<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                               BOTTLING GROUP, LLC
                                  (as Obligor)

                                       and

                               JPMORGAN CHASE BANK
                                  (as Trustee)

                    $250,000,000 4 1/8% Senior Notes due 2015

               $250,000,000 4 1/8% Series B Senior Notes due 2015

                                    Indenture

                            Dated as of June 10, 2003

<PAGE>

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

Section 1.01.         Definitions...............................................................................      16

Section 1.02.         Officers' Certificates and Opinions.......................................................      26

Section 1.03.         Form of Documents Delivered to Trustee....................................................      27

Section 1.04.         Acts of Holders...........................................................................      27

Section 1.05.         Notices, Etc., to Trustee and Obligor.....................................................      28

Section 1.06.         Notice to Holders; Waiver.................................................................      29

Section 1.07.         Conflict with Trust Indenture Act.........................................................      29

Section 1.08.         Effect of Headings and Table of Contents..................................................      29

Section 1.09.         Successors and Assigns....................................................................      29

Section 1.10.         Separability Clause.......................................................................      29

Section 1.11.         Benefits of Indenture.....................................................................      29

Section 1.12.         Governing Law.............................................................................      29

Section 1.13.         Counterparts..............................................................................      30

Section 1.14.         Legal Holidays............................................................................      30

                                                      ARTICLE II
                                                      THE NOTES

Section 2.01.         Form and Dating...........................................................................      30

Section 2.02.         Execution and Authentication; Aggregate Principal Amount..................................      32

Section 2.03.         Temporary Notes...........................................................................      33

Section 2.04.         Registration, Transfer and Exchange.......................................................      33

Section 2.05.         Mutilated, Destroyed, Lost and Stolen Notes...............................................      39

Section 2.06.         Payment of Interest; Interest Rights Preserved............................................      39

Section 2.07.         Persons Deemed Owners.....................................................................      41

Section 2.08.         Cancellation..............................................................................      41

Section 2.09.         Computation of Interest...................................................................      41

Section 2.10.         CUSIP Numbers.............................................................................      41

Section 2.11.         Additional Interest under Registration Rights Agreement...................................      42

                                                      ARTICLE III
                                                SATISFACTION AND DISCHARGE

Section 3.01.         Satisfaction and Discharge of Indenture...................................................      42
</TABLE>

                                       1

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 3.02.         Defeasance and Discharge of Covenants upon Deposit of Moneys, U.S. Government Obligations....   43

Section 3.03.         Application of Trust Money...................................................................   44

Section 3.04.         Paying Agent to Repay Moneys Held............................................................   45

Section 3.05.         Return of Unclaimed Amounts..................................................................   45

                                                   ARTICLE IV
                                                    REMEDIES

Section 4.01.         Events of Default............................................................................   45

Section 4.02.         Acceleration of Maturity; Rescission and Annulment...........................................   47

Section 4.03.         Collection of Indebtedness and Suits for Enforcement.........................................   47

Section 4.04.         Trustee May File Proofs of Claim.............................................................   48

Section 4.05.         Trustee May Enforce Claims Without Possession of Notes.......................................   49

Section 4.06.         Application of Money Collected...............................................................   49

Section 4.07.         Limitation on Suits..........................................................................   49

Section 4.08.         Unconditional Right of Holders to Receive Payment of Principal, Premium and Interest.........   50

Section 4.09.         Restoration of Rights and Remedies...........................................................   50

Section 4.10.         Rights and Remedies Cumulative...............................................................   50

Section 4.11.         Delay or Omission Not Waiver.................................................................   50

Section 4.12.         Control by Holders...........................................................................   50

Section 4.13.         Waiver of Past Defaults......................................................................   51

Section 4.14.         Undertaking for Costs........................................................................   51

Section 4.15.         Waiver of Stay or Extension Laws.............................................................   51

                                                   ARTICLE V
                                                  THE TRUSTEE

Section 5.01.         Certain Duties and Responsibilities of Trustee...............................................   52

Section 5.02.         Notice of Defaults...........................................................................   53

Section 5.03.         Certain Rights of Trustee....................................................................   53

Section 5.04.         Not Responsible for Recitals or Issuance of Notes............................................   54

Section 5.05.         May Hold Notes...............................................................................   54

Section 5.06.         Money Held in Trust..........................................................................   54

Section 5.07.         Compensation and Reimbursement...............................................................   54
</TABLE>

                                       2

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 5.08.         Disqualification; Conflicting Interests...................................................      55

Section 5.09.         Corporate Trustee Required; Eligibility...................................................      55

Section 5.10.         Resignation and Removal; Appointment of Successor.........................................      56

Section 5.11.         Acceptance of Appointment by Successor....................................................      57

Section 5.12.         Merger, Conversion, Consolidation or Succession to Business...............................      57

Section 5.13.         Preferential Collection of Claims Against Obligor.........................................      57

Section 5.14.         Appointment of Authenticating Agent.......................................................      58

                                                   ARTICLE VI
                                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

Section 6.01.         Obligor to Furnish Trustee Names and Addresses of Holders.................................      59

Section 6.02.         Preservation of Information; Communications to Holders....................................      59

Section 6.03.         Reports by Trustee........................................................................      60

Section 6.04.         Reports by Obligor........................................................................      61

                                                   ARTICLE VII
                                    CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 7.01.         Obligor May Consolidate, Etc., Only on Certain Terms......................................      62

Section 7.02.         Successor Entity Substituted..............................................................      62

                                                   ARTICLE VIII
                                              SUPPLEMENTAL INDENTURES

Section 8.01.         Supplemental Indentures Without Consent of Holders........................................      63

Section 8.02.         Supplemental Indentures with Consent of Holders...........................................      64

Section 8.03.         Execution of Supplemental Indentures......................................................      64

Section 8.04.         Effect of Supplemental Indentures.........................................................      65

Section 8.05.         Conformity with Trust Indenture Act.......................................................      65

                                                      ARTICLE IX
                                                      COVENANTS

Section 9.01.         Payment of Principal, Premium and Interest................................................      65

Section 9.02.         Maintenance of Office or Agency...........................................................      65

Section 9.03.         Money for Note Payments to be Held in Trust...............................................      66

Section 9.04.         Certificate to Trustee....................................................................      66

Section 9.05.         Existence.................................................................................      67

Section 9.06.         Limitation on Liens.......................................................................      67
</TABLE>

                                       3

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 9.07.         Limitation on Sale-Leaseback Transactions.................................................      68

                                                            ARTICLE X
                                                       REDEMPTION OF NOTES

Section 10.01.        Election to Redeem; Notice to Trustee.....................................................       68

Section 10.02.        Selection by Trustee of Notes to be Redeemed..............................................       68

Section 10.03.        Notice of Redemption......................................................................       69

Section 10.04.        Deposit of Redemption Price...............................................................       70

Section 10.05.        Notes Payable on Redemption Date..........................................................       70

Section 10.06.        Notes Redeemed in Part....................................................................       70

Section 10.07.        Optional Redemption.......................................................................       70

Section 10.08.        Mandatory Redemption......................................................................       71

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

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

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

                                       4

<PAGE>

                  THIS INDENTURE, between Bottling Group, LLC, a Delaware
limited liability company (the "Obligor"), having its principal office at One
Pepsi Way, Somers, NY 10589, and JPMorgan Chase Bank, a banking corporation
incorporated and existing under the laws of the State of New York, as trustee
(the "Trustee"), is made and entered into as of this 10th day of June, 2003.

                            AGREEMENTS OF THE PARTIES

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

                             RECITALS OF THE OBLIGOR

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

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

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

                  (4) all references in this instrument to designated
"Articles," "Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this instrument as originally executed. The
words "herein," "hereof," and "hereunder" and other words of similar

                                       5

<PAGE>

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

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

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

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

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

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

                  "Authentication Order" has the meaning specified in Section
2.02.

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

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

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

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this

                                       6

<PAGE>

instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.

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

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

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

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

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

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

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

                                       7

<PAGE>

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

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with this Indenture in the
form of Exhibit A or B hereto, as applicable, except that such Note shall not
bear the Global Note Legend (or the "Schedule of Exchanges of Interests in the
Global Note" attached thereto), but may bear the Private Placement Legend, if
required by this Indenture.

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

                  "Discharged" has the meaning specified in Section 3.02.

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

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

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

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

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

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

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

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

                  "Exempted Debt" means the sum, without duplication, of the
following items outstanding as of the date Exempted Debt is being determined:
(a) Debt incurred after the date of

                                       8

<PAGE>

this Indenture and secured by Liens created or assumed or permitted to exist on
any Principal Property (as such term is defined with respect to the Obligor) or
on any shares of stock of any Restricted Subsidiary of the Obligor, other than
Debt secured by Liens described in clauses (1) through (7) of Section 9.06 and
(b) Attributable Debt of the Obligor and its Restricted Subsidiaries in respect
of all sale and lease-back transactions with regard to any Principal Property
(as such term is defined with respect to the Obligor) entered into pursuant to
Section 9.07(1).

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

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

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

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

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

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

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

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

                  "Issue Date" means June 10, 2003

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

                  "Lien" has the meaning specified in Section 9.06.

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

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

                                       9

<PAGE>

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

                  "Maturity Date" means June 15, 2015.

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

                  "Note" has the meaning specified in the Agreements of the
Parties on the first page of this Indenture.

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

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

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

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

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

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

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

                  (c) such Notes in exchange for or in lieu of which other Notes
         have been authenticated and delivered pursuant to this Indenture, or
         which shall have been paid, in each case, pursuant to the terms of
         Section 2.05 (except with respect to any such Note as

                                       10

<PAGE>

         to which proof satisfactory to the Trustee is presented that such Note
         is held by a person in whose hands such Note is a legal, valid, and
         binding obligation of the Obligor); and

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

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

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

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

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

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       12

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       13

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       14

<PAGE>

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

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

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

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

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

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

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

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

                                       15

<PAGE>

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

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

                  Section 1.03. Form of Documents Delivered to Trustee.

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

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

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

                  Section 1.04. Acts of Holders.

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

                  (2) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on

                                       16

<PAGE>

behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

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

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

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

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

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

                  (2) if to be furnished or delivered to the Obligor by the
Trustee or any Holder, and except as otherwise provided in Section 4.01(3),
mailed to the Obligor, first-class postage prepaid, at the following address:
c/o The Pepsi Bottling Group, Inc., One Pepsi Way, Somers, NY 10589, Attention:
Treasurer, or at any other address hereafter furnished in writing by the Obligor
to the Trustee.

                                       17

<PAGE>

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

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

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

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

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

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

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

                  Section 1.12. Governing Law. This Indenture shall be governed
by and construed in accordance with the laws of the State of New York, without
giving effect to rules governing the conflict of laws.

                                       18

<PAGE>

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

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

                                   ARTICLE II

                                    THE NOTES

                  Section 2.01. Form and Dating.

                  (1) General.

                  (i)      The Initial Notes and the Trustee's certificate of
         authentication thereon shall be substantially in the form of Exhibit A
         hereto. The Exchange Notes and the Trustee's certificate of
         authentication thereon shall be substantially in the form of Exhibit B
         hereto. The Notes may have notations, legends or endorsements placed
         thereon, as may be required to comply with law, stock exchange rule or
         DTC rule or usage, or as may, consistently herewith, be determined by
         the Officers executing such Notes, as evidenced by their execution of
         the Notes. Any portion of the text of any Note may be set forth on the
         reverse thereof, with an appropriate reference thereto on the face of
         the Note. Each Note shall be dated the date of its authentication.

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

                  (iii)    The terms and provisions contained in the Notes shall
         constitute, and are hereby expressly made, a part of this Indenture and
         the Obligor and the Trustee, by their execution and delivery of this
         Indenture expressly agree to such terms and provisions and to be bound
         thereby. However, to the extent any provision of any Note conflicts
         with the express provisions of this Indenture, the provisions of this
         Indenture shall govern and be controlling. Except as otherwise
         expressly permitted in this Indenture, all Notes shall be identical in
         all respects. Notwithstanding any differences among them, all Notes
         issued under this Indenture shall vote and consent together on all
         matters as one class.

                                       19

<PAGE>

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

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

                  (2) Global Notes.

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

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

                  (iii)    Each Global Note (a) shall be registered, in the name
         of the Depositary designated for such Global Note pursuant to Section
         2.04, or in the name of a nominee of such Depositary, (b) shall be
         deposited with the Trustee, as Custodian for the Depositary, and (c)
         shall bear a legend substantially as follows ("Global Note Legend"):

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS

                                       20

<PAGE>

         NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
         OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
         BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE.

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

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

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

                  Section 2.02. Execution and Authentication; Aggregate
Principal Amount.

                  (1) The Notes shall be executed on behalf of the Obligor by
any two Officers of the Obligor. The signature of any of these officers on the
Notes may be manual or facsimile. Typographical and other minor errors or
defects in any such signature shall not affect the validity or enforceability of
any Note that has been duly authenticated and delivered by the Trustee.

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

                                       21

<PAGE>

                  (3) The Trustee shall, upon receipt of a written order of the
Obligor signed by an Officer thereof (an "Authentication Order"), in accordance
with procedures acceptable to the Trustee set forth in the Authentication Order,
and subject to the provisions hereof, authenticate and deliver (1) the Initial
Notes in aggregate principal amount not to exceed $250,000,000, (2) Exchange
Notes for issue only in a Registered Exchange Offer, pursuant to the
Registration Rights Agreement, in exchange for Initial Notes for a like
principal amount and (3) Private Exchange Notes for issue pursuant to the
Registration Rights Agreement, in exchange for Initial Notes for a like
principal amount.

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

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

                  Section 2.03. Temporary Notes. Until certificates representing
Notes are ready for delivery, the Obligor may prepare and the Trustee, upon
receipt of an Authentication Order, shall authenticate and deliver temporary
Notes. Temporary Notes shall be substantially in the form of certificated Notes
but may have variations that the Obligor considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Obligor shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes.

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

                  Section 2.04. Registration, Transfer and Exchange.

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

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

                  (2) Transfer of Global Notes. Any other provision of this
Section 2.04 notwithstanding, unless and until it is exchanged in whole or in
part for Definitive Notes, a

                                       22

<PAGE>

Global Note representing all or a portion of the Notes may not be transferred
except as a whole by the Depositary to a nominee of such Depositary, or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary, or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.

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

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

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

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

                                       23

<PAGE>

         to give the Trustee notice of the date on which the Distribution
         Compliance Period terminates.

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

                  (3) Legends.

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

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

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

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

                                       24

<PAGE>

         IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
         ORIGINAL ISSUANCE OF THIS NOTE, THE HOLDER MUST, PRIOR TO SUCH
         TRANSFER, FURNISH TO THE TRUSTEE AND THE OBLIGOR SUCH CERTIFICATIONS,
         LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE
         INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
         EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT."

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

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

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

                  (4) Definitive Notes.

                  (i)      Notwithstanding any other provisions of this
         Indenture or the Notes, a Global Note may be exchanged for Notes
         registered in the names of any Person designated by the Depositary in
         the event that (a) the Depositary has notified the Obligor

                                       25

<PAGE>

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

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

                  (iii)    If, in accordance with this Section 2.04(4), Notes in
         global form will no longer be represented by Global Notes, the Obligor
         will execute, and the Trustee, upon receipt of an Authentication Order,
         will authenticate and make available for delivery, Definitive Notes in
         an aggregate principal amount equal to the principal amount of the
         Global Notes, in exchange for such Global Notes.

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

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

                                       26

<PAGE>

         transfer tax or other governmental charge payable in connection with
         any registration of transfer or exchange.

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

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

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

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

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

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

                                       27

<PAGE>

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

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

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

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

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

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

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

                  Section 2.06. Payment of Interest; Interest Rights Preserved.

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

                                       28

<PAGE>

Payment Date is also the Maturity Date, in which case such interest shall be
payable to the Person to whom principal is payable).

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

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

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

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

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

                                       29

<PAGE>

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

                  Section 2.07. Persons Deemed Owners.

                  (1) Prior to due presentment of a Note for registration of
transfer, the Obligor, the Trustee, and any agent of the Obligor or the Trustee
may treat the Person in whose name any Note is registered on the Security
Register as the owner of such Note for the purpose of receiving payment of
principal, premium, if any, and (subject to Section 2.06) interest, and for all
other purposes whatsoever, whether or not such Note is overdue and neither the
Obligor, the Trustee, nor any agent of the Obligor or the Trustee shall be
affected by notice to the contrary.

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

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

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

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

                                       30

<PAGE>

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

                                  ARTICLE III

                           SATISFACTION AND DISCHARGE

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

                  (1) either

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

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

                  (a) have become due and payable, or

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

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

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

                                       31

<PAGE>

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

                  (3) no Event of Default or event which with notice or lapse of
time would become an Event of Default has occurred and is continuing with
respect to such Notes on the date of such deposit; and

                  (4) the Obligor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
to satisfaction and discharge of this Indenture with respect to the Notes have
been complied with, and, in the case of the Opinion of Counsel, stating:

                  (i)      such deposit and defeasance will not cause the
         holders of such Notes to recognize income, gain or loss for Federal
         income tax purposes and such holders will be subject to Federal income
         tax on the same amount and in the same manner and at the same time as
         would have been the case if such option had not been exercised;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Obligor under Section 3.01(1) and the obligations of the
Obligor to the Trustee under Section 5.07 shall survive, and the obligations of
the Trustee under Sections 3.03 and 3.05 shall survive.

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

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

                                       32

<PAGE>

that have become due and payable), or to the Maturity Date or Redemption Date,
as the case may be;

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

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

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

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

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

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

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

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

                  Section 3.03. Application of Trust Money. All money deposited
with the Trustee pursuant to Section 3.01 or Section 3.02 shall be held in trust
and applied by it, in

                                       33

<PAGE>

accordance with the provisions of this Indenture, to the payment, either
directly or through any Paying Agent (including the Obligor acting as its own
Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of
the principal, premium, if any, and interest, for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

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

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

                                   ARTICLE IV

                                    REMEDIES

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

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

                                       34

<PAGE>

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

                  (3) default in the performance or breach of any covenant or
warranty of the Obligor under this Indenture, and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Obligor by the Trustee or to the Obligor and the Trustee
by the Holders of at least a majority in aggregate principal amount of the
Outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder;

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

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

                  (6) the maturity of any Debt of the Obligor, PBG or any
Restricted Subsidiary of PBG having a then outstanding principal amount in
excess of $75 million shall have been accelerated by any holder or holders
thereof or any trustee or agent acting on behalf of such holder or holders, in
accordance with the provisions of any contract evidencing, providing for the
creation of or concerning such Debt or failure to pay at the stated maturity
(and the expiration of any grace period) any Debt of the Obligor, PBG or any
Restricted Subsidiary of PBG having a then outstanding principal amount in
excess of $75 million.

                                       35

<PAGE>

                  Section 4.02. Acceleration of Maturity; Rescission and
Annulment.

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

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

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

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

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

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

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

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

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

                  Section 4.03. Collection of Indebtedness and Suits for
Enforcement.

                  (1) The Obligor covenants that if:

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

                                       36

<PAGE>

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

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

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

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

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

                  Section 4.04. Trustee May File Proofs of Claim.

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

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

                                       37

<PAGE>

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

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

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

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

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

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

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

                  (1) such Holder has given the Trustee written notice of a
continuing Event of Default;

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

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

                                       38

<PAGE>

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

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

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

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

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

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

                  Section 4.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article IV or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

                  Section 4.12. Control by Holders. The Holders of a majority in
aggregate principal amount of the Outstanding Notes shall have the right, to
direct the time, method, and

                                       39

<PAGE>

place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee with respect to the Notes
provided that:

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

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

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

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

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

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

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

                  Section 4.15. Waiver of Stay or Extension Laws. The Obligor
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law (other than any bankruptcy
law) wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Obligor (to the
extent that it

                                       40

<PAGE>

may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                    ARTICLE V

                                   THE TRUSTEE

                  Section 5.01. Certain Duties and Responsibilities of Trustee.

                  (1) Except during the continuance of an Event of Default:

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

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

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

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

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

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

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

                                       41

<PAGE>

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

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

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

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

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

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

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

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

                                       42

<PAGE>

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

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

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

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

                  Section 5.05. May Hold Notes. The Trustee or any Paying Agent,
Registrar, or other agent of the Obligor, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 5.08
and 5.12, may otherwise deal with the Obligor with the same rights it would have
if it were not Trustee, Paying Agent, Registrar, or such other agent.

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

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

                                       43

<PAGE>

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

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

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

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

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

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

                  Section 5.09. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder that shall be a corporation organized
and doing business under the laws of the United States of America or of any
State or Territory thereof or of the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or examination by Federal or
State

                                       44

<PAGE>

authority and having its principal office and place of business in the City of
New York, if there be such a corporation having its principal office and place
of business in said City. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article V.

                  Section 5.10. Resignation and Removal; Appointment of
Successor.

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

                  (2) The Trustee may resign at any time by giving 60 days'
written notice thereof to the Obligor. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

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

                  (4) If at any time:

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

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

                  (iii)    the Trustee shall become incapable of acting with
         respect to the Notes; or

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

                  (5) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Obligor shall promptly appoint a successor Trustee. If, within
one year after such resignation, removal or incapacity, or the

                                       45

<PAGE>

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

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

                  Section 5.11. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Obligor and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor Trustee
shall become effective, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the predecessor Trustee; but, on request of the Obligor or the
successor Trustee, such predecessor Trustee shall, upon payment of its
reasonable charges, if any, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the predecessor
Trustee, and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such predecessor Trustee hereunder. Upon
reasonable request of any such successor Trustee, the Obligor shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts.

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

                  Section 5.12. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article V, without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
Trustee by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes.

                  Section 5.13. Preferential Collection of Claims Against
Obligor. If and when the Trustee shall be or shall become a creditor, of the
Obligor (or of any other Obligor upon the

                                       46

<PAGE>

Notes), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Obligor (or against any such
other obligor, as the case may be).

                  Section 5.14. Appointment of Authenticating Agent.

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

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

                  (3) An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and, if other than the Obligor, to the
Obligor. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and, if
other than the Obligor, to the Obligor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee, with the approval of the Obligor, may
appoint a successor Authenticating Agent which shall be acceptable to the
Obligor and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Notes, as their names and addresses appear in
the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like

                                       47

<PAGE>

effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

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

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

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

                                           JPMorgan Chase Bank,
                                                as Trustee

                                           By: __________________________

                                           As Authenticating Agent

                                           By ___________________________
                                           Authorized Officer

                                   ARTICLE VI

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OBLIGOR

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

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

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

                  Section 6.02. Preservation of Information; Communications to
Holders.

                                       48

<PAGE>

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

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

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

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

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

                  (3) Every Holder of Notes, by receiving and holding the same,
agrees with the Obligor and the Trustee that neither the Obligor nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Notes in accordance with Section
6.02(2), regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 6.02(2).

                  Section 6.03. Reports by Trustee.

                  (1) The term "reporting date" as used in this Section, means
May 15. Within 60 days after the reporting date in each year, beginning in 2004,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such reporting date
with respect to (but if no such event has occurred within such period no report
need be transmitted):

                                       49

<PAGE>

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

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

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

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

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

                  (2) The Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
Section 6.03(1) (or if no such report has yet been transmitted, since the date
of execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Notes, on property or funds held or
collected by it as Trustee, and which it has not previously reported pursuant to
this Subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Notes Outstanding at such time, such
report to be transmitted within 90 days after such time.

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

                  Section 6.04. Reports by Obligor.

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

                                       50

<PAGE>

that are otherwise filed with the Trustee or transmitted to Holders pursuant to
this Section 6.04(1)).

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

                                  ARTICLE VII

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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

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

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

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

                  Section 7.02. Successor Entity Substituted. Upon any
consolidation or merger, or any transfer or lease of all or substantially all of
the properties and assets of the Obligor in accordance with Section 7.01, the
successor Entity will succeed to and be substituted for the Obligor as Obligor
on the Notes with the same effect as if it had been named in this Indenture as
the Obligor, and the Obligor shall thereupon, except in the case of a lease, be
released from all obligations hereunder and under the Notes.

                                       51

<PAGE>

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

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

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

                  (2) to add to the covenants of the Obligor such further
covenants, restrictions or conditions for the protection of the Holders of the
Notes as the Obligor and the Trustee shall consider to be for the protection of
the Holders of the Notes or to surrender any right or power herein conferred
upon the Obligor; or

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

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

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

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

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

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

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

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

                                       52

<PAGE>

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

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

                  (2) reduce the percentage in principal amount of the
Outstanding Notes, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences, provided for in this Indenture; or

                  (3) modify any of the provisions of this Section 8.02 or
Section 4.13, except to increase any such percentage set forth in this Section
8.02 or Section 4.13 or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby.

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

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

                                       53

<PAGE>

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

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

                                   ARTICLE IX

                                    COVENANTS

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

                  The Obligor shall pay interest (including post-petition
interest in any proceeding under any Federal or state bankruptcy, insolvency,
reorganization, or other similar law) on overdue principal and premium, if any,
from time to time on demand at the applicable rate of interest determined from
time to time in the manner provided for in the Notes; it shall pay interest
(including post-petition interest in any proceeding under any Federal or State
bankruptcy, insolvency, reorganization, or other similar law) on overdue
installments of interest and (without regard to any applicable grace periods)
from time to time on demand at the same rates to the extent lawful.

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

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

                                       54

<PAGE>

to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

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

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

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

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

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

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

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

                  Section 9.04. Certificate to Trustee. The Obligor will deliver
to the Trustee, within 120 days after the end of each fiscal year of the Obligor
(beginning in 2004), an Officers' Certificate that complies with TIA ss.
314(a)(4) stating that in the course of the performance by the signers of their
duties as officers of the Obligor, they would normally have knowledge of any
default by the Obligor in the performance of any of its covenants or agreements
contained herein,

                                       55

<PAGE>

stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof.

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

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

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

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

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

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

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

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

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

                  Notwithstanding the foregoing, the Obligor or any of its
Restricted Subsidiaries may incur, suffer to exist or guarantee any Debt secured
by a Lien on any Principal Property (as such term is defined with respect to the
Obligor) or on any shares of stock of (or other interests in) any Restricted
Subsidiary of the Obligor if, after giving effect thereto, the aggregate amount
of Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets of the
Obligor.

                                       56

<PAGE>

                  Section 9.07. Limitation on Sale-Leaseback Transactions.

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

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

                                   ARTICLE X

                               REDEMPTION OF NOTES

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

                  Section 10.02. Selection by Trustee of Notes to be Redeemed.
If fewer than all the Notes are to be redeemed, the particular Notes to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee from the Outstanding Notes not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate. The portions of the
principal of Notes so selected for partial redemption shall be equal $1,000, or
an

                                       57

<PAGE>

integral multiple of $1,000 in excess thereof, and the principal amount which
remains Outstanding shall not be less than $1,000.

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

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

                  Section 10.03. Notice of Redemption.

                  (1) Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Notes to be redeemed, at his or her address
appearing in the Security Register.

                  (2) All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the manner of calculating the Redemption Price;

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

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

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

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

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

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

                                       58

<PAGE>

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

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

                  Section 10.05. Notes Payable on Redemption Date.

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

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

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

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

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

                  (2) as determined by an Independent Investment Banker, the sum
of the present values of the remaining scheduled payments of principal and
interest on the Notes being redeemed from the Redemption Date to the Maturity
Date discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Rate plus 15 basis points;

plus, for (1) or (2) above, whichever is applicable, accrued and unpaid interest
on the Notes to the Redemption Date. The Treasury Rate shall be calculated on
the third Business Day

                                       59

<PAGE>

preceding the Redemption Date and notice thereof shall promptly be given by the
Obligor to the Trustee.

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

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

                                       60

<PAGE>

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

                                                BOTTLING GROUP, LLC

                                                By:_____________________________
                                                   Name:
                                                   Title:

                                                JPMORGAN CHASE BANK

                                                By:_____________________________
                                                   Name:
                                                   Title:

                                       1

<PAGE>

                                                                       EXHIBIT A

                              FORM OF INITIAL NOTE

                         [FORM OF FACE OF INITIAL NOTE]

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

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

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

                               BOTTLING GROUP, LLC

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

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

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

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

                                      A-1

<PAGE>

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

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

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

Dated:

                                                BOTTLING GROUP, LLC

                                                By:_____________________________
                                                   Authorized Officer

                                                By:_____________________________
                                                   Authorized Officer

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                                JPMORGAN CHASE BANK, as Trustee

                                                By:_____________________________
                                                   Authorized Officer

                                      A-2

<PAGE>

                        [FORM OF REVERSE OF INITIAL NOTE]

                               BOTTLING GROUP, LLC

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

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

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

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

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

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

                                      A-3

<PAGE>

as set forth in Section 9.02 of the Indenture, or, at the option of the Obligor,
payment of interest may be made by check mailed to the Holders at their
addresses set forth in the Security Register, and provided that payment by wire
transfer of immediately available funds shall be required with respect to
principal of, premium, if any, and interest on Global Notes and a Holder of
$10,000,000 or more in aggregate principal amount of Notes will be entitled to
receive payments of interest, other than interest due at maturity or any date of
redemption, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Trustee in writing not less than
15 calendar days prior to the applicable Interest Payment Date. Payment of
principal of, premium, if any, and interest on the Notes shall be in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

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

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

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

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

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

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in minimum denominations of $1,000 and integral
multiples of

                                      A-4

<PAGE>

$1,000 in excess thereof. The transfer of Notes may be registered and Notes may
be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Obligor may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Obligor need not
exchange or register the transfer of any Note called for redemption. Also, the
Obligor need not exchange or register the transfer of any Notes for a period of
15 days before the mailing of a notice of redemption.

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

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

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

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

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

                                      A-5

<PAGE>

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

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

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

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

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

                                      A-6

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

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

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

________________________________________________________________________________

Date:________________________________    Your Signature:________________________

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

                                         Tax Identification No:_________________

                                         SIGNATURE GUARANTEE:

                                         _______________________________________

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

                                      A-7

<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

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

<TABLE>
<CAPTION>
                                                               Principal Amountof this
                         Amount of             Amount of          of this Global Note       Signature of
                        decrese in            decrese in            following such       authorized officer
                     Principal Amount      Principal Amount            decrease             of Trustee or
Date of Exchange   of this Global Note   of this Global Note         (or increase)           Custodian
----------------   -------------------   -------------------   ------------------------  ------------------
<S>                <C>                   <C>                   <C>                       <C>
----------------   -------------------   -------------------   ------------------------  ------------------

----------------   -------------------   -------------------   ------------------------  ------------------
</TABLE>

----------
(1) THIS SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                      A-8

<PAGE>

                                                                       EXHIBIT B

                              FORM OF EXCHANGE NOTE

                         [FORM OF FACE OF EXCHANGE NOTE]

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

                               BOTTLING GROUP, LLC

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

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

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

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

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

                                      B-1

<PAGE>

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

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

Dated:

                                                BOTTLING GROUP, LLC

                                                By:_____________________________
                                                   Authorized Officer

                                                By:_____________________________
                                                   Authorized Officer

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

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

                                                JPMORGAN CHASE BANK, as Trustee

                                                By:_____________________________
                                                   Authorized Officer

                                      B-2

<PAGE>

                       [FORM OF REVERSE OF EXCHANGE NOTE]

                               BOTTLING GROUP, LLC

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

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

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

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

                                      B-3

<PAGE>

currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

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

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

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

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

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

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

                                      B-4

<PAGE>

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

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

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

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

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

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

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

                                      B-5

<PAGE>

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

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

                                      B-6

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

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

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

________________________________________________________________________________

Date:________________________________    Your Signature:________________________

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

                                         Tax Identification No:_________________

                                         SIGNATURE GUARANTEE:

                                         _______________________________________

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

                                      B-7

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(2)

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

<TABLE>
<CAPTION>
                                                               Principal Amountof this
                         Amount of             Amount of          of this Global Note       Signature of
                        decrese in            decrese in            following such       authorized officer
                     Principal Amount      Principal Amount            decrease             of Trustee or
Date of Exchange   of this Global Note   of this Global Note         (or increase)           Custodian
----------------   -------------------   -------------------   ------------------------  ------------------
<S>                <C>                   <C>                   <C>                       <C>
----------------   -------------------   -------------------   ------------------------  ------------------

----------------   -------------------   -------------------   ------------------------  ------------------
</TABLE>

----------
(2) THIS SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                      B-8

<PAGE>
                                                                       EXHIBIT C

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

                       Re: Senior Notes due June 15, 2015
                             of Bottling Group, LLC

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

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

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

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

                  [ ] Such Note is owned by the Transferor and is being
exchanged without transfer; or

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

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

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

                  [ ] Such Note is being transferred to the Obligor or one of
its Affiliates.

----------
(*) Check the applicable box.

<PAGE>

                                                [INSERT NAME OF TRANSFEROR]

                                                By:_____________________________

Date:

                                       10