XXXXXXX CORPORATION
0000 Xxxxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
February 5, 1999
Xxxxxx X. Xxxxxx, Xx.
General Counsel
PepsiCo, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
By your signature in the space provided below, please indicate
the agreement and consent of PepsiCo, Inc. ("PepsiCo") to the purchase of
shares of common stock of Xxxxxxx Corporation ("Xxxxxxx") by Xxxxxxx
beginning on the date hereof in accordance with Rule 10b-18 under the
Securities Exchange Act of 1934. Xxxxxxx and PepsiCo further agree that any
shares of Xxxxxxx so purchased will reduce the number of shares to be
repurchased by Heartland Territories Holdings, Inc. ("Merger Sub") pursuant
to Section 7.14 of the Contribution and Merger Agreement, dated as of January
25, 1999, among PepsiCo, Xxxxxxx and Xxxxxx Sub.
Very truly yours,
XXXXXXX CORPORATION
By:_____________________
Accepted and agreed:
PEPSICO, INC.
By:_____________________
cc: Xxxxxxx, Swaine & Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxx & Xxxx
