1 EXHIBIT 1.2 WHITMAN CORPORATION Medium-Term Notes, Series C DISTRIBUTION AGREEMENTDistribution Agreement • May 9th, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Illinois
THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEEFirst Supplemental Indenture • August 17th, 1999 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Illinois
PAGE ---- ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBMerger Agreement • August 23rd, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
andRights Agreement • May 25th, 1999 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
5/21/99 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT dated ______________, among WHITMAN CORPORATION, a Delaware corporation (the "Company"), PEPSI-COLA GENERAL BOTTLERS, INC., a Delaware corporation ("Pepsi General"), and...Change in Control Agreement • August 17th, 1999 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Illinois
R E C I T A L SRights Agreement • August 23rd, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
DEBT SECURITIESUnderwriting Agreement • May 9th, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Illinois
Page ---- ARTICLE I CERTAIN DEFINITIONS Section 1.1. Certain Definitions............................................................ 1 ARTICLE II REPRESENTATIONS AND WARRANTIESShareholder Agreement • December 1st, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
EXHIBIT 4.4 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT (this "Amendment"), dated as of August 18, 2000, to the Rights Agreement (the "Rights Agreement"), dated as of May 20, 1999, by and between Whitman Corporation, a Delaware corporation (the...Rights Agreement • September 22nd, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIESShareholder Agreement • December 1st, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
RECITALSVoting Agreement • August 23rd, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters • Delaware
PEPSIAMERICAS, INC. Medium-Term Notes, Series DISTRIBUTION AGREEMENTDistribution Agreement • August 22nd, 2003 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
price of the specified index, indices and the face amount of the Indexed Note and certain additional tax considerations will be described in the applicable Pricing Supplement.
FIVE YEAR CREDIT AGREEMENTCredit Agreement • December 10th, 2004 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
PEPSIAMERICAS, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as syndication agent, BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC. as joint lead arrangers, and CITICORP USA, INC. (“CUSA”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
FIVE YEAR CREDIT AGREEMENTCredit Agreement • June 8th, 2006 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
PEPSIAMERICAS, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as syndication agent, BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers, and CITIBANK, N.A. (“Citibank”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
Exhibit 10.19 MASTER BOTTLING AGREEMENTMaster Bottling Agreement • March 25th, 2002 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
PEPSIAMERICAS, INC. DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.
PEPSIAMERICAS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2009 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
PepsiAmericas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (collectively, the “Representative”), $350,000,000 aggregate principal amount of its 4.375% Notes due 2014 (the “Securities”). The Securities will be issued under an indenture, dated as of August 15, 2003 (as amended or supplemented with respect to such Securities, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
Between PEPSICO, INC. andMaster Fountain Syrup Agreement • March 25th, 2002 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York
FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 17th, 1999 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters
Page ARTICLE I Definitions 1 1.01 “Accounting Period” 1 1.02 “Accounts” 1 1.03 “Accrued Benefit” 3 1.04 “Administrative Committee” 3 1.05 “Administrative Services Agreement” 3 1.06 “Administrator” 3 1.07 “Alternate Payee” 4 1.08 “Appendix” 4 1.09...Salaried 401(k) Plan • February 22nd, 2010 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
The following sections of this Article I provide basic definitions of terms used throughout the Plan, and whenever used herein in a capitalized form, except as otherwise expressly provided, the terms shall be deemed to have the following meanings:
AGREEMENT BETWEEN THE SHAREHOLDERS OF SANDORA HOLDINGS B.V. 14, AUGUST 2007Shareholder Agreement • March 4th, 2009 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
This agreement (the “Agreement”) is concluded this 14th day of August 2007 between PAS Luxembourg s.a.r.l. (“PAS LuxCo”) and Linkbay Limited, (“PepsiCo Cyprus”) (each a “Shareholder” and, collectively, the “Shareholders”) and Sandora Holdings B.V. (“the Company”).
AGREEMENT For the sale and purchase of participation interests in LIMITED LIABILITY COMPANY “SANDORA” Between IGOR YEVGENOVYCH BEZZUB RAIMONDAS TUMENAS as Sellers and PEPSIAMERICAS, INC. and PEPSICO, INC. as BuyersSale and Purchase Agreement • August 3rd, 2007 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
17 AUGUST 2007 SERGIY OLEKSANDROVYCH SYPKO OLENA MYKHAILIVNA SYPKO OLEKSIY SERGIYOVICH SYPKO ANDRIY SERGIYOVICH SYPKO and PEPSIAMERICAS, INC. and PEPSICO, INC. AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO THE AGREEMENT FOR THE SALE AND PURCHASE OF...Amendment and Restatement Agreement • November 1st, 2007 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
RESTRICTED STOCK AWARDRestricted Stock Award Agreement • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
RESTRICTED STOCK AWARD AGREEMENT dated as of , between PepsiAmericas, Inc., a Delaware corporation (the “Corporation”), and (Employee Name), an employee of the Corporation or one of its subsidiaries (the “Employee”).
1 EXHIBIT 10b NONQUALIFIED STOCK OPTION NONQUALIFIED STOCK OPTION AGREEMENT dated as of ______________________, between WHITMAN CORPORATION, a Delaware corporation (the "Corporation"), and _____________________, an employee of the Corporation or one...Nonqualified Stock Option Agreement • August 17th, 1999 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters
November 30, 2000 Mr. Larry D. Young Re: Employment Letter Agreement Dear Larry: Based on the events as they have transpired subsequent to the execution of the Agreement and Plan of Merger dated as of August 18, 2000, among the Company, Anchor Merger...Employment Letter Agreement • March 27th, 2001 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
Exhibit 10o January 1, 2000 Mr. Charles H. Connolly Dear Chuck: This Letter Agreement amends and supplements the Change in Control Agreement dated November 17, 1995 ("Agreement") between Whitman Corporation and you, and the Letter Agreement...Change in Control Agreement • March 15th, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters
December 12, 2001 Dr. Archie R. Dykes Chairman Capital City Holdings Inc. Rivergate Executive Park 907 Two Mile Parkway Suite D-5 Goodlettsville, TN 37072 Dear Archie: You and PepsiAmericas, Inc. (f/k/a Whitman Corporation) (the "Company") entered...Chairman Service Agreement • March 25th, 2002 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT BY AND BETWEEN THE CENTRAL AMERICA BOTTLING CORPORATION AND PEPSIAMERICAS, INC. Dated as of May 16, 2009Subscription and Share Exchange Agreement • May 18th, 2009 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • Florida
This SUBSCRIPTION AND SHARE EXCHANGE AGREEMENT, dated as of May 16, 2009 (this “Agreement”), is made by and between PepsiAmericas, Inc., a corporation organized and existing under the laws of the State of Delaware (“PAS”), The Central America Bottling Corporation, a corporation organized and existing under the laws of the British Virgin Islands (the “Company”).
PEPSIAMERICAS, INC. DEBT SECURITIES TERMS AGREEMENTTerms Agreement • May 17th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
On behalf of the several Underwriters named in the table below (“Underwriters”) and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement dated May 11, 2005 between PepsiAmericas, Inc. (“Company”) and the Underwriters (“Underwriting Agreement”), $250,000,000 aggregate principal amount of its 5.00% Notes due 2017 (the “2017 Notes”) and $250,000,000 aggregate principal amount of its 5.50% Notes due 2035 (the “2035 Notes”, and together with the “2017 Notes”, the “Securities”) in the respective amounts set forth below opposite their respective names at the respective purchase prices set forth below.
STOCK PURCHASE AGREEMENT BY AND AMONG PEPSIAMERICAS, INC., CENTRAL INVESTMENT CORPORATION, SHAREHOLDERS OF CENTRAL INVESTMENT CORPORATION, CENTRAL INVESTMENT LLC, AND CIC HOLDING LLC DATED AS OF DECEMBER 15, 2004Stock Purchase Agreement • December 17th, 2004 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • Ohio
This Stock Purchase Agreement (“Agreement”) is made as of December 15, 2004, by and among PepsiAmericas, Inc., a Delaware corporation (“PAS”), Central Investment Corporation, an Ohio corporation (“CIC”), the Shareholders of CIC set forth on the signature page of this Agreement (individually, each a “Shareholder” and collectively, “Shareholders”), CIC Holding LLC, an Ohio limited liability company (“Holding Company”), and Central Investment LLC, an Ohio limited liability company.
SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT BY AND BETWEEN PEPSIAMERICAS, INC., A DELAWARE CORPORATION, AND PEPSICO, INC., A NORTH CAROLINA CORPORATION DATED AS OF SEPTEMBER 6, 2005Shareholder Agreement • September 7th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • Delaware
SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT, dated as of September 6, 2005 (this “Agreement”), by and between PepsiAmericas, Inc., a Delaware corporation (the “Company”), and PepsiCo, Inc., a North Carolina corporation (the “Shareholder”).
10b5-1 Repurchase PlanRepurchase Plan • September 7th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters
Repurchase Plan, dated September 6, 2005 (this “Repurchase Plan”), between PepsiAmericas, Inc. (the “Issuer”) and Citigroup Global Markets, Inc. (“CGMI”).
EXHIBIT 4.5 WHITMAN CORPORATION FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENT dated as of _______, 2000, between WHITMAN CORPORATION, a Delaware corporation (the "Corporation"), and ___________ an employee of the...Non-Qualified Stock Option Agreement • May 12th, 2000 • Whitman Corp/New/ • Bottled & canned soft drinks & carbonated waters
EXHIBIT H REDEMPTION AGREEMENTRedemption Agreement • December 3rd, 2002 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • Delaware
REDEMPTION AGREEMENT, dated as of November 27, 2002, by and among DAKOTA HOLDINGS, LLC, a Delaware limited liability company (the “Company”), BEVERAGE INVESTMENT, LLC, a Minnesota limited liability company (“Beverage Investment”), MIDWEST BEVERAGE HOLDINGS, LLC, a Minnesota limited liability company (“Midwest”), POHLAD COMPANIES, a Minnesota corporation (“Pohlad” referred to collectively w/Beverage Investment and Midwest as the “Pohlad Entities”), PEPSI-COLA METROPOLITAN BOTTLING COMPANY, a New Jersey corporation (“Metro”), BEVERAGES, FOOD & SERVICE INDUSTRIES, INC., a Delaware corporation, (“BFSI”), and PEPSICO, INC., a North Carolina corporation (“Pepsi” referred to collectively with Metro and BFSI as the “Pepsi Entities”). Capitalized terms not defined herein shall have the meaning ascribed to them in the LLC Agreement (defined below).
