EX-10.1



 





Exhibit 10.1




July 19, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increase to its Commitment by $100,000,000 (for an aggregate maximum
Commitment of not more than $400,000,000).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	Citibank, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Carolyn Kee
	 

	 	 	 	 
	 

	 	Name:
	 	Carolyn Kee
	 

	 	Title:
	 	Authorized Signatory






 









 





June 6, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below agrees to increase its Commitment by $100 million (for an aggregate
maximum Commitment of not more than $400 million).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas T. Hou
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas T. Hou
	 

	 	Title:
	 	Executive Director






 









 





June 19, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increase to its Commitment by $50,000,000 (for an aggregate maximum
Commitment of not more than $200,000,000).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	HSBC Bank USA, NA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas A. Foley
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas A. Foley
	 

	 	Title:
	 	Senior Vice President






 









 





July 2, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increase to its Commitment by $50,000,000.00 (for an aggregate maximum
Commitment of not more than $200,000,000.00).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Merrill Lynch Bank USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louis Alder
 

Louis Alder
	 	 
	 

	 	Title:
	 	Director	 	 






 









 





July 3, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increase to its Commitment by $50,000,000 for an aggregate maximum
Commitment of not more than $200,000,000.



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Morgan Stanley Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Daniel Twenge
 

Daniel Twenge
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 





July 18, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increases its Commitment by $50 million (for an aggregate maximum
Commitment of not more than $200 million).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	UBS Loan Finance LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
 

	 	 
	 

	 	Name:
	 	Irja R. Otsa	 	 
	 

	 	Title:
	 	Associate Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David D. Julie
 

	 	 
	 

	 	Name:
	 	David D. Julie	 	 
	 

	 	Title:
	 	Associate Director	 	 






 









 





July 12, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increases its Commitment by $34,000,000 (for an aggregate maximum
Commitment of not more than $134,000,000).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Banco Bilbao Vizcaya Argentaria S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Emilio de las Heras
 

Emilio de las Heras
	 	 
	 

	 	Title:
	 	Head of New York	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Martini
 

John Martini
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





July 20, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below increase to its Commitment by $33,333,333 (for an aggregate maximum
Commitment of not more than $133,333,333).



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Bank of America, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ David L. Catherall
 

David L. Catherall
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






 









 





July 25, 2007




Citibank, N.A.,

390 Greenwich

New York, NY 10013

Fax: (646) 843-3644




Attention: Nikhil Arora




PepsiCo, Inc.




Ladies and Gentlemen:




     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or
modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise
defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina
corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties
thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as
syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning
unless otherwise defined herein.



     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby
notifies the Agent as follows:




The Lender named below does consent increase to its Commitment by $33,333,333.33 to an
aggregate maximum Commitment of not more than $133,333,333.33.



     This notice and consent is subject in all respects to the terms of the Credit Agreement, is
irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald G. Cassidy, Jr.
 

Donald G. Cassidy, Jr.
	 	 
	 

	 	Title:
	 	Vice President