EX-10.1: AMENDMENT TO THE FIVE-YEAR CREDIT AGREEMENT

Exhibit 10.1

July 19, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increase to its Commitment by $100,000,000 (for an aggregate maximum Commitment of not more than $400,000,000).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		Citibank, N.A.
		By:		/s/ Carolyn Kee
		Name:		Carolyn Kee
		Title:		Authorized Signatory

June 6, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below agrees to increase its Commitment by $100 million (for an aggregate maximum Commitment of not more than $400 million).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		JPMorgan Chase Bank, N.A.
		By:		/s/ Thomas T. Hou
		Name:		Thomas T. Hou
		Title:		Executive Director

June 19, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increase to its Commitment by $50,000,000 (for an aggregate maximum Commitment of not more than $200,000,000).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		HSBC Bank USA, NA
		By:		/s/ Thomas A. Foley
		Name:		Thomas A. Foley
		Title:		Senior Vice President

July 2, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increase to its Commitment by $50,000,000.00 (for an aggregate maximum Commitment of not more than $200,000,000.00).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		Merrill Lynch Bank USA
		By: Name:		/s/ Louis Alder   Louis Alder
		Title:		Director

July 3, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increase to its Commitment by $50,000,000 for an aggregate maximum Commitment of not more than $200,000,000.

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		Morgan Stanley Bank
		By: Name:		/s/ Daniel Twenge   Daniel Twenge
		Title:		Authorized Signatory

July 18, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increases its Commitment by $50 million (for an aggregate maximum Commitment of not more than $200 million).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		UBS Loan Finance LLC
		By:		/s/ Irja R. Otsa
		Name:		Irja R. Otsa
		Title:		Associate Director
		By:		/s/ David D. Julie
		Name:		David D. Julie
		Title:		Associate Director

July 12, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increases its Commitment by $34,000,000 (for an aggregate maximum Commitment of not more than $134,000,000).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		Banco Bilbao Vizcaya Argentaria S.A.
		By: Name:		/s/ Emilio de las Heras   Emilio de las Heras
		Title:		Head of New York
		By: Name:		/s/ John Martini   John Martini
		Title:		Vice President

July 20, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below increase to its Commitment by $33,333,333 (for an aggregate maximum Commitment of not more than $133,333,333).

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		Bank of America, N.A.
		By: Name:		/s/ David L. Catherall   David L. Catherall
		Title:		Senior Vice President

July 25, 2007

Citibank, N.A.,
390 Greenwich
New York, NY 10013
Fax: (646)  ###-###-####

Attention: Nikhil Arora

PepsiCo, Inc.

Ladies and Gentlemen:

     Reference is made to the Five-Year Credit Agreement, dated as of May 22, 2006 (as amended or modified from time to time, the “Credit Agreement,” terms defined therein and not otherwise defined herein being used herein as defined therein), among PepsiCo, Inc., a North Carolina corporation (the “Company”), the Lenders (as defined in the Credit Agreement) parties thereto, Citibank, N.A., as agent for the Lenders (the “Agent”), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers, and JPMorgan Chase Bank, N.A., as syndication agent. Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein.

     Pursuant to Section 2.05(c)(iv) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below does consent increase to its Commitment by $33,333,333.33 to an aggregate maximum Commitment of not more than $133,333,333.33.

     This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effectively only if received by the Agent no later than July 25, 2007.

		Very truly yours,
		The Bank of New York
		By: Name:		/s/ Donald G. Cassidy, Jr.   Donald G. Cassidy, Jr.
		Title:		Vice President