EXHIBIT D
POHLAD COMPANIES
0000 Xxxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
June 24, 1999
Xxxxxxx Xxxxxxx
XxxxxXx, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Re: Delta Exchange Agreement and Dakota Exchange Agreement
Dear Xxxx:
This is to confirm that Pohlad Companies will not waive satisfaction of the
condition specified in Section 8.1(i) of the Dakota Exchange Agreement, or
otherwise permit the transactions contemplated by the Dakota Exchange Agreement
to be consummated, unless PepsiCo and its subsidiaries successfully conclude
negotiations relating to the PepsiCo contribution referred to in the Dakota
Exchange Agreement and the closing of all transactions relating thereto has
occurred. We recognize that your subsidiary Pepsi-Cola Metropolitan Bottling
Company, Inc. is proceeding to execute the Delta Exchange Agreement in reliance
on this understanding.
Very truly yours,
POHLAD COMPANIES
/s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
D-1
