364-DAY CREDIT AGREEMENT









Dated as of December 9, 2003



Among










PEPSIAMERICAS, INC.







as Borrower










THE INITIAL LENDERS NAMED HEREIN







as Initial Lenders



and










BANK ONE, NA







as Syndication Agent



and










BANK OF AMERICA, N.A.







and







JPMORGAN CHASE BANK







as Documentation Agents



and










and







BANC ONE SECURITIES LLC







as Joint Lead Arranger>



and







CITICORP USA, INC.







as Agent


















TABLE OF CONTENTS
















































































































































































































































































ARTICLE I
 
 

  SECTION 1.01.
Certain Defined Terms
 

  SECTION 1.02.
Computation of Time Periods
 

  SECTION 1.03.
Accounting Terms
 

 
 
 

ARTICLE II
 
 

  SECTION 2.01.
The Revolving Credit Advances and Letter of Credit
 

  SECTION 2.02.
Making the Revolving Credit Advances
 

  SECTION 2.03.
The Competitive Bid Advances
 

  SECTION 2.04.
Issuance of and Drawings and Reimbursement Under Letters of Credit
 

  SECTION 2.05.
Fees
 

  SECTION 2.06.
Termination or Reduction of the Commitments
 

  SECTION 2.07.
Repayment of Revolving Credit Advances
 

  SECTION 2.08.
Interest on Revolving Credit Advances
 

  SECTION 2.09.
Interest Rate Determination
 

  SECTION 2.10.
Optional Conversion of Revolving Credit Advances
 

  SECTION 2.11.
Prepayments of Revolving Credit Advances
 

  SECTION 2.12.
Increased Costs
 

  SECTION 2.13.
Illegality
 

  SECTION 2.14.
Payments and Computations
 

  SECTION 2.15.
Taxes
 

  SECTION 2.16.
Sharing of Payments, Etc.
 

  SECTION 2.17.
Evidence of Debt
 

  SECTION 2.18.
Use of Proceeds
 

  SECTION 2.19.
Extension of Termination Date
 

 
 
 

ARTICLE III
 
 

  SECTION 3.01.
Conditions Precedent to each Revolving Credit Borrowing, Term Loan Conversion Date, Extension Date and Issuance.
 

  SECTION 3.03.
Conditions Precedent to Each Competitive Bid Borrowing
 

  SECTION 3.04.
Determinations Under Section 3.01.
 

 
 
 

ARTICLE IV
 
 

  SECTION 4.01.
Representations and Warranties of the Borrower
 

 
 
 

ARTICLE V
 
 

  SECTION 5.01.
Affirmative Covenants
 

  SECTION 5.02.
Negative Covenants
 

  SECTION 5.03.
Financial Covenants
 

 
 
 

ARTICLE VI
 
 

  SECTION 6.01.
Events of Default
 

  SECTION 6.02.
Actions in Respect of the Letters of Credit upon Default
 

 
 
 

ARTICLE VII
 
 

  SECTION 7.01.
Authorization and Action
 

  SECTION 7.02.
Agent's Reliance, Etc.
 

  SECTION 7.03.
Citicorp and Affiliates
 

  SECTION 7.04.
Lender Credit Decision
 

  SECTION 7.05.
Indemnification
 

  SECTION 7.06.
Successor Agent
 

  SECTION 7.07.
Other Agents
 

 
 
 

ARTICLE VIII
 
 

  SECTION 8.01.
Amendments, Etc.
 

  SECTION 8.02.
Notices, Etc.
 

  SECTION 8.03.
No Waiver, Remedies
 

  SECTION 8.04.
Costs and Expenses
 

  SECTION 8.05.
Right of Set-off
 

  SECTION 8.06.
Binding Effect
 

  SECTION 8.07.
Assignments and Participations
 

  SECTION 8.08.
Confidentiality
 

  SECTION 8.09.
Governing Law
 

  SECTION 8.10.
Execution in Counterparts
 

  SECTION 8.11.
Jurisdiction, Etc.
 

  SECTION 8.12.
No Liability of the Issuing Banks
 

  SECTION 8.13.
Waiver of Jury Trial
 












Schedules










Schedule I - List of Applicable Lending Offices










Schedule 3.01(b) - Disclosed Litigation










Schedule 5.02(a) - Existing Liens










Schedule 6.01(g) - Material Subsidiaries










Exhibits










Exhibit A-1 - Form of Revolving Credit Note










Exhibit A-2 - Form of Competitive Bid Note










Exhibit B-1 - Form of Notice of Revolving Credit Borrowing










Exhibit B-2 - Form of Notice of Competitive Bid Borrowing










Exhibit C - Form of Assignment and Acceptance










Exhibit D - Form of Opinion of Counsel for the Borrower














364-DAY CREDIT AGREEMENT



Dated as of December 9, 2003










      PEPSIAMERICAS, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks") listed on the signature pages hereof, BANK ONE, NA, as syndication agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and BANC ONE CAPITAL MARKETS, INC. as joint lead arrangers, and CITICORP USA, INC. ("Citicorp"), as agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:










ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS










      SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):










       "Advance" means a Revolving Credit Advance or a Competitive Bid Advance.










       "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.










       "Agent's Account" means the account of the Agent maintained by the Agent at Citibank at its office at 388 Greenwich Street, New York, New York 10013, Account No. 36852248, Attention: Bank Loan Syndications.










       "Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance.










       "Applicable Margin" means (a) for Base Rate Advances, 0% per annum and (b) for Eurodollar Rate Advances, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:












Public Debt Rating

S&P/Moody's
Applicable Margin for

Eurodollar Rate Advances

Prior to the Term Loan

Conversion
Applicable Margin for

Eurodollar Rate Advances

On and After the Term

Loan Conversion Date














 
Level 1

A or A2 or above


0.290%


0.700%
 














 
Level 2

A- or A3


0.330%


0.750%
 














 
Level 3

BBB+ or Baa2


0.400%


0.850%
 














 
Level 4

BBB or Baa2


0.475%


0.9750%
 














 
Level 5

Lower than Level 4


0.800%


1.500%
 










       "Applicable Percentage" means, as of any date prior to the Term Loan Conversion Date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

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