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EXHIBIT F
SECOND AMENDMENT TO
THE AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF DAKOTA HOLDINGS, LLC
THIS AGREEMENT is made effective as of the 29th day of December, 2000,
by and among PEPSI-COLA METROPOLITAN BOTTLING COMPANY, a corporation formed
under the laws of the State of New Jersey, BEVERAGES, FOOD & SERVICE INDUSTRIES,
INC., a corporation formed under the laws of the State of Delaware, BEVERAGE
INVESTMENT, LLC, a limited liability company formed under the laws of the State
of Minnesota (hereinafter referred to as "Beverage Investment"), MIDWEST
BEVERAGE HOLDINGS, LLC, a Minnesota limited liability company, and POHLAD
COMPANIES, a corporation formed under the laws of the State of Minnesota (each a
"Member" and collectively, the "Members"), and PEPSICO, INC., a corporation
formed under the laws of the State of North Carolina. All capitalized terms
which are not defined herein shall have the meaning ascribed to them in that
certain Amended and Restated Limited Liability Company Agreement of Dakota
Holdings, LLC dated November 30, 2000, as amended by the First Amendment to
the Amended and Restated Limited Liability Company Agreement of Dakota
Holdings, LLC dated December 27, 2000 (the "LLC Agreement").
WHEREAS, pursuant to that certain Contribution Agreement dated November 30,
2000, by and between Beverage Investment and the Dakota Holdings, LLC (the
"Company"), Beverage Investment has contributed $24,951,588.99 to the Company
(the "Contribution"), which amount shall be used by the Company to purchase
1,707,551 shares of common stock of Whitman Corporation; and
WHEREAS, pursuant to Section 2 of the Contribution Agreement, Beverage
Investment will receive a Class A Membership Interest of 12.04% in exchange for
such capital contribution; and
WHEREAS, the parties now wish to amend the LLC Agreement in order to
reflect the changes noted above;
NOW, THEREFORE, the parties agree as follows:
1. Following the Contribution each Member of the Company shall have
the respective percentage interest in the Company as set forth on the attached
Schedule I.
2. All other provisions of the LLC Agreement shall remain
unchanged by this Amendment.
3. The effective date of the provisions herein shall be as of
December 29, 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. Timothy Heaviside
Its: Vice President
BEVERAGES, FOOD & SERVICE
INDUSTRIES, INC.
By: /s/ Robert K. Biggart
Its: Vice President
BEVERAGE INVESTMENT, LLC
By: /s/ John F. Bierbaum
Its: Vice President
POHLAD COMPANIES
By: /s/ John F. Bierbaum
Its: Vice President and
Chief Financial Officer
PEPSICO, INC.
By: /s/ W. Timothy Heaviside
Its: Vice President
MIDWEST BEVERAGE HOLDINGS, LLC
By: /s/ John F. Bierbaum
Its: Vice President
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SCHEDULE 1
CLASS A MEMBERSHIP INTERESTS
<TABLE>
<S> <C>
Pepsi-Cola Metropolitan Bottling Company, Inc. 14.42%
Beverages, Food & Service Industries, Inc. 2.99%
Pohlad Companies 58.49%
Midwest Beverage Holdings, LLC 12.06%
Beverage Investment, LLC 12.04%
</TABLE>
CLASS B MEMBERSHIP INTERESTS
<TABLE>
<S> <C>
Pepsi-Cola Metropolitan Bottling Company, Inc. 5.0%
Pohlad Companies 95.0%
</TABLE>
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