Franchise Commitment Letter

EXHIBIT 10.1


FRANCHISE COMMITMENT LETTER


July 17, 1998


P-PR Transfer, LLP c/o John Bierbaum 3880 Dain Bosworth Plaza 60 South Sixth Street Minneapolis, Minnesota 55402


Pepsi-Cola Puerto Rico Bottling Company Carretera 865 Km. 0.4 Bo. Candelaria Arenas Toa Baja, Puerto Rico 00949


Gentlemen:


This letter sets forth the significant terms of our new franchise relationship for Puerto Rico as a result of the purchase today by P-PR Transfer, LLP, a Delaware limited liability partnership, of a controlling equity interest in Pepsi-Cola Puerto Rico Bottling Company (the "Bottler"), the Pepsi-Cola bottler which produces, sells and distributes Pepsi-Cola, Diet Pepsi-Cola, Pepsi-Cola Free, Diet Pepsi-Cola Free, Teem, Diet Teem, Mountain Dew, All Sport, Wonder Kola, Mandarin Orange Slice, Diet Mandarin Orange Slice, Lemon Lime Slice, Diet Lemon Lime Slice and Grape Slice soft drink products (together the "PCI Products") in Puerto Rico.


I. ISSUANCE OF EXCLUSIVE BOTTLING APPOINTMENTS


The Bottler and PepsiCo, Inc. (the "Company") hereby terminate the Exclusive Bottling Appointments currently in effect which authorize the Bottler to produce, sell and distribute the PCI Products in Puerto Rico, and all other franchise agreements between the Bottler and the Company, including without limitation, the Franchise Commitment Letter dated April 27, 1987 and all other agreements relating to concentrate pricing or marketing funding. Neither party shall have any liability to the other party as a result of the termination of said Exclusive Bottling Appointments and related franchise agreements. Simultaneously with the execution and delivery of this Franchise Commitment Letter, the Company shall issue to the Bottler new Exclusive Bottling Appointments (the "Appointments") in the form attached hereto as Exhibit I which will exclusively authorize the Bottler to produce, sell and distribute the PCI Products in Puerto Rico upon the terms and conditions set forth therein.


II. CONCENTRATE PRICING


The Bottler shall purchase concentrate for the PCI Products from the Company or its subsidiaries at the same standard price per Unit which is in effect for the Pepsi-Cola bottlers in the United States.


The initial price per concentrate Unit and the basic terms of purchase are set forth in Exhibit II attached hereto.


III. MARKETING


(a) 1998 and 1999.


During the calendar years 1998 and 1999 the Bottler and Pepsi-Cola International ("PCI"), the Company's international soft drink division, shall spend the amounts towards cooperative marketing funds to support sales of the PCI Products which are set forth in Exhibit III attached hereto. As described in Exhibit III, PCI will be ...