0000950123-07-011880 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • August 23rd, 2007 • Pepsico Inc • Beverages

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, and associated preferred rights (collectively, the “Common Stock”), of PepsiAmericas, Inc. a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

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Second Amended and Restated Shareholder Agreement dated as of September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc.
Shareholder Agreement • August 23rd, 2007 • Pepsico Inc • Beverages • Delaware

SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT, dated as of September 6, 2005 (this “Agreement”), by and between PepsiAmericas, Inc., a Delaware corporation (the “Company”), and PepsiCo, Inc., a North Carolina corporation (the “Shareholder”).

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