0001104659-06-037296 Sample Contracts

PEPSIAMERICAS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 24th, 2006 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • New York

PepsiAmericas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (collectively, the “Representative”), $250,000,000 aggregate principal amount of its 5.625% Notes due 2011 (the “Securities”). The Securities will be issued under an indenture, dated as of August 15, 2003 (as amended or supplemented with respect to such Securities, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

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