0001084230-05-000006 Sample Contracts

Contract
Debt Securities Terms Agreement • August 8th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

PEPSIAMERICAS, INC. DEBT SECURITIES TERMS AGREEMENT May 11, 2005 PepsiAmericas, Inc. 4000 Dain Rauscher Plaza 60 South Sixth Street Minneapolis, Minnesota 55402 Attention: Alexander H. Ware Ladies and Gentlemen: 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.

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