0000950123-08-012878 Sample Contracts

PEPSICO, INC. and THE BANK OF NEW YORK, as Trustee Indenture Dated as of May 21, 2007 Providing for Issuance of Debt Securities
Indenture • October 15th, 2008 • Pepsico Inc • Beverages • New York

THIS INDENTURE, between PepsiCo, Inc., a North Carolina corporation (hereinafter called the “Company”) having its principal office at 700 Anderson Hill Road, Purchase, N.Y. 10577, and The Bank of New York, a New York banking corporation, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 21st day of May, 2007.

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PEPSICO, INC. UNDERWRITING AGREEMENT STANDARD PROVISIONS Dated as of October 1, 2008
Underwriting Agreement • October 15th, 2008 • Pepsico Inc • Beverages • New York

The persons named below are duly qualified, elected, and acting officers of the Company, have been duly elected or appointed to the offices set forth opposite their respective names, have held such offices at all times relevant to the preparation of the Registration Statement, and hold such offices as of the date hereof. The signatures set forth below opposite the names of such persons are the genuine signatures of such persons.

BOTTLING GROUP, LLC (as Obligor) and PEPSICO, INC. (as Guarantor) and THE BANK OF NEW YORK MELLON (as Trustee) Form of Indenture Dated as of October , 2008 SENIOR NOTES
Indenture • October 15th, 2008 • Pepsico Inc • Beverages • New York

THIS INDENTURE, among Bottling Group, LLC, a Delaware limited liability company (the “Obligor”), having its principal office at One Pepsi Way, Somers, New York 10589, PepsiCo, Inc., a North Carolina corporation, as guarantor (the “Guarantor”), having its principal office at 700 Anderson Hill Road, Purchase, NY 10577, and The Bank of New York Mellon, 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 [•] day of October, 2008.

PEPSICO, INC. Debt Securities, Warrants and Units U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • October 15th, 2008 • Pepsico Inc • Beverages • New York

THIS DISTRIBUTION AGREEMENT, dated as of , among PepsiCo, Inc., a corporation organized under the laws of the State of North Carolina (the “Company”), and the banks set forth in Schedule I hereto (individually, the “Bank” and collectively, the “Banks”).

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