0001104659-05-001050 Sample Contracts

PEPSIAMERICAS, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • January 11th, 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.

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PEPSIAMERICAS, INC. DEBT SECURITIES TERMS AGREEMENT
Terms Agreement • January 11th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

On behalf of the several Underwriters named in Schedule A hereto (“Underwriters”) and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement dated January 5, 2005 between PepsiAmericas, Inc. (“Company”) and the Underwriters (“Underwriting Agreement”), the following securities (“Securities”) on the following terms:

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