Delta Beverage Group Inc – PARENT STOCKHOLDER VOTING AGREEMENT (August 24th, 2000)PARENT STOCKHOLDER VOTING AGREEMENT VOTING AGREEMENT, dated as of August 18, 2000 (this "AGREEMENT"), by the undersigned stockholder (the "STOCKHOLDER") of Whitman Corporation, a Delaware corporation ("PARENT"), for the benefit of PepsiAmericas, Inc., a Delaware corporation (the "COMPANY"). RECITALS WHEREAS, Parent, Anchor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("MERGER SUB"), and the Company are entering into an Agreement and Plan of Merger, dated as of August 18, 2000 (the "MERGER AGREEMENT"), whereby, upon the terms and subject to the conditions set forth in the Merger Agreement, each issued and outstanding share of common stock, par value $.01 per share, of the Company ("COMPANY COMMON SHARES") not owned directly or indirectly by Parent or the Company, will be converted, at the option of the holder thereof, into (i) cash, (ii) shares of common stock, par
Delta Beverage Group Inc – WHITMAN CORPORATION AND PEPSIAMERICAS ANNOUNCE MERGER AGREEMENT (August 24th, 2000)WHITMAN CORPORATION AND PEPSIAMERICAS ANNOUNCE MERGER AGREEMENT CHICAGO, Aug. 21 /PRNewswire/ -- Whitman Corporation (NYSE: WH - news) and PepsiAmericas (NYSE: PAS - news), the second and third largest U.S. based Pepsi Bottlers, today announced plans to merge later this year. Under an agreement approved by the companies' boards of directors, PepsiAmericas will become a wholly-owned subsidiary of Whitman. The merger is intended to make Whitman a larger, stronger, and more competitive bottler, with annual sales of approximately $3.0 billion and operations in 18 states as well as Puerto Rico, Jamaica, Poland, Hungary, Czech Republic, and Republic of Slovakia. The companies also announced that upon completion of the transaction PepsiAmericas Chairman and Chief Executive Officer Robert Pohlad, 46, will become Chief Executive Officer of Whitman. Pohlad, a highly-respected 24-year veteran of the bottling business, will succeed Bruce S. Chelberg, 66, who will fulfill his previously anno
Delta Beverage Group Inc – AGREEMENT AND PLAN OF MERGER (August 24th, 2000)-------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Among WHITMAN CORPORATION, ANCHOR MERGER SUB, INC. and PEPSIAMERICAS, INC. Dated as of August 18, 2000 -------------------------------------------------------------------------------- ARTICLE I DEFINITIONS ARTICLE II THE MERGER PAGE ---- SECTION 2.1. The Merger.................................................. 8 SECTION 2.2. Effective Time..........................
Delta Beverage Group Inc – COMPANY STOCKHOLDER VOTING AGREEMENT (August 24th, 2000)COMPANY STOCKHOLDER VOTING AGREEMENT VOTING AGREEMENT, dated as of August 18, 2000 (this "AGREEMENT"), by the undersigned stockholder (the "STOCKHOLDER") of PepsiAmericas, Inc., a Delaware corporation (the "COMPANY"), for the benefit of Whitman Corporation, a Delaware corporation ("PARENT"). RECITALS WHEREAS, Parent, Anchor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("MERGER SUB"), and the Company are entering into an Agreement and Plan of Merger, dated as of August 18, 2000 (the "MERGER AGREEMENT"), whereby, upon the terms and subject to the conditions set forth in the Merger Agreement, each issued and outstanding share of common stock, par value $.01 per share, of the Company ("COMPANY COMMON SHARES") not owned directly or indirectly by Parent or the Company, will be converted, at the option of the holder thereof, into (i) cash, (ii) shares of common stock, par value
Delta Beverage Group Inc – DISTRIBUTOR AGREEMENT (March 30th, 2000)Exhibit 10.2 MILLER BREWING COMPANY DISTRIBUTOR AGREEMENT INDEX Page ------ Section 1 Distributor's Area and Miller Products . . . . . . . . . . . . . . . .1 1.1 Exclusive Territory . . . . . . . . . . . . . . . . . . . . . .1 1.2 Non-exclusive Territory . . . . . . . . . . . . . . . . . . . .1 1.3 Permitted Miller Sales. . . . . . . . . . . . . . . . . . . . .1 1.4 Lack of Service within Territory. . . . . . . . . . . . . . . .2 1.5 New Brands. . . . . . . . . . . . . . . . . . . . . . . .
Delta Beverage Group Inc – DELTA EXCHANGE AGREEMENT (July 14th, 1999)EXHIBIT 10.1 DELTA EXCHANGE AGREEMENT JUNE 28, 1999 A-1 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 . . . . . . . . . . . . . . . . . . . . . . .
Delta Beverage Group Inc – ACCOUNTING SERVICES AGREEMENT (November 16th, 1998)ACCOUNTING SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is entered into as of this 16th day of October, 1998 by and between Delta Beverage Group, Inc., a Delaware corporation ("Delta Beverage"), and Pepsi-Cola Puerto Rico Bottling Company, a Delaware corporation (the "Corporation") and is effective as of the 20th of July, 1998. WHEREAS, the Corporation and its subsidiaries are primarily engaged in the business of manufacturing, bottling and distributing Pepsi-Cola products and other beverages and manufacturing beverage containers related thereto; and WHEREAS, Delta Beverage is primarily engaged in the manufacturing, bottling and distribution of Pepsi-Cola products and other beverages; and WHEREAS, Delta Beverage desires to enter into this Agreement for the purposes of providing the services herein specified to the Corporation; WHEREAS, the Corporation desires to retain Delta Beverage to perform the services herein sp
Delta Beverage Group Inc – REGISTRATION RIGHTS AGREEMENT (January 3rd, 1997)DELTA BEVERAGE GROUP, INC. $120,000,000 9 3/4% SENIOR NOTES DUE 2003 REGISTRATION RIGHTS AGREEMENT December 17, 1996 NationsBanc Capital Markets, Inc. NationsBank Corporate Center 100 North Tryon Street, NC1-007-07-01 Charlotte, North Carolina 28255-0001 Ladies and Gentlemen: Delta Beverage Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell (the "Initial Placement") to NationsBanc Capital Markets, Inc. (the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement dated December 12, 1996 (the "Purchase Agreement"), between the Company and the Initial Purchaser, the Company's 93/4% Senior Notes Due 2003 (the "Securities"). As an inducement to the Initial Purchaser to purchase the Securities and in satisfaction of a condition to the Initial Purcha
Delta Beverage Group Inc – MANAGEMENT AGREEMENT (January 3rd, 1997)EXHIBIT 10.2 MANAGEMENT AGREEMENT THIS AGREEMENT is entered into as of this 8th day of March, 1988 by and between The Bellfonte Company, a Minnesota corporation ("Bellfonte") and Mid-South Acquisition Corporation, a Minnesota corporation (the "Corporation"). WHEREAS, the Corporation has been formed for the purpose, among other matters, of acquiring all of the issued and outstanding shares of capital stock of Mid-South Bottling Company, a Delaware corporation ("Mid-South"); and WHEREAS, Bellfonte desires to enter into this Management Agreement for the purposes of providing the services herein specified to the Corporation and, at the request and direction of the Corporation, to Mid-South; and WHEREAS, the Corporation desires to retain Bellfonte to perform the services herein specified. WHEREAS, it is contemplated and intended that the Corporation will be merged
Delta Beverage Group Inc – SHAREHOLDERS' AGREEMENT (January 3rd, 1997)EXHIBIT 4.5 AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT This Amended and Restated Shareholders' Agreement (this "Agreement") dated as of the 23rd day of September, 1993, by and among Delta Beverage Group, Inc. (the "Company" or the "Corporation") and the parties set forth on Schedule I attached hereto (the "Shareholders"). WITNESSETH: WHEREAS, the Company intends to (i) issue shares of its newly designated Preferred Stock (Series AA) (the "Series AA Stock") pursuant to a stock exchange agreement between the Company and various holders of the Company's subordinated debt, (ii) exchange the outstanding shares of Convertible Preferred Stock (Series A) and Convertible Preferred Stock (Series C) for Non-voting Common Stock and (iii) exchange the outstanding Convertible Preferred Stock (Series B) for Common Stock,
Delta Beverage Group Inc – 9 - 3/4% SENIOR NOTES DUE 2003 (January 3rd, 1997)------------------------------------------------------------------------------- DELTA BEVERAGE GROUP, INC. $120,000,000 9 - 3/4% SENIOR NOTES DUE 2003 --------------------------------------- INDENTURE Dated as of December 17, 1996 --------------------------------------- NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee ------------------------------------------------------------------------------- Page 1 Exhibit 4.1 CROSS-REFERENCE TABLE Reconciliation and tie between the Trust Indenture Act of 1939, as amended, and
Delta Beverage Group Inc – FORM OF 1991 SUPERIOR PERFORMANCE INCENTIVE BONUS AGREEMENT (January 3rd, 1997)Exhibit 10.4 FORM OF 1991 SUPERIOR PERFORMANCE INCENTIVE BONUS AGREEMENT This Agreement is entered into this ______ day of _____________ _____, by and between Delta Beverage Group, Inc. ("Company"), a Delaware corporation, and ________________ ("Employee"). I.PURPOSE The purpose of this Superior Performance Incentive Bonus Agreement ("Agreement") is to advance the interest of the Company by strengthening, through the payment of incentive bonuses, the ability of the Company to attract and retain valued key employees. In addition, it is intended to provide a direct financial incentive for striving continually for more effective operation of the business of the Company and to accomplish this purpose with full regard to the protection of the stockholders' investment and the furtherance of the Company's earning power. II.EFFECTI
Delta Beverage Group Inc – CREDIT AGREEMENT (January 3rd, 1997)_________________________________________________________________ CREDIT AGREEMENT by and among DELTA BEVERAGE GROUP, INC., as Borrower, NATIONSBANK, N.A., as Agent and as Lender and THE LENDERS PARTY HERETO FROM TIME TO TIME December 16, 1996 _________________________________________________________________ Exhibit 4.2 TABLE OF CONTENTS Page ARTICLE I Definitions and Terms 1.1
Delta Beverage Group Inc – DISTRIBUTOR AGREEMENT (January 3rd, 1997)EXHIBIT 10.6 MILLER BREWING COMPANY DISTRIBUTOR AGREEMENT Miller Brewing Company agrees to sell and the undersigned Distributor agrees to buy and market such products as are listed on the Distributor Data Sheet attached hereto, pursuant to the following terms and conditions: 1. DISTRIBUTOR'S REPRESENTATIONS Distributor represents and warrants that: (a) The information submitted to Miller in Distributor's application, including any marketing plans, and the information on the Distributor Data Sheet (which shall have been completed and signed by Distributor at the time this Agreement is executed) is true and complete. (b) Distributor has all permits and licenses necessary for Distributor lawfully to distribute Miller products in Distributor's Area (as defined in Paragraph 2[a] or 2[b] below). (c) Distributor has not paid nor
Delta Beverage Group Inc – AMENDED AND RESTATED JOINT VENTURE AGREEMENT (January 3rd, 1997)EXHIBIT 10.7 AMENDED AND RESTATED JOINT VENTURE AGREEMENT DELTA BEVERAGE GROUP, INC. AND POYDRAS STREET INVESTORS L.L.C. EFFECTIVE DATE: SEPTEMBER 3, 1992 Page 1 Exhibit 10.7 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE 2 ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . 5 2.1 Formation. . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.3 Principal Office . . . . . . . . . . . . . . . . . . . . . . 5 2.4 Purp
Delta Beverage Group Inc – FORM OF FRANCHISE AGREEMENT (January 3rd, 1997)EXHIBIT 10.5 FORM OF FRANCHISE AGREEMENT --------------------------- [Company] [State of incorporation] [address] Exclusive Bottling Appointment Issued under date of _____________ _____________________, a corporation organized under the laws of the State of __________________ with general offices in ________________________ (herein called the "Company"), hereby appoints: Delta Beverage Group, Inc. Little Rock, Arkansas (herein called the "Bottler"), as its exclusive bottl
Delta Beverage Group Inc – EMPLOYMENT AGREEMENT (January 3rd, 1997)EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Employment Agreement") made and entered into effective the 1st day of February, 1990, by and between Delta Beverage Group, Inc., a Delaware corporation ("Employer") and Kenneth Keiser ("Executive"). WITNESSETH: WHEREAS, Employer desires to employ Executive in the capacity and on the terms and conditions hereinafter set forth, and Executive has agreed to accept such employment; NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter contained, the parties hereto agree as follows: 1. EMPLOYMENT RELATIONSHIP. Employer hereby employs Executive as President and Chief Operating Officer of Employer, subject to the direction of the Board of Directors of Employer. Executive accepts such employment and agrees to devote his loyalty, skills and substantially his full-time efforts to the
Delta Beverage Group Inc – SECURITY AGREEMENT - ACCOUNTS AND INVENTORY (January 3rd, 1997)SECURITY AGREEMENT - ACCOUNTS AND INVENTORY (BORROWER) THIS SECURITY AGREEMENT, made and entered into as of December 16, 1996, by DELTA BEVERAGE GROUP, INC., a Delaware corporation (herein called the "Borrower"), to NATIONSBANK, N.A., a national banking association, as Agent (the "Agent"), the Issuing Bank (as defined in the Agreement referenced below) and the Lenders (as defined below). Except as otherwise defined herein, terms used herein and defined in the Agreement referred to below, shall be used herein as so defined. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders party thereto (the "Lenders"; together with the Agent and the Issuing Bank, the "Secured Parties") have entered into a Credit Agreement of even date herewith (herein called the "Agreement"), pursuant to which the Lenders have agreed to make Loans to the Borrower and the Issuing Bank has agreed to
