any Authenticating Agent, any Paying Agent,
         the Registrar or any Co-Registrar under Section 2.07.

                  (iv)     If a Definitive Note is issued in exchange for any
         portion of a Global Note after the close of business at the office or
         agency where such exchange occurs on any Record Date for the payment of
         interest and before the opening of business at such office or agency on
         the next succeeding Interest Payment Date, interest shall not be
         payable on such Interest Payment Date in respect of such Definitive
         Notes, but shall be payable on such Interest Payment Date only to the
         Person to whom interest in respect of such portion of such Global Note
         is payable in accordance with the provisions of this Indenture.

                                       19

<PAGE>

                  (v)      Definitive Notes issued in exchange for a Global Note
         pursuant to this Section 2.04(4)shall be registered in such names and
         in such authorized denominations as the Depositary, pursuant to
         instructions from its direct or indirect participants or otherwise,
         shall instruct the Trustee. Upon execution and authentication, the
         Trustee shall deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. To permit registrations of
         transfers and exchanges, the Obligor shall execute and the Trustee (or
         an Authenticating Agent appointed pursuant to this Indenture) shall
         authenticate and make available for delivery Definitive Notes at the
         Registrar's request, and upon direction of the Obligor. No service
         charge shall be made for any registration of transfer or exchange, but
         the Obligor may require payment of a sum sufficient to cover any
         transfer tax or other governmental charge payable in connection with
         any registration of transfer or exchange.

                  (vi)     When Definitive Notes are presented to the Trustee
         with a request to register the transfer of such Definitive Notes or to
         exchange such Definitive Notes for an equal principal amount of
         Definitive Notes of other authorized denominations of the same series,
         the Trustee shall register the transfer or make the exchange as
         requested if its requirements for such transaction are met; provided,
         however, that the Definitive Notes surrendered for transfer or exchange
         shall be duly endorsed or accompanied by a written instrument of
         transfer in form reasonably satisfactory to the Obligor and the
         Trustee, duly executed by the Holder thereof or his attorney duly
         authorized in writing.

                  (vii)    At such time as all interests in Global Notes of any
         series have either been exchanged for Definitive Notes of such series
         or cancelled, such Global Notes shall be cancelled by the Trustee in
         accordance with the standing procedures and instructions existing
         between the Depositary and the Custodian. At any time prior to such
         cancellation, if any interest in a Global Note of any series is
         exchanged for Definitive Notes of such series or cancelled, the
         principal amount of such Global Note shall, in accordance with the
         standing procedures and instructions existing between the Depositary
         and the Custodian, be reduced and an endorsement shall be made on such
         Global Note, by the Trustee or the Custodian, at the direction of the
         Trustee, to reflect such reduction.

                  (5) Notwithstanding anything in this Indenture to the
contrary, (i) all Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Obligor, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange, (ii) all transfers and exchanges
of the Notes may be made only in accordance with the procedures set forth in
this Indenture; and (iii) the transfer and exchange of a beneficial interest in
a Global Note may only be effected through the Depositary in accordance with the
procedures promulgated by the Depositary.

                  (6) The Obligor shall not be required to (i) issue, register
the transfer of, or exchange any Note during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Notes under Section 10.03 and ending at the close of business on the date of
such mailing or (ii) register the transfer of or exchange any Note so selected
for redemption in whole or in part, except, in the case of any Note to be
redeemed in part, the portion thereof not to be redeemed.

                                       20

<PAGE>

                  Section 2.05. Mutilated, Destroyed, Lost and Stolen Notes.

                  (1) If (i) any mutilated Note is surrendered to the Trustee,
or the Obligor and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note and (ii) there is delivered to the
Obligor and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Obligor or the
Trustee that such Note has been acquired by a bona fide purchaser, the Obligor
may in its discretion execute and, upon request of the Obligor, the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series,
Maturity Date, and principal amount, bearing a number not contemporaneously
outstanding.

                  (2) In case any such mutilated, destroyed, lost or stolen Note
has become or is about to become due and payable, the Obligor in its discretion
may, instead of issuing a new Note, pay such Note.

                  (3) Upon the issuance of any new Note under this Section 2.05,
the Obligor may require the payment by the Holder thereof of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

                  (4) Every new Note issued pursuant to this Section 2.05 in
lieu of any destroyed, lost or stolen Note shall constitute an original
contractual obligation of the Obligor, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.

                  (5) The provisions of this Section 2.05 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  Section 2.06. Payment of Interest; Interest Rights Preserved.

                  (1) Interest on any Note which is payable and is punctually
paid or duly provided for on any Interest Payment Date shall, if so provided in
such Note, be paid to the Person in whose name that Note (or one or more
Predecessor Notes) is registered at the close of business on the applicable
Record Date, notwithstanding any transfer or exchange of such Note subsequent to
such Record Date and prior to such Interest Payment Date (unless, if so provided
in such Note, such Interest Payment Date is also the Maturity Date, in which
case such interest shall be payable to the Person to whom principal is payable).

                  (2) Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the applicable Record Date by virtue of his having been
such Holder; and, except as hereinafter provided, such Defaulted Interest may be
paid by the Obligor, at its election in each case, as provided in clause (i) or
(ii) below:

                                       21

<PAGE>

                  (i)      The Obligor may elect to make payment of any
         Defaulted Interest to the Persons in whose names any such Notes (or
         their respective Predecessor Notes) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Obligor
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Note and the date of the proposed
         payment, and at the same time the Obligor shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 nor less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Obligor of
         such Special Record Date and, in the name and at the expense of the
         Obligor, shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed, first-class
         postage prepaid, to the Holder of each such Note at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been mailed as
         aforesaid, such Defaulted Interest shall be paid to the Persons in
         whose names such Notes (or their respective Predecessor Notes) are
         registered on such Special Record Date and shall no longer be payable
         pursuant to the following clause (ii).

                  (ii)     The Obligor may make payment of any Defaulted
         Interest in any other lawful manner if, after notice given by the
         Obligor to the Trustee of the proposed payment pursuant to this clause
         (ii), such manner of payment shall be deemed practicable by the
         Trustee.

                  (3) If any installment of interest on any Note called for
redemption pursuant to Article X is due and payable on or prior to the
Redemption Date and is not paid or duly provided for on or prior to the
Redemption Date in accordance with the foregoing provisions of this Section
2.06, such interest shall be payable as part of the Redemption Price of such
Notes.

                  (4) Interest on Notes may be paid by mailing a check to the
address of the Person entitled thereto at such address as shall appear in the
Security Register or by such other means as may be specified in the form of such
Note.

                  (5) Subject to the foregoing provisions of this Section 2.06
and the provisions of Section 2.04, each Note delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Note
shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note.

                  Section 2.07. Persons Deemed Owners.

                  (1) Prior to due presentment of a Note for registration of
transfer, the Obligor, the Trustee, and any agent of the Obligor or the Trustee
may treat the Person in whose name any

                                       22
<PAGE>

Note is registered on the Security Register as the owner of such Note for the
purpose of receiving payment of principal, premium, if any, and (subject to
Section 2.06) interest, and for all other purposes whatsoever, whether or not
such Note is overdue and neither the Obligor, the Trustee, nor any agent of the
Obligor or the Trustee shall be affected by notice to the contrary.

                  (2) None of the Obligor, the Trustee, any Authenticating
Agent, any Paying Agent, the Registrar or any Co-Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests and each of them may act or refrain from acting
without liability on any information relating to such records provided by the
Depositary.

                  Section 2.08. Cancellation. All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already
cancelled, shall be promptly cancelled by it. The Obligor may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Obligor may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. Acquisition of such Notes by the Obligor shall not operate as a
redemption or satisfaction of the indebtedness represented by such Notes unless
and until the same are delivered to the Trustee for cancellation. No Note shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section 2.08, except as expressly permitted by this Indenture. The
Trustee shall dispose of all cancelled Notes in accordance with its customary
procedures and deliver a certificate of such disposition to the Obligor.

                  Section 2.09. Computation of Interest. Interest on the Notes
shall be calculated on the basis of a 360-day year of twelve 30-day months.

                  Section 2.10. CUSIP Numbers. The Obligor in issuing the Notes
may use "CUSIP" and "ISIN" numbers (if then generally in use), and, if so, the
Trustee shall use the CUSIP or ISIN numbers, as the case may be, in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP or
ISIN number, as the case may be, either as printed on the Notes or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes. The Obligor will promptly notify
the Trustee of any change in the CUSIP or ISIN number.

                                  ARTICLE III

                             DISCHARGE OF INDENTURE

                  Section 3.01. Discharge of Indenture. This Indenture will be
discharged with respect to the Notes of a series and will cease to be of further
effect as to all such Notes (except as to any surviving rights of transfer or
exchange of such Notes expressly provided for herein), and the Trustee, on
demand of and at the expense of the Obligor, shall execute proper instruments
acknowledging the discharge of this Indenture with respect to the Notes of such
series, when

                                       23

<PAGE>

                  (1)      either

                  (i)      all Notes of such series theretofore authenticated
         and delivered (except (a) lost, stolen or destroyed Notes which have
         been replaced or paid, as provided in Section 2.05, and (b) Notes for
         whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Obligor and thereafter repaid to
         the Obligor or discharged from such trust, as provided in Section 3.05)
         have been delivered to the Trustee cancelled or for cancellation; or

                  (ii)     all such Notes of such series not theretofore
         delivered to the Trustee cancelled or for cancellation

                  (a)      have become due and payable, or

                  (b)      will, in accordance with their Maturity Date, become
         due and payable within one year, or

                  (c)      are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption by the Trustee in the name, and at the expense, of the
         Obligor,

         and, in any of the cases described in (a), (b) or (c), above, the
         Obligor has deposited or caused to be deposited with the Trustee, as
         trust funds in trust for the benefit of the Holders of such Notes for
         that purpose, an amount of money in U.S. dollars sufficient,
         non-callable U.S. Government Obligations, the principal of and interest
         on which when due, will be sufficient, or a combination thereof,
         sufficient to pay and discharge the entire indebtedness on the Notes of
         such series not theretofore delivered to the Trustee cancelled or for
         cancellation, for principal of and interest and premium, if any, on the
         Notes of such series to the date of such deposit (in the case of Notes
         of such series that have become due and payable), or to the Maturity
         Date or the Redemption Date, as the case may be;

                  (2) the Obligor has paid or caused to be paid all other sums
payable by it with respect to the Notes of such series under this Indenture;

                  (3) in the event of a deposit and defeasance under Section
3.01(1)(ii), no Event of Default or event which with notice or lapse of time
would become an Event of Default has occurred and is continuing with respect to
the Notes of such series on the date of such deposit; and

                  (4) the Obligor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
to the discharge of this Indenture with respect to the Notes of such series have
been complied with, and in the event of a deposit and defeasance under Section
3.01(1)(ii), in the case of the Opinion of Counsel, stating:

                  (i)      such deposit and defeasance will not cause the
         holders of Notes of such series to recognize income, gain or loss for
         Federal income tax purposes and such holders will be subject to Federal
         income tax on the same amount and in the same manner and at

                                       24

<PAGE>

         the same time as would have been the case if such option had not been
         exercised which Opinion of Counsel must be based upon a ruling of the
         Internal Revenue Service to the same effect or a change in applicable
         Federal income tax law or related treasury regulations after the date
         of this Indenture;

                  (ii)     either that no requirement to register under the
         Investment Company Act of 1940, as amended, will arise as a result of
         the Obligor's exercise of its option under this Section 3.01 or that
         any such registration requirement has been complied with; and

                  (iii)    such deposit and defeasance will not result in a
         material breach or violation of, or constitute a default under, any
         material agreement or instrument to which the Obligor is a party.

Notwithstanding the discharge of this Indenture with respect to the Notes of
such series, the obligations of the Obligor under Section 3.01(1) and the
obligations of the Obligor to the Trustee under Section 5.07 and to any
Authenticating Agent under Section 5.14 shall survive, and the obligations of
the Trustee under Sections 3.03 and 3.05 shall survive.

                  Section 3.02. Defeasance and Discharge of Covenants upon
Deposit of Moneys, U.S. Government Obligations. At the Obligor's option, either
(a) the Obligor shall be deemed to have been Discharged (as defined below) from
its obligations with respect to the Notes of any series on the 123rd day after
the applicable conditions set forth below have been satisfied ("Legal
Defeasance") and/or (b) the Obligor shall cease to be under any obligation to
comply with any term, provision or condition set forth in Section 7.01, 9.06 or
9.07 with respect to the Notes of such series at any time after the applicable
conditions set forth below have been satisfied ("Covenant Defeasance"):

                  (1) The Obligor shall have deposited or caused to be deposited
irrevocably with the Trustee, as trust funds, in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the Notes
of such series, an amount of money, in cash in U.S. dollars sufficient, or in
non-callable U.S. Government Obligations, the principal of and interest on
which, when due, will be sufficient, or in a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the entire indebtedness on the Notes of such series with respect
to principal, premium, if any, and accrued and unpaid interest to the date of
such deposit (in the case of Notes of any series that have become due and
payable), or to the Maturity Date or Redemption Date, as the case may be;

                  (2) No Event of Default, or event which with notice or lapse
of time would become an Event of Default with respect to the Notes of such
series, shall have occurred and be continuing on the date of such deposit;

                  (3) The Obligor shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that all conditions
precedent to the defeasance and discharge contemplated by this Section 3.02 have
been complied with, and, in the case of the Opinion of Counsel stating that:

                                       25

<PAGE>

                  (i)      the deposit and defeasance contemplated by this
         Section 3.02 will not cause the Holders of the Notes of such series to
         recognize income, gain or loss for Federal income tax purposes as a
         result of the Obligor's exercise of its option under this Section 3.02
         and such Holders will be subject to Federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised, which Opinion of
         Counsel (in the case of a Legal Defeasance) must be based upon a ruling
         of the Internal Revenue Service to the same effect or a change in
         applicable Federal income tax law or related treasury regulations after
         the date of this Indenture; and

                  (ii)     either no requirement to register under the
         Investment Company Act of 1940, as amended, will arise as a result of
         the Obligor's exercise of its option under this Section 3.02 or any
         such registration requirement has been complied with; and

                  (4) with respect to a Legal Defeasance, 123 days shall have
passed during which no Event of Default under clauses (4) and (5) of Section
4.01 has occurred.

                  If in connection with the exercise by the Obligor of any
option under this Section 3.02, any series of Notes is to be redeemed, either
notice of such redemption shall have been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee shall have been made.

                  Notwithstanding the exercise by the Obligor of its option
under Section 3.02(b) with respect to Section 7.01, the obligation of any
successor Entity to assume the obligations to the Trustee under Section 5.07
shall not be discharged.

                  "Discharged" means, as to any series of Notes, that the
Obligor shall be deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, the Notes of such series and to have
satisfied all the obligations under this Indenture relating to such series of
Notes (and the Trustee, at the expense of the Obligor, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Notes
of such series to receive, from the trust fund described in clause (1) above,
payment of the principal of, premium, if any, and the interest, if any, on such
series of Notes when such payments are due; (B) the Obligor's obligations with
respect to such Notes under Sections 2.04, 2.05, 3.02(1), 3.03, and 9.02 and its
obligations under Section 5.07; and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

                  Section 3.03. Application of Trust Money. All money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 3.01 or
Section 3.02 and all proceeds of such U.S. Government Obligations and the
interest thereon shall be held in trust and applied by it, in accordance with
the provisions of this Indenture, to the payment, either directly or through any
Paying Agent (including the Obligor acting as its own Paying Agent), as the
Trustee may determine, to the Persons entitled thereto, of the principal,
premium, if any, and interest, for whose payment such money and U.S. Government
Obligations have been deposited with the Trustee; but such money and U.S.
Government Obligations need not be segregated from other funds except to the
extent required by law.

                                       26

<PAGE>

                  Section 3.04. Paying Agent to Repay Moneys Held. Upon the
discharge of this Indenture or a Legal Defeasance, in each case, with respect to
the Notes of a series, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such Notes (other than the Trustee)
shall, upon demand of the Obligor, be repaid to it or paid to the Trustee, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

                  Section 3.05. Return of Unclaimed Amounts. Any amounts
deposited with or paid to the Trustee or any Paying Agent for payment of the
principal of, premium, if any, or interest on any series of Notes or then held
by the Obligor, in trust for the payment of the principal of, premium, if any,
or interest on any series of Notes and not applied but remaining unclaimed by
the Holders of such series of Notes for two years after the date upon which the
principal of, premium, if any, or interest on such series of Notes, as the case
may be, shall have become due and payable, shall be repaid to the Obligor by the
Trustee on demand or (if then held by the Obligor) shall be discharged from such
Trust; and the Holder of any Notes of such series shall thereafter, as an
unsecured general creditor, look only to the Obligor for any payment which such
Holder may be entitled to collect (until such time as such unclaimed amounts
shall escheat, if at all, to any applicable jurisdiction) and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Obligor as trustee thereof, shall thereupon cease.
Notwithstanding the foregoing, the Trustee or Paying Agent, before being
required to make any such repayment, may at the expense of the Obligor cause to
be published once a week for two successive weeks (in each case on any day of
the week) in a newspaper printed in the English language and customarily
published at least once a day at least five days in each calendar week and of
general circulation in the Borough of Manhattan, in the City and State of New
York, a notice that said amounts have not been so applied and that after a date
named therein any unclaimed balance of said amounts then remaining will be
promptly returned to the Obligor.

                                   ARTICLE IV

                                    REMEDIES

                  Section 4.01. Events of Default. "Event of Default," wherever
used herein, means with respect to Notes of any series, any of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1) default in the payment of any principal of or premium, if
any, on the Notes of such series when due (whether at maturity, upon redemption
or otherwise);

                  (2) default in the payment of any interest on any Note of such
series, when it becomes due and payable, and continuance of such default for a
period of 30 days;

                  (3) default in the performance or breach of any covenant or
warranty of the Obligor under this Indenture in respect of the Notes of such
series, and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified

                                       27

<PAGE>

mail, to the Obligor by the Trustee or to the Obligor and the Trustee by the
Holders of at least a majority in aggregate principal amount of the Outstanding
Notes of such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder;

                  (4) the entry of an order for relief against the Obligor, PBG
or any Restricted Subsidiary of PBG under the Bankruptcy Code by a court having
jurisdiction in the premises or a decree or order by a court having jurisdiction
in the premises adjudging the Obligor, PBG or any Restricted Subsidiary of PBG
as bankrupt or insolvent under any other applicable Federal or state law, or the
entry of a decree or order approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Obligor, PBG or any Restricted Subsidiary of PBG under the Bankruptcy Code or
any other applicable Federal or state law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Obligor, PBG
or any Restricted Subsidiary of PBG or of any substantial part of their
respective properties, or ordering the winding up or liquidation of their
respective affairs, and the continuance of any such decree or order unstayed and
in effect for a period of 90 consecutive days;

                  (5) the consent by the Obligor, PBG or any Restricted
Subsidiary of PBG to the institution of bankruptcy or insolvency proceedings
against any of them, or the filing by the Obligor, PBG or any Restricted
Subsidiary of PBG of a petition or answer or consent seeking reorganization or
relief under the Bankruptcy Code or any other applicable Federal or state law,
or the consent by the Obligor, PBG or any Restricted Subsidiary of PBG to the
filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Obligor, PBG
or any Restricted Subsidiary of PBG or of any substantial part of their
respective properties, or the making by the Obligor, PBG or any Restricted
Subsidiary of PBG of an assignment for the benefit of creditors, or the
admission by the Obligor, PBG or any Restricted Subsidiary of PBG in writing of
the Obligor's, PBG's or any Restricted Subsidiary of PBG's inability to pay
debts generally as they become due, or the taking of corporate action by the
Obligor, PBG or any Restricted Subsidiary of PBG in furtherance of any such
action; and

                  (6) 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.

         No Event of Default with respect to a single series of Notes issued
hereunder (and under or pursuant to any Supplemental Indenture or Managing
Directors Resolution) necessarily constitutes an Event of Default with respect
to any other series of Notes.

                  Section 4.02. Acceleration of Maturity; Rescission and
Annulment.

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<PAGE>

                  (1) If any Event of Default (other than an Event of Default
specified in clause (4) or (5) of Section 4.01) with respect to the Notes of any
series occurs and is continuing, then either the Trustee or the Holders of a
majority in aggregate principal amount of the Outstanding Notes of such series
may declare the principal of all Outstanding Notes of such series, and the
interest, if any, accrued thereon, to be immediately due and payable by notice
in writing to the Obligor (and to the Trustee if given by Holders). If an Event
of Default described in clause (4) or (5) of Section 4.01 occurs, then the
principal amount of all the Notes then outstanding and interest accrued thereon,
if any, will become and be immediately due and payable without any declaration
or other act on the part of the Trustee or the Holders of the Notes, to the full
extent permitted by applicable law.

                  (2) At any time after such a declaration of acceleration has
been made with respect to the Notes of any series and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article IV provided, the Holders of a majority in aggregate
principal amount of the Outstanding Notes of such series by written notice to
the Obligor and the Trustee, may rescind and annul such declaration or waive
past defaults and its consequences if:

                  (i)      the Obligor has paid or deposited with the Trustee a
         sum sufficient to pay:

                  (a)      all overdue installments of interest, if any, on such
         series of Notes,

                  (b)      the principal of (and premium, if any, on) any such
         series of Notes which have become due otherwise than by such
         declaration of acceleration, and interest thereon at the rate
         prescribed therefor by the Notes of such series, to the extent that
         payment of such interest is lawful,

                  (c)      interest on overdue installments of interest at the
         rate prescribed therefor by the Notes of such series to the extent that
         payment of such interest is lawful, and

                  (d)      the reasonable compensation, expenses, disbursements
         and advances of the Trustee and its agents and counsel, and all other
         amounts due the Trustee under Section 5.07; and

                  (ii)     all Events of Default, other than the nonpayment of
         the principal of the Notes of such series which have become due solely
         by such acceleration, have been cured or waived as provided in Section
         4.13.

                  (3) No such rescission shall affect any subsequent default or
impair any right consequent thereon.

                  Section 4.03. Collection of Indebtedness and Suits for
Enforcement.

                  (1) The Obligor covenants that if:

                  (i)      default is made in the payment of any installment of
         interest on any Note of any series when such interest becomes due and
         payable, or

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<PAGE>

                  (ii)     default is made in the payment of (or premium, if
         any, on) the principal of any Note of any series at the Maturity
         thereof, and

                  (iii)    any such default continues for any period of grace
         provided in relation to such default pursuant to Section 4.01,

then, with respect to such series of Notes, the Obligor will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of the Notes of such series,
the whole amount then due and payable on all Notes of such series for principal
(and premium, if any) and interest, together with interest (to the extent that
payment of such interest shall be legally enforceable) upon the overdue
principal (and premium, if any) and upon overdue installments of interest at the
rate of interest prescribed therefor by the Notes of such series; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due the Trustee under Section 5.07.

                  (2) If the Obligor fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Obligor or any other obligor upon such Notes and
collect the money adjudged or decreed to be payable in the manner provided by
law out of the property of the Obligor or any other obligor upon such Notes,
wherever situated.

                  (3) If an Event of Default occurs and is continuing with
respect to any series of Notes, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of such series of
Notes by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  Section 4.04. Trustee May File Proofs of Claim.

                  (1) In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition,
or other judicial proceeding relative to the Obligor or any obligor upon the
Notes or the property of the Obligor or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Obligor
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,

                  (i)      to file and prove a claim for the whole amount of
         principal, premium, if any, and interest owing and unpaid in respect of
         the Notes, and to file such other papers or documents as may be
         necessary and advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements, and advances of the Trustee, its agents and counsel, and
         all other amounts due the Trustee under Section 5.07) and of the
         Holders allowed in such judicial proceedings, and

                                       30

<PAGE>

                  (ii)     to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;
         and any receiver, assignee, trustee, liquidator, sequestrator (or other
         similar official) in any such judicial proceeding is hereby authorized
         by each Holder to make such payments to the Trustee, and in the event
         that the Trustee shall consent to the making of such payments directly
         to the Holders, to pay to the Trustee any amount due to it for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee and its agent and counsel, and any other amounts due the
         Trustee under Section 5.07.

                  (2) Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

                  Section 4.05. Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes of any
series may be prosecuted and enforced by the Trustee without the possession of
any of the Notes of such series or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee and its agents and counsel,
be for the ratable benefit of the Holders of the Notes of such series.

                  Section 4.06. Application of Money Collected. Any money
collected by the Trustee from the Obligor pursuant to this Article IV shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium, if
any, or interest, if any, upon presentation of the Notes of any series and the
notation thereon of the payment, if only partially paid, and upon surrender
thereof, if fully paid:

                  First: To the payment of all amounts due the Trustee under
Section 5.07.

                  Second: To the payment of the amounts then due and unpaid upon
such series of Notes for principal, premium, if any, and interest, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind.

                  Section 4.07. Limitation on Suits. No Holder of any Note of
any series may institute any action under this Indenture, unless and until:

                  (1) such Holder has given the Trustee written notice of a
continuing Event of Default with respect to the Notes of such series;

                  (2) the Holders of a majority in aggregate principal amount of
the Outstanding Notes of such series have requested the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

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<PAGE>

                  (3) such Holder or Holders has or have offered the Trustee
such reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request as the Trustee may require;

                  (4) the Trustee has failed to institute any such proceeding
for 60 days after its receipt of such notice, request and offer of indemnity;
and

                  (5) no inconsistent direction has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of the Outstanding Notes of such series;

it being understood and intended that no one or more Holders of Notes of any
series shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Notes of such series, or to obtain or to seek to obtain
priority or preference over any other such Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
proportionate benefit of all the Holders of all Notes of such series.

                  Section 4.08. Unconditional Right of Holders to Receive
Payment of Principal, Premium and Interest. Notwithstanding any other provision
in this Indenture, the Holder of any Note shall have the right, which is
absolute and unconditional, to receive payment of the principal, premium, if
any, and (subject to Section 2.06) interest on such Note on or after the
Maturity Date (or, in the case of redemption, on or after the Redemption Date)
and to institute suit for the enforcement of any such payment on or after such
respective date, and such right shall not be impaired or affected without the
consent of such Holder.

                  Section 4.09. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, then and in every such case the Obligor, the Trustee
and the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  Section 4.10. Rights and Remedies Cumulative. Except as
provided in Section 2.05(5), no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right or remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

                  Section 4.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article IV or by law to the

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<PAGE>

Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

                  Section 4.12. Control by Holders. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Notes of any series
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee with respect to the Notes of such series provided
that:

                  (1) the Trustee shall have the right to decline to follow any
such direction if the Trustee, being advised by counsel, determines that the
action so directed may not lawfully be taken or would conflict with this
Indenture or if the Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would involve it in personal
liability or be unjustly prejudicial to the Holders not taking part is in such
direction, and

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

                  Section 4.13. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes of any
series may, on behalf of the Holders of all Notes of such series, waive any past
default hereunder with respect to the Notes of such series, except a default not
theretofore cured:

                  (1) in the payment of principal, premium, if any, or interest
on any Notes of such series, or

                  (2) in respect of a covenant or provision in this Indenture
which, under Article VIII, cannot be modified without the consent of the Holder
of each Outstanding Note of such series.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                  Section 4.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 4.14 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder or
group of Holders holding in the aggregate more than 10% in principal amount of
the Outstanding Notes of any series to which the suit relates, or to any suit
instituted by any Holder for the enforcement of the payment of principal,
premium, if any, or interest on any Note of any series on or after the

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<PAGE>

respective payment dates expressed in such series of Notes (or, in the case of
redemption, on or after the Redemption Date).

                  Section 4.15. Waiver of Stay or Extension Laws. The Obligor
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law (other than any bankruptcy
law) wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Obligor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                   ARTICLE V

                                   THE TRUSTEE

                  Section 5.01. Certain Duties and Responsibilities of Trustee.

                  (1) Except during the continuance of an Event of Default with
respect to a series of Notes:

                  (i)      the Trustee undertakes to perform such duties and
         only such duties with respect to such series of Notes as are
         specifically set forth in this Indenture, and no implied covenants or
         obligations with respect to such series of Notes shall be read into
         this Indenture against the Trustee; and

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

                  (2) In case an Event of Default with respect to a series of
Notes has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture with respect to such series of
Notes, and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

                  (3) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                  (i)      this Subsection shall not be construed to limit the
         effect of Section 5.01(1);

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<PAGE>

                  (ii)     the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it shall
         be proved that the Trustee was negligent in ascertaining the pertinent
         facts;

                  (iii)    the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of not less than a majority in
         aggregate principal amount of the Outstanding Notes of any series
         relating to the time, method, and place of conducting any proceeding
         for any remedy available to the Trustee with respect to such series of
         Notes, or exercising any trust or power conferred upon the Trustee,
         under this Indenture with respect to such series of Notes; and

                  (iv)     no provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its duties hereunder,
         or in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that repayment of such funds or
         adequate indemnity against such risk or liability is not reasonably
         assured to it.

                  (4) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 5.01.

                  Section 5.02. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to any series of Notes, the
Trustee shall transmit by mail to all Holders of Notes of such series, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of or interest or premium, if any, on any Note of such series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors,
and/or Responsible Officers of the Trustee determine in good faith that the
withholding of such notice is in the interests of the Holders of the Outstanding
Notes of such series and; provided, further, that, in the case of any default of
the character specified in clause (3) of Section 4.01, no such notice to Holders
of Notes of such series shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section 5.02, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default.

                  Section 5.03. Certain Rights of Trustee. Except as otherwise
provided in Section 5.01:

                  (1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

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<PAGE>

                  (2) any request or direction of the Obligor described herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Managing Directors may be sufficiently evidenced by a Managing
Directors Resolution;

                  (3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

                  (4) the Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

                  (5) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Obligor, personally or by agent or attorney; and

                  (7) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

                  Section 5.04. Not Responsible for Recitals or Issuance of
Notes. The recitals contained herein and in the Notes, except the certificates
of authentication, shall be taken as the statements of the Obligor, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Obligor of the Notes or the proceeds thereof. The Trustee shall not be charged
with notice or knowledge of any Event of Default under clause (6) of Section
4.01 or of the identity of a Restricted Subsidiary of the Obligor or PBG unless
either (i) a Responsible Officer of the Trustee assigned to and working in its
Corporate Trust Office shall have actual knowledge thereof or (ii) notice
thereof shall have been given to the Trustee in accordance with Section 1.05
from the Obligor or any Holder.

                  Section 5.05. May Hold Notes. The Trustee or any Paying Agent,
Registrar, or other agent of the Obligor, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 5.08
and 5.12, may otherwise deal with the Obligor

                                       36

<PAGE>

with the same rights it would have if it were not Trustee, Paying Agent,
Registrar, or such other agent.

                  Section 5.06. Money Held in Trust. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Obligor.

                  Section 5.07. Compensation and Reimbursement. The Obligor
covenants and agrees:

                  (1) to pay the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence
or bad faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.

                  The Trustee shall have a lien prior to the Notes upon all
property and funds held by it hereunder for any amount owing it or any retiring
Trustee pursuant to this Section 5.07, except with respect to funds held in
trust for the benefit of the Holders of particular Notes.

                  Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in clause (4) or (5) of Section
4.01, such expenses (including the reasonable charges and expenses of its
counsel) and compensation for such services are intended to constitute expenses
of administration under any applicable Federal or State bankruptcy, insolvency,
reorganization, or other similar law.

                  Section 5.08. Disqualification; Conflicting Interests. If the
Trustee has or shall acquire any conflicting interest within the meaning of the
Trust Indenture Act, it shall either eliminate such interest or resign as
Trustee, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to Notes
of more than one series or by virtue of being a Trustee under:

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<PAGE>

                           (i) the Indenture, dated as of February 8, 1999,
among Pepsi Bottling Holdings, Inc., PepsiCo, Inc., as guarantor, and the
Trustee, as supplemented by the Supplemental Indenture, dated as of February 9,
1999, among Pepsi Bottling Holdings, Inc., PepsiCo, Inc., as guarantor, and the
Obligor relating to the Obligor's Senior Notes due 2004 and the Obligor's Senior
Notes due 2009, (ii) the Indenture, dated as of March 8, 1999, among PBG, the
Obligor, as guarantor, and the Trustee relating to the Senior Notes due 2029 of
PBG and the Series B Senior Notes due 2029 of PBG, (iii) the Indenture, dated as
of November 15, 2002, among the Obligor, PepsiCo, Inc., as guarantor, and the
Trustee relating to the Senior Notes due 2012 and the Series B Senior Notes due
2012 of the Obligor, and (iii) the Indenture, dated as of June 10, 2003, between
the Obligor and the Trustee relating to the Senior Notes due 2015 of the Obligor
and the Series B Senior Notes due 2015 of the Obligor.

                  Section 5.09. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder that shall be a corporation organized
and doing business under the laws of the United States of America or of any
State or Territory thereof or of the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 5.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 5.09, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article V.

                  Section 5.10. Resignation and Removal; Appointment of
Successor.

                  (1) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article V shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 5.11.

                  (2) The Trustee may resign at any time with respect to the
Notes of one or more series by giving written notice thereof to the Obligor. If
the instrument of acceptance by a successor Trustee required by Section 5.11
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Notes of such series.

                  (3) The Trustee may be removed at any time with respect to the
Notes of any series by Act of the Holders of 66 2/3% in aggregate principal
amount of the Outstanding Notes of such series, delivered to the Trustee and to
the Obligor.

                  (4) If at any time:

                                       38

<PAGE>

                  (i) the Trustee shall fail to comply with Section 5.08 after
written request therefor by the Obligor or by any Holder who has been a bona
fide Holder of a Note for at least six months, or

                  (ii) the Trustee shall cease to be eligible under Section 5.09
and shall fail to resign after written request therefor by the Obligor or by any
such Holder, or

                  (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (A) the Obligor by a
Managing Directors Resolution may remove the Trustee with respect to all Notes,
or (B) subject to Section 4.14, any Holder who has been a bona fide Holder of a
Note for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Notes and the appointment of a successor Trustee or
Trustees.

                  (5) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Notes of one or more series, the Obligor, by a
Managing Directors Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Notes of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Notes of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Notes of any particular series) and shall comply
with the applicable requirements of Section 5.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Notes of any series shall be appointed by
Act of the Holders of 66 2/3% in aggregate principal amount of the Outstanding
Notes of such series delivered to the Obligor and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 5.11,
become the successor Trustee with respect to the Notes of such series and to
that extent supersede the successor Trustee appointed by the Obligor. If no
successor Trustee with respect to the Notes of any series shall have been so
appointed by the Obligor or the Holders and accepted appointment in the manner
required by Section 5.11, any Holder who has been a bona fide Holder of a Note
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Notes of such series.

                  (6) The Obligor shall give notice of each resignation and each
removal of the Trustee with respect to the Notes of any series and each
appointment of a successor Trustee with respect to the Notes of any series to
all Holders of Notes of such series in the manner provided in Section 1.06. Each
notice shall include the name of the successor Trustee with respect to the Notes
of such series and the address of its Corporate Trust Office.

                  Section 5.11. Acceptance of Appointment by Successor.

                  In case of the appointment hereunder of a successor Trustee
with respect to all Notes, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the

                                       39

<PAGE>

Obligor and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Obligor or the successor
Trustee, such retiring Trustee shall, upon payment of its reasonable charges and
subject to its lien, if any, provided by Section 5.07, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Notes of one or more (but not all) series, the Obligor, the
retiring Trustee and each successor Trustee with respect to the Notes of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Notes of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Notes, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Notes of
that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Notes of that or those series to
which the appointment of such successor Trustee relates; but, on request of the
Obligor or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Notes of that or those
series to which the appointment of such successor Trustee relates.

                  Upon request of any such successor Trustee, the Obligor shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article V.

                  Section 5.12. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which

                                       40

<PAGE>

the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
otherwise qualified and eligible under this Article V, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Notes shall have been authenticated, but not delivered, by the
Trustee then in office, any successor Trustee by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes.

                  Section 5.13. Preferential Collection of Claims Against
Obligor. If and when the Trustee shall be or shall become a creditor, of the
Obligor (or of any other Obligor upon the Notes), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Obligor (or against any such other obligor, as the case may be).

                  Section 5.14. Appointment of Authenticating Agent.

                  (1) At any time when any of the Notes remain Outstanding the
Trustee, with the approval of the Obligor, may appoint an Authenticating Agent
or Agents with respect to one or more series of Notes which shall be authorized
to act on behalf of the Trustee to authenticate Notes of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.05, and Notes so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Notes by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Obligor and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Obligor itself, subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 5.14, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 5.14, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 5.14.

                  (2) Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section 5.14, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

                                       41

<PAGE>

                  (3) An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and, if other than the Obligor, to the
Obligor. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and, if
other than the Obligor, to the Obligor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.14, the Trustee, with the approval of the Obligor,
may appoint a successor Authenticating Agent which shall be acceptable to the
Obligor and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Notes of the series with respect to which
such Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 5.14.

                  (4) The Obligor agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section
5.14.

                  (5) If an appointment is made pursuant to this Section 5.14,
the Notes may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

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

                                                    JPMorgan Chase Bank,
                                                         as Trustee

                                                    By: ________________________

                                                    As Authenticating Agent

                                                    By:_________________________
                                                    Authorized Officer

                                   ARTICLE VI

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

                  Section 6.01. Obligor to Furnish Trustee Names and Addresses
of Holders. The Obligor will furnish or cause to be furnished to the Trustee:

                                       42

<PAGE>

                  (1) semi-annually, not more than 15 days after the Record Date
for the payment of interest in respect of each series of Notes, in such form as
the Trustee may reasonably require, a list of the names and addresses of the
Holders of such Notes as of such date, and

                  (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Obligor of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, provided that if the Trustee shall be the Registrar,
such list shall not be required to be furnished.

                  Section 6.02. Preservation of Information; Communications to
Holders.

                  (1) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Notes of each
series contained in the most recent list furnished to the Trustee as provided in
Section 6.01 and the names and addresses of Holders of Notes received by the
Trustee in its capacity as Registrar. The Trustee may destroy any list furnished
to it as provided in Section 6.01 upon receipt of a new list so furnished.

                  (2) If three or more Holders of the Notes of any series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Note of such series for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to
communicate with other Holders of the Notes of such series with respect to their
rights under this Indenture or under the Notes of such series and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either:

                  (i)      afford such applicants access to the information
         preserved at the time by the Trustee in accordance with Section
         6.02(1), or

                  (ii)     inform such applicants as to the approximate number
         of Holders of Notes of such series, whose names and addresses appear in
         the information preserved at the time by the Trustee in accordance with
         Section 6.02(2), and as to the approximate cost of mailing to such
         Holders the form of proxy or other communication, if any, specified in
         such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of a Note of such series, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 6.02(1), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing.

                  (3) Every Holder of Notes, by receiving and holding the same,
agrees with the Obligor and the Trustee that neither the Obligor nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Notes in accordance with Section
6.02(2), regardless of the source from which such information

                                       43

<PAGE>

was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 6.02(2).

                  Section 6.03. Reports by Trustee.

                  (1)      The term "reporting date" as used in this Section
6.03, means May 15. Within 60 days after the reporting date in each year
following the date of the initial issuance of Notes under this Indenture, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such reporting date
with respect to (but if no such event has occurred within such period no report
need be transmitted):

                  (i)      any change to its eligibility under Section 5.09 and
         its qualifications under Section 5.08;

                  (ii)     the creation of or any material change to a
         relationship specified in Section 310(b)(1) through Section 310(b)(10)
         of the TIA;

                  (iii)    the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Notes, on any property or
         funds held or collected by it as Trustee, except that the Trustee shall
         not be required (but may elect) to report such advances if such
         advances so remaining unpaid aggregate not more than 1/2 of 1% of the
         principal amount of the Notes Outstanding on the date of such report;

                  (iv)     any change to the amount, interest rate and maturity
         date of all other indebtedness owing by the Obligor (or by any other
         obligor on the Notes) to the Trustee in its individual capacity, on the
         date of such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Section
         311(b)(2), (3), (4) or (6) of the TIA;

                  (v)      any change to the property and funds, if any,
         physically in the possession of the Trustee as such on the date of such
         report;

                  (vi)     any additional issue of Notes which the Trustee has
         not previously reported; and

                  (vii)    any action taken by the Trustee in the performance of
         its duties hereunder which it has not previously reported and which in
         its opinion materially affects the Notes of any series, except action
         in respect of a default, notice of which has been or is to be withheld
         by the Trustee in accordance with Section 5.02.

                  (2)      The Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
Section

                                       44

<PAGE>

6.03(1) (or if no such report has yet been transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Notes, on property or funds held or
collected by it as Trustee, and which it has not previously reported pursuant to
this Subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Notes Outstanding at such time, such
report to be transmitted within 90 days after such time.

                  (3)      The Trustee shall also transmit by mail the foregoing
reports as required by Section 313(c) of the TIA.

                  (4)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Notes are listed, with the Commission and with the Obligor. The
Obligor will notify the Trustee when any Notes are listed on any stock exchange.

                  Section 6.04. Reports by Obligor.

                  The Obligor shall comply with the provisions of Section 314(a)
and 314(c) of the TIA.

                                  ARTICLE VII

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

                  Section 7.01. Obligor May Consolidate, Etc., Only on Certain
Terms. The Obligor may consolidate or merge with or into, or transfer or lease
all or substantially all of its assets to, any Entity that is organized and
validly existing under the laws of any state of the United States of America or
the District of Columbia, and may permit any such Entity to consolidate with or
merge into the Obligor or transfer or lease all or substantially all of its
assets to the Obligor, provided that:

                  (1) the Obligor will be the surviving Entity or, if not, that
the successor Entity will expressly assume by a supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee the due and
punctual payment of the principal of and premium, if any, and interest on all
the Notes and the performance of every covenant of the Indenture to be performed
or observed by the Obligor;

                  (2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default, will have happened and be continuing; and

                  (3) the Obligor shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, transfer or lease and any such assumption involving the
Obligor complies with the provisions of this Article VII.

                  Section 7.02. Successor Entity Substituted. Upon any
consolidation or merger, or any transfer or lease of all or substantially all of
the properties and assets of the Obligor in

                                       45

<PAGE>

accordance with Section 7.01, the successor Entity will succeed to and be
substituted for the Obligor as Obligor on the Notes with the same effect as if
it had been named in this Indenture as the Obligor, and the Obligor shall
thereupon, except in the case of a lease, be released from all obligations
hereunder and under the Notes.

  Such successor Entity may cause to be signed, and may issue either in its own
name or in the name of the Obligor prior to such succession any or all of the
Notes issuable hereunder which theretofore shall not have been signed by the
Obligor and delivered to the Trustee; and, upon the order of such successor
Entity instead of the Obligor and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee, pursuant to the terms
hereof, shall authenticate and shall deliver any Notes which previously shall
have been signed and delivered by the Officers of the Obligor to the Trustee for
authentication, and any Notes which such successor Entity thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All of the Notes so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

                  Section 8.01. Supplemental Indentures Without Consent of
Holders. Without the consent of the Holders of any Notes, the Obligor and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of execution thereof), in form satisfactory to the
Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Entity to the
Obligor or successive successions, and the assumption by any such successor of
the covenants, agreements and obligations of the Obligor pursuant to Article
VII; or

                  (2) to add to the covenants of the Obligor such further
covenants, restrictions or conditions for the protection of the Holders of the
Notes as the Obligor and the Trustee shall consider to be for the protection of
the Holders of the Notes (and if such covenants are to be for the benefit of
less than all series of Notes, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Obligor; or

                  (3) to evidence the surrender of any right or power of the
Obligor;

                  (4) to cure any defect or ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other provision herein
or in any supplemental indenture, or to make any other provisions with respect
to matters or questions arising under this Indenture; or

                  (5) to add to this Indenture such provisions as may be
expressly permitted by the TIA as in effect at the date as of which this
instrument is executed or any corresponding provision in any similar federal
statute hereafter enacted; or

                                       46

<PAGE>

                  (6) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes of one or more series
and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
5.11.

                  (7) to add to the rights of the Holders of the Notes;

                  (8) to provide for the issuance of and establish the form or
forms and terms and conditions of Notes of any series as permitted by this
Indenture; or

                  (9) to add any additional Events of Default for the benefit of
the Holders of all or any series of Notes (and if such additional Events of
Default are to be for the benefit of less than all series of Notes, stating that
such additional Events of Default are expressly being included solely for the
benefit of such series).

                  No supplemental indenture for the purposes identified in
clause (2), (3), (4) (7) or (9) above may be entered into if to do so would
adversely affect the interest of the Holders of Notes.

                  Any such supplemental indenture authorized by the provisions
of this Section 8.01 may be executed without the consent of the Holders of any
of the Notes at the time outstanding, notwithstanding any of the provisions of
Section 8.02.

                  Section 8.02. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes of all series affected by such
supplemental indenture (voting as one class), the Obligor, when authorized by a
resolution of its Managing Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes of each such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:

                  (1) change the Maturity Date or the stated payment date of any
payment of premium or interest payable on such Note, or reduce the principal
amount thereof, or any amount of interest payable thereon, or change the method
of computing the amount of interest payable thereon on any date, or change any
Place of Payment where, or the coin or currency in which, any such Note or any
payment of principal, premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
same shall become due and payable, whether at Maturity or, in the case of
redemption, on or after the Redemption Date; or

                  (2) reduce the percentage in principal amount of the
Outstanding Notes of the relevant series the consent of whose Holders is
required for any such supplemental indenture, or

                                       47

<PAGE>

the consent of whose Holders is required for any waiver of certain defaults
hereunder and their consequences, provided for in this Indenture; or

                  (3) modify any of the provisions of this Section 8.02 or
Section 4.13, except to increase any such percentage set forth in this Section
8.02 or Section 4.13 or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby, provided, however, that this clause shall not
be deemed to require the consent of any Holder with respect to changes in the
references to the "Trustee" and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Section 5.11
and 8.01(6).

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Notes, or which
modifies the rights of the Holders of Notes of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Notes of any other series.

                  It shall not be necessary for any Act of Holders under this
Section 8.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                  Section 8.03. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article VIII or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 5.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. Upon request of the Obligor and, in
the case of Section 8.02, upon filing with the Trustee of evidence of an Act of
Holders as aforementioned, the Trustee shall join with the Obligor in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, powers, trusts, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.

                  Section 8.04. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article VIII, this Indenture
shall be and be deemed to be modified and amended in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all
purposes; and the respective rights, limitation of rights, duties, powers,
trusts and immunities under this Indenture of the Trustee, the Obligor and every
Holder of Notes theretofore or thereafter authenticated and delivered hereunder
shall be determined, exercised and enforced thereunder to the extent provided
therein.

                  Section 8.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article VIII shall conform to
the requirements of the TIA as then in effect.

                  Section 8.06. Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Section 5.01, may receive an Officers' Certificate
and an Opinion of Counsel as

                                       48

<PAGE>

conclusive evidence that any supplemental indenture executed pursuant to this
Article VIII complies with the applicable provisions of this Indenture.

                  Section 8.07. Notation on Notes in Respect of Supplemental
Indentures. Notes of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article may
bear a notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture. If the Obligor or the Trustee shall
so determine, new Notes of any series so modified as to conform, in the opinion
of the Trustee and the Managing Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Obligor,
authenticated by the Trustee and delivered in exchange for the Notes of such
series then Outstanding.

                                   ARTICLE IX

                                    COVENANTS

                  Section 9.01. Payment of Principal, Premium and Interest. The
Obligor covenants and agrees for the benefit of each series of Notes that it
will duly and punctually pay or cause to be paid the principal, premium, if any,
and interest on such series of Notes on the dates and in the manner provided in
such series of Notes, and will duly comply with all the other terms, agreements
and conditions contained in this Indenture for the benefit of such series of
Notes.

                  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 applicable rate of interest determined from
time to time in the manner provided for in each series of Notes; it 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 and (without regard to any applicable grace
periods) from time to time on demand at the same rates to the extent lawful.

                  Section 9.02. Maintenance of Office or Agency. So long as any
of the Notes remain outstanding, the Obligor will maintain an office or agency
in the City of New York where Notes may be presented or surrendered for payment,
where Notes may be surrendered for transfer or exchange, and where notices and
demands to or upon the Obligor in respect of the Notes and this Indenture may be
served. The Obligor will give prompt written notice to the Trustee of the
location, and of any change in the location, of such office or agency. If at any
time the Obligor shall fail to maintain such office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Obligor hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

                  The Obligor may also from time to time designate one or more
other offices or agencies where one or more series of Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Obligor of its obligation to maintain an

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office or agency in the City of New York for such purposes. The Obligor shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  Section 9.03. Money for Note Payments to be Held in Trust. If
the Obligor shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal, premium, if any, or interest on any series of
Notes, segregate and hold in trust for the benefit of the Holders of such series
of Notes a sum sufficient to pay such principal, premium or interest so becoming
due until such sums shall be paid to such Holders of the Notes of such series or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

                  Whenever the Obligor shall have one or more Paying Agents, it
will, on or prior to each due date of the principal, premium, if any, or
interest, on any series of Notes, deposit with a Paying Agent a sum sufficient
to pay such principal, premium, or interest so becoming due, such sum to be held
in trust for the benefit of the Holders of the Notes of such series entitled to
the same and (unless such Paying Agent is the Trustee) the Obligor will promptly
notify the Trustee of its action or failure so to act.

                  The Obligor will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section
9.03, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of principal,
premium, if any, or interest, on Notes of any series in trust for the benefit of
the Holders of the Notes of such series entitled thereto until such sums shall
be paid to such Holders or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Obligor (or
any other obligor upon the Notes of such series) in the making of any such
payment of principal, premium, if any, or interest, on such Notes; and

                  (3) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.

                  The Obligor may, at any time, for the purpose of obtaining the
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Obligor or such Paying Agent or, if for any other purpose, all sums so held in
trust by the Obligor in respect of all series of Notes, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Obligor or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  Section 9.04. Certificate to Trustee. The Obligor will deliver
to the Trustee, within 120 days after the end of each fiscal year of the Obligor
ending after the initial issuance of Notes under this Indenture, an Officers'
Certificate that complies with TIA Section 314(a)(4) stating

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that in the course of the performance by the signers of their duties as officers
of the Obligor, they would normally have knowledge of any default by the Obligor
in the performance of any of its covenants or agreements contained herein,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof.

                  Section 9.05. Existence. Subject to Article VII, the Obligor
will do or cause to be done all things necessary to preserve and keep in full
force and effect its limited liability company existence.

                  Section 9.06. Limitation on Liens. So long as any of the Notes
shall be Outstanding, neither the Obligor nor any Restricted Subsidiary of the
Obligor will incur, suffer to exist or guarantee any Debt, secured by a
mortgage, pledge or lien (a "Lien") on any Principal Property (as such term is
defined with respect to the Obligor) or on any shares of stock of (or other
interests in) any Restricted Subsidiary of the Obligor unless the Obligor or
such first mentioned Restricted Subsidiary secures or the Obligor causes such
Restricted Subsidiary to secure the Notes (and any other Debt of the Obligor or
such Restricted Subsidiary, at the option of the Obligor or such Restricted
Subsidiary, as the case may be, not subordinate to the Notes), equally and
ratably with (or prior to) such secured Debt, for so long as such secured Debt
shall be so secured. This restriction will not, however, apply to Debt secured
by:

                  (1) Liens existing prior to the initial issuance of Notes
hereunder;

                  (2) Liens on property of or shares of stock of (or other
interests in) any Entity existing at the time such Entity becomes a Restricted
Subsidiary of the Obligor;

                  (3) Liens on property of or shares of stock of (or other
interests in) any Entity existing at the time of acquisition thereof (including
acquisition through merger or consolidation);

                  (4) Liens securing indebtedness incurred to finance all or any
part of the purchase price of property or the cost of construction of such
property (or additions, substantial repairs, alterations or substantial
improvements thereto), provided that such Lien and the indebtedness secured
thereby are incurred within 365 days after the later of acquisition of such
property or the completion of construction (or addition, repair, alteration or
improvement) thereon and the commencement of full operation thereof;

                  (5) Liens in favor of the Obligor or any of its Restricted
Subsidiaries;

                  (6) Liens in favor of, or required by contracts with,
governmental entities; or

                  (7) any extension, renewal, or refunding referred to in any of
the preceding clauses (1) through (6), provided that in the case of a Lien
permitted under clause (1), (2), (3), (4) or (5), the Debt secured is not
increased nor the Lien extended to any additional assets.

                  Notwithstanding the foregoing, the Obligor or any of its
Restricted Subsidiaries may incur, suffer to exist or guarantee any Debt secured
by a Lien on any Principal Property (as such term is defined with respect to the
Obligor) or on any shares of stock of (or other interests

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in) any Restricted Subsidiary of the Obligor if, after giving effect thereto,
the aggregate amount of Exempted Debt does not exceed 15% of Consolidated Net
Tangible Assets of the Obligor.

                  Section 9.07. Limitation on Sale-Leaseback Transactions.

                  (1) The Obligor will not, and will not permit, any of its
Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to
the Obligor or a Restricted Subsidiary of the Obligor, any Principal Property
(as such term is defined with respect to the Obligor) as an entirety, or any
substantial portion thereof, with the intention of taking back a lease of all or
part of such property, except a lease for a period of three years or less at the
end of which it is intended that the use of such property by the lessee will be
discontinued; provided that, notwithstanding the foregoing, the Obligor or any
of its Restricted Subsidiaries may sell a Principal Property (as such term is
defined with respect to the Obligor) and lease it back for a longer period (i)
if the Obligor or such Restricted Subsidiary would be entitled, pursuant to
Section 9.06, to create a Lien on the property to be leased securing Debt in an
amount equal to the Attributable Debt with respect to the sale and lease-back
transaction without equally and ratably securing the Outstanding Notes or (ii)
if (A) the Obligor promptly informs the Trustee of such transactions, (B) the
net proceeds of such transactions are at least equal to the fair value (as
determined by a Managing Directors Resolution) of such property and (C) the
Obligor causes an amount equal to the net proceeds of the sale to be applied
either (x) to the retirement (whether by redemption, cancellation after
open-market purchases, or otherwise), within 365 days after receipt of such
proceeds, of Funded Debt having an outstanding principal amount equal to such
net proceeds or (y) to the purchase or acquisition (or in the case of property,
the construction) of property or assets used in the business of the Obligor or
any Restricted Subsidiary, within 365 days after receipt of such proceeds.

                  (2) Notwithstanding Section 9.07(1), the Obligor or any
Restricted Subsidiary of the Obligor may enter into sale and lease-back
transactions in addition to those permitted by Section 9.07(1), and without any
obligation to retire any outstanding Funded Debt or to purchase property or
assets, provided that at the time of entering into such sale and lease-back
transactions and after giving effect thereto, Exempted Debt does not exceed 15%
of Consolidated Net Tangible Assets of the Obligor.

                                    ARTICLE X

                               REDEMPTION OF NOTES

                  Section 10.01. Election to Redeem; Notice to Trustee. If the
Obligor elects to redeem any series of Notes pursuant to the optional redemption
provisions of Section 10.07 or any other optional redemption provision provided
for with respect to such series of Notes, it shall furnish to the Trustee, at
least 45 days but not more than 60 days before the Redemption Date, an Officers'
Certificate setting forth (1) the Redemption Date, and (2) the CUSIP and/or ISIN
numbers of the series of Notes to be redeemed.

                  Section 10.02. Selection by Trustee of the Notes to be
Redeemed. If fewer than all the Notes of any series are to be redeemed, the
particular Notes of such series to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee from the

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Outstanding Notes of such series not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate. The portions of the
principal of Notes of such series so selected for partial redemption shall be
equal to $1,000, or an integral multiple of $1,000 in excess thereof, and the
principal amount which remains Outstanding shall not be less than $1,000.

                  The Trustee shall promptly notify the Obligor in writing of
the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the principal amount thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Notes shall
relate, in the case of any Note redeemed or to be redeemed only in part, to the
portion of the principal of such Note which has been or is to be redeemed.

                  Section 10.03. Notice of Redemption.

                  (1) Notice of redemption to the Holders of Notes to be
redeemed as a whole or in part at the option of the Obligor shall be given by
first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60
days prior to the Redemption Date, to each such Holder at such Holder's last
address appearing in the Security Register.

                  (2) All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price, or if not then ascertainable,
         the manner of calculating the Redemption Price;

                  (iii)    if fewer than all Outstanding Notes of any series are
         to be redeemed, the identification (and, in the case of partial
         redemption, the respective principal amounts) of the Notes of such
         series to be redeemed from the Holder to whom the notice is given and
         that on and after the Redemption Date, upon surrender of such Note, a
         new Note or Notes of such series in the aggregate principal amount
         equal to the unredeemed portion thereof will be issued in accordance
         with Section 10.06;

                  (iv)     that on the Redemption Date the Redemption Price will
         become due and payable upon each Note of such series called for
         redemption, and that interest, if any, thereon shall cease to accrue
         from and after said date;

                  (v)      the place where Notes of such series called for
         redemption are to be surrendered for payment of the Redemption Price,
         which shall be the office or agency maintained by the Obligor pursuant
         to Section 9.02;

                  (vi)     the name and address of the Paying Agent;

                  (vii)    that the Notes called for redemption must be
         surrendered to the Paying Agent to collect the Redemption Price; and

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                  (viii)   the CUSIP and/or ISIN number, and that no
         representation is made as to the correctness or accuracy of the CUSIP
         and/or ISIN number, if any, listed in such notice or printed on the
         series of Notes.

                  (3) Notice of redemption of Notes shall be given by the
Obligor or, at the Obligor's request, by the Trustee in the name and at the
expense of the Obligor.

                  Section 10.04. Deposit of Redemption Price. On or prior to 10
a.m. on any Redemption Date, the Obligor shall deposit with the Trustee or with
a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 9.03) an amount of money sufficient to
pay the Redemption Price of all the Notes of such series which are to be
redeemed on that date.

                  Section 10.05. Notes Payable on Redemption Date.

                  (1) Notice of redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified and from and after such date (unless the
Obligor shall default in the payment of the Redemption Price) such Notes shall
cease to bear interest. Upon surrender of such Notes for redemption in
accordance with the notice, such Notes shall be paid by the Obligor at the
Redemption Price. Any installment of interest due and payable on or prior to the
Redemption Date shall be payable to the Holders of such Notes registered as such
on the relevant Record Date according to the terms and the provisions of Section
2.06.

                  (2) If any Note called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor by the Note.

                  Section 10.06. Notes Redeemed in Part. Any Note that is to be
redeemed only in part shall be surrendered at the office or agency maintained by
the Obligor pursuant to Section 9.02 (with, if the Obligor or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Obligor shall execute and
the Trustee shall authenticate and deliver to the Holder of such Note without
service charge and at the expense of the Obligor, a new Note or Notes of the
same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of such Note so surrendered.

                  Section 10.07. Optional Redemption. The Notes of any series
will be redeemable in whole or in part at any time at the option of the Obligor,
regardless of whether the Notes of any other series are to be redeemed, 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 an Independent Investment Banker, the sum
of the present values of the remaining scheduled payments of principal and
interest on the Notes being redeemed from the Redemption Date to the Maturity
Date discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a

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discount rate equal to the Treasury Rate plus the number of basis points, if
any, provided for with respect to such series of Notes being redeemed;

plus, for (1) or (2) above, whichever is applicable, accrued and unpaid interest
on the Notes to be redeemed to, but not including, the Redemption Date. The
Treasury Rate shall be calculated on the third Business Day preceding the
Redemption Date and notice thereof shall promptly be given by the Obligor to the
Trustee.

                  Any redemption pursuant to this Section 10.07 shall be made
pursuant to the provisions of Section 10.01 through 10.06.

                  Notwithstanding anything in this Section 10.07 to the
contrary, the Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional
redemption provisions with respect to a series of Notes in addition to, or in
substitution of, the provision contained in this Section 10.07 and may provide
with respect to a series of Notes for an optional redemption provision identical
to the provision contained in this Section but providing for different
definitions of the terms "Comparable Treasury Issue," "Comparable Treasury
Price," "Reference Treasury Dealer," "Reference Treasury Dealer Quotations" and
"Treasury Rate."

                  Section 10.08. Mandatory Redemption. Unless otherwise provided
pursuant to Section 2.01(1)(v)(j), the Obligor shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes of any
series.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.

                                          BOTTLING GROUP, LLC


                                          By: /s/ Nicholas J. D'Alessandro
                                              ----------------------------------
                                              Name:  Nicholas J. D'Alessandro
                                              Title: Managing Director-Delegatee

                                         JPMORGAN CHASE BANK

                                          By: /s/ Nicholas Sberlati
                                              ----------------------------------
                                              Name:  Nicholas Sberlati
                                              Title: Trust Officer