PepsiCo, Inc.

EXHIBIT 10.1

May 2, 2007

Citibank, N.A.

    As Agent

Two Penns Way

New Castle, Delaware 19720

Attention: Bank Loan Syndications

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 2.06(b) of the Credit Agreement, the Lender named below hereby notifies the Agent as follows:

The Lender named below desires to extend the Termination Date with respect to its Commitment for a period of one year, to May 22, 2012.

This notice and consent is subject in all respects to the terms of the Credit Agreement, is irrevocable and shall be effective only if received by the Agent no later than May 2, 2007.

Very truly yours,