PEPSI COLA PUERTO RICO BOTTLING CO
SC 13D/A, 1999-07-14
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)
             INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
                  TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(a)
                               (Amendment No. 2 )*


                     Pepsi-Cola Puerto Rico Bottling Company
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                 Class B Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   713434 10 8
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                John F. Bierbaum
                              60 South Sixth Street
                                   Suite 3800
                              Minneapolis, MN 55402
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 July 13, 1999
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_| .






*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                         (Continued on following pages)

                               (Page 1 of 4 Pages)
<PAGE>

         Pohlad Companies, PepsiCo, Inc. and P-PR Transfer, LLP (the "Reporting
Persons") hereby amend their statement on Schedule 13D, originally filed on July
28, 1998 and amended on June 29, 1999 (the "Schedule 13D"), with respect to
their beneficial ownership of shares of Class B Common Stock, par value $0.01
per share, of Pepsi-Cola Puerto Rico Bottling Company ("PPR"). The Reporting
Persons initially disclosed their controlling interest in PPR in the Schedule
13D jointly filed with V. Suarez & Co., Inc.

Item 1.  Security and Issuer.

         No change.

Item 2.  Identity and Background.

         (a), (b), (c), (d), (e) and (f)    No change.

Item 3.  Source and Amount of Funds or Other Consideration.

         See Item 4.

Item 4.  Purpose of Transaction.

         Pohlad Companies and Beverages, Foods & Service Industries, Inc., a
wholly owned subsidiary of PepsiCo, Inc., are the general partners of P-PR
Transfer, LLP. Pohlad Companies and Pepsi-Cola Metropolitan Bottling Company,
Inc., a wholly owned subsidiary of PepsiCo, Inc., are majority shareholders of
the voting common stock of Delta Beverage Group, Inc. ("Delta"). Pohlad
Companies is the sole shareholder of Dakota Beverage Company, Inc. ("Dakota").

         The Reporting Persons hereby report that PPR has entered into exchange
agreements, attached hereto as Exhibit A and Exhibit B, for the acquisition of
Delta and Dakota. As consideration for such acquisitions, PPR plans to issue
65,070,006 shares of its Class B Common Stock to the shareholders of Delta and
Dakota, including the Reporting Persons. PPR is expected to issue (1) 46,760,000
shares of its Class B Common Stock in exchange for the outstanding shares of
Dakota stock, and (2) 18,310,006 shares of its Class B Common Stock in exchange
for the outstanding shares of Delta stock. PPR received executed signature pages
for the exchange agreements over the course of the last several business days.

         The acquisitions continue to be subject to various substantive
contingencies beyond the control of the Reporting Persons. These conditions
include but are not limited to (1) approval of the acquisitions by the
shareholders of PPR, (2) approval of an amendment to PPR's Certificate of
Incorporation to increase the number of authorized shares of PPR capital stock
(which requires the affirmative vote by a majority of those present in person or
represented by proxy of the PPR shareholders voting together and the holders of
PPR Class B Common Stock voting independently), and (3) the receipt of all
necessary authorizations, consents, waivers, orders and approvals, including,
but not limited to, the consent of PepsiCo, Inc. and the contribution by
Pepsi-Cola Metropolitan Bottling Company, Inc. of shares of capital stock of
PepsiCo, Inc. as more fully described in Item 6.

Item 5.  Interest in Securities of the Issuer.

         Since the issuance of the shares described in Item 4 remains subject to
various substantive contingencies, the Reporting Persons have not reported any
change in their beneficial ownership. The Reporting Persons intend to further
amend this Schedule 13D to report any change in their beneficial ownership of
PPR stock resulting from the proposed acquisitions.


                                   Page 2 of 4
<PAGE>

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

         See Item 4.

         P-PR Transfer, LLP, which owns a majority of the voting power of the
PPR common stock, has entered into a voting agreement with PPR, attached hereto
as Exhibit C. Under the terms of the voting agreement, P-PR Transfer, LLP is
required to vote its shares of PPR common stock in favor of the exchange
agreements for the acquisition of Delta and Dakota. As a result, assuming that
the shareholders of PPR approve an amendment to PPR's Certificate of
Incorporation to increase the number of authorized shares of PPR capital stock,
passage of the proposal to issue 65,070,006 shares of PPR Class B Common Stock
to Delta and Dakota shareholders is assured.

         Pohlad Companies has delivered a letter, attached hereto as Exhibit D,
to PepsiCo, Inc. in which Pohlad Companies acknowledges that the Dakota exchange
will not take place until Pepsi-Cola Metropolitan Bottling Company, Inc. makes
its contribution of PepsiCo, Inc. capital stock to an entity which will be
created to replace P-PR Transfer, LLP as provided in the Dakota exchange
agreement.

Item 7.  Material to be Filed as Exhibits.

         (A) Delta Exchange Agreement, effective June 28, 1999.

         (B) Dakota Exchange Agreement, effective June 28, 1999.

         (C) Voting Agreement, dated June 28, 1999.

         (D) Letter Agreement, dated June 24, 1999.



                                   Page 3 of 4
<PAGE>

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: July 14, 1999

                               P-PR Transfer, LLP
                                     By Its General Partners:
                                     Pohlad Companies


                                     By: /s/ John F. Bierbaum
                                        ----------------------------------------
                                         John F. Bierbaum, Vice President and
                                         Chief Financial Officer

                                     Beverages, Foods & Service Industries, Inc.


                                     By: /s/ W. Timothy Heaviside
                                        ----------------------------------------
                                         W. Timothy Heaviside, Vice President

                               Pohlad Companies


                               By: /s/ John F. Bierbaum
                                  ----------------------------------------------
                                   John F. Bierbaum, Vice President and
                                   Chief Financial Officer

                               PepsiCo, Inc.


                               By: /s/ W. Timothy Heaviside
                                  ----------------------------------------------
                                   W. Timothy Heaviside, Vice President



                                   Page 4 of 4

<PAGE>

                                                                       EXHIBIT A




                            DELTA EXCHANGE AGREEMENT

                                  June 28, 1999




                                       A-1
<PAGE>

                            DELTA EXCHANGE AGREEMENT

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I - THE EXCHANGE.......................................................2
   Section 1.1   The Exchange..................................................2
   Section 1.2   Exchange Procedures...........................................2
   Section 1.3   Transfer Taxes.  .............................................3
   Section 1.4   Lost Certificates.............................................3
   Section 1.5   Closing.......................................................3

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF PPR.............................3
   Section 2.1   Organization, Standing and Power..............................3
   Section 2.2   Capital Structure.............................................4
   Section 2.3   Authority.....................................................5
   Section 2.4   Consents and Approvals; No Violation..........................6
   Section 2.5   SEC Documents and Other Reports...............................7
   Section 2.6   Absence of Certain Changes....................................7
   Section 2.7   Permits; Compliance and Contracts.............................9
   Section 2.8   Tax Matters...................................................9
   Section 2.9   Actions and Proceedings......................................10
   Section 2.10  Certain Agreements...........................................11
   Section 2.11  Employee Benefit Matters.....................................11
   Section 2.12  Compliance with Environmental Laws...........................14
   Section 2.13  Labor Matters................................................15
   Section 2.14  Intellectual Property........................................15
   Section 2.15  Title to Assets; Insurance...................................16
   Section 2.16  Real Property................................................16
   Section 2.17  Title Insurance..............................................18
   Section 2.18  Zoning.......................................................18
   Section 2.19  Brokers......................................................18
   Section 2.20  Relationships................................................18
   Section 2.21  Compliance with Quality Standards............................18
   Section 2.22  Year 2000 Compliance.........................................19
   Section 2.23  Delaware Business Combination Statute........................19
   Section 2.24  Disclosure...................................................19

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF DELTA.........................19
   Section 3.1   Organization, Standing and Power.............................19
   Section 3.2   Capital Structure............................................20
   Section 3.3   Authority....................................................20
   Section 3.4   Consents and Approvals; No Violation.........................21
   Section 3.5   SEC Documents and Other Reports..............................21
   Section 3.6   Absence of Certain Changes or Events.........................22
   Section 3.7   Permits; Compliance and Contracts............................23
   Section 3.8   Tax Matters..................................................24
   Section 3.9   Actions and Proceedings......................................25
   Section 3.10  Certain Agreements...........................................26
   Section 3.11  Employee Benefit Matters.....................................26


                                       A-2
<PAGE>

   Section 3.12  Compliance with Environmental Laws...........................28
   Section 3.13  Indebtedness.................................................29
   Section 3.14  Labor Matters................................................29
   Section 3.15  Intellectual Property........................................29
   Section 3.16  Title to Assets; Insurance...................................30
   Section 3.17  Real Property................................................30
   Section 3.18  Title Insurance..............................................32
   Section 3.19  Zoning.......................................................32
   Section 3.20  Brokers......................................................32
   Section 3.21  Relationships................................................32
   Section 3.22  Compliance with Quality Standards............................33
   Section 3.23  Year 2000 Compliance.........................................33
   Section 3.24  Disclosure...................................................33

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE DELTA STOCKHOLDERS.........33
   Section 4.1   Title; Authority.............................................33
   Section 4.2   No Breach....................................................34
   Section 4.3   No Consents..................................................34
   Section 4.4   Entire Interest..............................................34
   Section 4.6   Unregistered Securities; Investment Intent...................34
   Section 4.7   Restrictions on Transfer.....................................35

ARTICLE V - COVENANTS RELATING TO CONDUCT OF BUSINESS.........................35
   Section 5.1   Actions by PPR...............................................35
   Section 5.2   Actions by Delta.............................................37

ARTICLE VI - ADDITIONAL AGREEMENTS............................................39
   Section 6.1   PPR Stockholder Meeting......................................39
   Section 6.2   Preparation of the Registration Statement and the Proxy
                  Statement...................................................40
   Section 6.3   Access to Information and Properties.........................45
   Section 6.4   New Credit Facility..........................................45
   Section 6.5   [This section intentionally left blank]......................45
   Section 6.6   NYSE Listing.................................................45
   Section 6.7   Fees and Expenses............................................45
   Section 6.8   Delta Senior Noteholders.....................................46
   Section 6.9   Reasonable Best Efforts to Consummate the Exchange...........46
   Section 6.10  Public Announcements.........................................46
   Section 6.11  State Takeover Laws..........................................46
   Section 6.12  Indemnification..............................................47
   Section 6.13  Notification of Certain Matters..............................47
   Section 6.14  Transfer Taxes...............................................47
   Section 6.15  Treatment of Delta Phantom Stock Plan Participants...........47
   Section 6.16  Title Commitments............................................47
   Section 6.17  Delta Preferred Stock Dividends..............................48
   Section 6.18  Independent Directors........................................48
   Section 6.19  Transactions with Affiliates.................................48

ARTICLE VII - CONDITIONS PRECEDENT TO CLOSING.................................49
   Section 7.1   Conditions to Each Party's Obligation to Effect the
                  Exchange....................................................49
   Section 7.2   Conditions to Obligation of the Delta Stockholders to
                  Effect the Exchange.........................................50


                                       A-3
<PAGE>

   Section 7.3   Conditions to Obligations of PPR to Effect the Exchange......52

ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER..............................53
   Section 8.1   Termination..................................................53
   Section 8.2   Effect of Termination........................................54
   Section 8.3   Amendment....................................................54
   Section 8.4   Waiver.......................................................54

ARTICLE IX - GENERAL PROVISIONS...............................................55
   Section 9.1   Non-Survival of Representations, Warranties and Agreements...55
   Section 9.2   Notices......................................................55
   Section 9.3   Interpretation...............................................56
   Section 9.4   Counterparts.................................................56
   Section 9.5   Entire Agreement; No Third-Party Beneficiaries...............56
   Section 9.6   Governing Law................................................56
   Section 9.7   Assignment...................................................56
   Section 9.8   Severability.................................................57
   Section 9.9   Enforcement of this Agreement................................57
   Section 9.10  Rule of Construction.........................................57
   Section 9.11  Effect of Execution..........................................58
   Section 9.12  Rights Under Amended and Restated Shareholder's Agreement....58
   Section 9.13  Termination of Amended and Restated Co-Sale Agreement........58
   Section 9.14  Amendment to Delta's Certificate of Incorporation............58

EXHIBITS

Exhibit A - Voting Agreement
Exhibit B - Lock-Up Agreement
Exhibit C - Registration Rights Agreement
Exhibit D - Names and Addresses of Delta Stockholders


                                       A-4
<PAGE>

                            DELTA EXCHANGE AGREEMENT


         EXCHANGE AGREEMENT, dated as of June 28, 1999 (this "Agreement"), among
PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a Delaware corporation ("PPR"), DELTA
BEVERAGE GROUP, INC., a Delaware corporation ("Delta"), and the stockholders of
Delta listed on the signature pages hereto (the "Delta Stockholders").

                                   WITNESSETH:

         WHEREAS, the Board of Directors of Delta has determined that the
transactions described in this Agreement are in Delta's best interests and,
accordingly, have authorized Delta to enter into this Agreement; and

         WHEREAS, a special committee of the Board of Directors of PPR (the "PPR
Special Committee") and the Board of Directors of PPR have determined that the
transactions described in this Agreement are in PPR's and its stockholders'
respective best interests and, accordingly, have authorized PPR to enter into
this Agreement and agreed to recommend to its stockholders that this Agreement
and the transactions contemplated hereby be approved by PPR's stockholders; and

         WHEREAS, this Agreement provides for the issuance by PPR of shares of
its Class B common stock par value $.01 per share (the "PPR Class B Common
Stock") and for those holders of issued and outstanding shares of Delta voting
common stock and Delta nonvoting common stock (collectively, the "Delta Stock")
identified on Schedule 1 hereto to exchange their shares of Delta Stock for PPR
Class B Common Stock in the manner set forth herein (the "Exchange"), and that,
as a result, Delta will become a subsidiary of PPR; and

         WHEREAS, as an inducement to PPR entering into this Agreement and
incurring the obligations set forth herein, concurrently with the execution and
delivery of this Agreement, P-PR Transfer, LLP, a Delaware limited liability
partnership ("P-PRT"), and PPR are entering into a Voting Agreement in the form
of Exhibit A hereto, pursuant to which P-PRT has agreed to vote its shares of
PPR Class A common stock par value $.01 per share (the "PPR Class A Common
Stock") and PPR Class B Common Stock in favor of this Agreement and the
transactions contemplated hereby; and

         WHEREAS, simultaneously with the consummation of the Exchange, PPR will
acquire 100% of the issued and outstanding membership interests of Dak Bev LLC,
a Delaware limited liability company (the "Dakota Acquisition") and the
consummation of the Dakota Acquisition is a condition precedent to the
consummation of the Exchange; and

         WHEREAS, for federal income tax purposes, it is intended that the
Exchange together with the Dakota Acquisition shall qualify as a transfer to a
controlled corporation within the meaning of Section 351(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

         NOW, THEREFORE, in consideration of the premises, and in reliance on
the representations, warranties and covenants contained herein, the parties
agree as follows:


                                       A-5
<PAGE>

                                    ARTICLE I

                                  THE EXCHANGE

         Section 1.1 The Exchange. At the Closing (as defined in Section 1.5):

                  (a) each share of Delta Stock issued and outstanding
         immediately prior to the Closing shall be exchanged for 343.8381 shares
         of validly issued, fully paid and nonassessable shares of PPR Class B
         Common Stock; and

                  (b) each share of Delta Preferred Stock Series AA issued and
         outstanding immediately prior to the Closing ("Delta Preferred") shall
         continue as an issued and outstanding share of preferred stock subject
         to the terms and conditions of the Delta Certificate of Incorporation
         and the provisions of Section 6.17 hereof.

                  (c) if as a result of the foregoing any of the Delta
         Stockholders would receive a fractional share of PPR Class B Common
         Stock, such fractional share shall be rounded up to the nearest whole
         share of PPR Class B Common Stock.

         Section 1.2 Exchange Procedures.

                  (a) PPR shall authorize a commercial bank reasonably
         acceptable to Delta to act as exchange agent hereunder (the "Exchange
         Agent"). At or prior to the Closing, PPR shall deliver to and deposit
         with the Exchange Agent, in trust for the Delta Stockholders,
         certificates representing the shares of PPR Class B Common Stock to be
         issued pursuant to Section 1.1 in exchange for outstanding certificates
         representing shares of Delta Stock (such shares of PPR Class B Common
         Stock, together with any dividends or distributions with respect
         thereto, being hereinafter referred to as the "Exchange Fund"). At the
         Closing, PPR shall deliver to Delta a true and complete copy of the
         Depository Agreement between PPR and the Exchange Agent pertaining to
         the Exchange Fund and an original receipt of the Exchange Agent
         acknowledging receipt of the Exchange Fund.

                  (b) At or prior to the Closing, each of the Delta Stockholders
         shall deliver to the Exchange Agent, in trust for PPR, certificates
         representing the number of shares of Delta Stock set forth opposite
         such Delta Stockholder's name on Schedule 1 hereto (the "Delta
         Certificates") to be exchanged for PPR Class B Common Stock, duly
         endorsed for transfer or with executed stock powers attached thereto.
         At the Closing, Delta shall deliver to PPR an original receipt of the
         Exchange Agent acknowledging receipt of Delta Certificates representing
         all of the issued and outstanding shares of Delta Stock.

                  (c) As soon as practicable after the Closing, the Exchange
         Agent shall (i) deliver to the Delta Stockholders certificates
         representing shares of PPR Class B Common Stock for which their shares
         of Delta Stock have been exchanged, and (ii) deliver to PPR all of the
         Delta Certificates.

         Section 1.3 Transfer Taxes. If any certificate representing shares of
PPR Class B Common Stock is to be paid to or issued in a name other than that in
which the Delta Certificate surrendered in exchange therefor is registered, it
shall be a condition of such exchange that the Delta Certificate so


                                       A-6
<PAGE>

surrendered shall be properly endorsed and otherwise in proper form for transfer
and that the person requesting such exchange shall pay to the Exchange Agent any
transfer or other Taxes required by reason of the issuance of certificates for
such shares of PPR Class B Common Stock in a name other than that of the
registered holder of the Delta Certificate surrendered, or shall establish to
the satisfaction of the Exchange Agent that such Tax has been paid or is not
applicable.

         Section 1.4 Lost Certificates. If any Delta Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such Delta Certificate to be lost, stolen or destroyed and, if
required by PPR, the posting by such person of a bond, in such reasonable amount
as PPR may direct (but consistent with the practices PPR applies to its own
stockholders), as indemnity against any claim that may be made against it with
respect to such Delta Certificate, the Exchange Agent shall issue in exchange
for such lost, stolen or destroyed Delta Certificate the shares of PPR Class B
Common Stock.

         Section 1.5 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") and all actions specified in this Agreement to
occur at the Closing shall take place at the offices of Briggs and Morgan,
Professional Association, 2400 IDS Center, 80 South Eighth Street, Minneapolis,
Minnesota, at 10:00 a.m., local time, no later than the third business day
following the day on which the last of the conditions set forth in Article VII
shall have been fulfilled or waived (if permissible) or at such later time and
place as PPR and Delta shall agree in writing. Delta shall notify all of the
Delta Stockholders of the time of the Closing at least three (3) business days
prior to the Closing.

                                   ARTICLE II

                      REPRESENTATIONS AND WARRANTIES OF PPR

         PPR represents and warrants to Delta and the Delta Stockholders as
follows:

         Section 2.1 Organization, Standing and Power. PPR is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has the requisite corporate power and authority to own, lease or
operate its properties and to carry on its business as now being conducted. Each
Subsidiary of PPR (the "PPR Subsidiaries") is duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is organized
and has the requisite corporate (in the case of a Subsidiary that is a
corporation) or other power and authority to own, lease or operate its
properties and to carry on its business as now being conducted. PPR and each of
the PPR Subsidiaries are duly qualified to do business, and are in good
standing, in each jurisdiction where the character of their properties owned or
held under lease or the nature of their activities makes such qualification
necessary, except where the failure to be so qualified would not, individually
or in the aggregate, have a Material Adverse Effect on PPR. For purposes of this
Agreement (a) "Material Adverse Change" or "Material Adverse Effect" means, when
used with respect to PPR or Delta, as the case may be, any change or effect that
is materially adverse to the business, assets, liabilities, results of operation
or condition (financial or otherwise) of PPR and the PPR Subsidiaries, taken as
a whole, or Delta and the Delta Subsidiaries, taken as a whole, as the case may
be, and (b) "Subsidiary" means any corporation, partnership, limited liability
company, joint venture or other legal entity of which PPR or Delta, as the case
may be (either alone or through or together with any other Subsidiary), owns,
directly or indirectly, 50% or more of the stock or other equity interests the
holders of which are generally entitled to vote for the election of the board of
directors or other governing body of such corporation, partnership, limited
liability company, joint venture or other legal entity.


                                       A-7
<PAGE>

         Section 2.2 Capital Structure.

                  (a) Capital Stock of PPR. The authorized capital stock of PPR
         consists of 40,000,000 shares, of which 5,000,000 shares are designated
         as PPR Class A Common Stock and 35,000,000 are designated as PPR Class
         B Common Stock. As of the date hereof, PPR has issued and outstanding
         5,000,000 shares of PPR Class A Common Stock and 16,690,000 shares of
         PPR Class B Common Stock. All outstanding shares of PPR Class A Common
         Stock and PPR Class B Common Stock have been duly authorized and
         validly issued and are fully paid and nonassessable. Except as set
         forth in PPR's Form 10-K for the period ended December 31, 1998, and
         except for option grants under the Pepsi-Cola Puerto Rico Bottling
         Company Qualified Plan dated December 30, 1996 and the Pepsi-Cola
         Puerto Rico Bottling Company Non-Qualified Plan dated December 30, 1996
         (collectively, the "PPR Option Plans") in the ordinary course of
         business since December 31, 1998, PPR has no outstanding securities
         convertible into or exchangeable for common stock, no contracts,
         rights, options, warrants or other agreements or commitments to
         purchase or otherwise issue any shares of its capital stock or
         securities convertible into or exchangeable therefor, or any shares
         reserved for issuance under any stock option, employee benefit or other
         plans or otherwise. No holder of any security of PPR is entitled to any
         preemptive or similar rights to purchase securities from PPR.

                  (b) Capital Stock of PPR After Exchange and Dakota
         Acquisition. On the date of Closing, upon completion of the Exchange
         and the Dakota Acquisition, (i) the authorized capital stock of PPR
         will consist of 150,000,000 shares, of which 5,000,000 shares will be
         designated as PPR Class A Common Stock and 145,000,000 will be
         designated as PPR Class B Common Stock, and (ii) PPR will have issued
         and outstanding 5,000,000 shares of PPR Class A Common Stock and
         81,760,006 shares of PPR Class B Common Stock, not including any shares
         of PPR Class B Common Stock that PPR is permitted to issue by this
         Agreement (other than in connection with the Dakota Acquisition) during
         the period from the date of this Agreement through the date of Closing.
         Assuming that the Closing were to occur on the date hereof, immediately
         after such Closing, the issued and outstanding PPR Class A Common Stock
         and PPR Class B Common Stock would be owned as set forth on Schedule
         2.2(b).

                  (c) Capital Stock of PPR Subsidiaries. A listing of each of
         the PPR Subsidiaries and the authorized, issued and outstanding capital
         stock or other equity interests of each of the PPR Subsidiaries,
         whether voting or nonvoting, and the rights and preferences associated
         with each class or series of capital stock or other equity interests,
         is as set forth on Schedule 2.2(c). Except as set forth on Schedule
         2.2(c), (i) PPR is the owner of all of the capital stock or other
         equity interests of the PPR Subsidiaries, free and clear of all
         security interests, liens, pledges, options, rights of first refusal,
         limitations on voting rights, charges or other encumbrances of any
         nature whatsoever (collectively, "Encumbrances") and (ii) except for
         the PPR Subsidiaries, PPR does not own, directly or indirectly, any
         equity or similar interest in, any corporation, partnership, limited
         liability company, joint venture or other legal entity. All outstanding
         shares of capital stock of the PPR Subsidiaries have been duly
         authorized and validly issued and are fully paid and nonassessable.
         Except as set forth on Schedule 2.2(c), none of the PPR Subsidiaries
         has any outstanding securities convertible into or exchangeable for
         common stock, no contracts, rights, options, warrants or other
         agreements or commitments to purchase or otherwise issue any shares of
         capital stock or other equity interests of any of the PPR Subsidiaries
         or securities convertible into or exchangeable therefor, or


                                       A-8
<PAGE>

         any shares reserved for issuance under stock option, employee benefit
         or other plans or otherwise. No holder of any security of any of the
         PPR Subsidiaries is entitled to any preemptive or similar rights to
         purchase securities from any such Subsidiary.

         Section 2.3 Authority. The PPR Special Committee and PPR's Board of
Directors have, on or prior to the date of this Agreement (a) declared that as
of such date the Exchange was advisable and fair to and in the best interests of
PPR and its stockholders, (b) approved this Agreement and resolved to recommend
the approval of this Agreement and the transactions contemplated hereby by PPR's
stockholders, and (c) directed that this Agreement and the transactions
contemplated hereby be submitted to PPR's stockholders for approval. Subject to
the approval by PPR's stockholders of the PPR Charter Amendment (as defined in
Section 6.1), PPR has all requisite corporate power and authority to enter into
this Agreement and, subject to approval by PPR's stockholders of this Agreement
and the transactions contemplated hereby including the Exchange, to issue the
PPR Class B Common Stock in connection with the Exchange (the "Share Issuance")
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by PPR and the consummation by PPR of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of PPR, subject to the approval of this Agreement
and the transactions contemplated hereby including the Exchange, by the
stockholders of PPR. This Agreement has been duly executed and delivered by PPR
and (assuming the valid authorization, execution and delivery of this Agreement
by Delta and the Delta Stockholders) this Agreement constitutes the valid and
binding obligation of PPR enforceable against it in accordance with its terms
except to the extent that (i) enforcement may be limited by or subject to any
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to or limiting creditors' remedies, and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the
court or other tribunal before which any proceeding therefor may be brought.
Subject to approval by the stockholders of PPR, the Share Issuance has been duly
authorized by all necessary corporate action on the part of PPR. When issued in
accordance with the terms of this Agreement, the shares of PPR Class B Common
Stock to be issued under this Agreement will be duly authorized, validly issued,
fully paid and nonassessable.

         Section 2.4 Consents and Approvals; No Violation. Except as disclosed
on Schedule 2.4 hereto, and assuming that all consents, approvals,
authorizations and other actions described in the second sentence of this
Section 2.4 have been obtained, the execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not, result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give to
others a right of termination, cancellation or acceleration of any obligation or
the loss of any present or future benefit under, or result in the creation of
any Encumbrance upon any of the properties or assets of PPR or any of the PPR
Subsidiaries under, any provision of (i) the Certificate of Incorporation or
Bylaws of PPR, (ii) the comparable charter or organizational documents of any of
the PPR Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage,
indenture, lease, ground lease or other agreement, instrument, permit,
concession, franchise or license applicable to PPR or any of the PPR
Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule
or regulation applicable to PPR or any of the PPR Subsidiaries or any of their
respective real or personal properties or assets, other than, in the case of
clauses (ii), (iii) or (iv), any such violations, defaults, rights, or
Encumbrances that, individually or in the aggregate, would not have a Material
Adverse Effect on PPR, or prevent or materially delay the consummation of any of
the transactions contemplated hereby. No filing or registration with, or
authorization, consent or approval of, any domestic (federal and state), foreign
or supranational court, commission, governmental body, regulatory agency,


                                       A-9
<PAGE>

authority or tribunal (a "Governmental Entity") is required by or with respect
to PPR or any of the PPR Subsidiaries in connection with the execution and
delivery of this Agreement by PPR or is necessary for the consummation of the
transactions contemplated by this Agreement, except for (i) the filing with the
SEC of (A) the proxy statement for the special meeting of PPR's stockholders to
be held for the purpose of obtaining the approvals required for the transactions
contemplated hereby (the "Proxy Statement"); and (B) such reports and
information under the Exchange Act as may be required in connection with this
Agreement and the transactions contemplated hereby, (ii) such as may be required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), (iii) applicable requirements, if any, of Blue Sky Laws and the New
York Stock Exchange, Inc. (the "NYSE") and (iv) such other consents, orders,
authorizations, registrations, declarations and filings the failure of which to
be obtained or made would not, individually or in the aggregate, have a Material
Adverse Effect on PPR, or prevent or materially delay the consummation of any of
the transactions contemplated hereby.

         Section 2.5 SEC Documents and Other Reports. PPR has filed all required
forms, reports, documents, statements (including proxy statements) and exhibits
with the SEC that were required to be filed pursuant to the Exchange Act or
other federal securities laws since July 1, 1996 (the "PPR SEC Documents"). As
of their respective dates, the PPR SEC Documents complied in all material
respects with the then applicable requirements of the Securities Act or the
Exchange Act, as the case may be, and, at the respective times they were filed,
none of the PPR SEC Documents contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. The consolidated financial statements (including, in
each case, any notes thereto) of PPR included in the PPR SEC Documents complied
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto as of their
respective dates of filing, were prepared in accordance with generally accepted
accounting principles ("GAAP") (except, in the case of the unaudited statements,
as permitted by Regulation S-X of the SEC) applied on a consistent basis during
the periods involved (except as may be indicated therein or in the notes
thereto) and fairly presented in all material respects the consolidated
financial position of PPR and its consolidated Subsidiaries as at the respective
dates thereof and the consolidated results of their operations and their
consolidated cash flows for the periods then ended (subject, in the case of
unaudited statements, to the absence of footnote disclosure and any other
adjustments described therein and normal year-end audit adjustments). Except as
disclosed in the PPR SEC Documents or as required by GAAP, PPR has not, since
December 31, 1998, made any change in the accounting practices or policies
applied in the preparation of its financial statements.

         Section 2.6 Absence of Certain Changes. Except as set forth on Schedule
2.6 hereof, since December 31, 1998, PPR and the PPR Subsidiaries have operated
their businesses only in the ordinary course and consistent with past practices
and there has not been:

                  (a) any Material Adverse Change in PPR;

                  (b) any dividend or other distribution on, or any
         recapitalization, combination or subdivision with respect to, or any
         purchase or redemption by PPR or the PPR Subsidiaries of, any shares of
         the capital stock of PPR or any of the PPR Subsidiaries except for
         distributions in the ordinary course of business and consistent with
         past practice on outstanding shares of non-voting management stock of
         Beverage Plastics Company, a Delaware corporation, of which all of its
         outstanding voting common stock is owned by PPR;


                                      A-10
<PAGE>

                  (c) except for the sale of substantially all of the assets of
         PPR's Cristalia premium water division, any sale, transfer, lease, or
         Encumbrance of any of PPR's or any of the PPR Subsidiaries' assets or
         cancellation of any claims of, or indebtedness or obligations owing to,
         PPR or any of the PPR Subsidiaries, except in the ordinary course of
         business;

                  (d) any material increase in the salaries or other
         compensation or employee benefits with respect to any employees of PPR
         or the PPR Subsidiaries except regularly scheduled increases in
         accordance with prior practices or existing agreements;

                  (e) any purchase of or agreement to purchase any additional
         assets by PPR or any of the PPR Subsidiaries, except in the ordinary
         course of business or for a purchase price of less than $500,000;

                  (f) any loss, damage, destruction or other casualty to any of
         the properties of PPR or the PPR Subsidiaries (whether or not covered
         by insurance) (i) in excess of $100,000 per occurrence or $500,000 in
         the aggregate or (ii) which has resulted in a Material Adverse Effect
         on PPR or the PPR Subsidiaries;

                  (g) any entry into any additional, or modification of any
         existing, agreements to borrow money (whether secured or unsecured), or
         any refinancing of such agreements except in the ordinary course of
         business;

                  (h) any entry into any guarantee by PPR or the PPR
         Subsidiaries on behalf of any third party;

                  (i) any capital expenditures by PPR or the PPR Subsidiaries in
         excess of the amount set forth in PPR's 1999 Capital Expenditure
         Budget, a true and correct copy of which is appended to Schedule 2.6
         hereto, except for expenditures related to repairs or replacements for
         which adequate insurance was or is available;

                  (j) changes in accounting principles, elections, or
         procedures, other than as required by changes in GAAP;

                  (k) any entry into any employment, consulting, management or
         severance agreement by PPR or any of the PPR Subsidiaries other than
         severance payments required to be made under Puerto Rican Law 80 except
         in the ordinary course of business;

                  (l) any amendment of the Certificate of Incorporation or
         Bylaws of PPR or any comparable charter or organizational documents of
         the PPR Subsidiaries;

                  (m) authorization for issuance, sale, delivery or agreement or
         commitment to issue, sell or deliver (whether through the issuance or
         granting of options, warrants, commitments, subscriptions, rights to
         purchase or otherwise) any shares of any class of PPR's or any of the
         PPR Subsidiaries' capital stock or any securities convertible into or
         exchangeable for shares of any class of such capital stock, other than
         the grant of options to employees under the PPR Option Plans in the
         ordinary course of business;


                                      A-11
<PAGE>

                  (n) any amendment or termination of any material agreement to
         which PPR or any of the PPR Subsidiaries is a party; or

                  (o) any action taken by PPR or the PPR Subsidiaries, or their
         directors, officers or stockholders to authorize any of the actions
         contemplated above.

         Section 2.7 Permits; Compliance and Contracts. Except as disclosed on
Schedule 2.7: (a) each of PPR and the PPR Subsidiaries is in possession of all
franchises, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates (including, without limitation, certificates
of occupancy), approvals, orders of any Governmental Entity and other permits,
including, without limitation, building, environmental, land-use, health,
safety, fire, utility or other rights or permits necessary for PPR or any of the
PPR Subsidiaries to own, lease and operate all of the PPR Real Property (as
defined in Section 2.16) or to carry on its business as it is now being
conducted (collectively, the "PPR Permits"), except where the failure to have
any of the PPR Permits would not, individually or in the aggregate, have a
Material Adverse Effect on PPR, and, (b) as of the date of this Agreement,
neither PPR nor any of the PPR Subsidiaries is in violation of, or has been
charged with, is in receipt of any notice or warning of, or to the Knowledge of
PPR (as hereinafter defined), under investigation with respect to, any failure
or alleged failure to comply with (A) its charter, bylaws or other
organizational documents, (B) any applicable law, ordinance, administrative or
governmental rule or regulation (except for Environmental Laws which are
addressed in Section 2.12 hereto) or (C) any order, decree or judgment of any
Governmental Entity having jurisdiction over PPR or any of the PPR Subsidiaries,
except, in the case of clauses (A), (B) and (C), for any violations that,
individually or in the aggregate, would not have a Material Adverse Effect on
PPR. All of the material contracts of PPR and the PPR Subsidiaries that are
required to be described in the PPR SEC Documents or to be filed as exhibits
thereto are described in the PPR SEC Documents or filed as exhibits thereto.
Except as set forth in the PPR SEC Documents filed prior to the date of this
Agreement or as set forth on Schedule 2.7, each material contract is in full
force and effect and no event of default or event that, but for the giving of
notice or the lapse of time or both, would constitute an event of default exists
or, upon the consummation by PPR of the transactions contemplated by this
Agreement, will exist under any indenture, mortgage, loan agreement, note or
other agreement or instrument for borrowed money, any guarantee of any agreement
or instrument for borrowed money or any lease, contractual license or other
agreement or instrument to which PPR or any of the PPR Subsidiaries is a party
or by which PPR or any PPR Subsidiary is bound or to which any of the
properties, assets or operations of PPR or any such Subsidiary is subject, other
than any defaults that, individually or in the aggregate, would not have a
Material Adverse Effect on PPR. "Knowledge of PPR" means the actual knowledge of
A. David Velez and Joseph Gonzalez.

         Section 2.8 Tax Matters.

                  (a) Except as disclosed on Schedule 2.8, PPR and the PPR
         Subsidiaries have (i) duly and timely filed (or there has been duly
         filed on their behalf) all tax returns required to be filed by or with
         respect to PPR and/or the PPR Subsidiaries, including all foreign,
         federal, Puerto Rican and local Tax Returns, and all such Tax Returns
         were true, accurate and complete in all material respects, (ii)
         withheld and collected all Taxes that are required by applicable laws,
         rules or regulations to be withheld and collected and (iii) paid in
         full on a timely basis (or there have been paid on their behalf) all
         Taxes shown to be due on such Tax Returns. The reserve for Taxes on the
         December 31, 1998 consolidated balance sheet contained in PPR's Form
         10-K for the period ending December 31, 1998 for the payment of all
         accrued but unpaid Taxes through the date thereof has been determined
         in


                                      A-12
<PAGE>

         accordance with GAAP and is adequate in amount for the payment of all
         liabilities for Taxes for which PPR and the PPR Subsidiaries are liable
         for the periods up to and including December 31, 1998. Neither PPR nor
         the PPR Subsidiaries have incurred any Tax liabilities since December
         31, 1998, other than those Tax liabilities arising in the ordinary
         course of business and consistent with prior periods.

                  (b) Except as described on Schedule 2.8, neither PPR nor the
         PPR Subsidiaries has received any notice of a deficiency or assessment
         (and none has been threatened) with respect to Taxes of PPR or the PPR
         Subsidiaries from any foreign, federal, Puerto Rico or local taxing
         authority which has not been fully paid or finally settled; there are
         no ongoing audits or examination of any Tax Return which includes PPR
         or the PPR Subsidiaries and no notice of audit or examination of any
         such Tax Return has been received by PPR or any of the PPR Subsidiaries
         (and none has been threatened); PPR or the PPR Subsidiaries have not
         given and there has not been given on its or their behalf a waiver or
         extension of any statute of limitations relating to the payment of
         Taxes of PPR or the PPR Subsidiaries; and no issue has been raised in
         writing on audit or in any other proceeding with respect to Taxes of
         PPR or the PPR Subsidiaries by any foreign, federal, Puerto Rico, or
         local taxing authority.

                  (c) For purposes of this Agreement, the terms "Tax" and
         "Taxes" shall mean all taxes, charges, fees, levies, penalties or other
         assessments imposed by any United States or Puerto Rican, federal,
         state, local or foreign taxing authority, including, but not limited
         to, income, excise, property, sales, transfer, franchise, payroll,
         employment, unemployment, back-up withholding, gains, withholding, ad
         valorem, social security or other taxes, including any interest,
         penalties or additions attributable to taxes, and the term "Tax Return"
         shall mean any return, declaration, report, claim for refund, or
         information return or statement relating to Taxes, including any
         schedule or attachment thereto and any amendments thereof.

         Section 2.9 Actions and Proceedings. Except as set forth in the PPR SEC
Documents or on Schedule 2.9:

                  (a) there are no outstanding orders, judgments, injunctions,
         awards or decrees of any Governmental Entity against or involving (i)
         PPR or any of the PPR Subsidiaries, (ii) any of the present or former
         directors, officers, employees, consultants, agents or stockholders of
         PPR or any of the PPR Subsidiaries, as such, (iii) any of PPR's or any
         PPR Subsidiaries' properties, assets or business or (iv) any PPR Plan
         (as hereinafter defined) that, in the case of clauses (i), (ii), (iii)
         or (iv) individually or in the aggregate, would have a Material Adverse
         Effect on PPR; or

                  (b) as of the date of this Agreement, there are no actions,
         suits or claims or legal, administrative or arbitrative proceedings or
         investigations pending or, to the Knowledge of PPR, threatened against
         or involving (i) PPR or any of the PPR Subsidiaries, (ii) any of PPR's
         or any PPR Subsidiaries' present or former directors, officers,
         employees, consultants, agents or stockholders, as such, (iii) any of
         PPR's or any PPR Subsidiaries' properties, assets or business or (iv)
         any PPR Plan that in the case of clauses (i), (ii), (iii) or (iv),
         individually or in the aggregate, are reasonably likely to have a
         Material Adverse Effect on PPR or relate to the transactions
         contemplated by this Agreement.


                                      A-13
<PAGE>

         Section 2.10 Certain Agreements. As of the date of this Agreement,
neither PPR nor any of the PPR Subsidiaries is a party to any oral or written
agreement or plan, including any stock option plan, stock appreciation rights
plan, restricted stock plan, stock purchase plan, PPR Other Benefit Obligation
or PPR Plan (as both are defined in Section 2.11), any of the benefits of which
will be increased, or the vesting of the benefits of which will be accelerated,
by the occurrence of any of the transactions contemplated by this Agreement or
the value of any of the benefits of which will be calculated on the basis of any
of the transactions contemplated by this Agreement.

         Section 2.11 Employee Benefit Matters.

                  (a) As used in this Section 2.11, the following terms have the
         meanings set forth below:
                           "PPR Other Benefit Obligation" means all material
                  obligations, arrangements, or customary practices, whether or
                  not legally enforceable, to provide benefits, other than
                  salary, as compensation for services rendered, to present or
                  former directors, employees, or agents, other than with
                  respect to any PPR Plan. This includes sabbatical policies,
                  severance payment policies, and material fringe benefits
                  within the meaning of Code ss. 132.

                           "PPR Plan" means (i) all employee benefit plans (as
                  defined in ERISA ss. 3(3)) of which PPR or the PPR
                  Subsidiaries is a Plan Sponsor (as defined in ERISA ss.
                  3(16)(B)), or to which PPR or the PPR Subsidiaries otherwise
                  contributes or in which PPR or the PPR Subsidiaries otherwise
                  participates, or (ii) all Title IV Plans and Multi-Employer
                  Plans (as defined in ERISA ss. 3(37)(A)) of which an ERISA
                  Affiliate is a Plan Sponsor or otherwise contributes or
                  currently participates.

                           "PPR VEBA" means a voluntary employees' beneficiary
                  association under Code ss. 501(c)(9) whose members include
                  employees of PPR or the PPR Subsidiaries.

                           "ERISA Affiliate" means any other person that,
                  together with PPR or any of the PPR Subsidiaries, would be
                  treated as a single employer under Code ss. 414(b), (c) or,
                  solely with respect to matters relating to Code ss. 412 or
                  ERISA ss.ss. 302 or 4007, (m).

                           "PBGC" means the Pension Benefit Guaranty
                  Corporation, or any successor thereto.

                           "Title IV Plans" means all PPR Plans that are subject
                  to Title IV of ERISA, 29 U.S.C. ss. 1301 et seq., other than
                  Multi-Employer Plans.

                  (b) (i) Schedule 2.11(b)(i) attached hereto sets forth a
                  complete and accurate list of all PPR Plans, PPR Other Benefit
                  Obligations, and PPR VEBAs, and identifies as such all PPR
                  Plans that: (A) are defined benefit plans (as defined in ERISA
                  ss. 3(35)); (B) meet or purport to meet the requirements of
                  Code ss. 401(a); or (C) are Title IV Plans.

                           (ii) None of the PPR Plans set forth on Schedule
                  2.11(b)(i) is a Multi-Employer Plan and none of PPR, any of
                  the PPR Subsidiaries or any ERISA Affiliate has any assessed
                  or potential liability due to a complete or partial withdrawal
                  from or a termination or reorganization of a Multi-Employer
                  Plan. No circumstances exist that could reasonably be


                                      A-14
<PAGE>

                  expected to result in any such liability to PPR, any PPR
                  Subsidiary or any ERISA Affiliate.


                           (iii) Except as set forth in Schedule 2.11(b)(iii) or
                  as required by applicable law, no PPR Plans provide retiree
                  health or life insurance benefits.

                  (c) PPR has delivered or made available to Delta all
         documents, insurance policies and contracts comprising, describing or
         relating to each PPR Plan, PPR Other Benefit Obligation, or PPR VEBA
         and of any related trust; as well as all required filings for each of
         the above filed with government authorities for each of the three most
         recent plan years.

                  (d) Except as set forth in Schedule 2.11(d) attached hereto:

                           (i) PPR or the PPR Subsidiaries have performed in all
                  material respects all of their respective obligations whether
                  as plan administrator, fiduciary, plan sponsor or contributing
                  employer under all PPR Plans, PPR Other Benefit Obligations,
                  and PPR VEBAs in a timely manner and have made all required
                  entries in their financial records and statements for all
                  obligations and liabilities that have accrued but are not due.
                  No written or oral statement has been made by PPR or the PPR
                  Subsidiaries to any Person with regard to any PPR Plan or PPR
                  Other Benefit Obligation not in accordance with such plan or
                  other benefit obligation which could reasonably be expected to
                  have a Material Adverse Effect on PPR or the PPR Subsidiaries.

                           (ii) PPR, the PPR Subsidiaries and each PPR Plan, PPR
                  Other Benefit Obligation, and PPR VEBA is, to the extent
                  applicable, in material compliance with applicable law, except
                  for any such failure to comply which would not result in any
                  material liability to PPR or any of the PPR Subsidiaries. PPR
                  and all PPR Subsidiaries have met any applicable minimum
                  funding standard, and have made all contributions required,
                  under ERISA ss. 302. The most recent actuarial report for each
                  defined benefit plan of PPR, each PPR Subsidiary and each
                  ERISA Affiliate thereof fairly presents the financial
                  condition of each such plan, and since the date of such report
                  there has been no material adverse change in the funded status
                  of any such plan.

                           (iii) Since December 31, 1998, there has been no
                  establishment, termination or amendment of any PPR Plan, PPR
                  VEBA, or PPR Other Benefit Obligation, except to effect the
                  Board's option of an amendment to PPR's Salaried Employee
                  Retirement Plan to use the GATT interest rate standard.

                           (iv) Other than routine claims for benefits submitted
                  by participants or beneficiaries, no claim against, or legal
                  proceeding involving or relating to, any PPR Plan, PPR Other
                  Benefit Obligation, or PPR VEBA is pending or, to PPR's
                  Knowledge, is threatened.

                           (v) None of PPR, the PPR Subsidiaries or any ERISA
                  Affiliate has terminated any Title IV Plan or any other
                  defined benefit plan (as defined in ERISA Section 3(35)), or
                  incurred any outstanding liability under Section 4062 of ERISA
                  to the PBGC or to a trustee


                                      A-15
<PAGE>

                  appointed under Section 4042 of ERISA, and no events have
                  occurred and no circumstances exist that could reasonably be
                  expected to result in any such liability to PPR, the PPR
                  Subsidiaries or any ERISA Affiliate. All premiums due the PBGC
                  with respect to the Title IV Plans have been paid.

                           (vi) There has been no "reportable event" within the
                  meaning of Section 4043 of ERISA with respect to any Title IV
                  Plan which would require the giving of notice to the PBGC or
                  any other event requiring disclosure under Section
                  4041(c)(3)(C) or 4063(a) of ERISA.

                           (vii) Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby will, either alone or upon the occurrence
                  of subsequent events, (i) result in any payment becoming due
                  to any current or former employee, officer or director of PPR
                  or the PPR Subsidiaries, (ii) increase any benefits otherwise
                  payable under any PPR Plan or PPR Other Benefit Obligation,
                  (iii) result in the acceleration of the time of payment or
                  vesting of any benefits under any PPR Plan or PPR Other
                  Benefit Obligation, (iv) constitute a "change in control" or
                  similar event under any PPR Plan or PPR Other Benefit
                  Obligation or (v) fail to be deductible by reason of Section
                  280G of the Code.

         Section 2.12 Compliance with Environmental Laws.

                  (a) Except as set forth on Schedule 2.12, each of PPR and the
         PPR Subsidiaries, and, to the Knowledge of PPR, any prior owner or
         lessee, have generated, handled, manufactured, treated, stored, used,
         released, transported and disposed of all Environmentally Regulated
         Materials (as defined below) on, beneath, to or from any of the
         properties owned or operated by PPR and the PPR Subsidiaries in the
         conduct of their businesses or any other properties formerly owned,
         leased or operated by PPR or the PPR Subsidiaries, in compliance with
         all Environmental Laws (as defined below).

                  (b) Except as set forth on Schedule 2.12, PPR and the PPR
         Subsidiaries have operated all plants, facilities and business
         operations in compliance with all Environmental Laws and all plants,
         facilities and business operations are currently in compliance with all
         Environmental Laws.

                  (c) Except as set forth on Schedule 2.12, neither PPR nor the
         PPR Subsidiaries have disposed of or released any Environmentally
         Regulated Material in any location which would reasonably be expected
         to give rise to a claim of responsibility for investigation or clean-up
         costs, personal injury or property damage liability against PPR or any
         PPR Subsidiary by any third party.

                  (d) Except as set forth on Schedule 2.12, neither PPR nor the
         PPR Subsidiaries have received any notices or claims of violations or
         liabilities relating to an Environmentally Regulated Material or an
         Environmental Law which notices or claims of violations or liabilities
         have not been resolved.

         The term "Environmentally Regulated Materials" means any of the
following: (i) any petroleum or petroleum products, friable asbestos, urea
formaldehyde, and polychlorinated biphenyls; (ii) any radioactive


                                      A-16
<PAGE>

substance; (iii) any toxic, infectious, reactive, corrosive, ignitible or
flammable chemical or chemical compound; and (iv) any chemicals, materials or
substances, whether solid, liquid or gas defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances,"
"toxic pollutants," "solid waste," or words of similar import, under any
Environmental Law.

         "Environmental Law" means any applicable federal, state or local
statute, law, rule, regulation, permit, ordinance, code, policy, rule of common
law or other requirement in effect and in each case as amended from time-to-time
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, that (i) regulates
or relates to the protection or clean-up of the environment; the use, treatment,
storage, transportation, handling, disposal or release of Environmentally
Regulated Materials, the preservation or protection of waterways, groundwater,
drinking water, air, wildlife, plants or other natural resources; or the health
and safety of persons or property, including protection of the health and safety
of employees insofar as such health and safety laws may relate to
Environmentally Regulated Materials; or (ii) imposes liability with respect to
any of the foregoing, including the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 USC 9601 et seq., the Resource Conservation
and Recovery Act, 42 USC 6901, et seq., the Clean Water Act, 33 U.S.C. ss. 1251
et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq.; the Clean
Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. ss.
300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. ss. 2701 et seq.; and the
Occupational Safety and Health Act of 1970, as amended, as it applies to
Environmentally Regulated Materials, 29 U.S.C. ss. 651 et seq.; or any other
federal, state or local law of similar effect, each as amended from time to
time.

         Section 2.13 Labor Matters. Except as set forth on Schedule 2.13
hereto, neither PPR nor any of the PPR Subsidiaries is a party to any collective
bargaining agreement or labor contract. To the Knowledge of PPR, as of the date
of this Agreement, there are no present or pending applications for
certification of any union as the exclusive bargaining agent for any employees
of PPR or any PPR Subsidiaries. To the Knowledge of PPR, neither PPR nor any of
the PPR Subsidiaries has engaged in any unfair labor practice with respect to
any persons employed by or otherwise performing services for PPR or any of the
PPR Subsidiaries (the "PPR Business Personnel"), and there is no unfair labor
practice complaint or grievance against PPR or any of the PPR Subsidiaries by
the National Labor Relations Board or any comparable state or Puerto Rican
agency pending or, to the Knowledge of PPR, threatened with respect to the PPR
Business Personnel, except where such unfair labor practice, complaint or
grievance would not have a Material Adverse Effect on PPR. There is no labor
strike, dispute, slowdown or stoppage pending or, to the Knowledge of PPR,
threatened against PPR or any of the PPR Subsidiaries, except where such
dispute, strike or work stoppage would not have a Material Adverse Effect on
PPR.

         Section 2.14 Intellectual Property. Schedule 2.14 sets forth a complete
list of all patents and applications therefor, trademark registrations and
applications therefor, service mark registrations and applications therefor,
copyright registrations and applications therefor, trade names, computer
programs or software which are material to the operation of PPR's business and
interests in license agreements and all other proprietary rights that are owned,
licensed, sublicensed or used by agreement or permission by PPR or any PPR
Subsidiary and used in the continued operation of PPR's business (collectively,
"PPR Intellectual Property"). Except as otherwise set forth on Schedule 2.14 and
except for the security interest held by Banco Popular, PPR's interest in the
PPR Intellectual Property is free and clear of any Encumbrance, and constitutes
all such property or rights used by or necessary to the operation of PPR's
business. To PPR's Knowledge and


                                      A-17
<PAGE>

except as set forth on Schedule 2.14, the use of the PPR Intellectual Property
does not conflict with, infringe upon, or misappropriate any rights held or
asserted by any person, or require the consent of any person. Except as set
forth on Schedule 2.14, neither PPR nor any PPR Subsidiary has, in the past two
years, received any notice or claim that any such PPR Intellectual Property is
not valid or enforceable, or of any infringement upon or conflict with any
patent, trademark, service mark, copyright, trade name or trade secret of any
third party by PPR or any PPR Subsidiary or of any claim by any third party
alleging any such infringement or conflict, and, in the past two years, neither
PPR nor any PPR Subsidiary has given any notice of infringement to any third
party with respect to any of the PPR Intellectual Property. PPR has paid all
required license fees related to all software used in the operation of its
business.

         Section 2.15 Title to Assets; Insurance. Except as disclosed on
Schedule 2.15, PPR and the PPR Subsidiaries have good and marketable title to
all real property and good title to all of the personal property and assets
which they purport to own and which are necessary to carry on its business, in
each case free and clear of all Encumbrances except for Permitted Exceptions (as
defined in Section 2.16). PPR and the PPR Subsidiaries have in full force and
effect policies of insurance that are customary for businesses of similar size
in similar industries and consistent with sound business practice.

         Section 2.16 Real Property. (a) Schedule 2.16(a) describes all real
properties owned or leased by PPR and the PPR Subsidiaries (the "PPR Real
Property"), the nature of the interest of PPR or the PPR Subsidiaries and the
entity which holds the interest in those properties and the approximate acreage
of each of those properties. There is no real property (other than the PPR Real
Property) the use or possession of which by PPR and the PPR Subsidiaries is
necessary to carry on its business. Except as described on Schedule 2.16(b), PPR
and each of the PPR Subsidiaries has (i) such title to the PPR Real Property as
is legally sufficient for the current use thereof in its business as presently
conducted, (ii) good and marketable indefeasible title in fee simple (except for
Permitted Exceptions, as hereinafter defined) to all PPR Real Property shown in
Schedule 2.16(a) as owned by it (the "PPR Owned Real Property") and (iii) valid
leaseholds under valid and enforceable leases in all PPR Real Property shown on
Schedule 2.16(a) as leased by it. The PPR Real Property is owned or leased by
PPR and the PPR Subsidiaries free and clear of all matters except for Permitted
Exceptions. Except as set forth in Schedule 2.16(b), none of the PPR Real
Property is subject to any lease (other than the PPR Leases (as hereinafter
defined)), sublease, license or other agreement granting to any person any right
to the use, occupancy or enjoyment thereof (or any portion thereof). None of the
Permitted Exceptions materially interferes with or has interfered with the
maintenance, use or operation of the PPR Real Property. "Permitted Exceptions"
means (i) matters listed or described on Schedule 2.16(b), (ii) easements,
covenants, rights-of-way and other Encumbrances or restrictions which do not,
individually or in the aggregate, materially detract from the value or impair
the present and continued use, operation and maintenance of the property subject
thereto, or impair the operation of PPR or any of the PPR Subsidiaries, (iii)
real estate taxes not yet due or payable, and (iv) Encumbrances existing at the
date of this Agreement which are set forth on Schedule 2.16(a).

                  (b) None of the leases identified in Schedule 2.16(a)
         (collectively, the "PPR Leases") has been modified or amended, and no
         notice of termination has been delivered with respect thereto, except
         as set forth in Schedule 2.16(b). Except as set forth on Schedule
         2.16(b), neither PPR nor any of the PPR Subsidiaries, nor any other
         person, is in breach of or default under any PPR Lease (and no event
         has occurred which, with due notice or lapse of time or both, may
         constitute such a breach or default).


                                      A-18
<PAGE>

                  (c) To the Knowledge of PPR the buildings, driveways and all
         other structures and improvements upon the PPR Real Property are all
         within the boundary lines of the applicable property or have the
         benefit of valid easements or other legal rights and there are no
         encroachments thereon that would affect the use thereof.

                  (d) To the Knowledge of PPR all buildings, structures,
         improvements, equipment, facilities, plants and fixtures owned or
         leased by PPR and the PPR Subsidiaries conform in all material respects
         to all applicable codes and rules adopted by national and local
         associations and boards and insurance underwriters, and all such
         buildings, structures, improvements and fixtures are in good operating
         condition and repair. There are no outstanding requirements or
         recommendations by any insurance company which has issued a policy
         covering any such property, or by any board of fire underwriters or
         other body exercising similar functions, requiring or recommending any
         repairs or work to be done on any such property.

                  (e) To the Knowledge of PPR all public utilities required for
         the operation of such properties either enter such properties through
         adjoining public streets or, if they pass through adjoining private
         land, do so in accordance with valid public or private easements which
         will inure to the benefit of PPR and the PPR Subsidiaries and their
         respective successors and assigns. All of the public utilities
         mentioned above are installed and operating, and all installation and
         connection charges are paid in full.

                  (f) To the Knowledge of PPR, the plumbing, electrical,
         heating, air conditioning, elevator, ventilating and all other
         mechanical or structural systems and equipment in the buildings or
         improvements located on the PPR Real Property and any manufacturing
         systems and components located thereof are in good working order and
         condition, and the roof, basement and foundation walls of such
         buildings and improvements for which PPR or the PPR Subsidiaries is
         responsible (as owner or as lessee under any PPR Lease) are in good
         condition and free of leaks and other defects. All such mechanical and
         structural systems and equipment and such manufacturing systems and
         components and such roofs, basement and foundation walls for which a
         person other than PPR or the PPR Subsidiaries is responsible are in
         good working order and condition and free of leaks and other defects.

                  (g) To the Knowledge of PPR, PPR or the PPR Subsidiaries has
         the uninterrupted use of any easements for ingress and egress for all
         of the PPR Real Property owned or leased by PPR or the PPR
         Subsidiaries, as the case may be. The PPR Real Property has full and
         uninterrupted access to and from public roads, and PPR has no Knowledge
         of any fact or condition which would result in the termination of such
         access.

                  (h) Neither PPR nor the PPR Subsidiaries is the landlord or
         lessor under any lease, sublease or other occupancy agreement affecting
         any of the PPR Real Property.

         Section 2.17 Title Insurance. Schedule 2.17 sets forth a true, correct
and complete list and a summary description of all of the policies of title
insurance insuring PPR's and the PPR Subsidiaries' interest in the PPR Owned
Real Property (collectively, the "PPR Title Policies"). PPR has furnished a
true, correct and complete copy of all such PPR Title Policies to Delta. All of
the PPR Title Policies are in full force and effect. PPR shall maintain, and
shall use its best efforts to cause the PPR Subsidiaries to maintain the


                                      A-19
<PAGE>

coverage under the PPR Title Policies in full force and effect through the date
of the Closing. Neither PPR nor the PPR Subsidiaries is in material default
under any provisions of the PPR Title Policies. There is no claim by PPR, the
PPR Subsidiaries or any other person pending under any of the PPR Title Policies
as to which coverage has been questioned, denied or disputed by the underwriters
or issuers of such PPR Title Policies.

         Section 2.18 Zoning. To the Knowledge of PPR, all of the PPR Real
Property and the buildings, structures, improvements and fixtures located
thereon, and the respective businesses conducted thereat and the manner of such
conduct, conform in all respects to all existing zoning, building and other
applicable laws, rules and regulations and the operation of the PPR Real
Property and the improvements locate thereon is not in violation of any such
laws, rules or regulations. To the Knowledge of PPR, all uses of the PPR Real
Property and the improvements, to the Knowledge of PPR, located thereon are
"as-of-right" and do not require any non-conforming use rights, nor have they
been "grandfathered" under any pre-existing laws, rules or regulations.

         Section 2.19 Brokers. No broker, investment banker or other person,
other than Bear Stearns & Co., Inc. the fees and expenses of which will be paid
by PPR, is entitled to any broker's, finder's or other similar fee or commission
in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of PPR.

         Section 2.20 Relationships. Except as otherwise disclosed in PPR's Form
10-K for the period ended December 31, 1998, PPR's relationships with its
franchisors, agents, brokers, dealers, distributors, representatives, licensees,
customers and suppliers are continuing, and there has been no material change in
the scope of such relationships during the last year with any of such parties or
similar parties with which PPR has done business during the last year. All sales
and performances of services by PPR in connection with its business are in
material compliance with all of PPR's representations, warranties and
agreements, express or implied, with respect to such sales and performances,
except for customary returns and allowances.

         Section 2.21 Compliance with Quality Standards. All water used in the
production process of PPR's business conforms, in all material respects, to (i)
the quality standards required by PPR's or the PPR Subsidiaries' franchisors,
including PepsiCo, Inc. ("PepsiCo"), (ii) internal quality standards required by
PPR, and (iii) any Puerto Rican or local quality standards.

         Section 2.22 Year 2000 Compliance. To the extent that any functionality
of any computer system used by PPR is dependent upon or interdependent with the
use or specification of any calendar date, PPR has used commercially reasonable
efforts in implementing a plan pursuant to which any such computer system shall
be "Year 2000 Compliant," except where failure to do so will not result in a
Material Adverse Effect on PPR. For purposes of this Agreement, the term Year
2000 Compliant means that neither the performance nor the functionality of such
computer systems shall be materially affected by dates in, into and between the
20th and 21st centuries. To be deemed Year 2000 Compliant, such computer systems
shall conform in all material respects to the following basic requirements: (i)
no value for a current date shall cause any interruption in PPR's operations in
which the computer system is used; and (ii) any date-based functions shall
operate and perform in a consistent manner for dates in, into and between the
20th and 21st centuries and such computer systems shall calculate, manipulate
and represent properly inputted dates correctly.


                                      A-20
<PAGE>

         Section 2.23 Delaware Business Combination Statute. PPR has obtained or
shall obtain prior to the Closing all approvals necessary from its Board of
Directors related to the transactions contemplated by this Agreement so as to
constitute prior approval by the Board of Directors of such transactions within
the meaning of Section 203(a)(1) of the Delaware General Corporation Law.

         Section 2.24 Disclosure. No representation or warranty of PPR in this
Agreement or in any certificate, schedule, statement or other document furnished
or to be furnished by PPR to Delta or the Delta Stockholders pursuant hereto or
in connection with the transactions contemplated hereby, contains or will
contain any untrue statement of a material fact or omits or will omit to state
any material fact required to be stated herein or therein or necessary to make
the statements herein or therein not misleading.

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF DELTA

         Delta represents and warrants to PPR as follows:

         Section 3.1 Organization, Standing and Power. As of the date of this
Agreement, Delta is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the requisite corporate
power and authority to own, lease or operate its properties and to carry on its
business as now being conducted. Each Subsidiary of Delta (the "Delta
Subsidiaries") is duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is organized and has the requisite
corporate (in the case of a Subsidiary that is a corporation) or other power and
authority to own, lease or operate its properties and to carry on its business
as now being conducted. Delta and each of the Delta Subsidiaries are duly
qualified to do business, and are in good standing, in each jurisdiction where
the character of their properties owned or held under lease or the nature of
their activities makes such qualification necessary, except where the failure to
be so qualified would not, individually or in the aggregate, have a Material
Adverse Effect on Delta.

         Section 3.2 Capital Structure.

                  (a) Capital Stock of Delta. The authorized capital stock of
         Delta consists of 125,000 shares, of which 60,000 shares are designated
         as Common Stock, par value $.01 per share (the "Delta Common Stock"),
         35,000 shares are designated as Non-Voting Common Stock, par value $.01
         per share (the "Delta Non-Voting Common Stock"), and 30,000 shares are
         designated as Preferred Stock Series AA, par value $.01 per share.
         Delta has issued and outstanding 20,301.87 shares of Delta Common
         Stock, 32,949.93 shares of Delta Non-Voting Common Stock, and 6,155.11
         shares of Delta Preferred Stock. All outstanding shares of Delta Common
         Stock, Delta Non-Voting Common Stock and Delta Preferred Stock have
         been duly authorized and validly issued and are fully paid and
         nonassessable. Except as set forth on Schedule 3.2(a), Delta has no
         outstanding securities convertible into or exchangeable for common
         stock, no contracts, rights, options, warrants or other agreements or
         commitments to purchase or otherwise issue any shares of its capital
         stock or securities convertible into or exchangeable therefor, or any
         shares reserved for issuance under any stock option, employee benefit
         or other plans or otherwise. Except as set forth in Delta's Certificate
         of Incorporation, no holder of any security of Delta is entitled to any
         preemptive or similar rights to purchase securities from Delta.


                                      A-21
<PAGE>

                  (b) Capital Stock of Delta Subsidiaries. A listing of the
         Delta Subsidiaries and the authorized, issued and outstanding capital
         stock or other equity interests of each of the Delta Subsidiaries,
         whether voting or nonvoting, and the rights and preferences associated
         with each class or series of capital stock or other equity interests,
         is as set forth on Schedule 3.2(b). Except as set forth on Schedule
         3.2(b), (i) Delta is the owner of all of the capital stock or other
         equity interests of the Delta Subsidiaries, free and clear of all
         Encumbrances and (ii) except for the Delta Subsidiaries, Delta does not
         own, directly or indirectly, any equity or similar interest in, any
         corporation, partnership, limited liability company, joint venture or
         other legal entity. All outstanding shares of capital stock of the
         Delta Subsidiaries have been duly authorized and validly issued and are
         fully paid and nonassessable. Except as set forth on Schedule 3.2(b),
         none of the Delta Subsidiaries has any outstanding securities
         convertible into or exchangeable for common stock, no contracts,
         rights, options, warrants or other agreements or commitments to
         purchase or otherwise issue any shares of capital stock or other equity
         interests of any of the Delta Subsidiaries or securities convertible
         into or exchangeable therefor, or any shares reserved for issuance
         under stock option, employee benefit or other plans or otherwise. No
         holder of any security of any of the Delta Subsidiaries is entitled to
         any preemptive or similar rights to purchase securities from any such
         Subsidiary.

         Section 3.3 Authority. Delta's Board of Directors has on or prior to
the date of this Agreement determined that it is in the best interest of Delta
to enter into the Agreement. Delta has all requisite corporate power and
authority to enter into this Agreement and to perform its obligations hereunder.
The execution and delivery of this Agreement by Delta and the performance of its
obligations hereunder have been duly authorized by all necessary corporate
action on the part of Delta. This Agreement has been duly executed and delivered
by Delta and (assuming the valid authorization, execution and delivery of this
Agreement by PPR and the Delta Stockholders) constitutes the valid and binding
obligation of Delta enforceable against Delta in accordance with its terms
except to the extent that (a) enforcement may be limited by or subject to any
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to or limiting creditors' remedies and (b) the
remedy of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the
court or other tribunal before which any proceeding therefor may be brought.

         Section 3.4 Consents and Approvals; No Violation. Except as disclosed
on Schedule 3.4 hereto, and assuming that all consents, approvals,
authorizations and other actions described in this Section 3.4 have been
obtained, the execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give to others a right of
termination, cancellation or acceleration of any obligation or the loss of any
present or future benefit under, or result in the creation of any Encumbrance
upon any of the properties or assets of Delta or any of the Delta Subsidiaries
under, any provision of (i) the Certificate of Incorporation or Bylaws of Delta,
(ii) any provision of the comparable charter or organizational documents of any
of the Delta Subsidiaries, (iii) any loan or credit agreement, note, bond,
mortgage, indenture, lease, ground lease or other agreement, instrument, permit,
concession, franchise or license applicable to Delta or any of the Delta
Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule
or regulation applicable to Delta or any of the Delta Subsidiaries or any of
their respective real or personal properties or assets, except that the
consummation of this transaction will constitute a "change of control" under the
Indenture dated as of December 17, 1996 related to the 9 3/4% Senior Notes due
2003 which will require written notice from Delta to such noteholders and give
such noteholders a right to require Delta to redeem their notes at 101% of par
and other than, in the case


                                      A-22
<PAGE>

of clauses (ii), (iii) or (iv), any such violations, defaults, rights or
Encumbrances that, individually or in the aggregate, would not have a Material
Adverse Effect on Delta, or prevent or materially delay the consummation of any
of the transactions contemplated hereby. No filing or registration with, or
authorization, consent or approval of, any Governmental Entity is required by or
with respect to Delta or any of the Delta Subsidiaries in connection with the
execution and delivery of this Agreement by Delta or is necessary for the
consummation of the transactions contemplated by this Agreement, except for (A)
such reports and information under the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby, (B)
such as may be required under the HSR Act, and (C) such consents, orders,
authorizations, registrations, declarations and filings the failure of which to
be obtained or made would not, individually or in the aggregate, have a Material
Adverse Effect on Delta or prevent or materially delay the consummation of any
of the transactions contemplated hereby.

         Section 3.5 SEC Documents and Other Reports. Delta has filed all
required forms, reports, documents, statements (including proxy statements) and
schedules with the SEC that were required to be filed pursuant to the Exchange
Act or other federal securities laws since July 1, 1996 (the "Delta SEC
Documents"). As of their respective dates, the Delta SEC Documents complied in
all material respects with the then applicable requirements of the Securities
Act or the Exchange Act, as the case may be, and, at the respective times they
were filed, none of the Delta SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The consolidated financial statements
(including, in each case, any notes thereto) of Delta included in the Delta SEC
Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto as of their respective dates of filing, were prepared in
accordance with GAAP (except, in the case of the unaudited statements, as
permitted by Regulation S-X of the SEC) applied on a consistent basis during the
periods involved (except as may be indicated therein or in the notes thereto)
and fairly presented in all material respects the consolidated financial
position of Delta and its consolidated Subsidiaries as at the respective dates
thereof and the consolidated results of their operations and their consolidated
cash flows for the periods then ended (subject, in the case of unaudited
statements, to the absence of footnote disclosure and any other adjustments
described therein and normal year-end audit adjustments). Except as disclosed in
the Delta SEC Documents or as required by GAAP, Delta has not, since December
31, 1998, made any change in the accounting practices or policies applied in the
preparation of its financial statements.

         Section 3.6 Absence of Certain Changes or Events. Except as set forth
on Schedule 3.6 hereof, since December 31, 1998, Delta and the Delta
Subsidiaries have operated their businesses only in the ordinary course and
consistent with past practices and there has not been:

                  (a) any Material Adverse Change in Delta;

                  (b) any dividend or other distribution on (other than
         regularly scheduled quarterly dividends on the Delta Preferred), or any
         recapitalization, combination or subdivision with respect to, or any
         purchase or redemption by Delta or the Delta Subsidiaries of, any
         shares of the capital stock of Delta or any of the Delta Subsidiaries;


                                      A-23
<PAGE>

                  (c) any sale, transfer, lease, or Encumbrance of any of
         Delta's or any of the Delta Subsidiaries' assets or cancellation of any
         claims of, or indebtedness or obligations owing to, Delta or any of the
         Delta Subsidiaries, except in the ordinary course of business;

                  (d) any material increase in the salaries or other
         compensation or employee benefits with respect to any employees of
         Delta or the Delta Subsidiaries except regularly scheduled increases in
         accordance with prior practices or existing agreements;

                  (e) any purchase of or agreement to purchase any additional
         assets by Delta or any of the Delta Subsidiaries, except in the
         ordinary course of business;

                  (f) any loss, damage, destruction or other casualty to any of
         the properties of Delta or the Delta Subsidiaries (whether or not
         covered by insurance) (i) in excess of $100,000 per occurrence or
         $500,000 in the aggregate or (ii) which has resulted in a Material
         Adverse Effect in Delta;

                  (g) any entry into any additional, or modification of any
         existing, agreements to borrow money (whether secured or unsecured), or
         any refinancing of such agreements except in the ordinary course of
         business;

                  (h) any entry into any guarantee by Delta or the Delta
         Subsidiaries on behalf of any third party;

                  (i) any capital expenditures by Delta or the Delta
         Subsidiaries in excess of the amount set forth in Delta's 1999 Capital
         Expenditure Budget, a true and correct copy of which is appended to
         Schedule 3.6 hereto;

                  (j) changes in accounting principles, elections, or
         procedures, other than as required by changes in GAAP;

                  (k) any entry into any employment, consulting, management or
         severance agreement by Delta or any of the Delta Subsidiaries except in
         the ordinary course of business;

                  (l) amendment of the Charter or Bylaws of Delta or any of the
         Delta Subsidiaries;

                  (m) authorization for issuance, sale, delivery or agreement or
         commitment to issue, sell or deliver (whether through the issuance or
         granting of options, warrants, commitments, subscriptions, rights to
         purchase or otherwise) any shares of any class of Delta's or any of the
         Delta Subsidiaries' capital stock or any securities convertible into or
         exchangeable for shares of any class of such capital stock, other than
         the issuance of additional shares of Delta Preferred as payment-in-kind
         for the quarterly dividends payable on shares of outstanding Delta
         Preferred;

                  (n) any amendment or termination of any material agreement to
         which Delta or any of the Delta Subsidiaries is a party; or


                                      A-24
<PAGE>

                  (o) any action taken by Delta or the Delta Subsidiaries, or
         their directors, officers or stockholders to authorize any of the
         actions contemplated above.

         Section 3.7 Permits; Compliance and Contracts. Except as disclosed on
Schedule 3.7: (a) each of Delta and the Delta Subsidiaries is in possession of
all franchises, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates (including, without limitation, certificates
of occupancy), approvals, orders of any Governmental Entity and other permits,
including, without limitation, building, environmental, land-use, health,
safety, fire, utility or other rights or permits necessary for Delta or any of
the Delta Subsidiaries to own, lease and operate all of the Delta Real Property
(as defined in Section 3.17) or to carry on its business as it is now being
conducted (collectively, the "Delta Permits"), except where the failure to have
any of Delta Permits would not, individually or in the aggregate, have a
Material Adverse Effect on Delta, and, (b) as of the date of this Agreement,
neither Delta nor any of the Delta Subsidiaries is in violation of, or has been
charged with, is in receipt of any notice or warning of, or to the Knowledge of
Delta (as hereinafter defined), under investigation with respect to, any failure
or alleged failure to comply with (A) its charter, bylaws or other
organizational documents, (B) to the Knowledge of Delta any applicable law,
ordinance, administrative or government rule or regulation or (C) any order,
decree or judgment of any Governmental Entity having jurisdiction over Delta or
any of the Delta Subsidiaries, except, in the case of clauses (A), (B) and (C),
for any violations that, individually or in the aggregate, would not have a
Material Adverse Effect on Delta. All of the material contracts of Delta and the
Delta Subsidiaries that are required to be described in the Delta SEC Documents
or to be filed as exhibits thereto are described in the Delta SEC Documents or
filed as exhibits thereto. Except as set forth in the Delta SEC Documents filed
prior to the date of this Agreement or on Schedule 3.7, each material contract
is in full force and effect and no event of default or event that, but for the
giving of notice or the lapse of time or both, would constitute an event of
default exists or, upon the consummation by Delta of the transactions
contemplated by this Agreement, will exist under any indenture, mortgage, loan
agreement, note or other agreement or instrument for borrowed money, any
guarantee of any agreement or instrument for borrowed money or any lease,
contractual license or other agreement or instrument to which Delta or any of
the Delta Subsidiaries is a party or by which Delta or any such Subsidiary is
bound or to which any of the properties, assets or operations of Delta or any
Delta Subsidiary is subject, other than any defaults that, individually or in
the aggregate, would not have a Material Adverse Effect on Delta. "Knowledge of
Delta" means the actual knowledge of Robert C. Pohlad, John F. Bierbaum, Raymond
R. Stitle, Bradley J. Braun, Jay S. Hulbert, Kenneth E.
Keiser, Michael Naylor or Charles Pullius.

         Section 3.8 Tax Matters.

                  (a) Except as disclosed on Schedule 3.8, Delta and the Delta
         Subsidiaries have (i) duly and timely filed (or there has been duly
         filed on their behalf) all Tax Returns required to be filed by or with
         respect to Delta and/or the Delta Subsidiaries, including all foreign,
         federal, and local Tax Returns, and all such Tax Returns were true,
         accurate and complete in all material respects, (ii) withheld and
         collected all Taxes that are required by applicable laws, rules or
         regulations to be withheld and collected and (iii) paid in full on a
         timely basis (or there have been paid on their behalf) all Taxes shown
         to be due on such Tax Returns. Except as disclosed on Schedule 3.8, (x)
         all Taxes for which Delta or the Delta Subsidiaries may be liable under
         Treasury Regulations ss.1.1502-6 (or analogous state or foreign
         provisions) by virtue of having been a member of any "affiliated group"
         (or other group filing on a combined or unitary basis), if required to
         have been paid, have been paid (except for Taxes which are being
         contested in good faith), and (y) neither Delta nor the Delta


                                      A-25
<PAGE>

         Subsidiaries are a party to any tax sharing or allocation agreement.
         The reserve for Taxes on the December 31, 1998 consolidated balance
         sheet contained in Delta's Form 10-K for the period ended December 31,
         1998 for the payment of all accrued but unpaid Taxes through the date
         thereof has been determined in accordance with GAAP and is adequate in
         amount for the payment of all liabilities for Taxes for which Delta and
         the Delta Subsidiaries are liable for the periods up to and including
         December 31, 1998. Neither Delta nor the Delta Subsidiaries have
         incurred any Tax liabilities since December 31, 1998, other than those
         Tax liabilities arising in the ordinary course of business and
         consistent with prior periods.

                  (b) Except as set forth on Schedule 3.8, neither Delta nor the
         Delta Subsidiaries has received any notice of a deficiency or
         assessment (and none has been threatened) with respect to Taxes of
         Delta or the Delta Subsidiaries from any foreign, federal, or local
         taxing authority which has not been fully paid or finally settled;
         there are no ongoing audits or examination of any Tax Return which
         includes Delta or the Delta Subsidiaries and no notice of audit or
         examination of any such Tax Return has been received by Delta or any of
         the Delta Subsidiaries (and none has been threatened); Delta or the
         Delta Subsidiaries have not given and there has not been given on its
         or their behalf a waiver or extension of any statute of limitations
         relating to the payment of Taxes of Delta or the Delta Subsidiaries;
         and no issue has been raised in writing on audit or in any other
         proceeding with respect to Taxes of Delta or the Delta Subsidiaries by
         any foreign, federal, or local taxing authority.

                  (c) Neither Delta nor the Delta Subsidiaries are or have been
         a United States real property holding corporation within the meaning of
         Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the
         "Code") during the applicable period specified in Section
         897(c)(1)(A)(ii) of the Code.

         Section 3.9 Actions and Proceedings. Except as set forth in Delta SEC
Documents or on Schedule 3.9: (a) there are no outstanding orders, judgments,
injunctions, awards or decrees of any Governmental Entity against or involving
(i) Delta or any of the Delta Subsidiaries, (ii) any of the present or former
directors, officers, employees, consultants, agents or stockholders of Delta or
any of the Delta Subsidiaries, as such, (iii) any of Delta's or Delta
Subsidiaries' properties, assets or business or (iv) any Delta Plan (as
hereinafter defined) that in the case of clauses (i), (ii), (iii) or (iv),
individually or in the aggregate, would have a Material Adverse Effect on Delta;
or (b) as of the date of this Agreement, there are no actions, suits or claims
or legal, administrative or arbitrative proceedings or investigations pending
or, to the Knowledge of Delta, threatened against or involving (i) Delta or any
of the Delta Subsidiaries, (ii) any of Delta's or Delta Subsidiaries' present or
former directors, officers, employees, consultants, agents or stockholders, as
such, or (iii) any of Delta's or Delta Subsidiaries' properties, assets or
business, or (iv) any Delta Plan that in the case of clauses (i), (ii), (iii) or
(iv), individually or in the aggregate, would have a Material Adverse Effect on
Delta or relate to the transactions contemplated by this Agreement.

         Section 3.10 Certain Agreements. As of the date of this Agreement,
neither Delta nor any of the Delta Subsidiaries is a party to any oral or
written agreement or plan, including any stock option plan, stock appreciation
rights plan, restricted stock plan, stock purchase plan, Delta Other Benefit
Obligation or Delta Plan (as both are defined in Section 3.11), any of the
benefits of which will be increased, or the vesting of the benefits of which
will be accelerated, by the occurrence of any of the transactions contemplated
by this Agreement or the value of any of the benefits of which will be
calculated on the basis of any of the


                                      A-26
<PAGE>

transactions contemplated by this Agreement. Neither Delta nor any Delta
Subsidiary is a party to any termination benefits agreement or severance
agreement or employment agreement one trigger of which would be the consummation
of the transactions contemplated by this Agreement, except as set forth on
Schedule 3.10.

         Section 3.11 Employee Benefit Matters.

                  (a) As used in this Section 3.11, the following terms have the
         meanings set forth below:
                           "Delta Other Benefit Obligation" means all material
                  obligations, arrangements, or customary practices, whether or
                  not legally enforceable, to provide benefits, other than
                  salary, as compensation for services rendered, to present or
                  former directors, employees, or agents, other than with
                  respect to any Delta Plan. This includes sabbatical policies,
                  severance payment policies, and material fringe benefits
                  within the meaning of Code ss. 132.

                           "Delta Plan" means (i) all employee benefit plans (as
                  defined in ERISA ss. 3(3)) of which Delta or the Delta
                  Subsidiaries is a Plan Sponsor (as defined in ERISA ss.
                  3(16)(B)), or to which Delta or the Delta Subsidiaries
                  otherwise contributes or in which Delta or the Delta
                  Subsidiaries otherwise participates, or (ii) all Title IV
                  Plans and Multi-Employer Plans (as defined in ERISA ss.
                  3(37)(A)) of which an ERISA Affiliate is a Plan Sponsor or
                  otherwise contributes or currently participates.

                           "Delta VEBA" means a voluntary employees' beneficiary
                  association under Code ss. 501(c)(9) whose members include
                  employees of Delta or the Delta Subsidiaries.

                           "ERISA Affiliate" means any other person that,
                  together with Delta or any of the Delta Subsidiaries, would be
                  treated as a single employer under Code ss. 414(b), (c) or,
                  solely with respect to matters relating to Code ss. 412 or
                  ERISA ss.ss. 302 or 4007, (m).

                           "PBGC" means the Pension Benefit Guaranty
                  Corporation, or any successor thereto.

                           "Title IV Plans" means all Delta Plans that are
                  subject to Title IV of ERISA, 29 U.S.C. ss. 1301 et seq.,
                  other than Multi-Employer Plans.

                  (b) (i) Schedule 3.11(b)(i) attached hereto sets forth a
                  complete and accurate list of all Delta Plans, Delta Other
                  Benefit Obligations, and Delta VEBAs, and identifies as such
                  all Delta Plans that: (A) are defined benefit plans (as
                  defined in ERISA ss. 3(35)); (B) meet or purport to meet the
                  requirements of Code ss. 401(a); or (C) are Title IV Plans.

                           (ii) None of the Delta Plans set forth on Schedule
                  3.11(b)(i) is a Multi-Employer Plan and none of Delta, any of
                  the Delta Subsidiaries or any ERISA Affiliate has any assessed
                  or potential liability due to a complete or partial withdrawal
                  from or a termination or reorganization of a Multi-Employer
                  Plan. No circumstances exist that could reasonably be expected
                  to result in any such liability to Delta, any Delta Subsidiary
                  or any ERISA Affiliate.


                                      A-27
<PAGE>

                           (iii) Except as set forth in Schedule 3.11(b)(iii) or
                  as required by applicable law, no Delta Plans provide retiree
                  health or life insurance benefits.

                  (c) Delta has delivered or made available to PPR all
         documents, insurance policies and contracts comprising, describing or
         relating to each Delta Plan, Delta Other Benefit Obligation, or Delta
         VEBA and of any related trust; as well as all required filings for each
         of the above filed with government authorities for each of the three
         most recent plan years.

                  (d) Except as set forth in Schedule 3.11(d) attached hereto:

                           (i) Delta or the Delta Subsidiaries have performed in
                  all material respects all of their respective obligations
                  whether as plan administrator, fiduciary, plan sponsor or
                  contributing employer under all Delta Plans, Delta Other
                  Benefit Obligations, and Delta VEBAs in a timely manner and
                  have made all required entries in their financial records and
                  statements for all obligations and liabilities that have
                  accrued but are not due. No written or oral statement has been
                  made by Delta or the Delta Subsidiaries to any Person with
                  regard to any Delta Plan or Delta Other Benefit Obligation not
                  in accordance with such plan or other benefit obligation which
                  could reasonably be expected to have a Material Adverse Effect
                  on Delta or the Delta Subsidiaries.

                           (ii) Delta, the Delta Subsidiaries and each Delta
                  Plan, Delta Other Benefit Obligation, and Delta VEBA is, to
                  the extent applicable, in material compliance with applicable
                  law, except for any such failure to comply which would not
                  result in any material liability to Delta or any of the Delta
                  Subsidiaries. Delta and all Delta Subsidiaries have met any
                  applicable minimum funding standard, and have made all
                  contributions required, under ERISA ss. 302. The most recent
                  actuarial report for each Title IV Plan fairly presents the
                  financial condition of each such plan, and since the date of
                  such report there has been no material adverse change in the
                  funded status of any such plan.

                           (iii) Since December 31, 1998, there has been no
                  establishment or amendment of any Delta Plan, Delta VEBA, or
                  Delta Other Benefit Obligation.

                           (iv) Other than routine claims for benefits submitted
                  by participants or beneficiaries, no claim against, or legal
                  proceeding involving or relating to, any Delta Plan, Delta
                  Other Benefit Obligation, or Delta VEBA is pending or, to
                  Delta's Knowledge, is threatened.

                           (v) None of Delta, the Delta Subsidiaries or any
                  ERISA Affiliate has terminated any Title IV Plan or incurred
                  any outstanding liability under Section 4062 of ERISA to the
                  PBGC or to a trustee appointed under Section 4042 of ERISA,
                  and no events have occurred and no circumstances exist that
                  could reasonably be expected to result in any such liability
                  to Delta, the Delta Subsidiaries or any ERISA Affiliate. All
                  premiums due the PBGC with respect to the Title IV Plans have
                  been paid.

                           (vi) There has been no "reportable event" within the
                  meaning of Section 4043 of ERISA with respect to any Title IV
                  Plan which would require the giving of notice to the


                                      A-28
<PAGE>

                  PBGC or any other event requiring disclosure under Section
                  4041(c)(3)(C) or 4063(a) of ERISA.

                           (vii) Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby will, either alone or upon the occurrence
                  of subsequent events, (i) result in any payment becoming due
                  to any current or former employee, officer or director of
                  Delta or the Delta Subsidiaries, (ii) increase any benefits
                  otherwise payable under any Delta Plan or Delta Other Benefit
                  Obligation, (iii) result in the acceleration of the time of
                  payment or vesting of any benefits under any Delta Plan or
                  Delta Other Benefit Obligation, (iv) constitute a "change in
                  control" or similar event under any Delta Plan or Delta Other
                  Benefit Obligation or (v) fail to be deductible by reason of
                  Section 280G of the Code.

         Section 3.12 Compliance with Environmental Laws.

                  (a) Except as set forth on Schedule 3.12, each of Delta and
         the Delta Subsidiaries, and, to the Knowledge of Delta, any prior owner
         or lessee, have generated, handled, manufactured, treated, stored,
         used, transported and disposed of all Environmentally Regulated
         Materials (as defined below) on, beneath, to or from any of the
         properties owned or operated by Delta and the Delta Subsidiaries in the
         conduct of their businesses or any other properties formerly owned,
         leased or operated by Delta or the Delta Subsidiaries, in compliance
         with all Environmental Laws.

                  (b) Except as set forth on Schedule 3.12, Delta and the Delta
         Subsidiaries have operated all plants, facilities and business
         operations in compliance with all Environmental Laws, and all plants,
         facilities and business operations are currently in compliance with all
         Environmental Laws.

                  (c) Except as set forth on Schedule 3.12, neither Delta nor
         the Delta Subsidiaries have disposed of or released any Environmentally
         Regulated Material in any location which would reasonably be expected
         to give rise to a claim of responsibility for investigation or clean-up
         costs, personal injury or property damage liability against Delta or
         any Delta Subsidiary by any third party.

                  (d) Except as set forth on Schedule 3.12, neither Delta nor
         the Delta Subsidiaries have received any notices or claims of
         violations or liabilities relating to an Environmentally Regulated
         Material or an Environmental Law which notices or claims of violations
         or liabilities have not been resolved.

         Section 3.13 Indebtedness. Schedule 3.13 sets forth a complete listing
of Delta's and the Delta Subsidiaries' indebtedness for borrowed money as of the
date hereof, and includes a description of all documents and agreements which
set forth the terms of such indebtedness, the amount of the balance owing as of
the date hereof, the applicable interest rate in effect as of the date hereof,
and a listing of all collateral securing such indebtedness (if any), and a
description of any applicable prepayment penalties or make-whole amounts that
would be payable if such indebtedness were to be paid in full as of the date
hereof.

         Section 3.14 Labor Matters. Neither Delta nor any of the Delta
Subsidiaries is a party to any collective bargaining agreement or labor
contract, except as set forth in Schedule 3.14. To the Knowledge of Delta, as of
the date of this Agreement, there are no present or pending applications for
certification of


                                      A-29
<PAGE>

any union as the exclusive bargaining agent for any employees of Delta or any
Delta Subsidiaries. To the Knowledge of Delta, neither Delta nor any of the
Delta Subsidiaries has engaged in any unfair labor practice with respect to any
persons employed by or otherwise performing services primarily for Delta or any
of the Delta Subsidiaries (the "Delta Business Personnel"), and there is no
unfair labor practice complaint or grievance against Delta or any of the Delta
Subsidiaries by the National Labor Relations Board or any comparable state
agency pending or, to the Knowledge of Delta, threatened with respect to Delta
Business Personnel, except where such unfair labor practice, complaint or
grievance would not have a Material Adverse Effect on Delta. There is no labor
strike, dispute, slowdown or stoppage pending or, to the Knowledge of Delta,
threatened against Delta or any of the Delta Subsidiaries, except where such
dispute, strike or work stoppage would not have a Material Adverse Effect on
Delta.

         Section 3.15 Intellectual Property. Schedule 3.15 sets forth a complete
list of all patents and applications therefor, trademark registrations and
applications therefor, service mark registrations and applications therefor,
copyright registrations and applications therefor, trade names, computer
programs or software which are material to the operation of Delta's business and
interests in license agreements and all other proprietary rights that are owned,
licensed, sublicensed or used by agreement or permission by Delta or any Delta
Subsidiary and used in the continued operation of Delta's business
(collectively, "Delta Intellectual Property"). Except as otherwise set forth on
Schedule 3.15, Delta's interest in the Delta Intellectual Property is free and
clear of any Encumbrance, and constitutes all such property or rights used by or
necessary to the operation of Delta's business. To Delta's Knowledge and except
as set forth on Schedule 3.15, the use of the Delta Intellectual Property does
not conflict with, infringe upon, or misappropriate any rights held or asserted
by any person, or require the consent of any person. Except as set forth on
Schedule 3.15, neither Delta nor any Delta Subsidiary has, in the past two
years, received any notice or claim that any such Delta Intellectual Property is
not valid or enforceable, or of any infringement upon or conflict with any
patent, trademark, service mark, copyright, trade name or trade secret of any
third party by Delta or any Delta Subsidiary or of any claim by any third party
alleging any such infringement or conflict, and, in the past two years, neither
Delta nor any Delta Subsidiary has given any notice of infringement to any third
party with respect to any of the Delta Intellectual Property. Delta has paid all
required license fees related to all software used in the operation of its
business.

         Section 3.16 Title to Assets; Insurance. Except as disclosed on
Schedule 3.16, Delta and the Delta Subsidiaries have good and marketable title
to all real property and good title to all of the personal property and assets
which they purport to own and which are necessary to carry on its business, in
each case free and clear of all Encumbrances except for Permitted Exceptions (as
defined in Section 3.17). Delta and the Delta Subsidiaries have in full force
and effect policies of insurance that are customary for businesses of similar
size in similar industries and consistent with sound business practice.

         Section 3.17 Real Property. (a) Schedule 3.17(a) describes all real
properties owned or leased by Delta and the Delta Subsidiaries (the "Delta Real
Property"), the nature of the interest of Delta or the Delta Subsidiaries and
the entity which holds the interest in those properties and the approximate
acreage of each of those properties. There is no real property (other than the
Delta Real Property) the use or possession of which by Delta and the Delta
Subsidiaries is necessary to carry on its business. Except as described on
Schedule 3.17(b), Delta and each of the Delta Subsidiaries has (i) such title to
the Delta Real Property as is legally sufficient for the current use thereof in
its business as presently conducted, (ii) good and marketable indefeasible title
in fee simple (except for Permitted Exceptions, as hereinafter defined) to all
Delta Real Property shown in Schedule 3.17(a) as owned by it (the "Delta Owned
Real Property") and


                                      A-30
<PAGE>

(iii) valid leaseholds under valid and enforceable leases in all Delta Real
Property shown on Schedule 3.17(a) as leased by it. The Delta Real Property is
owned or leased by Delta and the Delta Subsidiaries free and clear of all
matters except for Permitted Exceptions. Except as set forth in Schedule
3.17(b), none of the Delta Real Property is subject to any lease (other than the
Delta Leases (as hereinafter defined)), sublease, license or other agreement
granting to any person any right to the use, occupancy or enjoyment thereof (or
any portion thereof). None of the Permitted Exceptions materially interferes
with or has interfered with the maintenance, use or operation of the Delta Real
Property. "Permitted Exceptions" means (i) matters listed or described on
Schedule 3.17(b), (ii) easements, covenants, rights-of-way and other
Encumbrances or restrictions which do not, individually or in the aggregate,
materially detract from the value or impair the present and continued use,
operation and maintenance of the property subject thereto, or impair the
operation of Delta or any of the Delta Subsidiaries, (iii) real estate taxes not
yet due or payable, and (iv) Encumbrances that are existing at the date of this
Agreement which are set forth on Schedule 3.17(a).

                  (b) None of the leases identified in Schedule 3.17(a)
         (collectively, the "Delta Leases") has been modified or amended, and no
         notice of termination has been delivered with respect thereto, except
         as set forth in Schedule 3.17(b). Except as set forth on Schedule
         3.17(b), neither Delta nor any of the Delta Subsidiaries, nor any other
         person, is in breach of or default under any Delta Lease (and no event
         has occurred which, with due notice or lapse of time or both, may
         constitute such a breach or default).

                  (c) To the Knowledge of Delta the buildings, driveways and all
         other structures and improvements upon the Delta Real Property are all
         within the boundary lines of the applicable property or have the
         benefit of valid easements or other legal rights and there are no
         encroachments thereon that would affect the use thereof.

                  (d) To the Knowledge of Delta all buildings, structures,
         improvements, equipment, facilities, plants and fixtures owned or
         leased by Delta and the Delta Subsidiaries conform in all material
         respects to all applicable codes and rules adopted by national and
         local associations and boards and insurance underwriters, and all such
         buildings, structures, improvements and fixtures are in good operating
         condition and repair. There are no outstanding requirements or
         recommendations by any insurance company which has issued a policy
         covering any such property, or by any board of fire underwriters or
         other body exercising similar functions, requiring or recommending any
         repairs or work to be done on any such property.

                  (e) To the Knowledge of Delta all public utilities required
         for the operation of such properties either enter such properties
         through adjoining public streets or, if they pass through adjoining
         private land, do so in accordance with valid public or private
         easements which will inure to the benefit of Delta and the Delta
         Subsidiaries and their respective successors and assigns. All of the
         public utilities mentioned above are installed and operating, and all
         installation and connection charges are paid in full.

                  (f) To the Knowledge of Delta, the plumbing, electrical,
         heating, air conditioning, elevator, ventilating and all other
         mechanical or structural systems and equipment in the buildings or
         improvements located on the Delta Real Property and any manufacturing
         systems and components located thereof are in good working order and
         condition, and the roof, basement and foundation walls of such
         buildings and improvements for which Delta or the Delta Subsidiaries is
         responsible


                                      A-31
<PAGE>

         (as owner or as lessee under any Delta Lease) are in good condition and
         free of leaks and other defects. All such mechanical and structural
         systems and equipment and such manufacturing systems and components and
         such roofs, basement and foundation walls for which a person other than
         Delta or the Delta Subsidiaries is responsible are in good working
         order and condition and free of leaks and other defects.

                  (g) To the Knowledge of Delta, Delta or the Delta Subsidiaries
         has the uninterrupted use of any easements for ingress and egress for
         all of the Delta Real Property owned or leased by Delta or the Delta
         Subsidiaries, as the case may be. The Delta Real Property has full and
         uninterrupted access to and from public roads, and Delta has no
         Knowledge of any fact or condition which would result in the
         termination of such access.

                  (h) Neither Delta nor the Delta Subsidiaries is the landlord
         or lessor under any lease, sublease or other occupancy agreement
         affecting any of the Delta Real Property.

         Section 3.18 Title Insurance. Schedule 3.18 sets forth a true, correct
and complete list and a summary description of all of the policies of title
insurance insuring Delta's and the Delta Subsidiaries' interest in the Delta
Owned Real Property (collectively, the "Delta Title Policies"). Delta has
furnished a true, correct and complete copy of all such Delta Title Policies to
Delta. All of the Delta Title Policies are in full force and effect. Delta shall
maintain, and shall use its best efforts to cause the Delta Subsidiaries to
maintain the coverage under the Delta Title Policies in full force and effect
through the date of the Closing. Neither Delta nor the Delta Subsidiaries is in
material default under any provisions of the Delta Title Policies. There is no
claim by Delta, the Delta Subsidiaries or any other person pending under any of
the Delta Title Policies as to which coverage has been questioned, denied or
disputed by the underwriters or issuers of such Delta Title Policies.

         Section 3.19 Zoning. To the Knowledge of Delta, all of the Delta Real
Property and the buildings, structures, improvements and fixtures located
thereon, and the respective businesses conducted thereat and the manner of such
conduct, conform in all respects to all existing zoning, building and other
applicable laws, rules and regulations and the operation of the Delta Real
Property and the improvements located thereon is not in violation of any such
laws, rules or regulations. To the Knowledge of Delta, all uses of the Delta
Real Property and the improvements, to the Knowledge of Delta, located thereon
are "as-of-right" and do not require any non-conforming use rights, nor have
they been "grandfathered" under any pre-existing laws, rules or regulations.

         Section 3.20 Brokers. No broker, investment banker or other person is
entitled to any broker's, finder's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Delta.

         Section 3.21 Relationships. Except as otherwise disclosed in Delta's
Form 10-K for the period ended December 31, 1998, Delta's relationships with its
franchisors, agents, brokers, dealers, distributors, representatives, licensees,
customers and suppliers are continuing, and there has been no material change in
the scope of such relationships during the last year with any of such parties or
similar parties with which Delta has done business during the last year. All
sales and performances of services by Delta in connection with its business are
in compliance with all of Delta's representations, warranties and agreements,
express or implied, with respect to such sales and performances, except for
customary returns and allowances.


                                      A-32
<PAGE>

         Section 3.22 Compliance with Quality Standards. All water used in the
production process of Delta's business conforms, in all material respects, to
(i) the quality standards required by Delta's or the Delta Subsidiaries'
franchisors, including PepsiCo, (ii) internal quality standards required by
Delta, and (iii) any local quality standards.

         Section 3.23 Year 2000 Compliance. To the extent that any functionality
of any computer system used by Delta is dependent upon or interdependent with
the use or specification of any calendar date, Delta has used commercially
reasonable efforts in implementing a plan pursuant to which any such computer
system shall be "Year 2000 Compliant," except where failure to do so will not
result in a Material Adverse Effect on Delta. For purposes of this Agreement,
the term Year 2000 Compliant means that neither the performance nor the
functionality of such computer systems shall be materially affected by dates in,
into and between the 20th and 21st centuries. To be deemed Year 2000 Compliant,
such computer systems shall conform in all material respects to the following
basic requirements: (i) no value for a current date shall cause any interruption
in Delta's operations in which the computer system is used; and (ii) any
date-based functions shall operate and perform in a consistent manner for dates
in, into and between the 20th and 21st centuries and such computer systems shall
calculate, manipulate and represent properly inputted dates correctly.

         Section 3.24 Disclosure. No representation or warranty of Delta in this
Agreement or in any certificate, schedule, statement or other document furnished
or to be furnished by Delta to PPR pursuant hereto or in connection with the
transactions contemplated hereby, contains or will contain any untrue statement
of a material fact or omits or will omit to state any material fact required to
be stated herein or therein or necessary to make the statements herein or
therein not misleading.

                                   ARTICLE IV

            REPRESENTATIONS AND WARRANTIES OF THE DELTA STOCKHOLDERS

         Each of the Delta Stockholders, for itself but not on behalf of any
other Delta Stockholder, represents and warrants to PPR as follows:

         Section 4.1 Title; Authority. Such Delta Stockholder is the beneficial
owner of the class and number of shares of Delta Stock set forth opposite such
stockholder's name on Schedule 1 hereto (it being understood that such
beneficial owner may hold such shares in the name of its nominee as holder of
record, in which case such nominee has been indicated in parenthesis next to
such beneficial owner's name), and owns such shares of Delta Stock free and
clear of all Encumbrances, except for restrictions on transfer imposed by
federal and state securities laws and the Amended and Restated Shareholders
Agreement dated as of September 23, 1993 and except as described on Schedule 1.
Such Delta Stockholder has the authority to execute, deliver and perform its
obligations under this Agreement. This Agreement has been duly executed and
delivered by such Delta Stockholder and (assuming the valid authorization,
execution and delivery of this Agreement by PPR and the other parties hereto)
constitutes a legal, valid and binding obligation of such Delta Stockholder and
is enforceable against such Delta Stockholder in accordance with its terms,
except to the extent that (i) enforcement may be limited by or subject to any
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to or limiting creditors' remedies and (ii) the
remedy of specific performance and injunctive and other forms of equitable


                                      A-33
<PAGE>

relief are subject to certain equitable defenses and to the discretion of the
court or other tribunal before which any proceeding therefor may be brought.

         Section 4.2 No Breach. The execution and delivery of this Agreement by
such Delta Stockholder and the consummation by such Delta Stockholder of the
Exchange does not and will not contravene, violate, or constitute or result in a
breach or default (with or without notice or lapse of time, or both) under, the
charter or organizational documents of such Delta Stockholder or any contract or
agreement by which such Delta Stockholder is bound (except as would not have a
material adverse effect on such Delta Stockholder's ability to perform its
obligations under this Agreement or as may arise under the Amended and Restated
Shareholder's Agreement dated as of September 23, 1993), or any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to such Delta
Stockholders or result in the creation or imposition of any Encumbrance (other
than under this Agreement) on the shares of the Delta Stock owned by such Delta
Stockholder.

         Section 4.3 No Consents. Except as set forth in Schedule 4.3 hereto or
as required by the Amended and Restated Shareholder's Agreement dated as of
September 23, 1993, no consent or authorization of, or registration, declaration
or filing with, any person, is required to be made or received by such Delta
Stockholder in connection with the execution and delivery of this Agreement or
the consummation of the Exchange.

         Section 4.4 Entire Interest. The Delta Stock listed opposite such Delta
Stockholder's name on Schedule 1 hereto constitutes such Delta Stockholder's
entire ownership interest in Delta as of the date hereof, and such Delta
Stockholder has no rights to acquire any additional shares of Delta Stock or any
other equity interest in Delta, except with respect to the Delta Preferred and
the preemptive rights contained in Article Fourth of Delta's Amended and
Restated Certificate of Incorporation.

         Section 4.5 Accredited Investor Status; PPR Information. Such Delta
Stockholder is an "accredited investor" as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act and has knowledge and experience in
financial and business matters sufficient to evaluate the merits and risks of
the investment in the shares of PPR Class B Common Stock and is able to bear
such risks. Such Delta Stockholder has been given access to full and complete
information regarding PPR, including the opportunity to meet with PPR officers
and review the PPR SEC Filings.

         Section 4.6 Unregistered Securities; Investment Intent. Such Delta
Stockholder acknowledges that the shares of PPR Class B Common Stock have not
been registered under the Securities Act or relevant state securities laws
pursuant to exemptions from registration under the Securities Act and such laws,
and that PPR's reliance upon such exemptions is predicated in part on such Delta
Stockholder's representations to PPR as contained herein. The shares of PPR
Class B Common Stock are being purchased for the account of such Delta
Stockholder for investment and without the intention of reselling, transferring
or redistributing the same, other than as provided in or contemplated by this
Agreement. Such Delta Stockholder has no agreement for the transfer or
disposition of any of such shares, except as provided in this Agreement.

         Section 4.7 Restrictions on Transfer. Such Delta Stockholder
acknowledges that PPR will place a restrictive legend on the certificate(s)
representing the shares of PPR Class B Common Stock, containing substantially
the following language:


                                      A-34
<PAGE>

         The securities represented by this certificate were issued without
         registration under the Securities Act of 1933, as amended (the "Act"),
         and without registration under state securities laws, in reliance upon
         exemptions contained in the Act and such laws. No transfer of these
         securities or any interest therein may be made except pursuant to
         effective registration statements under said laws unless this
         corporation has received an opinion of counsel satisfactory to it that
         such transfer or disposition does not require registration under said
         laws and, for any sales under Rule 144 of the Act, such evidence as it
         shall reasonably request for compliance with that rule.

         PPR will place a stop transfer order on the certificate(s) representing
the shares to assure compliance with this Agreement and the matters referenced
above.


                                    ARTICLE V

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

         Section 5.1 Actions by PPR. Except as expressly permitted by clauses
(a) through (k) of this Section 5.1, or as otherwise required by this Agreement,
during the period from the date of this Agreement through the date of Closing,
PPR shall, and shall cause each of the PPR Subsidiaries to, in all material
respects carry on its business in the ordinary course as currently conducted
and, to the extent consistent therewith, use reasonable best efforts to preserve
intact its current business organizations, keep available the services of its
current officers and employees and preserve its relationships and goodwill with
customers, suppliers and others having business dealings with it. Without
limiting the generality of the foregoing, and except as otherwise expressly
contemplated by this Agreement, PPR shall not, and shall not permit any of the
PPR Subsidiaries to, without the prior written consent of Delta and the Delta
Stockholders holding, in the aggregate, a majority of the Delta Stock:

                  (a) (x) declare, set aside or pay any dividends on, or make
         any other actual, constructive or deemed distributions payable in cash,
         shares, stock, securities or property in respect of, any of its capital
         stock, or otherwise make any payments to its stockholders in their
         capacity as such (other than dividends and other distributions by PPR
         Subsidiaries including dividends on outstanding shares of non-voting
         management stock of Beverage Plastics Company, a Delaware corporation,
         in the ordinary course of business and consistent with past practice),
         (y) other than in the case of any PPR Subsidiary, subdivide, split,
         combine or reclassify any of its capital stock or issue or authorize
         the issuance of any other securities in respect of, in lieu of or in
         substitution for shares of its capital stock or (z) purchase, redeem or
         otherwise acquire any shares of capital stock of PPR or any other
         securities thereof or any rights, warrants or options to acquire,
         directly or indirectly, any such shares or other securities;

                  (b) issue, deliver, sell, pledge, dispose of or otherwise
         encumber any shares of its capital stock, any other voting securities
         or equity equivalent or any securities convertible into, or any rights,
         warrants or options to acquire any such shares, voting securities,
         equity equivalent or convertible securities, or agree to any amendment
         to the terms of any option, warrant or convertible security, other than
         (x) the grant of stock options to employees of PPR or any of the PPR
         Subsidiaries under the PPR Option Plans and the issuance of shares of
         PPR Stock pursuant to the


                                      A-35
<PAGE>

         exercise thereof in the ordinary course of business consistent with
         past practice, (y) the issuance of PPR Stock pursuant to the exercise
         of warrants outstanding as of the date hereof that are exercisable or
         become exercisable by their terms (as in effect on the date hereof),
         and (z) the issuance of PPR Stock as consideration for the acquisitions
         permitted to be made by PPR by clause (d) of this Section 5.1;

                  (c) amend its charter or bylaws; provided, however, that PPR
         shall amend its charter to adopt the PPR Charter Amendment;

                  (d) acquire or agree to acquire by merging or consolidating
         with, or by purchasing a substantial portion of the assets of or equity
         in, or by any other manner, any business or any corporation,
         partnership, limited liability company, association or other business
         organization or division thereof or otherwise acquire or agree to
         acquire any assets, except for (x) the Dakota Acquisition on
         substantially the terms set forth in the Dakota Exchange Agreement (as
         hereinafter defined) without giving effect to any waiver or
         modification thereof and (y) acquisitions which do not exceed $50
         million individually or $100 million in the aggregate;

                  (e) sell, lease or otherwise dispose of, or agree to sell,
         lease or otherwise dispose of any of its assets, other than
         transactions that are in the ordinary course of business consistent
         with past practice and not material to PPR and the PPR Subsidiaries
         taken as a whole;

                  (f) incur any indebtedness for borrowed money, guarantee any
         such indebtedness or make any loans, advances or capital contributions
         to, or other investments in, any other person, other than (x) in the
         ordinary course of business consistent with past practice (including
         refinancings of existing debt), (y) indebtedness, loans, advances,
         capital contributions and investments between PPR and any of the PPR
         Subsidiaries, and (z) indebtedness incurred to fund the acquisitions
         permitted by Section 5.1(d) above, including any amendments necessary
         to existing loan documents with Banco Popular to extend the facility to
         $40 million and replace Banco Popular as the primary lender with
         NationsBanc (or an affiliate of NationsBanc) and other syndication
         participants.

                  (g) enter into or adopt, or amend any existing, severance
         plan, agreement or arrangement or enter into or amend any PPR Plan, PPR
         Option Plan or employment or consulting agreement, other than as
         required by law and other than amending existing PPR Option Plans to
         increase the number of shares available for issuance thereunder;

                  (h) knowingly violate or knowingly fail to perform any
         material obligation or duty imposed upon it or any PPR Subsidiary by
         any applicable material federal, state, Puerto Rican, or local law,
         rule, regulation, guideline or ordinance;

                  (i) take any action, other than reasonable and usual actions
         in the ordinary course of business consistent with past practice, with
         respect to accounting policies or procedures (other than actions
         required to be taken by GAAP);

                  (j) except as set forth on PPR's 1999 Capital Expenditure
         Budget, enter into any other material transaction or make any other
         capital expenditure not in the ordinary course of business consistent
         with past practice; or


                                      A-36
<PAGE>

                  (k) authorize, recommend or announce an intention to do any of
         the foregoing, or enter into any contract, agreement, commitment or
         arrangement to do any of the foregoing.

         Section 5.2 Actions by Delta. Except as expressly permitted by clauses
(a) through (l) of this Section 5.2, or otherwise required by this Agreement,
during the period from the date of this Agreement through the date of Closing,
Delta shall, and shall cause each of the Delta Subsidiaries to, in all material
respects, carry on its business in the ordinary course as currently conducted
and, to the extent consistent therewith, use reasonable best efforts to preserve
intact its current business organizations, keep available the services of its
current officers and employees and preserve its relationships and goodwill with
customers, suppliers and others having business dealings with it. Without
limiting the generality of the foregoing, and except as otherwise expressly
contemplated by this Agreement, Delta shall not, and shall not permit any of the
Delta Subsidiaries to, without the prior written consent of PPR:

                  (a) (x) declare, set aside or pay any dividends on, or make
         any other actual, constructive or deemed distributions payable in cash,
         shares, stock, securities or property in respect of, any of its capital
         stock, or otherwise make any payments to its stockholders in their
         capacity as such, other than regularly scheduled quarterly dividends on
         Delta Preferred, (y) other than in the case of any Delta Subsidiary,
         subdivide, split, combine or reclassify any of its capital stock or
         issue or authorize the issuance of any other securities in respect of,
         in lieu of or in substitution for shares of its capital stock or (z)
         purchase, redeem or otherwise acquire, directly or indirectly, any
         shares of capital stock of Delta or any other securities thereof or any
         rights, warrants or options to acquire any such shares or other
         securities;

                  (b) issue, deliver, sell, pledge, dispose of or otherwise
         encumber any shares of its capital stock (other than the issuance of
         additional shares of Delta Preferred as payment-in-kind for the
         quarterly dividends payable on shares of outstanding Delta Preferred,
         any other voting securities or equity equivalent or any securities
         convertible into, or any rights, warrants or options to acquire any
         such shares, voting securities, equity equivalent or convertible
         securities, or agree to any amendment to the terms of any option,
         warrant or convertible security;

                  (c) amend its charter or bylaws other than as provided in
         Section 7.2(h) hereof;

                  (d) acquire or agree to acquire by merging or consolidating
         with, or by purchasing a portion of the assets of or equity in, or by
         any other manner, any business or any corporation, partnership, limited
         liability company, association or other business organization or
         division thereof or otherwise acquire or agree to acquire any assets
         other than transactions that are in the ordinary course of business
         consistent with past practice and that are not material;

                  (e) sell, lease or otherwise dispose of, or agree to sell,
         lease or otherwise dispose of, any of its assets, other than
         transactions that are in the ordinary course of business consistent
         with past practice and not material to Delta and the Delta Subsidiaries
         taken as a whole;

                  (f) incur any indebtedness in excess of that permitted under
         existing credit facilities for borrowed money, guarantee any such
         indebtedness or make any loans, advances or capital contributions to,
         or other investments in, any other person, other than (x) indebtedness
         for borrowed money incurred in the ordinary course of business
         consistent with past practice (including but not


                                      A-37
<PAGE>

         limited to the issuance of additional notes as payment-in-kind for
         accrued interest on Delta's 11% subordinated notes due December 23,
         2003 as set forth in that certain Note Exchange Agreement dated as of
         September 23, 1993 by and among Delta and the Noteholders set forth on
         Schedule 1 thereto), and (y) indebtedness, loans, advances, capital
         contributions and investments between Delta and any of the Delta
         Subsidiaries;

                  (g) alter (through merger, liquidation, reorganization,
         restructuring or in any other fashion) the corporate structure or
         ownership of Delta;

                  (h) enter into or adopt, or amend any existing, severance
         plan, agreement or arrangement or enter into or amend any Delta Plan or
         employment or consulting agreement, other than as required by law;

                  (i) knowingly violate or knowingly fail to perform any
         material obligation or duty imposed upon it or any Delta Subsidiary by
         any applicable material federal, state or local law, rule, regulation,
         guideline or ordinance;

                  (j) take any action, other than reasonable and usual actions
         in the ordinary course of business consistent with past practice, with
         respect to accounting policies or procedures (other than actions
         required to be taken by GAAP);

                  (k) except as set forth on Delta's 1999 Capital Expenditure
         Budget, enter into any other material transaction or make any other
         capital expenditure not in the ordinary course of business consistent
         with past practice; or

                  (l) authorize, recommend, propose or announce an intention to
         do any of the foregoing, or enter into any contract, agreement,
         commitment or arrangement to do any of the foregoing.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

         Section 6.1 PPR Stockholder Meeting. PPR shall call a meeting of its
stockholders (the "PPR Stockholder Meeting") for the purpose of: (a) approving
the transactions contemplated hereby, including, but not limited to, the Share
Issuance and the Exchange; (b) approving an increase in the number of authorized
shares of PPR's Class B Common Stock to 145,000,000 shares (the "PPR Charter
Amendment"); (c) approving the amendments to the PPR Option Plans to increase
the number of shares available for issuance thereunder and (d) approving such
other matters as PPR's Board of Directors shall determine. PPR shall within
thirty (30) days after the execution of this Agreement, prepare and file with
the SEC the Proxy Statement for the purpose of soliciting proxies for the
matters brought before the PPR Stockholder Meeting. PPR will, through the PPR
Board of Directors with the concurrence of the PPR Special Committee, recommend
to its stockholders approval of such matters and shall not withdraw such
recommendation; provided, however, that the PPR Special Committee shall not be
required to make, and shall be entitled to withdraw, such recommendation if and
only if the PPR Special Committee concludes in good faith on the basis of the
advice of Willkie Farr & Gallagher that the making of, or the failure to
withdraw, such recommendation would violate the fiduciary obligations of the PPR
Special Committee under applicable law; provided further, however, that in no
case shall any change in the trading price of PPR Class B Common


                                      A-38
<PAGE>

Stock be used as a basis for any such conclusion. Notwithstanding any recission
of the recommendation by the PPR Special Committee that is permitted by this
Section 6.1, PPR shall remain obligated to call the PPR Stockholder Meeting.

         Section 6.2 Preparation of the Registration Statement and the Proxy
Statement.

                  (a) Within thirty (30) days after the Closing Date, PPR shall
         prepare and file with the SEC a Registration Statement on Form S-3 for
         the purpose of registering for resale by the Delta Stockholders or
         their assigns (the "Holders") the shares of PPR Class B Common Stock
         issued in the Exchange (the "Registration Statement"). PPR shall use
         its best efforts to have the Registration Statement declared effective
         under the Securities Act prior to the expiration of the lock-up period
         described in Section 7.1(h). PPR will advise the Holders in writing,
         promptly after it receives notice thereof, of the time when the
         Registration Statement has become effective or any supplement or
         amendment has been filed, of the issuance of any stop order (or the
         initiating or threatening of any proceeding for that purpose), of the
         suspension of the qualification of the PPR Class B Common Stock
         issuable in connection with the Exchange for offering or sale in any
         jurisdiction (or the initiating or threatening of any proceeding for
         that purpose), or of any request by the SEC for amendment of the
         Registration Statement or comments thereon and responses thereto or
         requests by the SEC for additional information. The Holders shall
         receive an opinion from counsel to PPR, dated as of the effective date
         of the Registration Statement, subject to customary qualifications and
         limitations for such opinions and in a form reasonably satisfactory to
         such Holders, to the effect that PPR is duly organized, validly
         existing and in good standing in Delaware, the PPR Class B Common Stock
         included in the Registration Statement has been registered under the
         Securities Act, the conditions to use by PPR of a registration
         statement on Form S-3 under the Securities Act, as set forth in the
         General Instructions to Form S-3, have been satisfied with respect to
         the Registration Statement and that the Registration Statement has
         become effective under the Securities Act. PPR shall prepare and file
         with the SEC such amendments and supplements to the Registration
         Statement as may be necessary to keep the Registration Statement
         effective until the later of nine months from the end of the lock-up
         period or until such time as each of the Holders who is not deemed to
         be an "affiliate" of PPR within the meaning of Rule 144 under the
         Securities Act, may sell all of such Holder's shares of PPR Class B
         Common Stock received in the Exchange within a three (3) month period
         under Rule 144, without regard to the volume limitations contained in
         Rule 144(e). PPR agrees that the restrictive legend and the stop
         transfer order on the certificates representing the shares of PPR Class
         B Common Stock shall be removed at PPR's expense upon the registration
         of such shares under the Securities Act or the sale of such shares
         pursuant to Rule 144.

                  (b) PPR and Delta each agree, as to itself and its
         Subsidiaries, that none of the information supplied or to be supplied
         by it or its Subsidiaries for inclusion or incorporation by reference
         in (i) the Registration Statement will, at the time the Registration
         Statement becomes effective under the Securities Act, contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and (ii) the Proxy Statement and any amendment
         or supplement thereto will, at the date of mailing to the PPR
         stockholders, contain any untrue statement of a material fact or omit
         to state any material fact required to be stated therein or necessary
         in order to make the statements therein, in light of the circumstances
         under which they were made, not misleading.


                                      A-39
<PAGE>

                  (c) PPR shall use its reasonable best efforts to cause
         "comfort letters" of Arthur Andersen LLP or another nationally
         recognized certified public accounting firm to be delivered to the
         Holders, dated the date on which the Registration Statement shall
         become effective and addressed to the Holders, in form and substance
         customary for "comfort letters" delivered by independent public
         accountants in connection with transactions such as those contemplated
         by this Agreement.

                  (d) PPR shall use its best efforts to register or qualify the
         shares covered by the Registration Statement under such securities or
         blue sky laws of such United States jurisdictions as any Holder
         reasonably requests to enable such Holder to dispose of such shares
         owned by such Holder, provided that PPR will not be required to (i)
         qualify generally to do business in any jurisdiction where it would not
         otherwise be required to so qualify but for the requirements of this
         paragraph, (ii) subject itself to taxation in any jurisdiction where it
         is not otherwise subject to taxation or (iii) consent to general
         service of process in any jurisdiction where it would not otherwise be
         required to so consent but for the requirements of this paragraph.

                  (e) PPR shall furnish to each Holder such number of copies of
         a summary prospectus or other prospectus in conformity with the
         requirements of the Securities Act, and such other documents as such
         Holder may reasonably request in order to facilitate the public sale or
         other disposition of such shares.

                  (f) PPR shall notify on a timely basis each Holder at any time
         when a prospectus relating to the PPR Class B Common Stock is required
         to be delivered under the Securities Act within the appropriate period
         mentioned in paragraph (a) of this Section, of the happening of any
         event as a result of which the prospectus included in such Registration
         Statement, as then in effect, includes an untrue statement of a
         material fact or omits to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing and, at the request of such
         Holder, prepare and furnish to such Holder a reasonable number of
         copies of a supplement to or an amendment of such prospectus as may be
         necessary so that, as thereafter delivered to the offerees of such
         shares, such prospectus shall not include an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing.

                  (g) PPR shall make available for inspection by any Holder, any
         underwriter participating in any disposition pursuant to such
         Registration Statement and any attorney, accountant or other agent
         retained by any such Holder or underwriter (collectively, the
         "Inspectors"), all pertinent financial and other records, pertinent
         corporate documents and properties of PPR (collectively, the
         "Records"), as shall be reasonably necessary to enable them to exercise
         their due diligence responsibility, and cause PPR's officers, directors
         and employees to supply all information (together with the Records, the
         "Information") reasonably requested by any such Inspector in connection
         with such Registration Statement. Any of the Information, which PPR
         determines in good faith to be confidential, and of which determination
         the Inspectors are so notified, shall not be disclosed by the
         Inspectors unless (i) the disclosure of such Information is necessary
         to avoid or correct a misstatement or omission in the Registration
         Statement, (ii) the release of such Information is ordered pursuant to
         a subpoena or other order from a court of competent jurisdiction or
         (iii) such Information has been made generally available to the public.
         The Holder agrees that it will, upon


                                      A-40
<PAGE>

         learning that disclosure of such Information is sought in a court of
         competent jurisdiction, give notice to PPR and allow PPR, at PPR's
         expense, to undertake appropriate action to prevent disclosure of the
         Information deemed confidential.

                  (h) PPR shall provide a transfer agent and registrar (which
         may be the same entity and which may be PPR) for the PPR Class B Common
         Stock.

                  (i) In connection with any registration of the PPR Class B
         Common Stock under the Securities Act pursuant to this Agreement, PPR
         shall indemnify and hold harmless each Holder, its partners, members,
         in the case of a limited liability company, beneficiaries, in the case
         of a trust, officers and directors, each underwriter, broker or any
         other person acting on behalf of such Holder and each other person, if
         any, who controls any of the foregoing persons within the meaning of
         the Securities Act against any losses, claims, damages or liabilities,
         joint or several (or actions in respect thereof) to which any of the
         foregoing persons may become subject under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of or are based upon an untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement under which shares were registered under the
         Securities Act, any preliminary prospectus or final prospectus
         contained therein or otherwise filed with the SEC, any amendment or
         supplement thereto or any document incident to registration or
         qualification of the PPR Class B Common Stock or arise out of or are
         based upon the omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading or, with respect to any prospectus, necessary to
         make the statements therein in light of the circumstances under which
         they were made not misleading, or any violation by PPR of the
         Securities Act or state securities or blue sky laws applicable to PPR
         and relating to action or inaction required of PPR in connection with
         such registration; and shall reimburse such Holder, such partner,
         member, officer or director, such underwriter, such broker or such
         other person acting on behalf of such Holder and each such controlling
         person for any legal or other expenses reasonably incurred by any of
         them in connection with investigating or defending any such loss,
         claim, damage, liability or action; provided, however, that PPR shall
         not be liable in any such case to the extent that any such loss, claim,
         damage, liability or action arises out of or is based upon an untrue
         statement or alleged untrue statement or omission or alleged omission
         made in said Registration Statement, preliminary prospectus, final
         prospectus, amendment, supplement or document incident to registration
         or qualification of any PPR Class B Common Stock in reliance upon and
         in conformity with written information furnished to PPR through an
         instrument duly executed by such Holder or underwriter that states that
         it is specifically for use in the preparation thereof.

                  (j) In connection with any registration of the PPR Class B
         Common Stock under the Securities Act pursuant to this Agreement, each
         Holder shall indemnify and hold harmless (in the same manner and to the
         same extent as set forth in the preceding paragraph of this Section)
         PPR, each director of PPR, each officer of PPR who shall sign such
         Registration Statement, each underwriter, broker or other person acting
         on behalf of such Holder, such person who controls any of the foregoing
         persons within the meaning of the Securities Act and each other Holder
         under such Registration Statement with respect to any statement or
         omission from such Registration Statement, any preliminary prospectus
         or final prospectus contained therein or otherwise filed with the
         Commission, any amendment or supplement thereto or any document
         incident to registration or qualification of any PPR Class B Common
         Stock, if such statement or omission was made in reliance


                                      A-41
<PAGE>

         upon and in conformity with written information furnished to PPR or
         such underwriter through an instrument duly executed by such Holder or
         underwriter that states that it is specifically for use in connection
         with the preparation of such Registration Statement, preliminary
         prospectus, final prospectus, amendment, supplement or document;
         provided, however, that the obligation to indemnify will be several,
         not joint and several, among such Holders, and the maximum amount of
         liability in respect of such indemnification shall be in proportion to
         and limited to, in the case of each Holder, an amount equal to the net
         proceeds actually received by such Holder from the sale of PPR Class B
         Common Stock effected pursuant to such registration.

                  (k) The indemnification required by this Section 6.2 will be
         made by periodic payments during the course of the investigation or
         defense, as and when bills are received or expenses incurred, subject
         to prompt refund in the event any such payments are determined not to
         have been due and owing hereunder.

                  (l) Promptly after receipt by an indemnified party of notice
         of the commencement of any action involving a claim referred to in the
         preceding paragraphs of this Section 6.2, such indemnified party will,
         if a claim in respect thereof is made against an indemnifying party,
         give written notice to the latter of the commencement of such action.
         In case any such action is brought against an indemnified party, the
         indemnifying party will be entitled to participate in and to assume the
         defense thereof, jointly with any other indemnifying party similarly
         notified to the extent that it may wish, with counsel reasonably
         satisfactory to such indemnified party, and after notice from the
         indemnifying party to such indemnified party of its election so to
         assume the defense thereof, the indemnifying party shall not be
         responsible for any legal or other expenses subsequently incurred by
         the latter in connection with the defense thereof; provided, however,
         that if any indemnified party shall have reasonably concluded that
         there may be one or more legal or equitable defenses available to such
         indemnified party which are additional to or conflict with those
         available to the indemnifying party, or that such claim or litigation
         involves or could have an effect upon matters beyond the scope of the
         indemnity agreement provided in this Section 6.2, the indemnifying
         party shall not have the right to assume the defense of such action on
         behalf of such indemnified party and such indemnifying party shall
         reimburse such indemnified party and any person controlling such
         indemnified party for that portion of the fees and expenses of any
         counsel retained by the indemnified party which is reasonably related
         to the matters covered by the indemnity agreement provided in this
         Section 6.2. No indemnifying party shall, without the written consent
         of the indemnified party, effect the settlement or compromise of, or
         consent to the entry of any judgment with respect to, any pending or
         threatened action or claim in respect of which indemnification or
         contribution may be sought hereunder (whether or not the indemnified
         party is an actual or potential party to such action or claim) unless
         such settlement, compromise or judgment (i) includes an unconditional
         release of the indemnified party from all liability arising out of such
         action or claim and (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act, by or on behalf of
         any indemnified party.

                  (m) The indemnification provided for under this Agreement will
         remain in full force and effect regardless of any investigation made by
         or on behalf of the indemnified party or any partner, member, officer,
         director or controlling person of such indemnified party and will
         survive the transfer of the PPR Class B Common Stock.


                                      A-42
<PAGE>

                  (n) If the indemnification provided for in this Section 6.2 is
         held by a court of competent jurisdiction to be unavailable to any
         indemnified party with respect to any loss, claim, damage, liability or
         action referred to herein, then the indemnifying party, in lieu of
         indemnifying such indemnified party hereunder, shall contribute to the
         amounts paid or payable by such indemnified party as a result of such
         loss, claim, damage, liability or action in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party on
         the one hand and of the indemnified party on the other in connection
         with the statements or omissions which resulted in such loss, claim,
         damage or liability as well as any other relevant equitable
         considerations. The relative fault of the indemnifying party and the
         indemnified party shall be determined by reference to among other
         things whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by an indemnifying party or by the
         indemnified party and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such statement or
         omission. PPR and the Holders agree that it would not be just and
         equitable if contributions pursuant to this paragraph were determined
         by pro rata allocation or by other method of allocation which did not
         take into account the equitable considerations referred to herein. The
         amount paid or payable by an indemnified party as a result of the
         losses, claims, damages, liabilities or expenses referred to above
         shall be deemed to include any legal or other expenses reasonably
         incurred in connection with investigating or defending the same.
         Notwithstanding the foregoing, in no event shall the amount contributed
         by a Holder exceed the aggregate net offering proceeds received by such
         Holder from the sale of such Holder's PPR Class B Common Stock.

         Section 6.3 Access to Information and Properties. Subject to currently
existing contractual and legal restrictions applicable to PPR or to Delta or any
of their Subsidiaries, each of PPR and Delta shall, and shall cause each of the
PPR and Delta Subsidiaries to, afford to the consultants, accountants, counsel,
financial advisors and other representatives of PPR and Delta reasonable access
to, and permit them to make such inspections and investigations (including,
without limitation, environmental audits, assessments and sub-surface
investigations) as they may reasonably require of, at mutually agreed upon times
during normal business hours during the period from the date of this Agreement
through the effective date of the Registration Statement, all their respective
properties, books, contracts, commitments and records (including, without
limitation, the work papers of independent accountants, if available and subject
to the consent of such independent accountants) and, during such period, PPR and
Delta shall, and shall cause each of the PPR and Delta Subsidiaries to, furnish
promptly to the other (i) a copy of each report, schedule, registration
statement and other document filed by it during such period pursuant to the
requirements of federal or state securities laws and (ii) all other information
concerning its business, properties and personnel as the other may reasonably
request.

         Section 6.4 New Credit Facility. PPR shall use its reasonable best
efforts to obtain a credit facility of up to $160 million on terms reasonably
acceptable to PPR (the "New Credit Facility"). The purposes of the New Credit
Facility shall include payment of certain debt owed by Delta, PPR and Dakota,
along with financing for working capital and acquisitions.

         Section 6.5 [This section intentionally left blank]


                                      A-43
<PAGE>

         Section 6.6 NYSE Listing. PPR shall use its reasonable best efforts to
cause the shares of PPR Class B Common Stock to be issued in connection with the
Exchange to be approved for listing on the NYSE, subject to official notice of
issuance.

         Section 6.7 Fees and Expenses. Whether or not the Exchange is
consummated, and except as otherwise provided in Section 8.2, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby including, without limitation, the fees and disbursements of
counsel, financial advisors and accountants, shall be paid by the party
incurring such costs and expenses; provided, however, that PPR shall pay all
expenses incurred by PPR in complying with this Article 6, including, without
limitation, all registration and filing fees (including all expenses incident to
filing with the NYSE), fees and expenses of complying with securities and blue
sky laws, printing expenses, and fees and expenses of PPR's counsel and
accountants; provided, further, that all underwriting discounts, fees and
expenses of counsel for the Holders and selling commissions applicable to the
PPR Class B Common Stock, if any, shall be borne by the Holders in proportion to
the number of shares of PPR Class B Common Stock sold by such Holder.

         Section 6.8 Delta Senior Noteholders. Within thirty (30) days after
Closing, Delta shall provide written notice of the consummation of the
transaction which is the subject of this Agreement to the holders of the 9 3/4%
Senior Notes due 2003 as required under the Indenture dated as of December 17,
1996 related thereto and advise such holders of their right to require Delta to
redeem their notes at 101% of par.

         Section 6.9 Reasonable Best Efforts to Consummate the Exchange. Upon
the terms and subject to the conditions set forth in this Agreement, PPR and
Delta agree to use reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other parties in doing, all things necessary, proper or advisable to consummate,
in the most expeditious manner practicable, the Exchange and the other
transactions contemplated by this Agreement, including, but not limited to: (i)
the obtaining of all necessary actions or nonactions, waivers, consents and
approvals from all Governmental Entities and the making of all necessary
registrations and filings (including filings with Governmental Entities) and the
taking of all reasonable steps as may be necessary to obtain an approval or
waiver from, or to avoid an action or proceeding by, any Governmental Entity,
(ii) the obtaining of all necessary consents, approvals or waivers from third
parties, (iii) the defending of any lawsuits or other legal proceedings, whether
judicial or administrative, challenging this Agreement or the consummation of
the transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed, and (iv) the execution and delivery of any additional
instruments necessary to consummate the transactions contemplated by this
Agreement. Each Delta Stockholder agrees that, to the extent reasonably
requested by Delta or PPR, such Delta Shareholder shall assist and cooperate
with PPR and/or Delta in taking all such actions which may be reasonable and
necessary to consummate the Exchange, including, without limitation, providing
such information or documentation that PPR shall reasonably require in
connection with the issuance of shares hereunder pursuant to exemptions from
registration under the Securities Act or relevant state securities laws. No
party to this Agreement shall consent to any voluntary delay of the consummation
of the Exchange at the behest of any Governmental Entity without the consent of
the other parties to this Agreement, which consent shall not be unreasonably
withheld.

         Section 6.10 Public Announcements. Delta and PPR each shall consult
with the other prior to issuing any press releases or otherwise making public
announcements with respect to the Exchange and the


                                      A-44
<PAGE>

other transactions contemplated by this Agreement and prior to making any
filings with any third party and/or any Governmental Entity with respect
thereto, except as may be required by law or by obligations pursuant to any
listing agreement with or rules of the NYSE.

         Section 6.11 State Takeover Laws. If any "fair price," "business
combination" or "control share acquisition" statute or other similar statute or
regulation shall become applicable to the transactions contemplated hereby, PPR
and Delta and their respective Board of Directors shall use their reasonable
best efforts to grant such approvals and take such actions as are necessary so
that the transactions contemplated hereby may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise act to minimize the
effects of any such statute or regulation on the transactions contemplated
hereby.

         Section 6.12 Indemnification. From and after the Closing, PPR agrees
to, and to cause Delta to, indemnify and hold harmless all past and present
officers and directors of Delta and of the Delta Subsidiaries to the maximum
extent permitted by the Delaware General Corporation Law (including advancing
expenses and attorneys' fees incurred prior to final disposition of any
proceeding upon receipt of an undertaking by such director or officer to repay
such amount if it shall be ultimately determined that he or she is not entitled
to be indemnified under the Delaware General Corporation Law), including but not
limited to acts or omissions occurring in connection with the approval of this
Agreement, the filing of the Registration Statement and the consummation of the
transactions contemplated hereby.

         Section 6.13 Notification of Certain Matters. PPR shall use its
reasonable best efforts to give prompt notice to Delta, and Delta shall use its
reasonable best efforts to give prompt notice to PPR, of: (i) the occurrence, or
non-occurrence, of any event the occurrence, or non-occurrence, of which it is
aware and which would be reasonably likely to cause (x) any representation or
warranty contained in this Agreement to be untrue or inaccurate in any material
respect or (y) any covenant, condition or agreement contained in this Agreement
not to be complied with or satisfied in all material respects, (ii) any failure
of PPR or Delta, as the case may be, to comply in a timely manner with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it hereunder or (iii) any change or event which would be reasonably likely to
have a Material Adverse Effect on PPR or Delta, as the case may be; provided,
however, that the delivery of any notice pursuant to this Section 6.13 shall not
limit or otherwise affect the remedies available hereunder to the party
receiving such notice.

         Section 6.14 Transfer Taxes. All transfer, documentary, sales, use,
registration, value-added and other similar Taxes (including all applicable real
estate transfer Taxes) and related fees (including any penalties, interest an
additions to Tax) (collectively, "Transfer Taxes") incurred by any party hereto
in connection with this Agreement and the transactions contemplated hereby shall
be shared equally by Delta and PPR; provided, however, that each Delta
Stockholder shall pay and hold PPR and Delta harmless from any Transfer Taxes
and related penalties and additions that would not have arisen but for the
negligence of such Delta Stockholder. PPR and the Delta Stockholders shall
cooperate in timely making all filings, returns, reports and forms as may be
required to comply with the provisions of such Transfer Tax laws.

         Section 6.15 Treatment of Delta Phantom Stock Plan Participants. The
existing Delta phantom stock plan will be amended, promptly following the
Closing, to increase the value of the participants' interest to reflect the
value of the transaction contemplated by this Agreement and to convert the
rights of participants under such phantom stock plan to a combination of PPR
Class B Common Stock and/or options to acquire PPR Class B Common Stock.


                                      A-45
<PAGE>

         Section 6.16 Title Commitments. Delta and PPR shall promptly (and in no
event more than ten (10) days after the date hereof), order from a title company
reasonably acceptable to the other (the "Title Company") a title insurance
commitment or commitments with respect to all of the Delta Owned Real Property
and the PPR Owned Real Property, as the case may be, other than those properties
for which the owner already has title insurance. Delta and PPR shall use their
respective reasonable efforts to cause the Title Company to issue the title
commitments as promptly as feasible and, immediately upon receipt thereof, shall
deliver such title commitments to the other. To the extent the recipient
reasonably objects to any matter(s) reflected therein other than Permitted
Exceptions, or requests additional information with respect thereto, the party
delivering the title commitments shall use its reasonable efforts to cause the
Title Company to modify and/or supplement the commitments accordingly. Delta
shall, and shall cause the Delta Subsidiaries to, reasonably cooperate with PPR
in the event that PPR undertakes to purchase title insurance and/or order
surveys with respect to any or all of the Delta Real Property.

         Section 6.17 Delta Preferred Stock Dividends. PPR agrees from and after
the Closing, with respect to the stock dividends accruing on the Delta Preferred
from and after October 2, 1999, to either (a) cause Delta to pay the quarterly
dividends, in cash, owed on the Delta Preferred or (b) make a contribution to
the capital of Delta in an amount sufficient to redeem Preferred Stock Series AA
shares issued as a dividend on the Delta Preferred from and after October 2,
1999 and cause Delta to redeem such shares, in cash, promptly after such shares
are issued to the holders of Delta Preferred.

         Section 6.18 Independent Directors. From and after the Closing, Pohlad
Companies and Pepsi-Cola Metropolitan Bottling Company, Inc. ("Metropolitan")
shall take all action within their respective power, and, for so long as they
are members of Dakota, LLC, shall cause Dakota, LLC to take all action within
its power, including but not limited to the voting of all shares of PPR Class A
Common Stock and PPR Class B Common Stock owned by them, required to cause at
least two of the directors on the Board of Directors of PPR not to be
"affiliates" (as such term is defined in Rule 405 of the Securities Act of 1933,
as amended) (all such directors hereinafter referred to as the "Independent
Directors") of Pohlad Companies or Metropolitan for so long as Dakota, LLC,
Pohlad Companies, Metropolitan or any of their affiliates, collectively or
individually, hold(s) a majority of the voting rights of the outstanding capital
stock of PPR. If Metropolitan transfers its membership interests in Dakota, LLC,
or any of the PPR capital stock which it is acquiring pursuant to this
Agreement, to PepsiCo or an affiliate of PepsiCo, then Metropolitan shall cause
such transferee to assume Metropolitan's obligations under this Section 6.18 and
Section 6.19 as a condition precedent to such transfer. If Pohlad Companies
transfers its membership interests in Dakota, LLC, or any of the PPR capital
stock which it is acquiring pursuant to this Agreement, to an affiliate of
Pohlad Companies, then Pohlad Companies shall cause such transferee to assume
Pohlad Companies' obligations under this Section 6.18 and Section 6.19 as a
condition precedent to such transfer.

         Section 6.19 Transactions with Affiliates. Until June 15, 2003, Pohlad
Companies and Metropolitan agree not to cause, directly or indirectly, PPR or
any PPR Subsidiary to make any payment to, or sell, lease, transfer, substitute
or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, directly or indirectly, any "affiliate" (as such term is defined in
Rule 405 of the Securities Act of 1933, as amended), officer, director or
employee (each an "Affiliate") of Pohlad Companies or Metropolitan (each of the
foregoing an "Affiliate Transaction") which Affiliate Transaction, together with
any related Affiliated Transaction(s), involves aggregate consideration in
excess of $500,000, unless such Affiliate Transaction is on terms that are no
less favorable to PPR or the


                                      A-46
<PAGE>

relevant PPR Subsidiary than those that would have been obtained in a comparable
transaction by PPR or such PPR Subsidiary with an unrelated person and such
Affiliate Transaction shall receive the approval of a majority of the
Independent Directors. This Section 6.19 shall not apply to transactions entered
into in the course of business between an Affiliate of Metropolitan as licensor
and PPR or a PPR Subsidiary as licensee.

         Section 6.20 Lock-Up Agreement. All Delta Stockholders shall execute a
Lock-Up Agreement in the form attached hereto as Exhibit B which shall prohibit
sale of PPR Class B Connon Stock for a period of six (6) months after the
Closing Date.

                                   ARTICLE VII

                         CONDITIONS PRECEDENT TO CLOSING

         Section 7.1 Conditions to Each Party's Obligation to Effect the
Exchange. The respective obligations of each party to effect the Exchange shall
be subject to the fulfillment at or prior to the Closing of the following
conditions, each of which may be waived only with the consent in writing of each
party not obligated to satisfy the condition.

                  (a) PPR Stockholder Approval. This Agreement and the
         transactions contemplated hereby, including the Share Issuance, the
         Exchange, the PPR Charter Amendment and the PPR Option Plan Amendments
         shall have been duly approved by the requisite vote of stockholders of
         PPR in accordance with applicable law and the Certificate of
         Incorporation and Bylaws of PPR.

                  (b) Listing on the NYSE. The PPR Class B Common Stock issuable
         in the Exchange shall have been authorized for listing on the NYSE upon
         official notice of issuance.

                  (c) Governmental Approvals. All authorizations, consents,
         orders, declarations or approvals of, or filings with, any Governmental
         Entity, which the failure to obtain, make or occur would have the
         effect of making the Exchange or any of the transactions contemplated
         hereby illegal or would have a Material Adverse Effect on either of PPR
         or Delta (assuming the Exchange had taken place), shall have been
         obtained or shall have been made.

                  (d) Litigation. There shall not be instituted or pending any
         suit, action or proceeding by a Governmental Entity or any other person
         as a result of this Agreement or any of the transactions contemplated
         herein which would have a Material Adverse Effect on either PPR or
         Delta (assuming for purposes of this paragraph (d) that the Exchange
         shall have occurred).

                  (e) No Order. No court or other Governmental Entity having
         jurisdiction over Delta or PPR, or any of their respective
         Subsidiaries, shall have enacted, issued, promulgated, enforced or
         entered any law, rule, regulation, executive order, decree, injunction
         or other order (whether temporary, preliminary or permanent) which is
         then in effect and has the effect of making this Agreement, the
         Exchange or any of the transactions contemplated hereby illegal.

                  (f) Dakota Acquisition. The Dakota Acquisition shall have been
         consummated or shall be completed simultaneously with the completion of
         the Exchange, on substantially the terms set


                                      A-47
<PAGE>

         forth in the Dakota Exchange Agreement (as hereinafter defined) without
         giving effect to any waiver or modification thereof.

                  (g) New Credit Facility. The New Credit Facility shall have
         been obtained.

                  (h) Lock-Up Agreement. All Delta Stockholders shall have
         executed a Lock-Up Agreement in the form attached hereto as Exhibit B
         which shall prohibit sale of PPR Class B Common Stock for a period of
         six (6) months after the Closing Date.

         Section 7.2 Conditions to Obligation of the Delta Stockholders to
Effect the Exchange. The obligation of the Delta Stockholders to effect the
Exchange shall be subject to the fulfillment at or prior to the Closing of the
following additional conditions, each of which may be waived by the Delta
Stockholders in writing:

                  (a) Performance of Obligations; Representations and
         Warranties. PPR shall have performed in all material respects each of
         its agreements contained in this Agreement required to be performed on
         or prior to the date of Closing, each of the representations and
         warranties of PPR contained in this Agreement that is qualified by
         materiality shall be true and correct on and as of the date of Closing
         as if made on and as of such date (other than representations and
         warranties which address matters only as of a certain date which shall
         be true and correct as of such certain date) and each of the
         representations and warranties that is not so qualified shall be true
         and correct in all material respects on and as of the date of Closing
         as if made on and as of such date (other than representations and
         warranties which address matters only as of a certain date which shall
         be true and correct in all material respects as of such certain date),
         in each case except as contemplated or permitted by this Agreement, and
         the Delta Stockholders shall have received a certificate signed on
         behalf of PPR by its Chief Executive Officer and its Chief Financial
         Officer to such effect.

                  (b) Opinion of Counsel. The Delta Stockholders shall have
         received an opinion of Willkie Farr & Gallagher, counsel to the PPR
         Special Committee, in form and substance reasonably satisfactory to the
         Delta Stockholders, dated the date of Closing, subject to customary
         qualifications and limitations for opinions given in transactions of
         the kind contemplated hereby, to the effect that PPR is in good
         standing under the laws of Delaware and the PPR Class B Common Stock to
         be issued in the Exchange has been duly authorized, validly issued, is
         not subject to further assessment, and has been issued pursuant to
         applicable exemptions from registration under the Securities Act.

                  (c) Execution of Registration Rights Agreement. The
         Registration Rights Agreement in the form attached hereto as Exhibit C
         shall have been executed and delivered to Pohlad Companies by PPR.

                  (d) Consents. The consents, waivers, approvals and
         authorizations set forth on Schedule 7.2(d) hereto shall have been
         obtained.

                  (e) Miller Brewing Company Waiver. Delta shall have obtained a
         waiver of the ownership requirement through December 31, 1999 from
         Miller Brewing Company.


                                      A-48
<PAGE>

                  (f) Payment of Notes. The Delta Subordinated Notes shall be
         paid in full, in cash, at par, together with all accrued interest
         thereon through the date of Closing and such payment shall take place
         simultaneously with the Closing.

                  (g) Tax Opinion. Those holders of Delta Stock who exchanged
         such Delta Stock for PPR Class B Common Stock (the "Exchanging
         Stockholders") shall have received an opinion of Arthur Andersen LLP,
         or another nationally-recognized independent accountant at PPR's
         election (the "Accountant"), in form and substance reasonably
         satisfactory to the Delta Stockholders, dated the date of Closing,
         substantially to the effect that on the basis of facts, representations
         and assumptions set forth in such opinion which are consistent with the
         state of facts existing as of the date of Closing, for federal income
         tax purposes:

                           (i) The Exchange should qualify as a nontaxable
                  transfer of property by Exchanging Stockholders in exchange
                  for PPR Class B Common Stock under Section 351 of the Code.

                           (ii) No gain or loss should be recognized by the
                  Exchanging Stockholders upon the exchange of the Delta Stock
                  solely for PPR Class B Common Stock pursuant to the Exchange.

                           (iii) If a holder of Delta Stock receives only PPR
                  Class B Common Stock in the Exchange, such holder's basis in
                  the PPR Class B Common Stock received in the exchange should
                  be the same as the basis of Delta Stock surrendered in the
                  Exchange assuming there are no liabilities assumed by PPR in
                  connection therewith.

                           (iv) The holding period of the PPR Class B Common
                  Stock received by an Exchanging Stockholder pursuant to the
                  Exchange should include the period during which Delta Stock
                  surrendered in the Exchange was held, provided that Delta
                  Stock surrendered was a capital asset on the date of the
                  Exchange.

                  In rendering such opinion, the Accountant may receive and rely
         upon representations from PPR, Delta, Dakota and the Delta
         Stockholders.

                  (h) Amendment to Delta's Certificate of Incorporation. Delta's
         Certificate of Incorporation shall be amended to eliminate (i) the
         Fourth Section, paragraphs 3 and 4, (ii) the Fifth Section, (iii) the
         Sixth Section, paragraph 3, and (iv) the Seventh Section.

         Section 7.3 Conditions to Obligations of PPR to Effect the Exchange.
The obligations of PPR to effect the Exchange shall be subject to the
fulfillment at or prior to the date of Closing of the following additional
conditions, each of which may be waived by PPR in writing:

                  (a) Performance of Obligations; Representations and
         Warranties. Delta and the Delta Stockholders shall have performed in
         all material respects each of their agreements contained in this
         Agreement required to be performed by them on or prior to the date of
         Closing, each of the representations and warranties of Delta and the
         Delta Stockholders contained in this Agreement that is qualified by
         materiality shall be true and correct on and as of the date of Closing
         as if made on and


                                      A-49
<PAGE>

         as of such date (other than representations and warranties which
         address matters only as of a certain date which shall be true and
         correct as of such certain date) and each of the representations and
         warranties that is not so qualified shall be true and correct in all
         material respects on and as of the date of Closing as if made on and as
         of such date (other than representations and warranties which address
         matters only as of a certain date which shall be true and correct in
         all material respects as of such certain date), in each case except as
         contemplated or permitted by this Agreement, and PPR shall have
         received a certificate signed on behalf of Delta by its Chief Executive
         Officer and its Chief Financial Officer to such effect.

                  (b) Consents. The consents, waivers, approvals and
         authorizations set forth on Schedule 7.3 (b) hereto shall have been
         obtained.

                  (c) Opinion of Counsel. PPR shall have received an opinion of
         counsel to Delta in form and substance reasonably satisfactory to PPR,
         dated the Closing Date, subject to customary qualifications,
         limitations and qualifications for opinions given in transactions of
         the kind contemplated hereby, to the effect that Delta is duly
         organized, validly existing and in good standing under the laws of
         Delaware.

                  (d) Dakota Representations and Warranties. The representations
         and warranties of Dakota and Pohlad Companies contained in the Exchange
         Agreement by and among PPR, Dakota and Pohlad Companies (the "Dakota
         Exchange Agreement") shall be true and correct in all material respects
         without respect to any waiver of or modification to such
         representations and warranties by the parties to the Dakota Exchange
         Agreement.

                                  ARTICLE VIII

                        TERMINATION, AMENDMENT AND WAIVER

         Section 8.1 Termination. This Agreement may be terminated at any time
prior to the Closing, whether before or after any approval of the matters
presented in connection with the Exchange by the stockholders of PPR:

                  (a) by mutual written consent of PPR, Delta and all of the
         Delta Stockholders;

                  (b) by either PPR on the one hand, or Delta or the Delta
         Stockholders on the other hand, if the other party shall have failed to
         comply in any material respect with any of its covenants or agreements
         contained in this Agreement required to be complied with prior to the
         date of such termination, which failure to comply has not been cured
         within five (5) business days following receipt by such other party of
         written notice of such failure to comply; provided, however, that if
         any such breach is curable by the breaching party through the exercise
         of the breaching party's best efforts and for so long as the breaching
         party shall be so using its best efforts to cure such breach, the
         non-breaching party may not terminate this Agreement pursuant to this
         paragraph;

                  (c) by either PPR on the one hand, or Delta or the Delta
         Stockholders on the other hand, if there has been (i) a breach by the
         other party of any representation or warranty that is not qualified as
         to materiality which has the effect of making such representation or
         warranty not true and correct


                                      A-50
<PAGE>

         in all material respects or (ii) a breach by the other party of any
         representation or warranty that is qualified as to materiality, in each
         case which breach has not been cured within five (5) business days
         following receipt by the breaching party of written notice of the
         breach or except as contemplated or permitted by this Agreement;
         provided, however, that if any such breach is curable by the breaching
         party through the exercise of the breaching party's best efforts and
         for so long as the breaching party shall be so using its best efforts
         to cure such breach, the non-breaching party may not terminate this
         Agreement pursuant to this paragraph;

                  (d) by PPR on the one hand, or Delta or the Delta Stockholders
         holding, in aggregate, a majority of the Delta Stock on the other hand,
         if the Exchange has not been effected on or prior to the close of
         business on November 30, 1999 (the "Termination Date"); provided,
         however, that the right to terminate this Agreement pursuant to this
         Section 8.1(d) shall not be available to any party whose failure to
         fulfill any of its obligations contained in this Agreement has been the
         cause of, or resulted in, the failure of the Exchange to have occurred
         on or prior to the aforesaid date;

                  (e) by PPR on the one hand, or Delta or the Delta Stockholders
         on the other hand, if the stockholders of PPR do not approve this
         Agreement and the transactions contemplated hereby, including, the
         Share Issuance, the Exchange and the PPR Charter Amendment at the PPR
         Stockholder Meeting or any adjournment or postponement thereof; or

                  (f) by PPR on the one hand, or Delta or the Delta Stockholders
         on the other hand, if: (i) there shall be a final, non-appealable order
         of a federal or state court in effect preventing consummation of the
         transactions contemplated hereby; or (ii) there shall be any final
         action taken, or any statute, rule, regulation or order enacted,
         promulgated or issued or deemed applicable to the transactions
         contemplated hereby by any Governmental Entity which would make
         consummation of the transactions contemplated hereby illegal.

         The right of any party hereto to terminate this Agreement pursuant to
this Section 8.1 shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any party hereto, any person
controlling any such party or any of their respective officers or directors,
whether prior to or after the execution of this Agreement.

         Section 8.2 Effect of Termination. In the event of termination of this
Agreement by either PPR, Delta or the Delta Stockholders, as provided in Section
8.1, this Agreement shall forthwith terminate and there shall be no liability
hereunder on the part of the Delta Stockholders, Delta, PPR, or their respective
officers or directors (except for the entirety of Section 6.7, which shall
survive the termination); provided, however, that nothing contained in this
Section 8.2 shall relieve any party hereto from any liability for any breach of
a representation or warranty contained in this Agreement or the breach of any
covenant contained in this Agreement; provided, further, that in addition to any
other remedies available to any party under this Agreement or at law or in
equity, in the event that the Exchange does not occur as a direct result of
breach of this Agreement by a party hereto, the breaching party shall be
responsible for all costs and expenses incurred in connection with the
transactions contemplated hereby by the non-breaching party including, but not
limited to, the fees and disbursements of all legal, accounting, financial and
other advisers.

         Section 8.3 Amendment. This Agreement may be amended by the parties
hereto at any time before or after approval of the matters presented in
connection with the Exchange by the stockholders of


                                      A-51
<PAGE>

PPR, but, after any such approval, no amendment shall be made which by law
requires further approval by such stockholders without such further approval.
This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

         Section 8.4 Waiver. At any time prior to the Closing, the parties
hereto may (i) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (iii) waive compliance with any of the agreements or
conditions contained herein which may legally be waived. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in an instrument in writing signed on behalf of such party.

                                   ARTICLE IX

                               GENERAL PROVISIONS

         Section 9.1 Non-Survival of Representations, Warranties and Agreements.
The representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall terminate at the Closing
or upon the termination of this Agreement pursuant to Section 8.1, as the case
may be, and no claim for breach of any such representation, warranty or
agreement may be made after Closing or termination of this Agreement, as the
case may be, except that (i) Article I shall survive the Closing; (ii) the
representations and warranties of PPR set forth in Sections 2.1, 2.2, 2.3 and
2.4 and the representations and warranties of the Delta Stockholders set forth
in Sections 4.1, 4.2, 4.3, 4.4,4.5, 4.6 and 4.7 shall survive the Closing
indefinitely; and (iii) the agreements set forth in Sections 6.2, 6.3, 6.6, 6.7,
6.8, 6.9, 6.12, 6.13, 6.14, 6.15, 6.17, 6.18 and 6.19 and this Article IX shall
survive the Closing, and those set forth in Sections 6.7 and 8.2 and this
Article IX shall survive termination.

         Section 9.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when delivered personally, one day
after being delivered to an overnight courier or when telecopied (with a
confirmatory copy sent by overnight courier) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

         (a) if to PPR, to:                    Pepsi-Cola Puerto Rico Bottling
                                                Company
                                               P.O. Box 191709
                                               Carr. 865 km 0.4
                                               Barrio Candelaria Arenas
                                               Toa Baja, PR  00949
                                               Attn:    President

             with a copy to:                   Willkie Farr & Gallagher
                                               787 Seventh Avenue
                                               New York, NY  10019-6099
                                               Attn: Christopher E. Manno, Esq.


                                      A-52
<PAGE>

         (b) if to Delta, to                   Delta Beverage Group, Inc.
                                               3880 Dain Rauscher Plaza
                                               60 South Sixth Street
                                               Minneapolis, MN  55402

         (c) If to the Delta Stockholders, to: the addresses listed on Exhibit D

         (d) And, in all cases, a copy to:     Pohlad Companies
                                               3880 Dain Rauscher Plaza
                                               60 South Sixth Street
                                               Minneapolis, MN 55402
                                               Attn:    Robert C. Pohlad

             with a further copy to:           Briggs and Morgan, P.A.
                                               2400 IDS Center
                                               80 South Eighth Street
                                               Minneapolis, MN 55402
                                               Attn:    Brian D. Wenger, Esq.

         Section 9.3 Interpretation. When a reference is made in this Agreement
to a Section or Article, such reference shall be to a Section or Article of this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

         Section 9.4 Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

         Section 9.5 Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder, except as set
forth in Sections 6.2, 6.12 and except that Section 6.17 shall inure to the
benefit of any transferee of the Delta Preferred.

         Section 9.6 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
THEREOF.

         Section 9.7 Assignment. Except for the registration provisions set
forth in Section 6.2, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties, except that Pohlad Companies and Metropolitan may assign their
interests under this agreement and any


                                      A-53
<PAGE>

related agreement to Dakota, LLC, a Delaware limited liability company ("Dakota,
LLC"), which Pohlad Companies will cause to be formed pursuant to the terms and
conditions of the Dakota Exchange Agreement. This Agreement shall inure to the
benefit of, and shall be binding upon, the successors and permitted assigns of
the parties hereto and Section 6.17 shall inure to the benefit of any transferee
of the Delta Preferred.

         Section 9.8 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated hereby are not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated by this Agreement may be consummated as
originally contemplated to the fullest extent possible.

         Section 9.9 Enforcement of this Agreement. The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, such remedy being in addition to
any other remedy to which any party is entitled under this Agreement at law or
in equity. Each party hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the United States District Court located
in the State of Delaware (unless such courts assert no jurisdiction, in which
case each party consents to the exclusive jurisdiction of the courts of the
State of Delaware) for any actions, suits or proceedings arising out of or
relating to this Agreement and the transactions contemplated hereby (and each
party hereto agrees not to commence any action, suit or proceeding relating
thereto except in such courts), and further agrees that service of any process,
summons, notice or document by U.S. registered mail to the addresses set forth
herein shall be effective service of process for any such action, suit or
proceeding brought against the each party in such court. Each party hereto
hereby irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby, in the United States District Courts located
in the State of Delaware (unless such courts assert no jurisdiction, in which
case each party consents to the exclusive jurisdiction of the courts of the
State of Delaware). Each party hereby further irrevocably and unconditionally
waives and agrees not to plead or to claim in any such court that any such
action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.

         Section 9.10 Rule of Construction. The parties acknowledge and agree
that each has negotiated and reviewed the terms of this Agreement, assisted by
such counsel as they desired, and has contributed to its revisions. The parties
further agree that the rule of construction that any ambiguities are resolved
against the drafting party will be subordinated to the principle that the terms
and provisions of this Agreement will be construed fairly as to all parties and
not in favor of or against any party.

         Section 9.11 Effect of Execution. The execution of this Agreement by
each of the Delta Stockholders shall be deemed to be: (a) a consent to the
transaction contemplated by this Agreement in their capacities as an owner of
Delta Stock and Delta Preferred and (b) a consent to the transaction
contemplated by this Agreement to the extent required under the Delta
Certificate of Incorporation, the Delta by-laws, any other governing or
organizational document, or any agreement between or among any Delta
Stockholders


                                      A-54
<PAGE>

and/or Delta (including, without limitation, the Amended and Restated
Shareholder's Agreement dated as of September 23, 1993). Additionally, if
requested by Delta or PPR, each of the Delta Stockholders agrees to execute and
deliver, without requirement of additional consideration, such other or
additional documents, instruments, agreements or consents necessary to
effectuate the foregoing transaction.

         Section 9.12 Rights Under Amended and Restated Shareholder's Agreement.
The Delta Stockholders agree that Pohlad Companies may, at Pohlad Companies'
sole discretion, assign its rights under the Amended and Restated Shareholder's
Agreement dated as of September 23, 1993 to PPR or Delta. The Delta Stockholders
further agree that Sections 2, 3, 7 and 9 of such agreement shall be of no
further force and effect as of the Closing.

         Section 9.13 Termination of Amended and Restated Co-Sale Agreement. The
Delta Stockholders hereby agree that the Amended and Restated Co-Sale Agreement
entered into by the stockholders of Delta as of September 23, 1993, is
terminated and of no further force and effect as of the Closing.

         Section 9.14 Amendment to Delta's Certificate of Incorporation. The
Delta Stockholders shall cause the amendment to the Delta's Certificate of
Incorporation referenced in Section 7.2(h) to become effective on or prior to
the Closing.


         IN WITNESS WHEREOF, the parties hereto have executed or have caused
this Agreement to be executed by their respective duly authorized officers all
as of the date first written above.


PEPSI-COLA PUERTO RICO BOTTLING COMPANY


By: /s/ John F. Bierbaum
   -----------------------------------------------
    Name:  John F. Bierbaum
    Title: Chief Financial Officer, Vice President

Only as to Articles 1, 3, 8 and 9 and Sections 5.2, 6.2(b), 6.3, 6.7, 6.8 -
6.16, 7.1(c), (d) and (e), 7.2(e), (f), (g) and (h) and 7.3(a), (b) and (c)

DELTA BEVERAGE GROUP, INC.


By: /s/ Robert C. Pohlad
   -----------------------------------------------
    Name:  Robert C. Pohlad
    Title: Chief Executive Officer



                                      A-55
<PAGE>

                               DELTA STOCKHOLDERS

                                                          No. of Shares
                                               ---------------------------------
                                                 Common    Non-Voting  Preferred
                                                 ------    ----------  ---------
              Name                               Stock       Common      Stock
              ----                               -----       ------      -----
                                                             Stock
                                                             -----
                                                                       Series AA
                                                                       ---------
Pohlad Companies                               12,037.87


By: /s/ Robert C. Pohlad
   ---------------------------------------
      Its: President
          --------------------------------



/s/ Robert C. Pohlad
- ------------------------------------------
Robert C. Pohlad                               100.00



/s/ William M. Pohlad
- ------------------------------------------
William M. Pohlad                              100.00



/s/ James O. Pohlad
- ------------------------------------------
James O. Pohlad                                100.00

Pepsi-Cola Metropolitan Bottling
 Company, Inc.                                 3,221.57


By: /s/ W. Timothy Heaviside
   ---------------------------------------
     Its: Vice President
         ---------------------------------

Arbeit Investment Limited Partnership          4,187.92

By:  Adler Management Corporation
        Its:      General Partner

        By: /s/ John H. Agee
           -------------------------------
              Its: President



                                      A-56
<PAGE>

                                                          No. of Shares
                                               ---------------------------------
                                                 Common    Non-Voting  Preferred
                                                 ------    ----------  ---------
              Name                               Stock       Common      Stock
              ----                               -----       ------      -----
                                                             Stock
                                                             -----
                                                                       Series AA
                                                                       ---------
/s/ Kenneth E. Keiser
- ------------------------------------------
Kenneth E. Keiser                              532.51



/s/ John F. Bierbaum
- ------------------------------------------
John F. Bierbaum                               22.00

U.S. Bancorp (f/k/a First Bank System, Inc.)               469.99


By: /s/ Susan E. Lester
   ---------------------------------------
     Its: Chief Financial Officer
         ---------------------------------

The Morgan Stanley Leveraged Mezzanine Fund, L.P.          4,236.17    2,102.835

By: /s/ Morgan Stanley Leveraged Capital
        Fund, Inc.
   ---------------------------------------
     Its General Partner
        ----------------------------------

       By: /s/ Kenneth F. Clifford
          --------------------------------
             Its: Vice President, CFO and
                   Treasurer
                 -------------------------

By: /s/ Cigna Leveraged Capital Fund, Inc.
   ---------------------------------------
     Its General Partner
        ----------------------------------

       By: /s/ Maurice A. Gordon
          --------------------------------
             Its: Vice President
                 -------------------------

Massachusetts Mutual Life Insurance Co.                    5,476.63


By: /s/ Robert Joyal
   ---------------------------------------
     Its: Executive Director
         ---------------------------------

Mass Mutual Corporate Investors                            966.43


By: /s/ Robert Joyal
   ---------------------------------------
     Its: Senior Vice President
         ---------------------------------



                                      A-57
<PAGE>

                                                          No. of Shares
                                               ---------------------------------
                                                 Common    Non-Voting  Preferred
                                                 ------    ----------  ---------
              Name                               Stock       Common      Stock
              ----                               -----       ------      -----
                                                             Stock
                                                             -----
                                                                       Series AA
                                                                       ---------
The Northwestern Mutual Life Insurance Co.                 9,357.30    1,874.147


By: /s/ John Schlifske
   ---------------------------------------
     Its: Senior Vice President
         ---------------------------------

CIGNA Property & Casualty Ins. Co.                                     306.20
(CIG & Co.)


By: /s/ James R. Kuzemchak
   ---------------------------------------
     Its: Investment Officer
         ---------------------------------

Connecticut General Life Insurance Co.                     3,283.26    1,420.81
(CIG & Co.)


By: /s/ James R. Kuzemchak
   ---------------------------------------
     Its: Assistant Vice President
         ---------------------------------

Insurance Company of North America                         3,904.00
(CIG & Co.)

By:  Cigna Investments, Inc.

By: /s/ Richard B. McGauley
   ---------------------------------------
     Its: Managing Director
         ---------------------------------

Norwest Venture Capital Management, Inc.                   3,865.95


By: /s/ John E. Lindahl
   ---------------------------------------
     Its: Vice President
         ---------------------------------

First Colony Life Insurance Co.                            100.20


By: /s/ Greg M. Card
   ---------------------------------------
     Its: Assistant Vice President &
          Investment Officer
         ---------------------------------



                                      A-58
<PAGE>

                                                          No. of Shares
                                               ---------------------------------
                                                 Common    Non-Voting  Preferred
                                                 ------    ----------  ---------
              Name                               Stock       Common      Stock
              ----                               -----       ------      -----
                                                             Stock
                                                             -----
                                                                       Series AA
                                                                       ---------

The Lincoln National Life Insurance Company                1,290.00    543.44
By: Lincoln Investment Management, Inc.
Its Attorney-in-Fact


By: /s/ Richard L. Cowen
   ---------------------------------------
     Its: Vice President
         ---------------------------------



                                      A-59

<PAGE>

                                                                       EXHIBIT B




                            DAKOTA EXCHANGE AGREEMENT

                                  June 28, 1999




                                       B-1
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I - PRE-CLOSING TRANSACTIONS.........................................-2-
  Section 1.1   Formation of DakBev and Subsidiaries of DakBev...............-2-
  Section 1.2   Merger of DakBev and Dakota..................................-2-
  Section 1.3   Merger of the Wholly Owned Corporations into the DakBev
                 LLCs........................................................-2-
  Section 1.4   Formation of Dakota, LLC.....................................-2-
  Section 1.5   Contributions to Dakota, LLC.................................-3-

ARTICLE II - THE EXCHANGE....................................................-3-
  Section 2.1   The Exchange.................................................-3-
  Section 2.2   Exchange Procedures..........................................-3-
  Section 2.3   Closing......................................................-3-

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PPR..........................-4-
  Section 3.1   Organization, Standing and Power.............................-4-
  Section 3.2   Capital Structure............................................-4-
  Section 3.3   Authority....................................................-5-
  Section 3.4   Consents and Approvals; No Violation.........................-6-
  Section 3.5   SEC Documents and Other Reports..............................-7-
  Section 3.6   Absence of Certain Changes...................................-7-
  Section 3.7   Permits; Compliance and Contracts............................-9-
  Section 3.8   Tax Matters.................................................-10-
  Section 3.9   Actions and Proceedings.....................................-11-
  Section 3.10  Certain Agreements..........................................-11-
  Section 3.11  Employee Benefit Matters....................................-11-
  Section 3.12  Compliance with Environmental Laws..........................-14-
  Section 3.13  Labor Matters...............................................-15-
  Section 3.14  Intellectual Property.......................................-15-
  Section 3.15  Title to Assets; Insurance..................................-16-
  Section 3.16  Real Property...............................................-16-
  Section 3.17  Title Insurance.............................................-18-
  Section 3.18  Zoning......................................................-18-
  Section 3.19  Brokers.....................................................-18-
  Section 3.20  Relationships...............................................-18-
  Section 3.21  Compliance with Quality Standards...........................-18-
  Section 3.22  Year 2000 Compliance........................................-18-
  Section 3.23  Delaware Business Combination Statute.......................-19-
  Section 3.24  Disclosure..................................................-19-

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF DAKOTA.......................-19-
  Section 4.1   Organization, Standing and Power............................-19-
  Section 4.2   Capital Structure...........................................-20-
  Section 4.3   Authority...................................................-21-
  Section 4.4   Consents and Approvals; No Violation........................-21-




                                       B-2
<PAGE>

  Section 4.5   Financial Statements........................................-22-
  Section 4.6   Absence of Certain Changes or Events........................-22-
  Section 4.7   Permits; Compliance and Contracts...........................-24-
  Section 4.8   Tax Matters.................................................-25-
  Section 4.9   Actions and Proceedings.....................................-26-
  Section 4.10  Certain Agreements..........................................-26-
  Section 4.11  Employee Benefit Matters....................................-26-
  Section 4.12  Compliance with Environmental Laws..........................-29-
  Section 4.13  Indebtedness................................................-29-
  Section 4.14  Labor Matters...............................................-29-
  Section 4.15  Intellectual Property.......................................-30-
  Section 4.16  Title to Assets; Insurance..................................-30-
  Section 4.17  Real Property...............................................-31-
  Section 4.18  Title Insurance.............................................-32-
  Section 4.19  Zoning......................................................-33-
  Section 4.20  Brokers.....................................................-33-
  Section 4.21  Relationships...............................................-33-
  Section 4.22  Compliance with Quality Standards...........................-33-
  Section 4.23  Year 2000 Compliance........................................-33-
  Section 4.24  Disclosure..................................................-33-

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF POHLAD........................-34-
  Section 5.1   Organization; Title; Authority..............................-34-
  Section 5.2   No Breach...................................................-34-
  Section 5.3   No Consents.................................................-34-
  Section 5.4   Entire Interest.............................................-35-
  Section 5.5   Accredited Investor Status; PPR Information.................-35-
  Section 5.6   Unregistered Securities; Investment Intent..................-35-
  Section 5.7   Restrictions on Transfer....................................-35-

ARTICLE VI - COVENANTS RELATING TO CONDUCT OF BUSINESS......................-35-
  Section 6.1   Actions by PPR..............................................-35-
  Section 6.2   Actions by Dakota...........................................-37-

ARTICLE VII - ADDITIONAL AGREEMENTS.........................................-39-
  Section 7.1   PPR Stockholder Meeting.....................................-39-
  Section 7.2   Preparation of the Proxy Statement..........................-40-
  Section 7.3   Access to Information and Properties........................-40-
  Section 7.4   New Credit Facility.........................................-40-
  Section 7.5   NYSE Listing................................................-41-
  Section 7.6   Fees and Expenses...........................................-41-
  Section 7.7   Reasonable Best Efforts to Consummate the Exchange..........-41-
  Section 7.8   Public Announcements........................................-41-
  Section 7.9   State Takeover Laws.........................................-41-
  Section 7.10  Indemnification.............................................-42-
  Section 7.11  Notification of Certain Matters.............................-42-
  Section 7.12  Tax Matters.................................................-42-
  Section 7.13  Treatment of Dakota Phantom Stock Plan Participants.........-44-




                                       B-3
<PAGE>

  Section 7.14  Title Commitments...........................................-44-

ARTICLE VIII - CONDITIONS PRECEDENT TO CLOSING..............................-44-
  Section 8.1   Conditions to Each Party's Obligation to Effect the
                 Exchange...................................................-44-
  Section 8.2   Conditions to Obligation of Dakota, LLC to Effect the
                 Exchange...................................................-45-
  Section 8.3   Conditions to Obligations of PPR to Effect the Exchange.....-47-

ARTICLE IX - TERMINATION, AMENDMENT AND WAIVER..............................-48-
  Section 9.1   Termination.................................................-48-
  Section 9.2   Effect of Termination.......................................-49-
  Section 9.3   Amendment...................................................-49-
  Section 9.4   Waiver......................................................-49-

ARTICLE X - GENERAL PROVISIONS..............................................-50-
  Section 10.1  Non-Survival of Representations, Warranties and
                 Agreements.................................................-50-
  Section 10.2  Notices.....................................................-50-
  Section 10.3  Interpretation..............................................-51-
  Section 10.4  Counterparts................................................-51-
  Section 10.5  Entire Agreement; No Third-Party Beneficiaries..............-51-
  Section 10.6  Governing Law...............................................-51-
  Section 10.7  Assignment..................................................-51-
  Section 10.8  Severability................................................-51-
  Section 10.9  Enforcement of this Agreement...............................-52-





                                       B-4
<PAGE>

                                     DAKOTA
                               EXCHANGE AGREEMENT


         EXCHANGE AGREEMENT, dated as of June 28, 1999 (this "Agreement"), among
PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a Delaware corporation ("PPR"), DAKOTA
BEVERAGE COMPANY, INC., a Minnesota corporation ("Dakota"), and POHLAD
COMPANIES, a Minnesota corporation and the sole shareholder of Dakota
("Pohlad").

                                   WITNESSETH:

         WHEREAS, the respective Boards of Directors of Dakota and Pohlad have
determined that the transactions described in this Agreement are in their
respective companies' best interests and the best interests of their
shareholders and, accordingly, have authorized their respective companies to
enter into this Agreement; and

         WHEREAS, a special committee of the Board of Directors of PPR (the "PPR
Special Committee") and the Board of Directors of PPR have determined that the
transactions described in this Agreement are in PPR's and its stockholders'
respective best interests and, accordingly, have authorized PPR to enter into
this Agreement and agreed to recommend to its stockholders that this Agreement
and the transactions contemplated hereby be approved by PPR's stockholders; and

         WHEREAS, this Agreement contemplates that Pohlad will form DakBev, LLC,
a Delaware limited liability company ("DakBev") which will be a wholly owned
subsidiary of Pohlad and that Dakota will merge with and into DakBev and,
furthermore, that each wholly owned corporation of Dakota will merge with and
into newly created wholly owned limited liability companies of DakBev
(collectively these transactions shall be referred to herein as the "DakBev
Merger"); and

         WHEREAS, this Agreement further contemplates the formation of Dakota,
LLC, a Delaware limited liability company whose members will be Pohlad and
Pepsi-Cola Metropolitan Bottling Company, Inc., a Delaware corporation
("Metropolitan"), and that Pohlad will contribute all its membership interests
in DakBev (the "DakBev Membership Units") to Dakota, LLC and that Metropolitan
will contribute shares of the common stock of PepsiCo, Inc., a Delaware
corporation ("PepsiCo") to Dakota, LLC in exchange for a membership interest
therein; and

         WHEREAS, this Agreement provides for the issuance by PPR of shares of
its Class B common stock, par value $.01 per share (the "PPR Class B Common
Stock"), and for Dakota, LLC to exchange all of the DakBev Membership Units for
PPR Class B Common Stock in the manner set forth herein (the "Exchange"), and
that, as a result, DakBev will become a wholly-owned subsidiary of PPR; and

         WHEREAS, the DakBev Merger will occur immediately prior to the
contribution by Pohlad of its DakBev Membership Units to Dakota, LLC, which, in
turn, will occur immediately prior to the Exchange; and


                                       B-5
<PAGE>

         WHEREAS, as an inducement to PPR entering into this Agreement and
incurring the obligations set forth herein, concurrently with the execution and
delivery of this Agreement, P-PR Transfer, LLP, a Delaware limited liability
partnership ("P-PRT") and PPR are entering into a Voting Agreement in the form
of Exhibit A hereto pursuant to which P-PRT has agreed to vote its shares of PPR
Class A common stock par value $.01 per share (the "PPR Class A Common Stock")
and PPR Class B Common Stock in favor of this Agreement and the transactions
contemplated hereby; and

         WHEREAS, simultaneously with, and as a condition to, the consummation
of the Exchange, PPR will acquire all of the issued and outstanding shares of
Delta Beverage Group, Inc., a Delaware corporation (the "Delta Acquisition");
and

         WHEREAS, for federal income tax purposes, it is intended that the
Exchange together with the Delta Acquisition shall qualify as a transfer to a
controlled corporation within the meaning of Section 351(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

         NOW, THEREFORE, in consideration of the premises, and in reliance on
the representations, warranties and covenants contained herein, the parties
agree as follows:

                                    ARTICLE I

                            PRE-CLOSING TRANSACTIONS

         Section 1.1 Formation of DakBev and Subsidiaries of DakBev. Prior to
the Closing, Pohlad hereby agrees to take all necessary actions to: (a) form
DakBev, including, but not limited to, filing the Certificate of Formation of
DakBev with the Secretary of State of Delaware and (b) form seven (7) wholly
owned limited liability companies of DakBev (the "DakBev LLCs") including, but
not limited to, filing the Certificates of Formation with the Secretary of State
of the State of Delaware for each of the DakBev LLCs.

         Section 1.2 Merger of DakBev and Dakota. Prior to the Closing, and
after the formation of DakBev, Pohlad hereby agrees to cause Dakota to merge
with and into DakBev pursuant to Section 18-209 of the Delaware Limited
Liability Company Act. DakBev shall be the surviving limited liability company
as a result of the DakBev Merger.

         Section 1.3 Merger of the Wholly Owned Corporations into the DakBev
LLCs. Prior to the Closing and after the formation of DakBev and the DakBev
LLCs, Pohlad hereby agrees to cause each of Dakota's seven (7) wholly owned
corporations to merge with and into the DakBev LLCs pursuant to Section 18-209
of the Delaware Limited Liability Company Act. The seven (7) DakBev LLCs, each a
wholly owned subsidiary of DakBev, will be the surviving limited liability
companies as a result of the DakBev Merger.

         Section 1.4 Formation of Dakota, LLC. Pohlad hereby agrees to take all
necessary actions prior to the Closing to form Dakota, LLC, including, but not
limited to, (a) filing the Certificate of Formation of Dakota, LLC with the
Secretary of State of the State of Delaware and (b) authorizing and signing a
limited liability company agreement of Dakota, LLC. At the Closing, Pohlad will
have all requisite power and authority, including voting control of Dakota, LLC,
necessary to cause Dakota, LLC to exchange the DakBev Membership Units for the
Exchange Consideration (as defined below) in accordance with Article II hereof.

         Section 1.5 Contributions to Dakota, LLC.


                                       B-6
<PAGE>

                  (a) Immediately prior to the Closing, and subsequent to the
         completion of the events set forth in Section 1.1, Section 1.2 and
         Section 1.3 above, and subject to the contribution by Metropolitan of
         certain of PepsiCo.'s shares of issued and outstanding common stock to
         Dakota, LLC, Pohlad will contribute all of the DakBev Membership Units
         to Dakota, LLC, in exchange for a membership interest in Dakota, LLC
         (the "Pohlad Contribution").

                  (b) At the same time, the partners of P-PRT will contribute
         all of their partnership interest in P-PRT to Dakota, LLC in exchange
         for membership interests in Dakota, LLC (the "P-PRT Contribution").
         Immediately after the P-PRT Contribution, P-PRT will be dissolved and
         its assets distributed to Dakota, LLC in complete liquidation.

                                   ARTICLE II

                                  THE EXCHANGE

         Section 2.1 The Exchange. At the Closing (as defined in Section 2.3)
all of the DakBev Membership Units issued and outstanding immediately prior to
the Closing shall be exchanged for 46,760,000 shares of validly issued, fully
paid and nonassessable shares of PPR Class B Common Stock (the "Exchange
Consideration").

         Section 2.2 Exchange Procedures.

         At the Closing (i) PPR shall deliver to Dakota, LLC certificates
representing the Exchange Consideration and (ii) Pohlad will cause Dakota, LLC
to deliver to PPR all of the issued and outstanding DakBev Membership Units free
and clear of all Encumbrances (as defined in Section 3.2) and a fully executed
Assignment of Membership Interests pursuant to which Dakota, LLC will assign all
of its right, title and interest in and to the DakBev Membership Units to PPR.

         Section 2.3 Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") and all actions specified in this Agreement to
occur at the Closing shall take place at the offices of Briggs and Morgan,
Professional Association, 2400 IDS Center, 80 South Eighth Street, Minneapolis,
Minnesota, at 10:00 a.m., local time, no later than the third business day
following the day on which the last of the conditions set forth in Article VIII
shall have been fulfilled or waived (if permissible) or at such later time and
place as PPR and Dakota shall agree in writing.

                                   ARTICLE III

                      REPRESENTATIONS AND WARRANTIES OF PPR

         PPR represents and warrants to Pohlad and Dakota as follows:

         Section 3.1 Organization, Standing and Power. PPR is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has the requisite corporate power and authority to own, lease or
operate its properties, and to carry on its business as now being conducted.
Each Subsidiary of PPR (the "PPR Subsidiaries") is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
organized and has the requisite corporate (in the case of a Subsidiary that is a
corporation) or other power and authority to own, lease or operate its
properties, and to carry on its business as now being conducted. PPR and each of
the PPR Subsidiaries are duly qualified to


                                       B-7
<PAGE>

do business, and are in good standing, in each jurisdiction where the character
of their properties owned or held under lease or the nature of their activities
makes such qualification necessary, except where the failure to be so qualified
would not, individually or in the aggregate, have a Material Adverse Effect on
PPR. For purposes of this Agreement (a) "Material Adverse Change" or "Material
Adverse Effect" means, when used with respect to PPR or Dakota, as the case may
be, any change or effect that is materially adverse to the business, assets,
liabilities, results of operation or condition (financial or otherwise) of PPR
and the PPR Subsidiaries, taken as a whole, or Dakota and the Dakota
Subsidiaries, taken as a whole, as the case may be, and (b) "Subsidiary" means
any corporation, partnership, limited liability company, joint venture or other
legal entity of which PPR or Dakota, as the case may be (either alone or through
or together with any other Subsidiary), owns, directly or indirectly, 50% or
more of the stock or other equity interests the holders of which are generally
entitled to vote for the election of the board of directors or other governing
body of such corporation, partnership, limited liability company, joint venture
or other legal entity. For the purposes of this Agreement, except where
specifically stated otherwise, "Dakota" and "Dakota Subsidiaries" shall mean (x)
Dakota and its subsidiaries, respectively, for the period prior to the DakBev
Merger and (y) DakBev and its subsidiaries, respectively, for the period after
the DakBev Merger.

         Section 3.2 Capital Structure.

                  (a) Capital Stock of PPR. The authorized capital stock of PPR
         consists of 40,000,000 shares, of which 5,000,000 shares are designated
         as PPR Class A Common Stock and 35,000,000 are designated as PPR Class
         B Common Stock. As of the date hereof, PPR has issued and outstanding
         5,000,000 shares of PPR Class A Common Stock and 16,690,000 shares of
         PPR Class B Common Stock. All outstanding shares of PPR Class A Common
         Stock and PPR Class B Common Stock have been duly authorized and
         validly issued and are fully paid and nonassessable. Except as set
         forth in PPR's Form 10-K for the period ended December 31, 1998, and
         except for option grants under the Pepsi-Cola Puerto Rico Bottling
         Company Qualified Plan dated December 30, 1996 and the Pepsi-Cola
         Puerto Rico Bottling Company Non-Qualified Plan dated December 30, 1996
         (collectively, the "PPR Option Plans") in the ordinary course of
         business since December 31, 1998, PPR has no outstanding securities
         convertible into or exchangeable for common stock, no contracts,
         rights, options, warrants or other agreements or commitments to
         purchase or otherwise issue any shares of its capital stock or
         securities convertible into or exchangeable therefor, or any shares
         reserved for issuance under any stock option, employee benefit or other
         plans or otherwise. No holder of any security of PPR is entitled to any
         preemptive or similar rights to purchase securities from PPR.

                  (b) Capital Stock of PPR After Exchange and Delta Acquisition.
         On the date of Closing, upon completion of the Exchange and the Delta
         Acquisition, (i) the authorized capital stock of PPR will consist of
         150,000,000 shares, of which 5,000,000 shares will be designated as PPR
         Class A Common Stock and 145,000,000 will be designated as PPR Class B
         Common Stock, and (ii) PPR will have issued and outstanding 5,000,000
         shares of PPR Class A Common Stock and 81,760,006 shares of PPR Class B
         Common Stock, not including any shares of PPR Class B Common Stock that
         PPR is permitted to issue by this Agreement (other than in connection
         with the Delta Acquisition) during the period from the date of this
         Agreement through the date of Closing. Assuming that the Closing were
         to occur on the date hereof, immediately after such Closing, the issued
         and outstanding PPR Class A Common Stock and Class B Common Stock would
         be owned as set forth on Schedule 3.2(b).


                                       B-8
<PAGE>

                  (c) Capital Stock of PPR Subsidiaries. A listing of each of
         the PPR Subsidiaries and the authorized, issued and outstanding capital
         stock or other equity interests of each of the PPR Subsidiaries,
         whether voting or nonvoting, and the rights and preferences associated
         with each class or series of capital stock or other equity interests,
         is as set forth on Schedule 3.2(c). Except as set forth on Schedule
         3.2(c), (i) PPR is the owner of all of the capital stock or other
         equity interests of the PPR Subsidiaries, free and clear of all
         security interests, liens, pledges, options, rights of first refusal,
         limitations on voting rights, charges or other encumbrances of any
         nature whatsoever (collectively, "Encumbrances") and (ii) except for
         the PPR Subsidiaries, PPR does not own, directly or indirectly, any
         equity or similar interest in, any corporation, partnership, limited
         liability company, joint venture or other legal entity. All outstanding
         shares of capital stock of the PPR Subsidiaries have been duly
         authorized and validly issued and are fully paid and nonassessable.
         Except as set forth on Schedule 3.2(c), none of the PPR Subsidiaries
         has any outstanding securities convertible into or exchangeable for
         common stock, no contracts, rights, options, warrants or other
         agreements or commitments to purchase or otherwise issue any shares of
         capital stock or other equity interests of any of the PPR Subsidiaries
         or securities convertible into or exchangeable therefor, or any shares
         reserved for issuance under stock option, employee benefit or other
         plans or otherwise. No holder of any security of any of the PPR
         Subsidiaries is entitled to any preemptive or similar rights to
         purchase securities \from any such Subsidiary.

         Section 3.3 Authority. The PPR Special Committee and PPR's Board of
Directors have, on or prior to the date of this Agreement (a) declared that as
of such date the Exchange was advisable and fair to and in the best interests of
PPR and its stockholders, (b) approved this Agreement and resolved to recommend
the approval of this Agreement and the transactions contemplated hereby by PPR's
stockholders, and (c) directed that this Agreement and the transactions
contemplated hereby be submitted to PPR's stockholders for approval. Subject to
the approval by PPR's stockholders of the PPR Charter Amendment (as defined in
Section 7.1), PPR has all requisite corporate power and authority to enter into
this Agreement and, subject to approval by PPR's stockholders of this Agreement
and the transactions contemplated hereby, including the Exchange, to issue the
PPR Class B Common Stock in connection with the Exchange (the "Share Issuance")
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by PPR and the consummation by PPR of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of PPR, subject to the approval of this Agreement
and the transactions contemplated hereby, including the Exchange, by the
stockholders of PPR. This Agreement has been duly executed and delivered by PPR
and (assuming the valid authorization, execution and delivery of this Agreement
by Dakota and Pohlad) this Agreement constitutes the valid and binding
obligation of PPR enforceable against it in accordance with its terms except to
the extent that (i) enforcement may be limited by or subject to any bankruptcy,
insolvency, reorganization, moratorium or similar laws now or hereafter in
effect relating to or limiting creditors' remedies, and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief are
subject to certain equitable defenses and to the discretion of the court or
other tribunal before which any proceeding therefor may be brought. Subject to
approval by the stockholders of PPR, the Share Issuance has been duly authorized
by all necessary corporate action on the part of PPR. When issued in accordance
with the terms of this Agreement, the shares of PPR Class B Common Stock to be
issued under this Agreement will be duly authorized, validly issued, fully paid
and nonassessable.

         Section 3.4 Consents and Approvals; No Violation. Except as disclosed
on Schedule 3.4 hereto, and assuming that all consents, approvals,
authorizations and other actions described in the second sentence of this
Section 3.4 have been obtained, the execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not,


                                       B-9
<PAGE>

result in any violation of, or default (with or without notice or lapse of time,
or both) under, or give to others a right of termination, cancellation or
acceleration of any obligation or the loss of any present or future benefit
under, or result in the creation of any Encumbrance upon any of the properties
or assets of PPR or any of the PPR Subsidiaries under, any provision of (i) the
Certificate of Incorporation or Bylaws of PPR, (ii) the comparable charter or
organizational documents of any of the PPR Subsidiaries, (iii) any loan or
credit agreement, note, bond, mortgage, indenture, lease, ground lease or other
agreement, instrument, permit, concession, franchise or license applicable to
PPR or any of the PPR Subsidiaries or (iv) any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to PPR or any of the PPR
Subsidiaries or any of their respective real or personal properties or assets,
other than, in the case of clauses (ii), (iii) or (iv), any such violations,
defaults, rights, or Encumbrances that, individually or in the aggregate, would
not have a Material Adverse Effect on PPR, or prevent or materially delay the
consummation of any of the transactions contemplated hereby. No filing or
registration with, or authorization, consent or approval of, any domestic
(federal and state), foreign or supranational court, commission, governmental
body, regulatory agency, authority or tribunal (a "Governmental Entity") is
required by or with respect to PPR or any of the PPR Subsidiaries in connection
with the execution and delivery of this Agreement by PPR or is necessary for the
consummation of the transactions contemplated by this Agreement, except for (i)
the filing with the SEC of (A) the proxy statement for the special meeting of
PPR's stockholders to be held for the purpose of obtaining the approvals
required for the transactions contemplated hereby (the "Proxy Statement"); and
(B) such reports and information under the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby, (ii)
such as may be required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), (iii) applicable requirements, if any, of
Blue Sky Laws and the New York Stock Exchange, Inc. (the "NYSE"), and (iv) such
other consents, orders, authorizations, registrations, declarations and filings
the failure of which to be obtained or made would not, individually or in the
aggregate, have a Material Adverse Effect on PPR, or prevent or materially delay
the consummation of any of the transactions contemplated hereby.

         Section 3.5 SEC Documents and Other Reports. PPR has filed all required
forms, reports, documents, statements (including proxy statements) and exhibits
with the SEC that were required to be filed pursuant to the Exchange Act or
other federal securities laws since July 1, 1996 (the "PPR SEC Documents"). As
of their respective dates, the PPR SEC Documents complied in all material
respects with the then applicable requirements of the Securities Act or the
Exchange Act, as the case may be, and, at the respective times they were filed,
none of the PPR SEC Documents contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. The consolidated financial statements (including, in
each case, any notes thereto) of PPR included in the PPR SEC Documents complied
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto as of their
respective dates of filing, were prepared in accordance with generally accepted
accounting principles ("GAAP") (except, in the case of the unaudited statements,
as permitted by Regulation S-X of the SEC) applied on a consistent basis during
the periods involved (except as may be indicated therein or in the notes
thereto) and fairly presented in all material respects the consolidated
financial position of PPR and its consolidated Subsidiaries as at the respective
dates thereof and the consolidated results of their operations and their
consolidated cash flows for the periods then ended (subject, in the case of
unaudited statements, to the absence of footnote disclosure and any other
adjustments described therein and normal year-end audit adjustments). Except as
disclosed in the PPR SEC Documents or as required by GAAP, PPR has not, since
December 31, 1998, made any change in the accounting practices or policies
applied in the preparation of its financial statements.


                                      B-10
<PAGE>

         Section 3.6 Absence of Certain Changes. Except as set forth on Schedule
3.6 hereof, since December 31, 1998, PPR and the PPR Subsidiaries have operated
their businesses only in the ordinary course and consistent with past practices
and there has not been:

                  (a) any Material Adverse Change in PPR;

                  (b) any dividend or other distribution on, or any
         recapitalization, combination or subdivision with respect to, or any
         purchase or redemption by PPR or the PPR Subsidiaries of, any shares of
         the capital stock of PPR or any of the PPR Subsidiaries except for
         distributions in the ordinary course of business and consistent with
         past practice on outstanding shares of non-voting management stock of
         Beverage Plastics Company, a Delaware corporation, of which all of its
         outstanding voting common stock is owned by PPR;

                  (c) except for the sale of substantially all of the assets of
         PPR's Cristalia Premium Water division, any sale, transfer, lease, or
         Encumbrance of any of PPR's or any of the PPR Subsidiaries' assets or
         cancellation of any claims of, or indebtedness or obligations owing to,
         PPR or any of the PPR Subsidiaries, except in the ordinary course of
         business;

                  (d) any material increase in the salaries or other
         compensation or employee benefits with respect to any employees of PPR
         or the PPR Subsidiaries except regularly scheduled increases in
         accordance with prior practices or existing agreements;

                  (e) any purchase of or agreement to purchase any additional
         assets by PPR or any of the PPR Subsidiaries, except in the ordinary
         course of business or for a purchase price of less than $500,000;

                  (f) any loss, damage, destruction or other casualty to any of
         the properties of PPR or the PPR Subsidiaries (whether or not covered
         by insurance) (i) in excess of $100,000 per occurrence or $500,000 in
         the aggregate or (ii) which has resulted in a Material Adverse Effect
         on PPR or the PPR Subsidiaries;

                  (g) any entry into any additional, or modification of any
         existing, agreements to borrow money (whether secured or unsecured), or
         any refinancing of such agreements, except in the ordinary course of
         business;

                  (h) any entry into any guarantee by PPR or the PPR
         Subsidiaries on behalf of any third party;

                  (i) any capital expenditures by PPR or the PPR Subsidiaries in
         excess of the amount set forth in PPR's 1999 Capital Expenditure
         Budget, a true and correct copy of which is appended to Schedule 3.6
         hereto, except for expenditures related to repairs or replacements for
         which adequate insurance was or is available;

                  (j) changes in accounting principles, elections, or
         procedures, other than as required by changes in GAAP;


                                      B-11
<PAGE>

                  (k) any entry into any employment, consulting, management or
         severance agreement by PPR or any of the PPR Subsidiaries other than
         severance payments required to be made under Puerto Rican Law 80,
         except in the ordinary course of business;

                  (l) any amendment of the Certificate of Incorporation or
         Bylaws of PPR or any comparable charter or organizational documents of
         the PPR Subsidiaries;

                  (m) authorization for issuance, sale, delivery or agreement or
         commitment to issue, sell or deliver (whether through the issuance or
         granting of options, warrants, commitments, subscriptions, rights to
         purchase or otherwise) any shares of any class of PPR's or any of the
         PPR Subsidiaries' capital stock or any securities convertible into or
         exchangeable for shares of any class of such capital stock, other than
         the grant of options to employees under the PPR Option Plans in the
         ordinary course of business;

                  (n) any amendment or termination of any material agreement to
         which PPR or any of the PPR Subsidiaries is a party; or

                  (o) any action taken by PPR or the PPR Subsidiaries, or their
         directors, officers or stockholders to authorize any of the actions
         contemplated above.

         Section 3.7 Permits; Compliance and Contracts.

                  (a) Except as disclosed in Schedule 3.7, each of PPR and the
         PPR Subsidiaries is in possession of all franchises, grants,
         authorizations, licenses, permits, easements, variances, exceptions,
         consents, certificates (including, without limitation, certificates of
         occupancy), approvals, orders of any Governmental Entity and other
         permits, including, without limitation, building, environmental,
         land-use, health, safety, fire, utility or other rights or permits
         necessary for PPR or any of the PPR Subsidiaries to own, lease and
         operate all of the PPR Real Property (as defined in Section 3.16) or to
         carry on its business as it is now being conducted (collectively, the
         "PPR Permits"), except where the failure to have any of the PPR Permits
         would not, individually or in the aggregate, have a Material Adverse
         Effect on PPR, and, as of the date of this Agreement, (i) all of the
         PPR Permits are valid and in full force and effect, (ii) each of PPR
         and the PPR Subsidiaries is in compliance with its respective PPR
         Permits, and (iii) no revocations, suspensions or cancellations of any
         of the PPR Permits are pending or threatened.

                  (b) Except as disclosed in Schedule 3.7, neither PPR nor any
         of the PPR Subsidiaries is in violation of , or has been charged with,
         is in receipt of any notice or warning of, or to the Knowledge of PPR
         (as hereinafter defined), under investigation with respect to, any
         failure or alleged failure to comply with (A) its charter, bylaws or
         other organizational documents, (B) to the Knowledge of PPR any
         applicable law, ordinance, administrative or governmental rule or
         regulation (except for Environmental Laws, which are addressed in
         Section 3.12 hereto) or (C) any order, decree or judgment of any
         Governmental Entity having jurisdiction over PPR or any of the PPR
         Subsidiaries, except, in the case of clauses (A), (B) and (C), for any
         violations that, individually or in the aggregate, would not have a
         Material Adverse Effect on PPR.

                  (c) Except as disclosed in Schedule 3.7, all of the material
         contracts of PPR and the PPR Subsidiaries that are required to be
         described in the PPR SEC Documents or to be filed as exhibits thereto
         are described in the PPR SEC Reports or filed as exhibits thereto.
         Except as set forth in the


                                      B-12
<PAGE>

         PPR SEC Documents filed prior to the date of this Agreement or as set
         forth on Schedule 3.7, each material contract is in full force and
         effect and no event of default or event that, but for the giving of
         notice or the lapse of time or both, would constitute an event of
         default exists or, upon the consummation by PPR of the transactions
         contemplated by this Agreement, will exist under any indenture,
         mortgage, loan agreement, note or other agreement or instrument for
         borrowed money, any guarantee of any agreement or instrument for
         borrowed money or any lease, contractual license or other agreement or
         instrument to which PPR or any of the PPR Subsidiaries is a party or by
         which PPR or any PPR Subsidiary is bound or to which any of the
         properties, assets or operations of PPR or any such Subsidiary is
         subject, other than any defaults that, individually or in the
         aggregate, would not have a Material Adverse Effect on PPR. "Knowledge
         of PPR" means the actual knowledge of A. David Velez and Joe Gonzalez.

         Section 3.8 Tax Matters.

                  (a) Except as disclosed on Schedule 3.8, PPR and the PPR
         Subsidiaries have (i) duly and timely filed (or there has been duly
         filed on their behalf) all Tax Returns required to be filed by or with
         respect to PPR and/or the PPR Subsidiaries, including all foreign,
         federal, Puerto Rican and local Tax Returns, and all such Tax Returns
         were true, accurate and complete in all material respects, (ii)
         withheld and collected all Taxes that are required by applicable laws,
         rules or regulations to be withheld and collected and (iii) paid in
         full on a timely basis (or there have been paid on their behalf) all
         Taxes shown to be due on such Tax Returns. The reserve for Taxes on the
         December 31, 1998 consolidated balance sheet contained in PPR's Form
         10-K for the period ending December 31, 1998 for the payment of all
         accrued but unpaid Taxes through the date thereof has been determined
         in accordance with GAAP and is adequate in amount for the payment of
         all liabilities for Taxes for which PPR and the PPR Subsidiaries are
         liable for the periods up to and including December 31, 1998. Neither
         PPR nor the PPR Subsidiaries have incurred any Tax liabilities since
         December 31, 1998, other than those Tax liabilities arising in the
         ordinary course of business and consistent with prior periods.

                  (b) Except as described on Schedule 3.8, neither PPR nor the
         PPR Subsidiaries has received any notice of a deficiency or assessment
         (and none has been threatened) with respect to Taxes of PPR or the PPR
         Subsidiaries from any foreign, federal, Puerto Rico or local taxing
         authority which has not been fully paid or finally settled; there are
         no ongoing audits or examination of any Tax Return which includes PPR
         or the PPR Subsidiaries and no notice of audit or examination of any
         such Tax Return has been received by PPR or any of the PPR Subsidiaries
         (and none has been threatened); PPR or the PPR Subsidiaries have not
         given and there has not been given on its or their behalf a waiver or
         extension of any statute of limitations relating to the payment of
         Taxes of PPR or the PPR Subsidiaries; and no issue has been raised in
         writing on audit or in any other proceeding with respect to Taxes of
         PPR or the PPR Subsidiaries by any foreign, federal, Puerto Rico, or
         local taxing authority.

                  (c) For purposes of this Agreement, (i) the terms "Tax" and
         "Taxes" shall mean all taxes, charges, fees, levies, penalties or other
         assessments imposed by any United States or Puerto Rican, federal,
         state, local or foreign taxing authority, including, but not limited
         to, income, excise, property, sales, transfer, franchise, payroll,
         employment, unemployment, back-up withholding, gains, withholding, ad
         valorem, social security or other taxes, including any interest,
         penalties or additions attributable to taxes, and (ii) the term "Tax
         Return" shall mean any return, declaration,


                                      B-13
<PAGE>

         report, claim for refund, or information return or statement relating
         to Taxes, including any schedule or attachment thereto and any
         amendments thereof.

         Section 3.9 Actions and Proceedings. Except as set forth in the PPR SEC
Documents or on Schedule 3.9:

                  (a) There are no outstanding orders, judgments, injunctions,
         awards or decrees of any Governmental Entity against or involving (i)
         PPR or any of the PPR Subsidiaries, (ii) any of the present or former
         directors, officers, employees, consultants, agents or stockholders of
         PPR or any of the PPR Subsidiaries, as such, (iii) any of PPR's or any
         PPR Subsidiaries' properties, assets or business or (iv) any PPR Plan
         (as hereinafter defined) that, in the case of clauses (i), (ii), (iii)
         or (iv), individually or in the aggregate, would have a Material
         Adverse Effect on PPR.

                  (b) As of the date of this Agreement, there are no actions,
         suits or claims or legal, administrative or arbitrative proceedings or
         investigations pending or, to the Knowledge of PPR, threatened against
         or involving (i) PPR or any of the PPR Subsidiaries, (ii) any of PPR's
         or any PPR Subsidiaries' present or former directors, officers,
         employees, consultants, agents or stockholders, as such, (iii) any of
         PPR's or any PPR Subsidiaries' properties, assets or business or (iv)
         any PPR Plan that, in the case of clauses (i), (ii), (iii) or (iv),
         individually or in the aggregate, are reasonably likely to have a
         Material Adverse Effect on PPR or relate to the transactions
         contemplated by this Agreement.

         Section 3.10 Certain Agreements. As of the date of this Agreement,
neither PPR nor any of the PPR Subsidiaries is a party to any oral or written
agreement or plan, including any stock option plan, stock appreciation rights
plan, restricted stock plan, stock purchase plan, PPR Other Benefit Obligation
or PPR Plan (as both are defined in Section 3.11), any of the benefits of which
will be increased, or the vesting of the benefits of which will be accelerated,
by the occurrence of any of the transactions contemplated by this Agreement or
the value of any of the benefits of which will be calculated on the basis of any
of the transactions contemplated by this Agreement.

         Section 3.11 Employee Benefit Matters.

                  (a) As used in this Section 3.11, the following terms have the
         meanings set forth below:
                           "PPR Other Benefit Obligation" means all material
                  obligations, arrangements, or customary practices, whether or
                  not legally enforceable, to provide benefits, other than
                  salary, as compensation for services rendered, to present or
                  former directors, employees, or agents, other than with
                  respect to any PPR Plan. This includes sabbatical policies,
                  severance payment policies, and material fringe benefits
                  within the meaning of Code ss. 132.

                           "PPR Plan" means (i) all employee benefit plans (as
                  defined in ERISA ss. 3(3)) of which PPR or the PPR
                  Subsidiaries is a Plan Sponsor (as defined in ERISA ss.
                  3(16)(B)), or to which PPR or the PPR Subsidiaries otherwise
                  contributes or in which PPR or the PPR Subsidiaries otherwise
                  participates, or (ii) all Title IV Plans and Multi-Employer
                  Plans (as defined in ERISA ss. 3(37)(A)) of which an ERISA
                  Affiliate is a Plan Sponsor or otherwise contributes or
                  currently participates.

                           "PPR VEBA" means a voluntary employees' beneficiary
                  association under Code ss. 501(c)(9) whose members include
                  employees of PPR or the PPR Subsidiaries.


                                      B-14
<PAGE>

                           "ERISA Affiliate" means any other person that,
                  together with PPR or any of the PPR Subsidiaries, would be
                  treated as a single employer under Code ss. 414(b), (c) or,
                  solely with respect to matters relating to Code ss. 412 or
                  ERISA ss.ss. 302 or 4007, (m).

                           "PBGC" means the Pension Benefit Guaranty
                  Corporation, or any successor thereto.

                           "Title IV Plans" means all PPR Plans that are subject
                  to Title IV of ERISA, 29 U.S.C. ss. 1301 et seq., other than
                  Multi-Employer Plans.

                  (b) (i) Schedule 3.11(b)(i) attached hereto sets forth a
                  complete and accurate list of all PPR Plans, PPR Other Benefit
                  Obligations, and PPR VEBAs, and identifies as such all PPR
                  Plans that: (A) are defined benefit plans (as defined in ERISA
                  ss. 3(35)); (B) meet or purport to meet the requirements of
                  Code ss. 401(a); or (C) are Title IV Plans.

                           (ii) None of the PPR Plans set forth on Schedule
                  3.11(b)(i) is a Multi-Employer Plan and none of PPR, any of
                  the PPR Subsidiaries or any ERISA Affiliate has any assessed
                  or potential liability due to a complete or partial withdrawal
                  from or a termination or reorganization of a Multi-Employer
                  Plan. No circumstances exist that could reasonably be expected
                  to result in any such liability to PPR, any PPR Subsidiary or
                  any ERISA Affiliate.


                           (iii) Except as set forth in Schedule 3.11(b)(iii) or
                  as required by applicable law, no PPR Plans provide retiree
                  health or life insurance benefits.

                  (c) PPR has delivered or made available to Dakota all
         documents, insurance policies and contracts comprising, describing or
         relating to each PPR Plan, PPR Other Benefit Obligation, or PPR VEBA
         and of any related trust; as well as all required filings for each of
         the above filed with government authorities for each of the three most
         recent plan years.

                  (d) Except as set forth in Schedule 3.11(d) attached hereto:

                           (i) PPR or the PPR Subsidiaries have performed in all
                  material respects all of their respective obligations whether
                  as plan administrator, fiduciary, plan sponsor or contributing
                  employer under all PPR Plans, PPR Other Benefit Obligations,
                  and PPR VEBAs in a timely manner and have made all required
                  entries in their financial records and statements for all
                  obligations and liabilities that have accrued but are not due.
                  No written or oral statement has been made by PPR or the PPR
                  Subsidiaries to any Person with regard to any PPR Plan or PPR
                  Other Benefit Obligation not in accordance with such plan or
                  other benefit obligation which could reasonably be expected to
                  have a Material Adverse Effect on PPR or the PPR Subsidiaries.

                           (ii) PPR, the PPR Subsidiaries and each PPR Plan, PPR
                  Other Benefit Obligation, and PPR VEBA is, to the extent
                  applicable, in material compliance with applicable law, except
                  for any such failure to comply which would not result in any
                  material liability to PPR or any of the PPR Subsidiaries. PPR
                  and all PPR Subsidiaries have met any applicable minimum
                  funding standard, and have made all contributions required,
                  under ERISA ss. 302. The most recent actuarial report for each
                  defined benefit plan of PPR, each PPR Subsidiary and each
                  ERISA Affiliate thereof fairly presents the financial
                  condition of


                                      B-15
<PAGE>

                  each such plan, and since the date of such report there has
                  been no material adverse change in the funded status of any
                  such plan.

                           (iii) Since December 31, 1998, there has been no
                  establishment, termination or amendment of any PPR Plan, PPR
                  VEBA, or PPR Other Benefit Obligation, except to effect the
                  Board's option of an amendment to PPR's Salaried Employee
                  Retirement Plan to use the GATT interest rate standard.

                           (iv) Other than routine claims for benefits submitted
                  by participants or beneficiaries, no claim against, or legal
                  proceeding involving or relating to, any PPR Plan, PPR Other
                  Benefit Obligation, or PPR VEBA is pending or, to PPR's
                  Knowledge, is threatened.

                           (v) None of PPR, the PPR Subsidiaries or any ERISA
                  Affiliate has terminated any Title IV Plan or any other
                  defined benefit plan (as defined in ERISA Section 3(35)), or
                  incurred any outstanding liability under Section 4062 of ERISA
                  to the PBGC or to a trustee appointed under Section 4042 of
                  ERISA, and no events have occurred and no circumstances exist
                  that could reasonably be expected to result in any such
                  liability to PPR, the PPR Subsidiaries or any ERISA Affiliate.
                  All premiums due the PBGC with respect to the Title IV Plans
                  have been paid.

                           (vi) There has been no "reportable event" within the
                  meaning of Section 4043 of ERISA with respect to any Title IV
                  Plan which would require the giving of notice to the PBGC or
                  any other event requiring disclosure under Section
                  4041(c)(3)(C) or 4063 of ERISA.

                           (vii) Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby will, either alone or upon the occurrence
                  of subsequent events, (i) result in any payment becoming due
                  to any current or former employee, officer or director of PPR
                  or the PPR Subsidiaries, (ii) increase any benefits otherwise
                  payable under any PPR Plan or PPR Other Benefit Obligation,
                  (iii) result in the acceleration of the time of payment or
                  vesting of any benefits under any PPR Plan or PPR Other
                  Benefit Obligation, (iv) constitute a "change in control" or
                  similar event under any PPR Plan or PPR Other Benefit
                  Obligation or (v) fail to be deductible by reason of Section
                  280G of the Code.

         Section 3.12 Compliance with Environmental Laws.

                  (a) Except as set forth on Schedule 3.12, each of PPR and the
         PPR Subsidiaries, and, to the Knowledge of PPR, any prior owner or
         lessee, have generated, handled, manufactured, treated, stored, used,
         released, transported and disposed of all Environmentally Regulated
         Materials (as defined below) on, beneath, to or from any of the
         properties owned or operated by PPR and the PPR Subsidiaries in the
         conduct of their businesses or any other properties formerly owned,
         leased or operated by PPR or the PPR Subsidiaries, in compliance with
         all Environmental Laws (as defined below).


                                      B-16
<PAGE>

                  (b) Except as set forth on Schedule 3.12, PPR and the PPR
         Subsidiaries have operated all plants, facilities and business
         operations in compliance with all Environmental Laws, and all plants,
         facilities and business operations are currently in compliance with all
         Environmental Laws.

                  (c) Except as set forth on Schedule 3.12, neither PPR nor the
         PPR Subsidiaries have disposed of or released any Environmentally
         Regulated Material in any location which would reasonably be expected
         to give rise to a claim of responsibility for investigation or clean-up
         costs, personal injury or property damage liability against PPR or any
         PPR Subsidiary by any third party.

                  (d) Except as set forth on Schedule 3.12, neither PPR nor the
         PPR Subsidiaries have received any notices or claims of violations or
         liabilities relating to an Environmentally Regulated Material or an
         Environmental Law, which notices or claims of violations or liabilities
         have not been resolved.

         The term "Environmentally Regulated Materials" means any of the
following: (i) any petroleum or petroleum products, friable asbestos, urea
formaldehyde, and polychlorinated biphenyls; (ii) any radioactive substance;
(iii) any toxic, infectious, reactive, corrosive, ignitible or flammable
chemical or chemical compound; and (iv) any chemicals, materials or substances,
whether solid, liquid or gas defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," "extremely
hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," "solid waste," or words of similar import, under any Environmental
Law.

         "Environmental Law" means any applicable federal, state or local
statute, law, rule, regulation, permit, ordinance, code, policy, rule of common
law or other requirement in effect and in each case as amended from time-to-time
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, that (i) regulates
or relates to the protection or clean-up of the environment; the use, treatment,
storage, transportation, handling, disposal or release of Environmentally
Regulated Materials, the preservation or protection of waterways, groundwater,
drinking water, air, wildlife, plants or other natural resources; or the health
and safety of persons or property, including protection of the health and safety
of employees insofar as such health and safety laws may relate to
Environmentally Regulated Materials, or (ii) imposes liability with respect to
any of the foregoing, including the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 USC 9601 et seq., the Resource Conservation
and Recovery Act, 42 USC 6901, et seq., the Clean Water Act, 33 U.S.C. ss. 1251
et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq.; the Clean
Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. ss.
300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. ss. 2701 et seq.; and the
Occupational Safety and Health Act of 1970, as amended, as it applies to
Environmentally Regulated Materials, 29 U.S.C. ss. 651 et seq.; or any other
federal, state or local law of similar effect, each as amended from time to
time.

         Section 3.13 Labor Matters. Except as set forth on Schedule 3.13
hereto, neither PPR nor any of the PPR Subsidiaries is a party to any collective
bargaining agreement or labor contract. To the Knowledge of PPR, as of the date
of this Agreement, there are no present or pending applications for
certification of any union as the exclusive bargaining agent for any employees
of PPR or any PPR Subsidiaries. To the Knowledge of PPR, neither PPR nor any of
the PPR Subsidiaries has engaged in any unfair labor practice with respect to
any persons employed by or otherwise performing services for PPR or any of the
PPR Subsidiaries (the "PPR Business Personnel"), and there is no unfair labor
practice complaint or grievance against PPR or any of the PPR Subsidiaries by
the National Labor Relations Board or any comparable state or Puerto Rican
agency pending or, to the Knowledge of PPR, threatened with respect to


                                      B-17
<PAGE>

the PPR Business Personnel, except where such unfair labor practice, complaint
or grievance would not have a Material Adverse Effect on PPR. There is no labor
strike, dispute, slowdown or stoppage pending or, to the Knowledge of PPR,
threatened against PPR or any of the PPR Subsidiaries, except where such
dispute, strike or work stoppage would not have a Material Adverse Effect on
PPR.

         Section 3.14 Intellectual Property. Schedule 3.14 sets forth a complete
list of all patents and applications therefor, trademark registrations and
applications therefor, service mark registrations and applications therefor,
copyright registrations and applications therefor, trade names, computer
programs or software which are material to the operation of PPR's business and
interests in license agreements and all other proprietary rights that are owned,
licensed, sublicensed or used by agreement or permission by PPR or any PPR
Subsidiary and used in the continued operation of PPR's business (collectively,
"PPR Intellectual Property"). Except as otherwise set forth on Schedule 3.14 and
except for the security interest held by Banco Popular, PPR's interest in the
PPR Intellectual Property is free and clear of any Encumbrance, and constitutes
all such property or rights used by or necessary to the operation of PPR's
business. To PPR's Knowledge and except as set forth on Schedule 3.14, the use
of the PPR Intellectual Property does not conflict with, infringe upon, or
misappropriate any rights held or asserted by any person, or require the consent
of any person. Except as set forth on Schedule 3.14, neither PPR nor any PPR
Subsidiary has, in the past two years, received any notice or claim that any
such PPR Intellectual Property is not valid or enforceable, or of any
infringement upon or conflict with any patent, trademark, service mark,
copyright, trade name or trade secret of any third party by PPR or any PPR
Subsidiary or of any claim by any third party alleging any such infringement or
conflict, and, in the past two years, neither PPR nor any PPR Subsidiary has
given any notice of infringement to any third party with respect to any of the
PPR Intellectual Property. PPR has paid all required license fees related to all
software used in the operation of its business.

         Section 3.15 Title to Assets; Insurance. Except as described on
Schedule 3.15, PPR and the PPR Subsidiaries have good and marketable title to
all real property and good title to all of the personal property and assets
which they purport to own and which are necessary to carry on its business, in
each case free and clear of all Encumbrances except for Permitted Exceptions (as
defined in Section 3.16). PPR and the PPR Subsidiaries have in full force and
effect policies of insurance that are customary for businesses of similar size
in similar industries and consistent with sound business practice.

         Section 3.16 Real Property.

                  (a) Schedule 3.16(a) describes all real properties owned or
         leased by PPR and the PPR Subsidiaries (the "PPR Real Property"), the
         nature of the interest of PPR or the PPR Subsidiaries and the entity
         which holds the interest in those properties and the approximate
         acreage of each of those properties. There is no real property (other
         than the PPR Real Property) the use or possession of which by PPR and
         the PPR Subsidiaries is necessary to carry on its business. Except as
         described on Schedule 3.16(b), PPR and each of the PPR Subsidiaries has
         (i) such title to the PPR Real Property as is legally sufficient for
         the current use thereof in its business as presently conducted, (ii)
         good and marketable indefeasible title in fee simple (except for
         Permitted Exceptions, as hereinafter defined) to all PPR Real Property
         shown in Schedule 3.16(a) as owned by it (the "PPR Owned Real
         Property") and (iii) valid leaseholds under valid and enforceable
         leases in all PPR Real Property shown on Schedule 3.16(a) as leased by
         it. The PPR Real Property is owned or leased by PPR and the PPR
         Subsidiaries free and clear of all matters except for Permitted
         Exceptions. Except as set forth in Schedule 3.16(b), none of the PPR
         Real Property is subject to any lease (other than the PPR Leases (as
         hereinafter defined)), sublease, license or other agreement granting to
         any person any right to the use, occupancy or enjoyment thereof (or any
         portion thereof). None of the Permitted


                                      B-18
<PAGE>

         Exceptions materially interferes with or has interfered with the
         maintenance, use or operation of the PPR Real Property. "Permitted
         Exceptions" means (i) matters listed or described on Schedule 3.16(b),
         (ii) easements, covenants, rights-of-way and other Encumbrances or
         restrictions which do not, individually or in the aggregate, materially
         detract from the value or impair the present and continued use,
         operation and maintenance of the property subject thereto, or impair
         the operation of PPR or any of the PPR Subsidiaries, and (iii) real
         estate taxes not yet due or payable, and (iv) encumbrances existing at
         the date of this Agreement set forth on Schedule 3.16(a).

                  (b) None of the leases identified in Schedule 3.16(a)
         (collectively, the "PPR Leases") has been modified or amended, and no
         notice of termination has been delivered with respect thereto, except
         as set forth in Schedule 3.16(b). Except as set forth on Schedule
         3.16(b), neither PPR nor any of the PPR Subsidiaries, nor any other
         person, is in breach of or default under any PPR Lease (and no event
         has occurred which, with due notice or lapse of time or both, may
         constitute such a breach or default).

                  (c) To the Knowledge of PPR, the buildings, driveways and all
         other structures and improvements upon the PPR Real Property are all
         within the boundary lines of the applicable property or have the
         benefit of valid easements or other legal rights and there are no
         encroachments thereon that would affect the use thereof.

                  (d) To the Knowledge of PPR, all buildings, structures,
         improvements, equipment, facilities, plants and fixtures owned or
         leased by PPR and the PPR Subsidiaries conform in all material respects
         to all applicable codes and rules adopted by national and local
         associations and boards and insurance underwriters, and all such
         buildings, structures, improvements and fixtures are in good operating
         condition and repair. There are no outstanding requirements or
         recommendations by any insurance company which has issued a policy
         covering any such property, or by any board of fire underwriters or
         other body exercising similar functions, requirement or recommending
         any repairs or work to be done on any such property.

                  (e) To the Knowledge of PPR, all public utilities required for
         the operation of such properties either enter such properties through
         adjoining public streets or, if they pass through adjoining private
         land, do so in accordance with valid public or private easements which
         will inure to the benefit of PPR and the PPR Subsidiaries and their
         respective successors and assigns. All of the public utilities
         mentioned above are installed and operating, and all installation and
         connection charges are paid in full.

                  (f) To the Knowledge of PPR, the plumbing, electrical,
         heating, air conditioning, elevator, ventilating and all other
         mechanical or structural systems and equipment in the buildings or
         improvements located on the PPR Real Property and any manufacturing
         systems and components located thereof are in good working order and
         condition, and the roof, basement and foundation walls of such
         buildings and improvements for which PPR or the PPR Subsidiaries is
         responsible (as owner or as lessee under any PPR Lease) are in good
         condition and free of leaks and other defects. All such mechanical and
         structural systems and equipment and such manufacturing systems and
         components and such roofs, basements and foundation walls for which a
         person other than PPR or the PPR Subsidiaries is responsible are in
         good working order and condition and free of leaks and other defects.


                                      B-19
<PAGE>

                  (g) To the Knowledge of PPR, PPR or the PPR Subsidiaries has
         the uninterrupted use of any easements for ingress and egress for all
         of the PPR Real Property owned or leased by PPR or the PPR
         Subsidiaries, as the case may be. The PPR Real Property has full and
         uninterrupted access to and from public roads and PPR has no Knowledge
         of any fact or condition which would result in the termination of such
         access.

                  (h) Neither PPR nor the PPR Subsidiaries is the landlord or
         lessor under any lease, sublease or other occupancy agreement affecting
         any of the PPR Real Property.

         Section 3.17 Title Insurance. Schedule 3.17 sets forth a true, correct
and complete list and summary description of all of the policies of title
insurance insuring PPR's and the PPR Subsidiaries' interest in the PPR Owned
Real Property (collectively, the "PPR Title Policies"). PPR has furnished a
true, correct and complete copy of all such PPR Title Policies to Dakota. All of
the PPR Title Policies are in full force and effect. PPR shall maintain, and
shall use its best efforts to cause the PPR Subsidiaries to maintain, the
coverage under the PPR Title Policies in full force and effect through the date
of the Closing. Neither PPR nor the PPR Subsidiaries is in material default
under any provisions of the PPR Title Policies. There is no claim by PPR, the
PPR Subsidiaries or any other person pending under any of the PPR Title Policies
as to which coverage has been questioned, denied or disputed by the underwriters
or issuers of such PPR Title Policies.

         Section 3.18 Zoning. To the Knowledge of PPR, all of the PPR Real
Property and the buildings, structures, improvements and fixtures located
thereon, and the respective businesses conducted thereat and the manner of such
conduct, conform in all respects to all existing zoning, building and other
applicable laws, rules and regulations and the operation of the PPR Real
Property and the improvements located thereon is not in violation of any such
laws, rules or regulations. To the Knowledge of PPR, all uses of the PPR Real
Property and the improvements, to the Knowledge of PPR, located thereon are
"as-of-right" and do not require any non-conforming use rights, nor have they
been "grandfathered" under any pre-existing laws, rules or regulations.

         Section 3.19 Brokers. No broker, investment banker or other person,
other than Bear, Stearns & Co., Inc., the fees and expenses of which will be
paid by PPR, is entitled to any broker's, finder's or other similar fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of PPR.

         Section 3.20 Relationships. Except as otherwise disclosed in PPR's Form
10-K for the period ended December 31, 1998, PPR's relationships with its
franchisors, agents, brokers, dealers, distributors, representatives, licensees,
customers and suppliers are continuing, and there has been no material change in
the scope of such relationships during the last year with any of such parties or
similar parties with which PPR has done business during the last year. All sales
and performances of services by PPR in connection with its business are in
material compliance with all of PPR's representations, warranties and
agreements, express or implied, with respect to such sales and performances,
except for customary returns and allowances.

         Section 3.21 Compliance with Quality Standards. All water used in the
production process of PPR's business conforms, in all material respects, to (i)
the quality standards required by PPR's or the PPR Subsidiaries' franchisors,
including PepsiCo, (ii) internal quality standards required by PPR, and (iii)
any Puerto Rican or local quality standards.


                                      B-20
<PAGE>

         Section 3.22 Year 2000 Compliance. To the extent that any functionality
of any computer system used by PPR is dependent upon or interdependent with the
use or specification of any calendar date, PPR has used commercially reasonable
efforts in implementing a plan pursuant to which any such computer system shall
be "Year 2000 Compliant," except where failure to do so will not result in a
Material Adverse Effect on PPR. For purposes of this Agreement, the term Year
2000 Compliant means that neither the performance nor the functionality of such
computer systems shall be materially affected by dates in, into and between the
20th and 21st centuries. To be deemed Year 2000 Compliant, such computer systems
shall conform in all material respects to the following basic requirements: (i)
no value for a current date shall cause any interruption in PPR's operations in
which the computer system is used; and (ii) any date-based functions shall
operate and perform in a consistent manner for dates in, into and between the
20th and 21st centuries and such computer systems shall calculate, manipulate
and represent properly inputted dates correctly.

         Section 3.23 Delaware Business Combination Statute. PPR has obtained or
shall obtain prior to the Closing, all approvals necessary from its Board of
Directors related to the transactions contemplated by this Agreement so as to
constitute prior approval by the Board of Directors of such transactions within
the meaning of section 203(a)(1) of the Delaware General Corporation Law.

         Section 3.24 Disclosure. No representation or warranty of PPR in this
Agreement or in any certificate, schedule, statement or other document furnished
or to be furnished by PPR to Dakota, Pohlad or Dakota, LLC pursuant hereto or in
connection with the transactions contemplated hereby, contains or will contain
any untrue statement of a material fact or omits or will omit to state any
material fact required to be stated herein or therein or necessary to make the
statements herein or therein not misleading.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF DAKOTA

         Dakota represents and warrants (each such representation and warranty
being made (i) as to Dakota and the Dakota Subsidiaries prior to the DakBev
Merger and (ii) as to DakBev and each Subsidiary of DakBev after the DakBev
Merger) to PPR as follows:

         Section 4.1 Organization, Standing and Power. As of the date of this
Agreement, Dakota is a corporation duly organized, validly existing and in good
standing under the laws of the State of Minnesota and has the requisite
corporate power and authority to own, lease or operate its properties and to
carry on its business as now being conducted. At the Closing, DakBev will be a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and will have the requisite power and
authority to own, lease or operate its properties and to carry on the business
of Dakota as now being conducted. Each Subsidiary of Dakota (the "Dakota
Subsidiaries") is duly organized, validly existing and in good standing under
the laws of the jurisdiction in which it is organized and has the requisite
corporate (in the case of a Subsidiary that is a corporation) or other power and
authority to own, lease or operate its properties, and to carry on its business
as now being conducted. Dakota and each of the Dakota Subsidiaries are duly
qualified to do business, and are in good standing, in each jurisdiction where
the character of their properties owned or held under lease or the nature of
their activities makes such qualification necessary, except where the failure to
be so qualified would not, individually or in the aggregate, have a Material
Adverse Effect on Dakota.


                                      B-21
<PAGE>

         Section 4.2 Capital Structure.

                  (a) Capital Stock of Dakota.

                           (i) The authorized capital stock of Dakota prior to
                  the DakBev Merger consists of 1,000 shares of Common Stock,
                  par value $1.00 per share (the "Dakota Stock"). Dakota has
                  issued and outstanding 1,000 shares of Dakota Stock, all of
                  which are owned by Pohlad (the "Dakota Stock"). All
                  outstanding shares of Dakota Stock have been duly authorized
                  and validly issued and are fully paid and nonassessable.
                  Except as set forth on Schedule 4.2(a), Dakota has no
                  outstanding securities convertible into or exchangeable for
                  common stock, no contracts, rights, options, warrants or other
                  agreements or commitments to purchase or otherwise issue any
                  shares of its capital stock or securities convertible into or
                  exchangeable therefor, or any shares reserved for issuance
                  under any stock option, employee benefit or other plans or
                  otherwise. Except as set forth in Dakota's Articles of
                  Incorporation, no holder of any security of Dakota is entitled
                  to any preemptive or similar rights to purchase securities
                  from Dakota.

                           (ii) At the Closing, all of the authorized, issued
                  and outstanding DakBev Membership Units will be owned by
                  Dakota, LLC. All of the DakBev Membership Units at the Closing
                  will have been duly authorized and validly issued and will be
                  fully paid and nonassessable. DakBev will have no outstanding
                  interests or securities convertible into or exchangeable for
                  membership interests, no contracts, rights, options, warrants
                  or other agreements or commitments to purchase or otherwise
                  issue any shares of its membership interests or securities
                  convertible into or exchangeable therefor, or any membership
                  units reserved for issuance under any employee benefit or
                  other plans or otherwise. No holder of any security of DakBev
                  will be entitled to any preemptive or similar rights to
                  purchase securities from DakBev.

                  (b) Capital Stock of Dakota Subsidiaries.

                           (i) A listing of each of the Dakota Subsidiaries and
                  the authorized, issued and outstanding capital stock or other
                  equity interests of each of the Dakota Subsidiaries, whether
                  voting or nonvoting, and the rights and preferences associated
                  with each class or series of capital stock or other equity
                  interests, is as set forth on Schedule 4.2(b). Except as set
                  forth on Schedule 4.2(b), (i) Dakota is the owner of all of
                  the capital stock or other equity interests of the Dakota
                  Subsidiaries, free and clear of all Encumbrances and (ii)
                  except for the Dakota Subsidiaries Dakota does not own,
                  directly or indirectly, any equity or similar interest in, any
                  corporation, partnership, limited liability company, joint
                  venture or other legal entity. All outstanding shares of
                  capital stock of the Dakota Subsidiaries have been duly
                  authorized and validly issued and are fully paid and
                  nonassessable. Except as set forth on Schedule 4.2(b), none of
                  the Dakota Subsidiaries has any outstanding securities
                  convertible into or exchangeable for common stock, no
                  contracts, rights, options, warrants or other agreements or
                  commitments to purchase or otherwise issue any shares of
                  capital stock or other equity interests of any of the Dakota
                  Subsidiaries or securities convertible into or exchangeable
                  therefor, or any shares reserved for issuance under stock
                  option, employee benefit or other plans or otherwise. No
                  holder of any security of any of the Dakota Subsidiaries is
                  entitled to any preemptive or similar rights to purchase
                  securities from any such Subsidiary.


                                      B-22
<PAGE>

                           (ii) At the Closing, all of the authorized, issued
                  and outstanding membership units of each of the DakBev LLCs
                  will be owned by DakBev. All such membership units at the
                  Closing will have been duly authorized and validly issued and
                  will be fully paid and nonassessable. The DakBev LLCs will
                  have no outstanding interests or securities convertible into
                  or exchangeable for membership interests, no contracts,
                  rights, options, warrants or other agreements or commitments
                  to purchase or otherwise issue any shares of its membership
                  interests or securities convertible into or exchangeable
                  therefor, or any membership interests reserved for issuance
                  under any employee benefit or other plans or otherwise. No
                  holder of any security of the DakBev LLCs will be entitled to
                  any preemptive or similar rights to purchase securities of
                  DakBev or the DakBev LLCs.

         Section 4.3 Authority. Dakota's Board of Directors has on or prior to
the date of this Agreement: (a) declared that as of such date the Exchange was
advisable and fair to and in the best interest of Dakota and its sole
stockholder Pohlad and (b) approved this Agreement and the transactions
contemplated hereby, including, but not limited to, the DakBev Merger and the
Exchange, and resolved to recommend to Pohlad that it enter into this Agreement.
Dakota has all requisite corporate power and authority to enter into this
Agreement and to perform its obligations hereunder. The execution and delivery
of this Agreement by Dakota and the performance of its obligations hereunder
have been duly authorized by all necessary corporate action on the part of
Dakota. This Agreement has been duly executed and delivered by Dakota and
(assuming the valid authorization, execution and delivery of this Agreement by
PPR and Pohlad) this Agreement constitutes the valid and binding obligation of
Dakota enforceable against Dakota in accordance with its terms except to the
extent that (i) enforcement may be limited by or subject to any bankruptcy,
insolvency, reorganization, moratorium or similar laws now or hereafter in
effect relating to or limiting creditors' remedies and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief are
subject to certain equitable defenses and to the discretion of the court or
other tribunal before which any proceeding therefor may be brought.

         Section 4.4 Consents and Approvals; No Violation. Except as disclosed
on Schedule 4.4 hereto, and assuming that all consents, approvals,
authorizations and other actions described in this Section 4.4 have been
obtained, the execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give to others a right of
termination, cancellation or acceleration of any obligation or the loss of any
present or future benefit under, or result in the creation of any Encumbrance
upon any of the properties or assets of Dakota or any of the Dakota Subsidiaries
under, any provision of (i) the Articles of Incorporation or Bylaws of Dakota,
(ii) the comparable charter or organizational documents of any of the Dakota
Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage,
indenture, lease, ground lease or other agreement, instrument, permit,
concession, franchise or license applicable to Dakota or any of the Dakota
Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule
or regulation applicable to Dakota or any of the Dakota Subsidiaries or any of
their respective real or personal properties or assets, other than in the case
of clauses (ii), (iii) or (iv), any such defaults, rights, violations, or
Encumbrances that, individually or in the aggregate, would not have a Material
Adverse Effect on Dakota, or prevent or materially delay the consummation of any
of the transactions contemplated hereby. No filing or registration with, or
authorization, consent or approval of, any Governmental Entity is required by or
with respect to Dakota or any of the Dakota Subsidiaries in connection with the
execution and delivery of this Agreement by Dakota or is necessary for the
consummation of the transactions contemplated by this Agreement, except for (i)
the filing of Certificates of Formation with the Secretary of State of the State
of Delaware to form DakBev, LLC and Dakota, LLC, (ii) the filing of appropriate
merger documents with the Secretaries of State of Minnesota and Delaware


                                      B-23
<PAGE>

relating to the DakBev Merger, (iii) the filing with the SEC of (A) the Proxy
Statement and (B) such reports and information under the Exchange Act as may be
required in connection with this Agreement and the transactions contemplated
hereby, (iv) such as may be required under the HSR Act, (v) applicable
requirements, if any, of Blue Sky Laws and the NYSE, and (vi) such other
consents, orders, authorizations, registrations, declarations and filings the
failure of which to be obtained or made would not, individually or in the
aggregate, have a Material Adverse Effect on Dakota, or prevent or materially
delay the consummation of any of the transactions contemplated hereby.

         Section 4.5 Financial Statements. Schedule 4.5 hereto consists of (a) a
copy of the consolidated balance sheets of Dakota as of December 31, 1998,
December 31, 1997 and December 31, 1996 and the related statements of
operations, stockholders equity and cash flows for the calendar years then ended
(the "Annual Financial Statements") and (b) the unaudited balance sheets of
Dakota as of March 31, 1999 and March 31, 1998 and the related statements of
operations, stockholders equity and cash flows for the periods then ended (the
"Unaudited Financial Statements"). The Annual Financial Statements have been
audited by Arthur Andersen, LLP certified public accountants. The Annual
Financial Statements and the Unaudited Financial Statements have been prepared
in accordance with GAAP except, with respect to the Unaudited Financial
Statements, for the absence of footnote disclosures and normal year-end audit
adjustments, and in each case such principles have been applied in a consistent
manner in each of the periods indicated. The Annual Financial Statement and the
Unaudited Financial Statements are complete, correct and in accordance with the
books of accounts and records of Dakota and present fairly the consolidated
financial position of Dakota and the Dakota Subsidiaries as of December 31,
1998, December 31, 1997 and December 31, 1996, and March 31, 1999 and March 31,
1998, as the case may be, and the results of operations of Dakota and the Dakota
Subsidiaries for the periods then ended.

         Section 4.6 Absence of Certain Changes or Events. Except as set forth
on Schedule 4.6 hereof, since December 31, 1998, Dakota and the Dakota
Subsidiaries have operated their businesses only in the ordinary course and
consistent with past practices and there has not been:

                  (a) any Material Adverse Change in Dakota;

                  (b) any dividend or other distribution on, or any
         recapitalization, combination or subdivision with respect to, or any
         purchase or redemption by Dakota or the Dakota Subsidiaries of, any
         shares of the capital stock of Dakota or any of the Dakota Subsidiaries
         other than in the ordinary course of business consistent with past
         practices;

                  (c) any sale, transfer, lease, or Encumbrance of any of
         Dakota's or any of the Dakota Subsidiaries' assets or cancellation of
         any claims of, or indebtedness or obligations owing to, Dakota or any
         of the Dakota Subsidiaries, except in the ordinary course of business;

                  (d) any material increase in the salaries or other
         compensation or employee benefits with respect to any employees of
         Dakota or the Dakota Subsidiaries except regularly scheduled increases
         in accordance with prior practices or existing agreements.

                  (e) any purchase of or agreement to purchase any additional
         assets by Dakota or any of the Dakota Subsidiaries, except in the
         ordinary course of business or for a purchase price of less than
         $500,000;


                                      B-24
<PAGE>

                  (f) any loss, damage, destruction or other casualty to any of
         the properties of Dakota or the Dakota Subsidiaries (whether or not
         covered by insurance) (i) in excess of $100,000 per occurrence or
         $500,000 in the aggregate or (ii) which has resulted in a Material
         Adverse Effect on Dakota or the Dakota Subsidiaries;

                  (g) any entry into any additional, or modification of any
         existing, agreements to borrow money (whether secured or unsecured), or
         any refinancing of such agreements, except in the ordinary course of
         business;

                  (h) any entry into any guarantee by Dakota or the Dakota
         Subsidiaries on behalf of any third party;

                  (i) any capital expenditures by Dakota or the Dakota
         Subsidiaries in excess of the amount set forth in Dakota's 1999 Capital
         Expenditure Budget, a true and correct copy of which is appended to
         Schedule 4.6 hereto;

                  (j) changes in accounting principles, elections, or procedures
         other than as required by changes in GAAP;

                  (k) any entry into any employment, consulting, management or
         severance agreement by Dakota or any of the Dakota Subsidiaries except
         in the ordinary course of business;

                  (l) amendment of the Articles of Incorporation or Bylaws of
         Dakota or comparable charter or organizational document of the Dakota
         Subsidiaries;

                  (m) except for the merger of Dakota into DakBev contemplated
         in this Agreement, authorization for issuance, sale, delivery or
         agreement or commitment to issue, sell or deliver (whether through the
         issuance or granting of options, warrants, commitments, subscriptions,
         rights to purchase or otherwise) any shares of any class of Dakota's or
         any of the Dakota Subsidiaries' capital stock or any securities
         convertible into or exchangeable for shares of any class of such
         capital stock;

                  (n) any amendment or termination of any material agreement to
         which Dakota or any of the Dakota Subsidiaries is a party; or

                  (o) any action taken by Dakota or the Dakota Subsidiaries, or
         their directors, officers or stockholders to authorize any of the
         actions contemplated above.

         Section 4.7 Permits; Compliance and Contracts.

                  (a) Except as disclosed in Schedule 4.7(a), each of Dakota and
         the Dakota Subsidiaries is in possession of all franchises, grants,
         authorizations, licenses, permits, easements, variances, exceptions,
         consents, certificates, (including, without limitation, certificates of
         occupancy), approvals, orders of any Governmental Entity and other
         permits, including, without limitation, building, environmental,
         land-use, health, safety, fire, utility or other rights or permits
         necessary for Dakota or any of the Dakota Subsidiaries to own, lease
         and operate all of the Dakota Real Property (as defined in Section
         4.17) or to carry on its business as it is now being conducted
         (collectively, the "Dakota Permits"), except where the failure to have
         any of Dakota Permits would not, individually


                                      B-25
<PAGE>

         or in the aggregate, have a Material Adverse Effect on Dakota, and, as
         of the date of this Agreement, (i) all of the Dakota Permits are valid
         and in full force and effect, (ii) each of Dakota and the Dakota
         Subsidiaries is in compliance with its respective Dakota Permits, and
         (iii) no revocations, suspensions or cancellations of any of the Dakota
         Permits are pending or threatened.

                  (b) Neither Dakota nor any of the Dakota Subsidiaries is in
         violation of, or has been charged with, is in receipt of any notice or
         warning of, or to the Knowledge of Dakota (as hereinafter defined),
         under investigation with respect to, any failure or alleged failure to
         comply with (A) its articles, bylaws or other organizational documents,
         (B) to the Knowledge of Dakota any applicable law, ordinance,
         administrative or government rule or regulation (except for
         Environmental Laws, which are addressed in Section 4.12 hereto) or (C)
         any order, decree or judgment of any Governmental Entity having
         jurisdiction over Dakota or any of the Dakota Subsidiaries, except, in
         the case of clauses (A), (B) and (C), for any violations that,
         individually or in the aggregate, would not have a Material Adverse
         Effect on Dakota.

                  (c) Except as set forth on Schedule 4.7(c), each material
         contract is in full force and effect and no event of default or event
         that, but for the giving of notice or the lapse of time or both, would
         constitute an event of default exists or, upon the consummation by
         Dakota of the transactions contemplated by this Agreement, will exist
         under any indenture, mortgage, loan agreement, note or other agreement
         or instrument for borrowed money, any guarantee of any agreement or
         instrument for borrowed money or any lease, contractual license or
         other agreement or instrument to which Dakota or any of the Dakota
         Subsidiaries is a party or by which Dakota or any Dakota Subsidiary is
         bound or to which any of the properties, assets or operations of Dakota
         or any Dakota Subsidiary is subject, other than any defaults that,
         individually or in the aggregate, would not have a Material Adverse
         Effect on Dakota. "Knowledge of Dakota" means the actual knowledge of
         Robert C. Pohlad, John F. Bierbaum and Brad Williams.

         Section 4.8 Tax Matters.

                  (a) Subchapter S Election. Dakota and each Dakota Subsidiary
         is a "small business corporation" for which a valid qualified
         subchapter S subsidiary election under Section 1361(b)(3) of the
         Internal Revenue Code 1986, as amended (the "Code") and the equivalent
         provisions of all applicable state income tax statutes has been in
         effect since January 1, 1997. As of the date of this Agreement, Dakota
         has not taken any action which might have caused the revocation of such
         Subchapter S status.

                  (b) All Returns Filed. Pohlad, Dakota and each Dakota
         Subsidiary has filed all Tax Returns that it was required to file. All
         such Tax Returns were correct and complete in all material respects.
         All Taxes owed by Pohlad, Dakota and each Dakota Subsidiary (whether or
         not shown on any Tax Return) have been paid. Except as disclosed on
         Schedule 4.8(b), neither Pohlad, Dakota nor any of the Dakota
         Subsidiaries is currently the beneficiary of any extension of time
         within which to file any Tax Return.

                  (c) Taxes Paid. Dakota and each Dakota Subsidiary has withheld
         and paid all Taxes required under Federal or any state law (or the laws
         of any other jurisdiction) to have been withheld and paid in connection
         with amounts paid or owing to any employee, independent contractor,
         creditor, shareholder or other third party.


                                      B-26
<PAGE>

                  (d) Tax Disputes. Except as disclosed on Schedule 4.8(d),
         there is no dispute or claim concerning any Tax liability of Dakota or
         any Dakota Subsidiary and no deficiencies for any Taxes have been
         asserted or, to Dakota's Knowledge, threatened, and no audit of any
         such Tax Returns is currently underway or, to Dakota's Knowledge,
         threatened. There are no outstanding agreements by Dakota or any Dakota
         Subsidiary for the extension of time for the assessment of any Tax with
         respect to Dakota or any Dakota Subsidiary and neither Dakota nor any
         Dakota Subsidiary has waived any statute of limitations with respect to
         any Tax.

                  (e) Elections and Agreements. Neither Dakota nor any Dakota
         Subsidiary has filed a consent pursuant to Section 341(f) of the Code.
         Except as disclosed on Schedule 4.8(e), neither Dakota nor the Dakota
         Subsidiaries are a party to any tax sharing or allocation agreement.

         Section 4.9 Actions and Proceedings.

                  (a) Except as set forth on Schedule 4.9, there are no
         outstanding orders, judgments, injunctions, awards or decrees of any
         Governmental Entity against or involving (i) Dakota or any of the
         Dakota Subsidiaries, (ii) any of the present or former directors,
         officers, employees, consultants, agents or stockholders of Dakota or
         any of the Dakota Subsidiaries, as such, (iii) any of Dakota or Dakota
         Subsidiaries' properties, assets or business or (iv) any Dakota Plan
         (as hereinafter defined) that, in the case of clauses (i), (ii), (iii)
         or (iv) individually or in the aggregate, would have a Material Adverse
         Effect on Dakota.

                  (b) As of the date of this Agreement, there are no actions,
         suits or claims or legal, administrative or arbitrative proceedings or
         investigations pending or, to the Knowledge of Dakota, threatened
         against or involving (i) Dakota or any of the Dakota Subsidiaries, (ii)
         any of Dakota or Dakota Subsidiaries' present or former directors,
         officers, employees, consultants, agents or stockholders, as such,
         (iii) any of Dakota or Dakota Subsidiaries' properties, assets or
         business or (iv) any Dakota Plan that, in the case of clauses (i),
         (ii), (iii) or (iv) individually or in the aggregate, would have a
         Material Adverse Effect on Dakota or relate to the transactions
         contemplated by this Agreement.

         Section 4.10 Certain Agreements. As of the date of this Agreement,
neither Dakota nor any of the Dakota Subsidiaries is a party to any oral or
written agreement or plan, including any stock option plan, stock appreciation
rights plan, restricted stock plan, stock purchase plan, Dakota Other Benefit
Obligation or Dakota Plan (as both are defined in Section 4.11), any of the
benefits of which will be increased (except as provided in Section 7.13 hereof),
or the vesting of the benefits of which will be accelerated, by the occurrence
of any of the transactions contemplated by this Agreement or the value of any of
the benefits of which will be calculated on the basis of any of the transactions
contemplated by this Agreement. Neither Dakota nor any Dakota Subsidiary is a
party to any termination benefits agreement or severance agreement or employment
agreement, one trigger of which would be the consummation of the transactions
contemplated by this Agreement.

         Section 4.11 Employee Benefit Matters.

                  (a) As used in this Section 4.11, the following terms have the
         meanings set forth below:
                           "Dakota Other Benefit Obligation" means all material
                  obligations, arrangements, or customary practices, whether or
                  not legally enforceable, to provide benefits, other than
                  salary, as compensation for services rendered, to present or
                  former directors, employees, or


                                      B-27
<PAGE>

                  agents, other than with respect to any Dakota Plan. This
                  includes sabbatical policies, severance payment policies, and
                  material fringe benefits within the meaning of Code ss. 132.

                           "Dakota Plan" means (i) all employee benefit plans
                  (as defined in ERISA ss. 3(3)) of which Dakota or the Dakota
                  Subsidiaries is a Plan Sponsor (as defined in ERISA ss.
                  3(16)(B)), or to which Dakota or the Dakota Subsidiaries
                  otherwise contributes or in which Dakota or the Dakota
                  Subsidiaries otherwise participates, or (ii) all Title IV
                  Plans and Multi-Employer Plans (as defined in ERISA ss.
                  3(37)(A)) of which an ERISA Affiliate is a Plan Sponsor or
                  otherwise contributes or currently participates.

                           "Dakota VEBA" means a voluntary employees'
                  beneficiary association under Code ss. 501(c)(9) whose members
                  include employees of Dakota or the Dakota Subsidiaries.

                           "ERISA Affiliate" means any other person that,
                  together with Dakota or any of the Dakota Subsidiaries, would
                  be treated as a single employer under Code ss. 414(b), (c) or,
                  solely with respect to matters relating to Code ss. 412 or
                  ERISA ss.ss. 302 or 4007, (m).

                           "PBGC" means the Pension Benefit Guaranty
                  Corporation, or any successor thereto.

                           "Title IV Plans" means all Dakota Plans that are
                  subject to Title IV of ERISA, 29 U.S.C. ss. 1301 et seq.,
                  other than Multi-Employer Plans.

                  (b) (i) Schedule 4.11(b)(i) attached hereto sets forth a
                  complete and accurate list of all Dakota Plans, Dakota Other
                  Benefit Obligations, and Dakota VEBAs, and identifies as such
                  all Dakota Plans that: (A) are defined benefit plans (as
                  defined in ERISA ss. 3(35)); (B) meet or purport to meet the
                  requirements of Code ss. 401(a); or (C) are Title IV Plans.


                           (ii) None of the Dakota Plans set forth on Schedule
                  4.11(b)(i) is a Multi-Employer Plan and none of Dakota, any of
                  the Dakota Subsidiaries or any ERISA Affiliate has any
                  assessed or potential liability due to a complete or partial
                  withdrawal from or a termination or reorganization of a
                  Multi-Employer Plan. No circumstances exist that could
                  reasonably be expected to result in any such liability to
                  Dakota, any Dakota Subsidiary or any ERISA Affiliate.

                           (iii) Except as set forth in Schedule 4.11(b)(iii) or
                  as required by applicable law, no Dakota Plans provide retiree
                  health or life insurance benefits.

                  (c) Dakota has delivered or made available to PPR all
         documents, insurance policies and contracts comprising, describing or
         relating to each Dakota Plan, Dakota Other Benefit Obligation, or
         Dakota VEBA and of any related trust; as well as all required filings
         for each of the above filed with government authorities for each of the
         three most recent plan years.

                  (d) Except as set forth in Schedule 4.11(d) attached hereto:

                           (i) Dakota or the Dakota Subsidiaries have performed
                  in all material respects all of their respective obligations
                  whether as plan administrator, fiduciary, plan sponsor or
                  contributing employer under all Dakota Plans, Dakota Other
                  Benefit Obligations, and


                                      B-28
<PAGE>

                  Dakota VEBAs in a timely manner and have made all required
                  entries in their financial records and statements for all
                  obligations and liabilities that have accrued but are not due.
                  No written or oral statement has been made by Dakota or the
                  Dakota Subsidiaries to any Person with regard to any Dakota
                  Plan or Dakota Other Benefit Obligation not in accordance with
                  such plan or other benefit obligation which could reasonably
                  be expected to have a Material Adverse Effect on Dakota or the
                  Dakota Subsidiaries.

                           (ii) Dakota, the Dakota Subsidiaries and each Dakota
                  Plan, Dakota Other Benefit Obligation, and Dakota VEBA is, to
                  the extent applicable, in material compliance with applicable
                  law, except for any such failure to comply which would not
                  result in any material liability to Dakota or any of the
                  Dakota Subsidiaries. Dakota and all Dakota Subsidiaries have
                  met any applicable minimum funding standard, and have made all
                  contributions required, under ERISA ss. 302. The most recent
                  actuarial report for each Title IV Plan fairly presents the
                  financial condition of each such plan, and since the date of
                  such report there has been no material adverse change in the
                  funded status of any such plan.

                           (iii) Since December 31, 1998, there has been no
                  establishment, termination or amendment of any Dakota Plan,
                  Dakota VEBA, or Dakota Other Benefit Obligation.

                           (iv) Other than routine claims for benefits submitted
                  by participants or beneficiaries, no claim against, or legal
                  proceeding involving or relating to, any Dakota Plan, Dakota
                  Other Benefit Obligation, or Dakota VEBA is pending or, to
                  Dakota's Knowledge, is threatened.

                           (v) None of Dakota, the Dakota Subsidiaries or any
                  ERISA Affiliate has terminated any Title IV Plan or incurred
                  any outstanding liability under Section 4062 of ERISA to the
                  PBGC or to a trustee appointed under Section 4042 of ERISA,
                  and no events have occurred and no circumstances exist that
                  could reasonably be expected to result in any such liability
                  to Dakota, the Dakota Subsidiaries or any ERISA Affiliate. All
                  premiums due the PBGC with respect to the Title IV Plans have
                  been paid.

                           (vi) There has been no "reportable event" within the
                  meaning of Section 4043 of ERISA with respect to any Title IV
                  Plan which would require the giving of notice to the PBGC or
                  any other event requiring disclosure under Section
                  4041(c)(3)(C) or 4063(a) of ERISA.

                           (vii) Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby will, either alone or upon the occurrence
                  of subsequent events, (i) result in any payment becoming due
                  to any current or former employee, officer or director of
                  Dakota or the Dakota Subsidiaries, (ii) increase any benefits
                  otherwise payable under any Dakota Plan or Dakota Other
                  Benefit Obligation, (iii) result in the acceleration of the
                  time of payment or vesting of any benefits under any Dakota
                  Plan or Dakota Other Benefit Obligation, (iv) constitute a
                  "change in control" or similar event under any Dakota Plan or
                  Dakota Other Benefit Obligation or (v) fail to be deductible
                  by reason of Section 280G of the Code.


                                      B-29
<PAGE>

         Section 4.12 Compliance with Environmental Laws.

                  (a) Except as set forth on Schedule 4.12, each of Dakota and
         the Dakota Subsidiaries, and, to the Knowledge of Dakota, any prior
         owner or lessee, have generated, handled, manufactured, treated,
         stored, used, released, transported and disposed of all Environmentally
         Regulated Materials (as defined below) on, beneath, to or from any of
         the properties owned or operated by Dakota and the Dakota Subsidiaries
         in the conduct of their businesses or any other properties formerly
         owned, leased or operated by Dakota or the Dakota Subsidiaries, in
         compliance with all Environmental Laws.

                  (b) Except as set forth on Schedule 4.12, Dakota and the
         Dakota Subsidiaries have operated all plants, facilities and business
         operations in compliance with all Environmental Laws, and all plants,
         facilities and business operations are currently in compliance with all
         Environmental Laws.

                  (c) Except as set forth on Schedule 4.12, neither Dakota nor
         the Dakota Subsidiaries have disposed of or released any
         Environmentally Regulated Material in any location which would
         reasonably be expected to give rise to a claim of responsibility for
         investigation or clean-up costs, personal injury or property damage
         liability against Dakota or any Dakota Subsidiary by any third party.

                  (d) Except as set forth on Schedule 4.12, neither Dakota nor
         the Dakota Subsidiaries have received any notices or claims of
         violations or liabilities relating to an Environmentally Regulated
         Material or an Environmental Law, which notices or claims of violations
         or liabilities have not been resolved.

         Section 4.13 Indebtedness. Schedule 4.13 sets forth a complete listing
of Dakota's and the Dakota Subsidiaries' indebtedness for borrowed money as of
the date hereof, and includes a description of all documents and agreements
which set forth the terms of such indebtedness, the amount of the balance owing
as of the date hereof, the applicable interest rate in effect as of the date
hereof, and a listing of all collateral securing such indebtedness (if any), and
a description of any applicable prepayment penalties or make-whole amounts that
would be payable if such indebtedness were to be paid in full as of the date
hereof.

         Section 4.14 Labor Matters. Neither Dakota nor any of the Dakota
Subsidiaries is a party to any collective bargaining agreement or labor
contract, except as set forth in Schedule 4.14. To the Knowledge of Dakota, as
of the date of this Agreement, there are no present or pending applications for
certification of any union as the exclusive bargaining agent for any employees
of Dakota or any Dakota Subsidiaries. To the Knowledge of Dakota, neither Dakota
nor any of the Dakota Subsidiaries has engaged in any unfair labor practice with
respect to any persons employed by or otherwise performing services primarily
for Dakota or any of the Dakota Subsidiaries (the "Dakota Business Personnel"),
and there is no unfair labor practice complaint or grievance against Dakota or
any of the Dakota Subsidiaries by the National Labor Relations Board or any
comparable state agency pending or, to the Knowledge of Dakota, threatened with
respect to Dakota Business Personnel, except where such unfair labor practice,
complaint or grievance would not have a Material Adverse Effect on Dakota. There
is no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge
of Dakota, threatened against Dakota or any of the Dakota Subsidiaries, except
where such dispute, strike or work stoppage would not have a Material Adverse
Effect on Dakota.


                                      B-30
<PAGE>

         Section 4.15 Intellectual Property. Schedule 4.15 sets forth a complete
list of all patents and applications therefor, trademark registrations and
applications therefor, service mark registrations and applications therefor,
copyright registrations and applications therefor, trade names, computer
programs or software which are material to the operation of Dakota's business
and interests in license agreements and all other proprietary rights that are
owned, licensed, sublicensed or used by agreement or permission by Dakota or any
Dakota Subsidiary and used in the continued operation of Dakota's business
(collectively, "Dakota Intellectual Property"). Except as otherwise set forth on
Schedule 4.15, Dakota's interest in the Dakota Intellectual Property is free and
clear of any Encumbrance, and constitutes all such property or rights used by or
necessary to the operation of Dakota's business. To Dakota's Knowledge and
except as set forth on Schedule 4.15, the use of the Dakota Intellectual
Property does not conflict with, infringe upon, or misappropriate any rights
held or asserted by any person, or require the consent of any person. Except as
set forth on Schedule 4.15, neither Dakota nor any Dakota Subsidiary has, in the
past two years, received any notice or claim that any such Dakota Intellectual
Property is not valid or enforceable, or of any infringement upon or conflict
with any patent, trademark, service mark, copyright, trade name or trade secret
of any third party by Dakota or any Dakota Subsidiary or of any claim by any
third party alleging any such infringement or conflict, and, in the past two
years, neither Dakota nor any Dakota Subsidiary has given any notice of
infringement to any third party with respect to any of the Dakota Intellectual
Property. Dakota has paid all required license fees related to all software used
in the operation of its business.

         Section 4.16 Title to Assets; Insurance. Except as described on
Schedule 4.16, Dakota and the Dakota Subsidiaries have good and marketable title
to all real property and good title to all of the personal property and assets
which they purport to own, and which are necessary to carry on its business, in
each case free and clear of all Encumbrances except for Permitted Exceptions (as
defined in Section 4.17). Dakota and the Dakota Subsidiaries have in full force
and effect policies of insurance that are customary for businesses of similar
size in similar industries and consistent with sound business practice.

         Section 4.17 Real Property.

                  (a) Schedule 4.17(a) describes all real properties owned or
         leased by Dakota and the Dakota Subsidiaries (the "Dakota Real
         Property"), the nature of the interest of Dakota or the Dakota
         Subsidiaries and the entity which holds the interest in those
         properties and the approximate acreage of each of those properties.
         There is no real property (other than the Dakota Real Property) the use
         or possession of which by Dakota and the Dakota Subsidiaries is
         necessary to carry on its business. Except as described on Schedule
         4.17(b), Dakota and each of the Dakota Subsidiaries has (i) such title
         to the Dakota Real Property as is legally sufficient for the current
         use thereof in its business as presently conducted, (ii) good and
         marketable indefeasible title in fee simple (except for Permitted
         Exceptions, as hereinafter defined) to all Dakota Real Property shown
         in Schedule 4.17(a) as owned by it (the "Dakota Owned Real Property")
         and (iii) valid leaseholds under valid and enforceable leases in all
         Dakota Real Property shown on Schedule 4.17(a) as leased by it. The
         Dakota Real Property is owned or leased by Dakota and the Dakota
         Subsidiaries free and clear of all matters except for Permitted
         Exceptions. Except as set forth in Schedule 4.17(b), none of the Dakota
         Real Property is subject to any lease (other than the Dakota Leases (as
         hereinafter defined)), sublease, license or other agreement granting to
         any person any right to the use, occupancy or enjoyment thereof (or any
         portion thereof). None of the Permitted Exceptions materially
         interferes with or has interfered with the maintenance, use or
         operation of the Dakota Real Property. "Permitted Exceptions" means (i)
         matters listed or described on Schedule 4.17(b), (ii) easements,
         covenants, rights-of-way and other Encumbrances or restrictions which
         do not, individually or in the aggregate, materially detract from the
         value or impair the present and continued use, operation and
         maintenance of the property subject thereto, or impair the operation of
         Dakota or any of the Dakota Subsidiaries,


                                      B-31
<PAGE>

         (iii) real estate taxes not yet due or payable and (iv) Encumbrances
         existing at the date of this Agreement which are set forth on Schedule
         4.17(a).

                  (b) None of the leases identified in Schedule 4.17(a)
         (collectively, the "Dakota Leases") has been modified or amended, and
         no notice of termination has been delivered with respect thereto,
         except as set forth in Schedule 4.17(b). Except as set forth on
         Schedule 4.17(c), neither Dakota nor any of the Dakota Subsidiaries,
         nor any other person, is in breach of or default under any Dakota Lease
         (and no event has occurred which, with due notice or lapse of time or
         both, may constitute such a breach or default).

                  (c) To the Knowledge of Dakota, the buildings, driveways and
         all other structures and improvements upon the Dakota Real Property are
         all within the boundary lines of the applicable property or have the
         benefit of valid easements or other legal rights and there are no
         encroachments thereon that would affect the use thereof.

                  (d) To the Knowledge of Dakota, all buildings, structures,
         improvements, equipment, facilities, plants and fixtures owned or
         leased by Dakota and the Dakota Subsidiaries conform in all material
         respects to all applicable codes and rules adopted by national and
         local associations and boards and insurance underwriters, and all such
         buildings, structures, improvements and fixtures are in good operating
         condition and repair. There are no outstanding requirements or
         recommendations by any insurance company which has issued a policy
         covering any such property, or by any board of fire underwriters or
         other body exercising similar functions, requirement or recommending
         any repairs or work to be done on any such property.

                  (e) To the Knowledge of Dakota, all public utilities required
         for the operation of such properties either enter such properties
         through adjoining public streets or, if they pass through adjoining
         private land, do so in accordance with valid public or private
         easements which will inure to the benefit of Dakota and the Dakota
         Subsidiaries and their respective successors and assigns. All of the
         public utilities mentioned above are installed and operating, and all
         installation and connection charges are paid in full.

                  (f) To the Knowledge of Dakota, the plumbing, electrical,
         heating, air conditioning, elevator, ventilating and all other
         mechanical or structural systems and equipment in the buildings or
         improvements located on the Dakota Real Property and any manufacturing
         systems and components located thereof are in good working order and
         condition, and the roof, basement and foundation walls of such
         buildings and improvements for which Dakota or the Dakota Subsidiaries
         is responsible (as owner or as lessee under any Dakota Lease) are in
         good condition and free of leaks and other defects. All such mechanical
         and structural systems and equipment and such manufacturing systems and
         components and such roofs, basements and foundation walls for which a
         person other than Dakota or the Dakota Subsidiaries is responsible are
         in good working order and condition and free of leaks and other
         defects.

                  (g) To the Knowledge of Dakota, Dakota or the Dakota
         Subsidiaries has the uninterrupted use of any easements for ingress and
         egress for all of the Dakota Real Property owned or leased by Dakota or
         the Dakota Subsidiaries, as the case may be. The Dakota Real Property
         has full and uninterrupted access to and from public roads and Dakota
         has no Knowledge of any fact or condition which would result in the
         termination of such access.


                                      B-32
<PAGE>

                  (h) Neither Dakota nor the Dakota Subsidiaries is the landlord
         or lessor under any lease, sublease or other occupancy agreement
         affecting any of the Dakota Real Property.

         Section 4.18 Title Insurance. Schedule 4.18 sets forth a true, correct
and complete list and summary description of all of the policies of title
insurance and legal opinions with respect to title insurance insuring Dakota's
and the Dakota Subsidiaries' interest in the Dakota Owned Real Property
(collectively, the "Dakota Title Policies"). Dakota has furnished a true,
correct and complete copy of all such Dakota Title Policies to PPR. All of the
Dakota Title Policies are in full force and effect. Dakota shall maintain, and
shall use its best efforts to cause the Dakota Subsidiaries to maintain, the
coverage under the Dakota Title Policies in full force and effect through the
date of the Closing. Neither Dakota nor the Dakota Subsidiaries is in material
default under any provisions of the Dakota Title Policies. There is no claim by
Dakota, the Dakota Subsidiaries or any other person pending under any of the
Dakota Title Policies as to which coverage has been questioned, denied or
disputed by the underwriters or issuers of such Dakota Title Policies.

         Section 4.19 Zoning. To the Knowledge of Dakota, all of the Dakota Real
Property and the buildings, structures, improvements and fixtures located
thereon, and the respective businesses conducted thereat and the manner of such
conduct, conform in all respects to all existing zoning, building and other
applicable laws, rules and regulations and the operation of the Dakota Real
Property and the improvements located thereon is not in violation of any such
laws, rules or regulations. To the Knowledge of Dakota, all uses of the Dakota
Real Property and the improvements located thereon are "as-of-right" and do not
require any non-conforming use rights, nor have they been "grandfathered" under
any pre-existing laws, rules or regulations.

         Section 4.20 Brokers. No broker, investment banker or other person,
other than NationsBanc/Montgomery Securities, the fees and expenses of which
will be paid by Dakota is entitled to any broker's, finder's or other similar
fee or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of Dakota.

         Section 4.21 Relationships. Except as otherwise disclosed in Schedule
4.21, Dakota's relationships with its franchisors, agents, brokers, dealers,
distributors, representatives, licensees, customers and suppliers are
continuing, and there has been no material change in the scope of such
relationships during the last year with any of such parties or similar parties
with which Dakota has done business during the last year. All sales and
performances of services by Dakota in connection with its business are in
material compliance with all of Dakota's representations, warranties and
agreements, express or implied, with respect to such sales and performances,
except for customary returns and allowances.

         Section 4.22 Compliance with Quality Standards. All water used in the
production process of Dakota's business conforms, in all material respects, to
(i) the quality standards required by Dakota's or the Dakota Subsidiaries'
franchisors, including PepsiCo, (ii) internal quality standards required by
Dakota, and (iii) any local quality standards.

         Section 4.23 Year 2000 Compliance. To the extent that any functionality
of any computer system used by Dakota is dependent upon or interdependent with
the use or specification of any calendar date, Dakota has used commercially
reasonable efforts in implementing a plan pursuant to which any such computer
system shall be "Year 2000 Compliant," except where failure to do so will not
result in a Material Adverse Effect on Dakota. For purposes of this Agreement,
the term Year 2000 Compliant means that neither the performance nor the
functionality of such computer systems shall be materially affected by dates in,
into and between the 20th and 21st centuries. To be deemed Year 2000 Compliant,
such computer systems shall conform in all material respects to the following
basic requirements (i) no value for a current


                                      B-33
<PAGE>

date shall cause any interruption in Dakota's operations in which the computer
system is used; and (ii) any date-based functions shall operate and perform in a
consistent manner for dates in, into and between the 20th and 21st centuries and
such computer systems shall calculate, manipulate and represent properly
inputted dates correctly.

         Section 4.24 Disclosure. No representation or warranty of Dakota in
this Agreement or in any certificate, schedule, statement or other document
furnished or to be furnished by Dakota to PPR pursuant hereto or in connection
with the transactions contemplated hereby, contains or will contain any untrue
statement of a material fact or omits or will omit to state any material fact
required to be stated herein or therein or necessary to make the statements
herein or therein not misleading.

                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF POHLAD

         Pohlad represents and warrants to PPR as follows:

         Section 5.1 Organization; Title; Authority. Pohlad is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Minnesota and has the requisite corporate power and authority to own,
lease or operate its properties and to carry on its business as now being
conducted. Pohlad is the beneficial and record owner of 1,000 number of shares
of Dakota Stock and owns such shares free and clear of all Encumbrances except
for restrictions on transfer imposed by federal securities laws. Pohlad has the
authority to execute, deliver and perform its obligations under this Agreement.
Pohlad's Board of Directors have approved, or will approve prior to the Closing,
as the case may be, this Agreement and the transactions contemplated hereby,
including, but not limited to, the Exchange, the formation of DakBev, the DakBev
Merger, the formation of Dakota, LLC, the Pohlad Contribution and the P-PRT
Contribution. This Agreement has been duly executed and delivered by Pohlad and
(assuming the valid authorization, execution and delivery of this Agreement by
PPR and Dakota) constitutes a legal, valid and binding obligation of Pohlad and
is enforceable against Pohlad in accordance with its terms, except to the extent
that (i) enforcement may be limited by or subject to any bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect relating
to or limiting creditors' remedies and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief are subject to certain
equitable defenses and to the discretion of the court or other tribunal before
which any proceeding therefor may be brought.

         Section 5.2 No Breach. The execution and delivery of this Agreement by
Pohlad and the consummation by Pohlad of the transactions contemplated hereby,
including, but not limited to, the Exchange, the formation of DakBev, the DakBev
Merger, the formation of Dakota, LLC, the Pohlad Contribution and the P-PRT
Contribution does not and will not contravene, violate or constitute, or result
in a breach or default (with or without notice or lapse of time, or both) under,
the charter or organizational documents of Pohlad, any judgement, order, decree,
statute, law, ordinance, rule or regulation or any contract or agreement by
which Pohlad is bound, or result in the creation or imposition of any
Encumbrance (other than under this Agreement) on the shares of the Dakota Stock
owned by Pohlad.

         Section 5.3 No Consents. Except as set forth in Schedule 5.3 hereto, no
consent or authorization of, or registration, declaration or filing with, any
person, is required to be made or received by Pohlad in connection with the
execution and delivery of this Agreement or the consummation of the transactions


                                      B-34
<PAGE>

contemplated hereby, including, but not limited to, the Exchange, the formation
of DakBev, the DakBev Merger, the formation of Dakota, LLC, the Pohlad
Contribution and the P-PRT Contribution.

         Section 5.4 Entire Interest. The 1,000 shares of Dakota Stock owned by
Pohlad constitutes Pohlad's entire ownership interest in Dakota, and Pohlad has
no rights to acquire any additional shares of Dakota Stock or any other equity
interest in Dakota. At the Closing, Pohlad shall have all requisite power and
authority, including voting control of Dakota, LLC, necessary to cause Dakota,
LLC to exchange the DakBev Membership Units for the Exchange Consideration as
set forth in Article II hereof.

         Section 5.5 Accredited Investor Status; PPR Information. Pohlad is an
"accredited investor" as defined in Rule 501(a) of Regulation D promulgated
under the Exchange Act.

         Section 5.6 Unregistered Securities; Investment Intent. The shares of
PPR Class B Common Stock have not been registered under the Securities Act or
relevant state securities laws pursuant to exemptions from registration under
the Securities Act and such laws. PPR's reliance upon such exemptions is
predicated in part on Pohlad's representations to PPR as contained herein. The
shares of PPR Class B Common Stock are being acquired for the account of Dakota,
LLC and for investment and without the intention of reselling, transferring, or
redistributing the same. At the time Dakota, LLC receives such shares, it will
have no agreement for the transfer or disposition of any of such shares.

         Section 5.7 Restrictions on Transfer. Pohlad acknowledges that PPR will
place a restrictive legend on the certificate(s) representing the shares of PPR
Class B Common Stock received by Dakota, LLC pursuant to this Agreement,
containing substantially the following language:

         The securities represented by this certificate were issued without
         registration under the Securities Act of 1933, as amended (the "Act"),
         and without registration under state securities laws, in reliance upon
         exemptions contained in the Act and such laws. No transfer of these
         securities or any interest therein may be made except pursuant to
         effective registration statements under said laws unless this
         corporation has received an opinion of counsel satisfactory to it that
         such transfer or disposition does not require registration under said
         laws and, for any sales under Rule 144 of the Act, such evidence as it
         shall reasonably request for compliance with that rule.

         PPR will place a stop transfer order on the certificate(s) representing
the shares to assure compliance with this Agreement and the matters referenced
above.


                                   ARTICLE VI

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

         Section 6.1 Actions by PPR. Except as expressly permitted by clauses
(a) through (j) of this Section 6.1 or as otherwise required by this Agreement,
during the period from the date of this Agreement through the date of Closing,
PPR shall, and shall cause each of the PPR Subsidiaries to, in all material
respects carry on its business in the ordinary course as currently conducted
and, to the extent consistent therewith, use reasonable best efforts to preserve
intact its current business organizations, keep available the services of its
current officers and employees and preserve its relationships and goodwill with
customers, suppliers and others having business dealings with it. Without
limiting the generality of the foregoing, and


                                      B-35
<PAGE>

except as otherwise expressly contemplated by this Agreement, PPR shall not, and
shall not permit any of the PPR Subsidiaries to, without the prior written
consent of Dakota:

                  (a) (x) declare, set aside or pay any dividends on, or make
         any other actual, constructive or deemed distributions payable in cash,
         shares, stock, securities or property in respect of, any of its capital
         stock, or otherwise make any payments to its stockholders in their
         capacity as such (other than dividends and other distributions by PPR
         Subsidiaries including dividends on outstanding shares of non-voting
         management stock of Beverage Plastics Company, a Delaware corporation,
         in the ordinary course of business and consistent with past practice),
         (y) other than in the case of any PPR Subsidiary, subdivide, split,
         combine or reclassify any of its capital stock or issue or authorize
         the issuance of any other securities in respect of, in lieu of or in
         substitution for shares of its capital stock or (z) purchase, redeem or
         otherwise acquire any shares of capital stock of PPR or any other
         securities thereof or any rights, warrants or options to acquire,
         directly or indirectly, any such shares or other securities;

                  (b) issue, deliver, sell, pledge, dispose of or otherwise
         encumber any shares of its capital stock, any other voting securities
         or equity equivalent or any securities convertible into, or any rights,
         warrants or options to acquire any such shares, voting securities,
         equity equivalent or convertible securities, or agree to any amendment
         to the terms of any option, warrant or convertible security, other than
         (x) the grant of stock options to employees of PPR or any of the PPR
         Subsidiaries under the PPR Option Plans and the issuance of shares of
         PPR Stock pursuant to the exercise thereof in the ordinary course of
         business consistent with past practice, (y) the issuance of PPR Stock
         pursuant to the exercise of warrants outstanding as of the date hereof
         that are exercisable or become exercisable by their terms (as in effect
         on the date hereof), and (z) the issuance of PPR Stock as consideration
         for the acquisitions permitted to be made by PPR by clause (d) of this
         Section 6.1;

                  (c) amend its charter or bylaws; provided, however, that PPR
         shall amend its charter to adopt the PPR Charter Amendment;

                  (d) acquire or agree to acquire by merging or consolidating
         with, or by purchasing a substantial portion of the assets of or equity
         in, or by any other manner, any business or any corporation,
         partnership, limited liability company, association or other business
         organization or division thereof or otherwise acquire or agree to
         acquire any assets, except for (x) the Delta Acquisition, and (y)
         acquisitions which do not exceed $50 million individually or $100
         million in the aggregate;

                  (e) sell, lease or otherwise dispose of, or agree to sell,
         lease or otherwise dispose of, any of its assets, other than
         transactions that are in the ordinary course of business consistent
         with past practice and not material to PPR and the PPR Subsidiaries
         taken as a whole;

                  (f) incur any indebtedness for borrowed money, guarantee any
         such indebtedness or make any loans, advances or capital contributions
         to, or other investments in, any other person, other than (x) in the
         ordinary course of business consistent with past practice (including
         refinancings of existing debt), (y) indebtedness, loans, advances,
         capital contributions and investments between PPR and any of the PPR
         Subsidiaries, and (z) indebtedness incurred to fund the acquisitions
         permitted by Section 6.1(d) above, including any amendments necessary
         to existing loan documents with


                                      B-36
<PAGE>

         Banco Popular to extend the facility to $40 million and replace Banco
         Popular as the primary lender with NationsBanc (or an affiliate of
         NationsBanc) and other syndication participants.

                  (g) enter into or adopt, or amend any existing, severance
         plan, agreement or arrangement or enter into or amend any PPR Plan, PPR
         Option Plan or employment or consulting agreement, other than as
         required by law and other than amending the existing PPR option plans
         to increase the number of shares available for issuance thereunder;

                  (h) knowingly violate or knowingly fail to perform any
         material obligation or duty imposed upon it or any PPR Subsidiary by
         any applicable material federal, state, Puerto Rican, or local law,
         rule, regulation, guideline or ordinance;

                  (i) take any action, other than reasonable and usual actions
         in the ordinary course of business consistent with past practice, with
         respect to accounting policies or procedures (other than actions
         required to be taken by GAAP);

                  (j) except as set forth on PPR's 1999 Capital Expenditure
         Budget, enter into any other material transaction or make any other
         capital expenditure not in the ordinary course of business consistent
         with past practice; or

                  (k) authorize, recommend or announce an intention to do any of
         the foregoing, or enter into any contract, agreement, commitment or
         arrangement to do any of the foregoing.

         Section 6.2 Actions by Dakota.

                  (a) Dakota Reorganization. Dakota and Pohlad hereby agree to
         take all actions reasonably necessary or appropriate to cause the
         Dakota Reorganization to be consummated prior to the Closing in
         accordance with Article I hereof. As used herein, "Dakota
         Reorganization" shall mean, collectively, (i) the formation of each of
         DakBev and Dakota, LLC, (ii) the DakBev Merger, (iii) the Pohlad
         Contribution and (iv) the P-PRT Contribution. Upon the completion of
         the Dakota Reorganization, Pohlad shall have voting control of Dakota,
         LLC, and shall have all necessary power and authority to cause Dakota,
         LLC to satisfy its obligations under this Agreement, including
         consummating the Exchange.

                  (b) Conduct of Dakota's Business. Except as expressly
         permitted by clauses (i) through (xi) of this Section 6.2(b) or as
         otherwise contemplated by this Agreement, during the period from the
         date of this Agreement through the date of Closing, each of Dakota,
         DakBev and Dakota, LLC, as the case may be, shall, and shall cause each
         of its respective Subsidiaries to, in all material respects, carry on
         its business in the ordinary course as currently conducted and, to the
         extent consistent therewith, use reasonable best efforts to preserve
         intact its current business organizations, keep available the services
         of its current officers and employees and preserve its relationships
         and goodwill with customers, suppliers and others having business
         dealings with it. Without limiting the generality of the foregoing, and
         except as otherwise expressly contemplated by this Agreement, none of
         Dakota, DakBev and Dakota, LLC, as the case may be, shall and none
         shall permit any of its respective Subsidiaries to, without the prior
         written consent of PPR:

                           (i) declare, set aside or pay any dividends on, or
                  make any other actual, constructive or deemed distributions in
                  respect of, any of its capital stock, or otherwise


                                      B-37
<PAGE>

                  make any payments to its stockholders in their capacity as
                  stockholders, except cash distributions to its stockholders in
                  their capacity as such and the distribution of a note
                  receivable in the amount of $33,400,000 from Dakota to Pohlad,
                  (y) other than in the case of any Dakota Subsidiary,
                  subdivide, split, combine or reclassify any of its capital
                  stock or issue or authorize the issuance of any other
                  securities in respect of, in lieu of or in substitution for
                  shares of its capital stock or (z) purchase, redeem or
                  otherwise acquire, directly or indirectly, any shares of
                  capital stock of Dakota or any other securities thereof or any
                  rights, warrants or options to acquire any such shares or
                  other securities;

                           (ii) issue, deliver, sell, pledge, dispose of or
                  otherwise encumber any shares of its capital stock any other
                  voting securities or equity equivalent or any securities
                  convertible into, or any rights, warrants or options to
                  acquire any such shares, voting securities, equity equivalent
                  or convertible securities, or agree to any amendment to the
                  terms of any option, warrant or convertible security;

                           (iii) except for the filing of Articles of Merger
                  relating to the DakBev Merger, amend its Articles of
                  Incorporation or Bylaws;

                           (iv) except for the DakBev Merger, acquire or agree
                  to acquire by merging or consolidating with, or by purchasing
                  a portion of the assets of or equity in, or by any other
                  manner, any business or any corporation, partnership, limited
                  liability company, association or other business organization
                  or division thereof or otherwise acquire or agree to acquire
                  any assets except for (A) acquisitions which do not exceed $1
                  million individually or $5 million in the aggregate and (B)
                  transactions that are in the ordinary course of business
                  consistent with past practice and that are not material;

                           (v) sell, lease or otherwise dispose of, or agree to
                  sell, lease or otherwise dispose of, any of its assets, other
                  than (x) transactions that are in the ordinary course of
                  business consistent with past practice and not material to
                  Dakota and the Dakota Subsidiaries taken as a whole and the
                  distribution of a note receivable in the amount of $33,400,000
                  from Dakota to Pohlad.

                           (vi) incur any indebtedness for borrowed money,
                  guarantee any such indebtedness or make any loans, advances or
                  capital contributions to, or other investments in, any other
                  person, other than (x) indebtedness for borrowed money
                  incurred in the ordinary course of business consistent with
                  past practice (including refinancings of existing debt) (y)
                  indebtedness, loans, advances, capital contributions and
                  investments between Dakota and any of the Dakota Subsidiaries,
                  and (z) indebtedness necessary to fund the acquisitions
                  permitted by Section 6.2(b)(iv) above.

                           (vii) except as may be necessary or proper to
                  consummate the DakBev Merger, enter into or adopt, or amend
                  any existing, severance plan, agreement or arrangement or
                  enter into or amend any Dakota Plan or employment or
                  consulting agreement, other than as required by law;

                           (viii) knowingly violate or knowingly fail to perform
                  any material obligation or duty imposed upon it or any Dakota
                  Subsidiary by any applicable material federal, state or local
                  law, rule, regulation, guideline or ordinance;


                                      B-38
<PAGE>

                           (ix) take any action, other than reasonable and usual
                  actions in the ordinary course of business consistent with
                  past practice, with respect to accounting policies or
                  procedures (other than actions required to be taken by GAAP);

                           (x) authorize, recommend, propose or announce an
                  intention to do any of the foregoing, or enter into any
                  contract, agreement, commitment or arrangement to do any of
                  the foregoing; or

                           (xi) except as set forth on Dakota's 1999 Capital
                  Expenditure Budget, enter into any other material transaction
                  or make any other capital expenditure not in the ordinary
                  course of business consistent with past practice.

                                   ARTICLE VII

                              ADDITIONAL AGREEMENTS

         Section 7.1 PPR Stockholder Meeting. PPR shall call a meeting of its
stockholders (the "PPR Stockholder Meeting") for the purpose of: (a) approving
the transactions contemplated hereby, including, but not limited to, the Share
Issuance and the Exchange; (b) approving an increase in the number of authorized
shares of PPR's Class B Common Stock to 145,000,000 shares (the "PPR Charter
Amendment"); and (c) approving the amendments to the PPR Option Plans to
increase the number of shares available for issuance thereunder and (d)
approving such other matters as PPR's Board of Directors shall determine. PPR
shall prepare and file with the SEC the Proxy Statement (as hereinafter defined)
for the purpose of soliciting proxies for the matters brought before the PPR
Stockholder Meeting. PPR will, through the PPR Board of Directors with the
concurrence of the PPR Special Committee, recommend to its stockholders approval
of such matters and shall not withdraw such recommendation; provided, however,
that the PPR Special Committee shall not be required to make, and shall be
entitled to withdraw, such recommendation if the PPR Special Committee concludes
in good faith on the basis of the advice of Willkie Farr & Gallagher that the
making of, or the failure to withdraw, such recommendation would violate the
fiduciary obligations of the PPR Special Committee under applicable law;
provided further, however, that in no case shall any change in the trading price
of PPR Class B Common Stock be used as a basis for any such conclusion.
Notwithstanding any recission of the recommendation by the PPR Special Committee
that is permitted by this Section 7.1, PPR shall remain obligated to call the
PPR Stockholder Meeting.

         Section 7.2 Preparation of the Proxy Statement. PPR and Dakota each
agree, as to itself and its Subsidiaries, that none of the information supplied
or to be supplied by it or its Subsidiaries for inclusion or incorporation by
reference in the Proxy Statement and any amendment or supplement thereto will,
at the date of mailing to the PPR stockholders and at the time of the PPR
Stockholder Meeting, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. "Proxy Statement" shall mean the proxy statement for the
PPR Stockholder Meeting to be held for the purpose of obtaining the approvals
required for the transactions contemplated hereby.

         Section 7.3 Access to Information and Properties. Subject to currently
existing contractual and legal restrictions applicable to PPR or to Dakota,
DakBev or Dakota, LLC, as the case may be, or any of their Subsidiaries, each of
PPR and Dakota, DakBev or Dakota, LLC, as the case may be, shall, and shall
cause each of the PPR and Dakota, DakBev or Dakota, LLC, as the case may be,
Subsidiaries to, afford to the consultants, accountants, counsel, financial
advisors and other representatives of PPR and Dakota reasonable


                                      B-39
<PAGE>

access to, and permit them to make such inspections and investigations
(including, without limitation, environmental audits, assessments, and
sub-surface investigations) as they may reasonably require of, at mutually
agreed upon times during normal business hours during the period from the date
of this Agreement through the Closing, all their respective properties, books,
contracts, commitments and records (including, without limitation, the work
papers of independent accountants, if available and subject to the consent of
such independent accountants) and, during such period, PPR and Dakota, DakBev or
Dakota, LLC, as the case may be, shall, and shall cause each of the PPR and
Dakota Subsidiaries to, furnish promptly to the other (i) a copy of each report,
schedule, registration statement and other document filed by it during such
period pursuant to the requirements of federal or state securities laws and (ii)
all other information concerning its business, properties and personnel as the
other may reasonably request.

         Section 7.4 New Credit Facility. PPR shall use its reasonable best
efforts to obtain a credit facility of up to $160 million on terms reasonably
acceptable to PPR (the "New Credit Facility). The purposes of the New Credit
Facility shall include payment of certain debt owed by Delta Beverage Group,
Inc. ("Delta"), PPR and Dakota, along with financing for working capital and
acquisitions.

         Section 7.5 NYSE Listing. PPR shall use its reasonable best efforts to
cause the shares of PPR Class B Common Stock to be issued in connection with the
Exchange to be approved for listing on the NYSE subject to official notice of
issuance.

         Section 7.6 Fees and Expenses. Whether or not the Exchange is
consummated, and except as otherwise provided in Section 9.2, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby including, without limitation, the fees and disbursements of
counsel, financial advisors and accountants, shall be paid by the party
incurring such costs and expenses.

         Section 7.7 Reasonable Best Efforts to Consummate the Exchange. Upon
the terms and subject to the conditions set forth in this Agreement, each of the
parties agrees to use reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other parties in doing, all things necessary, proper or advisable to consummate,
in the most expeditious manner practicable, the DakBev Merger, the Pohlad
Contribution, the Exchange and the other transactions contemplated by this
Agreement, including, but not limited to: (i) the obtaining of all necessary
actions or nonactions, waivers, consents and approvals from all Governmental
Entities and the making of all necessary registrations and filings (including
filings with Governmental Entities) and the taking of all reasonable steps as
may be necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any Governmental Entity, (ii) the obtaining of all necessary
consents, approvals or waivers from third parties, (iii) the defending of any
lawsuits or other legal proceedings, whether judicial or administrative,
challenging this Agreement or the consummation of the transactions contemplated
hereby, including seeking to have any stay or temporary restraining order
entered by any court or other Governmental Entity vacated or reversed, and (iv)
the execution and delivery of any additional instruments necessary to consummate
the transactions contemplated by this Agreement. No party to this Agreement
shall consent to any voluntary delay of the consummation of the Exchange at the
behest of any Governmental Entity without the consent of the other parties to
this Agreement, which consent shall not be unreasonably withheld.

         Section 7.8 Public Announcements. Dakota and PPR each shall consult
with the other prior to issuing any press releases or otherwise making public
announcements with respect to the Exchange and the other transactions
contemplated by this Agreement and prior to making any filings with any third
party and/or any Governmental Entity with respect thereto, except as may be
required by law or by obligations pursuant to any listing agreement with or
rules of the NYSE.


                                      B-40
<PAGE>

         Section 7.9 State Takeover Laws. If any "fair price," "business
combination" or "control share acquisition" statute or other similar statute or
regulation shall become applicable to the transactions contemplated hereby, PPR
and Dakota and their respective Boards of Directors shall use their reasonable
best efforts to grant such approvals and take such actions as are necessary so
that the transactions contemplated hereby may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise act to minimize the
effects of any such statute or regulation on the transactions contemplated
hereby.

         Section 7.10 Indemnification. From and after the Closing, PPR agrees
to, and to cause DakBev to, indemnify and hold harmless all past and present
officers, directors and managers of Dakota, DakBev, and of the Dakota
Subsidiaries to the maximum extent permitted by the Delaware General Corporation
Law and Delaware Limited Liability Company Act, as applicable (including
advancing expenses and attorneys' fees incurred prior to final disposition of
any proceeding upon receipt of an undertaking by such manager, director or
officer to repay such amount if it shall be ultimately determined that he or she
is not entitled to be indemnified under the Delaware General Corporation Law or
Delaware Limited Liability Company Act), including but not limited to acts or
omissions occurring in connection with the approval of this Agreement, the
filing of the Registration Statement and the consummation of the transactions
contemplated hereby.

         Section 7.11 Notification of Certain Matters. PPR shall use its
reasonable best efforts to give prompt notice to Dakota, and Dakota shall use
its reasonable best efforts to give prompt notice to PPR, of: (i) the
occurrence, or non-occurrence, of any event the occurrence, or non-occurrence,
of which it is aware and which would be reasonably likely to cause (x) any
representation or warranty contained in this Agreement to be untrue or
inaccurate in any material respect or (y) any covenant, condition or agreement
contained in this Agreement not to be complied with or satisfied in all material
respects, (ii) any failure of PPR or Dakota, as the case may be, to comply in a
timely manner with or satisfy any covenant, condition or agreement to be
complied with or satisfied by it hereunder or (iii) any change or event which
would be reasonably likely to have a Material Adverse Effect on PPR or Dakota,
as the case may be; provided, however, that the delivery of any notice pursuant
to this Section 7.11 shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

         Section 7.12 Tax Matters. The following provisions shall govern the
allocation of responsibility as between PPR and Pohlad for certain Tax matters
following the Closing.

                  (a) Tax Periods Ending on or Before the Closing. The parties
         acknowledge that the qualified subchapter S subsidiary election
         currently in effect for Dakota will be terminated as of the
         consummation of the DakBev Merger. The income of Dakota, and the Dakota
         Subsidiaries, and DakBev, and the DakBev LLCs, for the period
         commencing January 1, 1999 and ending as of the date of the Closing
         will be included in the Tax Return of Pohlad (the "Pohlad Return"). The
         income generated by DakBev following the date of Closing will be
         included in the PPR Tax Return.

                  (b) Cooperation on Tax Matters.

                           (i) PPR and Pohlad shall cooperate fully, as and to
                  the extent reasonably requested by the other party, in
                  connection with the filing of Tax Returns pursuant to this
                  Section and any proceedings. Such cooperation shall include
                  the retention and (upon the other party's request) the
                  provision of records and information which are reasonably
                  relevant to any proceedings and making employees available on
                  a mutually convenient basis to provide additional information
                  and explanation of any material provided hereunder. PPR and
                  Pohlad agree (A) to retain all books and records with respect
                  to Tax matters pertinent


                                      B-41
<PAGE>

                  to Dakota, the Dakota Subsidiaries, DakBev, and the DakBev
                  LLCs relating to any taxable period beginning before the
                  Closing until the expiration of the statute of limitations
                  (and, to the extent notified by PPR or Pohlad, any extensions
                  thereof) of the respective taxable periods, and to abide by
                  all record retention agreements entered into with any taxing
                  authority, and (B) to give the other party reasonable written
                  notice prior to the transferring, destroying or discarding of
                  any such books and records and, if the other party so
                  requests, PPR or Pohlad, as the case may be, shall allow the
                  other party to take possession of such books and records.

                           (ii) PPR and Pohlad further agree, upon request, to
                  use their best efforts to obtain any certificate or other
                  document from any Government Entity or any other person as may
                  be necessary to mitigate, reduce or eliminate any Tax that
                  could be imposed (including, but not limited to, with respect
                  to the transactions contemplated hereby).

                           (iii) PPR and Pohlad further agree, upon request, to
                  provide the other party with all information that either party
                  may be required to report pursuant to ss.6043 of the Code and
                  all Treasury Regulations promulgated thereunder.

                  (c) Tax Distribution. On or prior to the date of Closing,
         Pohlad shall deliver to PPR a statement of the Estimated Tax Liability
         and Dakota shall make a distribution to Pohlad in such amount. For
         purposes of this Agreement, the term "Estimated Tax Liability" shall
         mean an amount equal to 45% of the estimated taxable income of Dakota
         and DakBev for the period from January 1, 1999 through the date of
         Closing. In the event the amount of taxable income: (i) on the Pohlad
         Return allocable to Dakota and DakBev or as may be redetermined by the
         Internal Revenue Service ("IRS") upon audit, differs from the amount of
         taxable income on the statement delivered to PPR pursuant to this
         Section 7.12(c), Pohlad shall pay (in the event the taxable income
         allocable to Dakota and DakBev on the Pohlad Return, or as redetermined
         by IRS, is less) to PPR, or PPR shall pay to Pohlad (in the event the
         taxable income allocable to Dakota and DakBev in the Pohlad Return, or
         as redetermined by IRS, is greater) 45% of the difference in taxable
         income allocable to Dakota and DakBev within ten (10) days from the
         date the Pohlad Return is filed or the redetermination becomes final
         and nonappealable (as the case may be).

                  (d) Transfer Taxes. All transfer, documentary, sales, use,
         registration, value-added and other similar Taxes (including all
         applicable real estate transfer Taxes) and related fees (including any
         penalties, interest and additions to Tax) (collectively, the "Transfer
         Taxes") incurred in connection with this Agreement and the transactions
         contemplated hereby shall be shared equally by PPR and Dakota, LLC;
         provided, however, that PPR shall pay and hold Dakota, LLC harmless
         from any such penalties and additions that would not have arisen but
         for the negligence of PPR and Dakota, LLC shall pay and hold PPR
         harmless from any such penalties and additions that would not have
         arisen but for the negligence of Dakota, LLC. PPR and Dakota, LLC shall
         cooperate in timely making all filings, returns, reports and forms as
         may be required to comply with the provisions of such Transfer Tax
         laws.

         Section 7.13 Treatment of Dakota Phantom Stock Plan Participants. The
existing Dakota phantom stock plan will be amended, promptly following the
Closing, to increase the value of the participant's interest to reflect the
value of the transaction contemplated by this Agreement and to convert the
rights of participants under such phantom stock plan to a combination of PPR
Class B Common Stock and/or options to acquire PPR Class B Common Stock.


                                      B-42
<PAGE>

         Section 7.14 Title Commitments. Dakota and PPR shall, promptly (and in
no event more than ten (10) days) after the date hereof, order from a title
company reasonably acceptable to the other (the "Title Company") a title
insurance commitment or commitments with respect to all of the Dakota Owned Real
Property and the PPR Owned Real Property, as the case may be, other than those
properties for which the owner already has title insurance. Dakota and PPR shall
use their respective reasonable efforts to cause the Title Company to issue such
title commitments as promptly as feasible and, immediately upon receipt thereof,
shall deliver the title commitments to the other. To the extent the recipient
reasonably objects to any matter(s) reflected therein, other than Permitted
Exceptions, or requests additional information with respect thereto, the party
delivering the title commitments shall use its reasonable efforts to cause the
Title Company to modify and/or supplement the commitments accordingly. Dakota
shall, and shall cause the Dakota Subsidiaries to, reasonably cooperate with PPR
in the event that PPR undertakes to purchase title insurance and/or order
surveys with respect to any or all of the Dakota Real Property.

                                  ARTICLE VIII

                         CONDITIONS PRECEDENT TO CLOSING

         Section 8.1 Conditions to Each Party's Obligation to Effect the
Exchange. The respective obligations of each party to effect the Exchange shall
be subject to the fulfillment at or prior to the Closing of the following
conditions, each of which may be waived only with the consent in writing of each
party not obligated to satisfy the condition:

                  (a) PPR Stockholder Approval. This Agreement and the
         transactions contemplated hereby, including, the Share Issuance, the
         Exchange, the PPR Charter Amendment and the PPR Option Plan Amendments
         shall have been duly approved by the requisite vote of stockholders of
         PPR in accordance with applicable law and the Certificate of
         Incorporation and Bylaws of PPR.

                  (b) Listing on the NYSE. The PPR Class B Common Stock issuable
         in the Exchange shall have been authorized for listing on the NYSE upon
         official notice of issuance.

                  (c) Governmental Approvals. All authorizations, consents,
         orders, declarations or approvals of, or filings with, any Governmental
         Entity, which the failure to obtain, make or occur would have the
         effect of making the Exchange or any of the transactions contemplated
         hereby illegal or would have a Material Adverse Effect on either of PPR
         or Dakota (assuming the Exchange had taken place), shall have been
         obtained or shall have been made.

                  (d) Litigation. There shall not be instituted or pending any
         suit, action or proceeding by a Governmental Entity or any other person
         as a result of this Agreement or any of the transactions contemplated
         herein which would have a Material Adverse Effect on either PPR or
         Dakota (assuming for purposes of this paragraph (d) that the Exchange
         shall have occurred).

                  (e) No Order. No court or other Governmental Entity having
         jurisdiction over Dakota, DakBev, Dakota, LLC, or PPR, or any of their
         respective Subsidiaries, shall have enacted, issued, promulgated,
         enforced or entered any law, rule, regulation, executive order, decree,
         injunction or other order (whether temporary, preliminary or permanent)
         which is then in effect and has the effect of making this Agreement,
         the Exchange or any of the transactions contemplated hereby illegal.

                  (f) DakBev Merger. The Dakota Reorganization shall have been
         consummated in accordance with Article I hereof.


                                      B-43
<PAGE>

                  (g) Delta Acquisition. The transactions contemplated by the
         Exchange Agreement dated as of the date hereof among PPR, Delta and the
         Delta Stockholders (the "Delta Exchange Agreement"), to occur at or
         prior to the Closing shall have been consummated or shall be completed
         simultaneously with the completion of the Exchange, on substantially
         the terms set forth in the Delta Exchange Agreement without giving
         effect to any waiver or modification thereof.

                  (h) New Credit Facility. The New Credit Facility shall have
         been obtained.

                  (i) Metropolitan's Contribution to Dakota, LLC . Metropolitan
         shall have made a capital contribution in the form of common stock of
         PepsiCo to Dakota, LLC.

         Section 8.2 Conditions to Obligation of Dakota, LLC to Effect the
Exchange. The obligation of Dakota, LLC to effect the Exchange shall be subject
to the fulfillment at or prior to the Closing of the following additional
conditions, each of which may be waived by Dakota, LLC in writing:

                  (a) Performance of Obligations; Representations and
         Warranties. PPR shall have performed in all material respects each of
         its agreements contained in this Agreement required to be performed on
         or prior to the date of Closing, each of the representations and
         warranties of PPR contained in this Agreement that is qualified by
         materiality shall be true and correct on and as of the date of Closing
         as if made on and as of such date (other than representations and
         warranties which address matters only as of a certain date which shall
         be true and correct as of such certain date) and each of the
         representations and warranties that is not so qualified shall be true
         and correct in all material respects on and as of the date of Closing
         as if made on and as of such date (other than representations and
         warranties which address matters only as of a certain date which shall
         be true and correct in all material respects as of such certain date),
         in each case except as contemplated or permitted by this Agreement, and
         Dakota, LLC and Pohlad shall have received a certificate signed on
         behalf of PPR by its Chief Executive Officer and its Chief Financial
         Officer to such effect.

                  (b) Dakota, LLC and Pohlad shall have received an opinion of
         Willkie Farr & Gallagher, counsel to the PPR Special Committee, in form
         and substance reasonably satisfactory to Dakota, LLC and Pohlad, dated
         the date of Closing, subject to customary qualifications and
         limitations for opinions given in transactions of the kind contemplated
         hereby, to the effect that the PPR Class B Common Stock to be issued in
         the Exchange has been duly authorized, validly issued, is not subject
         to further assessment, and has been issued pursuant to applicable
         exemptions from registration under the Securities Act.

                  (c) The Registration Rights Agreement in the form attached
         hereto as Exhibit B shall have been executed and delivered to Pohlad
         Companies and Dakota, LLC by PPR.

                  (d) The consents, waivers, approvals and authorizations set
         forth on Schedule 8.2(e) hereto shall have been obtained.

                  (e) Tax Opinion. Pohlad and Dakota, LLC shall have received an
         opinion of Arthur Andersen LLP or another nationally recognized
         independent accountant at PPR's election (the "Accountant") in form and
         substance reasonably satisfactory to Pohlad and Dakota, LLC, dated the
         date of Closing, substantially to the effect that on the basis of
         facts, representations and assumptions set forth in such opinion which
         are consistent with the state of facts existing as of the date of
         Closing, for federal income tax purposes:


                                      B-44
<PAGE>

                           (i) The Exchange should qualify as a nontaxable
                  transfer of property by Pohlad and Dakota, LLC in exchange for
                  PPR Class B Common Stock under Section 351 of the Code.

                           (ii) No gain or loss should be recognized by Pohlad
                  and Dakota, LLC upon the exchange of the Dakota Stock or the
                  DakBev Membership Units solely for PPR Class B Common Stock
                  pursuant to the Exchange.

                           (iii) If Pohlad and/or Dakota receive only PPR Class
                  B Common Stock in the Exchange, such holder's basis in the PPR
                  Class B Common Stock received in the Exchange should be the
                  same as the basis of the Dakota Stock or DakBev Membership
                  Units surrendered in the Exchange reduced by any liabilities
                  assumed by PPR.

                           (iv) The holding period of the PPR Class B Common
                  Stock received by Pohlad and Dakota pursuant to the Exchange
                  should include the period during which the Dakota Stock and
                  DakBev Membership Units surrendered in the Exchange were held,
                  provided that Delta Stock or the DakBev Membership Units
                  surrendered were a capital asset on the date of the Exchange.

                  In rendering such opinion, the Accountant may receive and rely
         upon representations from PPR, Dakota, Pohlad and Dakota, LLC.

         Section 8.3 Conditions to Obligations of PPR to Effect the Exchange.
The obligations of PPR to effect the Exchange shall be subject to the
fulfillment at or prior to the date of Closing of the following additional
conditions, each of which may be waived by PPR in writing:

                  (a) Performance of Obligations; Representations and
         Warranties. Dakota, Dakota, LLC and Pohlad shall have performed in all
         material respects each of their agreements contained in this Agreement
         required to be performed by them on or prior to the date of Closing,
         each of the representations and warranties of Dakota, Dakota, LLC and
         Pohlad, contained in this Agreement that is qualified by materiality
         shall be true and correct on and as of the date of Closing as if made
         on and as of such date (other than representations and warranties which
         address matters only as of a certain date which shall be true and
         correct as of such certain date) and each of the representations and
         warranties that is not so qualified shall be true and correct in all
         material respects on and as of the date of Closing as if made on and as
         of such date (other than representations and warranties which address
         matters only as of a certain date which shall be true and correct in
         all material respects as of such certain date), in each case except as
         contemplated or permitted by this Agreement, and PPR shall have
         received certificates signed on behalf of Dakota, Dakota, LLC and
         Pohlad, by their respective Chief Executive Officers and Chief
         Financial Officers to such effect.

                  (b) PPR shall have received certificates of good standing from
         the Delaware Secretary of State of the State of Delaware for DakBev and
         Dakota, LLC, each dated within five days of the Closing.

                  (c) PPR shall have received certified copies of the
         Certificates of Formation of DakBev and the DakBev LLCs.

                  (d) The consents, waivers, approvals and authorizations set
         forth on Schedule 8.3(d) hereto shall have been obtained.


                                      B-45
<PAGE>

                  (e) PPR shall have received an opinion of counsel to Dakota,
         LLC, in form and substance reasonably satisfactory to PPR, dated the
         Closing Date, subject to customary qualifications, limitations and
         qualifications for opinions given in transactions of the kind
         contemplated hereby, to the effect that (i) DakBev is duly organized,
         validly existing and in good standing under the laws of Delaware, (ii)
         to the knowledge of counsel, immediately prior to the Closing, Dakota,
         LLC owned all of the DakBev Membership Units free and clear of any
         Encumbrances, (iii) the DakBev Merger was effected in accordance with
         applicable law and (iv) all of the DakBev Membership Units were duly
         authorized, validly issued and fully paid and non-assessable.

                  (f) Each of the representations and warranties of Delta
         contained in the Delta Exchange Agreement shall be true and correct in
         all material respects on and as of the date of Closing as if made on
         and as of such date (other than representations and warranties which
         address matters only as of a certain date which shall be true and
         correct as of such certain date) without respect to any waiver of or
         modification to such representations or warranties by the parties to
         the Delta Exchange Agreement.

                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

         Section 9.1 Termination. This Agreement may be terminated at any time
prior to the Closing, whether before or after any approval of the matters
presented in connection with the Exchange by the stockholders of PPR:

                  (a) by mutual written consent of PPR, Pohlad and Dakota.

                  (b) by PPR on the one hand, or Dakota or Pohlad on the other
         hand, if the other party shall have failed to comply in any material
         respect with any of its covenants or agreements contained in this
         Agreement required to be complied with prior to the date of such
         termination, which failure to comply has not been cured within five (5)
         business days following receipt by such breaching party of written
         notice of such failure to comply; provided, however, that if any such
         breach is curable by the breaching party through the exercise of the
         breaching party's best efforts and for so long as the breaching party
         shall be so using its best efforts to cure such breach, the
         non-breaching parties may not terminate this Agreement pursuant to this
         paragraph;

                  (c) by either PPR on the one hand, or Dakota or Pohlad on the
         other hand, if there has been (i) a breach by the other party of any
         representation or warranty that is not qualified as to materiality
         which has the effect of making such representation or warranty not true
         and correct in all material respects or (ii) a breach by the other
         party of any representation or warranty that is qualified as to
         materiality, in each case which breach has not been cured within five
         (5) business days following receipt by the breaching party of written
         notice of the breach or except as contemplated or permitted by this
         Agreement; provided, however, that if any such breach is curable by the
         breaching party through the exercise of the breaching party's best
         efforts and for so long as the breaching party shall be so using its
         best efforts to cure such breach, the non-breaching party may not
         terminate this Agreement pursuant to this paragraph;

                  (d) by PPR on the one hand, or Dakota or Pohlad on the other
         hand, if the Exchange has not been effected on or prior to the close of
         business on November 30, 1999 (the "Termination


                                      B-46
<PAGE>

         Date"); provided, however, that the right to terminate this Agreement
         pursuant to this Section 9.1(d) shall not be available to any party
         whose failure to fulfill any of its obligations contained in this
         Agreement has been the cause of, or resulted in, the failure of the
         Exchange to have occurred on or prior to the aforesaid date;

                  (e) by PPR on the one hand, or Dakota or Pohlad on the other
         hand, if the stockholders of PPR do not approve this Agreement and the
         transactions contemplated hereby, including the Share Issuance, the
         Exchange and the PPR Charter Amendment at the PPR Stockholder Meeting
         or any adjournment or postponement thereof; or

                  (f) by PPR on the one hand, or Dakota or Pohlad on the other
         hand, if: (i) there shall be a final, non-appealable order of a federal
         or state court in effect preventing consummation of the transactions
         contemplated hereby; or (ii) there shall be any final action taken, or
         any statute, rule, regulation or order enacted, promulgated or issued
         or deemed applicable to the transactions contemplated hereby by any
         Governmental Entity which would make consummation of the transactions
         contemplated hereby illegal.

         The right of any party hereto to terminate this Agreement pursuant to
this Section 9.1 shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any party hereto, any person
controlling any such party or any of their respective officers or directors,
whether prior to or after the execution of this Agreement.

         Section 9.2 Effect of Termination. In the event of termination of this
Agreement by either PPR, Dakota or Pohlad as provided in Section 9.1, this
Agreement shall forthwith terminate and there shall be no liability hereunder on
the part of Dakota, Pohlad, DakBev, Dakota, LLC, PPR, or their respective
officers, managers or directors (except for the entirety of Section 7.6, which
shall survive the termination); provided, however, that nothing contained in
this Section 9.2 shall relieve any party hereto from any liability for any
willful breach of a representation or warranty contained in this Agreement or
the breach of any covenant contained in this Agreement; provided, further, that
in addition to any other remedies available to any party under this Agreement or
at law or in equity, in the event that the Exchange does not occur as a direct
result of breach of this Agreement by a party hereto, the breaching party shall
be responsible for all costs and expenses incurred in connection with the
transactions contemplated hereby by the non-breaching party, including, but not
limited to, the fees and disbursements of all legal, accounting, financial and
other advisers.

         Section 9.3 Amendment. This Agreement may be amended by the parties
hereto at any time before or after approval of the matters presented in
connection with the Exchange by the stockholders of PPR, but, after any such
approval, no amendment shall be made which by law requires further approval by
such stockholders without such further approval. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.

         Section 9.4 Waiver. At any time prior to the Closing, the parties
hereto may (i) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (iii) waive compliance with any of the agreements or
conditions contained herein which may legally be waived. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in an instrument in writing signed on behalf of such party.


                                      B-47
<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

         Section 10.1 Non-Survival of Representations, Warranties and
Agreements. The representations, warranties and agreements in this Agreement or
in any instrument delivered pursuant to this Agreement shall terminate at the
Closing or upon the termination of this Agreement pursuant to Section 8.1, as
the case may be, and no claim for breach of any such representation, warranty or
agreement may be made after Closing or termination of this Agreement, as the
case may be, except that (i) Article II shall survive the Closing; (ii) the
representations and warranties of PPR set forth in Sections 3.1, 3.2, 3.3 and
3.4, and the representations and warranties of Pohlad set forth in Sections 5.1
- - 5.7 shall survive the Closing indefinitely; and (iii) the agreements set forth
in Sections 7.3, 7.5, 7.6, 7.8, 7.10, 7.12 and 7.13 and this Article IX shall
survive the Closing, and those set forth in Sections 7.8 and 9.2 and this
Article IX shall survive termination.

         Section 10.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when delivered personally, one day
after being delivered to an overnight courier or when telecopied (with a
confirmatory copy sent by overnight courier) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

         (a)      if to PPR, to:         Pepsi-Cola Puerto Rico Bottling Company
                                         P.O. Box 191709
                                         Carr. 865 km 0.4
                                         Barrio Candelaria Arenas
                                         Toa Baja, PR  00949
                                         Attn: President

                  with a copy to:        Willkie Farr & Gallagher
                                         787 Seventh Avenue
                                         New York, NY  10019-6099
                                         Attn:    Christopher E. Manno, Esq.

         (b)      if to Dakota, to       Dakota Beverage Company, Inc.
                                         3800 Dain Rauscher Plaza
                                         Minneapolis, MN  55402
                                         Attn:    President

                  with a copy to:        Briggs and Morgan, P.A.
                                         2400 IDS Center
                                         80 South Eight Street
                                         Minneapolis, MN  55402
                                         Attn:    Brian D. Wenger, Esq.

         (c)      If to Pohlad, to:      Pohlad Companies
                                         3880 Dain Rauscher Plaza
                                         60 South Sixth Street
                                         Minneapolis, MN 55402
                                         Attn:  Robert C. Pohlad


                                      B-48
<PAGE>

         (d)      And, in all cases, a copy to:

                                         Briggs and Morgan, P.A.
                                         2400 IDS Center
                                         80 South Eighth Street
                                         Minneapolis, MN 55402
                                         Attn:    Brian D. Wenger, Esq.

         Section 10.3 Interpretation. When a reference is made in this Agreement
to a Section or Article, such reference shall be to a Section or Article of this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

         Section 10.4 Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

         Section 10.5 Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder, except as set
forth in Section 7.10.

         Section 10.6 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
THEREOF.

         Section 10.7 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties. This Agreement shall inure to the benefit of, and
shall be binding upon, the successors and permitted assigns of the parties
hereto.

         Section 10.8 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated hereby are not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated by this Agreement may be consummated as
originally contemplated to the fullest extent possible.

         Section 10.9 Enforcement of this Agreement. The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, such remedy being in addition to
any other remedy to which any party is entitled under this Agreement at law or
in equity. Each party hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the


                                      B-49
<PAGE>

United States District Court located in the State of Delaware (unless such
courts assert no jurisdiction, in which case each party consents to the
exclusive jurisdiction of the courts of the State of Delaware) for any actions,
suits or proceedings arising out of or relating to this Agreement and the
transactions contemplated hereby (and each party hereto agrees not to commence
any action, suit or proceeding relating thereto except in such courts), and
further agrees that service of any process, summons, notice or document by U.S.
registered mail to the addresses set forth herein shall be effective service of
process for any such action, suit or proceeding brought against the each party
in such court. Each party hereto hereby irrevocably and unconditionally waives
any objection to the laying of venue of any action, suit or proceeding arising
out of this Agreement or the transactions contemplated hereby, in the United
States District Courts located in the State of Delaware (unless such courts
assert no jurisdiction, in which case each party consents to the exclusive
jurisdiction of the courts of the State of Delaware). Each party hereby further
irrevocably and unconditionally waives and agrees not to plead or to claim in
any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.

         Section 10.10 Rule of Construction. The parties acknowledge and agree
that each has negotiated and reviewed the terms of this Agreement, assisted by
such counsel as they desired, and has contributed to its revisions. The parties
further agree that the rule of construction that any ambiguities are resolved
against the drafting party will be subordinated to the principle that the terms
and provisions of this Agreement will be construed fairly as to all parties and
not in favor of or against any party.

         Section 10.11 Cooperation. Each of the parties to this Agreement agrees
to execute and deliver, without requirement of additional consideration, such
other or additional documents, instruments, agreements or consents necessary to
effectuate the foregoing transaction.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                                      B-50
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed or have caused
this Agreement to be executed by their respective duly authorized officers all
as of the date first written above.


                                         PEPSI-COLA PUERTO RICO BOTTLING
                                         COMPANY

                                         By: /s/ John F. Bierbaum
                                             -----------------------------------
                                             Name:  John F. Bierbaum
                                             Title: Vice President and Chief
                                                    Financial Officer


                                         DAKOTA BEVERAGE COMPANY, INC.

                                         By: /s/ Robert C. Pohlad
                                             -----------------------------------
                                             Name:  Robert C. Pohlad
                                             Title: Executive Vice President and
                                                    Chief Executive Officer


                                         POHLAD COMPANIES

                                         By: /s/ Robert C. Pohlad
                                             -----------------------------------
                                             Name:  Robert C. Pohlad
                                             Title:   President



                                      B-51

<PAGE>

                                                                       EXHIBIT C

                                VOTING AGREEMENT


         VOTING AGREEMENT (this "Agreement"), dated as of June 28, 1999, by and
among Pepsi-Cola Puerto Rico Bottling Company, a Delaware corporation ("PPR")
and P-PR Transfer, LLP, a Delaware limited liability partnership ("P-PRT").

                              W I T N E S S E T H:

         WHEREAS, concurrently with the execution and delivery of this
Agreement, PPR, Delta Beverage Group, Inc., a Delaware corporation ("Delta") and
the stockholders of Delta named therein have entered into an Exchange Agreement,
dated as of June 28, 1999 (as such agreement may hereafter be amended from time
to time, the "Delta Exchange Agreement"), pursuant to which, among other things,
PPR will issue shares of Class B Common Stock, par value $.01 per share, of PPR
("PPR Class B Common Stock") in exchange for shares of Delta common stock held
by the Delta stockholders;

         WHEREAS, concurrently with the execution and delivery of this Agreement
and the Delta Exchange Agreement, PPR, Dakota Beverage Company, Inc. and Pohlad
Companies have entered into an Exchange Agreement, dated as of June 28, 1999 (as
such agreement may hereafter be amended from time to time, the "Dakota Exchange
Agreement", and together with the Delta Exchange Agreement, the "Exchange
Agreements"), pursuant to which, among other things, PPR will issue shares of
PPR Class B Common Stock in exchange for membership interests in DakBev, LLC, a
Delaware limited liability company;

         WHEREAS, P-PRT is the owner, beneficially and of record, and has the
sole right to vote and dispose of 4,000,000 shares of PPR Class A Common Stock
("PPR Class A Common Stock") and 6,329,000 shares of PPR Class B Common Stock
(and together with the PPR Class A Common Stock, "PPR Stock") (all PPR Stock
owned by P-PRT, the "Owned Shares"); and

         WHEREAS, as an inducement and a condition to its entering into the
Exchange Agreements and incurring the obligations set forth therein, PPR has
required that P-PRT enter into this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained herein
and in the Exchange Agreements, the parties hereto, intending to be legally
bound hereby, agree as follows:

         1. Certain Definitions. Capitalized terms not defined herein have the
respective meanings ascribed to them in the Exchange Agreements. In addition,
for purposes of this Agreement:

         "Affiliate" means, with respect to any specified Person, any Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified.

         "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned by
all Affiliates of such Person and all other Persons with whom


                                       C-1
<PAGE>

such Person would constitute a "group" within the meaning of Section 13(d) of
the Exchange Act and the rules promulgated thereunder.

         "Person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity.

         "Representative" means, with respect to any Person, such Person's
officers, directors, employees, agents and representatives (including any
investment banker, financial advisor, agent, representative or expert retained
by or acting on behalf of such Person or its subsidiaries).

         "Transfer" means, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
other disposition, and each option, agreement, arrangement or understanding,
whether or not in writing, to effect any of the foregoing. As a verb, "Transfer"
shall have a correlative meaning.

         2. Voting of Owned Shares; Proxy. (a) During the period commencing on
the date hereof and continuing until the earlier of (x) the Closing and (y) the
termination of the Exchange Agreements in accordance with their terms (such
period being referred to as the "Voting Period"), at any meeting (whether annual
or special, and whether or not an adjourned or postponed meeting) of PPR's
stockholders, however called, or in connection with any written consent of PPR's
stockholders, subject to the absence of a preliminary or permanent injunction or
other final order by any United States federal, state or foreign court barring
such action, P-PRT shall vote (or cause to be voted) all of its Owned Shares:

         (a)      in favor of the issuance of PPR Class B Common Stock pursuant
                  to the Exchange Agreements;

         (b)      in favor of each of the other actions contemplated by the
                  Exchange Agreements and this Agreement and any actions
                  required in furtherance thereof and hereof;

         (c)      in favor of the amendment to the Certificate of Incorporation
                  of PPR to increase the authorized shares of capital stock of
                  PPR required to effect the issuances pursuant to the Exchange
                  Agreements;

         (d)      in favor of the amendment to the Certificate of Incorporation
                  of PPR to change the name of PPR; and

         (e)      against any action or agreement that would (A) result in a
breach of any covenant, representation or warranty or any other obligation or
agreement under the Exchange Agreements or of P-PRT under this Agreement or (B)
impede, interfere with, delay, postpone, or adversely affect the Exchange or the
transactions contemplated by the Exchange Agreements or hereby.

                  (b) IRREVOCABLE PROXY. P-PRT HEREBY GRANTS TO, AND APPOINTS
ROBERT POHLAD AND JOHN BIERBAUM IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF
PPR, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PPR,
AND ANY OTHER DESIGNEE OF PPR, EACH OF THEM INDIVIDUALLY, P-PRT's IRREVOCABLE
(UNTIL THE END OF THE VOTING PERIOD) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER
OF SUBSTITUTION) TO VOTE THE OWNED SHARES OF P-PRT AS INDICATED IN SECTION 2(a)
ABOVE. P-PRT INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE END OF THE VOTING
PERIOD) COUPLED WITH AN INTEREST AND SHALL TAKE


                                       C-2
<PAGE>

SUCH FURTHER ACTIONS AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY
GRANTED BY P-PRT WITH RESPECT TO THE OWNED SHARES.

         3. Restrictions on Transfer, Other Proxies. P-PRT shall not, until the
expiration of the Voting Period, directly or indirectly: (i) Transfer to any
Person any or all of its Owned Shares other than to Dakota LLC immediately prior
to the Closing; (ii) except as provided in Section 2(b), grant any proxies or
powers of attorney, deposit any Owned Shares into a voting trust or enter into a
voting agreement, understanding or arrangement with respect to such Owned
Shares; or (iii) take any action that would make any representation or warranty
of P-PRT contained herein untrue or incorrect or would result in a breach by
P-PRT of its obligations under this Agreement or a breach by PPR of its
obligations under the Exchange Agreements.

         4. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of PPR affecting the PPR Stock, or the acquisition of additional
shares of PPR Stock or other securities or rights of PPR by P-PRT, the number of
Owned Shares shall be adjusted appropriately, and this Agreement and the
obligations hereunder shall attach to any additional PPR Stock or other
securities or rights of PPR issued to or acquired by P-PRT.

         5. Representations and Warranties of P-PRT. P-PRT hereby represents,
warrants and covenants as follows:

                  (1) Due Authorization, Etc. P-PRT has all necessary power and
authority to enter into and perform this Agreement and perform its obligations
hereunder, and no other proceedings or actions on the part of P-PRT is necessary
to authorize the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby. P-PRT currently has good,
valid and marketable title to the Owned Shares, free and clear of all security
interests, liens, claims, charges, encumbrances, equities and options of any
nature whatsoever, and with no restriction on the voting rights pertaining
thereto. P-PRT further warrants that there are no outstanding options, warrants
or rights to purchase or acquire, or agreements relating to, any of the Owned
Shares.

                  (2) Enforceability. This Agreement constitutes a valid and
binding agreement of P-PRT, enforceable against P-PRT in accordance with its
terms. Neither the execution and delivery of this Agreement by P-PRT nor the
consummation by P-PRT of the transactions contemplated hereby shall conflict
with or constitute a violation of or default under any contract, commitment,
agreement, arrangement or restriction of any kind to which P-PRT is a party or
by which P-PRT is bound.

                  (3) Voting Rights. Except as provided in Section 2(b) hereof,
P-PRT has sole power to vote and to dispose of the Owned Shares, and sole power
to issue instructions with respect to the Owned Shares to the extent appropriate
in respect of the matters set forth in this Agreement, sole power to demand
appraisal rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Owned Shares, with no
limitations, qualifications, or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.

                  (4) No Filings. No filing with, and no permit, authorization,
consent or approval of, any state or federal governmental body or authority is
necessary for the execution of this Agreement by P-PRT and the consummation by
P-PRT of the transactions contemplated hereby, and none of the execution and
delivery of this Agreement by P-PRT, the consummation by P-PRT of the
transactions contemplated hereby or compliance by P-PRT with any of the
provisions hereof shall (A) conflict with or result in any breach of the
organizational documents of P-PRT, (B) result in a violation or breach of, or
constitute (with or without


                                       C-3
<PAGE>

notice or lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or acceleration) under
any of the terms, conditions or provisions of any note, loan agreement, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which P-PRT is a
party or by which P-PRT or any of its properties or assets (including the Owned
Shares) may be bound, or (C) violate any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to P-PRT or any of its
properties or assets.

                  (5) Reliance. P-PRT understands and acknowledges that PPR is
entering into the Exchange Agreements, and is incurring the obligations set
forth therein, in reliance upon P-PRT's execution and delivery of this
Agreement.

         6. Representations and Warranties of PPR. PPR hereby represents,
warrants and covenants to P-PRT as follows:

                  (1) Due Authorization, Etc. PPR has all necessary power and
authority to enter into and perform this Agreement and perform its obligations
hereunder, and no other proceedings or actions on the part of PPR is necessary
to authorize the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.

                  (2) Enforceability. This Agreement constitutes a valid and
binding agreement of PPR, enforceable against PPR in accordance with its terms.
Neither the execution and delivery of this Agreement by PPR nor the consummation
by PPR of the transactions contemplated hereby shall conflict with or constitute
a violation of or default under any contract, commitment, agreement, arrangement
or restriction of any kind to which PPR is a party or by which PPR is bound.

                  (3) No Filings. Except for filings, authorizations, consents
and approvals as may be required under the Exchange Agreements, (i) no filing
with, and no permit, authorization, consent or approval of, any state or federal
public body or authority is necessary for the execution of this Agreement by PPR
and the consummation by PPR of the transactions contemplated hereby and (ii)
none of the execution and delivery of this Agreement by PPR, the consummation by
PPR of the transactions contemplated hereby or compliance by PPR with any of the
provisions hereof shall (A) conflict with or result in any breach of the
Certificate of Incorporation or By-laws of PPR, or (B) result in a violation or
breach of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination, cancellation,
material modification or acceleration) under any of the terms, conditions or
provisions of any note, loan agreement, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which PPR is a party or by which PPR or any of its
properties or assets may be bound, or violate any order, writ, injunction,
decree, judgment, statute, rule or regulation applicable to PPR or any of its
respective properties or assets.

         7. Certain Covenants.

                  (1) No Sale. P-PRT shall not sell, transfer, assign, pledge,
hypothecate or otherwise dispose of or limit its right to vote in any manner any
of the Owned Shares which are the subject matter of this Agreement except
pursuant to the terms hereof.

                  (2) Further Assurances. From time to time, at the other
party's request and without further consideration, each party hereto shall
execute and deliver such additional documents and take all such further lawful
action as may be necessary or desirable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this
Agreement.


                                       C-4
<PAGE>

         8. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in any Delaware State court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit itself (without
making such submission exclusive) to the personal jurisdiction of any federal
court located in the State of Delaware or any Delaware State court in the event
any dispute arises out of this Agreement or any of the transactions contemplated
by this Agreement and (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court.

         9. Miscellaneous.

                  (1) Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned or delegated, in
whole or in part, by operation of law or otherwise, by any of the parties hereto
without the prior written consent of the other parties, except that PPR may
assign its rights and obligations, in whole or in part, to any of its
Affiliates, but no such assignment shall relieve PPR of its obligations
hereunder if such assignee does not perform such obligations. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.

                  (2) Amendments. This Agreement may be amended, modified, or
supplemented only by a written agreement among each of the parties hereto.

                  (3) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, by facsimile, receipt confirmed, or on the next business day when
sent by overnight courier or on the second succeeding business day when sent by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified by like notice):

                  if to PPR, to

                  Pepsi-Cola Puerto Rico Bottling Company
                  P.O. Box 191709
                  Carr. 865 km 0.4
                  Barrio Candelaria Arenas
                  Toa Baja, PR  00949
                  Attn:    President

                  with a copy to:

                  Willkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10019
                  Attn:  Christopher E. Manno, Esq.
                  Fax:       (212) 728-8111

                  and



                                       C-5
<PAGE>

                  (ii)     if to P-PRT, to

                  Pohlad Companies
                  3880 Dain Rauscher Plaza
                  60 South Sixth Street
                  Minneapolis, MN 55402
                  Attn:    Robert C. Pohlad

                  with a copy to:

                  Briggs and Morgan, P.A.
                  2400 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Attn:    Brian D. Wenger, Esq.

                  (4) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE INTERNAL LAWS OF, THE STATE OF DELAWARE.

                  (5) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (6) Interpretation. When a reference is made in this Agreement
to a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation."

                  (7) Entire Agreement; No Third-Party Beneficiaries. This
Agreement and the Exchange Agreements (together with the other documents and
instruments referred to in the Exchange Agreements, and the exhibits and
disclosure schedules thereto) (a) constitute the entire agreement and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter of this Agreement and, (b) are not
intended to confer upon any person other than the parties hereto any rights or
remedies.

                  (8) Severability. In case any provision in this Agreement
shall be held invalid, illegal or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to
the extent necessary to render the same valid, legal and enforceable, and the
validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby nor shall the validity, legality
or enforceability of such provision be affected thereby in any other
jurisdiction.



                                       C-6
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto on the date first above written.


                                             PEPSI-COLA PUERTO RICO BOTTLING
                                             COMPANY


                                             By: /s/ John F. Bierbaum
                                                 -------------------------------
                                                 Its: Vice President and
                                                      --------------------------
                                                      Chief Financial Officer
                                                      --------------------------


                                             P-PR TRANSFER, LLP


                                             By: /s/ Robert C. Pohlad
                                                 -------------------------------
                                                 Its: President
                                                      --------------------------



                                       C-7

<PAGE>

                                                                       EXHIBIT D


                                POHLAD COMPANIES


                            3880 Dain Rauscher Plaza
                              60 South Sixth Street
                              Minneapolis, MN 55402




June 24, 1999


William Hollyer
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577

         Re:  Delta Exchange Agreement and Dakota Exchange Agreement

Dear Bill:

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/ Robert C. Pohlad
                                                      --------------------------
                                                      Robert C. Pohlad



                                       D-1


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