FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DAKOTA HOLDINGS, LLC THIS AGREEMENT is made effective as of the 27th day of December, 2000, by and among PEPSI-COLA METROPOLITAN BOTTLING COMPANY, a corporation formed...

                                    EXHIBIT E

                               FIRST AMENDMENT TO
                   THE AMENDED AND RESTATED LIMITED LIABILITY
                    COMPANY AGREEMENT OF DAKOTA HOLDINGS, LLC


         THIS AGREEMENT is made effective as of the 27th day of December, 2000,
by and among PEPSI-COLA METROPOLITAN BOTTLING COMPANY, a corporation formed
under the laws of the State of New Jersey (hereinafter referred to as "Metro"),
BEVERAGES, FOOD & SERVICE INDUSTRIES, INC., a corporation formed under the laws
of the State of Delaware (hereinafter referred to as "BFSI"), BEVERAGE
INVESTMENT, LLC, a limited liability company formed under the laws of the State
of Minnesota (hereinafter referred to as "Beverage Investment"), and POHLAD
COMPANIES, a corporation formed under the laws of the State of Minnesota
(hereinafter referred to as "Pohlad Companies") (each a "Member" and
collectively, the "Members"), and PEPSICO, INC., a corporation formed under the
laws of the State of North Carolina ("PepsiCo"). All capitalized terms which are
not defined herein shall have the meaning ascribed to them in the LLC Agreement.

     WHEREAS, Metro and Midwest Beverage Holdings, LLC, a Minnesota limited
liability company ("Midwest"), have entered into that certain Membership
Interest Purchase Agreement dated December 27, 2000, pursuant to which Midwest
will acquire from Metro thirteen and seventy one one-hundredths percent (13.71%)
of the Class A Membership Interest in the Company (the "Transfer"); and

     WHEREAS, the parties now wish to amend the Agreement in order to reflect
the changes noted above;

     NOW, THEREFORE, the parties agree as follows:

     1.  Following the Transaction each Member of Dakota shall have the
respective percentage interest in the Company as set forth on the attached
Schedule I.

     2. All other provisions of the Agreement shall remain unchanged by this
Amendment.

     3. The effective date of the provisions herein shall be as of December 27,
2000.

     4. This Amendment may be executed in several counterparts, each of which
shall be deemed to be an original copy and all of which together shall
constitute one agreement binding on all parties hereto, notwithstanding that all
of the parties shall not have signed the same counterpart.

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         IN WITNESS WHEREOF, the parties hereto have subscribed and sworn to
this Agreement as of the day and year first written above.

                               MEMBERS:

                               PEPSI-COLA METROPOLITAN
                               BOTTLING COMPANY


                               By:  /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
                               Its:  Vice President


                               BEVERAGES, FOOD & SERVICE
                               INDUSTRIES, INC.


                               By:  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                               Its:  Vice President


                               BEVERAGE INVESTMENT, LLC


                               By:  /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                               Its:  Vice President


                               POHLAD COMPANIES


                               By:  /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                               Its:  Vice President and Chief Financial Officer


                               PEPSICO, INC.


                               By:  /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
                               Its:  Vice President


                               MIDWEST BEVERAGE HOLDINGS, LLC


                               By:  /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                               Its:  Vice President

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                                   SCHEDULE 1

                          CLASS A MEMBERSHIP INTERESTS



                                                               
Pepsi-Cola Metropolitan Bottling Company, Inc.                    16.39%

Beverages, Food & Service Industries, Inc.                          3.4%

Pohlad Companies                                                   66.5%

Midwest Beverage Holdings, LLC                                    13.71%


                          CLASS B MEMBERSHIP INTERESTS



                                                                
Pepsi-Cola Metropolitan Bottling Company, Inc.                      5.0%

Pohlad Companies                                                   95.0%



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