exv10w1



 





EXHIBIT 10.1




      




AGREEMENT




BETWEEN THE SHAREHOLDERS




OF




SANDORA HOLDINGS B.V.




14, AUGUST 2007




 





 









 




TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	Section 1.01 Defined Terms
	 	 	2	 
	Section 1.02 Interpretation
	 	 	6	 
	ARTICLE II FORMATION OF THE COMPANY
	 	 	7	 
	Section 2.01 Formation
	 	 	7	 
	Section 2.02 Registered Office
	 	 	7	 
	Section 2.03 Name
	 	 	7	 
	Section 2.04 Purpose and Character of Business
	 	 	7	 
	Section 2.05 Duration
	 	 	7	 
	Section 2.06 Filings, Reports and Formalities
	 	 	7	 
	Section 2.07 Effective Date
	 	 	8	 
	Section 2.08 Territory
	 	 	8	 
	Section 2.09 Export Markets
	 	 	8	 
	Section 2.10 Conflicts
	 	 	8	 
	ARTICLE III CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
	 	 	9	 
	Section 3.01 Share Capital Accounts / Subscription to Shares
	 	 	9	 
	Section 3.02 Share Premium Contribution by the Shareholders
	 	 	9	 
	Section 3.03 Return of Contributions
	 	 	9	 
	Section 3.04 Additional Issuance of Shares; Additional Classes of Shares
	 	 	9	 
	Section 3.05 Liability of Shareholders; Ability to Bind the Company
	 	 	10	 
	Section 3.06 Issuance of EBAs
	 	 	11	 
	ARTICLE IV PROFITS AND LOSSES
	 	 	11	 
	Section 4.01 Determination of Profits and Losses
	 	 	11	 
	ARTICLE V DISTRIBUTIONS; WITHHOLDING
	 	 	12	 
	Section 5.01 Distributions to the Shareholders
	 	 	12	 
	Section 5.02 Withholding
	 	 	13	 
	ARTICLE VI BOARD OF DIRECTORS
	 	 	13	 
	Section 6.01 Number of Directors
	 	 	13	 
	Section 6.02 Board Composition / Term
	 	 	14	 
	Section 6.03 Chairman
	 	 	14	 






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TABLE OF CONTENTS

(continued)


	 	 	 	 	 
	 	 	Page	 
	Section 6.04 Meetings
	 	 	14	 
	Section 6.05 Duties
	 	 	14	 
	Section 6.06 Deadlocked Matters
	 	 	17	 
	ARTICLE VII GOVERNANCE OF COMPANY AND BUSINESS
	 	 	18	 
	Section 7.01 Governance Principles
	 	 	18	 
	Section 7.02 Management Team
	 	 	19	 
	Section 7.03 Business Reviews
	 	 	20	 
	Section 7.04 Authorized Signatories / Related Party Agreements
	 	 	20	 
	ARTICLE VIII RECORDS, ACCOUNTING MATTERS,
	 	 	21	 
	Section 8.01 Maintenance & Review of Records and Financial Controls
	 	 	21	 
	Section 8.02 Audit / Preparation of Financial Reports
	 	 	21	 
	Section 8.03 Accounting Method
	 	 	22	 
	Section 8.04 Confidentiality
	 	 	22	 
	Section 8.05 Subsidiaries
	 	 	22	 
	ARTICLE IX RESTRICTIONS ON TRANSFER
	 	 	22	 
	Section 9.01 Restrictions on Transfers
	 	 	22	 
	Section 9.02 Transfers to Affiliates
	 	 	23	 
	ARTICLE X DISSOLUTION AND TERMINATION
	 	 	23	 
	Section 10.01 Events of Dissolution
	 	 	23	 
	ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	23	 
	Section 11.01 Representations and Warranties of Shareholders
	 	 	23	 
	Section 11.02 Representations and Warranties of PAS
	 	 	25	 
	Section 11.03 Non-Competition Covenants
	 	 	25	 
	ARTICLE XII MISCELLANEOUS
	 	 	26	 
	Section 12.01 Partial Invalidity
	 	 	26	 
	Section 12.02 Notices
	 	 	26	 
	Section 12.03 Amendment
	 	 	27	 
	Section 12.04 Consents; Waivers
	 	 	27	 
	Section 12.05 Choice of Law and Forum
	 	 	28	 
	Section 12.06 Multiple Counterparts
	 	 	28	 






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TABLE OF CONTENTS

(continued)



	 	 	 	 	 
	 	 	Page	 
	Section 12.07 Entire Agreement
	 	 	28	 
	Section 12.08 Binding Effect; Assignment
	 	 	28	 
	Section 12.09 No Third-Party Beneficiaries
	 	 	28	 
	Section 12.10 Expenses
	 	 	29	 
	Section 12.11 Press Releases
	 	 	29	 
	Section 12.12 Tax Matters
	 	 	29	 






SCHEDULE A – Share Premium Contribution Agreements




SCHEDULE B – Initial Board of Directors




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AGREEMENT




BETWEEN THE SHAREHOLDERS




of




SANDORA HOLDINGS B.V.




 






     This agreement (the “Agreement”) is concluded this 14th day of August 2007
between PAS Luxembourg s.a.r.l. (“PAS LuxCo”) and Linkbay Limited, (“PepsiCo Cyprus”) (each a
“Shareholder” and, collectively, the “Shareholders”) and Sandora Holdings B.V. (“the Company”).



PRELIMINARY STATEMENT




     WHEREAS, PAS LuxCo and PepsiCo Cyprus desire to establish a joint venture for the purposes set
out in this Agreement;



     WHEREAS, the Company has been incorporated in accordance with the laws of the Netherlands;



     WHEREAS the Shareholders intend hereby to participate in the Company in accordance with this
Agreement and Book II of the Dutch Civil Code as amended from time to time (the “Code”); and



     WHEREAS, the Shareholders desire to provide for the operation and management of the Company
for the purposes and in accordance with the provisions stated herein;



     NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained
herein, the parties hereby agree as follows:



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ARTICLE I




DEFINITIONS




     Section 1.01 Defined Terms. As used in this Agreement and unless the context
otherwise requires, the following terms shall have the respective meanings set forth below:



     “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such Person, where control means (i) owns more than fifty percent (50%) of the equity
interests (or interests convertible into or otherwise exchangeable for equity interests) in that
Person, or (ii)  is in possession of the direct or indirect right to vote in excess of fifty
percent (50%) of the voting securities or elect in excess of fifty percent (50%) of the Board of
Directors or other governing body of that Person (whether by securities, ownership, contract or
otherwise).



     “Agreement” has the meaning set forth in the introductory paragraph hereof.



     “Annual Operating Plan” or “AOP” means the operating plan for the Business for
the first Year of the Strategic Plan. Such plan shall set forth in reasonable detail satisfactory
to each Shareholder, the advertising and marketing plans (including key marketing initiatives,
brand/package strategies, channel strategies, pricing and CDA strategies), management plans
(including training programs and operational and human resources initiatives), and restructuring
plans, if any, of the Company with respect to the Business. The Annual Operating Plan shall also
include a financial plan setting forth the projected profit and loss accounts, cash flows and
balance sheet items (including capitalization plans, capital expenditures, debt levels and methods
of financing the operations of the Company) of the Company for such Year.



     “Auditors” means the Dutch statutory external auditors of the Company that may be
appointed by the Shareholders from time to time.



     “Board of Directors” or “Board” means the Board of Directors of the Company as
described in Article VI.



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     “Business” means any commercial activity undertaken directly by the Company or through
its Subsidiaries from time to time.



     “Code” has the meaning set forth in the fourth Whereas clause of this Agreement.



     “Company” means Sandora Holdings B.V., a company formed under the laws of the
Netherlands.



     “Company Articles” means the deed of incorporation of the Company which the Company
adopted before the signing hereof.



     “Deadlocked Matter” means any matter set forth in Section 6.05(c) in respect of which
the Board has been unable to reach a decision, or any matter reserved to the Shareholders at
Section 6.05 (d) in respect of which the Shareholders have been unable to reach a unanimous
decision.



     “Director” means an individual serving as a member of the Board.



     “Dutch GAAP” means the generally accepted accounting principles of the Netherlands.



     “EBA(s)” shall mean any exclusive bottling appointment issued by PepsiCo or its
Affiliates to the Company authorizing the Company through its Affiliates to manufacture, sell or
distribute any Pepsi Beverage in the Ukraine.



     “Encumber” shall have the meaning set forth in Section 9.01.



     “Escalation Process” means the process more particularly described in Section 6.06 (a)
according to which the Shareholders shall endeavour to resolve a Deadlocked Matter.



     “Export Markets” means Azerbaijan, Armenia, Belarus, Estonia, Kaliningrad, Kazakhstan,
Kyrgyzstan, Lithuania, Latvia and Moldova.



     “Fiscal Year” means, except as otherwise required by the Code, the 12-month (or
shorter) period ending on the last day of December of each year.



     “Ineffective Transfers” shall have the meaning set forth in Section 9.01.



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     “Insolvent” means the Company is unable to pay its debts within the meaning of the
Code.



     “GM” means the General Manager of the Ukrainian Subsidiary and head of the Management
Team.



     “Management Team” means the individuals described in Section 7.02(a) who shall
constitute the Management Team of the Ukrainian Subsidiary.



     “Marketing Team” shall have the meaning set forth in Section 7.02(c) and shall
constitute the Marketing Team of the Ukrainian Subsidiary.



     “Ordinary Course” means the Company’s business, as conducted through its Subsidiaries,
in the Ukraine of making, marketing, selling and distributing Sandora Juices and (if EBAs are
issued to the Company) Pepsi Beverages as well as any other beverage products or snack food
approved by the Board of the Company.



     “PAS” means PepsiAmericas, Inc.



     “PAS CEO” means the Chief Executive Officer of PAS.



     “PAS CFO” means the Chief Financial Officer of PAS.



     “PAS COO” means the Chief Operating Officer of PAS.



     “PAS LuxCo” has the meaning set forth in the introductory paragraph to this Agreement.



     “Pepsi Beverages” means any beverage manufactured, sold or delivered (from time to
time) in Ukraine under the authority of PepsiCo or its Affiliates.



     “PepsiCo International” or “PI” means PepsiCo International, a division of
PepsiCo, Inc.



     “PepsiCo” means PepsiCo, Inc.



     “PepsiCo Cyprus” has the meaning set forth in the introductory paragraph to this
Agreement.



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     “Percentage Interest” means, in the case of PAS LuxCo its 60% interest in the capital
of the Company and in the case of PepsiCo Cyprus its 40% interest in the capital of the Company.



     “Person” means a natural person, partnership (whether general or limited), limited
liability company, trust, estate, association, corporation, custodian, nominee or any other
individual or entity in its own or any representative capacity.



     “PI CEO” means the Chief Executive Officer of PepsiCo International or such other
PepsiCo senior executive of equivalent seniority chosen by PepsiCo if PepsiCo International ceases
to be a division of PepsiCo.



     “PI CFO” means the Chief Financial Officer of PepsiCo International or such other
PepsiCo senior executive of equivalent seniority chosen by PepsiCo if PepsiCo International is no
longer a division of PepsiCo.



     “PI Europe President” means the President of PepsiCo International in Europe.



     “Pre-Closing Tax Period” means any tax period or portion thereof ending on or before
the signing hereof.



     “Sandora Juice” means any beverage sold under any trademark belonging to Sandora LLC
at the date of signing hereof and any juice or juice based beverage the trademark rights of which
the Company or Sandora, LLC may acquire from time to time.



     “Securities Act” means the United States Securities Act of 1933, as amended.



     “Shares” means any share in the authorized share capital of the Company (whether
ordinary or otherwise), conferring on the holder thereof all those rights and obligations set out
herein, in the Company Articles and in the Code.



     “Shareholder” has the meaning set forth in the introductory paragraph to this
Agreement.



     “Strategic Plan” means a three-Year business plan, the first Year of which constitutes
the Annual Operating Plan. The business plan for the last two Years of the Strategic Plan shall



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reflect projections of sales, marketing and advertising plans and capital expenditures
(including those connected to manufacturing capacity) relating thereto for such Years.



     “Subsidiary” shall mean any legal entity wholly owned directly or indirectly by the
Company.



     “Transfer” shall have the meaning set forth in Section 9.01.



     “Ukraine Beverage Business” means any business (or that part of any business) engaged
in the manufacture, sale, marketing or distribution of beverages in the Ukraine.



     “Ukrainian Subsidiary” shall mean Sandora LLC, a wholly owned subsidiary of the
Company.



     “US GAAP” means generally accepted accounting principles of the United States.



     “Year” means each Fiscal Year of the Company.



     Section 1.02 Interpretation. Each definition in this Agreement includes the singular
and the plural, and reference to the neuter gender includes the masculine and feminine where
appropriate. References to (i) any statute or regulations means such statute or regulations as
amended at the time and include any successor legislation or regulations and (ii) any agreement
means such agreement as amended at the time. The words “include” or “including” shall mean
including without limitation based on the item or items listed. The headings to the Articles and
Sections are for convenience of reference and shall not affect the meaning or interpretation of
this Agreement. Except as otherwise stated, reference to Articles, Sections, Schedules, and
Exhibits mean the Articles, Sections, Schedules, and Exhibits of this Agreement. The Schedules and
Exhibits are hereby incorporated by reference into and shall be deemed a part of this Agreement.



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ARTICLE II




FORMATION OF THE COMPANY




     Section 2.01 Formation.



     The parties hereby acknowledge that PAS has caused the Company to be incorporated in
anticipation of the execution of this Agreement.



     Section 2.02 Registered Office.



     The registered office of the Company shall be in Amsterdam at its registered address of Prins
Bernhardplain 200, 1097JB Amsterdam, the Netherlands



     Section 2.03 Name. The name of the Company shall be Sandora Holdings, BV. The Company
Articles shall be adopted as the articles of association of the Company.



     Section 2.04 Purpose and Character of Business. The general purpose of the Company is
to own and control the Subsidiaries and, through the Subsidiaries, to engage in the Business in
accordance with this Agreement and all applicable laws, with a particular view to growing the
market share of the beverages sold by the Subsidiaries while maximizing the profits, sales and cash
flow of the Company and the Subsidiaries in a manner consistent with the business case model agreed
to by the Shareholders.



     The Shareholders shall ensure that the Business shall be operated in the best interests of the
Company and materially in accordance with the AOP and the Strategic Plans.



     Section 2.05 Duration. The Company shall continue in perpetuity, unless it is sooner
dissolved pursuant to Section 10.01.



     Section 2.06 Filings, Reports and Formalities.



The Shareholders shall procure that the Board shall cause the Company to make all filings and to
submit all reports required to be filed or submitted under the Code with respect to the Company,
and shall cause the Company to make such filings or take such other actions required under the



7









 







laws of any jurisdiction where the Company conducts business. Throughout the term of the Company,
the Company shall comply with all requirements necessary to maintain the private limited liability
status of the Company and the limited liability of the Shareholders under the laws of the
Netherlands and of each other jurisdiction in which the Company does business.



     Section 2.07 Effective Date. This Agreement shall become effective as of the date of
signing hereof.



     Section 2.08 Territory. Subject to Section 2.09, through the Ukrainian Subsidiary the
Company shall procure the manufacture, marketing, sale and distribution within the Ukraine of
Sandora Juices and such other beverage or snack foods as the Company’s Board of Directors may
approve from time to time and (subject to the issuance of EBAs) the Pepsi Products.



     Section 2.09 Export Markets. The Company may procure that its Subsidiaries market,
sell and distribute throughout the Export Markets any Sandora Juices and such other beverage or
snack foods as the Board may approve from time to time, provided that neither the Company nor its
Subsidiaries, without the prior consent of PepsiCo, shall engage in the manufacture of the Sandora
Juices in the Export Markets nor procure such manufacture by a third party nor license any third
party to manufacture the Sandora Juices in the Export Markets. PAS hereby acknowledges PepsiCo’s
right (either directly or through its Affiliates or through third parties) to engage independently
of the Company in the manufacture, sale and distribution of juices and juice based beverages (other
than the Sandora Juices) throughout the Export Markets.



     Section 2.10 Conflicts. In the event of any conflict between the provisions of this
Agreement and the Company Articles, the former shall prevail and the Shareholders shall, subject to
compliance with the Code, promptly cause the Company Articles to be appropriately amended to remove
any such conflict



8









 







ARTICLE III




CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS




     Section 3.01 Share Capital Accounts / Subscription to Shares.




     The
authorized share capital of the Company is
o90,000 divided into 45,000 Class A ordinary
shares and 45,000 Class B ordinary shares, having all those rights and obligations attaching
thereto as set out in the Company Articles. The initial issued share capital of the Company shall
be held as follows:



	 	 	 
	Shareholder	 	Number of Shares
	PAS LuxCo

	 	10,800 Class A Ordinary Shares
	PepsiCo Cyprus

	 	7,200 Class B Ordinary Shares






     Section 3.02 Share Premium Contribution by the Shareholders.



     Each Shareholder, by itself or through its Affiliates, shall make a share premium contribution
to the Company pursuant to a Share Premium Contribution Agreement in substantially the same form as
annexed hereto as Schedule A, which each Shareholder shall promptly conclude with the Company
following the signing hereof.



     Section 3.03 Return of Contributions. No interest shall accrue on any share capital
or capital contributions of the Company. No Shareholder shall have the right to withdraw or to be
repaid any share capital or capital contribution made by such Shareholder without the prior written
approval of the other Shareholder.



     Section 3.04 Additional Issuance of Shares; Additional Classes of Shares.



          (a) In order to raise additional capital, acquire assets, redeem or retire debt of the Company
or for any other purpose, the Company may, by unanimous consent of the Shareholders, issue Shares
in addition to those initially issued pursuant to Section 3.01 to any Shareholder or redeem or
transfer Shares.




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          (b) If the Company issues new Shares in accordance with Section 3.04(a), the Shareholders may
unanimously determine that such Shares be issued from time to time in one or more classes thereof,
or one or more series of such classes of Shares, which classes or series shall have, subject to the
provisions of applicable law, such designations, preferences and relative, participating, optional
or other special rights as shall be approved by the unanimous consent of the Shareholders
including, without limitation, with respect to: (i) the allocation of Percentage Interests to each
such class or series; (ii) the right of each such class or series to share in distributions; (iii)
the rights of each such class or series upon dissolution and liquidation of the Company; (iv) the
price at which, and the terms and conditions upon which, each such class or series may be redeemed
by the Company, if any such class or series is so redeemable; (v) the rate at which, and the terms
and conditions upon which, each such class or series may be converted into another class or series
of Shares; and (vi) the right of each such class or series to vote on Company matters, including
matters relating to the relative rights, preferences and privileges of such class or series, if any
such class or series is granted any voting rights.




          (c) If the Company issues new Shares or redeems or transfers existing Shares in accordance
with this Section 3.04, and if necessary the Shareholders shall adjust each Shareholder’s
Percentage Interest accordingly, and the new Shareholder Percentage Interest shall be attached as
an amendment to this Agreement.




     Section 3.05 Liability of Shareholders; Ability to Bind the Company.



          (a) No Shareholder shall be personally liable for the debts, obligations or liabilities of the
Company or any Affiliate of the Company solely by reason of being a Shareholder of the Company.
Notwithstanding any provision herein to the contrary, in no event shall the liability of any
Shareholder for the debts, obligations or liabilities of the Company exceed such Shareholder’s
share capital, which shall be irrevocable, unconditional, and non-repayable.




          (b) A Share shall be personal property for all purposes. All property owned by the Company
shall be deemed to be owned by the Company as an entity, and no Shareholder shall be deemed to own
any such property or any portion thereof.




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          (c) Unless otherwise provided herein, no Shareholder in its capacity as such, shall have the
right to act for or on behalf of or otherwise bind the Company.




     Section 3.06 Issuance of EBAs.



          (a) Subject to the provisions of 3.06 (e), PepsiCo shall not renew or extend the term of its
existing exclusive bottling appointments issued to Slavutich Brewery LLC (the “Existing EBA”).




          (b) PepsiCo shall use its best endeavours (without breaching the Existing EBAs) to cause
Slavutich to surrender its rights under the Existing EBAs as soon as possible.




          (c) Upon the signing hereof the Parties shall in good faith negotiate the terms of new
exclusive bottling appointments (“New EBAs”) which shall incorporate the terms previously agreed to
by the Shareholders.




          (d) Provided the Parties agree to the terms of the New EBAs, PepsiCo shall cause the New EBAs
to be issued to the Company as soon as (in the reasonable opinion of PepsiCo) PepsiCo, Inc. and 7UP
International are legally free to do so.




          (e) If the Parties fail to agree the terms of the New EBAs, the Company acknowledges that
PepsiCo, Inc. and 7UP International shall be free to renew the Existing EBAs or issue other EBAs to
such third party as PepsiCo may determine in its absolute discretion, provided the terms of such
renewal or issuance (as the case may be) are no more favourable than the terms of the New EBAs
previously offered to the Company.




ARTICLE IV




PROFITS AND LOSSES




     Section 4.01 Determination of Profits and Losses. The profits and losses of the
Company shall be determined (a) for Dutch statutory purposes, in accordance with the Code and Dutch
GAAP (provided it does not conflict with the Code) and (b) for all other purposes, in accordance
with the Code and U.S. GAAP (provided it does not conflict with the Code).



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ARTICLE V




DISTRIBUTIONS; WITHHOLDING




     Section 5.01 Distributions to the Shareholders.



     Other than distributions made upon the Company’s dissolution, which shall be made in
accordance with the Company Articles, all other distributions shall be made as follows:



          (a) Dividends





(i) The Shareholders shall procure, subject as provided in sub-clause (iii) below and in the
absence of agreement to the contrary, that in respect of each Year:




          (A) 100 per cent of the profits of the Company (available for distribution within the
meaning of the Code) shall be distributed by way of cash dividends by the Company within
three (3) months after the end of that Year, and in pursuance thereof an interim dividend
shall be declared and paid during the last three (3) months of that Year and a final
dividend shall be declared and paid not later than three (3) months after the end of that
Year and such interim dividend shall be not less than seventy five (75) per cent of the
total amount estimated by the Board to be required to be distributed under this section;




          (B) the Subsidiaries of the Company shall declare and pay to the Company sufficient and
timely dividends to ensure the Company’s compliance with this section;




(ii) In deciding whether in respect of any Year the Company has profits available for
distribution the Shareholders hereto shall procure that the Auditors shall certify in
advance of any distribution whether such profits are available or not and the amount thereof
(if any). In giving such certificate the Auditors shall act as experts and not arbitrators
and their determination shall be binding on the parties hereto.




(iii) No dividend shall be declared and/or paid by the Company:



12









 






          (A) which is prohibited by any legal commitment binding upon the Company from time to
time;




          (B) which would render the Company unable to pay its debts as and when they fall due;




          (C) the amount of which is reasonably required to be retained as prudent and proper
reserves including an allowance for future working capital and capital investments required
by the prevailing AOP and Strategic Plan, such sum to be determined by the Board within
three (3) months after the end of the relevant Year; and




          (D) the amount of which should be retained as proper provision for corporate tax or
other tax liabilities or for other actual liabilities of the Company as determined by the
Board.




(iv) Any distribution under this Section 5.01(a) shall be made to the Shareholders in
accordance with their Percentage Interests.




(b) Other Distributions. Except as otherwise provided in this Section 5.01, any
distribution must be approved in accordance with Article VI.



     Section 5.02 Withholding. All amounts withheld pursuant to any applicable tax law
with respect to any payment or distribution to a Shareholder shall be treated as amounts
distributed to such Shareholder.



ARTICLE VI




BOARD OF DIRECTORS




     Section 6.01 Number of Directors. The Company shall maintain a Board of Directors, as
required under the Code, which shall have eight (8) Directors. Each Director shall have one vote
on each matter with respect to which the Board of Directors holds a vote. Any action shall be
effective only upon the affirmative vote of a majority of the Directors in attendance at a duly
held meeting of the Board (or in accordance with Section 6.06) or the written consent of the
Directors, provided that the Shareholders are equally represented amongst the signing Directors.



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     Section 6.02 Board Composition / Term.



          (a) At least two Directors shall be residents of the Netherlands. Each Shareholder shall
nominate one such Director for appointment by the Shareholders in general meeting and each such
Director shall be a Class C Director. The Dutch resident Directors initially appointed by PAS
LuxCo and PepsiCo Cyprus are identified on Schedule B to this Agreement.




          (b) Each Shareholder shall nominate three other Directors for appointment by the Shareholders
in general meeting. The Directors initially appointed by each Shareholder are identified on
Schedule B to this Agreement. Those appointed by PAS LuxCo shall be Class A Directors and those
appointed by PepsiCo Cyprus shall be Class B Directors.




          (c) Each Director shall serve until his or her successor is appointed by PAS LuxCo or PepsiCo
Cyprus, as applicable. Each Shareholder shall, subject to Section 6.02(a), have the right to
remove and replace their respective appointees in their respective discretion and to fill any
vacancy caused by the removal, resignation or death of their respective appointees; provided,
however, that each Shareholder shall ensure that at least two of their respective appointees shall
be senior executives within their respective companies. Directors shall not be compensated for
their services by the Company, but shall be reimbursed by the appointing Shareholder for their
expenses associated with being a Director.




     Section 6.03 Chairman. The Chairman of the Board shall be appointed by PAS LuxCo.



     Section 6.04 Meetings. The Board shall meet at least 4 times in a fiscal year at a
time and place as mutually agreed by the Shareholders and at least six Directors (three each
appointed by different Shareholders) shall attend such meetings in person or by telephone.
Additional meetings shall be convened at the written request of either Shareholder with the consent
of the other Shareholder, which consent shall not be unreasonably withheld. At each additional
meeting of the Board, a quorum shall exist if at least four Directors are present (in person or by
telephone) with at least two of such Directors having been appointed by each Shareholder.



     Section 6.05 Duties. The Board shall endeavour to promote the purpose of the Company
as described in Section 2.04 and shall have all such duties, obligations and authority as



14









 







set out in the Company Articles and the Code and that are required of a board of directors
under the Code or under Dutch company law generally. In addition, the Board shall have the duties,
obligations and authority set out in the subsections of this Section 6.05. The Board shall have no
other duty, obligation or authority except as provided under this Section 6.05, the Company
Articles, the Code or under applicable Netherlands law.



          (a) Generally. The Board shall establish the overall direction and strategy of the
Company and the Business and shall oversee the annual and quarterly performance of the Business,
and shall evaluate the progress of the Business against certain key performance indicators as the
Board may determine from time to time.




          (b) Strategic Plan and AOP. Commencing in 2007, the Management Team shall prepare,
with the input and/or participation of senior management of PAS and PI, and the Board shall meet to
discuss and approve, (i) the Strategic Plan and (ii) the Annual Operating Plan for the upcoming
Year. The Management Team shall deliver to the Board (i) its draft of the Strategic Plan prior to
June 30 of each Year, and (ii) its draft of the AOP prior to November 15 of each Year. The Board
shall also have the authority to approve any material change to the AOP, as proposed by the
Management Team, within a given Year.




          (c) Board Approval Required. The Company shall not undertake and shall procure that
none of its Subsidiaries undertake any of the following activities without the prior written
affirmative resolution of three quarters of all the Directors:





(i) The adoption or material modification of an AOP; including, without limitation, the
assumption of material liabilities greater than those provided for in the AOP;




(ii) The sale or transfer of all or a material part of the assets of the Company;




(iii) Entering into, amending or terminating any transactions between the Company and any
Shareholder;




(iv) Introducing any new products to the Business.




(v) Any acquisition, divestiture of any business (whether by way of share or asset sale or
purchase and whether in whole or in part.)



15









 






(vi) Any effort to engage in a new line of business outside the Ordinary Course.




(vii) Any capital expenditure not contemplated in an approved AOP in excess of
US$ 5,000,000.




(viii) Any external financing by the Company or the Subsidiaries in excess of that
contemplated by an approved AOP.




(ix) Any decision not to pay a cash dividend in accordance with Section 5.01(a), despite the
availability of profits for such purposes.




(x) Any transaction involving the Company or one of its Subsidiaries and PAS or one of its
subsidiaries.




(xi) Entering into any material contract, commitment or arrangement which is inconsistent
with the applicable AOP;




(xii) The appointment and/or replacement of the GM, the Chief Financial Officer and the Vice
President of Marketing, who shall be nominated in accordance with Section 7.02;




(xiii) Making or committing to make any capital expenditure or capital investment (or series
of related expenditures or investments) in excess of US$5,000,000 unless such higher amount
is specifically approved as part of the AOP;




(xiv) Incurring any indebtedness for borrowed money or creating any encumbrance or security
over the assets of the Company which (in each case) is inconsistent with the applicable AOP;




(xv) Making any loans to any person or grant any guarantee or indemnity, in any case other
than in the ordinary course of business; or



          (d) Shareholders’ Reservation of Powers. The Shareholders specifically reserve to
themselves and do not delegate to the Board any power to:





(i) amend this Agreement (including the dividend policy);




(ii) permit any Shareholder to transfer, assign, pledge or otherwise hypothecate all or part
of its Shares in the Company;



16









 






(iii) alter or amend the Company Articles or memorandum of association from the form adopted
pursuant to Section 2;




(iv) enter into voluntary liquidation while the Company is solvent;




(v) carry out any form of restructuring of the Company’s share capital;




(vi) increase the number of Directors or alter the permitted number of Directors approved by
each Shareholder; and




(vii) issue new shares or redeem or transfer existing Shares in accordance with Section
3.04.




(viii) changing the Company’s Auditors, accounting reference date or business name.



     All of the foregoing matters shall require the unanimous consent of both Shareholders and in
the absence thereof shall be subject to the procedures for resolving deadlock set forth in Section
6.06.



     Section 6.06 Deadlocked Matters.



          (a) Escalation Process. Any Deadlocked Matter shall be the subject of the Escalation
Process more particularly described below:





	 	(i)	 	In the event of a Deadlocked Matter the Board or the Shareholders (as the case
may be) shall promptly refer it in writing to the PAS COO and the PI Europe President,
who shall in good faith endeavour to resolve the Deadlocked Matter within ten working
days of their having received written notice of the Deadlocked Matter.
	 
	 	(ii)	 	If the PAS COO and the PI Europe President are unable to resolve the Deadlocked
Matter, they shall promptly refer it in writing to the PAS CFO and the PI CFO who shall
in good faith endeavour to resolve the Deadlocked Matter within ten working days of
their having received written notice of the Deadlocked Matter;
	 
	 	(iii)	 	If the PAS CFO and the PI CFO are unable to resolve the Deadlocked Matter,
they shall promptly refer it in writing to the PAS CEO and PI CEO who shall in






17











 






good faith endeavour to resolve the Deadlocked matter within ten working days of
their having received written notice of the Deadlocked Matter.




	 	(iv)	 	If any Deadlocked Matter is resolved either by the COOs, CFOs or CEOs (as the
case may be) each Shareholder shall cause its Board Directors to sign a written
resolution to reflect the terms of such resolution.





            (b)  Unresolved Deadlocked Matters . If having been subjected to the Escalation
Process, a Deadlocked Matter remains unresolved, the Shareholders shall continue to negotiate a
resolution in good faith pending which no action shall be taken in relation to the Deadlocked
Matter. If the Deadlocked Matter is one of capital expenditure or a Strategic Plan, then (i) in the
case of a disputed item of capital expenditure, the Company shall not incur such item until such
matter is resolved, (ii) in the case of a disputed Strategic Plan, it shall not become effective
until it is approved, and pending such resolution, the Company and Business shall operate in
accordance with the most recently approved Strategic Plan.



ARTICLE VII




GOVERNANCE OF COMPANY AND BUSINESS




     Section 7.01 Governance Principles. The governance of the Company and the Business
shall be guided by the following principles:



            (a) Communication. Each Shareholder and their respective representatives shall have
unimpeded access to the operations, performance, finances, key initiatives (including
capacity/capex, strategic initiatives, etc.), marketing (including strategy, spend, etc.), and
other such aspects of the Company and the Business as the Shareholders may reasonably request. The
Company, through the Management Team, shall provide to PAS and PepsiCo clear and detailed written
reports each month on:



     (i) the past and current performance of the Business; and



     (ii) forecasts (including the drivers of such forecasts) of the Company and the Business.



18









 




The Board and the Management Team shall proactively communicate any material business issues
relating to the Company and the Business to the Shareholders in written reports in such form and
with such content as the Board and/or Management Team may reasonably determine.



The Shareholders shall procure that the Board shall as soon as practicable after the signing
hereof, pass a written resolution delegating the day to day management of the Business to the
Management Team, and noting that the Management Team shall report to the Board in accordance with
this Article VII.




            (b) Management. The Shareholders shall ensure that the Business will be operated in
the best interests of the Company. The Shareholders, through their representatives on the Board
and Management Team and their participation in the meetings described in Section 7.03, shall
actively and mutually assist the Management Team in the development of the Strategic Plan and the
AOP, including the associated capacity plans and marketing and sales plans related to the Business.
The Management Team shall be responsible for the day-to-day management of the Business.



     Section 7.02 Management Team.



            (a) Composition. The Management Team shall be comprised of the GM and his or her
direct reports, who shall include a Chief Financial Officer and a Vice President of Marketing. The
GM shall be the head of the Management Team and shall report to the chairman of the Board in
respect of day to day operational matters and to the Board in respect of all other matters,
including all those concerning AOP, Strategic Plans and any changes to the Ordinary Course. The GM
and the Chief Financial Officer shall be appointed (and terminated and replaced as necessary) by
PAS, who undertakes not to appoint the GM as chairman of the Board. The Vice President of Marketing
shall be appointed (and terminated and replaced as necessary) by PepsiCo; provided, however, the
appointment and/or replacement of the GM, Chief Financial Officer and the Vice President of
Marketing shall be subject to the approval of the Board.



            (b) Responsibilities. The GM shall have full and final authority over the day-to-day
operation of the Ukrainian Subsidiary in accordance with the prevailing AOP, and shall resolve any
dispute within the Management Team related thereto. The GM shall be responsible for and (subject
to Section 6.05) is hereby empowered to do or cause to be done all actions



19









 




reasonably necessary to ensure the execution of the prevailing AOP, without any further
approval of the Board or the Shareholders. The GM shall not cause the Ukrainian Subsidiary to
undertake any action which constitutes a material change to the prevailing AOP without first
obtaining the written approval of the Board thereto.




            (c) Marketing Team. The Business shall have a Marketing Team, consisting of the Vice
President of Marketing, as well as marketing personnel from PAS. The appointment or removal of any
director-level marketing employee employed in connection with a new line of business or
acquisition, including any director of juice, shall be approved by PepsiCo. The Vice President of
Marketing shall have dual reporting lines to the GM and to the head of Marketing for PI’s European
operations, who shall jointly set the Vice President of Marketing’s performance objectives and
undertake his or her performance reviews. The GM and the head of Marketing for PI’s European
operations shall jointly participate and contribute to other development activities related to
Marketing Team, including the people planning process, career development plans and training.



     Section 7.03 Business Reviews.



            (a) Monthly Business Reviews. Each month by means of a phone call, the Management
Team shall provide a review of the Business to the management of PI Europe and PAS Europe. Such
meetings shall be integrated into other meetings involving the participants, and the parties shall
agree on the templates/scorecards for such meetings to report on the performance of the Business
versus the prevailing AOP and Strategic Plan.



            (b) Quarterly Business Reviews. The Management Team shall provide a written review of
the Business to the Board at each quarterly meeting of the Board. Such review shall address, among
other things, operations, key performance indicators and progress against strategic goals.



     Section 7.04 Authorized Signatories / Related Party Agreements. Each duly appointed
officer of the Company shall have the authority to execute such documents as are necessary or
appropriate to evidence any transaction involving the Company that is approved in accordance with
Articles VI and VII hereof; provided however, that with respect to any document



20









 




evidencing a transaction involving the Company or one of its Affiliates and a Shareholder or
one of its Affiliates only an officer appointed by the Shareholder who is not a party (directly or
through its Affiliate) to the transaction shall be authorized to execute such document on behalf of
the Company.




ARTICLE VIII




RECORDS, ACCOUNTING MATTERS,




     Section 8.01 Maintenance & Review of Records and Financial Controls. The Company
shall maintain, at the registered office of the Company, books, records, and accounts showing
separately, in accordance with PAS’s usual policies, all items that in any way affect the financial
and tax computations called for by this Agreement, and shall make the records, and accounts
available for inspection and copying by any Shareholder or its authorized representative at all
reasonable times. Each Shareholder shall have the right to review all financial books, records,
reports and statements of the Company, and the Company shall ensure that PAS’s external auditor
shall have such access to the Company’s financial books, records, reports, statements, and internal
controls and processes as shall be necessary to support PAS’s consolidation of the Company’s
results. PAS shall ensure that the financial controls to which the Company shall be subject shall
comply fully with all applicable legislation, including, to the extent determined applicable by
PAS, the Sarbanes-Oxley Act of 2002.



     Section 8.02 Audit / Preparation of Financial Reports.



            (a) PAS shall perform an annual audit of the financial books, records, reports, statements,
and internal controls and processes of the Company to ensure that all such items are in accordance
with PAS’s financial and accounting policies. PAS shall perform such audit through its internal
audit function. The scope and timeline of such audit shall be mutually agreed by the Shareholders,
and PI shall have the right to participate in the audit performed by PAS. PAS shall cause to be
prepared and furnished to the Shareholders, within one hundred eighty (180) days after the close of
the Year, audited financial statements of the Company.



21









 





            (b) The Company shall prepare or cause to be prepared, within twenty (20) business days after
the close of each month, a financial report for such month, and shall cause a copy of the report to
be furnished to each of the Shareholders. Such copy shall include a balance sheet as of the last
day of the calendar month and a statement of income or profit and loss for the calendar month and
the year-to-date period including that calendar month. The statement of income or profit and loss
shall disclose the amount of and any changes in profit or loss, and shall show in particular the
amounts of depreciation, amortization, interest, and extraordinary income or charges, whether or
not included in the operating income.



     Section 8.03 Accounting Method. The Company shall prepare its financial statements in
accordance with the Code and US GAAP, applied in accordance with PAS’s accounting policies. PAS
shall consolidate the Company’s financial results on PAS’ consolidated financial statements.



     Section 8.04 Confidentiality.



     All Company and Business records and accounts, including reports, shall be treated as
confidential and the Shareholders shall take or cause to be taken such reasonable precautions to
prevent the disclosure thereof to any unauthorized Person for a period ending ten (10) years
following the dissolution and winding-up of the Company.



     Section 8.05 Subsidiaries.



     The Company shall procure that this Article 8 shall apply mutatis mutandis to the
Subsidiaries.



ARTICLE IX




RESTRICTIONS ON TRANSFER




     Section 9.01 Restrictions on Transfers. Except as otherwise provided in Section 9.02,
no Shareholder may sell, assign, convey, transfer, give, donate or otherwise dispose of
(collectively, “Transfer”) or mortgage, pledge, hypothecate, assign as security or otherwise
encumber (collectively, “Encumber”), or contract to Transfer or Encumber, any of its Shares,



22









 





without the prior written consent of the other Shareholder, which consent may be withheld or
conditioned in each such other Shareholder’s sole discretion. No purported Transfer or Encumbrance
made in breach of the previous sentence (an “Ineffective Transfer”), shall be recognized by the
Company. An Ineffective Transfer shall be void and shall not be recorded as a transfer on the
transfer records of the Company.



     Section 9.02 Transfers to Affiliates. A Shareholder may freely, upon notice to the
other Shareholder and with the consent of the other Shareholder (such consent not to be
unreasonably withheld or delayed), transfer its Shares to any of its Affiliates provided that any
such transferee shall agree prior to such transfer to be bound by the terms of this Agreement.



ARTICLE X




DISSOLUTION AND TERMINATION




     Section 10.01 Events of Dissolution. The Company shall continue in perpetuity until
dissolved. The Company shall be dissolved and its affairs shall be wound up immediately if any of
the following occur:



            (a) the Company’s dissolution is unanimously agreed in writing by the Shareholders; or



            (b) the Company is deemed Insolvent.



ARTICLE XI




REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 11.01 Representations and Warranties of Shareholders. Each Shareholder hereby
represents, warrants and covenants as follows:



            (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good
standing under the laws of the jurisdiction of its formation.



23









 





            (b) Such Shareholder has the right, power and authority to enter into this Agreement, to
become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a
legal, valid and binding obligation of such Shareholder.



            (c) The execution and delivery of this Agreement does not violate or conflict with the
charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license,
permit, order or other document applicable to or binding upon such Shareholder or any of its
properties; and no consent, approval, authorization or order of any court or government authority
or third party is required with respect to such Shareholder in connection with the execution and
delivery of this Agreement.



            (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent
or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s
fee, commission or similar payment to any Person on account of this Agreement or the transactions
provided for herein.



            (e) Except for a change of law over which the affected Shareholder has no control (and the
affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder
learns of such occurrence), the foregoing representations and warranties shall remain true and
accurate during the term of the Company, and such Shareholder shall neither take action nor permit
action to be taken which would cause any of the foregoing representations to become untrue or
inaccurate.



            (f) The undersigned Shareholders understand (i) that the Shares have not been registered under
the Securities Act or any state securities laws because the Company is issuing these Shares in
reliance upon the exemptions from the registration requirements of the Securities Act or applicable
state securities laws providing for issuance of securities not involving a public offering, (ii)
that the Company has relied upon the fact that the Shares are to be held by each Shareholder for
investment, and (iii) that exemption from registration under the Securities Act or applicable state
securities laws would not be available if the Shares were acquired by a Shareholder with a view to
distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder
is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to
the resale or distribution thereof. Each Shareholder shall not



24









 




transfer, sell or offer for sale all or any portion of the Shares unless there is an effective
registration or other qualification relating thereto under the Securities Act and under any
applicable state securities laws or unless the holder of Shares delivers to the Company an opinion
of counsel, satisfactory to the Company, that such registration or other qualification under the
Securities Act and applicable state securities laws is not required in connection with such
transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to
register the Shares or to assist such Shareholder in complying with any exemption from registration
under the Securities Act or any state securities laws if such Shareholder should, at a later date,
wish to dispose of the Shares.




     Section 11.02 Representations and Warranties of PAS.


PAS hereby represents and warrants and covenants that prior to signing hereof the Company has
transacted no business whatsoever and incurred no liabilities.




     Section 11.03 Non-Competition Covenants.



            (a) While this Agreement is in effect, neither PAS nor any of its Affiliates will engage,
directly or indirectly, in a Ukrainian Beverage Business or in the manufacture, sale, marketing or
distribution of any snack foods in the Ukraine other than through the Company, unless it receives
the advance written consent of PepsiCo.



            (b) Subject to Section 11.03 (c), while this Agreement is in effect, neither PepsiCo nor any
of its Affiliates will engage, directly or indirectly, in a Ukrainian Beverage Business, other than
through the Company, unless PepsiCo receives the advance written consent of PAS;



            (c) The following shall be exceptions to the non compete covenant set forth in Section
11.03(b):



     (i) The Existing EBAs



     (ii) The renewal of the Existing EBAs or the issuance of the New EBAs to an entity other
than the Company in accordance with Section 3.06



25









 





     (iii) The acquisition by PepsiCo (independent of the Company and without having obtained its
prior consent) of a Ukrainian Beverage Business, provided that PepsiCo has, as soon as
practicable and in good faith, offered the Company the right to purchase the Ukrainian
Beverage Business (or that part of the target business which is a Ukrainian Beverage
Business) on the same proportionate terms that PepsiCo acquires such Ukrainian Beverage
Business and if the Company declines such offer, then PepsiCo may acquire and operate
(either directly, through its Affiliates or through third parties) such Ukrainian Beverage
Business independently of the Company without being in breach of this Section 11.03 (b).


For the avoidance of doubt the restrictions set forth herein shall not prevent PepsiCo or
its Affiliates from engaging independently of the Company (either directly or indirectly) in
the manufacture, sale or distribution of juices or juice based beverages anywhere in the
Export Markets.




ARTICLE XII




MISCELLANEOUS




     Section 12.01 Partial Invalidity.



     In case any one or more of the covenants, agreements, or provisions hereof shall be invalid,
illegal, or unenforceable in any respect, the validity of the remaining covenants, agreements, or
provisions hereof shall be in no way affected, prejudiced, or disturbed thereby.



     Section 12.02 Notices.



     Except as otherwise provided herein, all notices or other communications required or permitted
to be given hereunder shall be in writing, shall be given by recorded delivery, or personally
delivered with confirmation of delivery obtained, and shall be deemed to have been duly given when
received at the address specified below:



26









 




If to PAS LuxCo:

Attn: Director




[Address Pending]



With a copy to:



PepsiAmericas, Inc.

4000 Dain Rauscher Plaza

60 South Sixth Street

Minneapolis, MN 55402

Attn: Chief Financial Officer



If to PepsiCo Cyprus:

Attn: Director

Kyriakou Matsi, 16

Eagle House, 10th Floor

Agioi Omologites, P.C. 1082, Nicosia Cyprus



With a copy to:



PepsiCo, Inc.

700 Anderson Hill Road

Purchase, NY 10577

Attn: International Counsel



Any Shareholder shall have the right to change its address for notice hereunder from time to time
to such other address as may hereafter be furnished in writing by such Shareholder to the other
Shareholders.




     Section 12.03 Amendment.



     This Agreement may be modified or amended at any time only upon the unanimous consent of the
Shareholders, which shall be evidenced by the Shareholders executing a writing effecting such
amendment.



     Section 12.04 Consents; Waivers.



     No consent or waiver, express or implied, by the Company or any Shareholder to or of any
breach or default by any Shareholder in the performance by such Shareholder of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such Shareholder hereunder. Failure on the part of the Company or
the other Shareholders to complain of any act or failure to act of the other



27









 




Shareholder or to declare the other Shareholders in default, irrespective of how long such
failure continues, shall not constitute a waiver by the Company or such Shareholders of the rights
of the Company or such Shareholder hereunder.




     Section 12.05 Choice of Law and Forum.



     This Agreement and all rights and liabilities of the Shareholders hereunder shall be subject
to and governed by the substantive laws (and not the choice of law rules) of the State of New York,
United States notwithstanding the conflict of laws rules thereof, and any disputes arising
hereunder or relating to this Agreement shall be submitted to the exclusive jurisdiction of the
United States District Court for the Northern District of Illinois.



     Section 12.06 Multiple Counterparts.



     This Agreement may be executed and acknowledged in multiple counterparts, each of which shall
be an original, but all of which shall be and constitute one instrument.



     Section 12.07 Entire Agreement.



     This Agreement, including all Exhibits, Schedules and Appendices, constitutes the entire
agreement between the parties with respect to the subject matter hereof. This Agreement supersedes
any prior agreement or understanding among the parties, written or oral, and may not be modified or
amended in any manner other than as set forth herein.



     Section 12.08 Binding Effect; Assignment.



     This Agreement shall be binding upon and inure to the benefit of the Company and the
Shareholders. No assignment of rights or delegation of duties arising under this Agreement may be
made by any party hereto except as otherwise provided herein.



     Section 12.09 No Third-Party Beneficiaries.



     This Agreement is for the sole benefit of the Shareholders and their permitted assigns, and
nothing herein expressed or implied shall give or be construed to give to any Person, other than
the Shareholders and such assigns, any legal or equitable rights hereunder.



28









 





     Section 12.10 Expenses.



     Each of the parties hereto shall pay the fees and expenses of its respective counsel,
accountants and other experts (including any broker, finder, advisor or intermediary) and shall pay
all other expenses incurred by it in connection with the negotiation, preparation and execution of
this Agreement and the consummation of the transactions contemplated hereby.



     Section 12.11 Press Releases.



     Each of the Shareholders hereby agrees that, except as otherwise required by law or stock
exchange regulations, any press release or other public announcement regarding the transactions
contemplated by this Agreement or the business and/or operations of the Company shall be made only
with the mutual consent of the Shareholders.



     Section 12.12 Tax Matters.



     For U.S. federal income tax purposes the Shareholders shall elect pursuant to U.S. Treasury
Regulations Section 301.7701-3(c) to treat:



     (i) The Company as a partnership and



     (ii) Any Subsidiaries as either a partnership or a disregarded entity as determined by US
Treasury Regulations to the extent permitted under U.S. tax law.


and shall at all times act in a manner consistent with such election. All other elections or
decisions by the Company with respect to the U.S. Internal Revenue Code of 1986, as amended, or any
other applicable tax law shall be taken in such manner as the Shareholders may reasonably determine
from time to time.




[Signature Page Immediately Follows]




29









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date
and year first above written.



	 	 	 	 	 
	Sandora Holdings B.V.

	 	 	 	PAS Luxembourg s.a.r.l.
	 
	 	 	 	 
	By:  /s/ Stephen Rogers

	 	 	 	By:  /s/ Stephen Rogers
	Name: Stephen Rogers

	 	 	 	Name: Stephen Rogers
	Title: Manager A

	 	 	 	Title: Manager
	 
	 	 	 	 
	By:   /s/ Andrew Stark

	 	 	 	By:  /s/ Cornelius Bechtel
	Name: Andrew Stark

	 	 	 	Name: Cornelius Bechtel
	Title: Manager B

	 	 	 	Title: Manager B
	 
	 	 	 	 
	By:  /s/ Y.M. Theun
	 	 	 	 
	Name: Y.M. Theun
	 	 	 	 
	Title: Manager C
	 	 	 	 
	 
	 	 	 	 
	Linkbay Limited
	 	 	 	 
	 
	 	 	 	 
	By:  /s/ A.J. Macleod
	 	 	 	 
	Name: Andrew John Macleod
	 	 	 	 
	Title: Director
	 	 	 	 
	 
	 	 	 	 
	Acknowledged:
	 	 	 	 
	 
	 	 	 	 
	PepsiCo, Inc.

	 	 	 	PepsiAmericas, Inc.
	 
	 	 	 	 
	By: /s/ Tim Heaviside

	 	 	 	By: /s/ Alexander Ware
	Name: Tim Heaviside

	 	 	 	Name: Alexander Ware
	Title: Vice President

	 	 	 	Title Executive Vice President and
Chief 

         Financial Officer







B-1