Exhibit 4.1


                                                           EXECUTION COUNTERPART
________________________________________________________________________________



                                U.S. $500,000,000
                             5-YEAR CREDIT AGREEMENT


                           Dated as of April 28, 2004

                                      among

                         THE PEPSI BOTTLING GROUP, INC.

                               BOTTLING GROUP, LLC

                            THE LENDERS NAMED HEREIN

                              JPMORGAN CHASE BANK,
                                    as Agent,


                       BANC OF AMERICA SECURITIES LLC and
                         CITIGROUP GLOBAL MARKETS INC.,
                           as Joint Lead Arrangers and
                                  Book Managers

                                       and

                             BANK OF AMERICA, N.A.,
                               Citicorp USA, Inc.,
                         CREDIT SUISSE FIRST BOSTON and
                         DEUTSCHE BANK SECURITIES INC.,
                              as Syndication Agents



________________________________________________________________________________


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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----
ARTICLE I  DEFINITIONS AND ACCOUNTING..........................................1
   SECTION 1.01.  Certain Defined Terms........................................1
   SECTION 1.02.  Computation of Time Periods.................................12
   SECTION 1.03.  Accounting Terms............................................12
ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES.................................13
   SECTION 2.01.  The Revolving Credit Advances...............................13
   SECTION 2.02.  Making the Revolving Credit Advances........................13
   SECTION 2.03.  The Competitive Bid Advances................................15
   SECTION 2.04.  Fees........................................................18
   SECTION 2.05.  Termination, Reduction or Increase of the
                    Commitments...............................................19
   SECTION 2.06.  Repayment of Revolving Credit Advances, Evidence
                    of Indebtedness and Extension of Termination Date.........21
   SECTION 2.07.  Interest on Revolving Credit Advances.......................23
   SECTION 2.08.  Interest Rate Determination.................................23
   SECTION 2.09.  Optional Conversion of Revolving Credit Advances............24
   SECTION 2.10.  Optional Prepayments of Revolving Credit Advances...........25
   SECTION 2.11.  Increased Costs.............................................25
   SECTION 2.12.  Illegality..................................................26
   SECTION 2.13.  Payments and Computations...................................26
   SECTION 2.14.  Taxes.......................................................27
   SECTION 2.15.  Sharing of Payments, Etc....................................30
   SECTION 2.16.  Use of Proceeds.............................................30
   SECTION 2.17.  Borrowings by Borrowing Subsidiaries;
                    Substitution of Borrower..................................30
   SECTION 2.18.  Mitigation Obligations......................................31
ARTICLE III  CONDITIONS TO EFFECTIVENESS AND ARTICLE II.......................32
   SECTION 3.01.  Conditions Precedent to Effectiveness
                    of Sections 2.01 and 2.03.................................32
   SECTION 3.02.  Conditions Precedent to Each Revolving Credit Borrowing.....34
   SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing......34
   SECTION 3.04.  Determinations Under Section 3.01...........................35
ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES................35
   SECTION 4.01.  Representations and Warranties of the Loan Parties..........35
ARTICLE V  COVENANTS..........................................................36
   SECTION 5.01.  Affirmative Covenants.......................................36
   SECTION 5.02.  Negative Covenants..........................................38
   SECTION 5.03.  Financial Covenants.........................................39
ARTICLE VI  EVENTS OF DEFAULT.................................................40
   SECTION 6.01.  Events of Default...........................................40
ARTICLE VII  THE AGENT........................................................42
ARTICLE VIII  MISCELLANEOUS...................................................44
   SECTION 8.01.  Amendments, Etc.............................................44
   SECTION 8.02.  Notices, Etc................................................44
   SECTION 8.03.  No Waiver; Remedies.........................................45


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                                                                            Page
                                                                            ----
   SECTION 8.04.  Costs and Expenses..........................................45
   SECTION 8.05.  Right of Set-off............................................46
   SECTION 8.06.  Binding Effect..............................................46
   SECTION 8.07.  Assignments and Participations..............................47
   SECTION 8.08.  Confidentiality.............................................50
   SECTION 8.09.  Governing Law...............................................50
   SECTION 8.10.  Execution in Counterparts...................................50
   SECTION 8.11.  Jurisdiction, Etc...........................................50
   SECTION 8.12.  WAIVER OF JURY TRIAL........................................51
   SECTION 8.13.  USA PATRIOT Act.............................................51
ARTICLE IX  COMPANY GUARANTEE.................................................51
   SECTION 9.01.  Company Guarantee...........................................51
ARTICLE X  SUBSIDIARY GUARANTEE...............................................53
   SECTION 10.01. Subsidiary Guarantee........................................53
   SECTION 10.02. Limitation of Guarantor's Liability.........................54


SCHEDULE 1       - Lending Offices
SCHEDULE 2       - Pricing Schedule

EXHIBIT A-1      - Form of Notice of Revolving Credit Borrowing
EXHIBIT A-2      - Form of Notice of Competitive Bid Borrowing
EXHIBIT A-3      - Form of Extension Agreement
EXHIBIT B        - Form of Assignment and Acceptance
EXHIBIT C-1      - Form of Opinion of General Counsel of the Company
                   and the Guarantor
EXHIBIT C-2      - Form of Opinion of Special New York Counsel for the Agent
EXHIBIT D        - Form of Designation Letter
EXHIBIT E        - Form of Substitution Letter
EXHIBIT F        - Form of Termination Letter



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                                CREDIT AGREEMENT

                           Dated as of April 28, 2004

     THE PEPSI BOTTLING GROUP,  INC., a Delaware  corporation  (the  "Company"),
BOTTLING GROUP, LLC, a Delaware limited liability company (the "Guarantor"), the
banks,  financial  institutions  and other  institutional  lenders (the "Initial
Lenders")  listed  on the  signature  pages  hereof,  and  JPMORGAN  CHASE  BANK
("JPMorgan"),  as administrative  agent (in such capacity,  the "Agent") for the
Lenders (as hereinafter defined), agree as follows:


                                    ARTICLE I

                           DEFINITIONS AND ACCOUNTING


     SECTION  1.01.  Certain  Defined  Terms.  As used in  this  Agreement,  the
following  terms shall have the following  meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

     "Advance" means a Revolving Credit Advance or a Competitive Bid Advance.

     "Affiliate"  means,  as to any Person,  any other Person that,  directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
Person  or is a  director  or  officer  of such  Person.  For  purposes  of this
definition,  the term "control" (including the terms "controlling",  "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect,  of the power to vote 5% or more of the Voting Stock of such Person or
to direct or cause the direction of the  management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

     "Agent's  Account " means the account of the Agent  maintained by the Agent
at JPMorgan with its office at 270 Park Avenue, New York, New York 10017.

     "Alternate  Covenant  Date"  means any day on which the Index Debt of Pepsi
shall be rated less than A- by S&P or less than A3 by Moody's.

     "Applicable Facility Fee Rate" means, for any Rating Level Period, the rate
per annum set forth in Schedule 2 opposite  the  reference  to such Rating Level
Period  under the heading  "Applicable  Facility  Fee Rate".  Each change in the
Applicable  Facility  Fee Rate  resulting  from a Rating  Level  Change shall be
effective on the date of such Rating Level Change.

     "Applicable  Lending  Office"  means,  with  respect to each  Lender,  such
Lender's  Domestic  Lending Office in the case of the Base Rate Advance and such
Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and,
in the case of a Competitive Bid


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Advance,  the  office of such  Lender  notified  by such  Lender to the Agent as
Applicable Lending Office with respect to such Competitive Bid Advance.

     "Applicable Margin" means, with respect to any Eurodollar Rate Advance, for
any Rating Level Period, the rate per annum set forth in Schedule 2 opposite the
reference to such Rating Level  Period  under the heading  "Applicable  Margin".
Each change in the Applicable  Margin resulting from a Rating Level Change shall
be effective on the date of such Rating Level Change.

     "Applicable  Percentage"  means, with respect to any Lender, the percentage
of the  total  Commitments  represented  by  such  Lender's  Commitment.  If the
Commitments  have  terminated or expired,  the Applicable  Percentages  shall be
determined based upon the Commitments most recently in effect,  giving effect to
any assignments.

     "Applicable  Utilization Fee Rate" means, for any Rating Level Period,  the
rate per annum set forth in  Schedule 2 opposite  the  reference  to such Rating
Level Period under the heading "Applicable Utilization Fee Rate". Each change in
the Applicable  Utilization  Fee Rate resulting from a Rating Level Change shall
be effective on the date of such Rating Level Change.

     "Assignment and Acceptance" means an assignment and acceptance entered into
by  a  Lender  and  an  Eligible  Assignee,   and  accepted  by  the  Agent,  in
substantially the form of Exhibit B hereto.

     "Base Rate" means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to the higher of:

     (a)  the rate of interest  announced  publicly by JPMorgan in New York, New
          York, from time to time, as JPMorgan's prime rate; and

     (b)  1/2 of one percent per annum above the Federal Funds Rate.

     "Base Rate Advance" means a Revolving Credit Advance that bears interest as
provided in Section 2.07(a).

     "Borrowers"  means,  at any time,  collectively,  the  Company  unless  the
Substitution  Date  has  occurred  pursuant  to  Section  2.17,  each  Borrowing
Subsidiary  and, on and after the  Substitution  Date has  occurred  pursuant to
Section 2.17, the Guarantor.

     "Borrowing"  means  a  Revolving  Credit  Borrowing  or a  Competitive  Bid
Borrowing.

     "Borrowing  Subsidiary" means any Subsidiary of the Company,  as to which a
Designation Letter has been delivered to the Agent and as to which a Termination
Letter has not been delivered to the Agent in accordance with Section 2.17.


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     "Business  Day" means a day of the year on which banks are not  required or
authorized by law to close in New York City and, if the applicable  Business Day
relates to any Eurodollar Rate Advances, on which dealings are carried on in the
London interbank market.

     "Change of Control"  means (a) the  acquisition  of ownership,  directly or
indirectly,  beneficially  or of  record,  by any  Person or group  (within  the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the
Securities and Exchange  Commission  thereunder as in effect on the date hereof)
other than Pepsi, of shares representing more than 25% of the aggregate ordinary
voting power  represented  by the issued and  outstanding  capital  stock of the
Company;  (b) occupation of a majority of the seats (other than vacant seats) on
the board of directors of the Company by Persons who were neither (i)  nominated
by the board of  directors  of the Company nor (ii)  appointed  by  directors so
nominated;  or (c) the loss of power to  direct or cause  the  direction  of the
management or policies of such Borrower by any Person or group other than [Ambac
Financial].

     "Commitment" has the meaning specified in Section 2.01.

     "Competitive  Bid  Advance"  means an advance by a Lender to a Borrower  as
part of a Competitive Bid Borrowing resulting from the auction bidding procedure
described  in Section  2.03 and  refers to a Fixed  Rate  Advance or a LIBO Rate
Advance.

     "Competitive  Bid Borrowing"  means a borrowing  consisting of simultaneous
Competitive  Bid  Advances  from each of the Lenders  whose offer to make one or
more  Competitive Bid Advances as part of such borrowing has been accepted under
the auction bidding procedure described in Section 2.03.

     "Competitive Bid Reduction" has the meaning specified in Section 2.01.

     "Confidential  Information" means information that the Company furnishes to
the Agent or any Lender in a writing  designated as  confidential,  but does not
include  any such  information  that is or becomes  generally  available  to the
public or that is or becomes  rightfully  available  to the Agent or such Lender
from a source other than the Company.

     "Consolidated"  refers to the  consolidation of accounts in accordance with
GAAP.  The  Company  shall  cause  the  Guarantor  at  all  times  to  remain  a
Consolidated Subsidiary.

     "Consolidated  EBITDA" means,  for any period,  Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a charge in
the statement of such  Consolidated  Net Income for such period,  the sum of (a)
income tax  expense,  (b)  interest  expense,  amortization  or writeoff of debt
discount with respect to Debt  (including the Advances),  (c)  depreciation  and
amortization  expense,  (d)  amortization  of  intangibles  (including,  but not
limited to, goodwill) and organization costs, (e) any extraordinary  expenses or
losses (including, whether or not otherwise includable as a separate item in the
statement of such  Consolidated  Net Income for such period,  losses on sales of
assets outside of the ordinary  course of business),  and (f) any other non-cash
charges, and minus, to the extent included in the statement of such Consolidated
Net Income for such  period,  the sum of (a) any  extraordinary  income or gains
(including,  whether  or not  otherwise  includable  as a  separate  item in the
statement of such Consolidated


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Net Income for such period, gains on the sales of assets outside of the ordinary
course of business) and (b) any other  non-cash  income,  all as determined on a
Consolidated  basis; in each case exclusive of the cumulative  effect of foreign
currency gains or losses.  For the purposes of calculating  Consolidated  EBITDA
for any period pursuant to any determination of the Consolidated Leverage Ratio,
if during such period the Company or any  Subsidiary,  including the  Guarantor,
shall have made an  acquisition or incurred or assumed  (without  duplication of
any Debt incurred to refinance such assumed Debt) any Debt,  Consolidated EBITDA
for such period shall be calculated  after giving pro forma effect thereto as if
such  acquisition  occurred  and such  Debt  had been  incurred  or  assumed  or
refinanced on the first day of such period.

     "Consolidated  Leverage  Ratio"  means,  as at the last  day of any  Fiscal
Quarter,  the  ratio  of  (a)  Consolidated  Total  Debt  on  such  day  to  (b)
Consolidated  EBITDA for the four consecutive  fiscal quarters then ended (taken
as one accounting period).

     "Consolidated  Net Income"  means,  for any period,  the  consolidated  net
income (or loss) of the Company, its Restricted  Subsidiaries and the Guarantor,
determined on a consolidated  basis in accordance with GAAP, before deduction of
any minority  interests in the Guarantor and excluding the cumulative  effect of
any foreign currency gains or losses.

     "Consolidated  Net Tangible  Assets" means the total assets of the Company,
its Restricted  Subsidiaries  and the Guarantor (less  applicable  depreciation,
amortization, and other valuation reserves), except to the extent resulting from
write-ups of capital assets (other than writeups in connection  with  accounting
for  acquisitions,  in  accordance  with  GAAP),  less all  current  liabilities
(excluding  intercompany  liabilities) and all intangible assets of the Company,
its Restricted Subsidiaries and the Guarantor, all as set forth on the then most
recent Consolidated  balance sheet of the Company,  its Restricted  Subsidiaries
and the Guarantor, prepared in accordance with GAAP, but before deduction of any
minority  interests  in the  Guarantor  and  exclusive  of any foreign  currency
translation adjustments.

     "Consolidated Net Worth" means, as of any date of determination,  all items
which in conformity with GAAP would be included under shareholders'  equity on a
Consolidated  balance sheet of the Company and its  Subsidiaries,  including the
Guarantor,  at  such  date  plus  amounts  representing  mandatorily  redeemable
preferred  securities  issued by  Subsidiaries  of the  Company,  including  the
Guarantor,  but before deduction of any minority  interests in the Guarantor and
exclusive of any foreign currency translation adjustments.

     "Consolidated  Total Debt" means,  at any date (i) the aggregate  principal
amount of all Debt of the Company and its Subsidiaries,  including the Guarantor
minus (ii) the aggregate  amount (not in excess of $500,000,000) of all cash and
cash equivalents of the Company and its Subsidiaries,  in each case at such date
and determined on a Consolidated basis in accordance with GAAP.

     "Control"  means the  possession,  directly or indirectly,  of the power to
direct or cause the direction of the management or policies of a Person, whether
through  the  ability to  exercise  voting  power,  by  contract  or  otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.


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     "Convert",  "Conversion"  and  "Converted"  each refers to a conversion  of
Revolving  Credit  Advances of one Type into  Revolving  Credit  Advances of the
other Type pursuant to Section 2.08 or 2.09.

     "Debt" of any Person means,  without  duplication,  (a) all indebtedness of
such  Person for  borrowed  money,  (b) all  obligations  of such Person for the
deferred  purchase  price of  property or  services  (other than trade  accounts
payable arising in the ordinary course of business), (c) all obligations of such
Person evidenced by notes, bonds,  debentures or other similar instruments,  (d)
all  obligations  (other than trade  accounts  payable  arising in the  ordinary
course of business) of such Person created or arising under any conditional sale
or other title  retention  agreement  with respect to property  acquired by such
Person  (even  though the rights and remedies of the seller or lender under such
agreement  in the event of default are limited to  repossession  or sale of such
property),  (e) all  obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP,  recorded as capital leases, (f) all
Debt of others  referred to in clauses (a) through (e) above or clause (g) below
guaranteed  directly or  indirectly  in any manner by such Person,  or in effect
guaranteed directly or indirectly by such Person through (i) an agreement (1) to
pay or  purchase  such Debt or to  advance  or supply  funds for the  payment or
purchase  of such  Debt,  (2) to  purchase,  sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of enabling
the  debtor to make  payment  of such Debt or to assure  the holder of such Debt
against loss, (3) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether
such  property is received or such  services are  rendered) or (4)  otherwise to
assure a creditor  against loss, or (ii) a standby  letter of credit and (g) all
Debt  referred to in clauses (a) through (f) above  secured by (or for which the
holder  of such Debt has an  existing  right,  contingent  or  otherwise,  to be
secured by) any Lien on property  (including,  without limitation,  accounts and
contract  rights) owned by such Person,  even though such Person has not assumed
or become liable for the payment of such Debt.

     "Debt  to  Capitalization  Ratio"  means  at  any  time  the  ratio  of (x)
Consolidated  Total Debt to (y) the sum of (i) Consolidated Total Debt plus (ii)
Consolidated Net Worth.

     "Declining   Lender"   has  the   meaning   assigned   to   that   term  in
Section 2.06(c).

     "Default" means any Event of Default or any event that would  constitute an
Event of Default but for the requirement  that notice be given or time elapse or
both.

     "Designation Letter" has the meaning specified in Section 2.17(a).

     "Domestic Lending Office" means, with respect to any Lender,  the office of
such Lender  specified as its  "Domestic  Lending  Office"  opposite its name on
Schedule  1 hereto or in the  Assignment  and  Acceptance  pursuant  to which it
became a Lender,  or such other  office of such  Lender as such  Lender may from
time to time specify to the Company and the Agent.

     "Effective Date" has the meaning specified in Section 3.01.



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     "Eligible  Assignee"  means (i) a Lender;  (ii) an  Affiliate  of a Lender;
(iii) a commercial  bank organized  under the laws of the United States,  or any
State  thereof,  and  having  total  assets in excess of  $15,000,000,000  and a
combined capital and surplus of at least $1,000,000,000; (iv) a savings and loan
association  or savings bank organized  under the laws of the United States,  or
any State thereof,  and having total assets in excess of  $15,000,000,000  and a
combined capital and surplus of at least  $1,000,000,000;  (v) a commercial bank
organized  under  the  laws  of  any  other  country  that  is a  member  of the
Organization for Economic  Cooperation and Development or has concluded  special
lending  arrangements with the  International  Monetary Fund associated with its
General  Arrangements  to  Borrow  or of  the  Cayman  Islands,  or a  political
subdivision  of  any  such  country,  and  having  total  assets  in  excess  of
$l5,000,000,000 and a combined capital and surplus of at least $1,000,000,000 so
long as such bank is acting  through a branch or agency  located  in the  United
States or in the country in which it is  organized  or another  country  that is
described  in this clause (v);  (vi) the central  bank of any country  that is a
member of the Organization for Economic  Cooperation and Development;  provided,
however,  that each Person  described  in clauses (ii) through (vi) shall have a
short term  public  debt rating of not less than A by S&P or Moody's or shall be
approved by the  Company;  and (vii) any other  Person  approved by the Company,
such approval not to be  unreasonably  withheld or delayed;  provided,  however,
that  neither the Company nor an Affiliate  of the Company  shall  qualify as an
Eligible Assignee.

     "Environmental  Law" means any federal,  state,  local or foreign  statute,
law, ordinance,  rule, regulation,  code, order, judgment, decree or judicial or
agency interpretation,  policy or guidance relating to the environment,  health,
safety or Hazardous Materials.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and the  regulations  promulgated  and rulings issued
thereunder.

     "Eurodollar  Lending Office" means, with respect to any Lender,  the office
of such Lender specified as its "Eurodollar Lending Office" opposite its name on
Schedule  1 hereto or in the  Assignment  and  Acceptance  pursuant  to which it
became a Lender  (or,  if no such  office is  specified,  its  Domestic  Lending
Office),  or such other  office of such  Lender as such  Lender may from time to
time specify to the Company and the Agent.

     "Eurodollar  Rate" means,  for any Interest Period for each Eurodollar Rate
Advance comprising part of the same Revolving Credit Borrowing, an interest rate
per annum appearing on Page 3750 of the Telerate Service (or on any successor or
substitute  page of such Service,  or any  successor to or  substitute  for such
Service,  providing rate quotations  comparable to those  currently  provided on
such page of such  Service,  as  determined  by the Agent  from time to time for
purposes of providing quotations of interest rates applicable to Dollar deposits
in the London  interbank  market) as of 11:00 A.M. (London time) on the date two
Business  Days  prior to the first day of such  Interest  Period as the rate for
Dollar  deposits  having a term  comparable to such Interest  Period,  or in the
event  such  offered  rate is not  available  from said Page 3750,  the  average
(rounded to the nearer whole  multiple of 1/16 of 1% per annum,  if such average
is not such a multiple) of the rate per annum at which deposits in U.S.  dollars
are offered by the principal  office of each of the  Reference  Banks in London,
England to prime  banks in the  London  interbank  market at 11:00 A.M.  (London
time) two  Business  Days  before  the first day of such  Interest  Period in an
amount  substantially  equal to such Reference  Bank's  Eurodollar  Rate Advance
comprising part of such Revolving Credit Borrowing to be outstanding during such


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Interest  Period  and  for a  period  equal  to  such  Interest  Period.  If the
Eurodollar Rate does not appear on said Page 3750 (or any successor  page),  the
Eurodollar  Rate for any  Interest  Period  for  each  Eurodollar  Rate  Advance
comprising  part of the same Revolving  Credit  Borrowing shall be determined by
the Agent on the basis of  applicable  rates  furnished  to and  received by the
Agent from the  Reference  Banks two Business  Days before the first day of such
Interest Period, subject, however, to the provisions of Section 2.08.

     "Eurodollar  Rate  Advance"  means a Revolving  Credit  Advance  that bears
interest as provided in Section 2.07(b).

     "Events of Default" has the meaning specified in Section 6.01.

     "Extension  Agreement"  means an Extension  Agreement  substantially in the
form contained in Exhibit A-3 hereto.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates
on overnight  Federal  funds  transactions  with members of the Federal  Reserve
System arranged by Federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next  preceding  Business Day) by the Federal
Reserve Bank of New York,  or, if such rate is not so published for any day that
is a  Business  Day,  the  average  of the  quotations  for  such  day  on  such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it.

     "Fiscal  Quarter"  means a period  of 13 or (or 14)  weeks  treated  by the
Company as a fiscal quarter.

     "Fiscal  Year"  means the  period  of 52 (or 53)  weeks  ending on the last
Saturday of any calendar year and treated by the Company as its fiscal year.

     "Fixed Rate Advances" has the meaning specified in Section 2.03(b).

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time,  applied on a basis consistent (except for changes concurred in by
the  Company's  independent  public  accountants)  with the most recent  audited
Consolidated  financial statements of the Company and its Subsidiaries delivered
to the Lenders.

     "Granting Lender" has the meaning specified in Section 8.07(e).

     "Guaranteed Party" has the meaning specified in Section 9.01.

     "Hazardous Materials" means petroleum and petroleum products, byproducts or
breakdown products, radioactive materials,  asbestos-containing materials, radon
gas and any other chemicals,  materials or substances designated,  classified or
regulated as being "hazardous" or "toxic", or words of similar import, under any
federal, state, local or foreign statute, law, ordi-


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nance, rule,  regulation,  code, order,  judgment,  decree or judicial or agency
interpretation, policy or guidance.

     "Index Debt" of any Person means senior, unsecured,  long-term indebtedness
for  borrowed  money of such Person that is not  guaranteed  by any other Person
(other than, in the case of the Company,  the Guarantor) or subject to any other
credit enhancement.

     "Information  Memorandum" means the information memorandum dated March 2004
used by the Agent in connection with the syndication of the Commitments.

     "Interest  Period" means, for each Eurodollar Rate Advance  comprising part
of the same Revolving  Credit  Borrowing,  the period  commencing on the date of
such  Eurodollar  Rate  Advance or the date of the  Conversion  of any Base Rate
Advance  into such  Eurodollar  Rate  Advance  and ending on the last day of the
period selected by the Company pursuant to the provisions below and, thereafter,
each subsequent period  commencing on the last day of the immediately  preceding
Interest Period and ending on the last day of the period selected by the Company
pursuant to the  provisions  below.  The duration of each such  Interest  Period
shall be one, two, three,  six or, to the extent available from all the Lenders,
nine or twelve months, as the Company may, upon notice received by the Agent not
later than 11:00 A.M.  (New York City time) on the third  Business  Day prior to
the first day of such Interest Period, select; provided, however, that:

     (1)  the  Company  may not select any  Interest  Period that ends after the
          Termination Date;

     (2)  Interest  Periods  commencing  on the same  date for  Eurodollar  Rate
          Advances  comprising part of the same Revolving Credit Borrowing shall
          be of the same duration;

     (3)  whenever the last day of any Interest  Period would otherwise occur on
          a day other than a Business Day, the last day of such Interest  Period
          shall  be  extended  to occur on the  next  succeeding  Business  Day,
          provided, however, that, if such extension would cause the last day of
          such Interest  Period to occur in the next following  calendar  month,
          the last day of such Interest Period shall occur on the next preceding
          Business Day; and

     (4)  whenever  the first day of any Interest  Period  occurs on a day of an
          initial calendar month for which there is no numerically corresponding
          day in the calendar month that succeeds such initial calendar month by
          the number of months  equal to the  number of months in such  Interest
          Period,  such  Interest  Period shall end on the last  Business Day of
          such succeeding calendar month.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
from  time  to  time,  and  the  regulations   promulgated  and  rulings  issued
thereunder.

     "Lenders"  means the Initial  Lenders  and each Person that shall  become a
party hereto pursuant to Sections 2.05(c) or 8.07.

     "LIBO Rate Advances" has the meaning specified in Section 2.03(b).



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<PAGE>



     "Lien" means any lien,  security interest or other charge or encumbrance of
any kind,  or any other type of  preferential  arrangement,  including,  without
limitation, the lien or retained security title of a conditional vendor.

     "Loan Documents" means, collectively,  this Agreement, each promissory note
issued thereunder, each Designation Letter and each Termination Letter.

     "Loan Party" has the meaning specified in Section 4.01.

     "Margin Stock" means margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System.

     "Master Bottling Agreement" means the Master Bottling Agreement dated March
30,  1999,  between  the  Company  and  Pepsi or any  successor  or  replacement
agreement  that confers  substantially  the same  benefits on the Company as the
Master Bottling Agreement conferred on the date hereof.

     "Material  Adverse  Change"  means  any  material  adverse  change  in  the
financial condition,  operations or properties of the Company or the Company and
its Subsidiaries (including the Guarantor) taken as a whole.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
financial   condition,   operations   or  properties  of  the  Company  and  its
Subsidiaries  (including  the  Guarantor)  taken as a whole,  (b) the rights and
remedies of the Agent or any Lender under this Agreement or any promissory  note
or (c) the  ability  of the  Company  to  perform  its  obligations  under  this
Agreement or any promissory note.

     "Material  Subsidiary"  means each  Subsidiary  of the  Company  which is a
"significant  subsidiary"  as  that  term  is  defined  in  Rule 1-02(w)  of the
Regulation S-X under the Securities Act of 1933, as amended,  as such rule is in
effect as of the date hereof.

     "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

     "Moody's Rating" means, at any time, the rating of the Company's Index Debt
then most recently announced by Moody's.

     "New Lender" means, for purposes of Section 2.05(c),  an Eligible  Assignee
(which  may be a  Lender)  selected  by the  Company  with (in the case of a New
Lender that is not already a Lender) prior consultation with the Agent.

     "Notice of Competitive Bid Borrowing" has the meaning  specified in Section
2.03(b).

    "Notice of Revolving Credit Borrowing" has the meaning specified in Section
2.02(a).



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<PAGE>



     "Pepsi" means PepsiCo, Inc., a North Carolina corporation.

     "Person"  means  an  individual,  partnership,   corporation  (including  a
business trust), joint stock company, trust, unincorporated  association,  joint
venture,  limited  liability  company or other  entity,  or a government  or any
political subdivision or agency thereof.

     "Principal  Property" means any single  manufacturing or processing  plant,
office  building,  or  warehouse  owned or leased by the  Company,  a Restricted
Subsidiary or the Guarantor other than a plant,  warehouse,  office building, or
portion thereof which,  in the opinion of the Company's  Board of Directors,  is
not of  material  importance  to the  business  conducted  by the  Company,  its
Restricted Subsidiaries and the Guarantor as an entirety.

     "Rating" means the Moody's Rating or the S&P Rating, as the case may be.

     "Rating  Level  Change"  means a change  in the  Moody's  Rating or the S&P
Rating that results in a change from one Rating  Level Period to another,  which
Rating  Level  Change  shall be deemed  to take  effect on the date on which the
relevant change in rating is first announced by Moody's or S&P.

     "Rating  Level  Period"  means a Rating  Level 1 Period,  a Rating  Level 2
Period,  a Rating  Level 3 Period,  a Rating  Level 4 Period or a Rating Level 5
Period; provided that:

    (i)   "Rating Level 1 Period" means a period during which the Moody's Rating
          is at or above Aa3 or the S&P Rating is at or above AA-;

    (ii)  "Rating  Level 2 Period"  means a period that is not a Rating  Level 1
          Period,  during which the Moody's  Rating is at or above A1 or the S&P
          Rating is at or above A+;

    (iii) "Rating  Level 3 Period"  means a period that is not a Rating  Level 1
          Period or a Rating Level 2 Period,  during which the Moody's Rating is
          at or above A2 or the S&P Rating is at or above A;

    (iv)  "Rating  Level 4 Period"  means a period that is not a Rating  Level 1
          Period,  a Rating  Level 2 Period or a Rating  Level 3 Period,  during
          which the Moody's  Rating is at or above A3 or the S&P Rating is at or
          above A-; and

    (v)   "Rating  Level 5 Period"  means a period that is not a Rating  Level 1
          Period,  a Rating Level 2 Period,  a Rating Level 3 Period or a Rating
          Level 4 Period;

and provided,  further,  that if the Moody's rating and the S&P Rating differ by
more than one Rating Level, then the applicable Rating Level Period shall be one
Rating Level lower than the Rating Level  resulting from the  application of the
higher of such ratings (for which purpose



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Rating Level 1 is the highest and Rating Level 5 is the lowest);  and  provided,
further,  that any period during which there is no Moody's Rating or there is no
S&P Rating shall be a Rating Level 5 Period.

     "Reference Banks" means JPMorgan,  Citibank, N.A. and Bank of America, N.A.
(and any successors thereof).

     "Related  Parties"  means,  with  respect  to any  specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

     "Register" has the meaning specified in Section 8.07(d).

     "Required Lenders" means at any time Lenders owed more than 50% of the then
aggregate unpaid  principal  amount of the Revolving Credit Advances  (excluding
Competitive Bid Advances) owing to Lenders,  or, if no such principal  amount is
then  outstanding,  Lenders having more than 50% of the aggregate  amount of the
Commitments.

     "Restricted  Subsidiary"  means at any time any  Subsidiary  of the Company
except a Subsidiary which is at the time an Unrestricted Subsidiary.

     "Revolving  Credit  Advance"  means an advance by a Lender to a Borrower as
part of a  Revolving  Credit  Borrowing  and refers to a Base Rate  Advance or a
Eurodollar  Rate Advance  (each of which shall be a "Type" of  Revolving  Credit
Advance).

     "Revolving Credit  Borrowing" means a borrowing  consisting of simultaneous
Revolving  Credit Advances of the same Type made by each of the Lenders pursuant
to Section 2.01.

     "S&P" means Standard & Poors Rating Services or any successor thereto.

     "S&P Rating"  means,  at any time,  the rating of the Company's  Index Debt
then most recently announced by S&P.

     "SPC" has the meaning specified in Section 8.07(e).

     "Subsidiary"  of any  Person  means  any  corporation,  partnership,  joint
venture,  limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding  capital stock having ordinary voting
power  to  elect a  majority  of the  Board  of  Directors  of such  corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation  shall or might have voting power upon the occurrence of any
contingency),  (b) the interest in the capital or profits of such partnership or
joint venture or (c) the  beneficial  interest in such trust or estate is at the
time directly or indirectly  owned or controlled by such Person,  by such Person
and one or more of its  other  Subsidiaries  or by one or more of such  Person's
other Subsidiaries.


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<PAGE>



     "Substitution Date" has the meaning specified in Section 2.17(c).

     "Substitution Letter" has the meaning specified in Section 2.17(c).

     "Termination  Date"  means  April  28,  2009 or,  if  earlier,  the date of
termination in whole of the Commitments  pursuant to Section 2.05(a) or 6.01 or,
in the case of any Lender  whose  Commitment  is  extended  pursuant  to Section
2.06(c),  the date to which such  Commitment is extended;  provided in each case
that if any such date is not a Business  Day, the relevant  Termination  Date of
such Lender shall be the immediately preceding Business Day.

     "Termination Letter" has the meaning specified in Section 2.17(b).

     "Type" has the meaning  specified in the  definition of  "Revolving  Credit
Advance."

     "Unrestricted  Subsidiary"  means (a) any Subsidiary of the Company (not at
the  time  designated  a  Restricted  Subsidiary)  (i) the  major  part of whose
business consists of finance,  banking,  credit, leasing,  insurance,  financial
services,  or  other  similar  operations,  or any  continuation  thereof,  (ii)
substantially  all the assets of which  consist of the  capital  stock of one or
more such  Subsidiaries,  or (iii)  designated as such by the Company's Board of
Directors  and (b) the  Guarantor.  Any  Subsidiary  designated  as a Restricted
Subsidiary may be designated as an Unrestricted Subsidiary.

     "Voting Stock" means capital stock issued by a  corporation,  or equivalent
interests  in any other  Person,  the  holders of which are  ordinarily,  in the
absence of  contingencies,  entitled to vote for the election of  directors  (or
persons performing similar actions) of such Person, even if the right so to vote
has been suspended by the happening of such a contingency.


     SECTION  1.02.  Computation  of  Time  Periods.  In this  Agreement  in the
computation of periods of time from a specified date to a later  specified date,
the word "from" means "from and  including"  and the words "to" and "until" each
mean "to but excluding".


     SECTION 1.03.  Accounting Terms.  Unless otherwise  specified  herein,  all
accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial  statements  required to be delivered
hereunder  shall be prepared in  accordance  with GAAP;  provided  that,  if the
Company  notifies  the Agent  that the  Company  wishes to amend any  provisions
hereof to eliminate  the effect of any change in GAAP (or if the Agent  notifies
the Company that the Required  Lenders  wish to amend any  provision  hereof for
such  purpose),  then such  provision  shall be  applied on the basis of GAAP in
effect  immediately  before the relevant change in GAAP became effective,  until
either  such  notice is  withdrawn  or such  provision  is  amended  in a manner
satisfactory to the Company and the Required Lenders.


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<PAGE>



                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES


     SECTION 2.01.  The Revolving  Credit  Advances.  (a) Each Lender  severally
agrees,  on the terms and conditions  hereinafter  set forth,  to make Revolving
Credit Advances to the Company and any Borrowing Subsidiary from time to time on
any Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount not to exceed at any time outstanding the amount set
forth  opposite such  Lender's  name on the  signature  pages hereof or, if such
Lender has entered into any Assignment and Acceptance, set forth for such Lender
in the Register  maintained by the Agent  pursuant to Section  8.07(d),  as such
amount may be reduced  pursuant  to Section  2.05(a) or  increased  pursuant  to
Section 2.05(c) (such Lender's "Commitment"), provided that the aggregate amount
of the  Commitments of the Lenders shall be deemed used from time to time to the
extent of the aggregate  amount of the Competitive Bid Advances then outstanding
and  such  deemed  use of the  aggregate  amount  of the  Commitments  shall  be
allocated among the Lenders ratably  according to their  respective  Commitments
(such deemed use of the aggregate amount of the Commitments being a "Competitive
Bid Reduction").

     (b) Each  Revolving  Credit  Borrowing  shall be in an aggregate  amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less,
(i) an aggregate  amount equal to the amount by which the aggregate  amount of a
proposed  Competitive  Bid  Borrowing  requested  by  the  Company  exceeds  the
aggregate  amount of Competitive Bid Advances  offered to be made by the Lenders
and accepted by the Company in respect of such  Competitive  Bid  Borrowing,  if
such Competitive Bid Borrowing is made on the same date as such Revolving Credit
Borrowing or (ii) the aggregate amount of the unused  Commitments,  after giving
effect to any  Competitive  Bid Reductions  then in effect) and shall consist of
Revolving  Credit  Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments.

     (c) Within the limits of each Lender's Commitment, each Borrower may borrow
under this Section 2.01, prepay pursuant to Section 2.10 and reborrow under this
Section 2.01.


     SECTION 2.02. Making the Revolving Credit Advances.

     (a) Each  Revolving  Credit  Borrowing  shall be made on notice,  given not
later than 11:00 A.M.  (New York City time) on the third  Business  Day prior to
the date of the proposed  Revolving  Credit Borrowing in the case of a Revolving
Credit  Borrowing  consisting of Eurodollar  Rate  Advances,  or the date of the
proposed  Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting  of Base Rate  Advances,  by the  Company  (on its own  behalf and on
behalf of any  Borrowing  Subsidiary)  to the  Agent,  which  shall give to each
Lender  prompt  notice  thereof by  telecopier  or telex.  Each such notice of a
Revolving Credit Borrowing (a "Notice of Revolving Credit  Borrowing")  shall be
by telecopier or telex, confirmed promptly in writing, in substantially the form
of  Exhibit  A-1  hereto,  specifying  therein  the  requested  (i) date of such
Revolving  Credit  Borrowing,  (ii) Type of Advances  comprising  such Revolving
Credit  Borrowing,  (iii) aggregate amount of such Revolving  Credit  Borrowing,
(iv) in the case of


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a Revolving  Credit  Borrowing  consisting of Eurodollar Rate Advances,  initial
Interest  Period  for each such  Revolving  Credit  Advance  and (v) name of the
relevant Borrower (which shall be the Company or a Borrowing  Subsidiary).  Each
Lender shall, before 11:00 A.M. (New York City time), in the case of a Revolving
Credit  Borrowing  consisting of Eurodollar  Rate Advances,  or before 1:00 P.M.
(New York City time), in the case of a Revolving Credit Borrowing  consisting of
Base  Rate  Advances,  on the  date of such  Revolving  Credit  Borrowing,  make
available for the account of its  Applicable  Lending Office to the Agent at the
Agent's  Account,  in same day  funds,  such  Lender's  ratable  portion of such
Revolving  Credit  Borrowing.  After the Agent's  receipt of such funds and upon
fulfillment  of the  applicable  conditions  set forth in Article III, the Agent
will make  such  same day  funds  available  to the  relevant  Borrower  at such
Borrower's account at the Agent's address referred to in Section 8.02.

     (b) Anything in subsection (a) above to the contrary  notwithstanding,  (i)
the Company may not select  Eurodollar  Rate Advances for any  Revolving  Credit
Borrowing if the aggregate  amount of such  Revolving  Credit  Borrowing is less
than  $10,000,000  or if the obligation of the Lenders to make  Eurodollar  Rate
Advances  shall  then be  suspended  pursuant  to  Section  2.08  and  (ii)  the
Eurodollar  Rate  Advances  may not be  outstanding  as part  of more  than  six
separate Revolving Credit Borrowings.

     (c) Each Notice of Revolving  Credit  Borrowing  shall be  irrevocable  and
binding on the relevant Borrower.  In the case of any Revolving Credit Borrowing
that the  related  Notice  of  Revolving  Credit  Borrowing  specifies  is to be
comprised of Eurodollar  Rate Advances,  the Company shall indemnify each Lender
against  any loss,  cost or expense  incurred  by such Lender as a result of any
failure to fulfill on or before the date  specified  in such Notice of Revolving
Credit Borrowing for such Revolving  Credit Borrowing the applicable  conditions
set forth in Article  III,  including,  without  limitation,  any loss,  cost or
expense  incurred by reason of the  liquidation or  reemployment  of deposits or
other funds  acquired by such Lender to fund the Revolving  Credit Advance to be
made  by such  Lender  as part of such  Revolving  Credit  Borrowing  when  such
Revolving Credit Advance, as a result of such failure, is not made on such date.

     (d) Unless the Agent shall have received  notice from a Lender prior to the
date of any Revolving  Credit Borrowing that such Lender will not make available
to the Agent such Lender's ratable portion of such Revolving  Credit  Borrowing,
the Agent may assume that such  Lender has made such  portion  available  to the
Agent  on the  date  of such  Revolving  Credit  Borrowing  in  accordance  with
subsection  (a) of this  Section  2.02 and the Agent may, in reliance  upon such
assumption, make available to the relevant Borrower on such date a corresponding
amount.  If and to the  extent  that  such  Lender  shall  not have so made such
ratable portion available to the Agent, such Lender and such Borrower  severally
agree to repay to the  Agent  forthwith  on  demand  such  corresponding  amount
together with interest  thereon,  for each day from the date such amount is made
available to such Borrower until the date such amount is repaid to the Agent, at
(i) in the case of a  Borrower,  the  interest  rate  applicable  at the time to
Revolving Credit Advances comprising such Revolving Credit Borrowing and (ii) in
the case of such Lender,  the Federal  Funds Rate. If such Lender shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Revolving Credit Advance as part of such Revolving Credit Borrowing for
purposes of this Agreement and shall


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<PAGE>

be made  available in same day funds to the relevant  Borrower's  account at the
Agent's address referred to in Section 8.02.

     (e) The failure of any Lender to make the  Revolving  Credit  Advance to be
made by it as part of any Revolving Credit Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Revolving Credit Advance
on the  date  of  such  Revolving  Credit  Borrowing,  but no  Lender  shall  be
responsible  for the failure of any other  Lender to make the  Revolving  Credit
Advance  to be made by such  other  Lender on the date of any  Revolving  Credit
Borrowing.


     SECTION 2.03. The Competitive Bid Advances.

     (a) Each Lender  severally  agrees that each Borrower may make  Competitive
Bid  Borrowings  under this  Section  2.03 from time to time on any Business Day
during the period from the date hereof until the date  occurring 7 days prior to
the Termination Date in the manner set forth below; provided that, following the
making of each  Competitive Bid Borrowing,  the aggregate amount of the Advances
then outstanding shall not exceed the aggregate amount of the Commitments of the
Lenders (computed without regard to any Competitive Bid Reduction).

     (b)  The  Company  (on  its  own  behalf  and on  behalf  of any  Borrowing
Subsidiary)  may request a Competitive  Bid Borrowing under this Section 2.03 by
delivering to the Agent, by telecopier or telex,  confirmed promptly in writing,
a  notice  of  a  Competitive  Bid  Borrowing  (a  "Notice  of  Competitive  Bid
Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying therein
(i) the date of such  proposed  Competitive  Bid  Borrowing,  (ii) the aggregate
amount of such proposed  Competitive Bid Borrowing,  (iii) the maturity date for
repayment of each Competitive Bid Advance to be made as part of such Competitive
Bid Borrowing  (which maturity date may not be earlier than the date occurring 7
days  after  the  date of such  Competitive  Bid  Borrowing  or  later  than the
Termination Date), (iv) the interest payment date or dates relating thereto, (v)
the name of the  Borrower,  and (vi) any other  terms to be  applicable  to such
Competitive Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at
least  one  Business  Day  prior to the  date of the  proposed  Competitive  Bid
Borrowing,  if the  Company  shall  specify  in the  Notice of  Competitive  Bid
Borrowing that the rates of interest to be offered by the Lenders shall be fixed
rates per annum (the  Advances  comprising  any such  Competitive  Bid Borrowing
being  referred  to herein  as  "Fixed  Rate  Advances")  and (B) at least  four
Business Days prior to the date of the proposed  Competitive  Bid Borrowing,  if
the Company shall  instead  specify in the Notice of  Competitive  Bid Borrowing
another basis to be used by the Lenders in determining  the rates of interest to
be offered by them (the Advances comprising such Competitive Bid Borrowing being
referred to herein as "LIBO Rate  Advances").  The Agent shall in turn  promptly
notify each Lender of each request for a Competitive  Bid Borrowing  received by
it from the  Company  by sending  such  Lender a copy of the  related  Notice of
Competitive Bid Borrowing.

     (c) Each  Lender  may,  if,  in its sole  discretion,  it  elects to do so,
irrevocably  offer to make one or more  Competitive Bid Advances to the relevant
Borrower as part of such proposed  Competitive  Bid Borrowing at a rate or rates
of interest  specified by such Lender in its sole  discretion,  by notifying the
Agent (which shall give prompt notice thereof to the Company),


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<PAGE>

before 10:00 A.M. (New York City time) on the date of such proposed  Competitive
Bid Borrowing,  in the case of a Competitive  Bid Borrowing  consisting of Fixed
Rate  Advances,  and  three  Business  Days  before  the  date of such  proposed
Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting
of LIBO  Rate  Advances,  of the  minimum  amount  and  maximum  amount  of each
Competitive  Bid Advance  which such Lender  would be willing to make as part of
such proposed  Competitive  Bid  Borrowing  (which  amounts may,  subject to the
proviso  to  the  first  sentence  of  Section  2.03(a),  exceed  such  Lender's
Commitment,  if any),  the rate or rates of interest  therefor and such Lender's
Applicable Lending Office with respect to such Competitive Bid Advance; provided
that if the Agent in its  capacity as a Lender  shall,  in its sole  discretion,
elect to make any such offer,  it shall  notify the Company of such offer before
9:00 A.M.  (New York City time) on the date on which notice of such  election is
to be given to the Agent by the other Lenders.  If any Lender shall elect not to
make such an offer,  such Lender  shall so notify the Agent,  before  10:00 A.M.
(New York City time) on the date on which notice of such election is to be given
to the Agent by the other  Lenders,  and such Lender shall not be obligated  to,
and shall not, make any Competitive Bid Advance as part of such  Competitive Bid
Borrowing; provided that the failure by any Lender to give such notice shall not
cause such Lender to be obligated to make any Competitive Bid Advance as part of
such proposed Competitive Bid Borrowing.

     (d) The Company shall,  in turn,  before 11:00 A.M. (New York City time) on
the  date  of  such  proposed  Competitive  Bid  Borrowing,  in  the  case  of a
Competitive  Bid Borrowing  consisting of Fixed Rate  Advances,  and before 1:00
P.M.  (New York City time) three  Business Days before the date of such proposed
Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting
of LIBO Rate Advances, either:

               (x) cancel such  Competitive  Bid  Borrowing  by giving the Agent
          notice to that effect, or

               (y)  accept  one or more of the  offers  made  by any  Lender  or
          Lenders pursuant to paragraph (c) above, by giving notice to the Agent
          of the amount of each  Competitive  Bid Advance (which amount shall be
          equal to or greater than the minimum amount, and equal to or less than
          the maximum amount,  notified to the Company by the Agent on behalf of
          such Lender for such Competitive Bid Advance pursuant to paragraph (c)
          above)  to be made  by each  Lender  as part of such  Competitive  Bid
          Borrowing, and reject any remaining offers made by Lenders pursuant to
          paragraph (c) above by giving the Agent notice to that effect.  If the
          Company  accepts any offers made by Lenders  pursuant to paragraph (c)
          above,  such  offers  shall be  accepted in the order of the lowest to
          highest  interest  rates  or,  if two or more  Lenders  offer  to make
          Competitive  Bid Advances at the same interest rate,  such offers,  if
          any,  shall be accepted in  proportion  to the amount  offered by each
          such  Lender  at  such  interest  rate   notwithstanding  any  minimum
          specified by such Lender in its notice given pursuant to paragraph (c)
          above.  The  Company  may not  accept  offers in excess of the  amount
          specified in accordance with paragraph (a) above.


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     (e) If the Company  notifies the Agent that such  Competitive Bid Borrowing
is cancelled  pursuant to paragraph  (d)(x)  above,  the Agent shall give prompt
notice thereof to the Lenders and such  Competitive  Bid Borrowing  shall not be
made.

     (f) If the Company  accepts one or more of the offers made by any Lender or
Lenders  pursuant to paragraph  (d)(y)  above,  the Agent shall in turn promptly
notify (A) each  Lender that has made an offer as  described  in  paragraph  (c)
above,  of the date and aggregate  amount of such  Competitive Bid Borrowing and
whether or not any offer or offers made by such Lender pursuant to paragraph (c)
above have been  accepted  by the  Company,  (B) each  Lender  that is to make a
Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount
of each  Competitive  Bid  Advance  to be made  by such  Lender  as part of such
Competitive Bid Borrowing, and (C) each Lender that is to make a Competitive Bid
Advance as part of such Competitive Bid Borrowing,  upon receipt, that the Agent
has received forms of documents  appearing to fulfill the applicable  conditions
set forth in Article III. Each Lender that is to make a Competitive  Bid Advance
as part of such  Competitive  Bid Borrowing  shall,  before 12:00 noon (New York
City time) on the date of such Competitive Bid Borrowing specified in the notice
received from the Agent pursuant to clause (A) of the preceding  sentence or any
later time when such Lender shall have received  notice from the Agent  pursuant
to clause (C) of the preceding  sentence,  make available for the account of its
Applicable  Lending  Office to the  Agent at the  Agent's  Account,  in same day
funds, such Lender's portion of such Competitive Bid Borrowing. Upon fulfillment
of the  applicable  conditions set forth in Article III and after receipt by the
Agent of such funds,  the Agent will make such same day funds  available  to the
relevant Borrower at such Borrower's  account at the Agent's address referred to
in Section 8.02.  Promptly after each  Competitive  Bid Borrowing the Agent will
notify  each  Lender  of  the  amount  of the  Competitive  Bid  Borrowing,  the
consequent  Competitive Bid Reduction and the dates upon which such  Competitive
Bid Reduction commenced and will terminate.

     (g) Each  Competitive  Bid  Borrowing  shall be in an  aggregate  amount of
$5,000,000  or an  integral  multiple  of  $1,000,000  in  excess  thereof  and,
following the making of each Competitive Bid Borrowing,  the Company shall be in
compliance with the limitation set forth in the proviso to the first sentence of
paragraph (a) above.

     (h) Within the limits and on the conditions set forth in this Section 2.03,
each  Borrower may from time to time borrow under this  Section  2.03,  repay or
prepay  pursuant to subsection (j) below,  and reborrow under this Section 2.03,
provided  that a  Competitive  Bid  Borrowing  shall  not be made  within  three
Business Days of the date of any other Competitive Bid Borrowing.

     (i) Each  Borrower  shall repay to the Agent for the account of each Lender
that has made a Competitive  Bid Advance to such Borrower,  on the maturity date
of such  Competitive Bid Advance (such maturity date being that specified by the
Company for repayment of such  Competitive  Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to paragraph (b) above and provided
in the promissory note, if any,  evidencing such  Competitive Bid Advance),  the
then unpaid principal amount of such Competitive Bid Advance.  No Borrower shall
have any right to prepay any  principal  amount of any  Competitive  Bid Advance
unless (x) such Borrower obtains the prior written consent of the


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Lender which made such Competitive Bid Advance,  or (y), such prepayment is made
on the terms,  specified by the Company for such  Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing  delivered pursuant to paragraph (b)
above and set forth in the promissory note, if any,  evidencing such Competitive
Bid Advance.

     (j) Each Borrower shall pay interest on the unpaid principal amount of each
Competitive  Bid Advance to such Borrower from the date of such  Competitive Bid
Advance to the date the  principal  amount of such  Competitive  Bid  Advance is
repaid  in  full,  at the rate of  interest  for such  Competitive  Bid  Advance
specified by the Lender making such  Competitive  Bid Advance in its notice with
respect  thereto  delivered  pursuant  to  paragraph  (c) above,  payable on the
interest  payment date or dates specified by such Borrower for such  Competitive
Bid  Advance  in the  related  Notice of  Competitive  Bid  Borrowing  delivered
pursuant to paragraph  (b) above,  as provided in the  promissory  note, if any,
evidencing such Competitive Bid Advance.

     (k) At its  option,  the  Company  (on its own  behalf and on behalf of any
Borrower)  may request a Competitive  Bid  Borrowing  directly from the Lenders;
provided  that it follows  the  procedures  set forth in this  Section  2.03 and
promptly  delivers,  by telecopier or telex, a copy of the Notice of Competitive
Bid Borrowing and notice in writing of the results of such request to the Agent.

     (l) The  indebtedness of each Borrower  resulting from each Competitive Bid
Advance made to such Borrower as part of a Competitive  Bid Borrowing  shall, if
requested by the applicable  Lender, be evidenced by a separate  promissory note
of such Borrower  payable to the order of the Lender making such Competitive Bid
Advance.


     SECTION 2.04. Fees.

     (a) Facility Fee. The Company agrees to pay to the Agent for the account of
each  Lender  a  facility  fee  on  the  amount  of  such  Lender's  Commitment,
irrespective  of  usage,  from the  Effective  Date in the case of each  Initial
Lender and from the effective  date  specified in the  Assignment and Acceptance
pursuant to which it became a Lender in the case of each other  Lender until the
Termination  Date (on a daily  basis),  at the  Applicable  Facility  Fee  Rate,
payable in arrears quarterly on the last day of each March, June,  September and
December and on the Termination Date, commencing June 30, 2004.

     (b) Agent's  Fees.  The Company  shall pay to the Agent for its own account
such fees as may from time to time be agreed between the Company and the Agent.

     (c) Utilization  Fee. The Company shall pay to the Agent for the account of
each Lender a utilization fee on the aggregate  outstanding  principal amount of
such Lender's Advances for each day on which the aggregate outstanding amount of
the Advances exceeds 50% of the aggregate  Commitments,  from the Effective Date
in the case of each Initial  Lender and from the effective date specified in the
Assignment  and  Acceptance  pursuant to which it became a Lender in the case of
each  other  Lender  until  the  Termination  Date  (on a daily  basis),


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at the Applicable Utilization Fee rate, payable on each day on which interest is
payable under Section 2.07, and on the Termination Date.


     SECTION 2.05. Termination, Reduction or Increase of the Commitments.

     (a) The Company shall have the right,  upon at least three  Business  Days'
notice to the Agent,  to terminate in whole or reduce ratably in part the unused
portions  of the  respective  Commitments  of the  Lenders,  provided  that each
partial  reduction shall be in the aggregate amount of $5,000,000 or an integral
multiple of  $1,000,000  in excess  thereof and  provided  further  that (x) the
aggregate  amount of the  Commitments  of the Lenders shall not be reduced to an
amount that is less than the  aggregate  principal  amount of the Advances  then
outstanding,  and (y) once  terminated,  a portion of a Commitment  shall not be
reinstated except pursuant to Section 2.05(c).

     (b) If any Lender shall make a demand under  Section 2.11 or 2.14 or if the
obligation  of any  Lender to make  Eurodollar  Rate  Advances  shall  have been
suspended  pursuant to Section 2.12,  the Company shall have the right,  upon at
least ten Business  Days'  notice,  to terminate in full the  Commitment of such
Lender or to demand that such Lender  assign to one or more  Eligible  Assignees
all of its rights  and  obligations  under this  Agreement  in  accordance  with
Section 8.07. If the Company shall elect to terminate in full the  Commitment of
any Lender  pursuant to this  Section  2.05(b),  the  Company  shall pay to such
Lender, on the effective date of such Commitment termination, an amount equal to
the aggregate outstanding principal amount of the Advances owing to such Lender,
together with accrued  interest thereon to the date of payment of such principal
amount and all other  amounts  payable  to such  Lender  under  this  Agreement,
whereupon such Lender shall cease to be a party hereto.

     (c) (i) Not more than once in any calendar year, the Company may propose to
increase the  aggregate  amount of the  Commitments  by an  aggregate  amount of
$25,000,000 or an integral multiple of $1,000,000 in excess thereof (a "Proposed
Aggregate Commitment Increase") in the manner set forth below, provided that:

          (1) no Default shall have occurred and be continuing  either as of the
     date on which the Company shall notify the Agent of its request to increase
     the aggregate  amount of the Commitments or as of the related Increase Date
     (as hereinafter defined); and

          (2) after giving effect to any such increase,  the aggregate amount of
     the Commitments shall not exceed $800,000,000.

          (ii) The Company may  request an increase in the  aggregate  amount of
     the Commitments by delivering to the Agent a notice (an "Increase  Notice";
     the date of delivery thereof to the Agent being the "Increase Notice Date")
     specifying (1) the Proposed Aggregate Commitment Increase, (2) the proposed
     date (the "Increase  Date") on which the Commitments  would be so increased
     (which  Increase  Date may not be fewer than 30 nor more than 60 days after
     the  Increase  Notice  Date) and (3) the New  Lenders,  if any, to whom the
     Company  desires to offer the  opportunity to commit to all or a portion of
     the Proposed Aggregate Commitment Increase.


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     The Agent  shall in turn  promptly  notify  each  Lender  of the  Company's
     request by sending each Lender a copy of such notice.

          (iii) Not later  than the date five  days  after the  Increase  Notice
     Date,  the Agent shall notify each New Lender,  if any,  identified  in the
     related  Increase Notice of the opportunity to commit to all or any portion
     of the Proposed  Aggregate  Commitment  Increase.  Each such New Lender may
     irrevocably commit to all or a portion of the Proposed Aggregate Commitment
     Increase  (such New Lender's  "Proposed New  Commitment")  by notifying the
     Agent (which shall give prompt notice thereof to the Company)  before 11:00
     A.M.  (New York City time) on the date that is 10 days  after the  Increase
     Notice Date; provided that:

               (1) the Proposed New Commitment of each New Lender shall be in an
          amount of $25,000,000 or an integral  multiple of $1,000,000 in excess
          thereof; and

               (2) each New Lender that submits a Proposed New Commitment  shall
          enter into an  agreement  in form and  substance  satisfactory  to the
          Company  and the  Agent  pursuant  to  which  such  New  Lender  shall
          undertake  a  Commitment  (and,  if any such New  Lender is  already a
          Lender,   its  Commitment  shall  be  in  addition  to  such  Lender's
          Commitment  hereunder  on such  date),  and  shall  pay to the Agent a
          processing and recordation fee of $3,500.

          (iv)  If the  aggregate  Proposed  New  Commitments  of all of the New
     Lenders shall be less than the Proposed Aggregate Commitment Increase, then
     (unless the Company otherwise requests) the Agent shall, on or prior to the
     date that is 15 days after the Increase Notice Date,  notify each Lender of
     the  opportunity  to so  commit  to  all  or any  portion  of the  Proposed
     Aggregate  Commitment  Increase not committed to by New Lenders pursuant to
     Section  2.05(c)(iii).  Each Lender  may,  if, in its sole  discretion,  it
     elects to do so,  irrevocably  offer to commit to all or a portion  of such
     remainder (such Lender's "Proposed Increased  Commitment") by notifying the
     Agent (which shall give prompt notice thereof to the Company) no later than
     11:00 A.M.  (New York City time) on the date five days before the  Increase
     Date.

          (v) If the aggregate  amount of Proposed New  Commitments and Proposed
     Increased   Commitments  (such  aggregate  amount,   the  "Total  Committed
     Increase") equals or exceeds  $25,000,000,  then, subject to the conditions
     set forth in Section 2.05(c)(i):

               (1)  effective  on and as of the  Increase  Date,  the  aggregate
          amount of the  Commitments  shall be  increased  by the  lesser of the
          proposed aggregate Committed Increase and the Total Committed Increase
          and  shall be  allocated  among the New  Lenders  and the  Lenders  as
          provided in Section 2.05(c)(vi); and

               (2)  on the  Increase  Date,  if any  Revolving  Loans  are  then
          outstanding,  the Company  shall  borrow  Revolving  Loans from all or
          certain of the Lenders  and/or  (subject to  compliance by the Company
          with Section  8.04(d)) prepay Revolving Loans of all or certain of the
          Lenders such that,  after giving effect  thereto,  the Revolving Loans
          (including,   without  limitation,  the  Types  and  Interest  Periods
          thereof) shall be held by the Lend-


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          ers  (including  for such purposes New Lenders)  ratably in accordance
          with their respective Commitments.

If the Total  Committed  Increase is less than  $25,000,000,  then the aggregate
amount of the Commitments shall not be changed pursuant to this Section 2.05(c).

     (vi) The Total  Committed  Increase  shall be  allocated  among New Lenders
having  Proposed  New   Commitments   and  Lenders  having  Proposed   Increased
Commitments as follows:

          (1) If the Total Committed  Increase shall be at least $25,000,000 and
     less than or equal to the Proposed Aggregate Commitment Increase,  then (x)
     the  initial  Commitment  of each New  Lender  shall  be such New  Lender's
     Proposed  New  Commitment  and (y) the  Commitment  of each Lender shall be
     increased by such Lender's Proposed Increased Commitment.

          (2) If the Total Committed Increase shall be greater than the Proposed
     Aggregate Commitment  Increase,  then the Total Committed Increase shall be
     allocated:

               (x)  first to New  Lenders  (to the  extent  of their  respective
          Proposed New Commitments) in such a manner as the Company shall agree;
          and

               (y) then to  Lenders  on a pro rata  basis  based on the ratio of
          each Lender's Proposed Increased  Commitment (if any) to the aggregate
          amount of the Proposed Increased Commitments of all of the Lenders.

     (vii) No increase  in the  Commitments  contemplated  hereby  shall  become
effective until the Agent shall have received (x) promissory notes in respect of
the  Revolving  Loans  payable to each New Lender  and each other  Lender  whose
Commitment is being  increased  that, in either case,  shall have requested such
promissory  notes at least two Business Days prior to the Increase Date, and (y)
evidence  satisfactory  to the Agent  (including  an update  of the  opinion  of
counsel  provided  pursuant to Section  3.01(g)(v))  that such  increases in the
Commitments, and borrowings thereunder, have been duly authorized.


     SECTION  2.06.   Repayment  of  Revolving  Credit  Advances,   Evidence  of
Indebtedness and Extension of Termination Date.

     (a) The Company and each Borrower  shall repay to the Agent for the ratable
account of the Lenders on the Termination Date the aggregate principal amount of
the Revolving Credit Advances then outstanding.

     (b) Each Lender shall  maintain in  accordance  with its usual  practice an
account or accounts  evidencing the indebtedness of the Borrowers to such Lender
resulting  from each  Advance  made by such  Lender,  including  the  amounts of
principal  and  interest  payable  and  paid to such  Lender  from  time to time
hereunder.  The Agent shall  maintain  accounts in which it shall record (i) the
amount of each Advance made hereunder, the Type thereof and the Interest Period,
if any, applicable thereto, (ii) the amount of any principal or interest due and
payable or to


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become due and payable from the Borrowers to each Lender hereunder and (iii) the
amount of any sum received by the Agent hereunder for the account of the Lenders
and each Lender's  share  thereof.  The entries made in the accounts  maintained
pursuant to this  Section  shall be prima facie  evidence of the  existence  and
amounts of the obligations  recorded  therein;  provided that the failure of any
Lender or the Agent to maintain  such accounts or any error therein shall not in
any manner  affect the  obligation  of any  Borrower  to repay the  Advances  in
accordance  with the  terms of this  Agreement.  Any  Lender  may  request  that
Advances  made by it be  evidenced  by a  promissory  note.  In such event,  the
applicable  Borrower  shall  prepare,  execute  and  deliver  to such  Lender  a
promissory  note  payable to the order of such Lender (or, if  requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the
Agent.  Thereafter,  the Advances evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 8.07)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

     (c) The  Company may by written  notice to the Agent,  not more than 90 nor
less than 60 days prior to the Termination Date then in effect, request that the
Termination  Date then in effect be extended  for a further  period of one year.
Such request shall be irrevocable and binding upon the Company.  The Agent shall
promptly  notify  each  Lender  of such  request.  If a  Lender  agrees,  in its
individual  and sole  discretion,  to so extend its  Commitment  (an  "Extending
Lender"),  it will notify the Agent,  in writing,  of its  decision to do so not
more than 30 nor less than 20 days  before  said  date.  The  Commitment  of any
Lender that fails to accept (or fails to respond to) the  Company's  request for
extension of the Termination Date (a "Declining  Lender") shall be terminated on
the Termination Date theretofore in effect (without regard to extension by other
Lenders).  The Extending  Lenders,  or any of them, shall then have the right to
increase their respective Commitments by an aggregate amount up to the amount of
all Declining  Lenders'  Commitments,  and, to the extent of any shortfall,  the
Company shall have the right to require any  Declining  Lender to assign in full
its  rights  and  obligations  under  this  Agreement  to an  Eligible  Assignee
designated  by the  Company  that  agrees  to  accept  all of  such  rights  and
obligations (a  "Replacement  Lender"),  provided that (i) such increase  and/or
such  assignment  is  otherwise  in  compliance  with  Section  8.07,  (ii) such
Declining  Lender  receives  payment in full of an amount equal to the principal
amount of all Advances  owing to such  Declining  Lender,  together with accrued
interest thereon to the date of such assignment and all other amounts payable to
such Declining  Lender under this Agreement and (iii) any such increase shall be
effective on the Termination  Date theretofore in effect and any such assignment
shall be  effective  on the date  specified  by the Company and agreed to by the
Replacement  Lender and the Agent. If (i) Extending  Lenders and/or  Replacement
Lenders provide Commitments in an aggregate amount equal to 51% of the aggregate
amount of the Commitments  outstanding immediately prior to the Termination Date
in effect at the time the Company  requests such extension,  and (ii) no Default
shall have  occurred and be  continuing  immediately  prior to said  Termination
Date,  the  Termination  Date shall be extended by one year (except that, if the
date on which the Termination Date is to be extended is not a Business Day, such
Termination  Date as so extended shall be the next preceding  Business Day) from
the effective date set forth in an Extension  Agreement,  in  substantially  the
form in Exhibit  A-3  hereto,  which has been duly  completed  and signed by the
Company,  the Agent and the  Extending  Lenders and  Replacement  Lenders  party
thereto.  Such  Extension  Agreement  shall be executed and delivered no earlier


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than 30 days prior to the Termination Date then in effect and the effective date
shall be no earlier than 29 days prior to the  Termination  Date then in effect.
No  extension  of the  Commitments  pursuant to this  Section  2.06(c)  shall be
legally  binding on any party  hereto  unless and until such party  executes and
delivers a counterpart of such Extension Agreement.


     SECTION 2.07.  Interest on Revolving Credit  Advances.  Each Borrower shall
pay interest on the unpaid  principal  amount of each  Revolving  Credit Advance
made to such Borrower from the date of such Revolving  Credit Advance until such
principal amount shall be paid in full, at the following rates per annum:

     (a) Base Rate  Advances.  During  such  periods  as such  Revolving  Credit
Advance is a Base Rate Advance,  a rate per annum equal at all times to the Base
Rate in effect from time to time,  payable in arrears  quarterly on the last day
of each March, June,  September and December during such periods and on the date
such Base Rate Advance shall be Converted or paid in full.

     (b) Eurodollar Rate Advances.  During such periods as such Revolving Credit
Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during
each Interest  Period for such  Revolving  Credit  Advance to the sum of (x) the
Eurodollar Rate for such Interest Period for such Revolving  Credit Advance plus
(y) the Applicable  Margin,  payable in arrears on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on
each day that occurs  during such  Interest  Period  every three months from the
first day of such Interest  Period and on the date such  Eurodollar Rate Advance
shall be Converted or paid in full.


     SECTION 2.08. Interest Rate Determination.

     (a) If the  Eurodollar  Rate does not  appear on Page 3750 of the  Telerate
Service (or any successor  page),  each  Reference Bank agrees to furnish to the
Agent timely information for the purpose of determining each Eurodollar Rate. If
the Eurodollar  Rate does not appear on said Page 3750 (or any successor  page),
and if any one or more of the  Reference  Banks  shall not  furnish  such timely
information to the Agent for the purpose of determining  any such interest rate,
the Agent shall determine such interest rate on the basis of timely  information
furnished by the remaining  Reference  Banks. The Agent shall give prompt notice
to the Company and the Lenders of the applicable interest rate determined by the
Agent for  purposes of Section  2.07,  and the rate,  if any,  furnished by each
Reference  Bank for the purpose of  determining  the interest rate under Section
2.07(b).

     (b) If, due to a major  disruption  in the  interbank  funding  market with
respect to any Eurodollar Rate Advances,  the Required  Lenders notify the Agent
that the  Eurodollar  Rate for any Interest  Period for such  Advances  will not
adequately  reflect  the cost to such  Required  Lenders of  making,  funding or
maintaining their respective  Eurodollar Rate Advances for such Interest Period,
the Agent shall forthwith so notify the Borrower and the Lenders,  whereupon (i)
each  Eurodollar  Rate Advance will  automatically,  on the last day of the then
existing  Interest Period therefor,  Convert into a Base Rate Advance,  and (ii)
the obligation of the Lenders to


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make, or to Convert  Revolving  Credit  Advances into,  Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Company and the Lenders that
the circumstances causing such suspension no longer exist.

     (c) If the Company shall fail to select the duration of any Interest Period
for any Eurodollar Rate Advances in accordance with the provisions  contained in
the definition of "Interest Period" in Section 1.01, the Agent will forthwith so
notify  the  Company  and the  Lenders  and the  Company  will be deemed to have
selected an Interest Period of one month.

     (d) If the aggregate  unpaid  principal  amount of Eurodollar Rate Advances
comprising  any  Borrowing  shall  be  reduced,  by  payment  or  prepayment  or
otherwise,  to less than $10,000,000,  such Advances shall automatically Convert
into  Base  Rate  Advances  on the last day of the  Interest  Period  applicable
thereto.

     (e) Upon the occurrence and during the continuance of any Event of Default,
(i) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into,  Eurodollar Rate
Advances shall be suspended.

     (f) If the  Eurodollar  Rate does not  appear on Page 3750 of the  Telerate
Service  (or any  successor  page) and fewer than two  Reference  Banks  furnish
timely  information to the Agent for  determining  the  Eurodollar  Rate for any
Eurodollar Rate Advances,

          (i) the Agent shall forthwith  notify the Company and the Lenders that
     the interest rate cannot be determined for such Eurodollar Rate Advances,

          (ii) each such Advance will automatically, on the last day of the then
     existing Interest Period therefor,  Convert into a Base Rate Advance (or if
     such  Advance is then a Base Rate  Advance,  will  continue  as a Base Rate
     Advance), and

          (iii) the  obligation of the Lenders to make, or to Convert  Revolving
     Credit Advances into, Eurodollar Rate Advances shall be suspended until the
     Agent  shall  notify the Company  and the  Lenders  that the  circumstances
     causing such suspension no longer exist.


     SECTION 2.09. Optional Conversion of Revolving Credit Advances. The Company
may on any  Business  Day,  upon notice  given to the Agent not later than 11:00
A.M.  (New York City  time) on the third  Business  Day prior to the date of the
proposed  Conversion  and subject to the  provisions  of Sections 2.08 and 2.12,
Convert all Revolving  Credit Advances of one Type comprising the same Borrowing
into Revolving Credit Advances of the other Type;  provided,  however,  that any
Conversion  of Eurodollar  Rate  Advances into Base Rate Advances  shall be made
only on the last day of an Interest  Period for such  Eurodollar  Rate Advances,
any Conversion of Base Rate Advances into  Eurodollar  Rate Advances shall be in
an amount not less than the minimum amount  specified in Section  2.02(b) and no
Conversion  of any  Revolving  Credit  Advances  shall  result in more  separate
Revolving  Credit  Borrowings  than permitted under


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Section 2.02(b). Each such notice of a Conversion shall, within the restrictions
specified  above,  specify (i) the date of such  Conversion,  (ii) the Revolving
Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar
Rate  Advances,  the  duration  of the  initial  Interest  Period  for each such
Advance.  Each  notice of  Conversion  shall be  irrevocable  and binding on the
Company.


     SECTION  2.10.  Optional  Prepayments  of Revolving  Credit  Advances.  The
Company may,  upon notice not later than 11:00 A.M.  (New York City time) on the
date of such payment, in the case of Base Rate Advances,  and two Business Days'
notice,  in the case of  Eurodollar  Rate  Advances,  to the Agent  stating  the
proposed  date and aggregate  principal  amount of the  prepayment,  and if such
notice is given the Company shall,  prepay the outstanding  principal  amount of
the Revolving  Credit  Advances  comprising  part of the same  Revolving  Credit
Borrowing in whole or ratably in part,  together  with  accrued  interest to the
date of such prepayment on the principal amount prepaid; provided, however, that
(x)  each  partial  prepayment  shall be in an  aggregate  principal  amount  of
$5,000,000 or an integral  multiple of  $1,000,000 in excess  thereof and (y) in
the event of any such prepayment of a Eurodollar Rate Advance, the Company shall
be  obligated to reimburse  the Lenders in respect  thereof  pursuant to Section
8.04(d).


     SECTION 2.11. Increased Costs.

     (a) If, due to either (i) the  introduction  of or any change in any law or
regulation or in the  interpretation  or administration of any law or regulation
by any governmental  authority charged with the interpretation or administration
thereof or (ii) the  compliance  with any  guideline or request from any central
bank or other  governmental  authority  that would be complied with generally by
similarly  situated banks acting reasonably  (whether or not having the force of
law),  there shall be any increase in the cost to any Lender of agreeing to make
or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances
by an amount  deemed by such Lender to be material,  then the Company shall from
time to time,  upon  demand by such  Lender  (with a copy of such  demand to the
Agent),  pay to the Agent for the  account  of such  Lender  additional  amounts
sufficient to compensate  such Lender for such increased  cost. A certificate as
to the amount of such increased cost,  submitted to the Company and the Agent by
such Lender,  shall be conclusive and binding for all purposes,  absent manifest
error.  Notwithstanding  the  foregoing,  no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Bid Advance if
the change giving rise to such request was applicable to such Lender at the time
of submission of such Lender's offer to make such Competitive Bid Advance.

     (b) If,  due to either (i) the  introduction  of or any change in or in the
interpretation of any law or regulation or (ii) compliance with any guideline or
request  from any central bank or other  governmental  or  regulatory  authority
which becomes  effective  after the date hereof,  there shall be any increase in
the amount of capital required or expected to be maintained by any Lender or any
corporation  controlling such Lender and the amount of such capital is increased
by or based upon the existence of such  Lender's  Advances or commitment to lend
hereunder and other  commitments of this type by an amount deemed by such Lender
to be material,  then, upon demand by such Lender (with a copy of such demand to
the Agent), the Company shall pay to


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the Agent for the account of such Lender, from time to time as specified by such
Lender,  additional  amounts  sufficient  to  compensate  such  Lender  or  such
corporation in the light of such  circumstances,  to the extent that such Lender
reasonably  determines such increase in capital to be allocable to the existence
of such Lender's  Advances or commitment to lend hereunder.  A certificate as to
such  amounts  submitted  to the Company  and the Agent by such Lender  shall be
conclusive and binding for all purposes as to the calculations  therein,  absent
manifest error. Such certificate shall be in reasonable detail and shall certify
that  the  claim  for  additional  amounts  referred  to  therein  is  generally
consistent with such Lender's  treatment of similarly situated customers of such
Lender whose  transactions with such Lender are similarly affected by the change
in  circumstances  giving rise to such  payment,  but such  Lender  shall not be
required to disclose any confidential or proprietary information therein.


     SECTION  2.12.  Illegality.  Notwithstanding  any other  provision  of this
Agreement,  if any Lender  shall notify the Agent (and provide to the Company an
opinion of counsel to the effect) that the  introduction  of or any change in or
in the interpretation of any law or regulation makes it unlawful, or any central
bank or other  governmental  authority  asserts  that it is  unlawful,  for such
Lender or its Eurodollar Lending Office to perform its obligations  hereunder to
make  Eurodollar  Rate  Advances  or LIBO Rate  Advances  or to fund or maintain
Eurodollar  Rate Advances or LIBO Rate Advances  hereunder,  (i) each Eurodollar
Rate  Advance  or LIBO Rate  Advance,  as the case may be, of such  Lender  will
automatically,  upon such demand, Convert into a Base Rate Advance or an Advance
that bears  interest at the rate set forth in Section  2.07(a),  as the case may
be, and (ii) the  obligation  of such  Lender to make,  or to Convert  Revolving
Credit  Advances into,  Eurodollar  Rate Advances  shall be suspended  until the
Agent shall  notify the Company and such Lender that the  circumstances  causing
such  suspension  no  longer  exist  and such  Lender  shall  make the Base Rate
Advances  in the amount and on the dates  that it would have been  requested  to
make Eurodollar Rate Advances had no such suspension been in effect.


     SECTION 2.13. Payments and Computations.

     (a) Each  Borrower  shall make each payment  hereunder not later than 11:00
A.M.  (New York City  time) on the day when due in U.S.  dollars to the Agent at
the Agent's Account in same day funds. The Agent will promptly  thereafter cause
to be distributed like funds relating to the payment of principal or interest or
facility  fees or usage fees  ratably  (other than amounts  payable  pursuant to
Section 2.03,  2.04(b),  2.05(b),  2.11, 2.14 or 8.04(d)) to the Lenders for the
account of their respective  Applicable Lending Offices, and like funds relating
to the payment of any other amount  payable to any Lender to such Lender for the
account  of its  Applicable  Lending  Office,  in  each  case to be  applied  in
accordance  with  the  terms  of  this  Agreement.  Upon  its  acceptance  of an
Assignment and Acceptance and recording of the information  contained therein in
the Register  pursuant to Section  8.07(d),  from and after the  effective  date
specified in such Assignment and  Acceptance,  the Agent shall make all payments
hereunder in respect of the  interest  assigned  thereby to the Lender  assignee
thereunder,  and the parties to such  Assignment and  Acceptance  shall make all
appropriate  adjustments  in such payments for periods  prior to such  effective
date directly between themselves.


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     (b) All  computations  of  interest  based on the Base Rate and of facility
fees and of usage  fees shall be made by the Agent on the basis of a year of 365
or 366 days, as the case may be, and all  computations  of interest based on the
Eurodollar  Rate or the  Federal  Funds  Rate  shall be made by the Agent on the
basis  of a year  of 360  days,  in each  case  for the  actual  number  of days
(including the first day but excluding the last day) occurring in the period for
which  such  interest  or  facility  fees  or  usage  fees  are  payable.   Each
determination by the Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

     (c) Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding  Business
Day,  and  such  extension  of time  shall  in  such  case  be  included  in the
computation of payment of interest or facility fee or usage fee, as the case may
be; provided,  however,  that, if such extension would cause payment of interest
on or principal of Eurodollar  Rate Advances or LIBO Rate Advances to be made in
the  next  following  calendar  month,  such  payment  shall be made on the next
preceding Business Day.

     (d) Unless the Agent shall have  received  notice from the Company prior to
the date on which any  payment is due to the Lenders  hereunder  that a Borrower
will not make such payment in full,  the Agent may assume that such Borrower has
made  such  payment  in full to the Agent on such  date and the  Agent  may,  in
reliance upon such  assumption,  cause to be  distributed to each Lender on such
due date an  amount  equal to the  amount  then due such  Lender.  If and to the
extent such  Borrower  shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest  thereon,  for each day from the date such
amount is  distributed  to such Lender  until the date such  Lender  repays such
amount to the Agent, at the Federal Funds Rate.


     SECTION 2.14. Taxes.

     (a) Each Lender is exempt from any  withholding  imposed  under the laws of
the United States in respect of any fees, interest or other payments to which it
is entitled  pursuant to this Agreement or any promissory notes issued hereunder
(the "Income")  because (i) the Lender is organized under the laws of the United
States; (ii) the Income is effectively  connected with the conduct of a trade or
business  within the United  States  within  the  meaning of Section  871 of the
Internal  Revenue  Code;  or (iii) the Income is eligible  for an  exemption  by
reason of a tax  treaty.  The Agent is exempt from any  withholding  tax imposed
under the laws of the United  States in respect of the Income  because the Agent
is organized under the laws of the United States.

     (b) Each  Lender  organized  under the laws of a  jurisdiction  outside the
United States (each, a "Foreign  Lender")  shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender, and
on the date of the  Assignment  and  Acceptance  pursuant  to which it  became a
Lender in the case of each other Foreign Lender and from time to time thereafter
if requested  in writing by the Company or the Agent,  provide the Agent and the
relevant  Borrower  with  Internal  Revenue  Service  Form W-8BEN or W-8ECI,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that such Foreign Lender is exempt or entitled to a reduced
rate of United States


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withholding  tax on any Income that is the  subject of such  forms.  If the form
provided by a Foreign  Lender at the time such Foreign  Lender  first  becomes a
party to this Agreement indicates a United States interest  withholding tax rate
in excess of zero,  or in excess of the rate  applicable  to the Foreign  Lender
assignor  on the date of the  Assignment  and  Acceptance  pursuant  to which it
became a Foreign Lender,  in the case of each other Foreign Lender,  withholding
tax at such rate shall be  considered  excluded from Taxes as defined in Section
2.14(c).

     (c) Based on Section  2.14(a) and (b), any and all payments by any Borrower
hereunder or under any promissory  notes issued hereunder shall be made free and
clear of and without  deduction  for any present  United States  federal  income
withholding  taxes imposed on a Foreign  Lender under the Internal  Revenue Code
(such withholding taxes being hereinafter referred to as "Taxes").

     (d)  If,  as  a  result  of  the  enactment,  promulgation,   execution  or
ratification  of, or any change in or amendment to, any United States law or any
tax treaty (or in the application or official  interpretation  of any law or any
tax treaty) that occurs on or after the date a Foreign  Lender  first  becomes a
party to this Agreement (a "Change in Law"), a Foreign Lender cannot comply with
Section 2.14(b) or, if despite such  compliance,  any Borrower shall be required
to deduct any Taxes from or in respect of any Income,  then: (i) the sum payable
to such  Foreign  Lender  shall be  increased  as may be necessary so that after
making all required deductions for such Taxes (including  deductions  applicable
to additional sums payable under this Section 2.14) such Foreign Lender receives
an amount equal to the sum it would have  received had no such  deductions  been
made,  (ii) such  Borrower  shall make such  deductions  and (iii) such Borrower
shall pay the full amount deducted to the relevant  taxation  authority or other
authority in accordance with applicable law. Notwithstanding the foregoing, each
Borrower shall be entitled to pay any Taxes in any lawful manner so as to reduce
any deductions and such Foreign Lender shall to the extent it is reasonably able
provide any  documentation  or file any forms as may be required by the Internal
Revenue Service or any other foreign  governmental  agency. In addition,  if any
Foreign  Lender or the Agent (in lieu of such Foreign  Lender),  as the case may
be, is required to pay directly any Taxes as a result of a Change in Law because
a  Borrower  cannot  or does not  legally  or timely do so,  the  Company  shall
indemnify  such  Foreign  Lender or Agent for  payment  of such  Taxes,  without
duplication of, or increase in, the amount of Taxes otherwise due to the Foreign
Lender.

     (e) In addition,  the Company  agrees to pay any present or future stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies (excluding any income or franchise taxes, business taxes or capital taxes
of any nature) that arise from the execution,  delivery or  registration  of, or
otherwise  with respect to, this  Agreement  (hereinafter  referred to as "Other
Taxes").  If a Lender is required to pay directly Other Taxes because a Borrower
cannot or does not legally or timely do so, the  Company  shall  indemnify  such
Lender for such payment of Other Taxes.

     (f)  Within  30 days  after  the date of any  payment  of Taxes or  foreign
withholding  taxes,  the  Company  shall  furnish to the Agent,  at its  address
referred to in Section  8.02,  the  original  or a  certified  copy of a receipt
evidencing payment thereof. Prior to making any


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payment  hereunder by or on behalf of any Borrower  through an account or branch
outside the United  States or on behalf of any Borrower by a payor that is not a
United States person (a "Foreign  Payment"),  such Borrower shall determine that
no foreign withholding taxes are payable in respect thereof, and at its expense,
shall  furnish,  or shall  cause such payor to  furnish,  to the Agent,  at such
address, a certificate from each appropriate taxing authority,  or an opinion of
counsel  acceptable  to the Agent,  in either  case  stating  that such  Foreign
Payment is exempt from or not subject to foreign  withholding taxes. Each Lender
shall  cooperate with each  Borrower's  efforts  described in this subsection by
providing to the extent  reasonably within its means any forms requested by such
Borrower  substantiating an exemption from foreign withholding taxes required by
any governmental  agency. For purposes of this subsection (f), the terms "United
States" and "United States  person" shall have the meaning  specified in Section
7701  of  the  Internal  Revenue  Code.  If,  as  a  result  of  the  enactment,
promulgation,  execution or  ratification  of, or any change in or amendment to,
any applicable  foreign law or any tax treaty (or in the application or official
interpretation  of any law or any tax treaty) that occurs on or after the date a
tax opinion is  rendered  pursuant  to the terms of this  subsection,  and which
renders such tax opinion incorrect as to the absence of any foreign  withholding
tax (a "Foreign  Change in Law"),  any Borrower  shall be required to deduct any
foreign  withholding  taxes from or in respect of any Income,  then: (i) the sum
payable to the applicable  Lender shall be increased as may be necessary so that
after making all required  deductions for foreign  withholding  taxes (including
deductions  applicable to additional  sums payable under this Section 2.14) such
Lender  receives an amount  equal to the sum it would have  received had no such
deductions  been made,  (ii) such Borrower shall make such  deductions and (iii)
such  Borrower  shall pay the full  amount  deducted  to the  relevant  taxation
authority or other authority in accordance with applicable law.  Notwithstanding
the foregoing,  each Borrower  shall be entitled to pay any foreign  withholding
taxes in any lawful manner so as to reduce any  deductions and such Lender shall
to the extent it is reasonably able provide any  documentation or file any forms
as  may be  required  by the  Internal  Revenue  Service  or any  other  foreign
governmental agency. In addition,  if any Lender is required to pay directly any
foreign withholding tax in respect of any Foreign Payments made pursuant to this
Agreement  because a  Borrower  cannot or does not  legally or timely do so, the
Company shall indemnify such Lender for payment of such tax.

     (g) For any period with respect to which a Lender has failed to comply with
the  requirements of subsection (b) or (f) relating to certain forms intended to
reduce  withholding  taxes (other than if such failure is due to a Change in Law
or  a  Foreign   Change  in  Law),   such  Lender   shall  not  be  entitled  to
indemnification under subsection (d) or (f).

     (h) Upon a Change in Law or the imposition of any foreign  withholding  tax
in respect of Foreign Payments,  a Lender shall, upon the written request of and
at the expense of the Company, use reasonable efforts to change the jurisdiction
of its Applicable  Lending Office if the making of such a change would avoid the
need for, or reduce the amount of, any such taxes that may thereafter accrue and
would not, in the  reasonable  judgment of such Lender,  cause the imposition on
such Lender of any material legal or regulatory burdens.

     (i)  Without  prejudice  to the  survival  of any  other  agreement  of any
Borrower  hereunder,  the agreements and obligations of the Company contained in
this Section 2.14 shall


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survive  the  payment in full of  principal  and  interest  hereunder  until the
applicable  statute of  limitations  relating  to the payment of any Taxes under
Section 2.14(d) has expired.

     (j) Any request by any Lender for payment of any amount  under this Section
2.14 shall be accompanied by a  certification  that such Lender's claim for said
amount  is  generally  consistent  with such  Lender's  treatment  of  similarly
situated  customers  of such  Lender  whose  transactions  with such  Lender are
similarly  affected by the change in circumstances  giving rise to such payment,
but  such  Lender  shall  not  be  required  to  disclose  any  confidential  or
proprietary information therein.


     SECTION  2.15.  Sharing of  Payments,  Etc. If any Lender  shall obtain any
payment (whether  voluntary,  involuntary,  through the exercise of any right of
set-off,  or otherwise) on account of the Revolving  Credit Advances owing to it
(other than pursuant to Section 2.05(b), 2.11, 2.14 or 8.04(d)) in excess of its
ratable share of payments on account of the Revolving  Credit Advances  obtained
by all the Lenders,  such Lender shall forthwith purchase from the other Lenders
such  participations  in the Revolving Credit Advances owing to them as shall be
necessary to cause such  purchasing  Lender to share the excess payment  ratably
with each of them; provided,  however, that if all or any portion of such excess
payment is thereafter  recovered from such purchasing Lender, such purchase from
each Lender  shall be rescinded  and such Lender  shall repay to the  purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such  Lender's  ratable share  (according to the  proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the  purchasing  Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. Each Borrower
agrees  that any  Lender so  purchasing  a  participation  from  another  Lender
pursuant  to this  Section  2.15 may, to the fullest  extent  permitted  by law,
exercise all its rights of payment  (including the right of setoff) with respect
to such  participation  as fully as if such Lender  were the direct  creditor of
such Borrower in the amount of such participation.


     SECTION  2.16.  Use of  Proceeds.  The  proceeds of the  Advances  shall be
available  (and the Company agrees that such proceeds shall be used) for general
corporate  purposes of the Company and its  Subsidiaries,  including  commercial
paper backstop.


     SECTION  2.17.  Borrowings  by  Borrowing  Subsidiaries;   Substitution  of
Borrower.

          (a) The Company may, at any time or from time to time,  designate  one
     or more  Subsidiaries  (including the Guarantor) as Borrowers  hereunder by
     furnishing to the Agent a letter (a "Designation Letter") in duplicate,  in
     substantially  the form of Exhibit D, duly  completed  and  executed by the
     Company and such  Subsidiary.  Upon any such  designation  of a Subsidiary,
     such Subsidiary shall be a Borrowing  Subsidiary and a Borrower entitled to
     borrow  Revolving  Credit  Advances  and  Competitive  Bid  Advances on and
     subject to the terms and conditions of this Agreement.


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          (b) If all  principal  of and  interest  on all  Advances  made to any
     Borrowing  Subsidiary have been paid in full, the Company may terminate the
     status of such Borrowing  Subsidiary as a Borrower  hereunder by furnishing
     to the Agent a letter (a "Termination Letter") in substantially the form of
     Exhibit F, duly  completed  and  executed by the Company.  Any  Termination
     Letter  furnished  hereunder  shall be effective upon receipt by the Agent,
     which shall promptly notify the Lenders,  whereupon the Lenders shall, upon
     payment in full of all amounts owing by such Borrower  hereunder,  promptly
     deliver to the Company (through the Agent) the promissory notes, if any, of
     such former  Borrower.  Notwithstanding  the  foregoing,  the delivery of a
     Termination Letter with respect to any Borrower shall not terminate (i) any
     obligation  of  such  Borrower  that  remains  unpaid  at the  time of such
     delivery (including without limitation any obligation arising thereafter in
     respect  of  such  Borrower  under  Section  2.11  or  2.14)  or  (ii)  the
     obligations of the Company under Article IX with respect to any such unpaid
     obligations;  provided, that if the status of such Borrowing Subsidiary has
     been  terminated as aforesaid  because the Company has sold or  transferred
     its interest in such Subsidiary,  and the Company so certifies to the Agent
     at the time of delivery of such Termination  Letter, and subject to payment
     of said principal and interest,  (i) such Subsidiary  shall,  automatically
     upon the  effectiveness  of the  delivery  of such  Termination  Letter and
     certification,  cease to have any obligation  under this Agreement and (ii)
     the Company shall automatically be deemed to have unconditionally  assumed,
     as primary  obligor,  and  hereby  agrees to pay and  perform,  all of such
     obligations.

          (c) In addition to the  foregoing,  the Company  may, at any time when
     there  are no  Advances  outstanding  hereunder  and upon not less  than 10
     Business  Days'  notice,  irrevocably  elect to terminate its right to be a
     Borrower hereunder as of the date (which shall be a Business Day) specified
     in such  Substitution  Letter (the  "Substitution  Date") and designate the
     Guarantor as a Borrower  hereunder by  furnishing to the Agent (x) a letter
     (a  "Substitution  Letter"),  in  substantially  the form of Exhibit E duly
     completed and executed by the Company and the Guarantor,  (y) a certificate
     signed by a duly  authorized  officer  of the  Company,  and a  certificate
     signed  by a duly  authorized  officer  of the  Guarantor,  each  dated the
     Substitution Date, stating that:

               (i) the representations and warranties  contained in Section 4.01
          (except  the  representations  set  forth  in  the  last  sentence  of
          subsection  (e) thereof  and in  subsection  (f)  thereof  (other than
          clause (ii)  thereof)) are correct in all material  respects on and as
          of the Substitution Date, as though made on and as of such date, and

               (ii) No event has  occurred  and is  continuing,  or would result
          from such designation, that constitutes a Default;

and  (z)  the  Agent  shall  have  received  such  other  corporate   documents,
resolutions  and legal  opinions  relating to the foregoing as it, or any Lender
through the Agent, may reasonably request.


     SECTION 2.18. Mitigation  Obligations.  If any Lender requests compensation
under  Section  2.11,  or if the  obligation  of any Lender to make or  continue
Advances as, or


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Convert Advances into, Eurodollar Rate Advances is suspended pursuant to Section
2.12,  then,  upon the written  request of the  Company,  such Lender  shall use
reasonable  efforts to  designate  a  different  lending  office for  funding or
booking its Advances hereunder or to assign its rights and obligations hereunder
to another of its offices,  branches or affiliates,  if, in the judgment of such
Lender,  such  designations  or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.11 or would cause such Lender not to be subject to
such  suspension,  as the case may be, in the future and (ii) would not  subject
such Lender to any unreimbursed cost or expense and would not, in the reasonable
judgment of such Lender,  cause  imposition on such Lender of any material legal
or  regulatory  burdens or otherwise  be  disadvantageous  to such  Lender.  The
Company hereby agrees to pay all reasonable  costs and expenses  incurred by any
Lender in connection with any such designation or assignment.


                                   ARTICLE III

                   CONDITIONS TO EFFECTIVENESS AND ARTICLE II


     SECTION 3.01.  Conditions  Precedent to  Effectiveness of Sections 2.01 and
2.03.  Sections 2.01 and 2.03 of this Agreement shall become effective on and as
of the first  date (the  "Effective  Date")  on which the  following  conditions
precedent have been satisfied:

     (a) As of the Effective Date, there shall have occurred no Material Adverse
Change since December 27, 2003 that has not been publicly disclosed.

     (b)  As  of  the  Effective  Date,  there  shall  exist  no  action,  suit,
investigation,  litigation  or proceeding  affecting the Company,  or any of its
Subsidiaries  (including  the  Guarantor)  pending or, to the  knowledge  of the
Company's or the Guarantor's  executive  officers,  threatened before any court,
governmental  agency or arbitrator that (i) could be reasonably likely to have a
Material  Adverse  Effect or (ii)  could  reasonably  be  likely  to affect  the
legality,  validity or  enforceability  of this Agreement or the consummation of
the transactions contemplated hereby.

     (c) As of the Effective  Date,  nothing shall have come to the attention of
the Lenders during the course of their due diligence  investigation to lead them
to  believe  that  the  Information  Memorandum  was or has  become  misleading,
incorrect or incomplete in any material respect.

     (d) As of the Effective Date, all governmental and third party consents and
approvals  necessary in connection  with the  transactions  contemplated  hereby
shall have been obtained  (without the imposition of any conditions that are not
acceptable to the Lenders) and shall remain in effect.

     (e) As of the Effective  Date, the Company shall have paid all accrued fees
and  expenses  of the Agent and the  Lenders  (including  the  accrued  fees and
expenses of counsel to the Agent,  to the extent  invoiced at least one Business
Day prior to the Effective Date).


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     (f) On the Effective Date, the following  statements  shall be true and the
Agent shall have received for the account of each Lender a certificate signed by
a duly authorized officer of the Company dated the Effective Date, stating that:

          (i) The representations  and warranties  contained in Section 4.01 are
     correct in all material aspects on and as of the Effective Date, and

          (ii) No event  has  occurred  and is  continuing  that  constitutes  a
     Default.

     (g) The Agent  shall  have  received  on or before the  Effective  Date the
following,  each dated such day, in form and substance satisfactory to the Agent
and (except for any notes  requested  by the Lenders) in  sufficient  copies for
each Lender:

          (i) To the  extent  any  Lender  shall  have  requested,  at least one
     Business day prior to the Effective Date that its Revolving Credit Advances
     be  evidenced  by a  promissory  note,  a note payable to the order of such
     Lender.

          (ii) Certified  copies of the resolutions of the Board of Directors of
     the Company  and of the  Guarantor  approving  this  Agreement,  and of all
     documents  evidencing  other necessary  corporate  action and  governmental
     approvals, if any, with respect to this Agreement.

          (iii) A certificate of the Secretary or an Assistant  Secretary of the
     Company  certifying  the names and true  signatures  of the officers of the
     Company  authorized to sign this  Agreement  and the other  documents to be
     delivered hereunder.

          (iv) A certificate  of the Secretary or an Assistant  Secretary of the
     Guarantor  certifying the names and true  signatures of the officers of the
     Guarantor  authorized to sign this Agreement and the other  documents to be
     delivered hereunder.

          (v) An opinion of Pamela C. McGuire,  Esq., General Counsel of each of
     the Company  and the  Guarantor,  substantially  in the form of Exhibit C-1
     hereto and as to such other  matters  as any Lender  through  the Agent may
     reasonably request.

          (vi) A  favorable  opinion of  Milbank,  Tweed,  Hadley & McCloy  LLP,
     special  New  York  counsel  for the  Agent,  substantially  in the form of
     Exhibit C-2 hereto.

          (vii) Evidence of the termination of the Commitments as defined in the
     $250,000,000  5-Year  Credit  Agreement  dated as of April 30, 2003 and the
     $250,000,000  364-Day Credit  Agreement  dated as of April 30,  2003,  each
     among the Company, the Guarantor,  certain lenders and JPMorgan,  as Agent,
     and of the payment in full of any and all amounts payable thereunder.

          (viii) The Agent shall have received such other approvals, opinions or
     documents as any Lender through the Agent may reasonably request.


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     SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing.  The
obligation of each Lender to make a Revolving  Credit Advance on the occasion of
each Revolving  Credit  Borrowing  shall be subject to the conditions  precedent
that the Effective  Date shall have  occurred and on the date of such  Revolving
Credit  Borrowing  (a) the following  statements  shall be true (and each of the
giving of the applicable Notice of Revolving Credit Borrowing and the acceptance
by any  Borrower  of the  proceeds  of such  Revolving  Credit  Borrowing  shall
constitute a  representation  and warranty by the Company and such Borrower that
on the date of such Borrowing such statements are true):

          (i) The  representations  and  warranties  contained  in Section  4.01
     (except the  representations  set forth in the last  sentence of subsection
     (e) thereof and in subsection (f) thereof (other than clause (ii) thereof))
     are  correct  in all  material  respects  on and as of  the  date  of  such
     Revolving  Credit  Borrowing,  before  and  after  giving  effect  to  such
     Revolving   Credit  Borrowing  and  to  the  application  of  the  proceeds
     therefrom, as though made on and as of such date, and

          (ii) No event has  occurred  and is  continuing,  or would result from
     such  Revolving  Credit  Borrowing or from the  application of the proceeds
     therefrom, that constitutes a Default;

     and (b) in the case of the first Borrowing by a Borrowing  Subsidiary,  the
Agent  shall have  received  such  corporate  documents,  resolutions  and legal
opinions  relating  to such  Borrowing  Subsidiary  as the Agent may  reasonably
require.


     SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing.  The
obligation  of each  Lender  that is to make a  Competitive  Bid  Advance on the
occasion of a Competitive Bid Borrowing to make such  Competitive Bid Advance as
part of such  Competitive  Bid Borrowing is subject to the conditions  precedent
that (i) the Agent  shall  have  received  the  written  confirmatory  Notice of
Competitive  Bid Borrowing  with respect  thereto,  and (ii) on the date of such
Competitive  Bid Borrowing the following  statements  shall be true (and each of
the  giving  of the  applicable  Notice of  Competitive  Bid  Borrowing  and the
acceptance  by any Borrower of the proceeds of such  Competitive  Bid  Borrowing
shall constitute a representation  and warranty by the Company and such Borrower
that on the date of such Competitive Bid Borrowing such statements are true):

     (a) The  representations  and warranties  contained in Section 4.01 (except
the representations set forth in the last sentence of subsection (e) thereof and
in subsection  (f) thereof  (other than clause (ii) thereof)) are correct in all
material  respects  on and as of the  date of such  Competitive  Bid  Borrowing,
before and after giving  effect to such  Competitive  Bid  Borrowing  and to the
application  of the proceeds  therefrom,  as though made on and as of such date;
and

     (b) No event has  occurred  and is  continuing,  or would  result from such
Competitive  Bid Borrowing or from the  application  of the proceeds  therefrom,
that constitutes a Default.


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     SECTION  3.04.   Determinations   Under  Section  3.01.   For  purposes  of
determining  compliance  with the  conditions  specified in Section  3.01,  each
Lender  shall be deemed to have  consented  to,  approved  or  accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent  responsible  for the  transactions  contemplated by this Agreement
shall have  received  notice from such Lender  prior to the  proposed  Effective
Date,  as notified  by the  Company to the  Lenders,  specifying  its  objection
thereto.  The Agent shall  promptly  notify the Lenders of the occurrence of the
Effective Date.


                                   ARTICLE IV

               REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES


     SECTION 4.01.  Representations and Warranties of the Loan Parties.  Each of
the Company and the Guarantor (each, a "Loan Party")  represents and warrants as
follows:

     (a) The Company is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of Delaware  and the  Guarantor is a
limited liability company duly organized,  validly existing and in good standing
under the laws of the State of Delaware.

     (b) The  execution,  delivery  and  performance  by each Loan Party of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby are
within such Loan Party's  powers,  have been duly  authorized  by all  necessary
corporate or other action,  and do not  contravene  (i) its charter,  by-laws or
other  organizational  documents  or  (ii)  any law or  contractual  restriction
binding on or materially affecting such Loan Party.

     (c) No  authorization  or approval or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory  body or any other third
party is required for the due execution, delivery and performance by either Loan
Party of this Agreement.

     (d) This Agreement has been duly executed and delivered by each Loan Party.
This  Agreement is the legal,  valid and binding  obligation  of each Loan Party
enforceable  against  it in  accordance  with its terms,  subject to  applicable
bankruptcy,  insolvency and similar laws affecting  creditors'  rights generally
and equitable principles of general applicability.

     (e) The  Consolidated  balance sheet of the Company and its Subsidiaries as
at December 27, 2003, and the related Consolidated  statements of operations and
cash flows of the Company and its  Subsidiaries  for the fiscal year then ended,
accompanied by an opinion of KPMG Peat Marwick,  independent public accountants,
fairly  present  the  Consolidated  financial  condition  of the Company and its
Subsidiaries as at such date and the  Consolidated  results of the operations of
the  Company  and its  Subsidiaries  for the period  ended on such date,  all in
accordance with generally accepted accounting  principles  consistently applied.
Since December 27,  2003, there has been no Material Adverse Change that has not
been publicly disclosed.


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     (f)  There  is  no  pending  or  threatened  action,  suit,  investigation,
litigation  or  proceeding   affecting  either  Loan  Party  before  any  court,
governmental  agency or arbitrator that (i) would be reasonably likely to have a
Material  Adverse  Effect or (ii)  would  reasonably  be  likely  to affect  the
legality,  validity or  enforceability  of this Agreement or any promissory note
issued under this Agreement,  if any, or the  consummation  of the  transactions
contemplated hereby.

     (g) It is not engaged in the business of  extending  credit for the purpose
of  purchasing  or carrying  Margin Stock and no proceeds of any Advance will be
used for the purpose  (whether  immediate,  incidental or ultimate) of buying or
carrying any Margin Stock or to extend credit to others for the purpose (whether
immediate,  individual or ultimate) of buying or carrying any Margin  Stock,  in
either  case in a manner  that would  cause the  Advances or any Lender to be in
violation of Regulation U.

     (h) Following application of the proceeds of each Advance, not more than 25
percent  of the  value of the  assets  (either  of any  Borrower  only or of the
Company and its Subsidiaries or the Guarantor and its Subsidiaries, in each case
on a Consolidated basis) subject to the provisions of Section 5.02(a) or (b)(ii)
or subject to any restriction  contained in any agreement or instrument  between
it and any Lender or any Affiliate of any Lender relating to Debt and within the
scope of Section 6.01(d) will be Margin Stock.

     (i) Neither Loan Party is an "investment  company",  a company  "controlled
by", or "promoter" or "principal  underwriter" for, an "investment  company", as
such terms are  defined  in the  Investment  Company  Act of 1940,  as  amended.
Neither  the making of any  Advances  nor the  application  of the  proceeds  or
repayment  thereof by any Borrower will violate any provision of such Act or any
rule, regulation or order of the Securities and Exchange Commission thereunder.


                                    ARTICLE V

                                    COVENANTS


     SECTION 5.01.  Affirmative  Covenants.  So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, each Loan Party will:

     (a) Compliance with Laws, Etc.  Comply,  and cause each of its Subsidiaries
to  comply,  in  all  material  respects,   with  all  applicable  laws,  rules,
regulations  and  orders,  such  compliance  to  include,   without  limitation,
compliance with ERISA and Environmental  Laws, except where failure to so comply
would  not,  and would not be  reasonably  likely to,  have a  Material  Adverse
Effect.

     (b)  Payment  of Taxes,  Etc.  Pay and  discharge,  and  cause  each of its
Subsidiaries to pay and discharge,  before the same shall become delinquent, (i)
all taxes,  assessments  and  governmental  charges or levies imposed upon it or
upon its  property  and (ii) all lawful  claims  that,  if unpaid,  might by law
become a Lien upon its property; provided, however, that neither


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Loan Party nor any of its Subsidiaries shall be required to pay or discharge any
such tax, assessment,  charge or claim that is being contested in good faith and
by proper proceedings and as to which appropriate reserves are being maintained,
unless and until any Lien  resulting  therefrom  attaches  to its  property  and
becomes  enforceable  against  its  other  creditors  and  such  Lien  would  be
reasonably likely to have a Material Adverse Effect.

     (c) Preservation of Corporate  Existence,  Etc. Preserve and maintain,  and
cause each of its Material Subsidiaries to preserve and maintain,  its corporate
existence,  rights  (charter and statutory) and franchises;  provided,  however,
that each Loan Party and its Material  Subsidiaries may consummate any merger or
consolidation  permitted under Section 5.02(b) and provided further that neither
Loan Party nor any of its  Material  Subsidiaries  shall be required to preserve
any right or  franchise  if the Board of  Directors  of such Loan  Party or such
Subsidiary shall determine that the preservation  thereof is no longer desirable
in the  conduct of the  business of such Loan Party or such  Subsidiary,  as the
case may be, and that the loss  thereof is not  disadvantageous  in any material
respect to such Loan Party, such Subsidiary or the Lenders.

     (d) Reporting Requirements. Furnish to the Lenders:

          (i) as soon as available and in any event within 45 days after the end
     of each of the first  three  Fiscal  Quarters  of each  Fiscal  Year of the
     Company, the Consolidated balance sheet of the Company and its Subsidiaries
     as of the end of such quarter and Consolidated statements of operations and
     cash flows of the Company and its Subsidiaries for the period commencing at
     the end of the previous  Fiscal Year and ending with the end of such Fiscal
     Quarter,  duly  certified  (subject to year-end audit  adjustments)  by the
     chief  financial  officer  of  the  Company  as  having  been  prepared  in
     accordance  with GAAP,  it being  agreed  that  delivery  of the  Company's
     Quarterly Report on Form 10-Q will satisfy this requirement;

          (ii) as soon as  available  and in any event  within 90 days after the
     end of each Fiscal Year of the  Company,  a copy of the annual audit report
     for  such  year  for the  Company  and  its  Subsidiaries,  containing  the
     Consolidated  balance sheet of the Company and its  Subsidiaries  as of the
     end of such Fiscal Year and Consolidated  statements of operations and cash
     flows of the Company and its  Subsidiaries  for such Fiscal  Year,  in each
     case  accompanied  by an opinion by KPMG Peat Marwick or other  independent
     public accountants of nationally  recognized standing, it being agreed that
     delivery of the  Company's  Annual  Report on Form 10-K will  satisfy  this
     requirement;

          (iii) as soon as possible  and in any event within five days after the
     occurrence  of each Default  continuing  on the date of such  statement,  a
     statement  of the chief  financial  officer of the  Company  setting  forth
     details of such  Default  and the  action  that the  Company  has taken and
     proposes to take with respect thereto; and

          (iv)  promptly  after the  sending  or filing  thereof,  copies of all
     annual reports and proxy solicitations that the Company sends to any of its
     securityholders,  and copies of all reports on Form 8-K that the Company or
     any Subsidiary files with the Securities and Exchange Commission.


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     SECTION  5.02.  Negative  Covenants.  So long as any Advance  shall  remain
unpaid or any Lender  shall have any  Commitment  hereunder,  neither Loan Party
will:

     (a)  Secured  Debt.  Create  or  suffer  to  exist,  or  permit  any of its
Restricted  Subsidiaries or the Guarantor to create or suffer to exist, any Debt
secured by a Lien on any Principal Property or on any shares of stock of or Debt
of any  Restricted  Subsidiary or the  Guarantor  unless such Loan Party or such
Restricted  Subsidiary  secures  or causes  such  Restricted  Subsidiary  or the
Guarantor  to secure  the  Advances  and all other  amounts  payable  under this
Agreement  equally and ratably with such secured  Debt,  so long as such secured
Debt shall be so secured,  unless  after  giving  effect  thereto the  aggregate
amount of all such Debt so  secured  does not  exceed  15% of  Consolidated  Net
Tangible Assets;  provided that the foregoing restriction does not apply to Debt
secured by:

          (i) Liens existing prior to the date hereof;

          (ii)  Liens on  property  of, or on shares of stock of or Debt of, any
     corporation  existing  at the time such  corporation  becomes a  Restricted
     Subsidiary and not created with a view to circumventing the restrictions of
     this Section 5.02(a);

          (iii) Liens in favor of a Loan Party or any Restricted Subsidiary;

          (iv) Liens in favor of any  governmental  bodies to secure progress or
     advance payments;

          (v) Liens on property, shares of stock or Debt existing at the time of
     acquisition thereof (including acquisition through merger or consolidation)
     or liens  securing Debt incurred to finance all or any part of the purchase
     price  or cost of  construction  of  property  (or  additions,  substantial
     repairs,  alterations or substantial  improvements thereto),  provided that
     such Lien and the Debt secured  thereby are incurred within 365 days of the
     later of acquisition or completion of  construction  (or addition,  repair,
     alteration or improvement) and full operation thereof; and

          (vi) any  extension,  renewal or refunding of Debt  referred to in the
     foregoing clauses (i) to (v), inclusive.

     (b) Mergers,  Etc. (i) Merge or consolidate with or into any corporation or
(ii) sell,  lease,  transfer or otherwise dispose of all or substantially all of
the assets of the Company  and its  Subsidiaries,  taken as a whole,  unless the
Company or the  Guarantor  would be the  acquiring  or  surviving  party in such
transaction and no Event of Default shall have occurred and be continuing at the
time of such proposed transaction or would result therefrom.

     (c) Subsidiary  Debt.  Permit any Restricted  Subsidiary to create,  incur,
assume or permit to exist any Debt, except:


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          (i) Debt of the Borrowing Subsidiaries, if any, created hereunder;

          (ii) Debt existing on the Effective Date;

          (iii)  Debt  of  any  Subsidiary  to  any  Loan  Party  or  any  other
     Subsidiary;

          (iv)  Debt of any  Person  that  becomes a  Subsidiary  after the date
     hereof;  provided  that such Debt exists at the time such Person  becomes a
     Subsidiary  and is not created in  contemplation  of or in connection  with
     such Person becoming a Subsidiary;

          (v) any  refinancing,  refunding or  replacement of any Debt permitted
     under clause (ii) through (iv) above; and

          (vi) other Debt in an aggregate  principal amount not exceeding 15% of
     Consolidated Net Tangible  Assets,  computed as of the last day of the then
     most  recently  concluded  fiscal  quarter  of the  Company,  at  any  time
     outstanding.

     (d) Restrictive  Agreements.  Neither Loan Party will enter into,  incur or
permit to exist any agreement or other  arrangement  that prohibits or restricts
the ability of any  Subsidiary  to pay  dividends  or other  distributions  with
respect to any shares of its capital stock or to make or repay loans or advances
to, or otherwise  transfer  assets to the Company;  provided  that the foregoing
shall not apply to (i)  restrictions  and  conditions  imposed by law or by this
Agreement,  (ii) customary  restrictions and conditions  contained in agreements
relating  to  the  sale  of  a  Subsidiary  pending  such  sale,  provided  such
restrictions  and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted  hereunder,  (iii)  restrictions or conditions imposed by
any  agreement  relating to secured  Debt  permitted  by this  Agreement if such
restrictions  or conditions  apply only to the property or assets  securing such
Debt, (iv) customary  provisions in leases and other  contracts  restricting the
assignment  thereof,  (v) any agreement in effect on the Effective  Date, as any
such agreement is in effect on such date,  (vi) any agreement  binding upon such
Subsidiary  prior to the date on  which  such  Subsidiary  was  acquired  by the
Company  and  outstanding  on such  date,  (vii)  customary  net worth and other
financial  maintenance  covenants  in an  agreement  relating  to Debt or  other
obligations incurred in compliance with this Agreement, and (viii) any agreement
refinancing,  renewing or replacing  any  agreement  or Debt  referred to in (i)
through  (vii)  above,  provided  that  the  relevant  provisions  are  no  more
restrictive  than those in the  agreement or Debt being  refinanced,  renewed or
replaced.

     (e)  Ownership.  In the  case of the  Company,  cease to own,  legally  and
beneficially, 75% or more of the membership interests in the Guarantor.


     SECTION  5.03.  Financial  Covenants.  So long as any Advance  shall remain
unpaid or any Lender shall have any Commitment hereunder, the Company will not:

     (a) Debt to Capitalization  Ratio. Permit the Debt to Capitalization  Ratio
as at the last day of any Fiscal Quarter that is not an Alternate  Covenant Date
to exceed 0.75 to 1.0.


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     (b) Consolidated  Leverage Ratio. Permit the Consolidated Leverage Ratio as
at the last day of any Fiscal  Quarter  that is an  Alternate  Covenant  Date to
exceed 5.0 to 1.0.


                                   ARTICLE VI

                                EVENTS OF DEFAULT


     SECTION 6.01. Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

     (a) Any Borrower shall fail to pay any principal of any Advance within five
days after the same becomes due and payable;  or any Borrower  shall fail to pay
any interest, fees or any other amount under this Agreement within five Business
Days after the same becomes due and payable; or

     (b) Any  representation or warranty made by any Loan Party herein or by any
Borrower (or any of its officers) in connection  with this Agreement  (including
without  limitation  by any  Borrowing  Subsidiary  pursuant to any  Designation
Letter) shall prove to have been incorrect in any material respect when made; or

     (c) Any Loan Party shall fail to perform or observe  any term,  covenant or
agreement  contained in Section  5.01(d),  5.02 or 5.03,  or (ii) any Loan Party
shall fail to perform or observe any other term, covenant or agreement contained
in this  Agreement on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given
to either Loan Party by the Agent or any Lender; or

     (d)  Any  Loan  Party  or any of its  Subsidiaries  shall  fail  to pay any
principal  of or  premium  or  interest  on any Debt  that is  outstanding  in a
principal  or notional  amount of at least  $75,000,000  in the  aggregate  (but
excluding Debt outstanding  hereunder) of such Loan Party or such Subsidiary (as
the case may be),  when the same  becomes due and payable  (whether by scheduled
maturity,  required  prepayment,  acceleration,  demand or otherwise),  and such
failure shall continue after the applicable grace period,  if any,  specified in
the  agreement  or  instrument  relating to such Debt;  or any other event shall
occur or condition shall exist under any agreement or instrument relating to any
such  Debt and  shall  continue  after  the  applicable  grace  period,  if any,
specified  in such  agreement  or  instrument,  if the  effect of such  event or
condition is to accelerate  the maturity of such Debt or permit (with or without
the giving of  notice,  the lapse of time or both) the holder or holders of such
Debt or any  trustee  or agent on its or their  behalf to cause any such Debt to
become due prior to its scheduled  maturity;  or any such Debt shall be declared
to be due and  payable,  or required to be prepaid or redeemed  (other than by a
regularly scheduled required  prepayment or redemption),  purchased or defeased,
or an offer to prepay,  redeem,  purchase or defease such Debt shall be required
to be made, in each case prior to the stated maturity thereof; or


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     (e) Any Loan Party or any of its  Subsidiaries  shall generally not pay its
debts as such debts  become due, or shall admit in writing its  inability to pay
its debts  generally,  or shall  make a general  assignment  for the  benefit of
creditors;  or any proceeding  shall be instituted by or against such Loan Party
or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent,  or
seeking  liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
protection,  relief, or composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry  of an  order  for  relief  or the  appointment  of a  receiver,  trustee,
custodian or other similar  official for it or for any  substantial  part of its
property and, in the case of any such proceeding  instituted against it (but not
instituted by it), such  proceeding  shall remain  undismissed or unstayed for a
period of 30 days, or any of the actions sought in such  proceeding  (including,
without limitation, the entry of an order for relief against, or the appointment
of a receiver,  trustee,  custodian or other similar official for, it or for any
substantial  part of its property) shall occur; or such Loan Party of any of its
Subsidiaries shall take any corporate action to authorize any of the actions set
forth above in this subsection (e); or

     (f) Any judgment or order for the payment of money in excess of $75,000,000
shall be rendered against any Loan Party or any of its Material Subsidiaries and
either (i)  enforcement  proceedings  shall have been  commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 10  consecutive
days during which a stay of enforcement of such judgment or order,  by reason of
a pending appeal or otherwise,  shall not be in effect; provided,  however, that
any such  judgment or order shall not be an Event of Default  under this Section
6.01(f)  if and for so long as (i) the  amount  of such  judgment  or  order  is
covered by a valid and binding policy of insurance between the defendant and the
insurer covering payment thereof and (ii) such insurer,  which shall be rated at
least "A" by A.M. Best  Company,  has been notified of, and has not disputed the
claim made for payment of, the amount of such judgment or order; or

     (g) Any event, action or condition with respect to an employee benefit plan
of the  Company  subject to Title IV of ERISA  results in any  penalty or action
pursuant  to  ERISA  that has a  material  adverse  effect  on the  business  or
financial condition of either Loan Party and its Subsidiaries, taken as a whole;
or

     (h) The Master  Bottling  Agreement  ceases to be valid and  binding and in
full force and effect;  or Pepsi denies that it has any  liability or obligation
under the Master Bottling Agreement and Pepsi ceases performance thereunder; or

     (i) A Change of Control shall occur;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent,  of the  Required  Lenders,  by  notice  to the  Company,  declare  the
obligation of each Lender to make Advances to be terminated,  whereupon the same
shall  forthwith  terminate,  and  (ii)  shall at the  request,  or may with the
consent,  of the  Required  Lenders,  by  notice  to the  Company,  declare  the
Advances,  all  interest  thereon  and all  other  amounts  payable  under  this
Agreement to be forthwith  due and payable,  whereupon  the  Advances,  all such
interest  and all such amounts  shall  become and be forthwith  due and payable,
without presentment, demand, protest or further


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notice of any kind,  all of which are hereby  expressly  waived by the  Company;
provided,  however,  that in the event of an actual or deemed  entry of an order
for relief with respect to any Loan Party or any Borrowing  Subsidiary under the
Federal  Bankruptcy  Code,  (A) the  obligation  of each Lender to make Advances
shall  automatically  be terminated and (B) the Advances,  all such interest and
all such amounts  shall  automatically  become and be due and  payable,  without
presentment,  protest  or any  notice  of any  kind,  all of  which  are  hereby
expressly waived by each Loan Party.


                                   ARTICLE VII

                                    THE AGENT

     Each of the Lenders hereby irrevocably  appoints the Agent as its agent and
authorizes  the Agent to take such  actions on its behalf and to  exercise  such
powers as are  delegated to the Agent by the terms  hereof,  together  with such
actions and powers as are reasonably incidental thereto.

     The bank  serving as the Agent  hereunder  shall  have the same  rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the  Agent,  and such bank and its  Affiliates  may accept
deposits from,  lend money to and generally  engage in any kind of business with
the Loan Parties or any Subsidiary or other Affiliate  thereof as if it were not
the Agent hereunder.

     The Agent shall not have any duties or obligations  except those  expressly
set forth herein.  Without  limiting the  generality of the  foregoing,  (a) the
Agent shall not be subject to any fiduciary or other implied duties,  regardless
of whether a Default has  occurred  and is  continuing,  (b) the Agent shall not
have any duty to take any  discretionary  action or exercise  any  discretionary
powers,  except  discretionary  rights and powers expressly  contemplated hereby
that the Agent is required to  exercise in writing by the  Required  Lenders (or
such other number or percentage  of the Lenders as shall be necessary  under the
circumstances  as provided in Section  8.01),  and (c) except as  expressly  set
forth  herein,  the Agent shall not have any duty to disclose,  and shall not be
liable for the failure to disclose, any information relating to the Loan Parties
or any if their  Subsidiaries  that is  communicated  to or obtained by the bank
serving as Agent or any of its  Affiliates in any capacity.  The Agent shall not
be liable  for any  action  taken or not taken by it with the  consent or at the
request of the  Required  Lenders  (or such other  number or  percentage  of the
Lenders as shall be  necessary  under the  circumstances  as provided in Section
8.01) or in the absence of its own gross  negligence or wilful  misconduct.  The
Agent  shall be deemed not to have  knowledge  of any  Default  unless and until
written  notice  thereof is given to the Agent by a Loan Party or a Lender,  and
the Agent shall not be responsible  for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with
this Agreement,  (ii) the contents of any certificate,  report or other document
delivered  hereunder  or  in  connection  herewith,  (iii)  the  performance  or
observance of any of the covenants,  agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this  Agreement  or any other  agreement,  instrument  or  document,  or (v) the
satisfaction  of any  condition  set forth in Article III or  elsewhere  herein,
other than to confirm receipt of items expressly required to be delivered to the
Agent.


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     The Agent shall be entitled to rely upon, and shall not incur any liability
for  relying  upon,  any  notice,  request,  certificate,   consent,  statement,
instrument,  document or other writing  believed by it to be genuine and to have
been  signed or sent by the  proper  Person.  The  Agent  also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon.  The Agent
may  consult  with  legal  counsel  (who may be  counsel  for any  Loan  Party),
independent  accountants  and other  experts  selected  by it,  and shall not be
liable for any action taken or not taken by it in accordance  with the advice of
any such counsel, accountants or experts.

     The Agent may perform any and all of its duties and exercise its rights and
powers by or through  any one or more  sub-agents  appointed  by the Agent.  The
Agent and any such  sub-agent may perform any and all of its duties and exercise
its rights and powers through their respective Related Parties.  The exculpatory
provisions of the preceding  paragraphs shall apply to any such sub-agent and to
the  Related  Parties of the Agent and any such  sub-agent,  and shall  apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Agent.

     Subject to the  appointment and acceptance of a successor Agent as provided
in this paragraph, the Agent may resign at any time by notifying the Lenders and
the Company.  Upon any such  resignation,  the Required  Lenders  shall have the
right to appoint a successor agent approved by the Company,  which approval will
not be unreasonably  withheld or delayed;  provided that such approval shall not
be  required  if an Event of  Default  has  occurred  and is  continuing.  If no
successor  shall have been so appointed  by the Required  Lenders and shall have
accepted such  appointment  within 30 days after the retiring Agent gives notice
of its  resignation,  then the  retiring  Agent may,  on behalf of the  Lenders,
appoint a successor  Agent which shall be a commercial  bank organized under the
laws of the United States or any State  thereof,  having a combined  capital and
surplus  of at least  $50,000,000  with an office in New York,  New York,  or an
Affiliate of any such bank.  Upon the  acceptance of its  appointments  as Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights,  powers,  privileges and duties of the retiring  Agent,  and the
retiring Agent shall be discharged  from its duties and  obligations  hereunder.
The fees payable by the Company to a successor  Agent shall be the same as those
payable to its predecessor  unless otherwise agreed between the Company and such
successor.  After the Agent's  resignation  hereunder,  the  provisions  of this
Article  and  Section  8.04 shall  continue  in effect  for the  benefit of such
retiring Agent, its sub-agents and their  respective  Related Parties in respect
of any  actions  taken or omitted to be taken by any of them while it was acting
as Agent.

     Each Lender  acknowledges  that it has,  independently and without reliance
upon the Agent or any other Lender and based on such  documents and  information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.  Each Lender also acknowledges that it will,  independently
and  without  reliance  upon the  Agent or any  other  Lender  and based on such
documents  and  information  as it shall  from  time to time  deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement,  any related agreement or any document furnished  hereunder
or thereunder.


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     None of the  Persons  identified  on the cover  page  hereof as Joint  Lead
Arrangers and Book Managers or Syndication Agents shall, in their roles as such,
have any responsibilities or liabilities under this Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS


     SECTION 8.01.  Amendments,  Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by any Borrower therefrom, shall in
any event be  effective  unless the same  shall be in writing  and signed by the
Required Lenders, and then such waiver or consent shall be effective only in the
specific  instance  and for the  specific  purpose  for which  given;  provided,
however,  that no  amendment,  waiver or consent  shall,  unless in writing  and
signed by all the  Lenders,  do any of the  following:  (a) except  pursuant  to
Section 2.05(b),  2.05(c), 2.15 or 2.17, increase the Commitments of the Lenders
or subject the Lenders to any additional  obligations,  (b) reduce the principal
of, or interest on, the Revolving  Credit  Advances or any fees or other amounts
payable hereunder,  (c) postpone any date fixed for any payment of principal of,
or interest  on, the  Revolving  Credit  Advances  or any fees or other  amounts
payable  hereunder,  (d)  change the  percentage  of the  Commitments  or of the
aggregate  unpaid  principal  amount of the Revolving  Credit  Advances,  or the
number of Lenders, that shall be required for the Lenders or any of them to take
any action hereunder,  (e) release the guarantee as set forth in Section 9.01 or
10.01,  or (f) amend this Section 8.01; and provided  further that no amendment,
waiver or consent  shall,  unless in writing and signed by the Agent in addition
to the Lenders  required above to take such action,  affect the rights or duties
of the Agent under this Agreement.


     SECTION 8.02. Notices,  Etc. All notices and other communications  provided
for hereunder shall be in writing  (including  telecopier,  telegraphic or telex
communication) and mailed, telecopied,  telegraphed, telexed or delivered, if to
the Company, any Borrower or the Guarantor, to the Company at its address at One
Pepsi Way, Somers, New York 10589,  Attention:  General Counsel,  Telecopier No.
(914) 767-1161,  with a copy to Secretary,  Telecopier No. (914) 767-1161; if to
any Initial Lender,  at its Domestic Lending Office specified  opposite its name
on Schedule 1 hereto;  if to any other Lender,  at its Domestic  Lending  Office
specified in the Assignment and Acceptance pursuant to which it became a Lender;
and if to the Agent,  at the  Assignment  and  Acceptance  pursuant  to which it
became a Lender;  and if to the Agent,  at JPMorgan  Chase  Bank,  Loan & Agency
Services, 1111 Fannin, Floor 10, Houston, Texas 77002, Attention: Cherry Arnaez,
Telecopier  No. (713)  750-2782,  with a copy to JPMorgan  Chase Bank,  270 Park
Avenue,  New York, New York 10017,  Attention:  Buddy  Wuthrich,  Telecopier No.
(212) 270-5100; or, as to the Company, any Borrower, the Guarantor or the Agent,
at such other address as shall be  designated by such party in a written  notice
to the other parties and, as to each other party, at such other address as shall
be  designated  by such party in a written  notice to the Company and the Agent.
All such notices and communications shall, when mailed, telecopied,  telegraphed
or telexed, be effective when deposited in the mails,  telecopied,  delivered to
the telegraph company or confirmed by telex answer back, respectively,


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except that notices and  communications to the Agent pursuant to Article II, III
or VII shall not be effective until received by the Agent.


     SECTION 8.03. No Waiver;  Remedies. No failure on the part of any Lender or
the Agent to exercise,  and no delay in exercising,  any right  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right preclude any other or further exercise thereof or the exercise of any
other right.  The remedies  herein  provided are cumulative and not exclusive of
any remedies provided by law.


     SECTION 8.04. Costs and Expenses.

     (a) The Company agrees to pay on demand all costs and expenses of the Agent
as set forth in the fee letter  between the  Company and the Agent.  The Company
further agrees to pay on demand all  reasonable  costs and expenses of the Agent
and the Lenders, if any (including, without limitation,  reasonable counsel fees
and expenses), in connection with the enforcement (whether through negotiations,
legal  proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder, including, without limitation, reasonable fees and expenses
of counsel for the Agent and each Lender in connection  with the  enforcement of
rights under this Section 8.04(a).

     (b) The Company  agrees to indemnify  and hold  harmless the Agent and each
Lender and each of their  Affiliates and their officers,  directors,  employees,
agents and advisors (each, an "Indemnified  Party") from and against any and all
claims,   damages,   losses,   liabilities  and  expenses  (including,   without
limitation,  reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any  Indemnified  Party, in each case arising out of
or in connection with or by reason of, or in connection with the preparation for
a defense  of, any  investigation,  litigation  or  proceeding  arising  out of,
related to or in connection  with this  Agreement,  any  promissory  note issued
hereunder, any of the transactions contemplated herein or the actual or proposed
use of the  proceeds  of  the  Advances,  whether  or  not  such  investigation,
litigation  or  proceeding  is brought by any  Borrower,  the  Guarantor,  their
directors, shareholders or creditors or an Indemnified Party or any other Person
or any  Indemnified  Party is  otherwise a party  thereto and whether or not the
transactions  contemplated  hereby are  consummated,  except to the extent  such
claim, damage,  loss,  liability or expense is found in a final,  non-appealable
judgment  by a court  of  competent  jurisdiction  to have  resulted  from  such
Indemnified  Party's gross negligence or willful  misconduct.  In no event shall
any party hereto be liable on any theory of liability for any special, indirect,
consequential or punitive damages (including,  without  limitation,  any loss of
profits, business or anticipated savings).

     (c) To the extent that the Company  fails to pay any amount  required to be
paid by it to the Agent under  paragraph (a) or (b) of this Section  8.04,  each
Lender severally agrees to pay to the Agent such Lenders' Applicable  Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related


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expense,  as the case may be, was  incurred by or asserted  against the Agent in
its capacity as such.

     (d) If any payment of principal of, or Conversion of, any  Eurodollar  Rate
Advance or LIBO Rate  Advance is made by any Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Advance,  as a
result of a payment or  Conversion  pursuant to Section  2.08(d) or (e), 2.10 or
2.12,  acceleration of the maturity of the Advances  pursuant to Section 6.01 or
for any other reason, the Company shall, upon demand by such Lender (with a copy
of such  demand to the  Agent),  pay to the Agent for the account of such Lender
any amounts required to compensate such Lender for any additional losses,  costs
or  expenses  that it may  reasonably  incur  as a  result  of such  payment  or
Conversion, including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such Advance.

     (e)  Without  prejudice  to the  survival  of any  other  agreement  of any
Borrower  hereunder,  the agreements and obligations of the Company contained in
Sections  2.11,  2.14 and 8.04 shall  survive the payment in full of  principal,
interest and all other amounts payable hereunder.


     SECTION  8.05.  Right of Set-off.  Upon (i) the  occurrence  and during the
continuance  of any Event of Default  and (ii) the making of the  request or the
granting of the consent  specified  by Section  6.01 to  authorize  the Agent to
declare the Advances due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest  extent  permitted by law, to set off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held and other  indebtedness  at any time owing by such  Lender or such
Affiliate  to or for the credit or the account of any Loan Party or any Borrower
against any and all of the  obligations  of such Loan Party or such Borrower now
or hereafter  existing  under this  Agreement,  whether or not such Lender shall
have made any demand under this Agreement and although such  obligations  may be
unmatured.  Each Lender  agrees  promptly  to notify the Company  after any such
set-off and application, provided that the failure to give such notice shall not
affect the validity of such set-off and  application.  The rights of each Lender
and its  Affiliates  under this  Section  are in  addition  to other  rights and
remedies  (including,  without  limitation,  other rights of set-off)  that such
Lender and its Affiliates may have.


     SECTION 8.06. Binding Effect.  This Agreement shall become effective (other
than Sections 2.01 and 2.03, which shall only become effective upon satisfaction
of the  conditions  precedent set forth in Section 3.01) when it shall have been
executed  by the Loan  Parties  and the Agent and when the Agent shall have been
notified by each  Initial  Lender that such  Initial  Lender has executed it and
thereafter  shall be binding upon and inure to the benefit of the Loan  Parties,
each  Subsidiary  Borrower  (if  any),  the  Agent  and each  Lender  and  their
respective successors and assigns,  except that no Borrower shall have the right
to assign its rights  hereunder or any interest herein without the prior written
consent of the Lenders.


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     SECTION 8.07. Assignments and Participations.

     (a) Each  Lender  may,  upon ten  days'  notice  to the  Agent and with the
consent of the  Company  (which  shall not be  unreasonably  withheld)  and,  if
demanded by the Company  (following a demand by such Lender  pursuant to Section
2.11 or Section  2.14 or a suspension  of such  Lender's  obligation  to make or
continue  Advances  as, or  convert  Advances  into,  Eurodollar  Rate  Advances
pursuant to Section  2.12) upon at least ten days' notice to such Lender and the
Agent,  will  assign to one or more  Persons  all or a portion of its rights and
obligations  under  this  Agreement  (including,  without  limitation,  all or a
portion  of its  Commitment  and the  Revolving  Credit  Advances  owing to it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying,  percentage of all rights and obligations under this Agreement (other
than any right to make  Competitive  Bid  Advances or  Competitive  Bid Advances
owing to it),  (ii)  except  in the  case of an  assignment  to a  Person  that,
immediately prior to such assignment,  was a Lender or an assignment of all of a
Lender's  rights  and  obligations  under  this  Agreement,  the  amount  of the
Commitment  of the  assigning  Lender  being  assigned  pursuant  to  each  such
assignment  (determined as of the date of the  Assignment  and  Acceptance  with
respect  to such  assignment)  shall in no event be less than the  lesser of (x)
$25,000,000 (and, if greater,  shall be in an integral multiple of $1,000,000 in
excess thereof) and (y) the smallest  initial  Commitment of any Initial Lender,
(iii) each such  assignment  shall be to an  Eligible  Assignee,  (iv) each such
assignment made as a result of a demand by the Company  pursuant to this Section
8.07(a) shall be arranged by the Company after  consultation  with the Agent and
shall be  either an  assignment  of all of the  rights  and  obligations  of the
assigning  Lender  under this  Agreement or an  assignment  of a portion of such
rights and obligations made  concurrently  with another such assignment or other
such  assignments  that together cover all of the rights and  obligations of the
assigning Lender under this Agreement,  (v) no Lender shall be obligated to make
any such  assignment  as a result of a demand by the  Company  pursuant  to this
Section  8.07(a)  unless and until such Lender  shall have  received one or more
payments  from  either  the  Company  or one or more  Eligible  Assignees  in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal  amount and all other amounts  payable to such
Lender under this Agreement and (vi) the parties to each such assignment  (other
than any Borrower)  shall execute and deliver to the Agent,  for its  acceptance
and  recording in the Register (as defined in clause (d) below),  an  Assignment
and Acceptance,  together with a processing and recordation fee of $3,500.  Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each  Assignment and Acceptance,  (x) the assignee  thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such  Assignment and  Acceptance,  have the
rights  and  obligations  of a  Lender  hereunder  and (y) the  Lender  assignor
thereunder shall, to the extent that rights and obligations  hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its  obligations  under this Agreement (and, in the case of
an  Assignment  and  Acceptance  covering  all or the  remaining  portion  of an
assigning  Lender's  rights and obligations  under this  Agreement,  such Lender
shall cease to be a party hereto).

     (b) By executing and  delivering an Assignment and  Acceptance,  the Lender
assignor  thereunder and the assignee  thereunder confirm to and agree with each
other and the other  parties  hereto as  follows:  (i) other than as provided in
such Assignment and Acceptance,


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such  assigning  Lender  makes no  representation  or  warranty  and  assumes no
responsibility  with respect to any  statements,  warranties or  representations
made  in or in  connection  with  this  Agreement  or the  execution,  legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto;  (ii) such assigning
Lender makes no representation  or warranty and assumes no  responsibility  with
respect  to the  financial  condition  of any  Borrower  or the  performance  or
observance by any Borrower of any of its obligations under this Agreement or any
other  instrument or document  furnished  pursuant  hereto;  (iii) such assignee
confirms that it has received a copy of this Agreement,  together with copies of
the financial  statements  referred to in Section 4.01 and such other  documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance;  (iv) such assignee will,
independently  and without reliance upon the Agent, such assigning Lender or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee;  (vi) such assignee appoints and authorizes the Agent to take
such  action as agent on its behalf and to exercise  such powers and  discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably  incidental thereto; and (vii)
such assignee  agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

     (c) Upon  its  receipt  of an  Assignment  and  Acceptance  executed  by an
assigning Lender and an assignee  representing that it is an Eligible  Assignee,
the Agent shall,  if such Assignment and Acceptance has been completed and is in
substantially  the form of Exhibit B hereto,  (i)  accept  such  Assignment  and
Acceptance,  (ii) record the information  contained  therein in the Register and
(iii) give prompt notice thereof to the Company.

     (d) The Agent shall  maintain at its address  referred to in Section 8.02 a
copy of each  Assignment  and  Acceptance  delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and, with
respect to Lenders,  the  Commitment  of, and  principal  amount of the Advances
owing to,  each Lender  from time to time (the  "Register").  The entries in the
Register  shall be  conclusive  and binding for all  purposes,  absent  manifest
error, and each Borrower,  the Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender  hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Loan Parties or
any Lender at any reasonable  time and from time to time upon  reasonable  prior
notice.

     (e)  Notwithstanding  anything to the contrary contained herein, any Lender
(a "Granting  Lender") may grant to a special purpose funding vehicle (a "SPC"),
identified  as such in writing from time to time by the  Granting  Lender to the
Agent and the  Company,  the option to provide to the Company all or any part of
any Advance that such  Granting  Lender would  otherwise be obligated to make to
the Company  pursuant to this Agreement;  provided that (i) nothing herein shall
constitute  a commitment  by any SPC to make any Advance,  (ii) if an SPC elects
not to  exercise  such option or  otherwise  fails to provide all or any part of
such  Advance,  the  Granting  Lender  shall be  obligated  to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting


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Lender to the same extent,  and as if, such  Advance were made by such  Granting
Lender.  Each party hereto  agrees that no SPC shall be liable for any indemnity
or similar  payment  obligation  under this  Agreement  (all liability for which
shall remain with the Granting  Lender).  In furtherance of the foregoing,  each
party hereto hereby agrees (which  agreement  shall survive the  termination  of
this Agreement)  that,  prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any  SPC,  it will  not  institute  against,  or join  any  other  person  in
instituting  against,  such  SPC any  bankruptcy,  reorganization,  arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition,  notwithstanding  anything to the contrary contained
in this Section  8.07(e),  any SPC may (i) with notice to, but without the prior
written  consent of, the Company and the Agent and without paying any processing
fee  therefor,  assign all or a portion of its  interests in any Advances to the
Granting  Lender or to any financial  institutions  (consented to by the Company
and the Agent)  providing  liquidity and/or credit support to or for the account
of any SPC to support the funding or  maintenance  of Advances and (ii) disclose
on a confidential basis any non-public  information  relating to its Advances to
any rating agency,  commercial paper dealer or provider of any surety, guarantee
or credit or liquidity enhancement to such SPC.

     (f) Each  Lender  may,  upon  notice  to the Agent  and the  Company,  sell
participations  to one or more banks or other entities in or to all or a portion
of  its  rights  and  obligations  under  this  Agreement  (including,   without
limitation,  all or a portion of its  Commitment  and the Advances owing to it);
provided,  however,  that (i) such  Lender's  obligations  under this  Agreement
(including,   without  limitation,   its  Commitment   hereunder)  shall  remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such  obligations,  (iii) such Lender shall remain
the holder of any promissory  note issued or assigned to it hereunder,  (iv) the
Borrowers, the Guarantor, the Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations  under  this  Agreement  and  (v)  no  participant  under  any  such
participation  shall have any right to approve  any  amendment  or waiver of any
provision  of this  Agreement,  or any consent to any  departure by any Borrower
therefrom,  except to the extent that such  amendment,  waiver or consent  would
reduce the  principal  of, or  interest  on, the  Advances  or any fees or other
amounts  payable  hereunder,  in  each  case  to  the  extent  subject  to  such
participation,  or postpone any date fixed for any payment of  principal  of, or
interest on, the Advances or any fees or other  amounts  payable  hereunder,  in
each case to the extent subject to such participation.

     (g) Any Lender may, in connection with any assignment or  participation  or
proposed assignment or participation  pursuant to this Section 8.07, disclose to
the assignee or participant or proposed  assignee or participant any information
relating  to any Loan Party or any  Borrower  furnished  to such Lender by or on
behalf  of any Loan  Party or any  Borrower;  provided  that,  prior to any such
disclosure,  the assignee or  participant  or proposed  assignee or  participant
shall agree to preserve  the  confidentiality  of any  Confidential  Information
relating to the Loan Parties or the Borrowers received by it from such Lender.

     (h)  Notwithstanding  any other provision set forth in this Agreement,  any
Lender may at any time  create a security  interest in all or any portion of its
rights  under  this  Agreement  or any  promissory  note  issued to such  Lender
hereunder (including, without limitation, the


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Advances  owing to it) in favor of any Federal  Reserve Bank in accordance  with
Regulation A of the Board of Governors of the Federal Reserve System.

     SECTION  8.08.  Confidentiality.  Neither  the Agent nor any  Lender  shall
disclose any  Confidential  Information to any Person without the consent of the
Company,  other than (a) to the Agent's or such  Lender's  Affiliates  and their
officers, directors, employees, agents and advisors and to actual or prospective
assignees  and  participants,  and then  only on a  confidential  basis,  (b) as
required by any law, rule or regulation or judicial  process,  (c) to any rating
agency  when  required  by it and (d) as  requested  or  required  by any state,
federal  or  foreign   authority  or  examiner   regulating  banks  or  banking.
Notwithstanding  the foregoing and any other provision herein,  the Loan Parties
and any Lender  (and each  employee,  representative  or other agent of the Loan
Parties and any Lender) may disclose to any and all Persons,  without limitation
of any kind, the U.S. federal income tax treatment and tax structure, if any, of
the transactions contemplated by this Agreement (the "Transactions"), other than
information for which  nondisclosure is reasonably  necessary in order to comply
with  applicable  securities  laws. For the purposes of this Section 8.08,  "tax
structure" is limited to any fact  relevant to  understanding  the U.S.  federal
income  tax  treatment  of the  Transactions  and does not  include  information
relating to the identity of the Loan Parties.


     SECTION  8.09.  Governing  Law.  This  Agreement  shall be governed by, and
construed in accordance with, the law of the State of New York.


     SECTION 8.10. Execution in Counterparts.  This Agreement may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the same  agreement.
Delivery of an executed  counterpart  of a signature  page to this  Agreement by
telecopier shall be effective as delivery of a manually executed  counterpart of
this Agreement.


     SECTION 8.11. Jurisdiction, Etc.

     (a) Each of the  parties  hereto  hereby  irrevocably  and  unconditionally
submits,  for itself and its property,  to the nonexclusive  jurisdiction of any
New York State court or federal court of the United States of America sitting in
New York  City,  and any  appellate  court  from any  thereof,  in any action or
proceeding  arising out of or relating to this Agreement,  or for recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and  determined in any such New York State court or, to
the extent  permitted by law, in such federal court.  Each of the parties hereto
agrees  that a  final  judgment  in any  such  action  or  proceeding  shall  be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall affect any
right  that any  party may  otherwise  have to bring  any  action or  proceeding
relating to this Agreement in the courts of any jurisdiction.


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     (b) Each of the parties hereto irrevocably and  unconditionally  waives, to
the fullest  extent it may legally and  effectively do so, any objection that it
may now or  hereafter  have to the  laying  of  venue  of any  suit,  action  or
proceeding arising out of or relating to this Agreement in any New York State or
federal  court  sitting  in New York City.  Each of the  parties  hereto  hereby
irrevocably  waives,  to the fullest extent  permitted by law, the defense of an
inconvenient  forum to the  maintenance of such action or proceeding in any such
court.


     SECTION 8.12. WAIVER OF JURY TRIAL. EACH BORROWER, THE GUARANTOR, THE AGENT
AND THE  LENDERS  HEREBY  IRREVOCABLY  WAIVE  ALL  RIGHT TO TRIAL BY JURY IN ANY
ACTION,   PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED  ON  CONTRACT,  TORT  OR
OTHERWISE)  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR THE ACTIONS OF THE
AGENT  OR  ANY  LENDER  IN  THE  NEGOTIATION,  ADMINISTRATION,   PERFORMANCE  OR
ENFORCEMENT THEREOF.


     SECTION 8.13.  USA PATRIOT Act.  Each Lender hereby  notifies each Borrower
that pursuant to the  requirements  of the USA PATRIOT Act (Title III of Pub. L.
107-56  (signed  into law October  26,  2001))  (the  "Act"),  it is required to
obtain,  verify and record  information  that  identifies the  Borrowers,  which
information includes the name and address of the Borrowers and other information
that will allow such Lender to identify  the  Borrowers in  accordance  with the
Act.


                                   ARTICLE IX

                                COMPANY GUARANTEE

     SECTION 9.01. Company Guarantee.  Subject to the provisions of this Article
IX, the Company  unconditionally  and irrevocably  guarantees to each Lender and
the Agent and their respective  successors and assigns,  that: (i) the principal
of, premium,  if any, and interest on the Advances to each Borrowing  Subsidiary
and, following the Substitution Date, the Guarantor (each a "Guaranteed  Party")
and any promissory  notes issued by any Guaranteed  Party hereunder will be duly
and punctually paid in full when due, whether at maturity,  by acceleration,  by
redemption or otherwise, and interest on overdue principal, and premium, if any,
and (to the extent  permitted by law) interest on any  interest,  if any, on the
Advances and all other  obligations of the Guaranteed  Parties to the Lenders or
the Agent hereunder (including fees and expenses) will be promptly paid in full,
all in accordance  with the terms  hereof;  and (ii) in case of any extension of
time of payment or renewal of any of the Advances to any Guaranteed Party or any
of such other  obligations,  the same will be promptly  paid in full when due or
performed in accordance  with the terms of the extension or renewal,  whether at
stated maturity,  by acceleration or otherwise.  Failing payment when due of any
amount so  guaranteed,  or failing  performance  of any other  obligation of the
Guaranteed Parties to the Lenders or the Agent, for whatever reason, the Company
will be obligated to pay, or to perform or to cause the performance of, the same
immediately.  An Event of Default under this Agreement shall constitute an event
of default under this Guarantee, and shall entitle the Lenders to accelerate the
obligations of the


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Company  under this  Guarantee  in the same manner and to the same extent as the
obligations of the Guaranteed Parties.

     The Company hereby agrees that its  obligations  under this Guarantee shall
be unconditional,  irrespective of the validity, regularity or enforceability of
this Agreement,  any Designation Letter or the Substitution  Letter, the absence
of any  action to enforce  the same,  any waiver or consent by any Lender or the
Agent of this Agreement any Designation Letter or the Substitution  Letter, with
respect to any thereof,  the entry of any judgment against any Guaranteed Party,
any action to enforce the same or any other  circumstance  which might otherwise
constitute a legal or equitable discharge or defense of the Company. The Company
hereby waives and relinquishes:  (a) any right to require the Agent, the Lenders
or any  Guaranteed  Party (each,  a "Benefitted  Party") to proceed  against any
Guaranteed  Party or any other  Person or to  proceed  against  or  exhaust  any
security held by a Benefitted Party at any time or to pursue any other remedy in
any secured party's power before proceeding against the Company; (b) any defense
that  may  arise  by  reason  of the  incapacity,  lack of  authority,  death or
disability  of any other Person or Persons or the failure of a Benefitted  Party
to file or enforce a claim against the estate (in administration,  bankruptcy or
any other  proceeding) of any other Person or Persons;  (c) demand,  protest and
notice of any kind (except as expressly  required by this Agreement),  including
but not limited to notice of the existence,  creation or incurring of any new or
additional  Debt or obligation or of any action or non-action on the part of the
Company,  any  Benefitted  Party,  any creditor of the Company or any Guaranteed
Party or on the part of any  other  Person  whomsoever  in  connection  with any
obligations  the performance of which are guaranteed  under this Guarantee;  (d)
any defense based upon an election of remedies by a Benefitted Party,  including
but not  limited to an  election  to proceed  against  the  Company or any other
Guaranteed  Party for  reimbursement;  (e) any defense based upon any statute or
rule of law which  provides  that the  obligation  of a surety  must be  neither
larger  in  amount  nor in  other  respects  more  burdensome  than  that of the
principal;  (f) any defense arising because of a Benefitted Party's election, in
any  proceeding  instituted  under the  Bankruptcy  Code, of the  application of
Section  1111(b)(2)  of the  Bankruptcy  Code;  and (g) any defense based on any
borrowing or grant of a security  interest  under Section 364 of the  Bankruptcy
Code.  The Company  hereby  covenants that this Guarantee will not be discharged
except by payment in full of all principal, premium, if any, and interest on the
Advances made to each  Guaranteed  Party and all other costs  provided for under
this  Agreement  in respect  thereof.  This is a Guarantee of payment and not of
collectibility.

     If any Lender or the Agent is required by any court or  otherwise to return
to either  the  Company  or any  Guaranteed  Party,  or any  trustee  or similar
official acting in relation to either the Company or any Guaranteed  Party,  any
amount paid by the Company or any Guaranteed  Party to the Agent or such Lender,
this Guarantee,  to the extent  theretofore  discharged,  shall be reinstated in
full force and effect.  The  Company  agrees that it will not be entitled to any
right of  subrogation  in relation to the Lenders or the Agent in respect of any
obligations  guaranteed  under  this  Guarantee  until  payment  in  full of all
obligations  guaranteed  hereby.  The Company agrees that, as between it, on the
one hand, and the Lenders and the Agent,  on the other hand, (x) the maturity of
the obligations  guaranteed  under this Guarantee may be accelerated as provided
in  Article  VI  hereof  for the  purposes  hereof,  notwithstanding  any  stay,
injunction or other  prohibition  preventing such acceleration in respect of the
obligations


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guaranteed  hereby, and (y) in the event of any acceleration of such obligations
as  provided  in Article VI hereof,  such  obligations  (whether  or not due and
payable) shall forthwith  become due and payable by such Company for the purpose
of this Guarantee.


                                    ARTICLE X

                              SUBSIDIARY GUARANTEE


     SECTION  10.01.  Subsidiary  Guarantee.  Subject to the  provisions of this
Article X, the  Guarantor  unconditionally  and  irrevocably  guarantees to each
Lender and the Agent and their respective successors and assigns,  that: (i) the
principal of,  premium,  if any, and interest on the Advances and any promissory
note issued hereunder will be duly and punctually paid in full when due, whether
at maturity,  by  acceleration,  by  redemption  or  otherwise,  and interest on
overdue  principal,  and premium,  if any, and (to the extent  permitted by law)
interest on any interest,  if any, on the Advances,  any promissory  note issued
hereunder and all other  obligations  of the Company to the Lenders or the Agent
hereunder  (including  fees and expenses)  will be promptly paid in full, all in
accordance  with the terms hereof;  and (ii) in case of any extension of time of
payment or renewal of any of the Advances or any of such other obligations,  the
same will be promptly paid in full when due or performed in accordance  with the
terms of the extension or renewal,  whether at stated maturity,  by acceleration
or otherwise.  Failing payment when due of any amount so guaranteed,  or failing
performance of any other  obligation of the Company to the Lenders or the Agent,
for whatever reason, the Guarantor will be obligated to pay, or to perform or to
cause the performance of, the same  immediately.  An Event of Default under this
Agreement shall  constitute an event of default under this Guarantee,  and shall
entitle the Lenders to accelerate the  obligations  of the Guarantor  under this
Guarantee  in the same manner and to the same extent as the  obligations  of the
Company.

     The Guarantor hereby agrees that its obligations under this Guarantee shall
be unconditional,  irrespective of the validity, regularity or enforceability of
this  Agreement,  the absence of any action to enforce  the same,  any waiver or
consent  by any  Lender  or the  Agent of this  Agreement  with  respect  to any
thereof,  the entry of any judgment  against the Company,  any action to enforce
the same or any other circumstance  which might otherwise  constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby waives and
relinquishes:  (a) any  right to require  the Agent,  the Lenders or the Company
(each, a "Benefitted Person") to proceed against the Company or any other Person
or to proceed against or exhaust any security held by a Benefitted Person at any
time  or to  pursue  any  other  remedy  in any  secured  party's  power  before
proceeding  against the  Guarantor;  (b) any defense that may arise by reason of
the  incapacity,  lack of authority,  death or disability of any other Person or
Persons or the failure of a Benefitted Person to file or enforce a claim against
the estate (in administration,  bankruptcy or any other proceeding) of any other
Person or  Persons;  (c)  demand,  protest  and  notice of any kind  (except  as
expressly  required by this  Agreement),  including but not limited to notice of
the existence, creation or incurring of any new or additional Debt or obligation
or of any action or non-action on the part of the  Guarantor,  the Company,  any
Benefitted Person, any creditor of the Guarantor,  the Company or on the part of
any other Person  whomsoever in connection  with any obligations the performance
of which are guaranteed under this Guarantee; (d) any defense based


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upon an election of remedies by a Benefitted  Person,  including but not limited
to an  election to proceed  against the  Guarantor  for  reimbursement;  (e) any
defense based upon any statute or rule of law which provides that the obligation
of a  surety  must be  neither  larger  in  amount  nor in other  respects  more
burdensome  than that of the  principal;  (f) any defense  arising  because of a
Benefitted Person's election,  in any proceeding instituted under the Bankruptcy
Code, of the application of Section  1111(b)(2) of the Bankruptcy  Code; and (g)
any defense based on any borrowing or grant of a security interest under Section
364 of the Bankruptcy  Code. The Guarantor  hereby covenants that this Guarantee
will not be discharged except by payment in full of all principal,  premium,  if
any, and  interest on the  Advances and all other costs  provided for under this
Agreement. This is a Guarantee of payment and not of collectibility.

     If any Lender or the Agent is required by any court or  otherwise to return
to either  the  Company or the  Guarantor,  or any  trustee or similar  official
acting in relation to either the  Company or the  Guarantor,  any amount paid by
the Company or the Guarantor to the Agent or such Lender, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. The
Guarantor  agrees that it will not be entitled  to any right of  subrogation  in
relation  to the Lenders or the Agent in respect of any  obligations  guaranteed
under this Guarantee until payment in full of all obligations guaranteed hereby.
The Guarantor  agrees that, as between it, on the one hand,  and the Lenders and
the Agent,  on the other hand,  (x) the maturity of the  obligations  guaranteed
under this Guarantee may be accelerated as provided in Article VI hereof for the
purposes  hereof,  notwithstanding  any stay,  injunction  or other  prohibition
preventing such  acceleration in respect of the obligations  guaranteed  hereby,
and (y) in the event of any  acceleration  of such  obligations  as  provided in
Article VI hereof,  such  obligations  (whether  or not due and  payable)  shall
forthwith  become due and  payable  by such  Guarantor  for the  purpose of this
Guarantee.


     SECTION 10.02. Limitation of Guarantor's Liability.  The Guarantor,  and by
its acceptance hereof, each Lender,  hereby confirms that it is the intention of
the parties hereto that this  Guarantee not constitute a fraudulent  transfer or
conveyance  for  purposes  of  the  Bankruptcy  Code,  the  Uniform   Fraudulent
Conveyance  Act, the Uniform  Fraudulent  Transfer Act or any similar Federal or
State law. To effectuate the foregoing intention,  the Lenders and the Guarantor
hereby  irrevocably  agree  that the  obligations  of the  Guarantor  under this
Article X shall be limited to the maximum amount as will, after giving effect to
all other  contingent  and fixed  liabilities  of the  Guarantor,  result in the
obligations of the Guarantor  under the Guarantee not  constituting a fraudulent
transfer or conveyance under federal or state law.


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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

                                      THE PEPSI BOTTLING GROUP, INC.,
                                      as Borrower


                                      By: /s/ Nicholas J. D'Alessandro
                                          ----------------------------
                                          Name: Nicholas J. D'Alessandro
                                          Title: Vice President and Treasurer


                                      BOTTLING GROUP, LLC,
                                      as Guarantor


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


                                      JPMORGAN CHASE BANK,
                                      as Agent


                                      By: /s/ Laura J. Cumming
                                          --------------------
                                          Name: Laura J. Cumming
                                          Title: Vice President





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COMMITMENT                                 INITIAL LENDERS
----------                                 ---------------

$50,000,000                                BANK OF AMERICA, N.A.

                                           By: /s/David L. Catherall
                                               ---------------------
                                               Name: David L. Catherall
                                               Title: Vice President

$50,000,000                                CITICORP USA, INC.

                                           By: /s/ Judith Green
                                               ----------------
                                               Name: Judith Green
                                               Title: Vice President

$50,000,000                                CREDIT SUISSE FIRST BOSTON,
                                           CAYMAN ISLANDS BRANCH

                                           By: /s/ Karl Studer
                                               ---------------
                                               Name: Karl Studer
                                               Title: Director

                                           By: /s/ Daniel Ludwig
                                               -----------------
                                               Name: Daniel Ludwig
                                               Title: Assistant Vice President

$50,000,000                                DEUTSCHE BANK AG
                                           NEW YORK BRANCH

                                           By: /s/ Thomas A. Foley
                                               -------------------
                                               Name: Thomas A. Foley
                                               Title: Director

                                           By: /s/ Sonja K. Satl
                                               -----------------
                                               Name: Sonia K. Satl
                                               Title: Vice President



                                 Initial Lenders
                                 ---------------


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<PAGE>



$50,000,000                                JPMORGAN CHASE BANK

                                           By: /s/ Laura J. Cumming
                                               --------------------
                                               Name: Laura J. Cumming
                                               Title: Vice President

$40,000,000                                LEHMAN BROTHERS BANK, FSB

                                           By: /s/ Gary T. Taylor
                                               ------------------
                                               Name: Gary T. Taylor
                                               Title: Vice President

$40,000,000                                THE NORTHERN TRUST COMPANY

                                           By: /s/ John A. Konstantos
                                               ----------------------
                                               Name: John A. Konstantos
                                               Title: Vice President

$35,000,000                                BANCO BILBAO VIZCAYA ARGENTARIA

                                           By: /s/ Anne-Maureen Sarfati
                                               ------------------------
                                               Name: Anne-Maureen Sarfati
                                               Title: Vice President
                                               Global Corporate Banking

                                           By: /s/ John Martini
                                               ----------------
                                               Name: John Martini
                                               Title: Vice President
                                                       Corporate Banking


                                 Initial Lenders
                                 ---------------


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<PAGE>



$35,000,000                                HSBC BANK USA


                                           By: /s/ William B. Murray
                                               ---------------------
                                               Name: William B. Murray
                                               Title: Senior Vice President

$25,000,000                                THE BANK OF NEW YORK

                                           By: /s/ Joanna S. Bellocq
                                               ---------------------
                                               Name: Joanna S. Bellocq
                                               Title: Vice President

$25,000,000                                ROYAL BANK OF CANADA

                                           By:
                                               ---------------------
                                               Name:
                                               Title:

                                           By: /s/ Suzanne Kaicher
                                               ---------------------
                                               Name: Suzanne Kaicher
                                               Title: Attorney-in-Fact

$20,000,000                                STATE STREET BANK AND
                                           TRUST COMPANY

                                           By: /s/ Juan G. Sierra
                                               ------------------
                                               Name: Juan G. Sierra
                                               Title: Assistant Vice President

$15,000,000                                COMERICA BANK

                                           By: /s/ Stacey V. Judd
                                               ------------------
                                               Name: Stacey V. Judd
                                               Title: Assistant Vice President

$15,000,000                                WELLS FARGO BANK,
                                           NATIONAL ASSOCIATION

                                           By: /s/ Caroline Gates
                                               ------------------
                                               Name: Caroline Gates
                                               Title: Vice President
$500,000,000 TOTAL OF THE COMMITMENTS


                                 Initial Lenders
                                 ---------------


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<PAGE>



                                                                      SCHEDULE 1


                                 LENDING OFFICES
                                 ---------------

==================== ============================= =============================
Lender               Domestic Lending Office       Eurodollar Lending Office
-------------------- ----------------------------- -----------------------------
BANK OF AMERICA, N.A 901 Main Street, 14th Floor   901 Main Street, 14th Floor
                     Dallas, Texas 75202           Dallas, Texas 75202
-------------------- ----------------------------- -----------------------------
Citicorp USA, Inc.   399 Park Avenue               399 Park Avenue
                     New York New York 10043       New York New York 10043
-------------------- ----------------------------- -----------------------------
CREDIT SUISSE        11 Madison Avenue             Credit Suisse First
FIRST BOSTON,        New York, New York, 10010     Boston Cayman Islands Branch
CAYMAN ISLANDS                                     c/-11 Madison Avenue
BRANCH                                             New York, New York 10010
-------------------- ----------------------------- -----------------------------
DEUTSCHE BANK AG     90 Hudson Street              90 Hudson Street
NEW YORK BRANCH      Mailstop JCY05-0511           Mailstop JCY05-0511
                     Jersey City, NJ 07302         Jersey City, NJ 07302
-------------------- ----------------------------- -----------------------------
JPMORGAN CHASE BANK  270 Park Avenue               270 Park Avenue
                     New York, New York 10017      New York,  New York 10017
-------------------- ----------------------------- -----------------------------
THE NORTHERN         50 South La Salle Street      50 South La Salle Street
TRUST COMPANY        Chicago, Illinois 60675       Chicago, Illinois 60675
-------------------- ----------------------------- -----------------------------
LEHMAN BROTHERS      745 7th Avenue, 16th Floor    745 7th Avenue, 16th Floor
BANK, FSB            New York, NY  10019           New York, NY  10019
-------------------- ----------------------------- -----------------------------
BANCO BILBAO         1345 Avenue of the Americas   1345 Avenue of the Americas
VIZCAYA ARGENTARIA   New York, New York 10105      New York, New York 10105
-------------------- ----------------------------- -----------------------------
HSBC BANK USA        452 Fifth Avenue              452 Fifth Avenue
                     New York, New York 10018      New York, New York 10018
-------------------- ----------------------------- -----------------------------
THE BANK OF NEW YORK One Wall Street               One Wall Street
                     New York, New York 10286      New York, New York 10286
-------------------- ----------------------------- -----------------------------
ROYAL BANK OF CANADA One Liberty Plaza             One Liberty Plaza
                     New York, NY 10006-1404       New York, NY 10006-1404
-------------------- ----------------------------- -----------------------------
STATE STREET BANK    225 Franklin Street           225 Franklin Street
AND TRUST COMPANY    Boston, MA 02110              Boston, MA 02110
-------------------- ----------------------------- -----------------------------
COMERICA BANK        500 Woodward Avenue,          500 Woodward Avenue,
                     9th Floor                     9th Floor
                     MC 3279                       MC 3279
                     Detroit, Michigan 48275-3279  Detroit, Michigan 48275-3279
-------------------- ----------------------------- -----------------------------
WELLS FARGO BANK,    70 E. 55th Street             70 E. 55th Street
NATIONAL ASSOCIATION New York, New York 10022      New York, New York 10022
==================== ============================= =============================



                                   Schedule I
                                   ----------

NY3:#7330584v6

<PAGE>



                                                                      SCHEDULE 2

                                PRICING SCHEDULE

--------------------------------------------------------------------------------
                                                                    Applicable
                     Applicable Facility                         Utilization Fee
Rating Level Period        Fee Rate         Applicable Margin         Rate 1
--------------------------------------------------------------------------------

       1                   6.0 bps             14.0 bps              5.0 bps
--------------------------------------------------------------------------------

       2                   7.0 bps             18.0 bps              5.0 bps
--------------------------------------------------------------------------------

       3                   8.0 bps             22.0 bps              5.0 bps
--------------------------------------------------------------------------------

       4                   9.0 bps             26.0 bps              10.0 bps
--------------------------------------------------------------------------------

       5                  12.5 bps             37.5 bps              10.0 bps
--------------------------------------------------------------------------------




__________________________________
1 Applicable if utilization exceeds 50% of Commitment amount.



                                   Schedule 2
                                   ----------


NY3:#7330584v6

<PAGE>



                                                                     EXHIBIT A-1

                 [FORM OF NOTICE OF REVOLVING CREDIT BORROWING]


JPMorgan Chase Bank, as Agent
  for the Lenders parties to the
  5-Year Credit Agreement
  referred to below
Loan & Agency Services
1111 Fannin, Floor 10
Houston, TX 77002
Attention:  Cherry Arnaez

With a copy to:
270 Park Avenue
New York, NY 10017
Attention:  Buddy Wuthrich
                                                                          [Date]

Ladies and Gentlemen:

     The undersigned, The Pepsi Bottling Group, Inc. (the "Company"),  refers to
the 5-Year Credit Agreement,  dated as of April 28, 2004 (as amended or modified
from time to time, the "Credit Agreement",  the terms defined therein being used
herein as therein  defined),  among the  undersigned,  Bottling Group,  LLC (the
"Guarantor"),  certain  Lenders  parties  thereto and  JPMorgan  Chase Bank,  as
administrative agent for said Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit  Agreement  that the  undersigned  hereby
requests a Revolving  Credit Borrowing under the Credit  Agreement,  and in that
connection  sets forth below the information  relating to such Revolving  Credit
Borrowing (the  "Proposed  Revolving  Credit  Borrowing") as required by Section
2.02(a) of the Credit Agreement:

          (i) The  Business Day of the Proposed  Revolving  Credit  Borrowing is
          __________, ____.

          (ii) The Type of Advances  comprising  the Proposed  Revolving  Credit
          Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

          (iii) The aggregate amount of the Proposed  Revolving Credit Borrowing
          is $______.

          (iv) The  identity  of the  Borrower  is  __________,  a  ____________
          corporation.

          [(v)] [The initial  Interest  Period for each  Eurodollar Rate Advance
          made  as  part  of the  Proposed  Revolving  Credit  Borrowing  is ___
          month[s].]



                  Form of Notice of Revolving Credit Borrowing
                  --------------------------------------------


NY3:#7330584v6


<PAGE>


     The undersigned hereby certifies that the following  statements are true on
the date hereof,  and will be true on the date of the Proposed  Revolving Credit
Borrowing:

     (A) the  representations  and  warranties  contained in Section 4.01 of the
Credit Agreement (except the  representations  set forth in the last sentence of
subsection  (e) thereof and in  subsection  (f) thereof  (other than clause (ii)
thereof))  are correct in all  material  respects,  on and as of the date of the
Proposed  Revolving  Credit  Borrowing,  before and after  giving  effect to the
Proposed  Revolving  Credit  Borrowing  and to the  application  of the proceeds
therefrom, as though made on and as of such date; and

     (B) no event has  occurred  and is  continuing,  or would  result from such
Proposed  Revolving  Credit  Borrowing or from the  application  of the proceeds
therefrom, that constitutes a Default.


                                        Very truly yours,

                                        THE PEPSI BOTTLING GROUP, INC.


                                        By: _______________________________
                                            Name:
                                            Title:





                  Form of Notice of Revolving Credit Borrowing
                  --------------------------------------------


NY3:#7330584v6

                                       -2-
<PAGE>



                                                                     EXHIBIT A-2

                  [FORM OF NOTICE OF COMPETITIVE BID BORROWING]


JPMorgan Chase Bank, as Agent
  for the Lenders parties
  to the 5-Year Credit Agreement
  referred to below
Loan & Agency Services
1111 Fannin, Floor 10
Houston, TX 77002
Attention:  Cherry Arnaez

With a copy to:
270 Park Avenue
New York, NY 10017
Attention:  Buddy Wuthrich

                                                                          [Date]

Ladies and Gentlemen:

     The undersigned, The Pepsi Bottling Group, Inc. (the "Company"),  refers to
the 5-Year Credit Agreement,  dated as of April 28, 2004 (as amended or modified
from time to time, the "Credit Agreement",  the terms defined therein being used
herein as therein  defined),  among the  undersigned,  Bottling Group,  LLC (the
"Guarantor"),  certain  Lenders  parties  thereto and  JPMorgan  Chase Bank,  as
administrative  agent for said Lenders,  and hereby gives you notice pursuant to
Section 2.03 of the Credit  Agreement  that the  undersigned  hereby  requests a
Competitive  Bid Borrowing  under the Credit  Agreement,  and in that connection
sets forth the terms on which such  Competitive  Bid  Borrowing  (the  "Proposed
Competitive Bid Borrowing") is requested to be made:

       (A)  Date of Proposed
            Competitive Bid Borrowing                     ___________________
       (B)  Aggregate Amount of Proposed
            Competitive Bid Borrowing                     ___________________
       (C)  Maturity Date                                 ___________________
       (D)  Interest Rate Basis                           ___________________
       (E)  Interest Payment Date(s)                      ___________________
       (F)  Identity of Borrower                          ___________________


     The undersigned hereby certifies that the following  statements are true on
the date hereof,  and will be true on the date of the Proposed  Competitive  Bid
Borrowing:



                   Form of Notice of Competitive Bid Borrowing
                   -------------------------------------------


NY3:#7330584v6


<PAGE>



          (a) the  representations  and  warranties  contained  in Section  4.01
     (except the  representations  set forth in the last  sentence of subsection
     (e) thereof and in subsection (f) thereof (other than clause (ii) thereof))
     are correct in all material respects, on and as of the date of the Proposed
     Competitive  Bid Borrowing,  before and after giving effect to the Proposed
     Competitive Bid Borrowing and to the application of the proceeds therefrom,
     as though made on and as of such date; and

          (b) no event has occurred and is continuing,  or would result from the
     Proposed  Competitive Bid Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default.

     The undersigned hereby confirms that the Proposed Competitive Bid Borrowing
is to be made available to it in accordance  with Section  2.03(b) of the Credit
Agreement.

                                        Very truly yours,

                                        THE PEPSI BOTTLING GROUP, INC.


                                        By:___________________________
                                           Name:
                                           Title:




                   Form of Notice of Competitive Bid Borrowing
                   -------------------------------------------

NY3:#7330584v6

                                       -2-
<PAGE>



                                                                     EXHIBIT A-3

                          [FORM OF EXTENSION AGREEMENT]


The Pepsi Bottling Group, Inc.
One Pepsi Way
Somers, New York 10589
Attention: Treasurer

JPMorgan Chase Bank, as Agent
  under the 5-Year Credit Agreement referred to below
Loan & Agency Services
1111 Fannin, Floor 10
Houston, TX 77002
Attention:  Cherry Arnaez

With a copy to:
270 Park Avenue
New York, NY 10017
Attention:  Buddy Wuthrich

                                                                          [DATE]

Ladies and Gentlemen:

     Each  undersigned  Lender  hereby  agrees to extend,  effective  on [insert
effective  date,  which  shall be no more  than 29 days  prior  to the  existing
Termination Date] (the "Extension  Date"), the Termination Date under the 5-Year
Credit  Agreement  dated as of  April 28,  2004  (as the  same  may be  amended,
supplemented  or otherwise  modified from time to time, the "Credit  Agreement")
among The Pepsi  Bottling  Group,  Inc.,  Bottling  Group,  LLC, the Lenders and
agents party thereto and JPMorgan  Chase Bank, as  administrative  agent for the
Lenders,  to [one year from the  effective  date of this  Extension  Agreement].
Terms defined in the Credit Agreement are used herein as therein defined.

     This  Agreement  may be  executed  by one or  more of the  parties  to this
Agreement on any number of separate  counterparts,  and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


                [Remainder of this page intentionally left blank]




                          Form of Extension Agreement
                           ---------------------------


NY3:#7330584v6

<PAGE>



                                                                       EXHIBIT B

                        FORM OF ASSIGNMENT AND ACCEPTANCE

     Reference is made to the 5-Year Credit Agreement dated as of April 28, 2004
(as amended or modified from time to time,  the "Credit  Agreement"),  among THE
PEPSI BOTTLING GROUP,  INC., a Delaware  corporation (the  "Company"),  Bottling
Group, LLC (the  "Guarantor"),  the Lenders (as defined in the Credit Agreement)
and JPMorgan Chase Bank, as administrative  agent for the Lenders (the "Agent").
Terms defined in the Credit Agreement are used herein with the same meaning.

     The "Assignor" and the "Assignee" referred to on Schedule 1 hereto agree as
follows:

     (1) The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby  purchases  and  assumes  from the  Assignor,  an  interest in and to the
Assignor's  rights and  obligations  under the Credit  Agreement  as of the date
hereof  (other  than in  respect  of  Competitive  Bid  Advances)  equal  to the
percentage interest specified on Schedule 1 hereto of all outstanding rights and
obligations under the Credit Agreement (other than in respect of Competitive Bid
Advances).  After  giving  effect to such sale and  assignment,  the  Assignee's
Commitment and the amount of the Revolving Credit Advances owing to the Assignee
will be as set forth on Schedule 1 hereto.

     (2) The  Assignor  (i)  represents  and  warrants  that it is the legal and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty  and  assumes  no  responsibility   with  respect  to  any  statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability,  genuineness,  sufficiency
or value of the Credit Agreement or any other  instrument or document  furnished
pursuant  thereto;  and (iii) makes no representation or warranty and assumes no
responsibility  with  respect to the  financial  condition of the Company or the
performance  or  observance  by the  Company  of any of its  obligations  or the
obligations of any Borrower under the Credit  Agreement or any other  instrument
or document furnished pursuant thereto.

     (3) The  Assignee  (i)  confirms  that it has received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
Section 4.01 thereof and such other  documents and  information as it has deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Acceptance;  (ii) agrees that it will,  independently and without
reliance  upon the Agent,  the  Assignor  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iii)  confirms that it is an Eligible  Assignee;  (iv) appoints and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers and  discretion  under the Credit  Agreement as are delegated to the
Agent by the terms  thereof,  together  with such powers and  discretion  as are
reasonably  incidental  thereto;  (v) agrees that it will perform in  accordance
with  their  terms  all of the  obligations  that  by the  terms  of the  Credit
Agreement are required to be performed by it as a Lender;  and (vi)



                        Form of Assignment and Acceptance
                        ---------------------------------


NY3:#7330584v6



<PAGE>



attaches any U.S.  Internal Revenue Service forms required under Section 2.14 of
the Credit Agreement.

     (4) Following the execution of this Assignment and  Acceptance,  it will be
delivered to the Agent for acceptance and recording by the Agent.  The effective
date for this Assignment and Acceptance (the "Effective Date") shall be the date
of  acceptance  hereof by the Agent,  unless  otherwise  specified on Schedule 1
hereto.

     (5) Upon such  acceptance  and recording by the Agent,  as of the Effective
Date,  (i) the  Assignee  shall be a party to the Credit  Agreement  and, to the
extent  provided  in  this  Assignment  and  Acceptance,  have  the  rights  and
obligations of a Lender  thereunder and (ii) the Assignor  shall,  to the extent
provided  in this  Assignment  and  Acceptance,  relinquish  its  rights  and be
released from its obligations under the Credit Agreement.

     (6) Upon such  acceptance  and  recording by the Agent,  from and after the
Effective Date, the Agent shall make all payments under the Credit  Agreement in
respect of the interest  assigned hereby  (including,  without  limitation,  all
payments of principal,  interest and facility fees with respect  thereto) to the
Assignee.  The Assignor and Assignee shall make all  appropriate  adjustments in
payments  under the Credit  Agreement for periods  prior to the  Effective  Date
directly between themselves.

     (7) This  Assignment and Acceptance  shall be governed by, and construed in
accordance with, the law of the State of New York.

     (8) This  Assignment  and  Acceptance  may be  executed  in any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier  shall
be effective as delivery of a manually  executed  counterpart of this Assignment
and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this  Assignment and Acceptance to be executed by their officers  thereunto duly
authorized as of the date specified thereon.



                        Form of Assignment and Acceptance
                        ---------------------------------


NY3:#7330584v6

                                      -2-
<PAGE>



                                   Schedule 1
                                       to
                            Assignment and Acceptance



Percentage interest assigned:                                               ___%

Assignee's Commitment:                                               $__________

Aggregate outstanding principal
amount of Revolving Credit Advances assigned:                        $__________

Effective Date 2:                                          _______________, ____

                                                 [NAME OF ASSIGNOR], as Assignor

                                                 By
                                                 Title:

                                                 Dated:             ,

                                                 [NAME OF ASSIGNEE], as Assignee

                                                 By
                                                 Title:

                                                 Dated:             ,

                                                 Domestic Lending Office:
                                                          [Address]

                                                 Eurodollar Lending Office:
                                                          [Address]




__________________________________
2 This date should be no earlier than five  Business  Days after the delivery of
this Assignment and Acceptance to the Agent.



                     Schedule 1 to Assignment and Acceptance
                     ---------------------------------------


NY3:#7330584v6


<PAGE>



Accepted and Approved this
____ day of ________, ____

JPMORGAN CHASE BANK, as Agent



By: ___________________________________
    Name:
    Title:


Approved this ____ day
of ________, ____

THE PEPSI BOTTLING GROUP, INC.



By: ___________________________________
    Name:
    Title:



                     Schedule 1 to Assignment and Acceptance
                     ---------------------------------------


NY3:#7330584v6

                                       -2-
<PAGE>



                                                                     EXHIBIT C-1


      [FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY AND THE GUARANTOR]


                                                                [Effective Date]



To each of the Lenders parties
to the 5-Year Credit Agreement dated
as of April 28, 2004
among The Pepsi Bottling Group, Inc.,
said Lenders and JPMorgan Chase Bank,
as Agent for said Lenders, and
to JPMorgan Chase Bank, as Agent


                         The Pepsi Bottling Group, Inc.
                         ------------------------------


Ladies and Gentlemen:

     This  opinion is furnished  to you  pursuant to Section  3.01(g)(v)  of the
5-Year Credit  Agreement,  dated as of April 28, 2004 (the "Credit  Agreement"),
among The Pepsi Bottling Group, Inc. (the "Company"),  Bottling Group, LLC, (the
"Guarantor"),  the Lenders parties thereto and JPMorgan Chase Bank, as Agent for
said Lenders,  providing for  extensions of credit to be made by said Lenders to
the Company in an aggregate  principal  amount at any one time outstanding of up
to  $500,000,000.  Terms  defined in the  Credit  Agreement  are used  herein as
therein defined.

     I am the  General  Counsel of the  Company and have acted as counsel to the
Company and the Guarantor in connection with the Credit Agreement. In connection
with this opinion, I have examined:

     (1) The Credit Agreement.

     (2) The documents  furnished by the Company and the  Guarantor  pursuant to
subsections 3.01(g)(i)-(iv) of the Credit Agreement.

     (3) The Articles of Incorporation of the Company and all amendments thereto
(the "Charter").



      Form of Opinion of General Counsel for the Company and the Guarantor
      --------------------------------------------------------------------


NY3:#7330584v6


<PAGE>



     (4) The by-laws of the Company and all amendments thereto (the "By-laws").

     (5)  A  certificate   of  the   Secretary  of  State  of  Delaware,   dated
_______________,  2004,  attesting to the continued corporate existence and good
standing of the Company in that State.

     (6) The Amended and Restated  Limited  Liability  Company  Agreement of the
Guarantor,  dated as of March 30,  1999,  and all  amendments  thereto (the "LLC
Agreement").

     (7) The  Certificate  of  Formation  of the  Guarantor  and all  amendments
thereto (the "Certificate of Formation").

     (8) A certificate  of the Secretary of State of Delaware  dated  _________,
2004, attesting to the continued existence and good standing of the Guarantor in
that State.

     (9)  Resolutions of the Board of Directors of the Company  adopted on April
26, 1999 and September 5, 2002.

     (10) Resolutions of the Managing Directors of the Guarantor adopted on June
4, 1999.

     In  addition,  I have  examined  the  originals,  or  copies  certified  or
otherwise identified to my satisfaction,  of such other corporate records of the
Company and the Guarantor,  certificates of public  officials and of officers of
the Company and the Guarantor, and agreements,  instruments and other documents,
as I have deemed  necessary as a basis for the opinions  expressed below. I have
assumed the due execution and delivery,  pursuant to due  authorization,  of the
Credit Agreement by the Initial Lenders and the Agent.

     The  opinions  expressed  below are  limited to the law of the State of New
York, the Delaware corporate law, the Federal law of the United States and, with
respect to  paragraphs 1 and 2 and clauses (i), (ii) and (iii)(a) of paragraph 3
only, the Delaware General  Corporation Law and the Delaware  Limited  Liability
Company Act.

     Based  upon the  foregoing  and upon such  investigation  as I have  deemed
necessary  and  subject  to the  qualifications  set forth  herein,  I am of the
following opinion:

     (1) The Company is a  corporation  validly  existing  and in good  standing
under the laws of the State of Delaware.

     (2) The Guarantor is a limited  liability  company validly  existing and in
good standing under the laws of the state of Delaware.

     (3)  The  execution,  delivery  and  performance  by the  Company  and  the
Guarantor of the Credit  Agreement (i) are within the Company's  corporate,  and
the  Guarantor's  limited  liability  company,   powers,  (ii)  have  been  duly
authorized by all necessary corporate, or limited liability company, action, and
(iii) do not contravene (a) the Charter or the Bylaws of the


      Form of Opinion of General Counsel for the Company and the Guarantor
      --------------------------------------------------------------------

NY3:#7330584v6

                                      -2-
<PAGE>



Company or the LLC Agreement or Certificate of Formation of the Guarantor or (b)
to the best of my knowledge (1) any United States Federal or New York State law,
rule or  regulation  applicable  to the  Company  or the  Guarantor  (including,
without  limitation,  Regulation  X of the  Board of  Governors  of the  Federal
Reserve  System) or (2) any  contractual or legal  restriction  contained in any
material judgment, decree, mortgage, agreement, indenture or other instrument to
which the Company or the  Guarantor is a party.  The Credit  Agreement  has been
duly executed and delivered on behalf of the Company and the Guarantor.

     (4) No  authorization,  approval  or other  action  by, and no notice to or
filing with, any  governmental  authority or regulatory body of the State of New
York or the Federal  government  of the United  States is  required  for the due
execution,  delivery  and  performance  by the Company or the  Guarantor  of the
Credit Agreement.

     (5) The Credit  Agreement is a valid and binding  obligation of the Company
and  the  Guarantor  enforceable  against  the  Company  and  the  Guarantor  in
accordance with its terms.

     (6) To the best of my knowledge  and except as  disclosed in the  Company's
consolidated  financial  statements,  there are no pending or overtly threatened
actions or proceedings  against the Company or any of its  Subsidiaries,  before
any  court,  governmental  agency or  arbitrator  that  purport  to  affect  the
legality,  validity, binding effect or enforceability of the Credit Agreement or
that are likely to have a materially adverse effect upon the financial condition
or operations of the Company or any of its Subsidiaries.

The opinions set forth above are subject to the following qualifications:

     (1) My  opinion  in  paragraph  5 above is  subject  to the  effect  of any
applicable  bankruptcy,  insolvency,  reorganization,  moratorium or similar law
affecting creditors' rights generally.

     (2) My  opinion  in  paragraph  5 above is subject to the effect of general
principles of equity,  including,  without limitation,  concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law).

     (3) I  express  no  opinion  as to the  effect  (if  any) of the law of any
jurisdiction  (other  than the  State of New York)  wherein  any  Lender  may be
located or wherein enforcement of the Credit Agreement may be sought that limits
the rates of interest that such Lender may charge or collect.

     (4) I express no  opinion  as to the  effect of  Section  548 of the United
States Bankruptcy Code or any similar provision of State law.

     In all respects and for all purposes,  this opinion is given solely for the
benefit  of the Agent and the  Lenders  and may not be relied  upon by any other
person or entity without my prior written consent.

                                                               Very truly yours,



      Form of Opinion of General Counsel for the Company and the Guarantor
      --------------------------------------------------------------------

NY3:#7330584v6

                                      -3-
<PAGE>



                                                                     EXHIBIT C-2


           [Form of Opinion of Special New York Counsel for the Agent]




                                                                  April 28, 2004



To each of the Banks
 and the Agent party
 to the Credit Agreement referred to below

Ladies and Gentlemen:

     We have acted as  special  New York  counsel to  JPMorgan  Chase  Bank,  as
administrative  agent (in such  capacity,  the "Agent") in  connection  with the
5-Year  Credit  Agreement  dated as of April 28, 2004 (the "Credit  Agreement"),
among The Pepsi Bottling Group, Inc. (the "Borrower"),  Bottling Group, LLC (the
"Guarantor" and, together with the Borrower,  the "Credit  Parties"),  the banks
and other financial institutions from time to time parties thereto (the "Banks")
and the Agent.

     This opinion is furnished  to you  pursuant to Section  3.01(g)(vi)  of the
Credit Agreement.  Unless otherwise defined herein,  terms defined in the Credit
Agreement are used herein as therein defined.

     In arriving at the opinions expressed below, we have examined and relied on
the  Credit  Agreement  and we have made such  investigations  of law as we have
deemed appropriate for purposes of this opinion.

     In our  examination,  we have  assumed the  authenticity  of all  documents
submitted  to us  as  originals  and  the  conformity  with  authentic  original
documents of all documents  submitted to us as copies.  When relevant facts were
not independently  established,  we have relied upon  representations made in or
pursuant to the Credit Agreement.

     In rendering the opinions expressed below, we have assumed, with respect to
the Credit Agreement, that:

     (i) the  Credit  Agreement  has been  duly  authorized  by,  has been  duly
executed and  delivered  by, and (except to the extent set forth in the opinions
below as to the Credit


            Form of Opinion of Special New York Counsel for the Agent
            ---------------------------------------------------------

NY3:#7330584v6


<PAGE>



Parties)  constitutes the legal, valid,  binding and enforceable  obligation of,
all of the parties thereto;

     (ii) all signatories to the Credit Agreement have been duly authorized;

     (iii) all of the parties to the Credit  Agreement  are duly  organized  and
validly   existing  under  the  laws  of  their   respective   jurisdictions  of
incorporation and have the power and authority  (corporate or other) to execute,
deliver and perform the Credit Agreement.

     Based upon and subject to the  foregoing  and subject  also to the comments
and  qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions  expressed below, we are
of the  opinion  that the Credit  Agreement  constitutes  the  legal,  valid and
binding  obligation  of each of the Credit  Parties party  thereto,  enforceable
against such Credit Party in accordance with its terms, except as may be limited
by bankruptcy,  insolvency,  reorganization,  fraudulent conveyance or transfer,
moratorium  or other  similar  laws  relating  to or  affecting  the  rights  of
creditors  generally and except as the enforceability  thereof is subject to the
application of general principles of equity (regardless of whether considered in
a  proceeding  in  equity or at law),  including,  without  limitation,  (a) the
possible unavailability of specific performance,  injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith and
fair dealing.

     The  foregoing   opinions  are  subject  to  the  following   comments  and
qualifications:

     (A) The  enforceability  of Section 8.04(b) of the Credit  Agreement may be
limited by (i) laws rendering unenforceable  indemnification contrary to Federal
or state  securities  laws and the public policy  underlying  such laws and (ii)
laws  limiting  the  enforceability  of  provisions  releasing,  exculpating  or
exempting a party, or requiring  indemnification  of a party for,  liability for
its own action or inaction,  to the extent the action or inaction involves gross
negligence, recklessness, wilful misconduct or unlawful conduct.

     (B) The  enforceability of provisions in the Credit Agreement to the effect
that terms may not be waived or modified  except in writing may be limited under
certain circumstances.

     (C) We  express  no  opinion  as to (i)  the  effect  of  the  laws  of any
jurisdiction  in which any Bank is  located  (other  than the State of New York)
that  limit the  interest,  fees or other  charges  such Bank may  impose,  (ii)
Section 8.05 of the Credit  Agreement to the extent it purports to grant a right
of set-off, (iii) Section 8.11(a) of the Credit Agreement, insofar as it relates
to the subject matter  jurisdiction of any court of the United States of America
sitting in New York City to  adjudicate  any  controversy  related to the Credit
Agreement, (iv) Section 8.11(b) of the Credit Agreement insofar as it relates to
inconvenient  forum with respect to any Federal  court and (v) Section  10.02 of
the Credit Agreement.

     (D) We express no opinion as to the applicability to the obligations of the
Guarantor under Article X of the Credit Agreement (or the enforceability of such
obligations  under)  Section 548 of the Bankruptcy  Code,  Article 10 of the New
York  Debtor  and  Creditor


            Form of Opinion of Special New York Counsel for the Agent
            ---------------------------------------------------------

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                                      -2-
<PAGE>



Law or any other provision of law relating to fraudulent conveyances,  transfers
or  obligations,   or  the  provisions  of  the  law  of  the   jurisdiction  of
incorporation   of  the  Guarantor   restricting   dividends,   loans  or  other
distributions by a corporation for the benefit of its stockholders.

     The foregoing opinions are limited to matters involving the Federal laws of
the United States of America and the law of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction.

     This  opinion  letter is,  pursuant  to  Section 3.01(g)(vi)  of the Credit
Agreement,  provided to you by us in our capacity as special New York counsel to
the Agent and may not be relied upon by any Person for any purpose other than in
connection with the transactions  contemplated by the Credit Agreement  without,
in each instance, our prior written consent.

                                                               Very truly yours,


WFC/RJW



            Form of Opinion of Special New York Counsel for the Agent
            ---------------------------------------------------------

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                                      -3-
<PAGE>




                                                                       EXHIBIT D


                          [FORM OF DESIGNATION LETTER]

                                        ____________, ____


To JPMorgan Chase Bank
 as Agent

Attention: Cherry Arnaez

Ladies and Gentlemen:

     We make reference to the 5-Year Credit Agreement (as amended,  supplemented
and otherwise modified and in effect from time to time, the "Credit  Agreement")
dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"),
Bottling Group, LLC (the  "Guarantor"),  JPMorgan Chase Bank, as  administrative
agent (the "Agent"), and the banks party thereto (the "Initial Lenders").  Terms
defined in the Credit Agreement are used herein as defined therein.

     The   Company   hereby   designates    [______________]   (the   "Borrowing
Subsidiary"),  a Subsidiary of the Company and a corporation  duly  incorporated
under the laws of  [_______________]  as a Borrower in  accordance  with Section
2.17 of the Credit  Agreement until such designation is terminated in accordance
with said Section 2.17.

     The Borrowing  Subsidiary  hereby accepts the above  designation and hereby
expressly and  unconditionally  accepts the  obligations of a Borrower under the
Credit Agreement,  adheres to the Credit Agreement and agrees and confirms that,
upon your  execution  and  return to the  Company of the  enclosed  copy of this
letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit
Agreement  and agrees to be bound by and  perform  and comply with the terms and
provisions  of the Credit  Agreement  applicable  to it as if it had  originally
executed the Credit  Agreement as a Borrower.  The Borrowing  Subsidiary  hereby
authorizes  and  empowers  the  Company  to  act  as  its   representative   and
attorney-in-fact  for the purposes of signing documents and giving and receiving
notices  (including  notices of Borrowing under the Credit  Agreement) and other
communications  in connection  with the Credit  Agreement  and the  transactions
contemplated thereby and for the purposes of modifying or amending any provision
of the Credit  Agreement  and further  agrees that the Agent and each Lender may
conclusively rely on the foregoing authorization.

     The  Borrowing  Subsidiary   represents  and  warrants  that  each  of  the
representations and warranties set forth in Section 4.01(a) (as if the reference
therein to Delaware were a reference to its jurisdiction of organization),  (b),
(c) and (d) of the Credit Agreement are true as if each reference therein to the
Company were a reference to the Borrowing Subsidiary



                           Form of Designation Letter
                           --------------------------

NY3:#7330584v6


<PAGE>



and as if each reference  therein to the Loan Documents were a reference to this
Designation Letter.

     The Borrowing Subsidiary hereby agrees that this Designation Letter and the
Credit Agreement shall be governed by, and construed in accordance with, the law
of the  State of New  York.  The  Borrowing  Subsidiary  hereby  submits  to the
nonexclusive  jurisdiction  of any New York state court or Federal  court of the
United States of America  sitting in New York City, and any appellate court from
any  thereof,  in any action or  proceeding  arising  out of or relating to this
Designation  Letter,  the Credit  Agreement or for recognition or enforcement of
any judgment. The Borrowing Subsidiary irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such  proceeding  brought in such a court and any claim that
any such proceeding  brought in such a court has been brought in an inconvenient
forum.  The Borrowing  Subsidiary  further agrees that service of process in any
such  action or  proceeding  brought  in New York may be made upon it by service
upon the Borrower at the "Address for Notices"  specified  below its name on the
signature pages to the Credit Agreement.

     Without  limiting the  foregoing,  the  Borrowing  Subsidiary  joins in the
submission,  agreements,  waivers and  consents in Section  8.11 and 8.12 of the
Credit Agreement.

                                        THE PEPSI BOTTLING GROUP, INC.


                                        By: _____________________________
                                            Name:
                                            Title:

                                        [NAME OF BORROWING SUBSIDIARY]


                                        By: ______________________________
                                            Name:
                                            Title:



                           Form of Designation Letter
                           --------------------------

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                                      -2-
<PAGE>



ACCEPTED:

JPMORGAN CHASE BANK,
 as Agent



By: ___________________________________
    Name:
    Title:




                           Form of Designation Letter
                           --------------------------

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                                      -3-
<PAGE>



                                                                       EXHIBIT E


                          [FORM OF SUBSTITUTION LETTER]


                                         ____________, ____


To JPMorgan Chase Bank
 as Agent

Attention: Cherry Arnaez

Ladies and Gentlemen:

     We make reference to the 5-Year Credit Agreement (as amended,  supplemented
and otherwise modified and in effect from time to time, the "Credit  Agreement")
dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"),
Bottling Group, LLC (the  "Guarantor"),  JPMorgan Chase Bank, as  administrative
agent (the "Agent"), and the banks party thereto (the "Initial Lenders").  Terms
defined in the Credit Agreement are used herein as defined therein.

     The Company  hereby elects to terminate its rights as a Borrower  under the
Credit  Agreement  and  designates  the  Guarantor  as  the  exclusive  Borrower
thereunder, in accordance with Section 2.17 of the Credit Agreement.

     The Guarantor  hereby accepts the above  substitution  and hereby expressly
and  unconditionally  accepts the  obligations  of the Company  under the Credit
Agreement,  adheres to the Credit  Agreement and agrees and confirms that, as of
the date  hereof,  the  Guarantor  shall  become a Borrower  for purposes of the
Credit Agreement and agrees to be bound by and perform and comply with the terms
and provisions of the Credit Agreement  applicable to it as if it had originally
executed the Credit Agreement as the Company.

     The Company and the Guarantor hereby represent and warrant to the Agent and
each Lender that,  before and after giving effect to this  Substitution  Letter,
(i) the  representations  and warranties set forth in Section 4.01 of the Credit
Agreement  (except  the  representations  set  forth  in the  last  sentence  of
subsection  (e) thereof and in  subsection  (f) thereof  (other than clause (ii)
thereof))  are true and correct in all material  respects on the date hereof and
after giving effect to the substitution contemplated hereby as if made on and as
of the date hereof and (ii) no Default has occurred and is continuing.

     The Company and the Guarantor  hereby agree that this  Substitution  Letter
shall be governed by, and construed in accordance  with, the law of the State of
New York.  The  Company  and the  Guarantor  hereby  submit to the  nonexclusive
jurisdiction  of the United States  District Court for the Southern  District of
New  York and of any New  York  state  court  sitting  in New




                           Form of Substitution Letter
                           ---------------------------

NY3:#7330584v6


<PAGE>



York City for the purposes of all legal  proceedings  arising out of or relating
to this Substitution Letter or the transactions contemplated hereby.

                                               THE PEPSI BOTTLING GROUP, INC.


                                               By:___________________________
                                                  Name:
                                                  Title:

                                               BOTTLING GROUP, LLC


                                               By:____________________________
                                                  Name:
                                                  Title:



                           Form of Substitution Letter
                           ---------------------------

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                                      -2-
<PAGE>



                                                                       EXHIBIT F


                          [FORM OF TERMINATION LETTER]




____________, ____


To JPMorgan Chase Bank,
 as Agent

Attention: Cherry Arnaez

Ladies and Gentlemen:

     We make reference to the 5-Year Credit Agreement (as amended,  supplemented
and otherwise modified and in effect from time to time, the "Credit  Agreement")
dated as of April 28,  2004 by and among The Pepsi  Bottling  Group,  Inc.  (the
"Company"),  Bottling  Group,  LLC (the  "Guarantor"),  JPMorgan  Chase Bank, as
administrative  agent, and the banks party thereto.  Terms defined in the Credit
Agreement are used herein as defined therein.

     The  Company  hereby  terminates  the status as a Borrowing  Subsidiary  of
[_______________],    a   corporation    incorporated    under   the   laws   of
[_______________],  in  accordance  with Section  2.17 of the Credit  Agreement,
effective as of the date of receipt of this notice by the Agent. The undersigned
hereby represents and warrants that all principal of and interest on any Advance
of the  above-referenced  Borrowing  Subsidiary and all other amounts payable by
such  Borrowing  Subsidiary  pursuant to the Credit  Agreement have been paid in
full on or  prior  to the  date  hereof.  Notwithstanding  the  foregoing,  this
Termination  Letter  shall not affect any  obligation  which by the terms of the
Credit Agreement survives termination thereof

                                                 THE PEPSI BOTTLING GROUP, INC.


                                                 By:  _________________________
                                                      Name:
                                                      Title:




                           Form of Termination Letter
                           --------------------------

NY3:#7330584v6