Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. Becton, Xxxxxxxxx and Company, a New Jersey corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and Company

Ladies and Gentlemen. BectonWe make reference to the 5-Year Credit Agreement (as amended, Xxxxxxxxx supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, and shall be deemed applicable to be a part of this Agreement to the same extent it as if such provisions it had been set forth 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 full herein; connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein shall be deemed to have been made at Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter -------------------------- NY3:#7330584v6 and as of the date of this Pricing Agreement, except that if each representation and warranty which refers reference therein to the Prospectus in Section 2 of Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designation Letter and the Underwriting Credit Agreement shall be deemed to be a representation or warranty as governed by, and construed in accordance with, the law of the date State of New York. The Borrowing Subsidiary hereby submits to the nonexclusive jurisdiction of any New York state court or Federal court of the Underwriting 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 in relation or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the Prospectus (as therein defined)fullest extent permitted by law, and also a representation and warranty as any objection which it may now or hereafter have to the laying of the date venue of this Pricing Agreement any such proceeding brought in relation 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 Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Credit Agreement. Each reference to Without limiting the Representatives herein and foregoing, the Borrowing Subsidiary joins in the provisions submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Underwriting Agreement so incorporated by reference shall be deemed to refer to youCredit Agreement. Unless otherwise defined hereinTHE PEPSI BOTTLING GROUP, terms defined in the Underwriting Agreement are used herein as therein definedINC. The Representatives designated to act on behalf By: _____________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ______________________________ Name: Title: Form of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the ProspectusDesignation Letter -------------------------- NY3:#7330584v6 ACCEPTED: JPMORGAN CHASE BANK, as the case may beAgent By: ___________________________________ Name: Title: Form of Designation Letter -------------------------- NY3:#7330584v6 EXHIBIT E [FORM OF SUBSTITUTION LETTER] ____________, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives ____ To JPMorgan Chase Bank as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyAgent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. BectonWe make reference to the 5-Year Credit Agreement (as amended, Xxxxxxxxx supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and shall be deemed to be a part of this Agreement the Guarantor hereby represent and warrant to the same extent as if such provisions had been set forth in full herein; Agent and each of Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth therein shall be deemed 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 have been the substitution contemplated hereby as if made at on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of this Pricing Agreement, except that each representation the State of New York. The Company and warranty which refers the Guarantor hereby submit to the Prospectus in Section 2 nonexclusive jurisdiction of the Underwriting Agreement shall be deemed to be a representation United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to this Substitution Letter or the Designated Securities which are the subject transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereinSubstitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus____ To JPMorgan Chase Bank, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyAgent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. BectonReference is made to the Security Agreement (as amended, Xxxxxxxxx amended and Companyrestated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of December 17, 2010, made by NOVELIS INC., a New Jersey corporation amalgamated under the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS BRAND LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, and ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability company and the Guarantors party thereto, in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This Joinder Agreement (“Joinder Agreement”) supplements the Security Agreement and is delivered by the undersigned, [________________] (the "Company"“New Pledgor”), proposes, subject pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the terms Security Agreement by all of the terms, covenants and conditions stated herein and set forth in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell Security Agreement to the Underwriters named in Schedule I hereto (same extent that it would have been bound if it had been a signatory to the "Underwriters") Security Agreement on the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each date of the provisions Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the Underwriting terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement is incorporated herein by reference to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement (provided that for purposes of this sentence, references in its entirety, and such Articles to “Closing Date” or “the date hereof” shall be deemed to be a part the date of execution of this Agreement Joinder Agreement). Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the same extent Collateral Agent, as if such provisions had been set forth in full herein; collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties set forth therein shall be deemed and agrees to have been made at and as each of the date covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement. Annexed hereto are supplements to each of this Pricing the schedules to the Security Agreement and the Credit Agreement, except that each representation and warranty which refers as applicable, with respect to the Prospectus in Section 2 of the Underwriting Agreement New Pledgor. Such supplements shall be deemed to be a representation or warranty as part of the date Security Agreement or the Credit Agreement, as applicable. This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of the Underwriting Agreement counterparts and by different parties hereto in relation to the Prospectus (as therein defined)separate counterparts, each of which when so executed and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference delivered shall be deemed to refer to you. Unless otherwise defined hereinbe an original, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement but all such counterparts together shall constitute one and the address same agreement. Delivery of the Representatives referred to in such Section 12 are set forth at the end an executed counterpart of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance signature page of this letter on behalf of each of the Underwriters is Joinder Agreement by facsimile, e-mail or will be pursuant to the authority set forth other electronic transmission (including in a form of Agreement among Underwriters, the form of which pdf format or other similar format) shall be submitted to the Company for examination upon requesteffective as delivery of a manually executed counterpart of this Joinder Agreement. THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, but without warranty on the part of the Representatives as to the authority of the signers thereofWITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Very truly yoursNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BectonTHE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, Xxxxxxxxx and CompanyFOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS JOINDER AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS JOINDER AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

Ladies and Gentlemen. BectonWe make reference to the 5-Year Credit Agreement (as amended, Xxxxxxxxx supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, and shall be deemed applicable to be a part of this Agreement to the same extent it as if such provisions it had been set forth 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 full herein; connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein shall be deemed to have been made at Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter and as of the date of this Pricing Agreement, except that if each representation and warranty which refers reference therein to the Prospectus in Section 2 of Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designation Letter and the Underwriting Credit Agreement shall be deemed to be a representation or warranty as governed by, and construed in accordance with, the law of the date State of New York. The Borrowing Subsidiary hereby submits to the nonexclusive jurisdiction of any New York state court or Federal court of the Underwriting 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 in relation or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the Prospectus (as therein defined)fullest extent permitted by law, and also a representation and warranty as any objection which it may now or hereafter have to the laying of the date venue of this Pricing Agreement any such proceeding brought in relation 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 Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Credit Agreement. Each reference to Without limiting the Representatives herein and foregoing, the Borrowing Subsidiary joins in the provisions submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Underwriting Agreement so incorporated by reference shall be deemed to refer to youCredit Agreement. Unless otherwise defined hereinTHE PEPSI BOTTLING GROUP, terms defined in the Underwriting Agreement are used herein as therein definedINC. The Representatives designated to act on behalf By: ____________________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ____________________________________ Name: Title: Form of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the ProspectusDesignation Letter ACCEPTED: JPMORGAN CHASE BANK, as the case may beAgent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT E FORM OF SUBSTITUTION LETTER ____________, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives ____ To JPMorgan Chase Bank as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyAgent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. BectonReference is made to that certain security agreement (as amended, Xxxxxxxxx amended and Companyrestated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 3, 2015, made by XXXXXX & XXXXX, INC., a New Jersey Delaware corporation (the "Company"“Borrower”), proposesand the other Grantors party thereto in favor of BANK OF AMERICA, subject N.A., as collateral agent for the Credit Parties (in such capacity and together with any successors in such capacity, the “Collateral Agent”). This letter supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), pursuant to Section 3.3 of the terms Security Agreement. The New Grantor hereby agrees to be bound as a Grantor by all of the terms, covenants and conditions stated herein and set forth in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Security Agreement to the same extent as that it would have been bound if such provisions it had been set forth in full herein; a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Grantor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Grantor thereunder. The New Grantor hereby makes each of the representations and warranties set forth therein shall be deemed and agrees to have been made at and as each of the date of this Pricing Agreement, except that each representation and warranty which refers covenants applicable to the Prospectus Grantors contained in Section 2 the Security Agreement and the Credit Agreement. Annexed hereto are supplements to each of the Underwriting schedules to the Credit Agreement and Perfection Certificate with respect to the New Grantor. Such supplements shall be deemed to be a representation or warranty as part of the date Security Agreement, the Credit Agreement, or the Perfection Certificate, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of the Underwriting Agreement counterparts and by different parties hereto in relation to the Prospectus (as therein defined)separate counterparts, each of which when so executed and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference delivered shall be deemed to refer to you. Unless otherwise defined hereinbe an original, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement but all such counterparts together shall constitute one and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II heretosame agreement. An amendment to the Registration StatementTHIS AGREEMENT SHALL BE GOVERNED BY, or a supplement to the ProspectusAND CONSTRUED IN ACCORDANCE WITH, as the case may beTHE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyBUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

Ladies and Gentlemen. BectonThe Borrower has requested the Agent and the Banks to consent to application of a permanent reduction of the 4-Year Commitment (which will also constitute a permanent reduction of the Commitment) in the manner described below. Capitalized terms used herein and not expressly defined herein shall have the respective meanings assigned thereto in the Agreement. Subsequent to the execution of the Agreement and prior to the date hereof, Xxxxxxxxx and Companythe Borrower executed a $50,000,000 private placement financing. The Borrower now desires to permanently reduce the 4-Year Commitment by $50,000,000 pursuant to Section 2.09 of the Agreement, but to apply (i) at least $45,000,000 of such reduction on a New Jersey corporation non-pro rata basis in Xxxxxxx'x discretion to the Pro Rata Shares of the 4-Year Commitment held by the five Banks currently holding the largest Pro Rata Shares of the 4-Year Commitment (the "CompanyFive Banks"), proposes, subject ) and (ii) up to $5,000,000 of the $50,000,000 4-Year Commitment reduction in Xxxxxxx'x discretion to the terms and conditions stated herein and Pro Rata Shares of the 4-Year Commitment held by any of the Banks on a non-pro rata basis; provided that after giving effect to such reduction in the Underwriting Agreement4-Year Commitment none of the Five Banks' Pro Rata Shares of the 4-Year Commitment shall have been reduced by more than $15,000,000 and Fleet National Bank shall retain the largest Pro Rata Share of the 4-Year Commitment. Xxxxxxx hereby requests the consent of the Banks and the Agent to such 4-Year Commitment permanent reduction which shall occur only upon the consents of the Banks and the Agent becoming effective. Borrower's request for consent shall be deemed withdrawn unless the consent hereto of the Banks and the Agent shall have become effective by April 30, dated .............., 19.. (2000 unless such date is extended by notice from the "Underwriting Agreement"), to issue and sell Borrower to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [Agent. The Agent and the Warrants] specified Banks hereby consent to said permanent reduction of the 4-Year Commitment in Schedule II hereto (the "Designated Securities"). Each of this one instance and waive the provisions of Sections 2.09, 2.16 and 2.18 to the Underwriting extent any of such Sections may be inconsistent with said permanent reduction. The Agent, the Banks and the Borrower hereby confirm that future permanent reductions in the Commitment pursuant to Section 2.09 of the Agreement may be applied by the Borrower toward a reduction in the 4-Year Commitment and/or 364-Day Commitment as Borrower determines, so long as any such reduction is incorporated herein by reference in its entiretyapplied on a pro rata basis to the Pro Rata Shares of the Commitment being reduced. The Borrower, the Agent and the Banks hereby agree that immediately after such permanent reduction of the 4-Year Commitment Exhibit K to the Loan Agreement shall thereupon be deemed amended to be a part accurately reflect the Pro Rata Shares of this Agreement the Banks after giving effect to said permanent reduction of the 4-Year Commitment. The Borrower represents that no Default or Event of Default exists under the Agreement. The amendment and consent contained herein are limited to the same voluntary permanent reduction of the 4-Year Commitment described above only and are not nor shall they be construed as an amendment and/or consent with respect to any other reduction of the Commitment. Except to the extent as if such provisions had been set forth in full herein; of the above-referenced amendment and consent, each of the representations and warranties set forth therein shall be deemed to have been made at and as of above-referenced provisions in the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement remain in relation to the Prospectus (as therein defined), full force and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein definedeffect. The Representatives designated to act on behalf of the Representatives and signatures below on behalf of each of the Underwriters of Borrower, the Designated Securities pursuant Agent and each Bank establishes said party's consent to Section 12 of and agreement with the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II heretoforegoing. An amendment to the Registration Statement, or a supplement to the ProspectusFLEET NATIONAL BANK, as the case may beAgent and a Lender By: /s/ Xxxx X. X'Xxxxxxxx Name: Xxxx X. X'Xxxxxxxx Title: Vice President AGREED TO: XXXXXXX, relating to the Designated SecuritiesINC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer LENDERS: BANK OF AMERICA, in the form heretofore delivered to you is now proposed to be filed with the CommissionN.A., as Bank and as Syndication Agent By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President FIRST UNION NATIONAK BANK, as a Bank and as Documentation Agent By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice Pres. Subject to the terms WACHOVIA BANK, N.A., as a Bank and conditions set forth herein as a Senior Managing Agent By: /s/ M. Xxxxxx Xxxx, III Name: M. Xxxxxx Xxxx, III Title: Senior Vice President THE CHASE MANHATTAN BANK, as a Bank and in the Underwriting Agreement incorporated herein by referenceas a Senior Managing Agent By: /s/ Xxxxxxxx Xxxxxxx, the Company agrees to issue Xx. Name: Xxxxxxxx Xxxxxxx, Xx. Title: Vice President THE NORTHERN TRUST COMPANY., as a Bank By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President THE GOVERNOR & COMPANY OF THE BANK OF IRELAND, as a Bank By: /s/ Xxxx X'Xxxxxxx Name: Xxxx X'Xxxxxxx Title: Executive MELLON BANK, N.A., as a Bank By: /s/ Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxx, Xx. Title: Vice President BANCA MONTE DEI PASCHI DI SIENA S.P.A., as a Bank By: /s/ G. Nataliechi Xxxxxxx X. Xxxxxxx Name: G. Nataliechi Xxxxxxx X. Xxxxxxx Title: S.V.P. & Vice President General Manager XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as a Bank By: /s/ R. Xxxxx Xxxxx Name: R. Xxxxx Xxxxx Title: Vice President THE BANK OF NOVA SCOTIA, as a Bank By: /s/ X.X. Xxxxx Name: X.X. Xxxxx Title: Managing Director KBC BANK N.V., as a Bank By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Vice President HIBERNIA NATIONAL BANK, as a Bank By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Assistant Vice President EXHIBIT K PRO RATA SHARES Name of Bank, Address for Notices and sell to each Instructions for Wire Transfers Pro Rata Share Fleet National Bank 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx X. X'Xxxxxxxx Vice President Telephone: (000) 000-0000 Telecopy: (000) 000-0000 E-mail: xxxx_x_x'xxxxxxxx@xxxxx.xxx Loans and Commitment 18.00% 364-Day Loan and 364-Day Commitment 12.00% 4-Year Loan and 4-Year Commitment 20.0000000000% Wire Transfer Instructions: Fleet National Bank Boston, Massachusetts ABA #000000000 (FNB-MA) Account: Commercial Loan Services Attn: Agent Bank MA Account #: 0000000 G/L Re: Xxxxxxx, Inc. ******************* Name of the UnderwritersLENDER, address for notices and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company Instructions for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyWire Transfers Pro Rata Share For Credit Matters:

Ladies and Gentlemen. BectonWe make reference to the 5-Year Credit Agreement (as amended, Xxxxxxxxx supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and shall be deemed to be a part of this Agreement the Guarantor hereby represent and warrant to the same extent as if such provisions had been set forth in full herein; Agent and each of Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth therein shall be deemed 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 have been the substitution contemplated hereby as if made at on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of this Pricing Agreement, except that each representation the State of New York. The Company and warranty which refers the Guarantor hereby submit to the Prospectus in Section 2 nonexclusive jurisdiction of the Underwriting Agreement shall be deemed to be a representation United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter York City for the purposes of all legal proceedings arising out of or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to this Substitution Letter or the Designated Securities which are the subject transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By: Name: Title: BOTTLING GROUP, LLC By: Name: Title: Form of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereinSubstitution Letter EXHIBIT F FORM OF TERMINATION LETTER ____________, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus____ To JPMorgan Chase Bank, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyAgent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. BectonWe make reference to the 364-Day Credit Agreement (as amended, Xxxxxxxxx supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and shall be deemed to be a part of this Agreement the Guarantor hereby represent and warrant to the same extent as if such provisions had been set forth in full herein; Agent and each of Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth therein shall be deemed 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 have been the substitution contemplated hereby as if made at on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of this Pricing Agreement, except that each representation the State of New York. The Company and warranty which refers the Guarantor hereby submit to the Prospectus in Section 2 nonexclusive jurisdiction of the Underwriting Agreement shall be deemed to be a representation United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter York City for the purposes of all legal proceedings arising out of or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to this Substitution Letter or the Designated Securities which are the subject transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By: Name: Title: BOTTLING GROUP, LLC By: Name: Title: Form of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereinSubstitution Letter EXHIBIT F FORM OF TERMINATION LETTER ____________, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus____ To JPMorgan Chase Bank, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyAgent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. BectonPursuant to Section 2.10 of the Credit Agreement, Xxxxxxxxx the Borrower hereby notifies the Agent of the termination of the total amount of the Commitments, as defined in the Credit Agreement, effective on the earlier to occur of September 28, 2001 or the effective date of a securitization facility acceptable to the Agent. As of the date hereof, and Companyfrom now until the effective date of this notice, a New Jersey corporation there are and shall be no Loans, as defined in the Credit Agreement, outstanding under the Facility. The Borrower acknowledges that it continues to be obligated to Wachovia Bank, N.A. (individually, and together with Wachovia Securities, Inc., collectively, "Wachovia") for obligations with respect to letters of credit issued by Wachovia, for obligations relating to foreign exchange agreements, for treasury management services, and for obligations under the Letter Agreement, and all such obligations, together with all hereafter created or arising obligations of the Borrower to Wachovia of whatever nature (the "Company"), proposesContinuing Obligations ) are and shall continue to be secured under the Security Agreement, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Security Agreement entitled "AGREEMENT TO RELEASE." The Borrower hereby grants to Wachovia, individually and not as Agent, a security interest in the Collateral, as defined in the Security Agreement, to secure the Continuing Obligations, subject to Section 2 of the Security Agreement. Notwithstanding the foregoing, Wachovia hereby agrees to release the Bank Accounts, as defined in the Security Agreement, on the same terms and conditions as set forth in Section 2 with respect to the Release, as defined therein. The Borrower and Wachovia have entered into the Letter Agreement with the intention of exercising commercially reasonable efforts to bring together a syndicate of banks willing to issue commitments to fund a facility as described in the Letter Agreement (the "New Facility"), which New Facility will include a letter of credit facility. The existing letters of credit issued by Wachovia will constitute a portion of such letter of credit facility. The letter of credit facility will be secured by the collateral which will secure the New Facility, and the existing Security Agreement shall be deemed to be a representation or warranty as of terminated. The Borrower agrees that its obligations under the date of Letter Agreement shall continue in accordance with the Underwriting Agreement in relation to the Prospectus (as therein defined)terms thereof and shall be, and also a representation and warranty as of are hereby, secured under the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Security Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesIn addition, in the form heretofore delivered event that the New Facility does not become effective on or prior to you October 31, 2001, or if a senior secured credit facility is now proposed closed other than with Wachovia as a lender thereunder prior to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceOctober 31, 2001, the Company Borrower agrees to issue and sell pledge in favor of Wachovia cash collateral equal to each at least 100% of the Underwritersoutstanding Continuing Obligations with respect to letters of credit, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, which pledge shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be made pursuant to the authority set forth documents in a form of Agreement among Underwritersand substance reasonably satisfactory to Wachovia in its sole discretion. Sincerely, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyXxxxxx & Xxxxx Corporation By: /s/ Xxxxxx X. Xxxxxx ---------------------- Xxxxxx X. Xxxxxx Treasurer

Ladies and Gentlemen. BectonReference is made to the Multi-Year Senior Unsecured Credit Agreement dated as of March 10, Xxxxxxxxx and Company2016 (as amended or modified from time to time, the “Credit Agreement”) among Tyco International Holding S.à x.x., a New Jersey corporation private limited liability company incorporated under the laws of Luxembourg (the "Company"“Borrower”), proposesthe Lenders (as defined in the Credit Agreement) party thereto and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein, and all references to Sections herein are references to Sections of the Credit Agreement. Pursuant to Section 2.15 of the Credit Agreement, the Borrower delivered to the Administrative Agent a Commitment Increase Notice dated as of March 1, 2018 (the “Commitment Increase Notice”), requesting that the aggregate amount of the Commitments be increased, and, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. of this consent (the "Underwriting Agreement"this “Consent”), the Borrower and the Lenders party hereto hereby agree to issue and sell increase the aggregate amount of the Commitments to $1,250,000,000. Each Lender executing this Consent agrees to increase its Commitment to the Underwriters named amount so indicated on the attached Schedule I. This agreement to increase the Commitments is subject in Schedule I hereto (all respects to the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each terms of the provisions Credit Agreement and is irrevocable. The increase of Commitments shall become effective as of the Underwriting Agreement is incorporated herein by reference in its entiretydate first above written when, and only when, the Administrative Agent shall be deemed to be a part have received counterparts of this Agreement to Consent executed by the same extent as if such provisions had been set forth in full herein; Borrower and each of the Increasing Lenders. The increase of Commitments is further subject to the delivery to the Administrative Agent of (a) a certified copy of resolutions of the board of managers of the Borrower approving the Commitment Increase and (b) a certificate of the Borrower (which may take the form of the certifications set forth in the Commitment Increase Notice) certifying that as of the date of this Consent (i) the representations and warranties of the Borrower set forth therein shall be deemed to have been made in Article III of the Credit Agreement or any other Loan Document, or which are contained in any certificate or notice delivered at any time by the Borrower under or in connection therewith, and the representations and warranties of each Subsidiary Guarantor set forth in Article III of its Subsidiary Guaranty, were true and correct in all material respects on and as of the date of this Pricing Agreementthe Commitment Increase Notice and are true and correct in all material respects on the Increase Date, except that each before and after giving effect to the Commitment Increase, or, if any such representation or warranty was made as of a specific date, such representation and warranty which refers was NYDOCS02/1136971 TSaRL Consent to Commitment Increase true and correct in all material respects on and as of such date and (ii) at the time of and immediately after giving effect to the Prospectus Commitment Increase, no Default shall have occurred and be continuing. This Consent may be executed in Section 2 any number of the Underwriting Agreement 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 but one and the same agreement. Delivery of an executed counterpart of a representation signature page to this Consent by facsimile or warranty electronic communication (.pdf file) shall be effective as delivery of a manually executed counterpart of this Consent. This Consent shall be governed by, and construed in accordance with, the laws of the date State of the Underwriting Agreement in relation New York. NYDOCS02/1136971 TSaRL Consent to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyCommitment Increase

Ladies and Gentlemen. BectonWe make reference to the 364-Day Credit Agreement (as amended, Xxxxxxxxx supplemented and Companyotherwise modified and in effect from time to time, a New Jersey corporation the "Credit Agreement") dated as of April 30, 2003 among The Pepsi Bottling Group, Inc. (the "Company"), proposesBottling Group, subject LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Credit Agreement until such designation is terminated in accordance with said Section 2.17. The Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Credit Agreement is incorporated herein by reference in its entirety, and shall be deemed applicable to be a part of this Agreement to the same extent it as if such provisions it had been set forth 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 full herein; connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein shall be deemed to have been made at Delaware were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference therein to the Company were a reference to the Borrowing Subsidiary Form of Designation Letter and as of the date of this Pricing Agreement, except that if each representation and warranty which refers reference therein to the Prospectus in Section 2 of Loan Documents were a reference to this Designation Letter. The Borrowing Subsidiary hereby agrees that this Designation Letter and the Underwriting Credit Agreement shall be deemed to be a representation or warranty as governed by, and construed in accordance with, the law of the date State of New York. The Borrowing Subsidiary hereby submits to the nonexclusive jurisdiction of any New York state court or Federal court of the Underwriting 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 in relation or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the Prospectus (as therein defined)fullest extent permitted by law, and also a representation and warranty as any objection which it may now or hereafter have to the laying of the date venue of this Pricing Agreement any such proceeding brought in relation 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 Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Credit Agreement. Each reference to Without limiting the Representatives herein and foregoing, the Borrowing Subsidiary joins in the provisions submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Underwriting Agreement so incorporated by reference shall be deemed to refer to youCredit Agreement. Unless otherwise defined hereinTHE PEPSI BOTTLING GROUP, terms defined in the Underwriting Agreement are used herein as therein definedINC. The Representatives designated to act on behalf By: ____________________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ____________________________________ Name: Title: Form of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the ProspectusDesignation Letter ACCEPTED: JPMORGAN CHASE BANK, as the case may beAgent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT E FORM OF SUBSTITUTION LETTER ____________, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives ____ To JPMorgan Chase Bank as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and CompanyAgent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. Becton, Xxxxxxxxx and The Washington Post Company, a New Jersey Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ............... . . . . . . . . . . ., 19.. 19 . . (the "Underwriting Agreement"), between the Company on the one hand and [the Representative] [and (names of Co-Representatives named therein)] on the other hand], to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [ [ONE FOR THE COMPANY AND EACH OF THE REPRESENTATIVES PLUS ONE FOR EACH COUNSEL] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Becton, Xxxxxxxxx and The Washington Post Company

Ladies and Gentlemen. BectonAs a Lender party to the Credit Agreement, Xxxxxxxxx and Companywe have agreed with the Company pursuant to Section 11.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 11.12, we are permitted to provide you, as a New Jersey corporation prospective [holder of a participation in the Loans (as defined in the "Company"Credit Agreement)] [assignee Lender], proposes, with certain of such non-public information subject to the terms execution and conditions stated herein delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in the Underwriting Agreement, dated .............., 19.. (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities [and the Warrants] specified in Schedule II hereto (the "Designated Securities"). Each consideration of the provisions foregoing, you agree (on behalf of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; yourself and each of the representations your affiliates, directors, officers, employees and warranties set forth therein shall representatives) that (A) such information will not be deemed to have been made at and as of the date of this Pricing Agreement, used by you except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed connection with the Commission. Subject to the terms proposed [participation] [assignment] mentioned above and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference(B) you shall use reasonable precautions, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understandingcustomary procedures for handling confidential information and in accordance with safe and sound banking practices, please sign and return to us [ ] counterparts hereofkeep such information confidential, and upon acceptance hereof provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by youstatute, on behalf of each rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the UnderwritersLenders or the Confidentiality Agreement 185 Xxxxxxxxxxxxxx Xxxxx, this letter and such acceptance hereof(xxx) xx bank examiners, including auditors or accountants, (iv) to the provisions Administrative Agent or any other Lender (or to Chase Securities Inc.), (v) in connection with any litigation to which you or any one or more of the Underwriting Agreement incorporated herein by referenceLenders or the Administrative Agent are a party, shall constitute (vi) to a binding agreement between each subsidiary or affiliate of yours as provided in Section 11.12(a) of the Underwriters Credit Agreement or (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the Companyform hereof; provided, further, that (x) unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any such non-public information (A) by any governmental agency or representative thereof (other than any such request in connection with an examination of your financial condition by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. It is understood that Please indicate your acceptance agreement to the foregoing by signing as provided below the enclosed copy of this letter on behalf of each of Confidentiality Agreement and returning the Underwriters is or will be pursuant same to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereofus. Very truly yours, Becton, Xxxxxxxxx and Company[INSERT NAME OF LENDER]