EXHIBIT 10.1
PEPSIAMERICAS, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
January 5, 2005
Banc of America Securities LLC
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC
BNP Paribas Securities Corp.
Wells Fargo Securities, LLC
Loop Capital Markets, LLC
c/o Banc of America Securities LLC
214 North Tryon Street
Hearst Tower
Charlotte, North Carolina 28255
Ladies and Gentlemen:
1.
INTRODUCTORY.
PEPSIAMERICAS, INC., A DELAWARE CORPORATION
("COMPANY"), PROPOSES TO ISSUE AND SELL FROM TIME TO TIME CERTAIN OF ITS DEBT
SECURITIES REGISTERED UNDER THE REGISTRATION STATEMENT REFERRED TO IN SECTION
2(A) ("REGISTERED SECURITIES").
THE REGISTERED SECURITIES WILL BE ISSUED UNDER
AN INDENTURE, DATED AS OF AUGUST 15, 2003 (AS AMENDED OR SUPPLEMENTED WITH
RESPECT TO SUCH REGISTERED SECURITIES, THE "INDENTURE"), BETWEEN THE COMPANY AND
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, IN ONE OR MORE SERIES, WHICH
SERIES MAY VARY AS TO INTEREST RATES, MATURITIES, REDEMPTION PROVISIONS, SELLING
PRICES AND OTHER TERMS, WITH ALL SUCH TERMS FOR ANY PARTICULAR SERIES OF THE
REGISTERED SECURITIES BEING DETERMINED AT THE TIME OF SALE.
PARTICULAR SERIES
OF THE REGISTERED SECURITIES WILL BE SOLD PURSUANT TO A TERMS AGREEMENT REFERRED
TO IN SECTION 3 FOR RESALE IN ACCORDANCE WITH TERMS OF OFFERING DETERMINED AT
THE TIME OF SALE.
The Registered Securities involved in the applicable offering are hereinafter
referred to as the "Securities."
The firm or firms which agree to purchase the
Securities in the applicable Terms Agreement are hereinafter referred to as the
"Underwriters" of such Securities, and the representative(s) of the
Underwriters, if any, specified in such Terms Agreement are hereinafter referred
to as the "Representatives"; provided, however, that if such Terms Agreement
does not specify any representative of the Underwriters, the term
"Representatives," as used in this Agreement (other than in Sections 2(b), 5(b)
and 6 and the second sentence of Section 3), shall mean the Underwriters.
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO, AND AGREES WITH, EACH UNDERWRITER ON THE DATE
HEREOF, THE DATE OF THE APPLICABLE
TERMS AGREEMENT AND THE CLOSING DATE REFERRED TO IN SECTION 3 (EACH, A
"REPRESENTATION DATE") THAT:
(A)
A REGISTRATION STATEMENT ON FORM S-3 (NO. 333-108164), INCLUDING A
PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT RELATING TO THE REGISTERED
SECURITIES, HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
("COMMISSION") AND SUCH REGISTRATION STATEMENT HAS BECOME EFFECTIVE.
SUCH
REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS CONSTITUTING PART OF SUCH
REGISTRATION STATEMENT AND ALL INFORMATION INCORPORATED THEREIN BY REFERENCE, IN
THE FORM AND AT THE TIME SUCH REGISTRATION STATEMENT OR ANY POST-EFFECTIVE
AMENDMENT THERETO PRIOR TO THE EXECUTION OF THE APPLICABLE TERMS AGREEMENT
BECAME EFFECTIVE, IS HEREINAFTER REFERRED TO AS THE "REGISTRATION STATEMENT,"
AND THE FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT REFLECTING THE TERMS OF THE
SECURITIES AND THE TERMS OF OFFERING THEREOF, INCLUDING ALL INFORMATION
INCORPORATED THEREIN BY REFERENCE, IN THE FORM AND AT THE TIME SUCH PROSPECTUS
AND PROSPECTUS SUPPLEMENT WERE FIRST FURNISHED TO THE UNDERWRITERS FOR USE IN
CONNECTION WITH THE OFFERING OF SUCH SECURITIES, ARE HEREINAFTER COLLECTIVELY
REFERRED