Underwriting Agreement

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 to as the "Prospectus."



All references in this Agreement to financial statements and schedules and other information which is "in" or "disclosed", "contained", "included" or " stated" (or other references of like import) in the Registration Statement, Prospectus or preliminary prospectus shall be deemed to include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement at the time it or any post-effective amendment prior to the execution of the applicable Terms Agreement became effective or in the Prospectus or preliminary prospectus at the time of the execution of the applicable Terms Agreement, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, Prospectus or preliminary prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (" Exchange Act"), which is incorporated by reference in the Registration Statement, the Prospectus or the preliminary prospectus after the execution of the applicable Terms Agreement.



(b) On each effective date of the Registration Statement or any post-effective amendment thereto and each Representation Date, such Registration Statement and each post-effective amendment thereto conformed, conforms and will conform in all respects to the requirements of the Securities Act of 1933, as amended ("Act"), the Exchange Act, the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and the rules and regulations of the Commission ("Rules and Regulations") and did not, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. On the date of each Terms Agreement and the Closing Date related thereto, the Prospectus and each amendment or supplement thereto conforms and will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and does not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No representation, warranty or agreement is made by the Company as to any written information furnished to the Company by any Underwriter through the Representatives, if any, specifically for use in the Registration Statement or any post-effective amendment thereto and the Prospectus or any amendment or supplement thereto.



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(c) The consolidated historical financial statements, together with the related notes thereto, set forth or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Act applicable to registration statements on Form S-3 under the Act. Such historical financial statements fairly present in all material respects the financial position of the Company and its consolidated subsidiaries at the respective dates indicated and the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods indicated, in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout such periods. The other historical financial information and data included in the Prospectus is, in all material respects, accurately presented and true and correct. Neither consolidated pro forma financial information of the Company nor historical financial statements of any entity other than the Company are required under the Act or the Rules and Regulations to be included in the Registration Statement or the Prospectus.



3. Purchase and Offering of Securities . The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of a Terms Agreement substantially in the form of Annex I attached hereto ("Terms Agreement") at the time the Company determines to sell the Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the initial public offering price, if any, and the purchase price to be paid by the Underwriters applicable to the Securities and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date being hereinafter and in the Terms Agreement referred to as the "Closing Date" ), the place of delivery and payment and any details of the terms of offering that should be reflected in the Prospectus relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in fully registered definitive or book-entry form, as specified in the applicable Terms Agreement, and be in such denominations and registered in such names as the Underwriters may request.



If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto ("Delayed Delivery Contracts") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be made only with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts ("Contract Securities"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be



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deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter92s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.



4. Certain Agreements of the Company . The Company agrees with the several Underwriters that it will furnish to Sidley Austin Brown & Wood LLP, counsel for the Underwriters, one conformed copy of the Registration Statement, including all exhibits, in the form it became effective and of all post-effective amendments thereto and that, in connection with each offering of Securities:



(a) The Company will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the second business day following the execution and delivery of the Terms Agreement.



(b) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.



(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Registration Statement or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or the Prospectus to comply with the Act or the Rules and Regulations, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives92 consent to, nor the Underwriters92 delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5.



(d) The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Act.



(e) The Company will furnish to the Representatives copies of the Registration Statement, including all exhibits, any related preliminary prospectus, any related



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preliminary prospectus supplement, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested.



(f) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representatives shall reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified.



(g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report on Form 10-K or 10-Q or definitive proxy statement of the Company filed with the Commission under the Exchange Act, or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request.



(h) The Company will pay all expenses incident to the performance of its obligations under this Agreement and each Terms Agreement and will reimburse the Underwriters for any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities and for expenses incurred in distributing the Prospectus, any preliminary prospectuses and any preliminary prospectus supplements to Underwriters.



(i) For a period beginning at the time of execution of the Terms Agreement and ending one business day after the Closing Date, the Company will not, without the prior consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any publicly sold (including pursuant to Rule 144A of the Act) United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue.



5. Conditions of the Obligations of the Underwriters . The obligations of the several Underwriters to purchase and pay for the Securities that are the subject of the applicable Terms Agreement will be subject to the accuracy of the representations and warranties on the part of the Company herein on the date hereof and at the time of execution of such Terms Agreement and on the Closing Date, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:



(a) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 4(a) of this Agreement. The Registration Statement shall have become effective under the Act and no stop order suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and no proceedings for that



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purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, shall be contemplated by the Commission.



(b) Subsequent to the execution of the Terms Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the properties, assets, operations, business or condition (financial or otherwise) of the Company or its subsidiaries which, in the judgment of the Representatives, is so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities or the Registered Securities as contemplated by the Registration Statement and the Prospectus; (ii) any downgrading in (or withdrawal of) the rating of any debt securities of the Company by Standard & Poor92s Corporation or Moody92s Investors Service, Inc., or any public announcement that either such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices or trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services; or (v) a material adverse change in the financial markets in the United States or in the international financial markets, or any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Securities.



(c) The Underwriters shall have received an opinion, dated the Closing Date, of Briggs and Morgan, Professional Association, counsel for the Company, to the effect that:



(i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with c ...