<PAGE>
                                                                     EXHIBIT 4.8




                                 $1,000,000,000

                               BOTTLING GROUP, LLC

                   4-5/8% SENIOR NOTES DUE NOVEMBER 15, 2012

                          REGISTRATION RIGHTS AGREEMENT


                                                                November 7, 2002

Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc.
Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
c/o Credit Suisse First Boston Corporation
    Eleven Madison Avenue
    New York, New York 10010-3629

Ladies and Gentlemen:

      Bottling Group, LLC, a Delaware limited liability company (the "Issuer"),
proposes to issue and sell to Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Salomon Smith Barney Inc., Banc of America Securities LLC,
J.P. Morgan Securities Inc. and Lehman Brothers Inc. (collectively, the "INITIAL
PURCHASERS"), upon the terms set forth in a purchase agreement of even date
herewith (the "PURCHASE AGREEMENT"), $1,000,000,000 aggregate principal amount
of its 4-5/8% Senior Notes due November 15, 2012 (the "NOTES"), which will be
issued pursuant to an Indenture (the "INDENTURE") to be entered into among the
Issuer, the Guarantor and JPMorgan Chase Bank, as trustee (the "TRUSTEE").
Payment of principal of and interest and premium, if any, on the Notes will be
unconditionally and irrevocably guaranteed on a senior unsecured basis (the
"GUARANTEE") by PepsiCo, Inc., a North Carolina corporation (the "GUARANTOR"
and, together with the Issuer, the "OFFERORS"), with the Guarantee becoming
effective on the Guarantee Commencement Date (as defined in the Indenture),
except that, under certain circumstances described in the Indenture, the
Guarantee may not become effective or may become effective as to less than all
of the principal of and interest and premium, if any, on


<PAGE>
the Notes, as described in the Indenture. The Notes and the Guarantee are
together referred to as the "INITIAL SECURITIES." As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, each Offeror severally
agrees with the Initial Purchasers, for the benefit of the Initial Purchasers
and the holders of the Initial Securities (including, without limitation, the
Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively, the "HOLDERS"), as
follows:

      1. Registered Exchange Offer. The Offerors shall, at their own cost
(subject to the provisions of Section 4), prepare and, not later than 135 days
(or, if the 135th day is not a business day, the first business day thereafter,
such day being a "FILING DEADLINE") after the date of original issuance of the
Initial Securities (the "CLOSING DATE"), file with the Securities and Exchange
Commission (the "COMMISSION") a registration statement (together with all
amendments and supplements thereto, including post-effective amendments, in each
case including the prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein, the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the United States Securities Act of
1933, as amended (the "SECURITIES ACT"), with respect to a proposed offer (the
"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities
(as defined in Section 6), who are not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of debt securities of the Offerors issued under the
Indenture, and identical in all material respects to the Initial Securities
(except for the transfer restrictions relating to the Initial Securities and the
provisions relating to the matters described in Section 6) that would be
registered under the Securities Act (the "EXCHANGE SECURITIES"). The Exchange
Securities will be issued under the Indenture. Each Offeror shall use its best
efforts to (i) cause such Exchange Offer Registration Statement to become
effective under the Securities Act within 195 days (or, if the 195th day is not
a business day, the first business day thereafter, such day being an
"EFFECTIVENESS DEADLINE") after the Closing Date and (ii) keep the Exchange
Offer Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER
REGISTRATION PERIOD").

      If the Offerors commence the Registered Exchange Offer, the Offerors (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Offerors have accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer no later than 40 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 40th day being
the "CONSUMMATION DEADLINE").

      Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Offerors shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of either Offeror within the meaning of the Securities Act, acquires
the Exchange Securities in the ordinary course of such Holder's business and has
no arrangements or


                                       2

<PAGE>
understandings with any person to participate in the distribution of the
Exchange Securities and is not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

      Each Offeror acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for the Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information substantially as set forth in (a) Annex A hereto on
the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer (except that the language of such information may be
appropriately modified to comply with the "plain English" rules of the
Commission) and (ii) an Initial Purchaser that elects to sell Securities (as
defined below) acquired in exchange for Initial Securities constituting any
portion of an unsold allotment, is required to deliver a prospectus containing
the information required by Item 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.

      Each Offeror shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein (insofar as the required information relates to it), in order
to permit such prospectus to be lawfully delivered by all persons subject to the
prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the
Exchange Securities; provided, however, that (i) in the case where such
prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or an Initial Purchaser, such period shall end on the earlier
of 180 days from the consummation of the Registered Exchange Offer and the date
on which all Exchanging Dealers and the Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended pursuant to
Section 3(j)) and (ii) the Issuer shall make such prospectus and any amendment
or supplement thereto available to any broker-dealer for use in connection with
any resale of any Exchange Securities for a period of not less than 180 days
after the consummation of the Registered Exchange Offer.

      If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Offerors, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Offerors
issued under the Indenture, and identical in all material respects to the
Initial Securities (except for the existence of restrictions on transfer under
the Securities Act and the securities laws of the several states of the United
States and excluding provisions relating to the matters described in Section 6)
(the "PRIVATE EXCHANGE


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<PAGE>
SECURITIES"). The Initial Securities, the Exchange Securities and the Private
Exchange Securities are herein collectively called the "SECURITIES."

      In connection with the Registered Exchange Offer, the Offerors shall:

            (a) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (b) keep the Registered Exchange Offer open for not less than 30
      days (or longer, if required by applicable law) after the date notice
      thereof is mailed to the Holders;

            (c) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York,
      which may be the Trustee or an affiliate of the Trustee;

            (d) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York time, on the last business day on which
      the Registered Exchange Offer shall remain open; and

            (e) each otherwise comply with all applicable laws.

      As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Offerors shall:

            (x) accept for exchange all the Initial Securities validly
      tendered and not withdrawn pursuant to the Registered Exchange Offer
      and the Private Exchange;

            (y) deliver to the Trustee for cancellation all the Initial
      Securities so accepted for exchange; and

            (z) cause the Trustee to authenticate and deliver promptly to each
      Holder, the Exchange Securities or Private Exchange Securities, as the
      case may be, equal in principal amount to the Initial Securities of such
      Holder so accepted for exchange.

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

      Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Security surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.



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      Each Holder participating in the Registered Exchange Offer shall be
required to represent to each Offeror that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of either Offeror or if it is an affiliate, such
Holder will comply with the registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

      Notwithstanding any other provisions hereof, the Issuer will ensure that
(i) any Exchange Offer Registration Statement complies in all material respects
with the Securities Act, the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and the respective rules and regulations thereunder, (ii) any
Exchange Offer Registration Statement does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except for statements or omissions made in (x) the Guarantor's
Information (as defined in the immediately following paragraph) or (y) in
reliance upon, and in conformity with information furnished to each Offeror by
or on behalf of the Holders ("HOLDERS' INFORMATION") and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except for the Guarantor's Information and the
Holders' Information.

      Notwithstanding any other provisions hereof, the Guarantor will ensure
that (i) the Guarantor's Information included in any Exchange Offer Registration
Statement complies in all material respects with the Securities Act, the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the
respective rules and regulations thereunder, (ii) the Guarantor's Information
contained in any Exchange Offer Registration Statement does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) the Guarantor's Information contained in any
prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. As used herein, the
"GUARANTOR'S INFORMATION" shall mean any information contained in any
Registration Statement (as defined below) that was set forth in the letter of
even date herewith from the Guarantor to the Issuer and the Initial Purchasers
and such other information as the Guarantor may furnish in writing specifically
for inclusion or incorporation by reference in such Registration Statement.



                                       5
<PAGE>
      2. Shelf Registration. If (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Offerors
are not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1, (ii) the Exchange Offer Registration Statement is not declared
effective by the 195th day after the Closing Date, (iii) any Initial Purchaser
so requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer, (iv) any Holder (other than an Exchanging Dealer) is
not eligible to participate in the Registered Exchange Offer or, in the case of
any Holder (other than an Exchanging Dealer) that participates in the Registered
Exchange Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange or (v) both Offerors elect, then the
Offerors shall take the following actions:

            (a) The Offerors shall, at their cost (subject to Section 4), as
      promptly as practicable (but in no event more than 30 days after so
      required or requested pursuant to this Section 2) file with the Commission
      and thereafter each Offeror shall use its best efforts to cause to be
      declared effective a registration statement (together with all amendments
      and supplements thereto, including post-effective amendments, in each case
      including the prospectus contained therein, all exhibits thereto and all
      documents incorporated by reference therein, the "SHELF REGISTRATION
      STATEMENT" and, together with the Exchange Offer Registration Statement, a
      "REGISTRATION STATEMENT") on an appropriate form under the Securities Act
      relating to the offer and sale of the Transfer Restricted Securities by
      the Holders thereof from time to time in accordance with the methods of
      distribution set forth in the Shelf Registration Statement and Rule 415
      under the Securities Act (the "SHELF REGISTRATION"); provided, however,
      that no Holder (other than an Initial Purchaser) shall be entitled to have
      the Securities held by it covered by such Shelf Registration Statement
      unless such Holder agrees in writing to be bound by all the provisions of
      this Agreement applicable to such Holder.

            (b) Each Offeror shall use its best efforts to keep the Shelf
      Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years (or for such longer period
      if extended pursuant to Section 3(j)) from the date of its effectiveness
      or such shorter period that will terminate when all the Securities covered
      by the Shelf Registration Statement (i) have been sold pursuant thereto or
      (ii) are no longer restricted securities (as defined in Rule 144 under the
      Securities Act, or any successor rule thereof). An Offeror shall be deemed
      not to have used its best efforts to keep the Shelf Registration Statement
      effective during the requisite period if it voluntarily takes any action
      that would result in Holders of Securities covered thereby not being able
      to offer and sell such Securities during that period, unless such action
      is required by applicable law.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Issuer shall cause the Shelf Registration Statement and the
      related prospectus and any amendment or supplement thereto, as of the
      effective date of the Shelf Registration Statement or any amendment
      thereto or the date of any supplement, (i) to comply in all material
      respects with the applicable requirements of the Securities Act, the
      Exchange Act and the rules and regulations of the Commission and (ii) not
      to contain any untrue


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<PAGE>
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary in order to make the statements therein, in
      light of the circumstances under which they were made, not misleading,
      other than with respect to the Guarantor's Information or the Holders'
      Information.

            (d) Notwithstanding any other provisions of this Agreement to the
      contrary, the Guarantor shall cause (i) the Guarantor's Information
      included in the Shelf Registration Statement and the related prospectus
      and any amendment or supplement thereto, as of the effective date of the
      Shelf Registration Statement or any amendment thereto or the date of any
      supplement, to comply in all material respects with the applicable
      requirements of the Securities Act, the Exchange Act and the rules and
      regulations of the Commission and (ii) the Guarantor's Information
      contained in the Shelf Registration Statement and the related prospectus
      and any amendment or supplement thereto, as of the effective date of the
      Shelf Registration Statement or any amendment thereto or the date of any
      supplement, not to contain any untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading.

      3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 and, to the extent applicable, any Registered Exchange
Offer contemplated by Section 1, the following provisions shall apply:

            (a) The Issuer shall use its reasonable best efforts to (i) furnish
      to each Initial Purchaser, prior to the filing thereof with the
      Commission, a copy of the Registration Statement and each amendment
      thereof and each supplement, if any, to the prospectus included therein
      and, in the event that an Initial Purchaser (with respect to any portion
      of an unsold allotment from the original offering) is participating in the
      Registered Exchange Offer or the Shelf Registration Statement, the Issuer
      shall use its reasonable best efforts to reflect in each such document,
      when so filed with the Commission, such comments as such Initial Purchaser
      reasonably may propose (provided that, if such comments relate to the
      Guarantor's Information, the Guarantor shall also use its reasonable best
      efforts to reflect such comments in each such document); (ii) include the
      information set forth in Annex A hereto on the cover, in Annex B hereto in
      the "Exchange Offer Procedures" section and the "Purpose of the Exchange
      Offer" section and in Annex C hereto in the "Plan of Distribution" section
      of the prospectus forming a part of the Exchange Offer Registration
      Statement (except that the language of such information may be
      appropriately modified to comply with the "plain English" rules of the
      Commission) and include the information set forth in Annex D hereto in the
      Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
      (iii) if requested by an Initial Purchaser, include the information
      required by Item 507 or 508 of Regulation S-K under the Securities Act, as
      applicable, in the prospectus forming a part of the Exchange Offer
      Registration Statement; (iv) include within the prospectus contained in
      the Exchange Offer Registration Statement a section entitled "Plan of
      Distribution," reasonably acceptable to the Initial Purchasers, which
      shall contain a summary statement of the positions taken or policies made
      by the staff of the Commission with respect to the potential "underwriter"
      status of any broker-dealer that is the beneficial owner (as defined


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<PAGE>
      in Rule 13d-3 under the Exchange Act) of Exchange Securities received by
      such broker-dealer in the Registered Exchange Offer (a "PARTICIPATING
      BROKER-DEALER"), whether such positions or policies have been publicly
      disseminated by the staff of the Commission or such positions or policies,
      in the reasonable judgment of the Initial Purchasers based upon advice of
      counsel (which may be in-house counsel), represent the prevailing views of
      the staff of the Commission; and (v) in the case of a Shelf Registration
      Statement, include the names of the Holders who propose to sell Securities
      pursuant to the Shelf Registration Statement as selling securityholders.

            (b) Each Offeror shall advise each of the Initial Purchasers, the
      Holders of the Securities and any Participating Broker-Dealer from which
      either Offeror has received prior written notice that it will be a
      Participating Broker-Dealer in the Registered Exchange Offer (which notice
      pursuant to clauses (ii) to (v) below shall be accompanied by an
      instruction to suspend the use of the prospectus until the requisite
      changes have been made) and, if requested by such person, confirm such
      advice in writing:

                  (i) when any Registration Statement or any amendment thereto
            has been filed with the Commission and when such Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission for amendments or
            supplements to any Registration Statement or the prospectus
            included therein or for additional information;

                  (iii) if known to such Offeror, of the issuance by the
            Commission of any stop order suspending the effectiveness of the
            Registration Statement or the initiation of any proceedings for that
            purpose;

                  (iv) of the receipt by such Offeror or its legal counsel of
            any notification with respect to the suspension of the qualification
            of the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires such Offeror
            to make changes in any Registration Statement or the prospectus
            included therein in order that such Registration Statement or the
            prospectus included therein do not contain an untrue statement of a
            material fact nor omit to state a material fact required to be
            stated therein or necessary to make the statements therein (in the
            case of the prospectus, in light of the circumstances under which
            they were made) not misleading.

      Either Offeror may provide such advice or notice set forth in clauses (i)
      to (v) above on behalf of such Offeror or on behalf of both Offerors.

            (c) The Issuer shall make every reasonable effort to obtain the
      withdrawal at the earliest possible time, of any order suspending the
      effectiveness of any Registration Statement. The Guarantor shall make
      every reasonable effort to obtain the withdrawal at


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<PAGE>
      the earliest possible time, of any order suspending the effectiveness of
      any Registration Statement, to the extent that such order relates to (i)
      any action or failure to act on the part of the Guarantor or (ii) the
      Guarantor's Information.

            (d) The Issuer shall furnish to each Holder of Securities included
      within the coverage of any Shelf Registration, without charge, at least
      one conformed copy of the Shelf Registration Statement and any
      post-effective amendment thereto, including financial statements and
      schedules, and, if any such Holder so requests in writing, all exhibits
      thereto (including those, if any, incorporated by reference).

            (e) The Issuer shall deliver to each Exchanging Dealer and each
      Initial Purchaser, and to any other Holder who so requests, without
      charge, at least one conformed copy of the Exchange Offer Registration
      Statement and any post-effective amendment thereto, including financial
      statements and schedules, and, if any Initial Purchaser or any such Holder
      requests, all exhibits thereto (including those incorporated by
      reference).

            (f) The Issuer shall, during the Shelf Registration Period, deliver
      to each Holder of Securities included within the coverage of the Shelf
      Registration, without charge, as many copies of the prospectus (including
      each preliminary prospectus) included in the Shelf Registration Statement
      and any amendment or supplement thereto as such person may reasonably
      request. Each Offeror consents, subject to the provisions of this
      Agreement, to the use of such prospectus or any amendment or supplement
      thereto by each of the selling Holders of the Securities in connection
      with the offering and sale of the Securities covered by such prospectus,
      or any amendment or supplement thereto, included in the Shelf Registration
      Statement.

            (g) The Issuer shall deliver to each Initial Purchaser, any
      Exchanging Dealer, any Participating Broker-Dealer and such other persons
      required to deliver a prospectus following the Registered Exchange Offer,
      without charge, as many copies of the final prospectus included in the
      Exchange Offer Registration Statement and any amendment or supplement
      thereto as such persons may reasonably request. Each Offeror consents,
      subject to the provisions of this Agreement, to the use of such prospectus
      or any amendment or supplement thereto by any Initial Purchaser, if
      necessary, any Participating Broker-Dealer and such other persons required
      to deliver a prospectus following the Registered Exchange Offer in
      connection with the offering and sale of the Exchange Securities covered
      by such prospectus, or any amendment or supplement thereto, included in
      such Exchange Offer Registration Statement.

            (h) Prior to any public offering of the Securities pursuant to any
      Registration Statement, each Offeror shall use its reasonable best efforts
      to register or qualify or cooperate with the Holders of the Securities
      included therein and their respective counsel in connection with the
      registration or qualification of the Securities for offer and sale under
      the securities or "blue sky" laws of such United States jurisdictions as
      any Holder of the Securities reasonably requests in writing and do any and
      all other acts or things necessary or advisable to enable the offer and
      sale in such jurisdictions of the Securities covered by such Registration
      Statement; provided, however, that neither Offeror shall be


                                       9
<PAGE>
      required to (i) qualify generally to do business in any jurisdiction where
      it is not then so qualified or (ii) take any action which would subject it
      to general service of process or to taxation in any jurisdiction where it
      is not then so subject; and, provided, further that neither Offeror shall
      be required to pay any expenses in connection therewith after the
      effective date of any applicable Registration Statement.

            (i) The Offerors shall cooperate with the Holders of the Securities
      to facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request in writing a
      reasonable period of time prior to sales of the Securities pursuant to
      such Registration Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 3(b) during the period for which the Offerors are
      required to maintain an effective Registration Statement, the Offerors
      shall promptly prepare and file a post-effective amendment to the
      Registration Statement or a supplement to the related prospectus and any
      other required document so that, as thereafter delivered to Holders of the
      Securities or purchasers of Securities, such prospectus will not contain
      an untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading;
      provided that, the Guarantor's obligations to prepare and file a
      post-effective amendment to the Registration Statement or a supplement to
      the related prospectus and any other required documents under this Section
      3(j) will be limited to the Guarantor's Information. If the Offerors
      notify the Initial Purchasers, the Holders of the Securities and any known
      Participating Broker-Dealer in accordance with clauses (ii) to (v) of
      Section 3(b) to suspend the use of such prospectus until the requisite
      changes to the prospectus have been made, then the Initial Purchasers, the
      Holders of the Securities and any such Participating Broker-Dealers shall
      suspend use of such prospectus, and the period of effectiveness of the
      Shelf Registration Statement provided for in Section 2(b) above and the
      Exchange Offer Registration Statement provided for in Section 1 above
      shall each be extended by the number of days from and including the date
      of the giving of such notice to and including the date when the Initial
      Purchasers, the Holders of the Securities and any known Participating
      Broker-Dealer shall have received such amended or supplemented prospectus
      pursuant to this Section 3(j).

            (k) Not later than the effective date of the applicable Registration
      Statement, the Issuer will provide CUSIP and ISIN numbers for the Initial
      Securities, the Exchange Securities or the Private Exchange Securities, as
      the case may be, and provide the applicable trustee with printed
      certificates for the Initial Securities, the Exchange Securities or the
      Private Exchange Securities, as the case may be, in a form eligible for
      deposit with The Depository Trust Company.

            (l) Each Offeror will comply with all rules and regulations of the
      Commission to the extent and so long as they are applicable to the
      Registered Exchange Offer or the Shelf Registration and will make
      generally available to its members or security holders


                                       10
<PAGE>
      (or otherwise provide in accordance with Section 11(a) of the Securities
      Act) an earnings statement satisfying the provisions of Section 11(a) of
      the Securities Act, no later than 45 days after the end of a 12-month
      period (or 90 days, if such period is a fiscal year) beginning with the
      first month of such Offeror's first fiscal quarter commencing after the
      effective date of the Registration Statement, which statement shall cover
      such 12-month period.

            (m) The Offerors shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended, in a timely manner and containing
      such changes, if any, as shall be necessary for such qualification. In the
      event that such qualification would require the appointment of a new
      trustee under the Indenture, the Offerors shall appoint a new trustee
      thereunder pursuant to the applicable provisions of the Indenture.

            (n) The Offerors may require each Holder of Securities to be sold
      pursuant to the Shelf Registration Statement to furnish to the Offerors
      such information regarding the Holder and the distribution of such
      Securities as the Offerors may from time to time reasonably require for
      inclusion in such Shelf Registration Statement, and the Offerors may
      exclude from such registration the Securities of any Holder that
      unreasonably fails to furnish such information within a reasonable time
      after receiving such request.

            (o) Each Offeror shall enter into such customary agreements
      (including, if requested, an underwriting agreement in customary form) and
      take all such other action, if any, as Holders of a majority in aggregate
      principal amount of the Securities being sold or the managing
      underwriters, if any, shall reasonably request in order to facilitate the
      disposition of the Securities pursuant to any Shelf Registration.

            (p) In the case of any Shelf Registration, each Offeror shall (i)
      make reasonably available for inspection by one or more representatives
      of, and Special Counsel (as defined below) acting for, Holders of a
      majority in aggregate principal amount of the Securities being sold and,
      any underwriter participating in any disposition pursuant to such Shelf
      Registration Statement all relevant financial and other records, pertinent
      corporate documents and properties of such Offeror and (ii) cause such
      Offeror's managing directors, officers, directors, in-house counsel,
      employees, accountants and auditors to supply all relevant information
      reasonably requested by such representatives, Special Counsel or any such
      underwriter (each, an "INSPECTOR") in connection with such Shelf
      Registration Statement, in each case, as shall be reasonably necessary to
      enable such Inspector, to conduct a reasonable investigation within the
      meaning of Section 11 of the Securities Act; provided, however, that the
      foregoing inspection and information gathering shall be coordinated on
      behalf of the Holders and on behalf of the other parties, by one counsel
      designated by and on behalf of such other parties as described in Section
      4.

            (q) In the case of any Shelf Registration, each Offeror, if
      requested by Holders of a majority in aggregate principal amount of
      Securities being sold or the managing underwriters, if any, shall use its
      reasonable best efforts to cause (i) its counsel (which may be in-house
      counsel) to deliver an opinion relating to the Securities in customary


                                       11
<PAGE>
      form; (ii) its officers to execute and deliver all customary documents and
      certificates and updates thereof requested by the managing underwriters of
      the applicable Securities and (iii) its independent public accountants and
      the independent public accountants with respect to any other entity for
      which financial information is provided in the Registration Statement (as
      a result of such entity's relationship with such Offeror) to provide a
      comfort letter in customary form, subject to receipt of appropriate
      documentation as contemplated, and only if permitted, by Statement of
      Auditing Standards No. 72.

            (r) In the case of the Registered Exchange Offer, if requested by
      any Initial Purchaser or any known Participating Broker-Dealer, each
      Offeror shall use its reasonable best efforts to cause (i) its counsel to
      deliver to such Initial Purchaser or such Participating Broker-Dealer a
      signed opinion in customary form and (ii) its independent public
      accountants and the independent public accountants with respect to any
      other entity for which financial information is provided in the
      Registration Statement (as a result of such entity's relationship with
      such Offeror) to deliver to such Initial Purchaser or such Participating
      Broker-Dealer a comfort letter, in customary form.

            (s) If a Registered Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Initial Securities by Holders to the
      Offerors (or to such other Person as directed by the Offerors) in exchange
      for the Exchange Securities or the Private Exchange Securities, as the
      case may be, the Offerors shall mark, or caused to be marked, on the
      Initial Securities so exchanged that such Initial Securities are being
      canceled in exchange for the Exchange Securities or the Private Exchange
      Securities, as the case may be; in no event shall the Initial Securities
      be marked as paid or otherwise satisfied.

            (t) The Issuer will use its reasonable best efforts to (i) if the
      Initial Securities have been rated prior to the initial sale of such
      Initial Securities, confirm such ratings will apply to the Securities
      covered by a Registration Statement, or (ii) if the Initial Securities
      were not previously rated, cause the Securities covered by a Registration
      Statement to be rated with the appropriate rating agencies, if so
      requested by Holders of a majority in aggregate principal amount of
      Securities covered by such Registration Statement, or by the managing
      underwriters, if any.

            (u) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "RULES") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Offerors will
      assist such broker-dealer in complying with the requirements of such
      Rules, including, without limitation, by (i) if such Rules, including Rule
      2720, shall so require, engaging a "qualified independent underwriter" (as
      defined in Rule 2720) to participate in the preparation of the
      Registration Statement relating to such Securities, to exercise usual
      standards of due diligence in respect thereto and, if any portion of the
      offering contemplated by such Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Securities, (ii) indemnifying any such


                                       12
<PAGE>
      qualified independent underwriter to the extent of the indemnification of
      underwriters provided in Section 5 and (iii) providing such information to
      such broker-dealer as may be required in order for such broker-dealer to
      comply with the requirements of the Rules; provided that, the Guarantor
      will only be obligated to provide such information which relates to the
      Guarantor or the Guarantor's Information.

            (v) Each Offeror shall use its reasonable best efforts to take all
      other steps necessary to effect the registration of the Securities covered
      by a Registration Statement contemplated hereby.

4. Registration Expenses. The Issuer shall bear all fees and expenses incurred
in connection with the performance of the Offerors' obligations under Sections 1
through 3 (including the reasonable fees and expenses, if any, of Cleary,
Gottlieb, Steen & Hamilton, counsel for the Holders, incurred in connection with
the Registered Exchange Offer) and in the event of a Shelf Registration, the
Issuer shall bear or reimburse the Holders of the Securities covered thereby for
the reasonable fees and disbursements of one firm of counsel, which shall be
counsel for the Initial Purchasers unless the Holders of a majority in principal
amount of the Securities covered thereby otherwise so designate (the "SPECIAL
COUNSEL") to act as counsel for the Holders of the Securities in connection
therewith. The Guarantor shall bear all of its expenses incidental to the
performance of its obligations under this Agreement, including the fees and
expenses of its professional advisors.

5. Indemnification.

            (a) The Issuer agrees to indemnify and hold harmless each Holder of
      the Securities, any Participating Broker-Dealer and each person, if any,
      who controls such Holder or such Participating Broker-Dealer within the
      meaning of the Securities Act or the Exchange Act (each Holder, any
      Participating Broker-Dealer and such controlling persons are referred to
      collectively as the "INDEMNIFIED PARTIES") from and against any losses,
      claims, damages or liabilities, joint or several, or any actions in
      respect thereof (including, but not limited to, any losses, claims,
      damages, liabilities or actions relating to purchases and sales of the
      Securities) to which each Indemnified Party may become subject under the
      Securities Act, the Exchange Act or otherwise, insofar as such losses,
      claims, damages, liabilities or actions arise out of or are based upon any
      untrue statement or alleged untrue statement of a material fact contained
      in a Registration Statement or prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus relating to a Shelf
      Registration, or arise out of, or are based upon, the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading, and shall
      reimburse, as incurred, the Indemnified Parties for any legal or other
      expenses reasonably incurred by them in connection with investigating or
      defending any such loss, claim, damage, liability or action in respect
      thereof; provided, however, that (i) the Issuer shall not be liable in any
      such case to the extent that such loss, claim, damage or liability arises
      out of or is based upon any untrue statement or alleged untrue statement
      or omission or alleged omission made in a Registration Statement or
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus


                                       13
<PAGE>
      relating to a Shelf Registration (x) with respect to the Guarantor's
      Information or (y) in reliance upon and in conformity with any Holders'
      Information and (ii) with respect to any untrue statement or omission or
      alleged untrue statement or omission made in any preliminary prospectus
      relating to a Shelf Registration Statement, the indemnity agreement
      contained in this subsection (a) shall not inure to the benefit of any
      Holder or Participating Broker-Dealer (or any person controlling such
      Holder or Participating Broker-Dealer) from whom the person asserting any
      such losses, claims, damages or liabilities purchased the Securities
      concerned, to the extent that a prospectus relating to such Securities was
      required to be delivered by such Holder or Participating Broker-Dealer
      under the Securities Act in connection with such purchase and any such
      loss, claim, damage or liability of such Holder or Participating
      Broker-Dealer results from the fact that there was not sent or given to
      such person, at or prior to the written confirmation of the sale of such
      Securities to such person, a copy of the final prospectus if the Issuer or
      Guarantor have previously furnished copies thereof to such Holder or
      Participating Broker-Dealer; provided further, however, that this
      indemnity agreement will be in addition to any liability which the Issuer
      may otherwise have to such Indemnified Party. The Issuer shall also
      indemnify underwriters, their officers and directors and each person who
      controls such underwriters within the meaning of the Securities Act or the
      Exchange Act to the same extent as provided above with respect to the
      indemnification of the Holders of the Securities if requested by such
      Holders.

            (b) The Guarantor agrees to indemnify and hold harmless each
      Indemnified Party from and against any losses, claims, damages or
      liabilities, joint or several, or any actions in respect thereof
      (including, but not limited to, any losses, claims, damages, liabilities
      or actions relating to purchases and sales of the Securities) to which
      each Indemnified Party may become subject under the Securities Act, the
      Exchange Act or otherwise, insofar as such losses, claims, damages,
      liabilities or actions arise out of or are based upon any untrue statement
      or alleged untrue statement of a material fact contained in a Registration
      Statement or prospectus or in any amendment or supplement thereto or in
      any preliminary prospectus relating to a Shelf Registration, or arise out
      of, or are based upon, the omission or alleged omission to state therein a
      material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading, in each case, to the extent, but only to the
      extent, that such untrue statement or alleged untrue statement or omission
      or alleged omission was made in the Guarantor's Information contained
      therein, and shall reimburse, as incurred, the Indemnified Parties for any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or
      action in respect thereof; provided, however, that with respect to any
      untrue statement or omission or alleged untrue statement or omission made
      in any preliminary prospectus relating to a Shelf Registration Statement,
      the indemnity agreement contained in this subsection (a) shall not inure
      to the benefit of any Holder or Participating Broker-Dealer (or any person
      controlling such Holder or Participating Broker-Dealer) from whom the
      person asserting any such losses, claims, damages or liabilities purchased
      the Securities concerned, to the extent that a prospectus relating to such
      Securities was required to be delivered by such Holder or Participating
      Broker-Dealer under the Securities Act in connection with such purchase
      and any such loss,


                                       14
<PAGE>
      claim, damage or liability of such Holder or Participating Broker-Dealer
      results from the fact that there was not sent or given to such person, at
      or prior to the written confirmation of the sale of such Securities to
      such person, a copy of the final prospectus if the Issuer or Guarantor
      have previously furnished copies thereof to such Holder or Participating
      Broker-Dealer; provided further, however, that this indemnity agreement
      will be in addition to any liability which the Guarantor may otherwise
      have to such Indemnified Party. The Guarantor shall also indemnify
      underwriters, their officers and directors and each person who controls
      such underwriters within the meaning of the Securities Act or the Exchange
      Act to the same extent as provided above with respect to the
      indemnification of the Holders of the Securities if requested by such
      Holders.

            (c) Each Holder of the Securities, severally and not jointly, will
      indemnify and hold harmless the Issuer and Guarantor, their directors and
      officers and each person, if any, who controls the Issuer and the
      Guarantor, as the case may be, within the meaning of the Securities Act or
      the Exchange Act from and against any losses, claims, damages or
      liabilities or any actions in respect thereof, to which the Issuer or
      Guarantor or any such controlling person may become subject under the
      Securities Act, the Exchange Act or otherwise, insofar as such losses,
      claims, damages, liabilities or actions arise out of or are based upon any
      untrue statement or alleged untrue statement of a material fact contained
      in a Registration Statement or prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus relating to a Shelf
      Registration, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact necessary to make the statements
      therein not misleading, but in each case only to the extent that the
      untrue statement or omission or alleged untrue statement or omission was
      made in reliance upon and in conformity with written information
      pertaining to such Holder and furnished to the Issuer or the Guarantor by
      or on behalf of such Holder specifically for inclusion therein; and,
      subject to the limitation set forth immediately preceding this clause,
      shall reimburse, as incurred, the Issuer or Guarantor, as the case may be,
      for any legal or other expenses reasonably incurred by the Issuer or
      Guarantor, as the case may be, or any such controlling person in
      connection with investigating or defending any loss, claim, damage,
      liability or action in respect thereof. This indemnity agreement will be
      in addition to any liability which such Holder may otherwise have to the
      Issuer or Guarantor, as the case may be, or any of their controlling
      persons.

            (d) Promptly after receipt by an indemnified party under this
      Section 5 of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against the
      indemnifying party under subsection (a), (b) or (c) above, notify the
      indemnifying party of the commencement thereof; provided that, the failure
      to notify the indemnifying party shall not relieve it from any liability
      that it may have under subsection (a), (b) or (c) above, except to the
      extent that it has been materially prejudiced (through the forfeiture of
      substantive rights or defenses) by such failure; and provided, further,
      that the failure to notify the indemnifying party shall not relieve it
      from any liability that it may have to an indemnified party otherwise than
      under subsection (a), (b) or (c) above. In case any such action is brought
      against any indemnified party and it notifies the indemnifying party of
      the commencement thereof, the indemnifying party will be entitled to
      participate therein and, to the extent that it may wish, jointly with any


                                       15
<PAGE>
      other indemnifying party similarly notified, to assume the defense
      thereof, with counsel satisfactory to such indemnified party (who shall
      not, except with the consent of the indemnified party, be counsel to the
      indemnifying party), and after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party will not be liable to such indemnified party under this
      Section for any legal or other expenses subsequently incurred by such
      indemnified party in connection with the defense thereof other than
      reasonable costs of investigation. No indemnifying party shall, without
      the prior written consent of the indemnified party, effect any settlement
      of any pending or threatened action in respect of which any indemnified
      party is or could have been a party and indemnity could have been sought
      hereunder by such indemnified party unless such settlement includes an
      unconditional release of such indemnified party from all liability on any
      claims that are the subject matter of such action and does not include a
      statement as to and an admission of fault, culpability or failure to act
      by or on behalf of any indemnified party.

            (e) If the indemnification provided for in this Section 5 is
      unavailable or insufficient to hold harmless an indemnified party under
      subsections (a), (b) or (c) above, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of the losses, claims, damages or liabilities (or actions in
      respect thereof) referred to in subsection (a), (b) or (c) above (i) in
      such proportion as is appropriate to reflect the relative benefits
      received by the Offerors on one hand and the Holders on the other from the
      exchange of the Securities or (ii) if the allocation provided by the
      foregoing clause (i) is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but also the relative fault of the
      Offerors on the one hand and the Holders on the other in connection with
      the statements or omissions that resulted in such losses, claims, damages
      or liabilities (or actions in respect thereof) as well as any other
      relevant equitable considerations. The relative fault as between the
      Offerors on the one hand and the Holders on the other shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission or alleged omission to state
      a material fact relates to information supplied by the Issuer or
      Guarantor, as the case may be, on the one hand and the Holders on the
      other, and the parties' relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The
      amount paid by an indemnified party as a result of the losses, claims,
      damages or liabilities referred to in the first sentence of this
      subsection (e) shall be deemed to include any legal or other expenses
      reasonably incurred by such indemnified party in connection with
      investigating or defending any action or claim which is the subject of
      this subsection (e). Notwithstanding any other provision of this
      subsection (e), the Holders of the Securities shall not be required to
      contribute any amount in excess of the amount by which the net proceeds
      received by such Holders from the sale of the Securities pursuant to a
      Registration Statement exceeds the amount of damages which such Holders
      have otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation. For purposes of this
      subsection (e), each person, if any, who controls


                                       16
<PAGE>
      such indemnified party within the meaning of the Securities Act or the
      Exchange Act shall have the same rights to contribution as such
      indemnified party and each person, if any, who controls the Issuer or
      Guarantor, as the case may be, within the meaning of the Securities Act or
      the Exchange Act shall have the same rights to contribution as the Issuer
      or Guarantor, as the case may be.

            (f) The agreements contained in this Section 5 shall survive the
      sale of the Securities pursuant to a Registration Statement and shall
      remain in full force and effect, regardless of any termination or
      cancellation of this Agreement or any investigation made by or on behalf
      of any indemnified party.

6. Additional Interest Under Certain Circumstances.

            (a) Additional interest (the "ADDITIONAL INTEREST") with respect to
      the Initial Securities and the Private Exchange Securities shall be
      assessed as follows if any of the following events occur (each such event
      in clauses (1) through (3) below being herein called a "REGISTRATION
      DEFAULT"):

                  (1) if by the Filing Deadline, the Exchange Offer Registration
            Statement has not been filed with the Commission with respect to the
            Registered Exchange Offer,

                  (2) if by the Effectiveness Deadline, the Exchange Offer
            Registration Statement has not been declared effective or if by the
            Consummation Deadline, the Shelf Registration Statement has not been
            declared effective or the Registered Exchange Offer has not been
            consummated,

                  (3) if by the Effectiveness Deadline, the Exchange Offer
            Registration Statement has been declared effective, or if by the
            Consummation Deadline, the Shelf Registration Statement has been
            declared effective but:

                        (a) such registration statements cease to be effective,
                  prior to expiration of the time periods described in Sections
                  1 and 2, if so required, or

                        (b) such registration statements cease to be useable in
                  connection with resales of Securities prior to expiration of
                  the time periods described in Sections 1 and 2, if so
                  required,

      Additional Interest shall accrue on the Initial Securities and the Private
      Exchange Securities over and above the interest set forth in the title of
      the Securities from and including the date on which any such Registration
      Default shall occur to but excluding the date on which all such
      Registration Defaults have been cured, at a rate of 0.25% per annum (the
      "ADDITIONAL INTEREST RATE") for the first 90-day period immediately
      following the occurrence of such Registration Default. The Additional
      Interest Rate shall increase by an additional 0.25% per annum with respect
      to each subsequent 90-day


                                       17
<PAGE>
      period until all Registration Defaults have been cured, up to a maximum
      Additional Interest Rate of 0.5% per annum.

            (b) A Registration Default referred to in Section 6(a)(3) shall be
      deemed not to have occurred and be continuing in relation to a Shelf
      Registration Statement or the related prospectus if (i) such Registration
      Default has occurred solely as a result of (x) the filing of a
      post-effective amendment to such Shelf Registration Statement to
      incorporate annual audited financial information with respect to the
      Offerors where such post-effective amendment is not yet effective and
      needs to be declared effective to permit Holders to use the related
      prospectus or (y) other material events, with respect to the Offerors that
      would need to be described in such Shelf Registration Statement or the
      related prospectus and (ii) in the case of clause (y), the Offerors are
      proceeding promptly and in good faith to amend or supplement such Shelf
      Registration Statement and related prospectus to describe such events;
      provided, however, that in any case if such Registration Default occurs
      for a continuous period in excess of 30 days, Additional Interest shall be
      payable in accordance with the above paragraph from the day such
      Registration Default occurs (without regard to the foregoing clauses in
      this paragraph) until such Registration Default is cured.

            (c) Any amounts of Additional Interest due pursuant to Section 6(a)
      above will be payable in the same manner as specified in the Indenture for
      the payment of interest on the Securities on the regular interest payment
      dates with respect to the Securities. The amount of Additional Interest
      will be determined by multiplying the applicable Additional Interest rate
      by the principal amount of the Initial Securities or Private Exchange
      Securities, as the case may be, and further multiplied by a fraction, the
      numerator of which is the number of days such Additional Interest rate was
      applicable during such period (determined on the basis of a 360-day year
      comprised of twelve 30-day months), and the denominator of which is 360.

            (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i)
      the date on which such Security has been exchanged by a person other than
      a broker-dealer for a freely transferable Exchange Security in the
      Registered Exchange Offer, (ii) following the exchange by a broker-dealer
      in the Registered Exchange Offer of an Initial Security for an Exchange
      Security, the date on which such Exchange Security is sold to a purchaser
      who receives from such broker-dealer on or prior to the date of such sale
      a copy of the prospectus contained in the Exchange Offer Registration
      Statement, (iii) the date on which such Security has been effectively
      registered under the Securities Act and disposed of in accordance with the
      Shelf Registration Statement or (iv) the date on which such Security is
      distributed to the public pursuant to Rule 144 under the Securities Act or
      is saleable pursuant to Rule 144(k) under the Securities Act.

      7. Rules 144 and 144A. So long as Transfer Restricted Securities remain
outstanding, each Offeror shall each use its best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time such Offeror is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available such information necessary to permit sales of their securities
pursuant to Rules 144 and


                                       18
<PAGE>
144A. So long as Transfer Restricted Securities remain outstanding, each
Offeror covenants that it will take such further action as any Holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). So long as Transfer
Restricted Securities remain outstanding, the Issuer will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Issuer by the Initial Purchasers upon written request. So long as Transfer
Restricted Securities remain outstanding, upon the written request of any Holder
of Initial Securities, each Offeror shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require each Offeror
to register any of its securities pursuant to the Exchange Act.

      8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering, subject to the consent of
both Offerors (which shall not be unreasonably withheld or delayed), and such
Holders shall be responsible for all underwriting commissions and discounts in
connection therewith.

      No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

9. Miscellaneous.

            (a) Remedies. Each Offeror acknowledges and agrees that any failure
      by such Offeror to comply with its obligations under Section 1 or 2 may
      result in material irreparable injury to the Initial Purchasers or the
      Holders for which there is no adequate remedy at law, that it will not be
      possible to measure damages for such injuries precisely and that, in the
      event of any such failure, the Initial Purchasers or any Holder may obtain
      such relief as may be required to specifically enforce such Offeror's
      obligations under Sections 1 or 2. Each Offeror further agrees to waive
      the defense in any action for specific performance that a remedy at law
      would be adequate.

            (b) Amendments and Waivers. The provisions of this Agreement may not
      be amended, modified or supplemented, and waivers or consents to
      departures from the provisions hereof may not be given, except by both
      Offerors and the written consent of the Holders of a majority in principal
      amount of the Securities affected by such amendment, modification,
      supplement, waiver or consents. Without the consent of the Holder of each
      Security, however, no modification may change the provisions relating to
      the payment of Additional Interest.



                                       19
<PAGE>
            (c) Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand delivery, first-class
      mail, facsimile transmission, or air courier which guarantees overnight
      delivery:

                  (1) if to a Holder of the Securities, at the most current
            address given by such Holder to the Offerors.

                  (2) if to the Initial Purchasers:

                  Credit Suisse First Boston Corporation
                  Deutsche Bank Securities Inc.
                  Salomon Smith Barney Inc.
                  Banc of America Securities LLC
                  J.P. Morgan Securities Inc.
                  Lehman Brothers Inc.
                  c/o Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010-3629
                  Fax No.:  (212) 325-8278
                  Attention:  Transactions Advisory Group

            with a copy to:

                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza

                  New York, NY 10006
                  Fax No.: (212) 225-3999
                  Attention:  Craig B. Brod, Esq.

                  (3) if to the Offerors, at their address as follows:

                  Bottling Group, LLC
                  c/o The Pepsi Bottling Group, Inc.
                  One Pepsi Way
                  Somers, NY 10589
                  Fax No.: (914) 767-1820
                  Attention: Treasurer

            with a copy to:

                  Proskauer Rose, LLP
                  1585 Broadway
                  New York, NY 10036-8299
                  Fax No.: (212) 969 2900
                  Attention:  Henry O. Smith III, Esq.

                  PepsiCo, Inc.


                                       20

<PAGE>
                  700 Anderson Hill Road
                  Purchase, NY 10577-1444
                  Fax No.: (914) 249-8536
                  Attention: Treasurer

            with a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, NY 10017
                  Fax No.: (212) 450-3800
                  Attention: Winthrop B. Conrad, Jr., Esq.

            All such notices and communications shall be deemed to have been
      duly given: at the time delivered by hand, if personally delivered; three
      business days after being deposited in the mail, postage prepaid, if
      mailed; when receipt is acknowledged by recipient's facsimile machine
      operator, if sent by facsimile transmission; and on the day delivered, if
      sent by overnight air courier guaranteeing next day delivery.

            (d) No Inconsistent Agreements. Neither Offeror has, as of the date
      hereof, entered into, nor shall it, on or after the date hereof, enter
      into, any agreement with respect to their securities that is inconsistent
      with the rights granted to the Holders herein or otherwise conflicts with
      the provisions hereof.

            (e) Third Party Beneficiaries. The Holders shall be third party
      beneficiaries to the agreements made in this Agreement among the Offerors
      and the Initial Purchasers and shall have the right to enforce such
      agreements directly to the extent they may deem such enforcement necessary
      or advisable to protect their rights or the rights of Holders hereunder.

            (f) Successors and Assigns. This Agreement shall be binding upon
      each Offeror and its successors and assigns.

            (g) Termination of the Guarantor's Obligations. Notwithstanding any
      other provision of this Agreement, in the event that it is determined,
      prior to the consummation of the transactions contemplated in this
      Agreement, that the Guarantee shall never become effective and the
      Guarantee Commencement Date (as defined in the Indenture) shall not occur
      in accordance with the provisions of the Indenture, then at such time, the
      Guarantor's obligations hereunder (except the obligations contained in the
      second sentence of Section 4 and Sections 5(b), 5(d), 5(e) and 5(f), which
      shall remain in effect) shall cease.

            (h) Counterparts. This Agreement may be executed in any number of
      counterparts and by the parties hereto in separate counterparts, each of
      which when so executed shall be deemed to be an original and all of which
      taken together shall constitute one and the same agreement.



                                       21
<PAGE>
            (i) Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (j)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
      REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

            The Issuer and the Guarantor hereby submit to the non-exclusive
      jurisdiction of the Federal and state courts in the Borough of Manhattan
      in The City of New York in any suit or proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby.

            (k) Severability. If any one or more of the provisions contained
      herein, or the application thereof in any circumstance, is held invalid,
      illegal or unenforceable, the validity, legality and enforceability of any
      such provision in every other respect and of the remaining provisions
      contained herein shall not be affected or impaired thereby.

            (l) Securities Held by the Offerors. Whenever the consent or
      approval of Holders of a specified percentage of principal amount of
      Securities is required hereunder, Securities held by the Offerors or their
      respective affiliates (other than subsequent Holders of Securities if such
      subsequent Holders are deemed to be affiliates solely by reason of their
      holdings of such Securities) shall not be counted in determining whether
      such consent or approval was given by the Holders of such required
      percentage.






                                       22
<PAGE>
      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each Offeror a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the several Initial Purchasers, the Issuer and the Guarantor in
accordance with its terms.

                                       Very truly yours,

                                       Bottling Group, LLC


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

                                       PepsiCo, Inc.


                                       By: /s/ Lionel L. Nowell III
                                           -------------------------
                                           Name: Lionel L. Nowell III
                                           Title: Senior Vice President and
                                                  Treasurer

The foregoing Registration Rights
Agreement is hereby confirmed and
accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES, LLC
J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.

By: CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ Peter Milhaupt
    -------------------------------------
   Name:  Peter Milhaupt
   Title: Managing Director
<PAGE>
                                                                         ANNEX A

      Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Issuer and the
Guarantor have agreed that, for a period of 180 days after the Expiration Date
(as defined herein), it will make this Prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."







                                      A-1
<PAGE>
                                                                         ANNEX B

      Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."








                                      B-1
<PAGE>
                                                                         ANNEX C

                             PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Issuer and
the Guarantor agreed that, for a period of 180 days after the Expiration Date,
the Issuer will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. In addition, until
______________, 200__, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.

The Issuer will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Securities or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Securities and any commission or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date, the Issuer will promptly
send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any broker-dealer that requests such documents in the Letter
of Transmittal. The Issuer has agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers. The
Issuer and the Guarantor will indemnify the Holders of the Securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act, or will contribute to payments which they may be required to
make in that respect.




                                      C-1
<PAGE>
                                                                         ANNEX D

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

      Name:
               ---------------------------------
      Address:
                --------------------------------



If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.






                                      D-1