0000950123-06-003730 Sample Contracts

Form of Underwriting Agreement
Underwriting Agreement • March 27th, 2006 • Bottling Group LLC • Beverages • New York

Bottling Group, LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell from time to time certain of its unsecured debt securities registered under the registration statement referred to in Section 1(a) (the “Registered Securities”). The Registered Securities will be issued under an indenture (the “Indenture”), to be entered into between the Company and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 2, for resale in accordance with terms of offering determined at the time of sale.

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