<PAGE>   1
                                                                     EXHIBIT 4.6
                                                                  CONFORMED COPY

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                                U.S. $250,000,000
                             5 YEAR CREDIT AGREEMENT


                           Dated as of April 22, 1999

                                      among

                         THE PEPSI BOTTLING GROUP, INC.

                               BOTTLING GROUP, LLC

                            THE LENDERS NAMED HEREIN

                            THE CHASE MANHATTAN BANK,
                                    as Agent,


                             CHASE SECURITIES INC.,
                                   as Arranger

                                       and

                    NATIONSBANC MONTGOMERY SECURITIES LLC AND
                            SALOMON SMITH BARNEY INC.

                            as Co-Syndication Agents


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<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
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<S>               <C>                                                                         <C>
                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01      Certain Defined Terms....................................................     1
SECTION 1.02      Computation of Time Periods..............................................    12
SECTION 1.03      Accounting Terms.........................................................    12

                                   ARTICLE II
                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01      The Revolving Credit Advances............................................    13
SECTION 2.02      Making the Revolving Credit Advances.....................................    13
SECTION 2.03      The Competitive Bid Advances.............................................    15
SECTION 2.04      Fees ....................................................................    18
SECTION 2.05      Termination, Reduction or Increase of the Commitments ...................    19
SECTION 2.06      Repayment of Revolving Credit Advances; Evidence
                           of Indebtedness; Extension of Termination Date..................    22
SECTION 2.07      Interest on Revolving Credit Advances....................................    23
SECTION 2.08      Interest Rate Determination..............................................    24
SECTION 2.09      Optional Conversion of Revolving Credit Advances.........................    25
SECTION 2.10      Optional Prepayments of Revolving Credit Advances........................    25
SECTION 2.11      Increased Costs..........................................................    26
SECTION 2.12      Illegality...............................................................    27
SECTION 2.13      Payments and Computations................................................    27
SECTION 2.14      Taxes ...................................................................    28
SECTION 2.15      Sharing of Payments, Etc.................................................    31
SECTION 2.16      Use of Proceeds..........................................................    31
SECTION 2.17      Borrowings by Borrowing Subsidiaries; Substitution of Borrower ..........    31
SECTION 2.18      Mitigation Obligations...................................................    33

                                   ARTICLE III
                     CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01      Conditions Precedent to Effectiveness of Sections 2.01 and 2.03..........    33
SECTION 3.02      Conditions Precedent to Each Revolving Credit Borrowing..................    35
SECTION 3.03      Conditions Precedent to Each Competitive Bid Borrowing...................    35
SECTION 3.04      Determinations Under Section 3.01........................................    36
</TABLE>


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<PAGE>   3
<TABLE>
<S>               <C>                                                                         <C>
                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01      Representations and Warranties of the Loan Parties.......................    36

                                    ARTICLE V
                                    COVENANTS

SECTION 5.01      Affirmative Covenants....................................................    38
SECTION 5.02      Negative Covenants.......................................................    39

                                   ARTICLE VI
                                EVENTS OF DEFAULT

SECTION 6.01      Events of Default........................................................    42

                                   ARTICLE VII
THE AGENT..................................................................................    44

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.01      Amendments, Etc..........................................................    46
SECTION 8.02      Notices, Etc.............................................................    46
SECTION 8.03      No Waiver; Remedies......................................................    47
SECTION 8.04      Costs and Expenses.......................................................    47
SECTION 8.05      Right of Set-off.........................................................    48
SECTION 8.06      Binding Effect...........................................................    49
SECTION 8.07      Assignments and Participations...........................................    49
SECTION 8.08      Confidentiality..........................................................    51
SECTION 8.09      Governing Law............................................................    52
SECTION 8.10      Execution in Counterparts................................................    52
SECTION 8.11      Jurisdiction, Etc........................................................    52
SECTION 8.12      WAIVER OF JURY TRIAL.....................................................    52

                                   ARTICLE IX
                                COMPANY GUARANTEE

SECTION 9.01      Guarantee................................................................    53
SECTION 9.02      Obligations Unconditional................................................    53
SECTION 9.03      Reinstatement............................................................    54
SECTION 9.04      Subrogation..............................................................    54
SECTION 9.05      Remedies ................................................................    54
</TABLE>


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<PAGE>   4
<TABLE>
<S>               <C>                                                                         <C>
SECTION 9.06      Continuing Guarantee.....................................................    54

                                    ARTICLE X
                              SUBSIDIARY GUARANTEE

SECTION 10.01     Subsidiary Guarantee.....................................................    54
SECTION 10.02     Limitation of Guarantor's Liability......................................    56
</TABLE>

SCHEDULE I

SCHEDULE 2        APPLICABLE MARGIN

EXHIBIT A-1       FORM OF NOTICE OF REVOLVING CREDIT BORROWING

EXHIBIT A-2       FORM OF NOTICE OF COMPETITIVE BID BORROWING

EXHIBIT A-3       FORM OF EXTENSION AGREEMENT

EXHIBIT B         FORM OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT C         FORM OF OPINION OF COUNSEL FOR THE COMPANY AND THE GUARANTOR

EXHIBIT D         FORM OF DESIGNATION LETTER

EXHIBIT E         FORM OF SUBSTITUTION LETTER

EXHIBIT F         FORM OF TERMINATION LETTER


                                      iii
<PAGE>   5
                                CREDIT AGREEMENT

                           Dated as of April 22, 1999

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


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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

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

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

                  "Applicable Margin" means with respect to any Eurodollar Rate
Advance or with respect to the facility fees payable hereunder, as the case may
be, for any day, the applicable rate
<PAGE>   6
per annum set forth in Schedule 2; provided, that, for purposes of calculating
the Applicable Margin, (i) if either Moody's or S&P shall not have in effect a
rating for the Company, then the Applicable Margin shall be determined based on
the highest applicable facility fee or LIBOR Margin in Schedule 2, (ii) if the
ratings established or deemed to have been established by Moody's and S&P for
the Company shall fall within different categories, the Applicable Margin shall
be based on the higher of the two ratings unless one of the two ratings is two
or more categories lower than the other, in which case the Applicable Margin
shall be determined by reference to the category next below that of the higher
of the two ratings; and (iii) if the ratings established or deemed to have been
established by Moody's and S&P for the Company shall be changed (other than as a
result of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency, irrespective of when notice of such change shall have been furnished by
the Borrower to the Agent and the Lenders. Each change in the Applicable Margin
shall apply during the period commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change.

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

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

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

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

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

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

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

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


                                       2
<PAGE>   7
                  "Borrowing Subsidiary" means any Subsidiary of the Company, as
to which a Designation Letter has been delivered to the Agent and as to which a
Termination Letter has not been delivered to the Agent in accordance with
Section 2.17.

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

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

                  "Commitment" has the meaning specified in Section 2.01.

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

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

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

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

                  "Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus, without duplication and to the extent reflected as
a charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense, (b) interest expense, amortization or writeoff of
debt discount with respect to Debt (including the Advances), (c) depreciation
and amortization expense, (d) amortization of intangibles (including, but not


                                       3
<PAGE>   8
limited to, goodwill) and organization costs, (e) any extraordinary expenses or
losses (including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, losses on sales of
assets outside of the ordinary course of business), and (f) any other non-cash
charges, and minus, to the extent included in the statement of such Consolidated
Net Income for such period, the sum of (a) any extraordinary income or gains
(including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business) and (b) any other non-cash
income, all as determined on a Consolidated basis; in each case exclusive of the
cumulative effect of foreign currency gains or losses. For the purposes of
calculating Consolidated EBITDA for any period pursuant to any determination of
the Consolidated Leverage Ratio, if during such period the Company or any
Subsidiary, including the Guarantor, shall have made an acquisition or incurred
or assumed (without duplication of any Debt incurred to refinance such assumed
Debt) any Debt, Consolidated EBITDA for such period shall be calculated after
giving pro forma effect thereto as if such acquisition occurred and such Debt
had been incurred or assumed or refinanced on the first day of such period.

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

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

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

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


                                       4
<PAGE>   9
                  "Consolidated Total Debt" means, at any date (i) the aggregate
principal amount of all Debt of the Company and its Subsidiaries, including the
Guarantor minus (ii) the aggregate amount (not in excess of $500,000,000) of all
cash and cash equivalents of the Company and its Subsidiaries, in each case at
such date and determined on a Consolidated basis in accordance with GAAP.

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

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

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

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


                                       5
<PAGE>   10
                  "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

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

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

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

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

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

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

                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" opposite
its name on Schedule 1 hereto or in the Assignment and Acceptance pursuant to
which it became a Lender (or, if no such office is


                                       6
<PAGE>   11
specified, its Domestic Lending Office), or such other office of such Lender as
such Lender may from time to time specify to the Company and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Revolving Credit Borrowing,
an interest rate per annum appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Agent from
time to time for purposes of providing quotations of interest rates applicable
to Dollar deposits in the London interbank market) as of 11:00 A.M. (London
time) on the date two Business Days prior to the first day of such Interest
Period as the rate for Dollar deposits having a term comparable to such Interest
Period, or in the event such offered rate is not available from said Page 3750,
the average (rounded to the nearer whole multiple of 1/16 of 1% per annum, if
such average is not such a multiple) of the rate per annum at which deposits in
U.S. dollars are offered by the principal office of each of the Reference Banks
in London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in
an amount substantially equal to such Reference Bank's Eurodollar Rate Advance
comprising part of such Revolving Credit Borrowing to be outstanding during such
Interest Period and for a period equal to such Interest Period. If the
Eurodollar Rate does not appear on said Page 3750 (or any successor page), the
Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Revolving Credit Borrowing shall be determined by
the Agent on the basis of applicable rates furnished to and received by the
Agent from the Reference Banks two Business Days before the first day of such
Interest Period, subject, however, to the provisions of Section 2.08.

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

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

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

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

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


                                       7
<PAGE>   12
                  "Fiscal Year" means the period of 52 (or 53) weeks ending on
the last Saturday of any calendar year and treated by the Company as its fiscal
year.

                  "5-Year Facility" means the 5 Year Credit Agreement dated as
of the date hereof among each of the parties hereto.

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

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

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

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

                  "Hazardous Materials" means petroleum and petroleum products,
byproducts or breakdown products, radioactive materials, asbestos-containing
materials, radon gas and any other chemicals, materials or substances
designated, classified or regulated as being "hazardous" or "toxic", or words of
similar import, under any federal, state, local or foreign statute, law,
ordinance, rule, regulation, code, order, judgment, decree or judicial or agency
interpretation, policy or guidance.

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

                  "Information Memorandum" means the information memorandum
dated March 1999 used by the Agent in connection with the syndication of the
Commitments.

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


                                       8
<PAGE>   13
                  (i) the Company may not select any Interest Period that ends
after the Termination Date;

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

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

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

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

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

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

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

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

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

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


                                       9
<PAGE>   14
                  "Material Adverse Change" means any material adverse change in
the financial condition, operations or properties of the Company or the Company
and its Subsidiaries (including the Guarantor) taken as a whole.

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

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

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

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

                  "Notice of Competitive Bid Borrowing" has the meaning
specified in Section 2.13(a).

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

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

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

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

                  "Rating" means the rating of the Company's Index Debt by S&P
or Moody's, as the case may be.

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


                                       10
<PAGE>   15
                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

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

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

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

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

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

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

                  "Short Term Facilities" means (i) the $750,000,000 Series A
Senior Notes due 2000 issued pursuant to the Indenture dated as of February 25,
1999 between Pepsi and The Chase Manhattan Bank, as Trustee, as modified by the
First Supplemental Indenture dated as of February 26, 1999 among the Company,
the Guarantor, Pepsi and The Chase Manhattan Bank, as Trustee, and (ii) the
$2,500,000,000 Series B Senior Notes due 2000 issued pursuant to the Indenture
dated as of March 5, 1999 among the Company, the Guarantor and The Chase
Manhattan Bank, as Trustee.

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

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


                                       11
<PAGE>   16
                  "Substitution Date" has the meaning specified in Section
2.17(c).

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

                  "Termination Date" means April 22, 2004 or, if earlier, the
date of termination in whole of the Commitments pursuant to Section 2.05(a) or
6.01 or, in the case of any Lender whose Commitment is extended pursuant to
Section 2.06(b), the date to which such Commitment is extended; provided in each
case that if any such date is not a Business Day, the relevant Termination Date
of such Lender shall be the immediately preceding Business Day.

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

                  "364 Day Facility" means the 364 Day Credit Agreement dated as
of the date hereof among each of the parties hereto.

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

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

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

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

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


                                       12
<PAGE>   17
before the relevant change in GAAP became effective, until either such notice is
withdrawn or such provision is amended in a manner satisfactory to the Company
and the Required Lenders.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01 The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Company and any Borrowing Subsidiary from time
to time on any Business Day during the period from the Effective Date until the
Termination Date in an aggregate amount not to exceed at any time outstanding
the amount set forth opposite such Lender's name on the signature pages hereof
or, if such Lender has entered into any Assignment and Acceptance, set forth for
such Lender in the Register maintained by the Agent pursuant to Section 8.07(c),
as such amount may be reduced pursuant to Section 2.05(a) or increased pursuant
to Section 2.05(c) (such Lender's "Commitment"), provided that the aggregate
amount of the Commitments of the Lenders shall be deemed used from time to time
to the extent of the aggregate amount of the Competitive Bid Advances then
outstanding and such deemed use of the aggregate amount of the Commitments shall
be allocated among the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a "Competitive
Bid Reduction"). Each Revolving Credit Borrowing shall be in an aggregate amount
of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if
less, (i) an aggregate amount equal to the amount by which the aggregate amount
of a proposed Competitive Bid Borrowing requested by the Company exceeds the
aggregate amount of Competitive Bid Advances offered to be made by the Lenders
and accepted by the Company in respect of such Competitive Bid Borrowing, if
such Competitive Bid Borrowing is made on the same date as such Revolving Credit
Borrowing or (ii) the aggregate amount of the unused Commitments, after giving
effect to any Competitive Bid Reductions then in effect) and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments. Within the limits of each
Lender's Commitment, each Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.10 and reborrow under this Section 2.01.

                  SECTION 2.02 Making the Revolving Credit Advances.

                  (a) Each Revolving Credit Borrowing shall be made on notice,
given not later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Revolving Credit Borrowing in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances, or the date
of the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Base Rate Advances, by the Company (on its own behalf
and on behalf of any Borrowing Subsidiary) to the Agent, which shall give to
each Lender prompt notice thereof by telecopier or telex. Each such notice of a
Revolving Credit Borrowing (a "Notice of Revolving Credit Borrowing") shall be
by telecopier or telex, confirmed promptly


                                       13
<PAGE>   18
in writing, in substantially the form of Exhibit A-1 hereto, specifying therein
the requested (i) date of such Revolving Credit Borrowing, (ii) Type of Advances
comprising such Revolving Credit Borrowing, (iii) aggregate amount of such
Revolving Credit Borrowing, (iv) in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance and (v) the name of the relevant Borrower (which shall
be the Company or a Borrowing Subsidiary). Each Lender shall, before 11:00 A.M.
(New York City time), in the case of a Revolving Credit Borrowing consisting of
Eurodollar Rate Advances, or before 1:00 P.M. (New York City time), in the case
of a Revolving Credit Borrowing consisting of Base Rate Advances, on the date of
such Revolving Credit Borrowing, make available for the account of its
Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit Borrowing. After
the Agent's receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such same day funds
available to the relevant Borrower at such Borrower's account at the Agent's
address referred to in Section 8.02.

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

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

                  (d) Unless the Agent shall have received notice from a Lender
prior to the date of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the relevant Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Agent, such Lender and such
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date


                                       14
<PAGE>   19
such amount is made available to such Borrower until the date such amount is
repaid to the Agent, at (i) in the case of a Borrower, the interest rate
applicable at the time to Revolving Credit Advances comprising such Revolving
Credit Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If
such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender's Revolving Credit Advance as part of such
Revolving Credit Borrowing for purposes of this Agreement and shall be made
available in same day funds to the relevant Borrower's account at the Agent's
address referred to in Section 8.02.

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

                  SECTION 2.03 The Competitive Bid Advances.

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

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


                                       15
<PAGE>   20
each Lender of each request for a Competitive Bid Borrowing received by it from
the Company by sending such Lender a copy of the related Notice of Competitive
Bid Borrowing.

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

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

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

                        (y) accept one or more of the offers made by any Lender
                  or Lenders pursuant to paragraph (ii) above, by giving notice
                  to the Agent of the amount of each Competitive Bid Advance
                  (which amount shall be equal to or greater than the minimum
                  amount, and equal to or less than the maximum amount, notified
                  to the Company by the Agent on behalf of such Lender for such
                  Competitive Bid Advance pursuant to paragraph (ii) above) to
                  be made by each Lender as part of such Competitive Bid
                  Borrowing, and reject any remaining offers made by Lenders
                  pursuant to paragraph (ii) above by giving the Agent notice to
                  that effect. If the


                                       16
<PAGE>   21
                  Company accepts any offers made by Lenders pursuant to
                  paragraph (ii) above, such offers shall be accepted in the
                  order of the lowest to highest interest rates or, if two or
                  more Lenders offer to make Competitive Bid Advances at the
                  same interest rate, such offers, if any, shall be accepted in
                  proportion to the amount offered by each such Lender at such
                  interest rate notwithstanding any minimum specified by such
                  Lender in its notice given pursuant to Section 2.03(a)(ii).
                  The Company may not accept offers in excess of the amount
                  specified in accordance with paragraph (i)(v) above.

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

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

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

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, each Borrower may from time to time borrow under this Section
2.03, repay or prepay pursuant to


                                       17
<PAGE>   22
subsection (d) below, and reborrow under this Section 2.03, provided that a
Competitive Bid Borrowing shall not be made within three Business Days of the
date of any other Competitive Bid Borrowing.

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

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

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

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

                  SECTION 2.04 Fees.

                  (a) Facility Fee. The Company agrees to pay to the Agent for
the account of each Lender a facility fee on the aggregate amount of such
Lender's Commitment irrespective of usage from the Effective Date in the case of
each Initial Lender and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each


                                       18
<PAGE>   23
other Lender until the Termination Date (on a daily basis) at the Applicable
Margin, payable in arrears quarterly on the last day of each March, June,
September and December, commencing June 30, 1999, and ending on the Termination
Date.

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

                  (c) Usage Fees. The Company shall pay to the Agent for the
account of each Lender, a usage fee of 10 basis points per annum on the amount
of such Lender's Commitment for each day on which the outstanding amount of the
Advances exceeds 33 1/3% of the aggregate Commitments from the Effective Date in
the case of each Initial Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date (on a daily basis) payable in
arrears quarterly on the last day of each March, June, September and December
commencing June 30, 1999 and ending on the Termination Date.

                  SECTION 2.05 Termination, Reduction or Increase of the
Commitments.

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

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

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


                                       19
<PAGE>   24
                  (1) no Default shall have occurred and be continuing either as
         of the date on which the Company shall notify the Agent of its request
         to increase the aggregate amount of the Commitments or as of the
         related Increase Date (as hereinafter defined); and

                  (2) after giving effect to any such increase, the aggregate
         amount of the Commitments shall not exceed $500,000,000.

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

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

                  (1) the Proposed New Commitment of each New Lender shall be in
         an amount not less than $25,000,000; and

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

                  (iv) If the aggregate Proposed New Commitments of all of the
New Lenders shall be less than the Proposed Aggregate Commitment Increase, then
(unless the Company otherwise requests) the Agent shall, on or prior to the date
that is 15 days after the Increase Notice Date, notify each Lender of the
opportunity to so commit to all or any portion of the Proposed Aggregate
Commitment Increase not committed to by New Lenders pursuant to Section
2.05(c)(iii). Each Lender may, if, in its sole discretion, it elects to do so,
irrevocably offer to commit to all or a portion of such remainder (such Lender's
"Proposed Increased Commitment") by notifying the


                                       20
<PAGE>   25
Agent (which shall give prompt notice thereof to the Company) no later than
11:00 A.M. (New York City time) on the date five days before the Increase Date.

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

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

                  (2) on the Increase Date, if any Revolving Loans are then
         outstanding, the Company shall borrow Revolving Loans from all or
         certain of the Lenders and/or (subject to compliance by the Company
         with Section 8.04(c)) prepay Revolving Loans of all or certain of the
         Lenders such that, after giving effect thereto, the Revolving Loans
         (including, without limitation, the Types and Interest Periods thereof)
         shall be held by the Lenders (including for such purposes New Lenders)
         ratably in accordance with their respective Commitments.

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

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

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

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

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

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


                                       21
<PAGE>   26
                  (vii) No increase in the Commitments contemplated hereby shall
become effective until the Agent shall have received (x) promissory notes in
respect of the Revolving Loans payable to each New Lender and each other Lender
whose Commitment is being increased that, in either case, shall have requested
such promissory notes at least two Business Days prior to the Increase Date, and
(y) evidence satisfactory to the Agent (including an update of the opinion of
counsel provided pursuant to Section 3.01 (g)(iv)) that such increases in the
Commitments, and borrowings thereunder, have been duly authorized.

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

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

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

                  (c) The Company may by written notice to the Agent, not more
than 90 nor less than 60 days prior to the Termination Date then in effect (such
Termination Date following such notice, the "Extension Date"), request that the
Termination Date then in effect be extended for a further period of one year.
Such request shall be irrevocable and binding upon the Company. The Agent shall
promptly notify each Lender of such request. If a Lender agrees, in its
individual and sole discretion, to so extend its Commitment (an "Extending
Lender"), it will notify the Agent, in writing, of its decision to do so not
more than 30 nor less than 20 days before


                                       22
<PAGE>   27
the Termination Date then in effect. The Commitment of any Lender that fails to
accept (or fails to respond to) the Company's request for extension of the
Termination Date (a "Declining Lender") shall be terminated on the Termination
Date theretofore in effect (without regard to extension by other Lenders). The
Extending Lenders, or any of them, shall then have the right to increase their
respective Commitments by an aggregate amount up to the amount of all Declining
Lenders' Commitments, and, to the extent of any shortfall, the Company shall
have the right to require any Declining Lender to assign in full its rights and
obligations under this Agreement to an Eligible Assignee designated by the
Company that agrees to accept all of such rights and obligations (a "Replacement
Lender"), provided that (i) such increase and/or such assignment is otherwise in
compliance with Section 8.07, (ii) such Declining Lender receives payment in
full of an amount equal to the principal amount of all Advances owing to such
Declining Lender, together with accrued interest thereon to the date of such
assignment and all other amounts payable to such Declining Lender under this
Agreement and (iii) any such increase shall be effective on the Extension Date
and any such assignment shall be effective on the date specified by the Company
and agreed to by the Replacement Lender and the Agent. If (i) Extending Lenders
and/or Replacement Lenders provide Commitments in an aggregate amount equal to
51% of the aggregate amount of the Commitments outstanding immediately prior to
the Extension Date in effect at the time the Company requests such extension,
and (ii) no Default shall have occurred and be continuing immediately prior to
the Extension Date, the Termination Date shall be extended by one year (except
that, if the date on which the Termination Date is to be extended is not a
Business Day, such Termination Date as so extended shall be the next preceding
Business Day) from the effective date set forth in an Extension Agreement, in
substantially the form in Exhibit A-3 hereto, which has been duly completed and
signed by the Company, the Agent and the Extending Lenders and Replacement
Lenders party thereto. Such Extension Agreement shall be executed and delivered
no earlier than 30 days prior to the Extension Date. No extension of the
Commitments pursuant to this Section 2.06(c) shall be legally binding on any
party hereto unless and until such party executes and delivers a counterpart of
such Extension Agreement.

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

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


                                       23
<PAGE>   28
                  (b) Eurodollar Rate Advances. During such periods as such
Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at
all times during each Interest Period for such Revolving Credit Advance to the
sum of (x) the Eurodollar Rate for such Interest Period for such Revolving
Credit Advance plus (y) the Applicable Margin, payable in arrears on the last
day of such Interest Period and, if such Interest Period has a duration of more
than three months, on each day that occurs during such Interest Period every
three months from the first day of such Interest Period and on the date such
Eurodollar Rate Advance shall be Converted or paid in full.

                  SECTION 2.08 Interest Rate Determination.

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

                  (b) If, due to a major disruption in the interbank funding
market with respect to any Eurodollar Rate Advances, the Required Lenders notify
the Agent that the Eurodollar Rate for any Interest Period for such Advances
will not adequately reflect the cost to such Required Lenders of making, funding
or maintaining their respective Eurodollar Rate Advances for such Interest
Period, the Agent shall forthwith so notify the Borrower and the Lenders,
whereupon (i) each Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance,
and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit
Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall
notify the Company and the Lenders that the circumstances causing such
suspension no longer exist.

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

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


                                       24
<PAGE>   29
                  (e) Upon the occurrence and during the continuance of any
Event of Default, (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance and (ii) the obligation of the Lenders to make, or to Convert Advances
into, Eurodollar Rate Advances shall be suspended.

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

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

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

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

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

                  SECTION 2.10 Optional Prepayments of Revolving Credit
Advances. The Company may, upon notice not later than 11:00 A.M. (New York City
time) on the date of such payment, in the case of Base Rate Advances, and two
Business Days' notice, in the case of Eurodollar Rate Advances, to the Agent
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Company shall, prepay the outstanding principal
amount of the Revolving Credit Advances comprising part of the same Revolving
Credit Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment


                                       25
<PAGE>   30
on the principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof and (y) in the event of any
such prepayment of a Eurodollar Rate Advance, the Company shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 8.04(d).

                  SECTION 2.11 Increased Costs.

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

                  (b) If, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation or (ii) compliance with any
guideline or request from any central bank or other governmental or regulatory
authority which becomes effective after the date hereof, there shall be any
increase in the amount of capital required or expected to be maintained by any
Lender or any corporation controlling such Lender and the amount of such capital
is increased by or based upon the existence of such Lender's Advances or
commitment to lend hereunder and other commitments of this type by an amount
deemed by such Lender to be material, then, upon demand by such Lender (with a
copy of such demand to the Agent), the Company shall pay to the Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's Advances or commitment to lend hereunder. A certificate as to such
amounts submitted to the Company and the Agent by such Lender shall be
conclusive and binding for all purposes as to the calculations therein, absent
manifest error. Such certificate shall be in reasonable detail and shall certify
that the claim for additional amounts referred to therein is generally
consistent with such Lender's treatment of similarly situated customers of such
Lender whose transactions with such Lender are similarly affected by the change
in circumstances giving rise to such payment, but such Lender shall not be
required to disclose any confidential or proprietary information therein.


                                       26
<PAGE>   31
                  SECTION 2.12 Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent (and provide to the
Company an opinion of counsel to the effect) that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for such Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to fund or
maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, (i) each
Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender
will automatically, upon such demand, Convert into a Base Rate Advance or an
Advance that bears interest at the rate set forth in Section 2.07(a), as the
case may be, and (ii) the obligation of such Lender to make, or to Convert
Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended
until the Agent shall notify the Company and such Lender that the circumstances
causing such suspension no longer exist and such Lender shall make the Base Rate
Advances in the amount and on the dates that it would have been requested to
make Eurodollar Rate Advances had no such suspension been in effect.

                  SECTION 2.13 Payments and Computations.

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

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


                                       27
<PAGE>   32
                  (c) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee or usage fee,
as the case may be; provided, however, that, if such extension would cause
payment of interest on or principal of Eurodollar Rate Advances or LIBO Rate
Advances to be made in the next following calendar month, such payment shall be
made on the next preceding Business Day.

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

                  SECTION 2.14 Taxes.

                  (a) Each Lender is exempt from any withholding imposed under
the laws of the United States in respect of any fees, interest or other payments
to which it is entitled pursuant to this Agreement or any promissory notes
issued hereunder (the "Income") because (i) the Lender is organized under the
laws of the United States; (ii) the Income is effectively connected with the
conduct of a trade or business within the United States within the meaning of
Section 871 of the Internal Revenue Code of 1986, as amended or any successor
thereto (the "Code"); or (iii) the Income is eligible for an exemption by reason
of a tax treaty. The Agent is exempt from any withholding tax imposed under the
laws of the United States in respect of the Income because the Agent is
organized under the laws of the United States.

                  (b) Each Lender organized under the laws of a jurisdiction
outside the United States (each, a "Foreign Lender") shall, on or prior to the
date of its execution and delivery of this Agreement in the case of each Initial
Lender, and on the date of the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Foreign Lender and from time to time
thereafter if requested in writing by the Company or the Agent, provide the
Agent and the relevant Borrower with Internal Revenue Service Form 1001 or 4224,
as appropriate, or any successor or other form prescribed by the Internal
Revenue Service, certifying that such Foreign Lender is exempt or entitled to a
reduced rate of United States withholding tax on any Income that is the subject
of such forms. If the form provided by a Foreign Lender at the time such Foreign
Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, or in excess of the rate
applicable to the Foreign Lender assignor on the date of the Assignment and
Acceptance pursuant to which it became a Foreign


                                       28
<PAGE>   33
Lender, in the case of each other Foreign Lender, withholding tax at such rate
shall be considered excluded from Taxes as defined in Section 2.14(c).

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

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

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

                  (f) Within 30 days after the date of any payment of Taxes or
foreign withholding taxes, the Company shall furnish to the Agent, at its
address referred to in Section 8.02, the original or a certified copy of a
receipt evidencing payment thereof. Prior to making any payment hereunder by or
on behalf of any Borrower through an account or branch outside the United States
or on behalf of any Borrower by a payor that is not a United States person (a
"Foreign Payment"), such Borrower shall determine that no foreign withholding
taxes are payable in


                                       29
<PAGE>   34
respect thereof, and at its expense, shall furnish, or shall cause such payor to
furnish, to the Agent, at such address, a certificate from each appropriate
taxing authority, or an opinion of counsel acceptable to the Agent, in either
case stating that such Foreign Payment is exempt from or not subject to foreign
withholding taxes. Each Lender shall cooperate with each Borrower's efforts
described in this subsection by providing to the extent reasonably within its
means any forms requested by such Borrower substantiating an exemption from
foreign withholding taxes required by any governmental agency. For purposes of
this subsection (f), the terms "United States" and "United States person" shall
have the meaning specified in Section 7701 of the Code. If, as a result of the
enactment, promulgation, execution or ratification of, or any change in or
amendment to, any applicable foreign law or any tax treaty (or in the
application or official interpretation of any law or any tax treaty) that occurs
on or after the date a tax opinion is rendered pursuant to the terms of this
subsection, and which renders such tax opinion incorrect as to the absence of
any foreign withholding tax (a "Foreign Change in Law"), any Borrower shall be
required to deduct any foreign withholding taxes from or in respect of any
Income, then: (i) the sum payable to the applicable Lender shall be increased as
may be necessary so that after making all required deductions for foreign
withholding taxes (including deductions applicable to additional sums payable
under this Section 2.14) such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Borrower shall
make such deductions and (iii) such Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law. Notwithstanding the foregoing, each Borrower shall be entitled
to pay any foreign withholding taxes in any lawful manner so as to reduce any
deductions and such Lender shall to the extent it is reasonably able provide any
documentation or file any forms as may be required by the Internal Revenue
Service or any other foreign governmental agency. In addition, if any Lender is
required to pay directly any foreign withholding tax in respect of any Foreign
Payments made pursuant to this Agreement because a Borrower cannot or does not
legally or timely do so, the Company shall indemnify such Lender for payment of
such tax.

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

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

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


                                       30
<PAGE>   35
survive the payment in full of principal and interest hereunder until the
applicable statute of limitations relating to the payment of any Taxes under
Section 2.14(d) has expired.

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

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

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

                  SECTION 2.17 Borrowings by Borrowing Subsidiaries;
Substitution of Borrower.

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


                                       31
<PAGE>   36
                  (b) If all principal of and interest on all Advances made to
any Borrowing Subsidiary have been paid in full, the Company may terminate the
status of such Borrowing Subsidiary as a Borrower hereunder by furnishing to the
Agent a letter (a "Termination Letter") in substantially the form of Exhibit F,
duly completed and executed by the Company. Any Termination Letter furnished
hereunder shall be effective upon receipt by the Agent, which shall promptly
notify the Lenders, whereupon the Lenders shall, upon payment in full of all
amounts owing by such Borrower hereunder, promptly deliver to the Company
(through the Agent) the promissory notes, if any, of such former Borrower.
Notwithstanding the foregoing, the delivery of a Termination Letter with respect
to any Borrower shall not terminate (i) any obligation of such Borrower that
remains unpaid at the time of such delivery (including without limitation any
obligation arising thereafter in respect of such Borrower under Section 2.11 or
2.14) or (ii) the obligations of the Company under Article IX with respect to
any such unpaid obligations; provided, that if the status of such Borrowing
Subsidiary has been terminated as aforesaid because the Company has sold or
transferred its interest in such Subsidiary, and the Company so certifies to the
Agent at the time of delivery of such Termination Letter, and subject to payment
of said principal and interest, (i) such Subsidiary shall, automatically upon
the effectiveness of the delivery of such Termination Letter and certification,
cease to have any obligation under this Agreement and (ii) the Company shall
automatically be deemed to have unconditionally assumed, as primary obligor, and
hereby agrees to pay and perform, all of such obligations.

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

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

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

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


                                       32
<PAGE>   37
                  SECTION 2.18 Mitigation Obligations. If any Lender requests
compensation under Section 2.11, or if the obligation of any Lender to make or
continue Advances as, or Convert Advances into, Eurodollar Rate Advances is
suspended pursuant to Section 2.12, then, upon the written request of the
Company, such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designations or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.11 or would
cause such Lender not to be subject to such suspension, as the case may be, in
the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not, in the reasonable judgment of such Lender, cause
imposition on such Lender of any material legal or regulatory burdens or
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

                                   ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

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

                  (a) As of the Effective Date, there shall have occurred no
Material Adverse Change since December 26, 1998 that has not been publicly
disclosed.

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

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

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


                                       33
<PAGE>   38
                  (e) As of the Effective Date, the Company shall have paid all
accrued fees and expenses of the Agent and the Lenders (including the accrued
fees and expenses of counsel to the Agent, to the extent invoiced at least one
Business Day prior to the Effective Date).

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

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

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

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

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

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

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

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

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

                  (vi) A favorable opinion of Skadden, Arps, Slate, Meagher &
Flom, LLP, counsel for the Agent.

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


                                       34
<PAGE>   39
                  (h) On or prior to the Effective Date, the Company shall have
completed the initial public offering of its common stock and shall have
received net proceeds thereof in a minimum amount of $2,300,000,000.

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

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

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

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

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

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


                                       35
<PAGE>   40
                  (b) No event has occurred and is continuing, or would result
from such Competitive Bid Borrowing or from the application of the proceeds
therefrom, that constitutes a Default.

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


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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


                                       36
<PAGE>   41
                  (e) The combined balance sheet of the Company as at December
26, 1998, and the related combined statements of operations and cash flows of
the Company for the fiscal year then ended, accompanied by an opinion of KPMG
Peat Marwick, independent public accountants, fairly present the financial
condition of the Company as at such date and the results of the operations of
the Company for the period ended on such date, all in accordance with generally
accepted accounting principles consistently applied. Since December 26, 1998,
there has been no Material Adverse Change that has not been publicly disclosed.

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

                  (g) It is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System),
and no proceeds of any Advance will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock, in either case in a manner that would cause the Advances or
any Lender to be in violation of Regulation U.

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

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

                  (j) Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) the Company's and the
Subsidiaries', including the Guarantor's, computer systems and (ii) equipment
containing embedded microchips (including systems and equipment supplied by
others or with which the Company's or such Subsidiaries' systems interface) and
the testing of all such systems and equipment, as so reprogrammed, will be
completed within such period of time as is required to avoid the occurrence of a
Material Adverse Effect as a result of the failure to complete such
reprogramming. The cost to the Company and such Sub-


                                       37
<PAGE>   42
sidiaries of such reprogramming and testing and of the reasonably foreseeable
consequences of year 2000 to the Company and such Subsidiaries (including,
without limitation, reprogramming errors and the failure of others' systems or
equipment) will not result in a Material Adverse Effect.


                                    ARTICLE V

                                    COVENANTS

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

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

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
of its Subsidiaries to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its property and (ii) all lawful claims that, if unpaid,
might by law become a Lien upon its property; provided, however, that neither
Loan Party nor any of its Subsidiaries shall be required to pay or discharge any
such tax, assessment, charge or claim that is being contested in good faith and
by proper proceedings and as to which appropriate reserves are being maintained,
unless and until any Lien resulting therefrom attaches to its property and
becomes enforceable against its other creditors and such Lien would be
reasonably likely to have a Material Adverse Effect.

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

                  (d) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 45 days after
the end of each of the first three Fiscal Quarters of each Fiscal Year of the
Company, the Consolidated balance


                                       38
<PAGE>   43
sheet of the Company and its Subsidiaries as of the end of such quarter and
Consolidated statements of operations and cash flows of the Company and its
Subsidiaries for the period commencing at the end of the previous Fiscal Year
and ending with the end of such Fiscal Quarter, duly certified (subject to
year-end audit adjustments) by the chief financial officer of the Company as
having been prepared in accordance with GAAP, it being agreed that delivery of
the Company's Quarterly Report on Form 10-Q will satisfy this requirement;

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

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

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

                  (e) Repayment of Short Term Facilities. Repay all Debt
outstanding under the Short Term Facilities on or before May 29, 1999.

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

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

                  (i)  Liens existing prior to the date hereof;


                                       39
<PAGE>   44
                  (ii) Liens on property of, or on shares of stock of or Debt
of, any corporation existing at the time such corporation becomes a Restricted
Subsidiary;

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

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

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

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

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

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

                  (i) Debt of the Guarantor and Borrowing Subsidiaries, if any,
created hereunder and under the 364-Day Facility;

                  (ii) Debt existing on the Effective Date;

                  (iii) Debt of the Guarantor constituting guaranties of Debt of
the Company;

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

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

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


                                       40
<PAGE>   45
                  (vii) other Debt in an aggregate principal amount not
exceeding 15% of Consolidated Net Tangible Assets at any time outstanding;

provided, that the foregoing provisions of this Section 5.02(c) shall cease to
apply to the Guarantor from and after the occurrence of the Substitution Date as
provided in Section 2.17.

                  (d) Restrictive Agreements. Neither Loan Party will enter
into, incur or permit to exist any agreement or other arrangement that prohibits
or restricts the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or
repay loans or advances to, or otherwise transfer assets to the Company;
provided that the foregoing shall not apply to (i) restrictions and conditions
imposed by law or by this Agreement or the 364-Day Facility, (ii) customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iii) restrictions or conditions imposed by any agreement relating to secured
Debt permitted by this Agreement if such restrictions or conditions apply only
to the property or assets securing such Debt, (iv) customary provisions in
leases and other contracts restricting the assignment thereof, (v) any agreement
in effect on the Effective Date, as any such agreement is in effect on such
date, (vi) any agreement binding upon such Subsidiary prior to the date on which
such Subsidiary was acquired by the Company and outstanding on such date, (vii)
customary net worth and other financial maintenance covenants in an agreement
relating to Debt or other obligations incurred in compliance with this
Agreement, and (viii) any agreement refinancing, renewing or replacing any
agreement or Debt referred to in (i) through (vii) above, provided that the
relevant provisions are no more restrictive than those in the agreement or Debt
being refinanced, renewed or replaced.

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

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

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

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


                                       41
<PAGE>   46
                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

                  (a) Any Borrower shall fail to pay any principal of, or
interest on, any Advance or to make any other payment under this Agreement, in
each case within five days after the same becomes due and payable; or

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

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

                  (d) Either Loan Party or any of its Subsidiaries shall fail to
pay any principal of or premium or interest on any Debt that is outstanding in a
principal or notional amount of at least $50,000,000 in the aggregate (but
excluding Debt outstanding hereunder) of such Loan Party or such Subsidiary (as
the case may be), when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate the maturity of such Debt; or any such Debt shall be
declared to be due and payable, or required to be prepaid or redeemed (other
than by a regularly scheduled required prepayment or redemption), purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be
required to be made, in each case prior to the stated maturity thereof; or

                  (e) Either Loan Party or any of its Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against
such Loan Party or any of its Subsidiaries seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment


                                       42
<PAGE>   47
of a receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 30 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or for any substantial part of its property)
shall occur; or such Loan Party of any of its Subsidiaries shall take any
corporate action to authorize any of the actions set forth above in this
subsection (e); or

                  (f) Any judgment or order for the payment of money in excess
of $50,000,000 shall be rendered against either Loan Party or any of its
Material Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any
period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; provided, however, that any such judgment or order shall not be an Event
of Default under this Section 6.01(f) if and for so long as (i) the amount of
such judgment or order is covered by a valid and binding policy of insurance
between the defendant and the insurer covering payment thereof and (ii) such
insurer, which shall be rated at least "A" by A.M. Best Company, has been
notified of, and has not disputed the claim made for payment of, the amount of
such judgment or order; or

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

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

                  (i) A Change of Control shall occur;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Company, declare the
obligation of each Lender to make Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Company, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Company; provided, however, that in the event
of an actual or deemed entry of an order for relief with respect to any Loan
Party or any Borrowing Subsidiary under the Federal Bankruptcy Code, (A) the
obligation of each Lender to make Advances shall automatically be terminated and
(B) the Advances, all such interest and


                                       43
<PAGE>   48
all such amounts shall automatically become and be due and payable, without
presentment, protest or any notice of any kind, all of which are hereby
expressly waived by each Loan Party.


                                   ARTICLE VII

                                    THE AGENT

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

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

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


                                       44
<PAGE>   49
                  The Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for any
Loan Party), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

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

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

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appro-


                                       45
<PAGE>   50
priate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.


                                  ARTICLE VIII

                                  MISCELLANEOUS

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

                  SECTION 8.02 Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Company, any Borrower or the Guarantor, to the Company
at its address at One Pepsi Way, Somers, New York 10589, Attention: General
Counsel, Telecopier No. (914) 767-1161, with a copy to Secretary, Telecopier No.
(914) 767-1161; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender; and if to the Agent, at The Chase Manhattan Bank, Loan
and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
York, 10081, Attention of Nina Wang (Telecopy No. (212) 552-7500), with a copy
to The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017,
Attention of Karen Sharf (Telecopy No. (212) 270-5120); or, as to the Company,
any Borrower, the Guarantor or the Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Company and the Agent. All such notices and
communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answer back, respec-


                                       46
<PAGE>   51
tively, except that notices and communications to the Agent pursuant to Article
II, III or VII shall not be effective until received by the Agent.

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

                  SECTION 8.04 Costs and Expenses.

                  (a) The Company agrees to pay on demand all costs and expenses
of the Agent as set forth in the fee letter between the Company and the Agent
dated March 4, 1999. The Company further agrees to pay on demand all reasonable
costs and expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement and the other documents to be delivered hereunder, including,
without limitation, reasonable fees and expenses of counsel for the Agent and
each Lender in connection with the enforcement of rights under this Section
8.04(a).

                  (b) The Company agrees to indemnify and hold harmless the
Agent and each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or by reason of, or in connection with
the preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with this Agreement, any promissory
note issued hereunder, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Advances, whether or not such
investigation, litigation or proceeding is brought by any Borrower, the
Guarantor, their directors, shareholders or creditors or an Indemnified Party or
any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated, except to
the extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct.

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


                                       47
<PAGE>   52
                  (d) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance or LIBO Rate Advance is made by any Borrower to or for
the account of a Lender other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
or (e), 2.10 or 2.12, acceleration of the maturity of the Advances pursuant to
Section 6.01 or for any other reason, the Company shall, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment or Conversion, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

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

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

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


                                       48
<PAGE>   53
                  SECTION 8.07 Assignments and Participations.

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


                                       49
<PAGE>   54
                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Borrower or the performance or observance by any Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers and discretion under this Agreement as
are delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

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

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

                  (e) Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC"), identified as such


                                       50
<PAGE>   55
in writing from time to time by the Granting Lender to the Agent and the
Company, the option to provide to the Company all or any part of any Advance
that such Granting Lender would otherwise be obligated to make to the Company
pursuant to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Advance, the
Granting Lender shall be obligated to make such Advance pursuant to the terms
hereof. The making of an Advance by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Advance
were made by such Granting Lender. Each party hereto agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 8.07(e), any SPC may (i) with notice to, but
without the prior written consent of, the Company and the Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Advances to the Granting Lender or to any financial institutions (consented
to by the Company and the Agent) providing liquidity and/or credit support to or
for the account of any SPC to support the funding or maintenance of Advances and
(ii) disclose on a confidential basis any non-public information relating to its
Advances to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC.

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

                  (g) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or


                                       51
<PAGE>   56
participant or proposed assignee or participant any information relating to any
Loan Party or any Borrower furnished to such Lender by or on behalf of any Loan
Party or any Borrower; provided that, prior to any such disclosure, the assignee
or participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the Loan Parties or
the Borrowers received by it from such Lender.

                  (h) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement or any promissory note issued to such
Lender hereunder (including, without limitation, the Advances owing to it) in
favor of any Federal Reserve Bank in accordance with Regulation A of the Board
of Governors of the Federal Reserve System.

                  SECTION 8.08 Confidentiality. Neither the Agent nor any Lender
shall disclose any Confidential Information to any Person without the consent of
the Company, other than (a) to the Agent's or such Lender's Affiliates and their
officers, directors, employees, agents and advisors and to actual or prospective
assignees and participants, and then only on a confidential basis, (b) as
required by any law, rule or regulation or judicial process, (c) to any rating
agency when required by it, provided that, prior to any such disclosure, such
rating agency shall undertake to preserve the confidentiality of any
Confidential Information relating to the Loan Parties or the Borrowers received
by it from such Lender and (d) as requested or required by any state, federal or
foreign authority or examiner regulating banks or banking.

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

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

                  SECTION 8.11 Jurisdiction, Etc.

                  (a) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any


                                       52
<PAGE>   57
other manner provided by law. Nothing in this Agreement shall affect any right
that any party may otherwise have to bring any action or proceeding relating to
this Agreement in the courts of any jurisdiction.

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

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


                                   ARTICLE IX

                                COMPANY GUARANTEE

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


                                       53
<PAGE>   58
Company under this Guarantee in the same manner and to the same extent as the
obligations of the Guaranteed Parties.

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

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


                                       54
<PAGE>   59
Article VI hereof for the purposes hereof, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article VI hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by such Company for the purpose
of this Guarantee.


                                    ARTICLE X

                              SUBSIDIARY GUARANTEE

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

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


                                       55
<PAGE>   60
or incurring of any new or additional Debt or obligation or of any action or
non-action on the part of the Guarantor, the Company, any Benefitted Party, any
creditor of the Guarantor, the Company or on the part of any other Person
whomsoever in connection with any obligations the performance of which are
guaranteed under this Guarantee; (d) any defense based upon an election of
remedies by a Benefitted Party, including but not limited to an election to
proceed against the Guarantor for reimbursement; (e) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (f) any defense arising because of a Benefitted Party's election, in
any proceeding instituted under the Bankruptcy Code, of the application of
Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any
borrowing or grant of a security interest under Section 364 of the Bankruptcy
Code. The Guarantor hereby covenants that this Guarantee will not be discharged
except by payment in full of all principal, premium, if any, and interest on the
Advances and all other costs provided for under this Agreement. This is a
Guarantee of payment and not of collectibility.

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

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


                                       56
<PAGE>   61
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.

                                      THE PEPSI BOTTLING GROUP,
                                      INC., as Borrower


                                      By /s/  Christopher Langhoff
                                         -------------------------------
                                         Title:   Assistant Treasurer


                                      BOTTLING GROUP, LLC, as Guarantor


                                      By /s/  Pamela C. McGuire
                                         -------------------------------
                                         Title: Managing Director


                                      THE CHASE MANHATTAN BANK, as Agent


                                      By /s/  Karen M. Sharf
                                         -------------------------------
                                         Title:   Vice President
<PAGE>   62
<TABLE>
<CAPTION>
Commitment                                   Initial Lenders
----------                                   ---------------
<S>                                          <C>
$30,000,000.00                               THE CHASE MANHATTAN BANK, as an Initial
                                             Lender


                                             By    /s/  Karen M. Sharf
                                                ----------------------------------------
                                                Title: Vice President

$30,000,000.00                               BANK OF AMERICA
                                             NATIONAL TRUST AND SAVINGS ASSOCIATION, as
                                             an Initial Lender


                                             By    /s/  W. L. Hess
                                                ----------------------------------------
                                                Title: Managing Director

$30,000,000.00                               CITIBANK, N.A., as an Initial Lender


                                             By    /s/ Laura A. Siracuse
                                                ----------------------------------------
                                                Title: Vice President

$25,000,000.00                               CREDIT SUISSE FIRST BOSTON CORPORATION, as
                                             an Initial Lender


                                             By    /s/ David Kratovil
                                                ----------------------------------------
                                                Title: Director


                                             By    /s/ Robert Hetu
                                                ----------------------------------------
                                                Title: Vice President
</TABLE>
<PAGE>   63
<TABLE>
<S>                                          <C>
$25,000,000.00                               UBS AG as an Initial Lender


                                             By    /s/ Paula Mueller
                                                ----------------------------------------
                                                Title: Director

                                             By    /s/ Roman Edelmann
                                                ----------------------------------------
                                                Title: Director

$20,000,000.00                               LEHMAN COMMERCIAL PAPER INC., as an Initial
                                             Lender


                                             By    /s/ Michele Swanson
                                                ----------------------------------------
                                                Title: Authorized Signatory

$15,000,000.00                               ROYAL BANK OF CANADA, as an Initial Lender


                                             By    /s/ John Crawford
                                                ----------------------------------------
                                                Title: Senior Manager

$12,500,000.00                               BANCO BILBAO VIZCAYA, as an Initial Lender


                                             By    /s/ Pilar Fernadez
                                                ----------------------------------------
                                                Title: Vice President

                                             By    /s/ Eduardo Martinez
                                                ----------------------------------------
                                                Title: Assistant Vice President
</TABLE>
<PAGE>   64
<TABLE>
<S>                                          <C>
$12,500,000.00                               DEUTSCHE BANK AG, as an Initial Lender


                                             By    /s/ Alexander Karow
                                                ----------------------------------------
                                                Title: Assistant Vice President

                                             By    /s/ Stephan Wiedemann
                                                ----------------------------------------
                                                Title: Director

$12,500,000.00                               FLEET NATIONAL BANK, as an Initial Lender


                                             By    /s/ Christopher Criswell
                                                ----------------------------------------
                                                Title: Senior Vice President

$12,500,000.00                               HONG KONG & SHANGHAI BANKING CORP., as an
                                             Initial Lender


                                             By    /s/ Kim Leary
                                                ----------------------------------------
                                                Title: Vice President

$12,500,000.00                               THE BANK OF NEW YORK, as an Initial Lender


                                             By    /s/ Eliza S. Adams
                                                ----------------------------------------
                                                Title: Vice President

$12,500,000.00                               THE NORTHERN TRUST COMPANY, as an Initial
                                             Lender


                                             By    /s/ Nicole Boehm
                                                ----------------------------------------
                                                Title: Commercial Banking Officer

$250,000,000 Total of the Commitments
</TABLE>
<PAGE>   65
                                   SCHEDULE I


<TABLE>
<CAPTION>
Lender                             Domestic Lending Office                 Eurodollar Lending Office
------                             -----------------------                 -------------------------
<S>                                <C>                                     <C>
THE CHASE MANHATTAN BANK           270 Park Avenue                         270 Park Avenue
                                   New York, New York 10017                New York,  New York 10017


BANK OF AMERICA NATIONAL TRUST     1850 Gateway Blvd.                      1850 Gateway Blvd.
   AND SAVINGS ASSOCIATION         Concord, CA 94520                       Concord, CA 94520


CITIBANK, N.A.                     399 Park Avenue                         399 Park Avenue
                                   New York New York 10043                 New York New York 10043


CREDIT SUISSE  FIRST BOSTON        11 Madison Avenue                       Credit Suisse First Boston Cayman
                                   New York, New York, 10010               Islands Branch
                                                                           c/-11 Madison Avenue
                                                                           New York, New York 10010


UBS AG                             677 Washington Blvd.                    677 Washington Blvd
                                   Stamford, CT 06912                      Stamford, CT 06912


LEHMAN COMMERCIAL PAPER INC.       c/- Bankers Trust Company               c/- Bankers Trust Company
                                   130 Liberty Street                      130 Liberty Street
                                   9th Floor                               9th Floor
                                   New York, New York 10006                New York, New York 10006

                                   cc Lehman Commercial Paper Inc.         cc Lehman Commercial Paper Inc.
                                   101 Hudson Street                       101 Hudson Street
                                   30th Floor                              30th Floor
                                   Jersey City, New Jersey 07302           Jersey City, New Jersey 07302


ROYAL BANK OF CANADA               One Liberty Plaza                       One Liberty Plaza
                                   New York, New York 10006-1404           New York, New York 10006-1404

BANCO BILBAO VIZCAYA               1345 Avenue of The Americas             1345 Avenue of The Americas
                                   New York, New York, 10105               New York, New York, 10105


DEUTSCHE BANK AG NEW               31 West 52nd Street                     Cayman Islands Branch
YORK BRANCH AND/OR                 New York, New York, 10019               c/-31 West 52nd Street
CAYMAN ISLANDS BRANCH                                                      New York, New York, 10019

FLEET NATIONAL BANK                One Landmark Sq.                        One Landmark Sq.
                                   Stamford, CT 06904                      Stamford, CT 06904


HONG KONG & SHANGHAI BANKING       HSBC Center                             HSBC Center
CORP.                              26th Floor                              26th Floor
                                   Buffalo, New York, 14206                Buffalo, New York, 14206


THE BANK OF NEW YORK               One Wall Street,                        One Wall Street,
                                   New York, New York 10286                New York, New York 10286


THE NORTHERN TRUST COMPANY         50 South La Salle Street,               50 South La Salle St.
                                   Chicago, Ill. 60675                     Chicago, Ill. 60675
</TABLE>


                                     - 2 -
<PAGE>   66
                                   SCHEDULE 2

                                APPLICABLE MARGIN


<TABLE>
<CAPTION>
                               5-Year                5-Year                5-Year
          Rating            Facility Fee          LIBOR Margin           Drawn Cost
          ------            ------------          ------------           ----------
<S>                         <C>                   <C>                    <C>
A/A2                          8.0 bps               27.0 bps              35.0 bps

A-/A3                         9.0 bps               31.0 bps              40.0 bps

BBB+/Baa1                     12.5 bps              37.5 bps              50.0 bps

BBB/Baa2                      17.5 bps              45.0 bps              62.5 bps

less than or
equal to BBB-/Baa3            25.0 bps              50.0 bps              75.0 bps
</TABLE>


                                     - 3 -
<PAGE>   67
                                                 EXHIBIT A-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING



The Chase Manhattan Bank, as Agent
    for the Lenders parties
    to the 5-Year Credit Agreement
    referred to below
270 Park Avenue
New York, New York 10017                                    [Date]

                 Attention: Nina Wang

Ladies and Gentlemen:

                  The undersigned, The Pepsi Bottling Group, Inc. (the
"Company"), refers to the 5-Year Credit Agreement, dated as of April 22, 1999
(as amended or modified from time to time, the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the undersigned,
Bottling Group, LLC (the "Guarantor"), certain Lenders parties thereto and The
Chase Manhattan Bank, as administrative agent for said Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that
the undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

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

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

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

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

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

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


                                      A-1-1
<PAGE>   68
         (A) the representations and warranties contained in Section 4.01 of the
Credit Agreement (except the representations set forth in the last sentence of
subsection (e) thereof and in subsection (f) thereof (other than clause (ii)
thereof)) are correct in all material respects, on and as of the date of the
Proposed Revolving Credit Borrowing, before and after giving effect to the
Proposed Revolving Credit Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date; and

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


                         Very truly yours,

                         THE PEPSI BOTTLING GROUP, INC.


                         By
                           Title:

                                      A-1-2
<PAGE>   69
                                                    EXHIBIT A-2 - FORM OF NOTICE
                                                                  OF COMPETITIVE
                                                                   BID BORROWING



The Chase Manhattan Bank, as Agent
    for the Lenders parties
    to the 5-Year Credit Agreement
    referred to below
270 Park Avenue
New York, New York 10017                                    [Date]

                  Attention: Nina Wang

Ladies and Gentlemen:

                  The undersigned, The Pepsi Bottling Group, Inc. (the
"Company"), refers to the 5-Year Credit Agreement, dated as of April 22, 1999
(as amended or modified from time to time, the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the undersigned,
Bottling Group, LLC (the "Guarantor"), certain Lenders parties thereto and The
Chase Manhattan Bank, as administrative agent for said Lenders, and hereby gives
you notice pursuant to Section 2.03 of the Credit Agreement that the undersigned
hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in
that connection sets forth the terms on which such Competitive Bid Borrowing
(the "Proposed Competitive Bid Borrowing") is requested to be made:

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


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

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



                                     A-2-1
<PAGE>   70
         date of the Proposed Competitive Bid Borrowing, before and after giving
         effect to the Proposed Competitive Bid Borrowing and to the application
         of the proceeds therefrom, as though made on and as of such date; and

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

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


                                             Very truly yours,

                                             THE PEPSI BOTTLING GROUP, INC.


                                             By
                                                Title:




                                     A-2-2
<PAGE>   71
                                                           EXHIBIT A-3 - FORM OF
                                                             EXTENSION AGREEMENT

                               EXTENSION AGREEMENT


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

The Chase Manhattan Bank, as Agent
  under the 5-Year Credit Agreement referred to below
270 Park Avenue
New York, New York 10017
Attention: Nina Wang


Gentlemen:

                  Each undersigned Lender hereby agrees to extend, effective on
[insert effective date, (the "Extension Date"), the Termination Date under the
5-Year Credit Agreement dated as of April 22, 1999 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement")
among The Pepsi Bottling Group, Inc., Bottling Group, LLC, the Lenders and
agents party thereto and The Chase Manhattan Bank, as administrative agent for
the Lenders, to_________________ date which is one year from the existing
Termination Date. Terms defined in the Credit Agreement are used herein as
therein defined.

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

                [Remainder of this page intentionally left blank]






                                     A-3-1
<PAGE>   72
                                                             EXHIBIT B - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the 5-Year Credit Agreement dated as of
April 22, 1999 (as amended or modified from time to time, the "Credit
Agreement"), among THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the
"Company"), Bottling Group, LLC (the "Guarantor"), the Lenders (as defined in
the Credit Agreement) and The Chase Manhattan Bank, as administrative agent for
the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein
with the same meaning.

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

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

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

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


                                      B-1
<PAGE>   73
the Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service forms required under Section 2.14 of the Credit
Agreement.

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

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

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

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

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

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




                                      B-2
<PAGE>   74
                                   Schedule 1
                                       to
                            Assignment and Acceptance




Percentage interest assigned:                                               ___%

Assignee's Commitment:                                               $__________

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

Effective Date (1):                                        _______________, ____

                                      [NAME OF ASSIGNOR], as Assignor

                                      By
                                      Title:

                                      Dated:                         ,

                                      [NAME OF ASSIGNEE], as Assignee

                                      By
                                      Title:

                                      Dated:                         ,

                                      Domestic Lending Office:
                                               [Address]

                                      Eurodollar Lending Office:
                                               [Address]
-------------------
(1)      This date should be no earlier than five Business Days after the
         delivery of this Assignment and Acceptance to the Agent.
<PAGE>   75
Accepted and Approved this
____ day of ________, ____

THE CHASE MANHATTAN BANK, as Agent



By ___________________________________
   Title:


Approved this ____ day
of ________, ____

THE PEPSI BOTTLING GROUP, INC.



By ___________________________________
   Title:



                                        2
<PAGE>   76
                                                             EXHIBIT C - FORM OF
                                                              OPINION OF COUNSEL
                                                                 FOR THE COMPANY
                                                               AND THE GUARANTOR

                                                                [Effective Date]



To each of the Lenders parties
to the Credit Agreement dated
as of April 22, 1999
among The Pepsi Bottling Group, Inc.,
said Lenders and The Chase Manhattan Bank,
as Agent for said Lenders, and
to The Chase Manhattan Bank, as Agent


                         The Pepsi Bottling Group, Inc.


Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section
3.01(g)(v) of the 5-Year Credit Agreement, dated as of April 22, 1999 (the
"Credit Agreement"), among The Pepsi Bottling Group, Inc. (the "Company"),
Bottling Group, LLC, (the "Guarantor"), the Lenders parties thereto and The
Chase Manhattan Bank, as Agent for said Lenders, providing for extensions of
credit to be made by said Lenders to the Company in an aggregate principal
amount at any one time outstanding of up to $250,000,000. Terms defined in the
Credit Agreement are used herein as therein defined.

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

                  (1) The Credit Agreement.

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

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



                                      C-1
<PAGE>   77
                  (4) The by-laws of the Company and all amendments thereto (the
         "By-laws").

                  (5) A certificate of the Secretary of State of Delaware, dated
         _______________, 1999, attesting to the continued corporate existence
         and good standing of the Company in that State.

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

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

                  (8) A certificate of the Secretary of State of Delaware dated
         _________, 1999, attesting to the continued existence and good standing
         of the Guarantor in that State.

                  (9) Resolutions of the Board of Directors of the Company
         adopted on March 30, 1999.

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

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

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

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

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

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



                                      C-2
<PAGE>   78
                  3. The execution, delivery and performance by the Company and
         the Guarantor of the Credit Agreement (i) are within the Company's
         corporate, and the Guarantor's limited liability company, powers, (ii)
         have been duly authorized by all necessary corporate, or limited
         liability company, action, and (iii) do not contravene (a) the Charter
         or the Bylaws of the Company or the LLC Agreement or Certificate of
         Formation of the Guarantor or (b) to the best of my knowledge (1) any
         United States Federal or New York State law, rule or regulation
         applicable to the Company or the Guarantor (including, without
         limitation, Regulation X of the Board of Governors of the Federal
         Reserve System) or (2) any contractual or legal restriction contained
         in any material judgment, decree, mortgage, agreement, indenture or
         other instrument to which the Company or the Guarantor is a party. The
         Credit Agreement has been duly executed and delivered on behalf of the
         Company and the Guarantor.

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

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

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

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

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

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

                  (c) I express no opinion as to the effect (if any) of the law
         of any jurisdiction (other than the State of New York) wherein any
         Lender may be located or wherein en-


                                      C-3
<PAGE>   79
         forcement of the Credit Agreement may be sought that limits the rates
         of interest that such Lender may charge or collect.

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

                  I am aware that Skadden, Arps, Slate Meagher & Flom LLP will
rely upon the opinions set forth in paragraphs 1, 2 and 3 of this opinion in
rendering their opinion furnished pursuant to Section 3.01 of the Credit
Agreement. In all other respects and for all other purposes, this opinion is
given solely for the benefit of the Agent and the Lenders and may not be relied
upon by any other person or entity without my prior written consent.

                                  Very truly yours,







                                      C-4
<PAGE>   80
                                                                       EXHIBIT D


                           FORM OF DESIGNATION LETTER


                                                              ____________, ____


To The Chase Manhattan Bank
  as Agent

Attention: Nina Wang

Ladies and Gentlemen:

                  We make reference to the 5-Year Credit Agreement (as amended,
supplemented and otherwise modified and in effect from time to time, the "Credit
Agreement") dated as of April 22, 1999 among The Pepsi Bottling Group, Inc. (the
"Company"), Bottling Group, LLC (the "Guarantor"), The Chase Manhattan Bank, as
administrative agent (the "Agent"), and the banks party thereto (the "Initial
Lenders"). Terms defined in the Credit Agreement are used herein as defined
therein.

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

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


                                      D-1
<PAGE>   81
                  The Borrowing Subsidiary represents and warrants that each of
the representations and warranties set forth in Section 4.01 (a) (as if the
reference therein to Delaware were a reference to its jurisdiction of
organization), (b), (c) and (d) of the Credit Agreement are true as if each
reference therein to the Company were a reference to the Borrowing Subsidiary
and as if each reference therein to the Loan Documents were a reference to this
Designation Letter.

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

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

                           THE PEPSI BOTTLING GROUP, INC.


                           By   ___________________________________
                                Title:


                           [NAME OF BORROWING SUBSIDIARY]


                           By   ___________________________________
                                Title:



                                      D-2
<PAGE>   82
ACCEPTED

THE CHASE MANHATTAN BANK
  as Agent



By ___________________________________
     Title:





                                      D-3
<PAGE>   83
                                                                       EXHIBIT E


                           FORM OF SUBSTITUTION LETTER


                                                                __________, ____


To The Chase Manhattan Bank
  as Agent

Attention: Nina Wang

Ladies and Gentlemen:

                  We make reference to the 5-Year Credit Agreement (as amended,
supplemented and otherwise modified and in effect from time to time, the "Credit
Agreement") dated as of April 22, 1999 among The Pepsi Bottling Group, Inc. (the
"Company"), Bottling Group, LLC (the "Guarantor"), The Chase Manhattan Bank, as
administrative agent (the "Agent"), and the banks party thereto (the "Initial
Lenders"). Terms defined in the Credit Agreement are used herein as defined
therein.

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

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

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




                                      E-1
<PAGE>   84
                  The Company and the Guarantor hereby agree that this
Substitution Letter shall be governed by, and construed in accordance with, the
law of the State of New York. The Company and the Guarantor hereby submit to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Substitution Letter or the transactions contemplated hereby.

                                      THE PEPSI BOTTLING GROUP, INC.


                                      By ______________________________
                                           Title:

                                      BOTTLING GROUP, LLC


                                      By ______________________________
                                           Title:



                                      E-2
<PAGE>   85
                                                                       EXHIBIT F


                           FORM OF TERMINATION LETTER




______________, _____


To The Chase Manhattan Bank,
  as Agent

Attention: Nina Wang

Ladies and Gentlemen:

                  We make reference to the 5-Year Credit Agreement (as amended,
supplemented and otherwise modified and in effect from time to time, the "Credit
Agreement") dated as of April 22, 1999 by and among The Pepsi Bottling Group,
Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), The Chase Manhattan
Bank, as administrative agent, and the banks party thereto. Terms defined in the
Credit Agreement are used herein as defined therein.

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


                                        THE PEPSI BOTTLING GROUP, INC.


                                        By   ___________________________________
                                             Title:

                                      F-1