EXHIBIT 4.2
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
CUSIP No. 10138M AE 5
BOTTLING GROUP, LLC
2.45% Senior Note due October 16, 2006
No. R- $
BOTTLING GROUP, LLC, a Delaware limited liability company
(herein called the "Obligor"), for value received, hereby promises to pay to
Cede & Co. as nominee for The Depository Trust Company (the "Holder") or to its
registered assigns, the principal sum of U.S.$ on October 16, 2006 (the
"Maturity Date"), and to pay interest on said principal sum semi-annually on
April 16 and October 16 of each year (each, an "Interest Payment Date"),
commencing April 16, 2004 at the rate of 2.45% per annum of the principal amount
then outstanding from the original issuance date of this Note, until payment of
the principal sum has been made or duly provided for.
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The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to
the person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Record Date for such Interest Payment
Date, which shall be the 15th day (whether or not a Business Day) next preceding
such Interest Payment Date, provided that interest payable on an Interest
Payment Date that is a Redemption Date or the Maturity Date shall be payable to
the Person to whom principal is payable. Any such interest that is payable but
is not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Record Date and may be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not earlier than 10 days prior to such Special Record Date.
Payment of the principal and interest on this Note will be
made at the Place of Payment in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.
Reference is made to the further provisions of this Note and
to certain definitions set forth on the reverse hereof, which shall have the
same effect as though fully set forth at this place. Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Obligor has caused this instrument to
be duly executed by manual or facsimile signature.
Dated: ______________, 200[ ].
BOTTLING GROUP, LLC
By:__________________________________
Authorized Officer
By:__________________________________
Authorized Officer
This is one of the Notes referred to in the within-mentioned
Indenture.
JPMORGAN CHASE BANK, as Trustee
By:__________________________________
Authorized Officer
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BOTTLING GROUP, LLC
2.45% Senior Note due October 16, 2006
Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated; provided,
that the term "Notes" shall mean the Obligor's 2.45% Senior Notes due October
16, 2006, issued under the Indenture hereinafter referred to.
1. INTEREST. Bottling Group, LLC, a Delaware limited liability
company (the "Obligor"), promises to pay interest on the principal amount of
this Note at the rate of 2.45% per annum from October 7, 2003 until payment of
the principal amount hereof has been made or duly provided for. The Obligor
shall pay interest on each Interest Payment Date (or if such day is not a
Business Day, on the next succeeding Business Day and no interest on the amount
payable on such Interest Payment Date shall accrue for the intervening period).
Interest on the Notes shall accrue from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid, from the
Issue Date; provided that if there is no existing default or Event of Default
relating to the payment of interest, and if this Note is authenticated between a
Record Date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be April 16,
2004. The Obligor shall pay interest (including post-petition interest in any
proceeding under any Federal or State bankruptcy, insolvency, reorganization, or
other similar law) on overdue principal and premium, if any, from time to time
on demand at the rate borne by this Note. The Obligor shall pay interest
(including post-petition interest in any proceeding under any Federal or State
bankruptcy, insolvency, reorganization, or other similar law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Obligor shall pay interest on the
Notes (except Defaulted Interest) to the Persons who are registered Holders of
Notes on the Record Date therefor, even if such Notes are cancelled after such
Record Date and on or before such Interest Payment Date, except as provided in
Section 2.06 of the Indenture, provided that interest payable on an Interest
Payment Date that is a Redemption Date or the Maturity Date shall be payable to
the Person to whom principal is payable. The Notes shall be payable as to
principal, premium, if any, and interest at the office or agency of the Obligor
maintained for such purpose as set forth in Section 9.02 of the Indenture, or,
at the option of the Obligor, payment of interest may be made by check mailed to
the Holders at their addresses set forth in the Security Register, and provided
that payment by wire transfer of immediately available funds shall be required
with respect to principal of, premium, if any, and interest on Global Notes and
a Holder of $10,000,000 or more in aggregate principal amount of Notes will be
entitled to receive payments of interest, other than interest due at maturity or
any date of redemption, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee in
writing not less than 15 calendar days prior to the applicable Interest Payment
Date. Payment of principal of, premium, if any, and interest on the Notes shall
be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
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3. PAYING AGENT AND REGISTRAR. Initially, JPMorgan Chase Bank,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Obligor may appoint and change any Paying Agent or Registrar without notice to
any Holder. The Obligor or any of its Subsidiaries may act in any such capacity.
4. INDENTURE. The Obligor issued the Notes under an Indenture
dated as of October 1, 2003 (as it may be amended or supplemented from time to
time in accordance with the terms thereof, the "Indenture") between the Obligor
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act.
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Indenture provides for the issuance of senior notes in one or more series (the
"Senior Notes") and reference is made to the Indenture for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of the
Obligor, the Trustee and the Holders of the Senior Notes and of the terms upon
which the Senior Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated on the face hereof limited in aggregate
principal amount to $500,000,000.
5. OPTIONAL REDEMPTION. The Notes will be redeemable, in whole
or in part, upon not less than 30 nor more than 60 days' notice, at any time at
the option of the Obligor, at the Redemption Price equal to the greater of: (1)
100% of the principal amount of the Notes being redeemed or (2) as determined by
one of the reference Treasury Dealers appointed by the Trustee after
consultation with the Obligor, the sum of the present value of the remaining
scheduled payments of principal and interest on the Notes being redeemed from
the Redemption Date to the Maturity Date discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at a discount rate equal to the Treasury Rate plus 10 basis points; plus, for
(1) or (2) above, whichever is applicable, accrued and unpaid interest on such
Notes to, but not including, the Redemption Date.
6. MANDATORY REDEMPTION. The Obligor shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.
7. NOTICE OF REDEMPTION. Notice of redemption shall be mailed
at least 30 days but not more than 60 days before the Redemption Date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000.
8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Obligor may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Obligor
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the
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Obligor need not exchange or register the transfer of any Notes for a period of
15 days before the mailing of a notice of redemption.
9. PERSONS DEEMED OWNERS. Except as provided in the Indenture,
the registered Holder of a Note on the Registrar's books may be treated as its
owner for all purposes under the Indenture.
10. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Obligor and the rights of the
Holders of the Notes under the Indenture at any time by the Obligor and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Senior Notes of all series affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding, on behalf of
the Holders of all Notes, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
11. DEFAULTS AND REMEDIES. The Indenture provides that each of
the following events constitutes an Event of Default: (i) failure to make any
payment of principal when due (whether at maturity, upon redemption or
otherwise) on the Notes; (ii) failure to make any payment of interest when due
on the Notes, which failure is not cured within 30 days; (iii) failure of the
Obligor to observe or perform any of its other covenants or warranties under the
Indenture for the benefit of the holders of the Notes, which failure is not
cured within 90 days after notice is given as specified in the Indenture; (iv)
certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG
or any Restricted Subsidiary of PBG; and (v) the maturity of any Debt of the
Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding
principal amount in excess of $75 million shall have been accelerated by any
holder or holders thereof or any trustee or agent acting on behalf of such
holder or holders, in accordance with the provisions of any contract evidencing,
providing for the creation of or concerning such Debt or failure to pay at the
stated maturity (and the expiration of any grace period) any Debt of the
Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding
principal amount in excess of $75 million.
If an Event of Default shall occur and be continuing, the
principal amount hereof may be declared due and payable in the manner and with
the effect provided in the Indenture.
12. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
13. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entirety), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
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14. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Obligor has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
15. GOVERNING LAW. This Note shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to rules governing the conflict of laws.
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ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
________________________________________________________________________________
(Insert assignee's social security or tax identification number)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Obligor. The agent may substitute
another to act for him.
________________________________________________________________________________
Date:_________________________ Your Signature: ____________________________
(Sign exactly as your name appears on the
face of this Note)
Tax Identification No: ___________________
SIGNATURE GUARANTEE:
____________________________________________
Signatures must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Registrar, which
requirements include membership or
participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other
"signature guarantee program" as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, all in
accordance with the Securities Exchange Act
of 1934, as amended.
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Note for a
Global Note or a Definitive Note, or exchanges of a Definitive Note for an
interest in this Global Note, have been made:
Principal Amount
Amount of Amount of of this Global Note Signature of
decrease in increase in following such authorized officer
Principal Amount Principal Amount decrease of Trustee or
Date of Exchange of this Global Note of this Global Note (or increase) Custodian
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