##### 



EXHIBIT 10.1




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND ACCOUNTING
    
    
    1SECTION 1.01. Certain Defined Terms
    
    
    1SECTION 1.02. Computation of Time Periods
    
    
    13SECTION 1.03. Accounting Terms
    
    
    13ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
    
    
    13SECTION 2.01. The Revolving Credit Advances
    
    
    14SECTION 2.02. Making the Revolving Credit Advances.
    
    
    14SECTION 2.03. The Competitive Bid Advances.
    
    
    16SECTION 2.04. Issuance of Letters of Credit
    
    
    19SECTION 2.05. L/C Payments
    
    
    21SECTION 2.06. Fees
    
    
    23SECTION 2.07. Termination, Reduction or Increase of the Commitments.
    
    
    24SECTION 2.08. Repayment of Revolving Credit Advances; Evidence of Indebtedness;
Extension of Termination Date.
    
    
    27SECTION 2.09. Interest on Revolving Credit Advances and Letters of Credit
    
    
    28SECTION 2.10. Interest Rate Determination.
    
    
    29SECTION 2.11. Optional Conversion of Revolving Credit Advances
    
    
    30SECTION 2.12. Optional Prepayments of Revolving Credit Advances
    
    
    30SECTION 2.13. Increased Costs.
    
    
    31SECTION 2.14. Illegality
    
    
    32SECTION 2.15. Payments and Computations.
    
    
    32SECTION 2.16. Taxes.
    
    
    33SECTION 2.17. Sharing of Payments, Etc
    
    
    35SECTION 2.18. Use of Proceeds
    
    
    36SECTION 2.19. Borrowings by Borrowing Subsidiaries; Substitution of Borrower.
    
    
    36SECTION 2.20. Mitigation Obligations
    
    
    37ARTICLE III CONDITIONS TO EFFECTIVENESS AND ARTICLE II
    
    
    38SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01, 2.03 and 2.04
    
    
    38SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing and
Letter of Credit Issuance
    
    
    39SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing
    
    
    40SECTION 3.04. Determinations Under Section 3.01
    
    
    40ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES
    
    
    41SECTION 4.01. Representations and Warranties of the Loan Parties
    
    
    41ARTICLE V COVENANTS
    
    
    42SECTION 5.01. Affirmative Covenants
    
    
    42SECTION 5.02. Negative Covenants
    
    
    44SECTION 5.03. Financial Covenants
    
    
    45ARTICLE VI EVENTS OF DEFAULT
    
    
    46SECTION 6.01. Events of Default
    
    
    46ARTICLE VII THE AGENT
    
    
    48
 -i-




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PageARTICLE VIII MISCELLANEOUS
    
    
    50SECTION 8.01. Amendments, Etc.
    
    
    50SECTION 8.02. Notices, Etc.
    
    
    51SECTION 8.03. No Waiver; Remedies
    
    
    53SECTION 8.04. Costs and Expenses
    
    
    53SECTION 8.05. Right of Set-off
    
    
    54SECTION 8.06. Binding Effect
    
    
    54SECTION 8.07. Assignments and Participations
    
    
    54SECTION 8.08. Confidentiality
    
    
    57SECTION 8.09. Governing Law
    
    
    58SECTION 8.10. Execution in Counterparts
    
    
    58SECTION 8.11. Jurisdiction, Etc.
    
    
    58SECTION 8.12. WAIVER OF JURY TRIAL
    
    
    58SECTION 8.13. USA PATRIOT Act
    
    
    59ARTICLE IX COMPANY GUARANTEE
    
    
    59SECTION 9.01. Company Guarantee
    
    
    59ARTICLE X SUBSIDIARY GUARANTEE
    
    
    60SECTION 10.01. Subsidiary Guarantee
    
    
    60SECTION 10.02. Limitation of Guarantors Liability
    
    
    62
 SCHEDULE 1
    
    - Lending OfficesSCHEDULE 2
    
    - Pricing ScheduleEXHIBIT A-1
    
    - Form of Notice of Revolving Credit BorrowingEXHIBIT A-2
    
    - Form of Notice of Competitive Bid BorrowingEXHIBIT A-3
    
    - Form of Extension AgreementEXHIBIT B
    
    - Form of Assignment and AcceptanceEXHIBIT C-1
    
    - Form of Opinion of Special New York Counsel to the Company and the GuarantorEXHIBIT C-2
    
    - Form of Opinion of Assistant General Counsel of the Company and the GuarantorEXHIBIT C-3
    
    - Form of Opinion of Special New York Counsel for the AgentEXHIBIT D
    
    - Form of Designation LetterEXHIBIT E
    
    - Form of Substitution LetterEXHIBIT F
    
    - Form of Termination Letter
 -ii-




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Company Guarantor Initial Lenders Citibank Agent
   Certain Defined Terms
 Advance
 Affiliate
 Agents Account
 Aggregate L/C Exposure plus
 Alternate Covenant Date
 Applicable Facility Fee Rate
 5-Year Credit Agreement




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Applicable Lending Office
 Applicable Margin
 Applicable Percentage
 Applicable Utilization Fee Rate
 Available Amount
 Assignment and Acceptance
 Base Rate
  1 2
 Base Rate Advance
 5-Year Credit Agreement




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-3- Borrowers
 Borrowing
 Borrowing Subsidiary
 Business Day
 Change of Control
 Commitment
 Competitive Bid Advance
 Competitive Bid Borrowing
 Competitive Bid Reduction
 Confidential Information
 Consolidated
 5-Year Credit Agreement




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-4- Consolidated EBITDA plus minus pro forma
 Consolidated Leverage Ratio
 Consolidated Net Income
 Consolidated Net Tangible Assets
 Consolidated Net Worth
 5-Year Credit Agreement




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-5- Consolidated Total Debt
 Control Controlling Controlled
 Convert Conversion Converted
 Debt
 Debt to Capitalization Ratio
 Declining Lender
 5-Year Credit Agreement




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-6- Default
 Designation Letter
 Domestic Lending Office
 Effective Date
 Eligible Assignee provided however provided however
 Environmental Law
 ERISA
 Eurodollar Lending Office
 5-Year Credit Agreement




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-7- Eurodollar Rate subject however
 Eurodollar Rate Advance
 Events of Default
 Extending Lender
 Extension Agreement
 Federal Funds Rate
 Fiscal Quarter
 Fiscal Year
 5-Year Credit Agreement




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-8- Fixed Rate Advances
 GAAP
 Granting Lender
 Guaranteed Party
 Hazardous Materials
 Index Debt
 Information Memorandum
 Interest Period provided however
   provided however
 5-Year Credit Agreement




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-9-   Internal Revenue Code
 Issuing Lender
 L/C Payment
 L/C Reimbursement Obligation
 L/C Related Documents
 Lenders
 Letter of Credit
 Letter of Credit Commission Rate
 Letter of Credit Facility Amount
 LIBO Rate Advances
 Lien
 Loan Documents
 Loan Party
 Margin Stock
 5-Year Credit Agreement




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-10- Master Bottling Agreement
 Material Adverse Change
 Material Adverse Effect
 Material Subsidiary
 Moodys
 Moodys Rating
 New Lender
 Notice of Competitive Bid Borrowing
 Notice of L/C Issuance
 Notice of Revolving Credit Borrowing
 Pepsi
 Person
 Principal Property
 5-Year Credit Agreement




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-11-  Quarterly Dates
 Rating
 Rating Level Change
 Rating Level Period provided
 (i)
    
    Rating Level 1 Period means a period during which the
Moodys Rating is at or above Aa3 or the S&P Rating is at or above AA-;(ii)
    
    Rating Level 2 Period means a period that is not a
Rating Level 1 Period, during which the Moodys Rating is at or above A1 or the
S&P Rating is at or above A+;(iii)
    
    Rating Level 3 Period means a period that is not a
Rating Level 1 Period or a Rating Level 2 Period, during which the Moodys
Rating is at or above A2 or the S&P Rating is at or above A;(iv)
    
    Rating Level 4 Period means a period that is not a
Rating Level 1 Period, a Rating Level 2 Period or a Rating Level 3 Period,
during which the Moodys Rating is at or above A3 or the S&P Rating is at or
above A-; and(v)
    
    Rating Level 5 Period means a period that is not a
Rating Level 1 Period, a Rating Level 2 Period, a Rating Level 3 Period or a
Rating Level 4 Period;
 provided provided
 Reference Banks
 5-Year Credit Agreement




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-12- Related Parties
 Register
 Required Lenders provided
 Restricted Subsidiary
 Revolving Credit Advance Type
 Revolving Credit Borrowing
 S&P
 S&P Rating
 SPC
 Subsidiary
 Substitution Date
 Substitution Letter
 5-Year Credit Agreement




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-13- Termination Date provided
 Termination Letter
 Type
 Unrestricted Subsidiary
 Voting Stock
 Computation of Time Periods
 Accounting Terms provided
 5-Year Credit Agreement




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-14-   The Revolving Credit Advances Commitment provided Competitive Bid Reduction provided further plus
   Making the Revolving Credit Advances
 Notice of Revolving Credit Borrowing
 5-Year Credit Agreement




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-15-   provided however
    5-Year Credit Agreement




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-16-   The Competitive Bid Advances
 provided plus
 Notice of
Competitive Bid Borrowing Fixed
Rate Advances LIBO Rate Advances
 5-Year Credit Agreement




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-17- provided provided
    5-Year Credit Agreement




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-18-     provided
  5-Year Credit Agreement




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-19-   provided
  Issuance of Letters of Credit
 Letter of Credit provided
 provided
 5-Year Credit Agreement




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-20-    Notice of L/C Issuance L/C Related
Documents
   5-Year Credit Agreement




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-21-  L/C Payments
 Honor Date
 Unreimbursed
Amount pro rata provided
    5-Year Credit Agreement




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-22-   pro rata
      5-Year Credit Agreement




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-23-   provided however
 Applicability of ISP98 and UCP UCP ICC
 Fees
 Facility Fee
 5-Year Credit Agreement




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-24-  Agents Fees
 Utilization Fee plus
 Letter of Credit Fees
 pro rata
  Termination, Reduction or Increase of the Commitments
 provided provided further plus
  5-Year Credit Agreement




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-25-  Proposed Aggregate Commitment Increase provided
   Increase Notice Increase Notice Date Increase Date
 Proposed New Commitment provided
   5-Year Credit Agreement




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-26-  Proposed Increased Commitment
 Total Committed Increase
       5-Year Credit Agreement




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-27- first
 then
  Repayment of Revolving Credit Advances; Evidence of Indebtedness;
Extension of Termination Date
  prima facie provided
  5-Year Credit Agreement




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-28- Extending Lender Declining Lender Replacement Lender provided New Termination Date
 Interest on Revolving Credit Advances and Letters of Credit Advances
 Base Rate Advances
 5-Year Credit Agreement




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-29-  Eurodollar Rate Advances plus
 Interest Rate Determination
     5-Year Credit Agreement




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-30-      Optional Conversion of Revolving Credit Advances provided however
 Optional Prepayments of Revolving Credit Advances provided
 5-Year Credit Agreement




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-31- Section 8.04(d).
 Increased Costs
   5-Year Credit Agreement




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-32- Illegality
 Payments and Computations
    5-Year Credit Agreement




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-33- provided however
  Taxes
 Income
 Foreign Lender
  5-Year Credit Agreement




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-34- Taxes
 Change in Law
 Other Taxes
 Foreign Payment
 5-Year Credit Agreement




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-35- Foreign Change in Law
     Sharing of Payments, Etc
 5-Year Credit Agreement




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-36- provided however
 Use of Proceeds
 Borrowings by Borrowing Subsidiaries; Substitution of Borrower
 Designation Letter
 Termination Letter
 5-Year Credit Agreement




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-37- provided
 Substitution Date Substitution
Letter
    Mitigation Obligations
 5-Year Credit Agreement




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-38-    Conditions Precedent to Effectiveness of Sections 2.01, 2.03 and 2.04 Effective Date
      5-Year Credit Agreement




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-39-            Conditions Precedent to Each Revolving Credit Borrowing and Letter of Credit
Issuance
 5-Year Credit Agreement




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-40-     Conditions Precedent to Each Competitive Bid Borrowing
   Determinations Under Section 3.01
 5-Year Credit Agreement




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-41-    Representations and Warranties of the Loan Parties Loan Party
       5-Year Credit Agreement




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-42-       Affirmative Covenants
 Compliance with Laws, Etc.
 Payment of Taxes, Etc. provided however
 5-Year Credit Agreement




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-43-  Preservation of Corporate Existence, Etc. provided however provided further
 Reporting Requirements
     5-Year Credit Agreement




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-44- Negative Covenants
 Secured Debt provided
       Mergers, Etc.
 Subsidiary Debt
  5-Year Credit Agreement




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-45-   provided
   Restrictive Agreements provided
 Ownership
 Financial Covenants
 Debt to Capitalization Ratio
 5-Year Credit Agreement




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-46- Consolidated Leverage Ratio
   Events of Default Events of
Default
      5-Year Credit Agreement




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-47-  provided however
     5-Year Credit Agreement




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-48- provided however
   Authorization and Action provided however
 Agents Reliance, Etc.
 5-Year Credit Agreement




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-49-  Citibank and Affiliates
 Lender Credit Decision .
 Indemnification provided
 Successor Agent
 5-Year Credit Agreement




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-50-  Arrangers, Etc
   Amendments, Etc. provided however provided further
 Notices, Etc.
 5-Year Credit Agreement




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-51-  
 
 
  
       5-Year Credit Agreement




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-52- Communications
 Platform AGENT PARTIES
   5-Year Credit Agreement




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-53- No Waiver; Remedies
 Costs and Expenses
  Indemnified Party
 provided
  5-Year Credit Agreement




---



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-54-   Right of Set-off provided
 Binding Effect
 Assignments and Participations
  5-Year Credit Agreement




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-55- provided however
  5-Year Credit Agreement




---



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-56-   Register
 Granting
Lender SPC provided
 5-Year Credit Agreement




---



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-57-  provided however
 provided
  Confidentiality
 5-Year Credit Agreement




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-58-  Governing Law
 Execution in Counterparts
 Jurisdiction, Etc.
   WAIVER OF JURY TRIAL EACH BORROWER, THE AGENT, EACH ISSUING LENDER AND
EACH OF THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF
THE LOAN
 5-Year Credit Agreement




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-59- DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF THE AGENT, ANY ISSUING
LENDER OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF
 USA PATRIOT Act Act
   Company Guarantee Guaranteed Party
  5-Year Credit Agreement




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-60- Benefitted
Party
    Subsidiary Guarantee
 5-Year Credit Agreement




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-61-  Benefitted Person
 5-Year Credit Agreement




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-62-  Limitation of Guarantors Liability




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THE PEPSI BOTTLING GROUP, INC.,
as BorrowerBy:
    /s/ Kenneth SmithName:
    Kenneth SmithTitle:
    TreasurerBOTTLING GROUP, LLC,
as GuarantorBy:
    /s/ David YawmanName:
    David YawmanTitle:
    Managing Director-DelegateeCITIBANK, N.A.,
as AgentBy:
    /s/ William S. Timmons, IIIName:
    William S. Timmons, IIITitle:
    Vice President 5- Year Credit Agreement




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COMMITMENT
    
    INITIAL LENDERS$53,125,000
    
    CITIBANK, N.A.By:
    
    /s/ William S. Timmons, IIIName: William S. Timmons, IIITitle: Vice President$68,125,000
    
    HSBC BANK USA, N.A.By:
    
    /s/ Thomas FoleyName: Thomas FoleyTitle: Senior Vice President$53,125,000
    
    BANK OF AMERICA, N.A.By:
    
    /s/ David CatherallName: David CatherallTitle: Vice President$53,125,000
    
    CREDIT SUISSE, CAYMAN ISLANDS BRANCHBy:
    
    /s/ Karl StuderName: Karl StuderTitle: DirectorBy:
    
    /s/ Yvonne GuntlinName: Yvonne GuntlinTitle: Assistant Vice President
 Initial Lenders




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COMMITMENT
    
    INITIAL LENDERS$53,125,000
    
    DEUTSCHE BANK AG NEW YORK BRANCHBy:
    
    /s/ Frederick W. LairdName: Frederick W. LairdTitle: Managing DirectorBy:
    
    /s/ Ming K. ChuName: Ming K. ChuTitle: Vice President$53,125,000
    
    JPMORGAN CHASE BANK, NATIONAL
ASSOCIATIONBy:
    
    /s/ Thomas T. HouName: Thomas T. HouTitle: Vice President$63,125,000
    
    LEHMAN BROTHERS BANK, FSBBy:
    
    /s/ Janine M. ShuganName: Janine M. ShuganTitle: Authorized Signatory$53,125,000
    
    MORGAN STANLEY BANKBy:
    
    /s/ Daniel TwengeName: Daniel TwengeTitle: Vice President$450,000,000 TOTAL OF THE COMMITMENTS
 Initial Lenders




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LENDING OFFICES
 Lender
    
    Domestic Lending Office
    
    Eurodollar Lending OfficeCITIBANK, N.A.
    
    2 Penns Way
Suite 100
New Castle, DE 19720
    
    2 Penns Way
Suite 100
New Castle, DE 19720HSBC BANK USA, N.A.
    
    452 Fifth Avenue
New York, New York 10018
    
    452 Fifth Avenue
New York, New York 10018BANK OF AMERICA, N.A
    
    901 Main Street, 14th Floor
Dallas, Texas 75202
    
    901 Main Street, 14th Floor
Dallas, Texas 75202CREDIT SUISSE, CAYMAN ISLANDS BRANCH
    
    11 Madison Avenue
New York, New York 10010
    
    11 Madison Avenue
New York, New York 10010DEUTSCHE BANK AG NEW YORK BRANCH
    
    90 Hudson Street
Mailstop JCY05-0511
Jersey City, NJ 07302
    
    90 Hudson Street
Mailstop JCY05-0511
Jersey City, NJ 07302JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
    
    270 Park Avenue
New York, New York 10017
    
    270 Park Avenue
New York, New York 10017LEHMAN BROTHERS BANK, FSB
    
    745 7th Avenue, 16thFloor
New York, NY 10019
    
    745 7th Avenue, 16thFloor
New York, NY 10019MORGAN STANLEY BANK
    
    2500 Lake Park Blvd.,
Suite 300C
West Valley City, Utah 84120
    
    2500 Lake Park Blvd.,
Suite 300C
West Valley City, Utah 84120
 Schedule 1




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ApplicableApplicable Facility
    
    
    
    
    
    Utilization FeeRating Level Period
    
    Fee Rate
    
    Applicable Margin
    
    Rate11
    
    4.0 bps
    
    16.0 bps
    
    5.0 bps2
    
    5.0 bps
    
    20.0 bps
    
    5.0 bps3
    
    6.0 bps
    
    24.0 bps
    
    5.0 bps4
    
    8.0 bps
    
    27.0 bps
    
    10.0 bps5
    
    10.0 bps
    
    40.0 bps
    
    10.0 bps
 
 1
    
    Applicable if utilization exceeds 50% of Commitment amount. Schedule 2




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Company Credit Agreement Guarantor Proposed Revolving Credit
Borrowing
 
  
 
    Form of Notice of Revolving Credit Borrowing




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Very truly yours,THE PEPSI BOTTLING GROUP, INC.By:Name:Title:
 Form
of Notice of Revolving Credit Borrowing




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Company Credit Agreement Guarantor Proposed Competitive Bid Borrowing
 (A)
    
    Date of ProposedCompetitive Bid Borrowing(B)
    
    Aggregate Amount of ProposedCompetitive Bid Borrowing(C)
    
    Maturity Date(D)
    
    Interest Rate Basis(E)
    
    Interest Payment Date(s)(F)
    
    Identity of Borrower
   Form of Notice of Issuance




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Very truly yours,
THE PEPSI BOTTLING GROUP, INC.By:Name:Title: Form of Notice of Competitive Bid Borrowing




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Extension
Date Credit
Agreement
   Form of Extension Agreement




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Credit Agreement Company Guarantor Agent
     Form of Assignment and Acceptance




---



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Effective Date
      Form of Assignment and Acceptance




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Percentage interest assigned:
    
    ___%Assignees Commitment:
    
    $Aggregate outstanding principal
amount of Revolving Credit Advances assigned:
    
    $Effective Date2:

    , ___
 [NAME OF ASSIGNOR], as AssignorByTitle:Dated:
                 
        ,[NAME OF ASSIGNEE], as AssigneeByTitle:Dated:
                 
        ,Domestic Lending Office:[Address]Eurodollar Lending Office:[Address]
 
 2
    
    This date should be no earlier than five
Business Days after the delivery of this Assignment and Acceptance to the
Agent. Schedule 1 to Assignment and Acceptance




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By:Name:Title:
 
  By:Name:Title:
  By:Name:Title:
 Schedule 1 to Assignment and Acceptance




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##### 



The Pepsi Bottling Group, Inc.  Bottling Group, LLC  Credit Agreement dated as of March [], 2006
  Borrower Guarantor Companies  Credit Agreement Lenders Agent
  i.
    
    the Credit Agreement,ii.
    
    the articles of incorporation of the Borrower, as amended,iii.
    
    the by-laws of the Borrower, as amended,iv.
    
    the limited liability company agreement of the Guarantor, as amended, andv.
    
    the certificate of formation of the Guarantor, as amended.
   Form of Opinion of Special New York Counsel of the Company and the Guarantor




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Form of Opinion of Special New York Counsel of the Company and the Guarantor




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provided
  Form of Opinion of Special New York Counsel of the Company and the Guarantor




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Form of Opinion of Special New York Counsel of the Company and the Guarantor




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The Pepsi Bottling Group, Inc.
  Credit Agreement Company Guarantor
    Charter
 By-laws
 Form of Opinion of Assistant General Counsel of the Company and the Guarantor




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LLC Agreement
 Certificate of Formation
  
 
       Form of Opinion of Assistant General Counsel of the Company and the Guarantor




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Form of Opinion of Assistant General Counsel of the Company and the Guarantor




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Agent Credit Agreement Borrower Guarantor Credit Parties Banks
      Form of Opinion of Special New York Counsel for the Agent




---



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Form of Opinion of Special New York Counsel for the Agent




---



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Form of Opinion of Special New York Counsel for the Agent




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##### 



Credit Agreement Company Guarantor Agent Initial Lenders
 Borrowing Subsidiary
   Form of Designation Letter




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THE PEPSI BOTTLING GROUP, INC.By:Name:Title: [NAME OF BORROWING SUBSIDIARY]By:Name:Title: Form of Designation Letter




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By:Name:Title:
 Form of Designation Letter




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Credit Agreement Company Guarantor Agent Initial Lenders
     Form of Substitution Letter




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THE PEPSI BOTTLING GROUP, INC.By:Name:Title: BOTTLING GROUP, LLCBy:Name:Title: Form of Substitution Letter




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Credit Agreement Company Guarantor
 
 THE PEPSI BOTTLING GROUP, INC.By:Name:Title: Form of Termination Letter