Exhibit 4
                                                                      ---------

                                                                 EXECUTION COPY
                                                                 --------------










                               BOTTLING GROUP, LLC
                                  (as Obligor)

                                       and

                               JPMORGAN CHASE BANK
                                  (as Trustee)

                      4 1/8% Senior Notes due June 15, 2015

                 4 1/8% Series B Senior Notes due June 15, 2015


                                    Indenture

                            Dated as of June 10, 2003








<PAGE>

<TABLE>
<CAPTION>

                                                              Article I
                                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


<S>     <C>                                                                                                     <C>
Section 1.01.         Definitions................................................................................1

Section 1.02.         Officers' Certificates and Opinions.......................................................11

Section 1.03.         Form of Documents Delivered to Trustee....................................................12

Section 1.04.         Acts of Holders...........................................................................12

Section 1.05.         Notices, Etc., to Trustee and Obligor.....................................................13

Section 1.06.         Notice to Holders; Waiver.................................................................13

Section 1.07.         Conflict with Trust Indenture Act.........................................................14

Section 1.08.         Effect of Headings and Table of Contents..................................................14

Section 1.09.         Successors and Assigns....................................................................14

Section 1.10.         Separability Clause.......................................................................14

Section 1.11.         Benefits of Indenture.....................................................................14

Section 1.12.         Governing Law.............................................................................14

Section 1.13.         Counterparts..............................................................................14

Section 1.14.         Legal Holidays............................................................................14
</TABLE>


                                                              Article II
                                                               THE NOTES
<TABLE>
<CAPTION>


<S>     <C>                                                                                                    <C>
Section 2.01.         Form and Dating...........................................................................15

Section 2.02.         Execution and Authentication; Aggregate Principal Amount..................................17

Section 2.03.         Temporary Notes...........................................................................18

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

Section 2.05.         Mutilated, Destroyed, Lost and Stolen Notes...............................................24

Section 2.06.         Payment of Interest; Interest Rights Preserved............................................24

Section 2.07.         Persons Deemed Owners.....................................................................25

Section 2.08.         Cancellation..............................................................................26

Section 2.09.         Computation of Interest...................................................................26

Section 2.10.         CUSIP Numbers.............................................................................26

Section 2.11.         Additional Interest under Registration Rights Agreement...................................26

Section 2.12          Issuance of Additional Notes..............................................................26
</TABLE>




                                                              Article III
                                                      SATISFACTION AND DISCHARGE
<TABLE>
<CAPTION>


<S>     <C>                                                                                                    <C>
Section 3.01.         Satisfaction and Discharge of Indenture...................................................27
</TABLE>

                                                                       i




<PAGE>


<TABLE>
<CAPTION>

<S>     <C>                                                                                                    <C>
Section 3.02.         Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations.29

Section 3.03.         Application of Trust Money................................................................30

Section 3.04.         Paying Agent to Repay Moneys Held.........................................................30

Section 3.05.         Return of Unclaimed Amounts...............................................................30
</TABLE>


                                                              Article IV
                                                               REMEDIES
<TABLE>
<CAPTION>


<S>     <C>                                                                                                    <C>
Section 4.01.         Events of Default.........................................................................31

Section 4.02.         Acceleration of Maturity; Rescission and Annulment........................................32

Section 4.03.         Collection of Indebtedness and Suits for Enforcement......................................33

Section 4.04.         Trustee May File Proofs of Claim..........................................................34

Section 4.05.         Trustee May Enforce Claims Without Possession of Notes....................................34

Section 4.06.         Application of Money Collected............................................................34

Section 4.07.         Limitation on Suits.......................................................................35

Section 4.08.         Unconditional Right of Holders to Receive Payment of Principal, Premium and Interest......35

Section 4.09.         Restoration of Rights and Remedies........................................................35

Section 4.10.         Rights and Remedies Cumulative............................................................36

Section 4.11.         Delay or Omission Not Waiver..............................................................36

Section 4.12.         Control by Holders........................................................................36

Section 4.13.         Waiver of Past Defaults...................................................................36

Section 4.14.         Undertaking for Costs.....................................................................36

Section 4.15.         Waiver of Stay or Extension Laws..........................................................37
</TABLE>


                                                               Article V
                                                              THE TRUSTEE
<TABLE>
<CAPTION>


<S>     <C>                                                                                                    <C>
Section 5.01.         Certain Duties and Responsibilities of Trustee............................................37

Section 5.02.         Notice of Defaults........................................................................38

Section 5.03.         Certain Rights of Trustee.................................................................38

Section 5.04.         Not Responsible for Recitals or Issuance of Notes.........................................39

Section 5.05.         May Hold Notes............................................................................39

Section 5.06.         Money Held in Trust.......................................................................40

Section 5.07.         Compensation and Reimbursement............................................................40

Section 5.08.         Disqualification; Conflicting Interests...................................................40
</TABLE>

                                                                      ii



<PAGE>

<TABLE>
<CAPTION>


<S>     <C>                                                                                                    <C>
Section 5.09.         Corporate Trustee Required; Eligibility...................................................41

Section 5.10.         Resignation and Removal; Appointment of Successor.........................................41

Section 5.11.         Acceptance of Appointment by Successor....................................................42

Section 5.12.         Merger, Conversion, Consolidation or Succession to Business...............................42

Section 5.13.         Preferential Collection of Claims Against Obligor.........................................43

Section 5.14.         Appointment of Authenticating Agent.......................................................43
</TABLE>

<TABLE>
<CAPTION>

                                                              Article VI
                                           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

<S>     <C>                                                                                                    <C>
Section 6.01.         Obligor to Furnish Trustee Names and Addresses of Holders.................................44

Section 6.02.         Preservation of Information; Communications to Holders....................................45

Section 6.03.         Reports by Trustee........................................................................45

Section 6.04.         Reports by Obligor........................................................................47
</TABLE>

<TABLE>
<CAPTION>

                                                              Article VII
                                             CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

<S>     <C>                                                                                                    <C>
Section 7.01.         Obligor May Consolidate, Etc., Only on Certain Terms......................................47

Section 7.02.         Successor Entity Substituted..............................................................47
</TABLE>

<TABLE>
<CAPTION>

                                                             Article VIII
                                                        SUPPLEMENTAL INDENTURES

<S>     <C>                                                                                                    <C>
Section 8.01.         Supplemental Indentures Without Consent of Holders........................................48

Section 8.02.         Supplemental Indentures with Consent of Holders...........................................48

Section 8.03.         Execution of Supplemental Indentures......................................................49

Section 8.04.         Effect of Supplemental Indentures.........................................................49

Section 8.05.         Conformity with Trust Indenture Act.......................................................50
</TABLE>


                                                              Article IX
                                                               COVENANTS
<TABLE>
<CAPTION>

<S>     <C>                                                                                                    <C>
Section 9.01.         Payment of Principal, Premium and Interest................................................50

Section 9.02.         Maintenance of Office or Agency...........................................................50

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

Section 9.04.         Certificate to Trustee....................................................................51

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

Section 9.06.         Limitation on Liens.......................................................................52

Section 9.07.         Limitation on Sale-Leaseback Transactions.................................................52
</TABLE>

                                                                    iii


<PAGE>

<TABLE>
<CAPTION>

                                                               Article X
                                                          REDEMPTION OF NOTES

<S>     <C>                                                                                                    <C>
Section 10.01.        Election to Redeem; Notice to Trustee.....................................................53

Section 10.02.        Selection by Trustee of Notes to be Redeemed..............................................53

Section 10.03.        Notice of Redemption......................................................................54

Section 10.04.        Deposit of Redemption Price...............................................................54

Section 10.05.        Notes Payable on Redemption Date..........................................................55

Section 10.06.        Notes Redeemed in Part....................................................................55

Section 10.07.        Optional Redemption.......................................................................55

Section 10.08.        Mandatory Redemption......................................................................55


EXHIBIT A:   Form of Initial Note...............................................................................A-1

EXHIBIT B:   Form of Exchange Note..............................................................................B-1

EXHIBIT C:   Certificate to be Delivered upon Exchange or Registration of
                  Transfer of Notes.............................................................................C-1
</TABLE>























                                                                     iv



<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 10th day of June, 2003.

                            AGREEMENTS OF THE PARTIES

     To  set  forth  or to  provide  for  the  establishment  of the  terms  and
conditions   upon  which  the  Notes  (as   hereinafter   defined)   are  to  be
authenticated,  issued,  and  delivered,  and in  consideration  of the premises
thereof,  and the purchase of the Notes by the Holders (as hereinafter  defined)
thereof,  it is mutually  covenanted and agreed, for the equal and proportionate
benefit of all Holders  from time to time of the  Obligor's 4 1/8% Senior  Notes
due June  15,  2015  issued  on the  date  hereof  (the  "Initial  Note"),  any
Additional  Notes (as  hereinafter  defined) and, if and when issued in exchange
for Initial Notes or Additional Unregistered Notes (as hereinafter defined), the
Obligor's 4 1/8% Series B Senior Notes due June 15, 2015 (the "Exchange  Notes,"
and  together  with the  Initial  Notes and any  Additional  Notes,  hereinafter
referred to as the "Notes"), as follows:

                             RECITALS OF THE OBLIGOR

     WHEREAS, the Obligor has duly authorized the execution and delivery of this
Indenture  to  provide  for the  issuance  of the  Notes,  to be issued in fully
registered form;

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

                                   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



<PAGE>



import  refer to this  Indenture as a whole and not to any  particular  Article,
Section, or other subdivision.

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

     "Additional  Interest"  means all  additional  interest  owing  pursuant to
Section 6 of the Registration Rights Agreement.

     "Additional Notes" means, subject to the Obligor's compliance with Sections
2.02,  2.12 and 5.03,  4 1/8% Senior Notes due June 15, 2015 issued from time to
time after the Issue Date under the terms of this Indenture (other than pursuant
to Sections 2.03, 2.04, 2.05 or 10.06 of this Indenture).

     "Additional Registered Notes" has the meaning specified in Section 2.12.

     "Additional Unregistered Notes" has the meaning specified in Section 2.12.

     "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  interest  rate borne by the 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.

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

                                       2



<PAGE>



     "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.

     "Clearstream,  Luxembourg" means Clearstream  Banking,  societe anonyme, or
the successor to its securities clearance and settlement operations.

     "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.

     "Comparable  Treasury Price" means, with respect to any Redemption Date for
the Notes, (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.

                                       3



<PAGE>



     "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 substantially in the
form of Exhibit A or B hereto,  as  applicable,  except that such Note shall not
bear the Global Note Legend (or the  "Schedule  of Exchanges of Interests in the
Global Note" attached  thereto),  but may bear the Private  Placement Legend, if
required by this Indenture.

     "Depositary" means with respect to the Notes issuable or issued in whole or
in part in global  form,  the Person  designated  as  Depositary  by the Obligor
pursuant to Section  2.04,  unless and until a successor  Depositary  shall have
become  such  pursuant  to the  applicable  provisions  of this  Indenture,  and
thereafter  "Depositary"  shall  mean  or  include  each  Person  who is  then a
Depositary hereunder.

     "Discharged" has the meaning specified in Section 3.02.

     "Distribution  Compliance  Period" means, with respect to any Initial Notes
offered and sold outside the United  States in reliance on  Regulation S, the 40
consecutive  days  beginning on and  including the later of (a) the day on which
such Initial Notes are offered to Persons other than distributors (as defined in
Regulation S) and (b) the date of original issuance thereof.

     "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.

     "Euroclear"  means Euroclear Bank  S.A./N.V.,  as operator of the Euroclear
System, or its successor in such capacity.

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

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

     "Exchange Offer  Registration  Statement" has the meaning  assigned to such
term in the Registration Rights Agreement.

     "Exchange Notes" has the meaning set forth in the Agreements of the Parties
on the first page of this  Indenture,  including  any  replacement  Notes issued
therefor in accordance with this Indenture.

                                       4



<PAGE>



     "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.

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

     "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.

     "Issue Date" means June 10, 2003.

     "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-

                                       5



<PAGE>



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, by declaration of acceleration,  call for
redemption, or otherwise.

     "Maturity Date" means June 15, 2015.

     "Non-U.S.  Person" means a Person who is not a "U.S. person," as defined in
Regulation S.

     "Note" has the meaning  specified in the  Agreements  of the Parties on the
first page of 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 means, as of the date of
determination, all such Notes theretofore authenticated and delivered under this
Indenture, except:

          (a) such Notes  theretofore  cancelled  by the Trustee or delivered to
     the Trustee for cancellation;

          (b) such Notes, 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  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;

                                       6



<PAGE>



          (c) such Notes in  exchange  for or in lieu of which  other Notes 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 as to which proof satisfactory to the Trustee
     is presented that such Note is held by a person in whose hands such Note is
     a legal, valid, and binding obligation of the Obligor); and

          (d) solely to the extent  provided  in Article  III,  Notes  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 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 to
the waiver of any past default and its consequences, Notes owned by the Obligor,
any other obligor upon the Notes,  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 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 any
Affiliate of the Obligor or such other obligor shall be so disregarded. Notes 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 and that the  pledgee  is not the
Obligor or any other  obligor upon the Notes or any  Affiliate of the Obligor or
such other obligor.

     "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

                                       7



<PAGE>



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.

     "Private  Exchange  Notes"  has the  meaning  assigned  to such term in the
Registration Rights Agreement.

     "Private Placement Legend" means the legend set forth in Section 2.04 to be
placed on all Initial Notes initially issued pursuant to this Indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A under
the Securities Act.

     "Record  Date"  means  any date as of which  the  Holder  of a Note 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,  shall  have the  meaning  specified  in the forms of Notes  attached  as
Exhibits A and B hereto.

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

     "Reference  Treasury  Dealer" means J.P.  Morgan  Securities  Inc.,  Lehman
Brothers Inc. and two other 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.

     "Registered Exchange Offer" means an exchange offer that may be made by the
Obligor registered under the Securities Act pursuant to the Registration  Rights
Agreement to exchange the Initial Notes for Exchange Notes.

     "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.

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated as of June 10, 2003, among the Obligor and the several initial  purchasers
named therein.

     "Registration  Statement"  means an effective  Exchange Offer  Registration
Statement or Shelf Registration Statement.

                                       8



<PAGE>



     "Regulation S" means  Regulation S promulgated  under the Securities Act or
any successor regulation.

     "Regulation  S Global  Note"  shall have the meaning  specified  in Section
2.01.

     "Resale  Restriction  Termination  Date" means for any Restricted  Note (or
beneficial interest therein),  two years (or such other period specified in Rule
144(k)) from the Issue Date.

     "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  Definitive  Note" means a Definitive  Note bearing the Private
Placement Legend.

     "Restricted  Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted  Note" means any Initial Note (or beneficial  interest therein)
until such time as:

          (a)  such  Initial  Note (or  beneficial  interest  therein)  has been
     exchanged for a  corresponding  Exchange Note pursuant to an Exchange Offer
     Registration  Statement  or  transferred  pursuant to a Shelf  Registration
     Statement;

          (b) the Resale Restriction Termination Date therefor has passed;

          (c)  such  Note is a  Regulation  S Global  Note and the  Distribution
     Compliance Period therefor has terminated; or

          (d) the Private  Placement  Legend  thereon has otherwise been removed
     pursuant to Section  2.04(3) or, in the case of a beneficial  interest in a
     Global Note, such beneficial interest has been exchanged for an interest in
     a Global Note not bearing a Private Placement Legend.

     "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.

                                       9



<PAGE>



     "Rule 144"  means Rule 144  promulgated  under the  Securities  Act (or any
successor rule).

     "Rule 144A" means Rule 144A  promulgated  under the  Securities Act (or any
successor rule).

     "Rule 144A Global Note" has the meaning specified in Section 2.01.

     "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.

     "Shelf Registration Statement" has the meaning assigned to such term in the
Registration Rights Agreement.

     "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.

     "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.

                                       10



<PAGE>



     "Trustee" means JPMorgan Chase Bank,  unless and until a successor  Trustee
shall have become such pursuant to the applicable  provisions of this Indenture,
and  thereafter  "Trustee"  shall  mean and  include  each  Person who is then a
Trustee hereunder.

     "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:

     (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

                                       11



<PAGE>



     (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.

     (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.

                                       12



<PAGE>



     (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  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, 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

                                       13



<PAGE>



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, if this
Indenture is hereafter  qualified  under 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.

     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 the  Redemption  Date or the 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

                                       14



<PAGE>



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 Initial Notes and the Trustee's  certificate of authentication
     thereon  shall  be  substantially  in the form of  Exhibit  A  hereto.  The
     Exchange  Notes and the Trustee's  certificate  of  authentication  thereon
     shall be  substantially  in the form of  Exhibit B hereto.  Any  Additional
     Notes and the  Trustee's  certificate  of  authentication  thereon shall be
     substantially in the form of Exhibit A or Exhibit B hereto,  as applicable.
     The Notes may have notations,  legends or endorsements  placed thereon,  as
     may be  required  to comply with law,  stock  exchange  rule or DTC rule or
     usage,  or 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.

          (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.
     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.  Except  as  otherwise  expressly  permitted  in  this
     Indenture,  all Notes shall be identical in all  respects.  Notwithstanding
     any  differences  among them, all Notes issued under this  Indenture  shall
     vote and consent together on all matters as one class.

          (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
     therein  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) All Notes  issued  under this  Indenture  shall in all respects be
     equally and ratably  entitled to the benefits hereof,  without  preference,
     priority, or distinction.

                                       15



<PAGE>



          (2) Global Notes.

          (i)  Initial  Notes,  including  any  Additional  Unregistered  Notes,
     offered  and sold to QIBs in the United  States of America in  reliance  on
     Rule 144A shall be issued  initially  in the form of one or more  permanent
     Global  Notes,  substantially  in the form of  Exhibit  A  attached  hereto
     (including the Global Note Legend and the Private  Placement Legend thereon
     and the  "Schedule of  Exchanges of Interests in the Global Note"  attached
     thereto,  each, a "Rule 144A Global Note").  Initial  Notes,  including any
     Additional  Unregistered Notes,  offered and sold outside the United States
     of America in reliance on  Regulation  S shall be issued  initially  in the
     form of one or more permanent  Global Notes,  substantially in the form set
     forth in Exhibit A  (including  the  Global  Note  Legend  and the  Private
     Placement Legend thereon and the "Schedule of Exchanges of Interests in the
     Global Note" attached thereto, each, a "Regulation S Global Note").

          (ii) Upon consummation of the Registered  Exchange Offer, the Exchange
     Notes may be issued in the form of one or more Global Notes with the Global
     Note  Legend  but  not  the  Private   Placement   Legend.   Following  the
     consummation of the Registered  Exchange Offer,  any Additional  Registered
     Notes may be issued in the form of one or more Global Notes with the Global
     Note Legend but not the Private Placement  Legend.  All or part of any Rule
     144A Global Note or  Regulation S Global Note  exchanged in the  Registered
     Exchange  Offer will be  exchanged  for one or more  Global  Notes with the
     Global Note Legend but not the Private Placement  Legend.  Each Global Note
     shall represent such of the aggregate  principal  amount of the Outstanding
     Notes as shall be  specified  therein and each shall  provide that it shall
     represent the aggregate  principal amount of Outstanding Notes from time to
     time  endorsed   thereon  and  that  the  aggregate   principal  amount  of
     Outstanding Notes  represented  thereby may from time to time be reduced or
     increased,  as  appropriate,  to reflect  exchanges  and  redemptions.  Any
     endorsement  of a Global  Note to  reflect  the amount of any  increase  or
     decrease in the aggregate principal amount of Outstanding Notes represented
     thereby shall be made by the Trustee in accordance with instructions  given
     by the Holder thereof as required by Section 2.04.

          (iii) Each  Global  Note (a) 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,  (b) shall be deposited with the
     Trustee,  as  Custodian  for the  Depositary,  and (c) 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  SECURITIES
     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  SECURITY  (OTHER  THAN A TRANSFER  OF THIS  SECURITY AS A
     WHOLE BY THE  DEPOSITARY TO A NOMINEE OF THE  DEPOSITARY OR BY A NOMINEE OF
     THE DEPOSITARY TO THE DEPOSITARY

                                       16



<PAGE>



     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  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.

          (iv) Each Depositary  designated pursuant to Section 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.

          (v) 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.

          Section  2.02.  Execution  and  Authentication;   Aggregate  Principal
     Amount.

     (1) The  Notes  shall be  executed  on  behalf  of the  Obligor  by any two
Officers of the Obligor. The signature of any of these 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.

     (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  Trustee  shall,  upon  receipt of a written  order of the  Obligor
signed by an Officer  thereof (an  "Authentication  Order"),  in accordance with
procedures  acceptable to the Trustee set forth in the Authentication Order, and
subject to the  provisions  hereof,  authenticate  and  deliver (1) on the Issue
Date,   the  Initial  Notes  in  aggregate   principal   amount  not  to  exceed
$250,000,000,  (2) from time to time after the Issue Date,  Additional Notes for
original issue in an aggregate  principal amount specified in an  Authentication
Order that shall also specify the date on which such Additional  Notes are to be
authenticated, (3) Exchange Notes for issue only in a Registered Exchange Offer,
pursuant to the Registration Rights Agreement, in exchange for

                                       17



<PAGE>



Initial Notes (together, if applicable,  with any Additional Unregistered Notes)
for a like principal amount and (4) Private Exchange Notes for issue pursuant to
the Registration Rights Agreement,  in exchange for Initial  Notes(together,  if
applicable, with any Additional Unregistered Notes) for a like principal amount.

     (4) The aggregate principal amount of Notes Outstanding at any time may not
exceed the sum of (i)  $250,000,000  plus the aggregate  principal amount of any
Additional  Notes  issued from time to time,  and (ii) the  principal  amount of
lost,  destroyed or stolen Notes for which replacement Notes are issued pursuant
to Section 2.05.

     (5) 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.

     (6) In accordance  with Section 2.12,  Additional  Notes may be issued from
time to time  under  this  Indenture  after  the  date  hereof,  subject  to the
provisions of this Indenture.

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

     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 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 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

                                       18



<PAGE>



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.  The Trustee is authorized to
enter  into a letter of  representations  with DTC in the form  provided  to the
Trustee by the Obligor and to act in accordance with such letter.

          (i) Transfer and Exchange of  Beneficial  Interest in Rule 144A Global
     Note to Regulation S Global Note. If the holder of a beneficial interest in
     a Rule 144A Global Note that is a Restricted  Note wishes to transfer  such
     interest  (or  any  portion  thereof)  to a  Non-U.S.  Person  pursuant  to
     Regulation S and such  Non-U.S.  Person  wishes to hold its interest in the
     Notes through a beneficial  interest in the Regulation S Global Note,  then
     (1) upon receipt by the  Registrar of (i)  instructions  from the Holder of
     the Rule 144A Global Note  directing the Registrar to credit or cause to be
     credited a beneficial interest in the Regulation S Global Note equal to the
     principal amount of the beneficial interest in the Rule 144A Global Note to
     be transferred,  specifying the participant accounts with the Depository to
     be credited and debited;  and (ii) a  certificate  in the form of Exhibit C
     from the transferor; and (2) in accordance with the rules and procedures of
     the  Depository,  the Registrar  shall (i) increase the Regulation S Global
     Note and credit or caused to be credited the specified  participant account
     at the  Depositary for such amount in accordance  with the  foregoing,  and
     (ii)  decrease the Rule 144A Global Note for such amount and debit or cause
     to be debited the specified  participant account at the Depositary for such
     amount in accordance with the foregoing.

          (ii)  Transfer and  Exchange of  Beneficial  Interest in  Regulation S
     Global  Note to Rule  144A  Global  Note.  If the  holder  of a  beneficial
     interest in a Regulation S Global Note wishes to transfer such interest (or
     any portion  thereof) to a QIB pursuant to Rule 144A, then (1) upon receipt
     by the Registrar of (i)  instructions  from the Holder of the  Regulation S
     Global Note  directing  the  Registrar  to credit or cause to be credited a
     beneficial  interest in the Rule 144A  Global  Note equal to the  principal
     amount of the  beneficial  interest in the  Regulation  S Global Note to be
     transferred,  specifying the  participant  accounts at the Depositary to be
     credited and debited,  and (ii) a certificate in the form of Exhibit C duly
     executed  by the  transferor;  and (2) in  accordance  with the  rules  and
     procedures of the  Depository,  the  Registrar  shall (i) increase the Rule
     144A  Global  Note and  credit  or  caused  to be  credited  the  specified
     participant  account at the Depositary  for such amount in accordance  with
     the  foregoing,  and (ii) decrease the  Regulation S Global Note amount and
     debit or cause to be  debited  the  specified  participant  account  at the
     Depositary for such amount in accordance with the foregoing.

          During the Distribution Compliance Period, all beneficial interests in
     the Regulation S Global Note shall be transferred only through Euroclear or
     Clearstream,  Luxembourg,  either directly if the transferor and transferee
     are participants in such systems, or indirectly through  organizations that
     are  participants.  The Obligor covenants to give the Trustee notice of the
     date on which the Distribution Compliance Period terminates.

                                       19



<PAGE>



          (iii) Other Transfers.  Any transfer of Restricted Notes not described
     above (other than a transfer of a beneficial interest in a Global Note that
     does not involve an exchange of such  interest for a  Definitive  Note or a
     beneficial  interest  in another  Global  Note,  which must be  effected in
     accordance  with  applicable  law  and  the  rules  and  procedures  of the
     Depositary, but is not subject to any procedure required by this Indenture)
     shall be made  only upon  receipt  by the  Registrar  of such  opinions  of
     counsel,  certificates and/or other information  reasonably required by and
     satisfactory  to the  Obligor  in  order  to  ensure  compliance  with  the
     Securities Act or in accordance with this Section 2.04.

          (3) Legends.

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

          (ii) Each  Restricted  Note, if any, (and all Notes issued in exchange
     therefor or  substitution  thereof) shall bear a legend on the face thereof
     in substantially the following form ("Private Placement Legend"):

          "THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE U.S.  SECURITIES ACT OF
     1933,  AS AMENDED  (THE  "SECURITIES  ACT"),  AND  ACCORDINGLY,  MAY NOT BE
     OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.

          BY ITS ACQUISITION  HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
     "QUALIFIED  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE
     SECURITIES  ACT), OR (B) IT IS NOT A U.S.  PERSON AND IS OUTSIDE THE UNITED
     STATES WITHIN THE MEANING OF (OR AN ACCOUNT  SATISFYING THE REQUIREMENTS OF
     PARAGRAPH (k)(2) OF RULE 902 UNDER)  REGULATION S UNDER THE SECURITIES ACT;
     AND (2)  AGREES  THAT IT WILL NOT  WITHIN  TWO  YEARS  AFTER  THE  ORIGINAL
     ISSUANCE OF THIS NOTE RESELL OR OTHERWISE  TRANSFER THIS NOTE EXCEPT (A) TO
     THE OBLIGOR OR ANY  AFFILIATE  THEREOF,  (B) TO A  QUALIFIED  INSTITUTIONAL
     BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT, (C) IN
     AN  OFFSHORE   TRANSACTION  IN  ACCORDANCE  WITH  REGULATION  S  UNDER  THE
     SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
     RULE 144 ADOPTED UNDER THE  SECURITIES ACT OR ANOTHER  AVAILABLE  EXEMPTION
     UNDER THE  SECURITIES ACT (IF  AVAILABLE),  OR (E) PURSUANT TO AN EFFECTIVE
     REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT; AND (3) AGREES THAT IT
     WILL  GIVE TO EACH  PERSON  TO WHOM  THIS  NOTE  IS  TRANSFERRED  A  NOTICE
     SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

     IN  CONNECTION  WITH ANY  TRANSFER  OF THIS NOTE WITHIN TWO YEARS AFTER THE
     ORIGINAL  ISSUANCE OF THIS NOTE,  THE HOLDER MUST,  PRIOR TO SUCH TRANSFER,
     FURNISH TO THE TRUSTEE AND THE OBLIGOR SUCH

                                       20



<PAGE>



     CERTIFICATIONS,  LEGAL  OPINIONS  OR OTHER  INFORMATION  AS MAY BE REQUIRED
     PURSUANT  TO THE  INDENTURE  TO CONFIRM  THAT SUCH  TRANSFER  IS BEING MADE
     PURSUANT TO AN  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT SUBJECT TO, THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

          By its  acceptance of any Note bearing the Private  Placement  Legend,
     each Holder of such Note  acknowledges  the  restrictions  on transfer  set
     forth in this Indenture and in the Private Placement Legend and agrees that
     it will  transfer  such Note only as provided in this  Indenture and in the
     Private Placement Legend.

          (iii) Notwithstanding any other provision of this Indenture,  upon any
     request for sale or other  transfer of a  Restricted  Note  (including  any
     Restricted  Global  Notes)  made  subsequent  to  the  Resale   Restriction
     Termination Date, (A) any such Restricted Global Notes shall not be subject
     to any  restriction  on transfer set forth above and (B) in the case of any
     Restricted  Definitive Note, the Trustee shall permit the Holder thereof to
     exchange such Restricted  Definitive Note for Definitive  Notes that do not
     bear the Private  Placement  Legend and such request  shall be effective to
     rescind any  restriction on the further  transfer of such Note; and in each
     such case,  such Notes  (whether  in  definitive  or global  form) shall no
     longer constitute  "Restricted  Notes" for purposes of this Indenture.  The
     Trustee and the Obligor  shall be entitled  (but not  obligated) to require
     such  additional  certificates  and  information as it may reasonably  deem
     necessary to  demonstrate  that any sale or other  transfer of a Restricted
     Note is made in compliance with the applicable restrictions set forth above
     and with applicable securities laws.

          (iv)  Notwithstanding  any other provision of this Indenture,  after a
     transfer of any Initial Notes during the period of the  effectiveness  of a
     Shelf Registration Statement with respect to the Initial Notes and pursuant
     thereto,  all requirements  for a Private  Placement Legend on such Initial
     Notes will  cease to apply,  and  Initial  Notes in the form of one or more
     Global Notes  without a Private  Placement  Legend will be available to the
     Holder  of such  Initial  Notes.  Upon  the  consummation  of a  Registered
     Exchange  Offer with respect to the Initial Notes pursuant to which Holders
     of Initial Notes are offered  Exchange  Notes in exchange for their Initial
     Notes,  Initial  Notes in the  form of one or more  Global  Notes  with the
     Private Placement Legend will be available to Holders of such Initial Notes
     that do not exchange their Initial Notes, and Exchange Notes in the form of
     one or more  Global  Notes  without the  Private  Placement  Legend will be
     available to Holders that exchange  such Initial  Notes in such  Registered
     Exchange Offer.

          (4) Definitive Notes.

          (i)  Notwithstanding  any other  provisions  of this  Indenture or the
     Notes, a Global Note may be exchanged for Notes  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 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

                                       21



<PAGE>



     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 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.  Any Note  issued  in  exchange  for a Global  Note 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 notifies the Obligor
     that it is unwilling or unable to continue as  Depositary  for the 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 the Notes.

          (iii) If, in  accordance  with this Section  2.04(4),  Notes in global
     form will no longer  be  represented  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 in an
     aggregate  principal  amount  equal to the  principal  amount of the Global
     Notes, in exchange for such Global Notes.

          (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.

          (v) Definitive  Notes issued in exchange for a Global Note pursuant to
     this  Section  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

                                       22



<PAGE>



     equal   principal   amount  of   Definitive   Notes  of  other   authorized
     denominations, 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 (a)
     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
     and  (b)  in the  case  of  Restricted  Definitive  Notes  only,  shall  be
     accompanied  by the following  additional  information  and  documents,  as
     applicable:

          (a) if such  Restricted  Definitive Note is being  exchanged,  without
     transfer, a certification from such Holder to that effect (in substantially
     the form of Exhibit C hereto);

          (b) if such Restricted  Definitive Note is being  transferred to a QIB
     in accordance with Rule 144A or pursuant to an exemption from  registration
     in accordance  with Rule 144(k) under the Securities Act or Regulation S, a
     certification from the transferor to that effect (in substantially the form
     of Exhibit C hereto);

          (c) if such  Restricted  Definitive  Note is being  transferred to the
     Obligor or any of its Affiliates,  a  certification  from the transferor to
     that effect (in substantially the form of Exhibit C hereto).

          (vii) At such time as all  interests  in Global Notes have either been
     exchanged for  Definitive  Notes 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 is exchanged
     for  Definitive  Notes or cancelled,  the principal  amount of Global Notes
     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  (including the restrictions on transfer);  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.

                                       23



<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,  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,  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  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 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:

                                       24



<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

                                       25



<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,
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 of any type.

     Section 2.11.  Additional  Interest under  Registration  Rights  Agreement.
Under  certain  circumstances,  the Obligor may be obligated  to pay  Additional
Interest  to  Holders,  all as and to the extent  set forth in the  Registration
Rights  Agreement.  The terms thereof,  insofar as they relate to the payment of
Additional  Interest,  are  hereby  incorporated  herein by  reference  and such
Additional  Interest,  if required to be paid,  is deemed to be interest for all
purposes of this Indenture.

     Section 2.12.  Issuance of Additional  Notes. The Obligor shall be entitled
to issue Additional Notes under this Indenture. Any such Additional Notes issued
without  registration  under the Securities  Act,  including any such Additional
Notes issued prior to the

                                       26



<PAGE>



effective date of a Registration  Statement  ("Additional  Unregistered Notes"),
shall have identical terms as the Initial Notes issued on the Issue Date,  other
than with respect to the date of issuance,  issue price,  first Interest Payment
Date, interest accrual date and amount of interest payable on the first Interest
Payment  Date  applicable  thereto,  provided,   however,  that  any  Additional
Unregistered  Notes  issued  following  the  effective  date  of a  Registration
Statement shall not enjoy the benefits of the Registration Rights Agreement. Any
Additional Notes issued following the effective date of a Registration Statement
for the Registered Exchange Offer in an offering registered under the Securities
Act ("Additional  Registered  Notes") shall have identical terms as the Exchange
Notes,  other than with  respect to the date of  issuance,  issue  price,  first
Interest  Payment Date,  interest accrual date and amount of interest payable on
the first Interest Payment Date applicable  thereto.  Any Additional Notes shall
be treated as a single class with the Initial  Notes or the Exchange  Notes,  as
the case may be, for all purposes under this Indenture.

     With  respect to any  Additional  Notes,  the Obligor  shall set forth in a
resolution of the Managing  Directors of the Obligor and a Company Order, a copy
of each of which shall be delivered to the Trustee, the following information:

     (1)  the  aggregate  principal  amount  of  such  Additional  Notes  to  be
authenticated and delivered pursuant to this Indenture; and

     (2) the issue price,  the issue date, the CUSIP and/or ISIN numbers of such
Additional Notes, the first Interest Payment Date, the interest accrual date and
the amount of interest  payable on the first  Interest  Payment Date  applicable
thereto.

     Prior to the  authentication  and delivery of any Additional Notes pursuant
to this Section  2.12,  the Obligor  shall  deliver to the Trustee an Opinion of
Counsel and an  Officers'  Certificate  complying  with Section 1.02 and stating
that  all   conditions   precedent   provided  for  in  this  Indenture  to  the
authentication  and delivery of such Notes have been complied with. Such Opinion
of Counsel shall also cover such other  matters as the Trustee shall  reasonably
request.

                                  ARTICLE III

                           SATISFACTION AND DISCHARGE

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

          (1) either

          (i) all Notes  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

                                       27



<PAGE>



          (ii) all such Notes 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 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 such Notes not theretofore  delivered to the Trustee
cancelled or for  cancellation,  for  principal of and interest and premium,  if
any,  on such Notes to the date of such  deposit (in the case of Notes 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 under this Indenture;

     (3) 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 such
Notes 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 satisfaction
and  discharge of this  Indenture  with respect to the Notes have been  complied
with, and, in the case of the Opinion of Counsel, stating:

          (i) such  deposit  and  defeasance  will not cause the holders of such
     Notes 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 the same time as would have been the case if such
     option had not been exercised;

          (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.

                                       28



<PAGE>



Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations  of the Obligor under  Section  3.01(1) and the  obligations  of the
Obligor to the Trustee under Section 5.07 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 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 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, an amount
of money,  in cash 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, 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  with  respect to  principal,  premium,  if any,  and
accrued and unpaid  interest  to the date of such  deposit (in the case of Notes
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, 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:

          (i) the deposit and defeasance  contemplated  by this Section will not
     cause  the  Holders  of the  Notes 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.

                                       29



<PAGE>



     If in connection  with the exercise by the Obligor of any option under this
Section 3.02,  the Notes are 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  that the  Obligor  shall be  deemed  to have  paid and
discharged the entire  indebtedness  represented by, and obligations  under, the
Notes and to have satisfied all the obligations under this Indenture relating to
such 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
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 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  deposited  with the
Trustee  pursuant  to Section  3.01 or  Section  3.02 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 has been deposited with the Trustee;  but such money need not
be segregated from other funds except to the extent required by law.

     Section 3.04.  Paying Agent to Repay Moneys Held. Upon the satisfaction and
discharge  of this  Indenture,  all moneys then held by any Paying  Agent of the
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 the Notes or then held by the Obligor, in trust
for the payment of the principal of,  premium,  if any, or interest on the Notes
and not applied  but  remaining  unclaimed  by the Holders of such Notes for two
years after the date upon which the principal of,  premium,  if any, or interest
on such 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 of such Notes 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

                                       30



<PAGE>



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 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 when due (whether at maturity, upon redemption or otherwise);

     (2) default in the payment of any interest (including  Additional Interest,
if any) on any Note,  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,  and  continuance of such default or breach for a
period of 90 days after there has been given,  by registered or certified  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, 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

                                       31



<PAGE>



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.

     Section 4.02. Acceleration of Maturity; Rescission and Annulment.

     (1) If any Event of Default  (other than an Event of Default  specified  in
clause (4) or (5) of Section  4.01)  occurs and is  continuing,  then either the
Trustee or the  Holders  of a  majority  in  aggregate  principal  amount of the
Outstanding  Notes may declare the principal of all Outstanding  Notes,  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,  the principal
amount and  accrued  interest,  if any,  on all the Notes as of the date of such
Event of Default  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.

     (2) At any time after such a declaration of acceleration has been made with
respect to the Notes 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,  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 Notes,

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

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

                                       32



<PAGE>



          (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 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
     (including  Additional  Interest,  if any) on any Note when  such  interest
     becomes due and payable, or

          (ii)  default is made in the payment of (or  premium,  if any, on) the
     principal of any Note 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 Notes,  the Obligor will, upon demand of the Trustee,
pay to it, for the benefit of the Holder of any such Note, the whole amount then
due and  payable  on any  such  Note 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 borne by the
Notes; 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 the 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, the Trustee may in its
discretion  proceed  to  protect  and  enforce  its rights and the rights of the
Holders 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.

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     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

          (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 may be prosecuted
and enforced by the Trustee  without the  possession  of any of the Notes 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.

     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 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.

                                       34



<PAGE>



     Second:  To the payment of the  amounts  then due and unpaid upon the 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 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;

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

     (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;

it being understood and intended that no one or more Holders of Notes 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,  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.

     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.

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<PAGE>



     Section  4.10.  Rights and Remedies  Cumulative.  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 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 a majority in aggregate
principal  amount of the  Outstanding  Notes 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 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 may, on behalf
of the Holders of all Notes,  waive any past default  hereunder  with respect to
the Notes, except a default not theretofore cured:

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

     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

                                       36



<PAGE>



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 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 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 on or after the respective  payment dates expressed in such
Note (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:

          (i) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture,  and no implied  covenants
     or obligations 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 has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, 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:

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<PAGE>



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

          (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 relating to the time, method, and place of conducting
     any proceeding for any remedy available to the Trustee with respect to such
     Notes, or exercising any trust or power  conferred upon the Trustee,  under
     this Indenture with respect to such 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.

     Section 5.02.  Notice of Defaults.  Within 90 days after the  occurrence of
any default  hereunder with respect to Notes, the Trustee shall transmit by mail
to all  Holders  of such  Notes,  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, 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 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  shall be given  until at least 60 days  after the  occurrence
thereof.  For the purpose of this Section,  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;

                                       38



<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 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 of any event giving
rise  to  the  obligation  to  pay  Additional  Interest  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

                                       39



<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.

     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:

     (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

                                       40



<PAGE>



Series B Senior  Notes due 2029 of PBG,  and (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.

     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 and having its  principal  office and place of business in the City of
New York, if there be such a corporation  having its principal  office and place
of business in said City. 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, 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,  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 under Section 5.11.

     (2) The  Trustee may resign at any time by giving 60 days'  written  notice
thereof to the Obligor.  If an instrument  of acceptance by a successor  Trustee
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.

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

     (4) If at any time:

          (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 with respect to the
     Notes; or

          (iv) the  Trustee  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  may  remove the

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<PAGE>



     Trustee,  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 and the appointment of a successor Trustee.

     (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,  the Obligor
shall  promptly  appoint a  successor  Trustee.  If,  within one year after such
resignation,  removal  or  incapacity,  or the  occurrence  of such  vacancy,  a
successor  Trustee  shall be  appointed  by Act of the  Holders  of  66 2/3%  in
aggregate principal amount of the Outstanding Notes delivered to the Obligor and
the retiring Trustee,  the successor Trustee so appointed shall,  forthwith upon
its acceptance of such  appointment,  become the successor Trustee and supersede
the successor  Trustee  appointed by the Obligor.  If no successor Trustee shall
have been so appointed by the Obligor or the Holders and accepted appointment in
the manner hereinafter  provided,  any Holder who has been bona fide Holder of a
Note for at least 6 months may,  on behalf of himself  and all others  similarly
situated,  petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     (f) The Obligor shall give notice of each  resignation  and each removal of
the  Trustee and each  appointment  of a  successor  Trustee by mailing  written
notice of such event by first-class  mail,  postage  prepaid,  to the Holders of
Notes as their names and addresses appear in the Security Register.  Each notice
shall include the name of the successor Trustee and the address of its principal
Corporate Trust Office.

     Section 5.11.  Acceptance of  Appointment  by  Successor.  Every  successor
Trustee  appointed  hereunder  shall  execute,  acknowledge  and  deliver to the
Obligor and to the predecessor Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the predecessor 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  predecessor  Trustee;  but, on request of the  Obligor or the  successor
Trustee, such predecessor Trustee shall, upon payment of its reasonable charges,
if any, execute and deliver an instrument transferring to such successor Trustee
all the rights,  powers and trusts of the  predecessor  Trustee,  and shall duly
assign,  transfer and deliver to such  successor  Trustee all property and money
held by such predecessor Trustee hereunder.  Upon reasonable 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.

     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 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

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<PAGE>



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 which
shall be authorized to act on behalf of the Trustee to authenticate Notes 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,  without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     (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, the Trustee,

                                       43



<PAGE>



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, 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.

     (4) The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its  services  under this  Section,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 5.07.

     (5) If an appointment is made pursuant to this Section,  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:

     (1)  semi-annually,  not more than 15 days  after the  Record  Date for the
payment of  interest  in respect of the 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

                                       44



<PAGE>



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  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  Notes  (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 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 Notes
with  respect to their  rights  under this  Indenture  or under the Notes 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, 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,  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 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, means May 15. Within
60 days after the reporting  date in each year,  beginning in 2004,  the Trustee
shall transmit by mail

                                       45



<PAGE>



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  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 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;

          (iii) 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;

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

          (v) 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, 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 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.

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<PAGE>



     Section 6.04. Reports by Obligor.

     (1) The Obligor  shall  comply with the  provisions  of Section  314(a) and
314(c) of the TIA (provided  that unless this  Indenture is hereafter  qualified
under the TIA, the Obligor shall not be required to file with the Commission any
information,  documents  or other  reports  that are  otherwise  filed  with the
Trustee or transmitted to Holders pursuant to this Section 6.04(1)).

     (2) For so long as the  Obligor  is not  subject  to  Section 13 or Section
15(d) of the  Exchange  Act,  upon the  request  of a Holder of the  Notes,  the
Obligor will promptly  furnish or cause the Trustee to furnish to such Holder or
to a prospective  purchaser of a Note designated by such Holder, as the case may
be, the  information  required to be delivered by it pursuant to Rule 144A(d)(4)
under the Securities Act to permit  compliance with Rule 144A in connection with
resales of the Notes.

                                  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 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 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.

                                       47



<PAGE>



                                  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 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

     (6) to evidence and provide for the  acceptance of  appointment  by another
corporation as a successor Trustee hereunder;

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

     (8) to add any additional Events of Default in respect of the Notes; or

     (9) to provide for the issuance of the Private  Exchange Notes,  which will
have  terms  substantially  identical  to  the  Initial  Notes  except  for  the
requirement  of a Private  Placement  Legend and related  transfer  restrictions
under the  Securities  Act and this  Indenture  and as to the  applicability  of
additional  interest  payable as  provided  in Section  2.11,  and which will be
treated,  together  with any  other  Outstanding  Notes,  as a  single  class of
securities.

     No supplemental  indenture for the purposes  identified in clause (2), (3),
(4) (7) or (8) above may be entered into if to do so would adversely  affect the
interest of the Holders of Notes.

     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

                                       48



<PAGE>



Outstanding  Notes  affected  thereby,  by Act of said Holders  delivered to the
Obligor and the  Trustee,  the Obligor 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  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 any 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 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, the
consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver of  compliance  with certain
provisions  of  this   Indenture  or  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.

     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,

                                       49



<PAGE>



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.

                                   ARTICLE IX

                                   COVENANTS

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

                                       50



<PAGE>



premium,  if any, or interest on any of the Notes,  segregate  and hold in trust
for the  benefit  of the  Holders  of the  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 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
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 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,  that such Paying
Agent will:

     (1) hold all sums held by it for the payment of principal, premium, if any,
or  interest,  on Notes in trust for the  benefit  of the  Holders  of the Notes
entitled  thereto  until such sums shall be paid to such Holders of the Notes 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) in the making of any such payment of principal, premium,
if any, or interest, on the 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 satisfaction
and  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 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
(beginning in 2004), an Officers'  Certificate  that complies with TIA 314(a)(4)
stating 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.

                                       51



<PAGE>



     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 issuance of the Notes;

     (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  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) any Lien 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 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

                                       52



<PAGE>



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 Notes pursuant to the optional redemption provisions of Section 10.07,
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 or ISIN numbers of the Notes to be redeemed.

     Section 10.02.  Selection by Trustee of Notes to be Redeemed. If fewer than
all the Notes are to be redeemed,  the particular  Notes to be redeemed shall be
selected not more than 60 days prior to the Redemption  Date by the Trustee from
the Outstanding  Notes not previously  called for redemption,  by such method as
the Trustee  shall deem fair and  appropriate.  The portions of the principal of
Notes 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 Note  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

                                       53



<PAGE>



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  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 Holder of Notes to be redeemed, at his or her address appearing in
the Security Register.

     (2) All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the manner of calculating the Redemption Price;

          (iii) if fewer  than all  Outstanding  Notes are to be  redeemed,  the
     identification  (and,  in the case of partial  redemption,  the  respective
     principal amounts) of the Notes to be redeemed, from the Holder to whom the
     notice is given and that on and after the date fixed for  redemption,  upon
     surrender  of such  Note,  a new Note or Notes 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 called for  redemption,  and that  interest,  if
     any, thereon shall cease to accrue from and after said date;

          (v) the place where Notes 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

          (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 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 which are to be redeemed on that date.

                                       54



<PAGE>



     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 borne 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  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 the Note so
surrendered.

     Section 10.07.  Optional Redemption.  The Notes will be redeemable in whole
or in part at any time at the option of the  Obligor,  at the  Redemption  Price
equal to the greater of:

     (1) 100% of the principal amount of the Notes being redeemed, or

     (2) as  determined  by 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  discount  rate  equal to the
Treasury Rate plus 15 basis points;

plus, for (1) or (2) above, whichever is applicable, accrued and unpaid interest
on the Notes to 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.

     Section 10.08.  Mandatory Redemption.  The Obligor shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                                       55



<PAGE>



     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/ Steven M. Rapp
                                           ------------------
                                           Name:  Steven M. Rapp
                                           Title: Managing Director-Delegatee

                                           JPMORGAN CHASE BANK


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





















<PAGE>



                                                                     EXHIBIT A



                              FORM OF INITIAL NOTE

                         [FORM OF FACE OF INITIAL NOTE]

  [Insert Global Note Legend, if applicable, pursuant to the provisions of the
                                   Indenture]
 [Insert Private Placement Legend, if applicable, pursuant to the provisions of
                                 the Indenture]

                                                         CUSIP No.____________
    [Include if the Note is a Regulation S Global Note:][ISIN No. ____________]


                               BOTTLING GROUP, LLC

                      4 1/8 % Senior Note due June 15, 2015

No. R-_____        $________________
                   [If the Note is a Global Note, include the following:]
                   as revised by the Schedule of Exchanges of Interests in the
                   Global Note attached hereto

     BOTTLING GROUP,  LLC, a Delaware limited  liability  company (herein called
the  "Obligor"),  for value  received,  hereby  promises  to pay to [insert if a
Global Note: Cede & Co. as nominee for The Depository  Trust Company] [insert if
a Definitive Note:  _________] (the "Holder") or to its registered assigns,  the
principal  sum of  U.S.$___________  [Insert  if a Global  Note:  or such  other
principal amount as shall be set forth on the Schedule of Exchanges of Interests
in the Global Note attached hereto] on June 15, 2015 (the "Maturity Date"),  and
to pay interest on said principal sum  semi-annually  on December 15 and June 15
of each year (each, an "Interest Payment Date"), commencing December 15, 2003 at
the rate of 4 1/8 % per annum of the principal  amount then outstanding from the
original issuance date of the Notes, until payment of the principal sum has been
made or duly provided for, and Additional Interest,  if any, payable pursuant to
Section 6 of the Registration Rights Agreement.

     The  interest so payable and  punctually  paid or duly  provided for on any
Interest Payment Date will, as provided in the Indenture,  be paid to the person
in whose name this Note (or one or more Predecessor  Notes) is registered at the
close of business on the Record Date for such Interest Payment Date, which shall
be the 15th day (whether or not a Business  Day) next  preceding  such  Interest
Payment Date, provided that interest payable on an Interest Payment Date that is
a Redemption  Date or the  Maturity  Date shall be payable to the Person to whom
principal is payable. Any such interest that is payable but is not so punctually
paid or duly provided for shall  forthwith cease to be payable to the registered
Holder on such Record Date and may be paid to the Person in whose name this Note
(or one or more  Predecessor  Notes) is registered at the close of business on a
Special  Record Date for the payment of such  Defaulted  Interest to be fixed by
the Trustee,  notice whereof shall be given to Holders of Notes not earlier than
10 days prior to such Special Record Date.

                                      A-1



<PAGE>



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

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

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

Dated:

                                                BOTTLING GROUP, LLC


                                                By:_____________________________
                                                   Authorized Officer


                                                By:_____________________________
                                                   Authorized Officer


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                                JPMORGAN CHASE BANK, as Trustee


                                                By:_____________________________
                                                   Authorized Officer








                                      A-2



<PAGE>



                        [FORM OF REVERSE OF INITIAL NOTE]

                               BOTTLING GROUP, LLC

                      4 1/8 % Senior Note due June 15, 2015

     Capitalized  terms used herein shall have the meanings  assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Bottling Group, LLC, a Delaware limited liability company (the
"Obligor"), promises to pay interest on the principal amount of this Note at the
rate of 4 1/8 % per annum  from June 10,  2003 until  payment  of the  principal
amount hereof has been made or duly provided for. The Obligor shall pay interest
on each Interest Payment Date (or if such day is not a Business Day, on the next
succeeding  Business Day and no interest on the amount  payable on such Interest
Payment Date shall  accrue for the  intervening  period).  Interest on the Notes
shall  accrue from the most recent date to which  interest has been paid or duly
provided  for or, if no interest  has been paid,  from the Issue Date;  provided
that if there is no existing default or Event of Default relating to the payment
of interest, and if this Note is authenticated between a Record Date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided,  further, that
the first  Interest  Payment Date shall be December 15, 2003.  The Obligor shall
pay  interest  (including  post-petition  interest in any  proceeding  under any
Federal or State bankruptcy,  insolvency,  reorganization, or other similar law)
on overdue  principal  and premium,  if any,  from time to time on demand at the
rate borne by this Note. The Obligor shall pay interest (including post-petition
interest in any proceeding  under any Federal or State  bankruptcy,  insolvency,
reorganization,  or other  similar  law) on  overdue  installments  of  interest
(without regard to any applicable  grace periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

     2. ADDITIONAL INTEREST. The Holder of this Note is entitled to the benefits
of the Registration Rights Agreement relating to the Notes, dated as of June 10,
2003,  among the Obligor and the several initial  purchasers  named therein (the
"Registration  Rights  Agreement"),  including  the  right  to  receive,  in the
circumstances described therein, additional interest ("Additional Interest").

     All accrued Additional Interest shall be paid by the Obligor to the Holders
entitled  thereto in the same  manner as  interest  payments on the Notes on the
regular interest payment dates with respect to the Notes.

     3. METHOD OF PAYMENT.  The Obligor  shall pay interest on the Notes (except
Defaulted  Interest) to the Persons who are  registered  Holders of Notes on the
Record Date  therefor,  even if such Notes are cancelled  after such Record Date
and on or before such Interest Payment Date,  except as provided in Section 2.06
of the  Indenture,  provided that interest  payable on an Interest  Payment Date
that is a Redemption Date or the Maturity Date shall be payable to the Person to
whom principal is payable. The Notes shall be payable as to principal,  premium,
if any, and interest at the office or agency of the Obligor  maintained for such
purpose as set forth in Section 9.02 of the Indenture,  or, at the option of the
Obligor, payment of interest

                                      A-3



<PAGE>



may be made by check mailed to the Holders at their  addresses  set forth in the
Security  Register,  and provided that payment by wire  transfer of  immediately
available funds shall be required with respect to principal of, premium, if any,
and  interest on Global Notes and a Holder of  $10,000,000  or more in aggregate
principal  amount of Notes will be  entitled to receive  payments  of  interest,
other than interest due at maturity or any date of redemption,  by wire transfer
of immediately  available funds if appropriate wire transfer  instructions  have
been  received by the Trustee in writing not less than 15 calendar days prior to
the applicable  Interest Payment Date. Payment of principal of, premium, if any,
and interest on the Notes shall be in such coin or currency of the United States
of America as at the time of payment is legal  tender for  payment of public and
private debts.

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

     5.  INDENTURE.  The Obligor issued the Notes under an Indenture dated as of
June  10,  2003  (as it may be  amended  or  supplemented  from  time to time in
accordance with the terms thereof,  the "Indenture") between the Obligor and the
Trustee.  The terms of the Notes include those stated in the Indenture and those
made part of the  Indenture by reference to the Trust  Indenture  Act. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
Trust  Indenture Act for a statement of such terms.  To the extent any provision
of this  Note  conflicts  with the  express  provisions  of the  Indenture,  the
provisions of the Indenture shall govern and be controlling.

     6. OPTIONAL REDEMPTION.  The Notes will be redeemable, in whole or in part,
upon not less than 30 nor more than 60 days'  notice,  at any time at the option
of the Obligor, at the Redemption Price equal to the greater of: (1) 100% of the
principal  amount  of the  Notes  being  redeemed  or (2)  as  determined  by an
Independent  Investment  Banker,  the sum of the present  value 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 Redemption Date on a
semi-annual  basis  (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate plus 15 basis  points;  plus,  for
(1) or (2) above,  whichever is applicable,  accrued and unpaid interest on such
Notes to the Redemption Date.

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

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

     9.  DENOMINATIONS,  TRANSFER,  EXCHANGE.  The Notes are in registered  form
without  coupons in minimum  denominations  of $1,000 and integral  multiples of
$1,000 in excess thereof.  The transfer of Notes may be registered and Notes may
be exchanged as provided in the  Indenture.  The  Registrar  and the Trustee may
require a Holder,  among other

                                      A-4



<PAGE>



things,  to furnish  appropriate  endorsements  and transfer  documents  and the
Obligor  may  require  a Holder to pay any  taxes  and fees  required  by law or
permitted  by the  Indenture.  The Obligor  need not  exchange  or register  the
transfer of any Note or portion of a Note  selected for  redemption,  except for
the  unredeemed  portion of any Note being  redeemed in part.  Also, the Obligor
need not  exchange or register the transfer of any Notes for a period of 15 days
before the mailing of a notice of redemption.

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

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

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

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

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

     14.  ABBREVIATIONS.  Customary  abbreviations  may be used in the name of a
Holder or an  assignee,  such as:  TEN COM (=  tenants  in  common),  TEN ENT (=
tenants by the

                                      A-5



<PAGE>



entirety), JT TEN (= joint tenants with right of survivorship and not as tenants
in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     15.  CUSIP  NUMBERS.  Pursuant  to  a  recommendation  promulgated  by  the
Committee on Uniform Security Identification  Procedures, the Obligor has caused
CUSIP  numbers to be printed on the Notes and the Trustee may use CUSIP  numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the  accuracy  of such  numbers  either  as  printed  on the  Notes  or as
contained  in any notice of  redemption  and  reliance may be placed only on the
other identification numbers placed thereon.

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

     [Include if this Note is a Regulation S Global Note]

     17. ISIN NUMBERS.  The Obligor has caused ISIN numbers to be printed on the
Notes.  No  representation  is made as to the accuracy of such numbers either as
printed on the Notes or as  contained in any notice of  redemption  and reliance
may be placed only on the other identification numbers placed thereon.












                                   A-6



<PAGE>



                                 ASSIGNMENT FORM

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

_______________________________________________________________________________
        (Insert assignee's social security or tax identification number)

_______________________________________________________________________________

_______________________________________________________________________________

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

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

_______________________________________________________________________________

Date:______________ Your Signature:________________________________
                    (Sign exactly as your name appears on the face of this
                    Note)

                    Tax Identification No:_____________________________________

                    SIGNATURE GUARANTEE:

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




                                      A-7



<PAGE>



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 1

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


                                             Principal Amount
                  Amount of       Amount of       of this      Signature of
                 decrease in     increase in    Global Note     authorized
                  Principal       Principal    following such   officer of
  Date of      Amount of this  Amount of this     decrease      Trustee or
  Exchange       Global Note     Global Note    (or increase)    Custodian
___________   _______________  _______________  _____________  _______________
___________   _______________  _______________  _____________  _______________
___________   _______________  _______________  _____________  _______________




















______________________________
1 THIS SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                      A-8



<PAGE>



                                                                     EXHIBIT B


                              FORM OF EXCHANGE NOTE

                         [FORM OF FACE OF EXCHANGE NOTE]


[Insert  Global Note Legend,  if  applicable,  pursuant to the provisions of the
Indenture]

                                                                CUSIP No. _____

                               BOTTLING GROUP, LLC

                 4 1/8 % Series B Senior Note due June 15, 2015

No. R-_____               $________________
                          [If the Note is a Global Note, include the following:]
                          as revised by the Schedule of Exchanges of Interests
                          in the Global Note attached hereto

     BOTTLING GROUP,  LLC, a Delaware limited  liability  company (herein called
the  "Obligor"),  for value  received,  hereby  promises  to pay to [insert if a
Global Note: Cede & Co. as nominee for The Depository  Trust Company] [insert if
a Definitive Note:  _________] (the "Holder") or to its registered assigns,  the
principal  sum of  U.S.$___________  [Insert  if a Global  Note:  or such  other
principal amount as shall be set forth on the Schedule of Exchanges of Interests
in the Global Note attached hereto] on June 15, 2015 (the "Maturity Date"),  and
to pay interest on said principal sum  semi-annually  on December 15 and June 15
of each year (each, an "Interest Payment Date"), commencing December 15, 2003 at
the rate of 4 1/8 % per annum of the principal  amount then outstanding from the
original issuance date of the Notes, until payment of the principal sum has been
made or duly provided for.

     The  interest so payable and  punctually  paid or duly  provided for on any
Interest Payment Date will, as provided in the Indenture,  be paid to the person
in whose name this Note (or one or more Predecessor  Notes) is registered at the
close of business on the Record Date for such Interest Payment Date, which shall
be the 15th day (whether or not a Business  Day) next  preceding  such  Interest
Payment Date, provided that interest payable on an Interest Payment Date that is
a Redemption  Date or the  Maturity  Date shall be payable to the Person to whom
principal is payable. Any such interest that is payable but is not so punctually
paid or duly provided for shall  forthwith cease to be payable to the registered
Holder on such Record Date and may be paid to the Person in whose name this Note
(or one or more  Predecessor  Notes) is registered at the close of business on a
Special  Record Date for the payment of such  Defaulted  Interest to be fixed by
the Trustee,  notice whereof shall be given to Holders of Notes not earlier than
10 days prior to such Special Record Date.

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

                                      B-1



<PAGE>



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

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

Dated:

                                              BOTTLING GROUP, LLC


                                              By: ______________________________
                                                  Authorized Officer


                                              By:_______________________________
                                                  Authorized Officer


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                              JPMORGAN CHASE BANK, as Trustee


                                              By:_______________________________
                                                  Authorized Officer








                                      B-2



<PAGE>



                       [FORM OF REVERSE OF EXCHANGE NOTE]

                               BOTTLING GROUP, LLC

                  4 1/8% Series B Senior Note due June 15, 2015

     Capitalized  terms used herein shall have the meanings  assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Bottling Group, LLC, a Delaware limited liability company (the
"Obligor"), promises to pay interest on the principal amount of this Note at the
rate of 4 1/8% per annum  from June 10,  2003  until  payment  of the  principal
amount hereof has been made or duly provided for. The Obligor shall pay interest
on each Interest Payment Date (or if such day is not a Business Day, on the next
succeeding  Business Day and no interest on the amount  payable on such Interest
Payment Date shall  accrue for the  intervening  period).  Interest on the Notes
shall  accrue from the most recent date to which  interest has been paid or duly
provided  for or, if no interest  has been paid,  from the Issue Date;  provided
that if there is no existing default or Event of Default relating to the payment
of interest, and if this Note is authenticated between a Record Date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided,  further, that
the first  Interest  Payment Date shall be December 15, 2003.  The Obligor shall
pay  interest  (including  post-petition  interest in any  proceeding  under any
Federal or State bankruptcy,  insolvency,  reorganization, or other similar law)
on overdue  principal  and premium,  if any,  from time to time on demand at the
rate borne by this Note. The Obligor shall pay interest (including post-petition
interest in any proceeding  under any Federal or State  bankruptcy,  insolvency,
reorganization,  or other  similar  law) on  overdue  installments  of  interest
(without regard to any applicable  grace periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

     2. METHOD OF PAYMENT.  The Obligor  shall pay interest on the Notes (except
Defaulted  Interest) to the Persons who are  registered  Holders of Notes on the
Record Date  therefor,  even if such Notes are cancelled  after such Record Date
and on or before such Interest Payment Date,  except as provided in Section 2.06
of the  Indenture,  provided that interest  payable on an Interest  Payment Date
that is a Redemption Date or the Maturity Date shall be payable to the Person to
whom principal is payable. The Notes shall be payable as to principal,  premium,
if any, and interest at the office or agency of the Obligor  maintained for such
purpose as set forth in Section 9.02 of the Indenture,  or, at the option of the
Obligor, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the Security Register,  and provided that payment by wire
transfer  of  immediately  available  funds shall be  required  with  respect to
principal  of,  premium,  if any,  and  interest on Global Notes and a Holder of
$10,000,000 or more in aggregate  principal  amount of Notes will be entitled to
receive payments of interest, other than interest due at maturity or any date of
redemption,  by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Trustee in writing not less than
15 calendar  days prior to the  applicable  Interest  Payment  Date.  Payment of
principal of,  premium,  if any, and interest on the Notes shall be in such coin
or currency  of the United  States of America as at the time of payment is legal
tender for payment of public and private debts.

                                      B-3



<PAGE>



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

     4.  INDENTURE.  The Obligor issued the Notes under an Indenture dated as of
June  10,  2003  (as it may be  amended  or  supplemented  from  time to time in
accordance with the terms thereof,  the "Indenture") between the Obligor and the
Trustee.  The terms of the Notes include those stated in the Indenture and those
made part of the  Indenture by reference to the Trust  Indenture  Act. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
Trust  Indenture Act for a statement of such terms.  To the extent any provision
of this  Note  conflicts  with the  express  provisions  of the  Indenture,  the
provisions of the Indenture shall govern and be controlling.

     5. OPTIONAL REDEMPTION.  The Notes will be redeemable, in whole or in part,
upon not less than 30 nor more than 60 days'  notice,  at any time at the option
of the Obligor, at the Redemption Price equal to the greater of: (1) 100% of the
principal  amount  of the  Notes  being  redeemed  or (2)  as  determined  by an
Independent  Investment  Banker,  the sum of the present  value 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 Redemption Date on a
semi-annual  basis  (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate plus 15 basis  points;  plus,  for
(1) or (2) above,  whichever is applicable,  accrued and unpaid interest on such
Notes to the Redemption Date.

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

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

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

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

                                      B-4



<PAGE>



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

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

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

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

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

     14.  CUSIP  NUMBERS.  Pursuant  to  a  recommendation  promulgated  by  the
Committee on Uniform Security Identification  Procedures, the Obligor has caused
CUSIP  numbers to be printed on the Notes and the Trustee may use CUSIP  numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the  accuracy  of such  numbers  either  as  printed  on the  Notes  or as
contained  in any notice of  redemption  and  reliance may be placed only on the
other identification numbers placed thereon.

                                      B-5



<PAGE>



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





















                                      B-6



<PAGE>



                                 ASSIGNMENT FORM

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

________________________________________________________________________________
         (Insert assignees social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

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

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



Date:_______________________  Your Signature:___________________________________
                              (Sign exactly as your name appears on the face
                              of this Note)

                              Tax Identification No:____________________________

                              SIGNATURE GUARANTEE:

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





                                      B-7



<PAGE>



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 2

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

                                              Principal Amount
                  Amount of       Amount of       of this      Signature of
                 decrease in     increase in    Global Note     authorized
                  Principal       Principal    following such   officer of
  Date of      Amount of this  Amount of this     decrease      Trustee or
  Exchange       Global Note     Global Note    (or increase)    Custodian
___________   _______________  _______________  _____________  _______________
___________   _______________  _______________  _____________  _______________
___________   _______________  _______________  _____________  _______________














______________________________
2 THIS SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                      B-8



<PAGE>



                                                                      EXHIBIT C



                        CERTIFICATE TO BE DELIVERED UPON
                  EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES


                     Re: 4 1/8% Senior Notes due June 15, 2015
                             of Bottling Group, LLC

     Reference  is hereby made to the  Indenture,  dated as of June 10, 2003 (as
amended and supplemented from time to time, the  "Indenture"),  between Bottling
Group, LLC and JPMorgan Chase Bank, as Trustee.  Capitalized  terms used but not
defined herein shall have the meanings given them in the Indenture.

     This Certificate relates to $_______________  principal amount of Notes [in
the case of an  interest in a Rule 144A  Global  Note or a  Regulation  S Global
Note:  which  represents an interest in a [Rule 144A Global Note]  [Regulation S
Global Note] beneficially owned by] [in the case of a Definitive Note: which are
held in the name of] the undersigned (the "Transferor").

     The  Transferor  has  requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

     In  connection  with such  request  and in respect  of each such Note,  the
Transferor does hereby certify to the Obligor and the Trustee as follows:*

     ( )Such  Note is owned by the  Transferor  and is being  exchanged  without
transfer; or

     ( )Such Note is being  transferred to a qualified  institutional  buyer (as
defined  in Rule  144A  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act")), in a transaction meeting the requirements of Rule 144A under
the Securities Act; or

     ( )Such Note is being  transferred in accordance with Rule 144(k) under the
Securities Act; or

     ( )Such Note is being  transferred to a person  located  outside the United
States  and is not a  "U.S.  person"  as  defined  in  Regulation  S  under  the
Securities  Act in a  transaction  meeting the  requirements  of Rule 903 or 904
under the Securities Act; or

     ( )Such Note is being transferred to the Obligor or one of its Affiliates.





________________________________
* Check the applicable box.


                                      C-1



<PAGE>

                                 [INSERT NAME OF TRANSFEROR]


                            By:______________________________________


Date:____________________






























                                       C-2