Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedBecton, supplemented Xxxxxxxxx and otherwise modified and in effect from time to timeCompany, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a New Jersey corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .............., 19.. (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bank, as administrative agent to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), ) the Securities [and the banks party thereto Warrants] specified in Schedule II hereto (the "Initial LendersDesignated Securities"). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 Company 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 Guarantor hereby agree 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 Substitution Letter 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 governed bysubmitted to the Company for examination upon request, and construed in accordance with, but without warranty on the law part of the State of New York. The Company and the Guarantor hereby submit Representatives as to the nonexclusive jurisdiction authority of the United States District Court for the Southern District of New York signers thereof. Very truly yours, Becton, Xxxxxxxxx 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 relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxCompany

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights designates [______________] (the "Borrowing Subsidiary"), a Subsidiary of the Company and a corporation duly incorporated under the laws of [_______________] 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 AgreementAgreement until such designation is terminated in accordance with said Section 2.17. The Guarantor Borrowing Subsidiary hereby accepts the above substitution designation and hereby expressly and unconditionally accepts the obligations of the Company a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as upon your execution and return to the Company of the date hereofenclosed copy of this letter, the Guarantor such Borrowing Subsidiary shall become 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 the Companya 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 Guarantor hereby represent transactions contemplated thereby and warrant to for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that the Agent and each Lender that, before may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and after giving effect to this Substitution Letter, (i) warrants that each of the representations and warranties set forth in Section 4.01 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 (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 as if each reference therein to the substitution contemplated hereby Company were a reference to the Borrowing Subsidiary Form of Designation Letter -------------------------- NY3:#7330584v6 and as if made on and as of each reference therein to the date hereof and (ii) no Default has occurred and is continuingLoan Documents were a reference to this Designation Letter. The Company Borrowing Subsidiary hereby agrees that this Designation Letter and the Guarantor hereby agree that this Substitution Letter Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor Borrowing Subsidiary hereby submit submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court or Federal court of the United States of America sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Substitution Letter Designation Letter, the Credit Agreement or for recognition or enforcement of any judgment. The Borrowing Subsidiary irrevocably waives, to the transactions contemplated herebyfullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Credit Agreement. Without limiting the foregoing, the Borrowing Subsidiary joins in the submission, agreements, waivers and consents in Section 8.11 and 8.12 of the Credit Agreement. THE PEPSI BOTTLING GROUP, INC. By:: _____________________________ Name: Title: BOTTLING GROUP, LLC [NAME OF BORROWING SUBSIDIARY] By:: ______________________________ Name: Title: Form of Substitution Designation Letter --------------------------- -------------------------- NY3:#7330584v6 ACCEPTED: JPMORGAN CHASE BANK, as Agent By: ___________________________________ Name: Title: Form of Designation Letter -------------------------- NY3:#7330584v6 EXHIBIT F E [FORM OF TERMINATION SUBSTITUTION LETTER] ____________, ____ To JPMorgan Chase Bank, Bank as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Security Agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “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 April 28December 17, 2004 among The Pepsi Bottling Group2010, Inc. (made by NOVELIS INC., a corporation amalgamated under the "Company")Canada Business Corporations Act, Bottling GroupNOVELIS CORPORATION, LLC (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 "Guarantor")Guarantors party thereto, JPMorgan Chase Bankin favor of BANK OF AMERICA, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the "“Collateral Agent"), and the banks party thereto (the "Initial Lenders"”). Terms defined in This Joinder Agreement (“Joinder Agreement”) supplements the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Security Agreement and designates is delivered by the Guarantor as the exclusive Borrower thereunderundersigned, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:[___________________________ Name: Title: BOTTLING GROUP] (the “New Pledgor”), LLC By:____________________________ Name: Title: Form pursuant to Section 3.5 of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, ____ To JPMorgan Chase Bankcovenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement 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 such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of this Joinder Agreement). Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as Agent Attention: Xxxxxx Xxxxxxcollateral 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 and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the 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 counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile, e-mail or other electronic transmission (including in pdf format or other similar format) shall be effective 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, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR 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. We make reference Reference is made to the 5-Year Credit Amended and Restated Pledge and Security Agreement (as amended, restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “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 April 2817, 2004 among 2013, made by The Pepsi Bottling GroupChefs’ Warehouse, Inc. (Inc., a Delaware corporation, the "Company"), Bottling Group, LLC (the "Guarantor"), other Grantors party thereto and JPMorgan Chase Bank, N.A., as administrative collateral agent (in such capacity and together with any successors in such capacity, the "“Collateral Agent"”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects pursuant 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 8.21 of the Credit Security Agreement. The Guarantor New Grantor hereby accepts agrees to be bound as a Grantor to the above substitution and hereby expressly and unconditionally accepts the obligations Security Agreement by all of the Company terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the 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 Credit Collateral and expressly assumes all obligations and liabilities of a Grantor thereunder. The New Grantor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement, adheres . Annexed hereto are supplements to each of the exhibits to the Security Agreement and schedules to the Credit Agreement and agrees and confirms thatthe Note Agreement, as applicable, with respect to the New Grantor. Such supplements shall be deemed to be part of the date hereofSecurity Agreement, the Guarantor shall become a Borrower for purposes of the Credit Agreement or the Note Agreement, as applicable. This Joinder Agreement and agrees any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed 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 an original, but all such counterparts together shall constitute one and the Guarantor hereby represent and warrant to the Agent and each Lender thatsame agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, before and after giving effect to this Substitution LetterAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM LAW OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxTHE STATE OF NEW YORK.

Ladies and Gentlemen. We make reference The undersigned irrevocably agrees with the Company that, from the date hereof until 180 days following the date of the Underwriting Agreement (the “Underwriting Agreement”) providing for the initial public offering (the “Public Offering”) of the Company’s ordinary shares, no par value per share, and warrants, each representing the right to purchase one ordinary share (the ordinary shares and warrants together, the “Units”), entered into by and between the Company and the Representative, acting as representative to the 5-Year Credit Agreement several underwriters (such period, as amended, supplemented and otherwise modified and in effect from time to timemay be reduced as hereinafter described, the "Credit Agreement") dated “Restriction Period” and the underwriters collectively, the “Underwriters”), the undersigned will not, without the prior written consent of the Representative, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as of April 28, 2004 among The Pepsi Bottling Group, Inc. amended (the "Company"“Exchange Act”), Bottling Groupwith respect to, LLC any ordinary shares of the Company or securities convertible, exchangeable or exercisable into, ordinary shares of the Company beneficially owned, held or hereafter acquired by the undersigned (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"“Securities”). 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, Beneficial ownership shall be calculated in accordance with Section 2.17 13(d) of the Credit AgreementExchange Act. The Guarantor hereby accepts undersigned acknowledges that the above substitution and hereby expressly and unconditionally accepts Company shall provide written notice to the obligations transfer agent of the Company under to inform them of the Credit AgreementRestriction Period, adheres which written notice shall include notification by email. The Representative may consent to an early release from the Credit Agreement and Restriction Period in its sole discretion. If the undersigned is an officer or director of the Company, the Representative agrees and confirms that, as at least three business days before the effective date of any release or waiver of the date hereofforegoing restrictions in connection with a transfer of any Securities, the Guarantor shall become a Borrower for purposes Representative will notify the Company of the Credit Agreement impending release or waiver. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and agrees (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and perform and comply with for the duration that such terms and provisions remain in effect at the time of the Credit Agreement applicable to it as if it had originally executed transfer. 40 Notwithstanding the Credit Agreement as foregoing, the Company. The Company and undersigned may transfer 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 undersigned’s Securities in Section 4.01 accordance with any of the Credit Agreement (except following without 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 prior written consent of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 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. ByRepresentative:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference The Borrower hereby refers to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates requests that the Guarantor as Lender consent to an increase in the exclusive Borrower thereunderaggregate Commitments (the “Commitment Amount Increase”), in accordance with Section 2.17 1.8 of the Credit Agreement, to be effected by an increase in the Commitment of the Lender. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. The Guarantor hereby accepts Commitment Amount Increase shall be in the above substitution and hereby expressly and unconditionally accepts amount of $___________. After giving effect to such Commitment Amount Increase, the obligations Commitment of the Company under Lender shall be $_____________. THIS COMMITMENT AMOUNT INCREASE REQUEST SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The Commitment Amount Increase shall be effective when the executed consent of the Lender is received or otherwise in accordance with Section 1.8 of the Credit Agreement, adheres but not in any case prior to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 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:___________________, ________ . It shall be a condition to the effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.8 of the Credit Agreement shall have been paid. The Borrower hereby certifies that (a) no Default or Event of Default has occurred and is continuing and (b) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents are and remain true and correct in all material respects on the effective date of this Commitment Amount Increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. Please indicate the Lender’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space provided below. Very truly yours, ALPHA CORE STRATEGIES FUND By: Name: Title: BOTTLING GROUP, LLC By:The undersigned hereby consents on this __ day of ____________________________ , to the above-requested Commitment Amount Increase. BANK OF MONTREAL (CHICAGO BRANCH), as Lender By: Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM SCHEDULE I COVENANT REQUIREMENTS BORROWER MINIMUM NUMBER OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxINVESTMENT MANAGERS 7.21(A) MAXIMUM ALLOCATION 7.21(B) MAXIMUM ALLOCATION 7.21(C) MINIMUM REDEEMABLE AMOUNT 7.21(D)

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Security Agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “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 April 28June 8, 2004 among The Pepsi Bottling Groupmade by EH HOLDING CORPORATION, Inc. a Colorado corporation (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"“Issuer”), and Xxxxx Fargo Bank, National Association, as collateral agent (in such capacity and together with any successors in such capacity, the banks party thereto “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the "Initial Lenders"“New Pledgor”). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects , pursuant 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 3.6 of the Credit Security Agreement. The Guarantor New Pledgor 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 as a Pledgor party to the Security Agreement by and perform and comply with the terms and provisions all of the Credit terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it as set forth in the Security Agreement to the same extent that it would have been bound if it had originally executed been a signatory to the Credit Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the Companyfull, 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 Pledgor thereunder. The Company and the Guarantor New Pledgor hereby represent and warrant to the Agent and makes each Lender that, before and after giving effect to this Substitution Letter, (i) of the representations and warranties set forth in Section 4.01 and agrees to each of the Credit Agreement (except covenants applicable to the representations set forth Pledgors contained in the last sentence Security Agreement. Annexed hereto are supplements to each 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 schedules to the substitution contemplated hereby as if made on and as Security Agreement, with respect to the New Pledgor. Such supplements shall be deemed to be part of the date hereof Security Agreement. This Joinder Agreement and (ii) no Default has occurred any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and is continuing. The Company by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the Guarantor hereby agree that this Substitution Letter shall be governed bysame agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 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 GROUPLAW OF THE STATE OF NEW YORK, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM WITHOUT REGARD TO CONFLICTS OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxLAWS PRINCIPLES THEREOF.

Ladies and Gentlemen. We make reference Reference is made to the 5Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended, supplemented and otherwise amended or modified and in effect from time to time, the "“Credit Agreement"”) dated as among Tyco International Holding S.à x.x., a private limited liability company incorporated under the laws of April 28, 2004 among The Pepsi Bottling Group, Inc. Luxembourg (the "Company"“Borrower”), Bottling Groupthe Lenders (as defined in the Credit Agreement) party thereto and Citibank, LLC (the "Guarantor"), JPMorgan Chase BankN.A., as administrative agent for the Lenders (the "“Administrative Agent"), and the banks party thereto (the "Initial Lenders"”). Terms defined in the Credit Agreement are used herein as with the same meaning unless otherwise defined therein. The Company hereby elects herein, and all references 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 Sections herein are references to Sections of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations Pursuant to Section 2.15 of the Company under the Credit Agreement, adheres the Borrower delivered to the Credit Agreement and agrees and confirms that, Administrative Agent a Commitment Increase Notice dated as of March 1, 2018 (the date hereof“Commitment Increase Notice”), requesting that the aggregate amount of the Commitments be increased, and, subject to the terms and conditions of this consent (this “Consent”), the Guarantor shall become a Borrower for purposes and the Lenders party hereto hereby agree to increase the aggregate amount of the Commitments to $1,250,000,000. Each Lender executing this Consent agrees to increase its Commitment to the amount so indicated on the attached Schedule I. This agreement to increase the Commitments is subject in all respects to the terms of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions is irrevocable. The increase of Commitments shall become effective as of the Credit Agreement applicable to it as if it had originally date first above written when, and only when, the Administrative Agent shall have received counterparts of this Consent executed by the Credit Agreement as Borrower and each of the CompanyIncreasing Lenders. The Company and the Guarantor hereby represent and warrant 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 each Lender that, before and after giving effect to (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 Substitution Letter, Consent (i) the representations and warranties of the Borrower set forth in Section 4.01 Article III of the Credit Agreement (except 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 last sentence date of subsection (e) thereof the Commitment Increase Notice and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof Increase Date, before and after giving effect to the substitution contemplated hereby Commitment Increase, or, if any such representation or warranty was made as if made of a specific date, such representation and warranty was NYDOCS02/1136971 TSaRL Consent to Commitment Increase true and correct in all material respects on and as of the such date hereof and (ii) at the time of and immediately after giving effect to the Commitment Increase, no Default has shall have occurred and is be continuing. The Company This Consent 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 but one and the Guarantor hereby agree that same agreement. Delivery of an executed counterpart of a signature page to this Substitution Letter Consent by facsimile or 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 law laws of the State of New York. The Company and the Guarantor hereby submit NYDOCS02/1136971 TSaRL Consent to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxCommitment Increase

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedCentral Power and Light Company, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a Texas corporation (the "Company"), Bottling Groupproposes, 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 subject 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 conditions stated herein and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed byUnderwriting Agreement, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 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:dated _____________________, 1997 (the "Underwriting Agreement"), between the Company on the one hand and Xxxxxxx, Sachs & Co. [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 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 in 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, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Central Power and Light Company By: ........................................... ------------------------- Name: Title: BOTTLING GROUPAccepted as of the date hereof: Xxxxxxx, LLC Xxxxx & Co. [Name(s) of Co-Representative(s)] By:: _____________________________ Name: Title: Form (Xxxxxxx, Sachs & Co.) On behalf of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased Xxxxxxx, Xxxxx & Co. $ [FORM OF TERMINATION LETTERName(s) of Co-Representative(s)] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx[Names of other Underwriters] Total $ SCHEDULE II

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedThe Washington Post Company, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a Delaware corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated . . . . . . . . . . . ., 19 . . (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bankbetween the Company on the one hand and [the Representative] [and (names of Co-Representatives named therein)] on the other hand], as administrative agent to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Securities specified in Schedule II hereto (the "Initial LendersDesignated Securities"). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 Company 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 Guarantor hereby agree 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 Substitution Letter 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 governed bysubmitted to the Company for examination upon request, and construed in accordance with, but without warranty on the law part of the State of New York. The Company and the Guarantor hereby submit Representatives as to the nonexclusive jurisdiction authority of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated herebysigners thereof. THE PEPSI BOTTLING GROUPVery truly yours, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxThe Washington Post Company

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedMeridian Industrial Trust, supplemented and otherwise modified and in effect from time to timeInc., the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a Maryland corporation (the "Company"), Bottling Groupproposes, 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 subject 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 conditions stated herein and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed byUnderwriting Agreement, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] dated ____________, __19__ To JPMorgan Chase Bank(the "Underwriting Agreement"), between the Company on the one hand and Xxxxxxx, Sachs & Co., Prudential Securities Incorporated, X.X. Xxxxxxx & Sons, Inc., Xxxx Xxxxx Xxxx Xxxxxx Incorporated and PaineWebber Incorporated on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase). 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 Shares 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 Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as Agent Attentionthe case may be, relating to the Designated Shares, 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, (a) 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 number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, 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 purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us [one for the Company and one for 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, Meridian Industrial Trust, Inc. By: Xxxxxx Xxxxxx------------------------------------- Name: Title: Accepted as of the date hereof: Xxxxxxx, Sachs & Co. [CO-REPRESENTATIVES] By: ---------------------------- Xxxxxxx, Xxxxx & Co. SCHEDULE I MAXIMUM NUMBER NUMBER OF FIRM OF OPTIONAL SHARES SHARES TO BE WHICH MAY BE UNDERWRITER PURCHASED PURCHASED ----------- --------- --------- Xxxxxxx, Sachs & Co. ............................... [CO-REPRESENTATIVES AND OTHER UNDERWRITERS] ........

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Security Agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “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 April 28December 17, 2004 among The Pepsi Bottling Group2010, Inc. (made by NOVELIS INC., a corporation amalgamated under the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent")Canada Business Corporations Act, and the banks Guarantors party thereto 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 "Initial Lenders"“New Pledgor”), pursuant to Section 3.5 of the Security Agreement. Terms defined The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a Pledgor by all of the terms, covenants and conditions applicable to it set forth in Articles V, VI and VII of the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as the same extent that it would have been bound if it had been 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 signatory to the Credit Agreement and agrees and confirms that, as of on the execution 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 provided that for purposes of this sentence, references in such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of this Joinder Agreement). Without limiting the generality of the foregoing, the New Pledgor 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 Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations set forth and warranties and agrees to each of the covenants applicable to the Pledgors contained in the last sentence Security Agreement and the Credit Agreement. Annexed hereto are supplements to each 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 schedules to the substitution contemplated hereby Security Agreement and the Credit Agreement, as if made on and as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the date hereof Security Agreement or the Credit Agreement, as applicable. This Joinder Agreement and (ii) no Default has occurred any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and is continuing. The Company by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the Guarantor hereby agree that same agreement. Delivery of an executed counterpart of a signature page of this Substitution Letter Joinder Agreement by facsimile, e-mail or other electronic transmission (including in pdf format or other similar format) shall be governed byeffective 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, and construed in accordance withWITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, the law of the State of New YorkTHE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR 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. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated herebyIN 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. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM REMAINDER OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxTHIS PAGE INTENTIONALLY LEFT BLANK.]

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Security Agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “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 April 28November 26, 2004 among The Pepsi Bottling Group2021, Inc. made by DISH DBS Corporation, a Colorado corporation (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"“Issuer”), and U.S. Bank National Association, as collateral agent (in such capacity and together with any successors in such capacity, the banks party thereto “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the "Initial Lenders"“New Pledgor”). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects , pursuant 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 3.6 of the Credit Security Agreement. The Guarantor New Pledgor 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 as a Pledgor party to the Security Agreement by and perform and comply with the terms and provisions all of the Credit terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it as set forth in the Security Agreement to the same extent that it would have been bound if it had originally executed been a signatory to the Credit Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the Companyfull, 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 Pledgor thereunder. The Company and the Guarantor New Pledgor hereby represent and warrant to the Agent and makes each Lender that, before and after giving effect to this Substitution Letter, (i) of the representations and warranties set forth in Section 4.01 and agrees to each of the Credit Agreement (except covenants applicable to the representations set forth Pledgors contained in the last sentence Security Agreement. Annexed hereto are supplements to each 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 schedules to the substitution contemplated hereby as if made on and as Security Agreement, with respect to the New Pledgor. Such supplements shall be deemed to be part of the date hereof Security Agreement. This Joinder Agreement and (ii) no Default has occurred any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and is continuing. The Company by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the Guarantor hereby agree that this Substitution Letter shall be governed bysame agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, and construed in accordance withAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 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 GROUPLAW OF THE STATE OF NEW YORK, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM WITHOUT REGARD TO CONFLICTS OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxLAWS PRINCIPLES THEREOF.

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Goldman Sachs Group, Inc. Inc., a Delaware corporation (the "Company"), Bottling Groupproxxxxx, LLC sxxxxxt to the terms and conditions stated herein and in the Underwriting Agreement, dated . . . . . . . . . . . ., 20 . . (the "GuarantorUnderwriting Agreement")) between the Company on the one hand and Goldman, JPMorgan Chase BankSachs & Co. on the other hand, as administrative agent to issue and sell to the Underxxxxxxx named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Securities specified in Schedule II hereto (the "Initial LendersDesignated Securities"). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 Company Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the Guarantor hereby agree that this Substitution Letter shall address of the Representatives referred to in such Section 13 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 governed byfiled 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 construed 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 accordance withSchedule II hereto, the law principal amount of Designated Securities set forth opposite the State name 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 such Underwriter in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxSchedule I hereto.

Ladies and Gentlemen. We make reference Reference is made to the 5-Year Credit Agreement that certain security agreement (as amended, amended and restated, supplemented and or otherwise modified and in effect from time to time, the "Credit “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 April 28August 3, 2004 among The Pepsi Bottling Group2015, Inc. made by XXXXXX & XXXXX, INC., a Delaware corporation (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"“Borrower”), and the banks other Grantors party thereto in favor of BANK OF AMERICA, 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 "Initial Lenders"“New Grantor”), pursuant to Section 3.3 of the Security Agreement. Terms defined The New Grantor hereby agrees to be bound as a Grantor by all of the terms, covenants and conditions set forth in the Credit Security Agreement are used herein to the same extent that it would have been bound if it had been 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 defined thereincollateral 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 Company New Grantor hereby elects makes each of the representations and warranties and agrees to terminate its rights as a Borrower under each of the Credit covenants applicable to the Grantors contained in the Security 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 Annexed hereto are supplements to each of the Company under the Credit Agreement, adheres schedules to the Credit Agreement and agrees and confirms thatPerfection Certificate with respect to the New Grantor. Such supplements shall be deemed to be part of the 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 date hereofcounterparts and by different parties hereto in separate counterparts, the Guarantor each of which when so executed and delivered shall become a Borrower for purposes of the Credit Agreement and agrees be deemed 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 an original, but all such counterparts together shall constitute one and the Guarantor hereby represent and warrant to the Agent and each Lender thatsame agreement. THIS AGREEMENT SHALL BE GOVERNED BY, before and after giving effect to this Substitution LetterAND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (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) thereofEXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx.

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedVornado Realty Trust, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a Maryland real estate investment trust (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .......... , 1997 (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bankbetween the Company on the one hand and Goldxxx, as administrative agent Xxchs & Co. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Shares specified in Schedule II hereto (the "Initial Lenders"Designated Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase]). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 Shares 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 Company Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the Guarantor hereby agree that this Substitution Letter shall address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be governed byfiled 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 construed each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at 24 the purchase price to the Underwriters set forth in accordance withSchedule II hereto, the law number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto [and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the State Underwriters, and each of New Yorkthe Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the Guarantor hereby submit date on which such Optional Shares are to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bankbe delivered, as Agent Attention: Xxxxxx Xxxxxxdetermined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.]

Ladies and Gentlemen. We make reference to the 5364-Year Day Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 2830, 2004 2003 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ : Name: Title: BOTTLING GROUP, LLC By:____________________________ : Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] LETTER ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

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 2830, 2004 2003 among The Pepsi Bottling Group, Inc. (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby elects to terminate its rights as a Borrower under the Credit Agreement and designates the Guarantor as the exclusive Borrower thereunder, in accordance with Section 2.17 of the Credit Agreement. The Guarantor hereby accepts the above substitution and hereby expressly and unconditionally accepts the obligations of the Company under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, as of the date hereof, the Guarantor shall become a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent and each Lender that, before and after giving effect to this Substitution Letter, (i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on the date hereof and after giving effect to the substitution contemplated hereby as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Company and the Guarantor hereby agree that this Substitution Letter shall be governed by, and construed in accordance with, the law of the State of New York. The Company and the Guarantor hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ : Name: Title: BOTTLING GROUP, LLC By:____________________________ : Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] LETTER ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedAmerUs Life Holdings, supplemented and otherwise modified and in effect from time to timeInc., the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. an Iowa corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated . . . . . . . . . . . ., 19 . . (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bank, as administrative agent to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Securities specified in Schedule II hereto (the "Initial LendersDesignated Securities"). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 [six] 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, on the one hand, and the Company and AmerUs Life Insurance Company, on the Guarantor hereby agree other hand. It is understood that your acceptance of this Substitution Letter 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 governed bysubmitted to the Company for examination upon request, and construed in accordance with, but without warranty on the law part of the State of New York. The Company and the Guarantor hereby submit Representatives as to the nonexclusive jurisdiction authority of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated herebysigners thereof. THE PEPSI BOTTLING GROUPVery truly yours, INC. AmerUs Life Holdings, Inc. By:___________________________ : -------------------------- Name: Title: BOTTLING GROUPAccepted as of the date hereof: Salomon Brothers Inc Goldxxx, LLC Xxchx & Xo. Salomon Brothers Inc By:____________________________ : -------------------------------- Name: Title: Form ---------------------------------------- On behalf of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxxeach of the Underwriters

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedAmerican Greetings Corporation, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. an Ohio corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May __, 1998 (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bankbetween the Company on the one hand and Goldxxx, as administrative agent Xxchx & Xo. [AND (NAMES OF CO-REPRESENTATIVES NAMED THEREIN)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Securities specified in Schedule II hereto (the "Initial LendersDesignated Securities"). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 Company 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 Guarantor hereby agree 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 Substitution Letter 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 governed bysubmitted to the Company for examination upon request, and construed in accordance with, but without warranty on the law part of the State of New York. The Company and the Guarantor hereby submit Representatives as to the nonexclusive jurisdiction authority of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated herebysigners thereof. THE PEPSI BOTTLING GROUPVery truly yours, INC. American Greetings Corporation By:___________________________ : ----------------------------- Name: Title: BOTTLING GROUPAccepted as of the date hereof: Goldxxx, LLC Xxchs & Co. [NAME(S) OF CO-REPRESENTATIVE(S)] By:____________________________ Name: Title: Form .................................................. (Goldxxx, Xxchx & Xo.) On behalf of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx Xxxxxxeach of the Underwriters SCHEDULE I

Ladies and Gentlemen. We make reference to the 5-Year Credit Agreement (as amendedThe Goldxxx Xxxhx Xxxup, supplemented and otherwise modified and in effect from time to timeInc., the "Credit Agreement") dated as of April 28, 2004 among The Pepsi Bottling Group, Inc. a Delaware corporation (the "Company"), Bottling Groupproposes, LLC subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ............, 20.. (the "GuarantorUnderwriting Agreement"), JPMorgan Chase Bank, as administrative agent to issue and sell to the Underwriters named in Schedule I hereto (the "AgentUnderwriters"), and ) the banks party thereto Securities specified in Schedule II hereto (the "Initial LendersDesignated Securities"). 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 Each 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 Underwriting Agreement applicable is incorporated herein by reference in its entirety, and shall be deemed to it be a part of this Agreement to the same extent as if it such provisions had originally executed the Credit Agreement as the Company. The Company and the Guarantor hereby represent and warrant to the Agent been set forth in full herein; and each Lender that, before and after giving effect to this Substitution Letter, (i) of 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 therein shall be deemed to the substitution contemplated hereby as if have been made on at and as of the date hereof 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 (ii) no Default has occurred as therein defined), and is continuingalso 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 Company Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the Guarantor hereby agree that this Substitution Letter shall address of the Representatives referred to in such Section 13 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 governed byfiled 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 construed 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 accordance withSchedule II hereto, the law principal amount of Designated Securities set forth opposite the State name 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 such Underwriter in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxSchedule I hereto.

Ladies and Gentlemen. We make reference to the 5-Year Credit Borrower and Lender have executed and delivered that certain Loan Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") dated as of April 28June 5, 2004 among The Pepsi Bottling Group1997 as amended by that certain Letter Agreement dated March 30, Inc. 1998 as further amended by that certain Letter Agreement dated the date hereof between Borrower and Lender (the "Company"), Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and the banks party thereto (the "Initial LendersLoan Agreement"). Terms Capitalized terms not otherwise 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 have their respective meanings set forth in the last sentence Loan Agreement. Borrower acknowledges that the documents set forth on Exhibit A hereto that were to have been delivered at the Closing have not been delivered. Borrower acknowledges that Lender does not waive delivery of subsection (e) thereof those documents and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct in all material respects on performance of certain conditions, and, as an inducement to Lender to extend the date hereof and after giving effect to the substitution contemplated hereby as if made on and as Maturity Date of the date hereof Loan, Borrower agrees to perform those conditions and (ii) no deliver the documents set forth on Exhibit A hereto, in each case to Lender's satisfaction, within the applicable time periods set forth on Exhibit A hereto. This letter agreement shall constitute a Loan Document. Upon any failure to complete the conditions or deliver the documents within the applicable time periods set forth on Exhibit A, Lender shall have the right to declare an Event of Default has occurred and is continuing. The Company for all purposes under the Loan Agreement and the Guarantor hereby agree that this Substitution Letter other Loan Documents. Except as expressly set forth herein, Lender, has not, and shall not been deemed to have, waived compliance by Borrower with any provision of the Loan Documents or to have waived any rights of Lender thereunder. This letter agreement shall be governed by, construed and construed enforced in accordance with, and governed by, the law laws of the State of New York, without regard to principles of conflicts of laws. The Company This letter agreement may not be modified or amended or any term or provision hereof waived or discharged except by a writing signed by Lender and Borrower. All of the Guarantor hereby submit terms of this letter agreement shall be binding upon Borrower, its respective successors and assigns, and inure to the nonexclusive jurisdiction benefit of the United States District Court for the Southern District of New York and of any New York state court sitting in New Form of Substitution Letter --------------------------- NY3:#7330584v6 York City for the purposes of all legal proceedings arising out of or relating to this Substitution Letter or the transactions contemplated hereby. THE PEPSI BOTTLING GROUP, INC. By:___________________________ Name: Title: BOTTLING GROUP, LLC By:____________________________ Name: Title: Form of Substitution Letter --------------------------- NY3:#7330584v6 EXHIBIT F [FORM OF TERMINATION LETTER] ____________, ____ To JPMorgan Chase Bank, as Agent Attention: Xxxxxx XxxxxxLender.