U.S. $250,000,000 364-DAY SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 1, 2002Credit Agreement • March 28th, 2003 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 28th, 2003 Company Industry Jurisdiction
EXECUTION COUNTERPART _________________________________________________________ _______________________ U.S. $500,000,000 5-YEAR CREDIT AGREEMENT Dated as of April 28, 2004Credit Agreement • July 21st, 2004 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledJuly 21st, 2004 Company Industry Jurisdiction
ARTICLE I DEFINITIONSPepsi Bottling Group Inc • October 7th, 2002 • Beverages • New York
Company FiledOctober 7th, 2002 Industry Jurisdiction
PEPSI BOTTLING HOLDINGS, INC. (as Obligor) PEPSICO, INC. (as Guarantor) and THE CHASE MANHATTAN BANK (as Trustee)Pepsi Bottling Group Inc • March 24th, 1999 • Beverages • New York
Company FiledMarch 24th, 1999 Industry Jurisdiction
Form of Non-Employee Director Restricted Stock AgreementRestricted Stock Agreement • October 13th, 2004 • Pepsi Bottling Group Inc • Beverages • Delaware
Contract Type FiledOctober 13th, 2004 Company Industry Jurisdiction
CONFORMED COPY U.S. $1,200,000,000 REVOLVING BRIDGE LOAN CREDIT AGREEMENT Dated as of October 2, 2002Pepsi Bottling Group Inc • October 7th, 2002 • Beverages • New York
Company FiledOctober 7th, 2002 Industry Jurisdiction
ARTICLE I DEFINITIONSPepsi Bottling Group Inc • October 7th, 2002 • Beverages • New York
Company FiledOctober 7th, 2002 Industry Jurisdiction
as Obligor)Pepsi Bottling Group Inc • March 24th, 1999 • Beverages • New York
Company FiledMarch 24th, 1999 Industry Jurisdiction
BOTTLING GROUP, LLC (as Obligor) andPepsi Bottling Group Inc • March 28th, 2003 • Beverages • New York
Company FiledMarch 28th, 2003 Industry Jurisdiction
Exhibit 1 THE PEPSI BOTTLING GROUP, INC. (a Delaware corporation) 85,000,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: , 1999 THE PEPSI BOTTLING GROUP, INC. (a Delaware corporation) 85,000,000 Shares of Common Stock (Par Value $.01 Per...Purchase Agreement • March 24th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 24th, 1999 Company Industry Jurisdiction
1 EXHIBIT 4.7 EXECUTION COUNTERPART U.S. $250,000,000 364-DAY CREDIT AGREEMENT Dated as of May 3, 2000Extension Agreement • March 28th, 2001 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 28th, 2001 Company Industry Jurisdiction
EXHIBIT 4.9 BOTTLING GROUP, LLC 4-5/8% SENIOR NOTES DUE NOVEMBER 15, 2012 REGISTRATION RIGHTS AGREEMENTPepsi Bottling Group Inc • March 28th, 2003 • Beverages • New York
Company FiledMarch 28th, 2003 Industry Jurisdiction
1 EXHIBIT 4.5 CONFORMED COPY U.S. $250,000,000 364 DAY CREDIT AGREEMENT Dated as of April 22, 1999Day Credit Agreement • March 23rd, 2000 • Pepsi Bottling Group Inc • Beverages • New York
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FORM OF PBG 2004 LONG-TERM INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENTPepsi Bottling Group Inc • October 13th, 2004 • Beverages • Delaware
Company FiledOctober 13th, 2004 Industry Jurisdiction
Exhibit (d)(3) ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is made as of the 4th day of October 2002 by and among PBG Grupo Embotellador Hispano- Mexicano, S.L., a Spanish limited liability company ("PBG Hispano"), Bottling Group, LLC, a...Escrow Agreement • October 7th, 2002 • Pepsi Bottling Group Inc • Beverages • New York
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Exhibit 10.12 FIRST SUPPLEMENTAL INDENTURE Dated as of February 26, 1999Pepsi Bottling Group Inc • March 24th, 1999 • Beverages • New York
Company FiledMarch 24th, 1999 Industry Jurisdiction
ARTICLE IRegistration Rights Agreement • February 26th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledFebruary 26th, 1999 Company Industry Jurisdiction
Form of Non-Employee Director Annual Stock Option AgreementOption Agreement • October 13th, 2004 • Pepsi Bottling Group Inc • Beverages • Delaware
Contract Type FiledOctober 13th, 2004 Company Industry Jurisdiction
RIGHTS AGREEMENT dated as of May 18, 2009 between THE PEPSI BOTTLING GROUP, INC. and MELLON INVESTOR SERVICES LLC, as Rights AgentRights Agreement • July 14th, 2009 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledJuly 14th, 2009 Company Industry JurisdictionReference is made to the Rights Agreement, dated as of May 4, 2009 (the “Existing Rights Agreement”), between the Company and the Rights Agent. Concurrently herewith, the Company and the Rights Agent have duly executed and delivered an amendment to the Existing Rights Agreement terminating such Existing Rights Agreement effective as of the Close of Business (as hereinafter defined) on the date hereof.
BOTTLING GROUP, LLC (as Obligor) and JPMORGAN CHASE BANK, N.A. (as Trustee) Indenture Dated as of March 30, 2006 SENIOR NOTESPepsi Bottling Group Inc • May 1st, 2006 • Beverages • New York
Company FiledMay 1st, 2006 Industry JurisdictionTHIS INDENTURE, between Bottling Group, LLC, a Delaware limited liability company (the “Obligor”), having its principal office at One Pepsi Way, Somers, New York 10589, and JPMorgan Chase Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), is made and entered into as of this 30th day of March, 2006.
BETWEEN PEPSICO, INC. ANDMaster Bottling Agreement • March 11th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 11th, 1999 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER dated as of August 3, 2009Agreement and Plan of Merger • August 4th, 2009 • Pepsi Bottling Group Inc • Beverages • Delaware
Contract Type FiledAugust 4th, 2009 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 3, 2009 among The Pepsi Bottling Group, Inc., a Delaware corporation (the “Company”), PepsiCo, Inc., a North Carolina corporation (“Parent”), and Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey corporation wholly-owned by Parent (“Merger Subsidiary”).
Exhibit 10.5 SHARED SERVICES AGREEMENT This Shared Services Agreement is dated as of __________________, 1999 by and between PepsiCo, Inc., a North Carolina company ("PEP") and The Pepsi Bottling Group, Inc., a Delaware company ("PBG"). WHEREAS, PEP...Shared Services Agreement • March 24th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 24th, 1999 Company Industry Jurisdiction
BETWEEN PEPSICO, INC. ANDMaster Fountain Syrup Agreement • March 11th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 11th, 1999 Company Industry Jurisdiction
SEPARATION AGREEMENT SEPARATION AGREEMENT, dated as of February ___, 1999 (as amended, supplemented or otherwise modified, this "Agreement"), by and between PepsiCo, Inc., a North Carolina corporation ("PEPSICO" or the "CORPORATION"), and The Pepsi...Separation Agreement • February 26th, 1999 • Pepsi Bottling Group Inc • Beverages
Contract Type FiledFebruary 26th, 1999 Company Industry
PEPSICO, INC. (as Obligor) and THE CHASE MANHATTAN BANK (as Trustee)Assumption Agreement • March 24th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 24th, 1999 Company Industry Jurisdiction
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 22nd, 2008 • Pepsi Bottling Group Inc • Beverages
Contract Type FiledJuly 22nd, 2008 Company IndustryThis Amendment No.1 is entered into as of the 1st day of January, 2002 by and among Pepsi Bottling Holdings, Inc. (“Pepsi Holdings”), a Delaware corporation, Bottling Group Holdings, Inc. (“PBG Holdings”), a Delaware corporation, and The Pepsi Bottling Group, Inc. (“PBG”), a Delaware corporation.
U.S. $1,200,000,000 FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 19, 2007 among THE PEPSI BOTTLING GROUP, INC. BOTTLING GROUP, LLC THE LENDERS NAMED HEREIN THE ISSUING LENDERS NAMED HEREIN CITIBANK, N.A., as Agent, CITIGROUP GLOBAL...Credit Agreement • October 25th, 2007 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledOctober 25th, 2007 Company Industry JurisdictionThe Company, the Guarantor, the financial institutions party thereto and the Agent are parties to a $450,000,000 5-Year Credit Agreement dated as of March 22, 2006 (as amended, supplemented and modified and in effect on the Effective Date (as hereinafter defined), the “Existing Credit Agreement”). The Borrowers and certain of the lenders party to the Existing Credit Agreement desire to amend the Existing Credit Agreement in certain respects and to restate in its entirety the Existing Credit Agreement, as so amended (this “Agreement”), and, accordingly, the parties hereto hereby agree to amend the Existing Credit Agreement and restate the Existing Credit Agreement, as so amended, in its entirety, effective as of the Effective Date, and otherwise agree as follows:
On this 25th day of December 2008 in Moscow, Russian FederationPepsi Bottling Group Inc • February 20th, 2009 • Beverages
Company FiledFebruary 20th, 2009 IndustryFrito Lay Manufacturing LLC whose registered address is Mezheninova, 5, Kashira, Moscow Region, Russian Federation in the person of its general director, Paul Kiesler acting on the basis of the charter of the company on the one hand
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2005 • Pepsi Bottling Group Inc • Beverages • Delaware
Contract Type FiledJuly 19th, 2005 Company Industry JurisdictionThis INDEMNIFICATION AGREEMENT is made and entered into as of the ___day of ___20___, by and between The Pepsi Bottling Group, Inc., a Delaware corporation (“PBG”), and ___, a member of PBG’s Board of Directors (the “Director”).
Settlement AgreementSettlement Agreement • July 19th, 2005 • Pepsi Bottling Group Inc • Beverages
Contract Type FiledJuly 19th, 2005 Company IndustrySettlement Agreement dated June 28, 2005 between Bottling Group, LLC, 1 Pepsi Way, Somers, New York 10589 (“PBG”), and PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo”).
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 24th, 2006 • Pepsi Bottling Group Inc • Beverages • Delaware
Contract Type FiledFebruary 24th, 2006 Company Industry JurisdictionAGREEMENT made as of the [ ] (the “Grant Date”), by and between The Pepsi Bottling Group, Inc., a Delaware corporation having its principal office at One Pepsi Way, Somers, New York 10589 (“PBG”), and [ ] (“you” or the “Grantee”).
EXHIBIT 13 MANAGEMENT'S FINANCIAL REVIEW -------------------------------------- ------------------------------------------ OVERVIEW -------- Fiscal year 2001 marked the third year for The Pepsi Bottling Group, Inc. (collectively referred to as "PBG,"...Liquidity and Financial • March 28th, 2002 • Pepsi Bottling Group Inc • Beverages
Contract Type FiledMarch 28th, 2002 Company Industry
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 4th, 2009 • Pepsi Bottling Group Inc • Beverages
Contract Type FiledAugust 4th, 2009 Company IndustryAMENDMENT NO. 1, dated as of August 3, 2009 (this “Amendment No. 1”), to the Rights Agreement (the “Rights Agreement”), dated as of May 18, 2009, between THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
BETWEEN PEPSICO, INC. ANDNon-Cola Bottling Agreement • March 11th, 1999 • Pepsi Bottling Group Inc • Beverages • New York
Contract Type FiledMarch 11th, 1999 Company Industry Jurisdiction