Exhibit 10.1
GUARANTY OF OBLIGATIONS
PURSUANT TO TRANSFER AGREEMENT
THIS GUARANTY is made, executed and delivered as of this 15th day of
June, 1998, by Pohlad Companies, a Minnesota corporation, PepsiCo, Inc., a North
Carolina corporation (the "Guarantors"), and Pepsi-Cola Puerto Rico Bottling
Company, a Delaware corporation (the "Company").
R E C I T A L S
Guarantors are the sole members of P-PR Transfer, LLP, a Delaware limited
liability partnership ("P-PR"), which is entering into a transfer agreement with
▇▇. ▇▇▇▇▇▇ ▇▇▇ and the Company, dated even date herewith (the "Agreement").
PCPR is obligated to (a) acquire the option to purchase all of the Class A
Common Stock of the Company provided that certain conditions of closing set
forth in Article VIII of the Agreement are satisfied on or before July 31, 1998,
(b) perform certain covenants contained in Article VI of the Agreement and (c)
perform the indemnification obligations contained in Article IX of the Agreement
(the "Obligations").
Guarantors are willing to guarantee to the Company the performance of the
Obligations by P-PR pursuant to the terms and conditions of this Guaranty.
The Company will rely on this Guaranty when entering into the Agreement.
NOW, THEREFORE, in consideration of the execution of the Agreement by the
Company and to induce the Company to enter into the Agreement, Guarantors and
the Company do hereby agree as follows:
1. Guarantors do hereby jointly and severally guarantee irrevocably,
absolutely and unconditionally to the Company, and its successors and assigns,
the Obligations.
2. This Guaranty shall remain in full force and effect (notwithstanding,
without limitation, the bankruptcy, dissolution or termination of the existence
of P-PR), until the Obligations are satisfied.
3. To the extent that the Company grants to P-PR (i) any waiver of any
default by P-PR under the Agreement, (ii) any extension of time of performance
by P-PR under the Agreement, (iii) any release from the performance of its
obligations under the Agreement,
or (iv) any other indulgences whatsoever, the Company shall have and shall be
deemed to have also granted such to Guarantors hereunder.
4. No party may assign this Guaranty in whole or in part without the
prior written consent of the other parties hereto.
5. This instrument may not be changed, modified, discharged or terminated
orally or in any manner other than by an agreement of each of the parties
hereto.
6. This Guaranty shall inure to the benefit of and be enforceable by the
Company, its successors and permitted assigns, and shall be binding upon
Guarantors and their successors and permitted assigns.
7. This Guaranty shall terminate and be of no further force and effect
upon the earlier of (a) the Closing, as that term is defined in the Agreement,
(b) July 31, 1998 if all of the conditions of closing set forth in Article VIII
of the Agreement have not been satisfied or (c) the proper termination of the
Agreement pursuant to the terms of Article X of the Agreement.
8. This Guaranty shall be governed by the internal laws of the State of
Delaware.
[THIS SPACE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the parties hereto have signed this Guaranty as of the
date first above written.
POHLAD COMPANIES,
a Minnesota corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President
PEPSICO, INC.,
a North Carolina corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Assistant Secretary
PEPSI-COLA PUERTO RICO BOTTLING
COMPANY, a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇
______________________________
▇▇▇▇▇▇ ▇▇▇
Its: President
[SIGNATURE PAGE TO GUARANTY OF OBLIGATIONS PURSUANT
TO AGREEMENT]
3