0001104659-05-024013 Sample Contracts

PEPSIAMERICAS, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting 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.

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PEPSIAMERICAS, INC. DEBT SECURITIES TERMS AGREEMENT
Terms 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.

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