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EXHIBIT 10.1




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    2Section 1.01 Defined Terms
    
    
    2Section 1.02 Interpretation
    
    
    6ARTICLE II FORMATION OF THE COMPANY
    
    
    7Section 2.01 Formation
    
    
    7Section 2.02 Registered Office
    
    
    7Section 2.03 Name
    
    
    7Section 2.04 Purpose and Character of Business
    
    
    7Section 2.05 Duration
    
    
    7Section 2.06 Filings, Reports and Formalities
    
    
    7Section 2.07 Effective Date
    
    
    8Section 2.08 Territory
    
    
    8Section 2.09 Export Markets
    
    
    8Section 2.10 Conflicts
    
    
    8ARTICLE III CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
    
    
    9Section 3.01 Share Capital Accounts / Subscription to Shares
    
    
    9Section 3.02 Share Premium Contribution by the Shareholders
    
    
    9Section 3.03 Return of Contributions
    
    
    9Section 3.04 Additional Issuance of Shares; Additional Classes of Shares
    
    
    9Section 3.05 Liability of Shareholders; Ability to Bind the Company
    
    
    10Section 3.06 Issuance of EBAs
    
    
    11ARTICLE IV PROFITS AND LOSSES
    
    
    11Section 4.01 Determination of Profits and Losses
    
    
    11ARTICLE V DISTRIBUTIONS; WITHHOLDING
    
    
    12Section 5.01 Distributions to the Shareholders
    
    
    12Section 5.02 Withholding
    
    
    13ARTICLE VI BOARD OF DIRECTORS
    
    
    13Section 6.01 Number of Directors
    
    
    13Section 6.02 Board Composition / Term
    
    
    14Section 6.03 Chairman
    
    
    14
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TABLE OF CONTENTS
 PageSection 6.04 Meetings
    
    
    14Section 6.05 Duties
    
    
    14Section 6.06 Deadlocked Matters
    
    
    17ARTICLE VII GOVERNANCE OF COMPANY AND BUSINESS
    
    
    18Section 7.01 Governance Principles
    
    
    18Section 7.02 Management Team
    
    
    19Section 7.03 Business Reviews
    
    
    20Section 7.04 Authorized Signatories / Related Party Agreements
    
    
    20ARTICLE VIII RECORDS, ACCOUNTING MATTERS,
    
    
    21Section 8.01 Maintenance & Review of Records and Financial Controls
    
    
    21Section 8.02 Audit / Preparation of Financial Reports
    
    
    21Section 8.03 Accounting Method
    
    
    22Section 8.04 Confidentiality
    
    
    22Section 8.05 Subsidiaries
    
    
    22ARTICLE IX RESTRICTIONS ON TRANSFER
    
    
    22Section 9.01 Restrictions on Transfers
    
    
    22Section 9.02 Transfers to Affiliates
    
    
    23ARTICLE X DISSOLUTION AND TERMINATION
    
    
    23Section 10.01 Events of Dissolution
    
    
    23ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    23Section 11.01 Representations and Warranties of Shareholders
    
    
    23Section 11.02 Representations and Warranties of PAS
    
    
    25Section 11.03 Non-Competition Covenants
    
    
    25ARTICLE XII MISCELLANEOUS
    
    
    26Section 12.01 Partial Invalidity
    
    
    26Section 12.02 Notices
    
    
    26Section 12.03 Amendment
    
    
    27Section 12.04 Consents; Waivers
    
    
    27Section 12.05 Choice of Law and Forum
    
    
    28Section 12.06 Multiple Counterparts
    
    
    28
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TABLE OF CONTENTS
 PageSection 12.07 Entire Agreement
    
    
    28Section 12.08 Binding Effect; Assignment
    
    
    28Section 12.09 No Third-Party Beneficiaries
    
    
    28Section 12.10 Expenses
    
    
    29Section 12.11 Press Releases
    
    
    29Section 12.12 Tax Matters
    
    
    29
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AGREEMENT
 BETWEEN THE SHAREHOLDERS
 of
 SANDORA HOLDINGS B.V.
 
 Agreement th
 PRELIMINARY STATEMENT
      1




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ARTICLE I
 DEFINITIONS
 Defined Terms
 Affiliate
 Agreement
 Annual Operating Plan AOP
 Auditors
 Board of Directors Board
 2




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Business
 Code
 Company
 Company Articles
 Deadlocked Matter
 Director
 Dutch GAAP
 EBA(s)
 Encumber
 Escalation Process
 Export Markets
 Fiscal Year
 Ineffective Transfers
 3




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Insolvent
 GM
 Management Team
 Marketing Team
 Ordinary Course
 PAS
 PAS CEO
 PAS CFO
 PAS COO
 PAS LuxCo
 Pepsi Beverages
 PepsiCo International PI
 PepsiCo
 PepsiCo Cyprus
 4




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Percentage Interest
 Person
 PI CEO
 PI CFO
 PI Europe President
 Pre-Closing Tax Period
 Sandora Juice
 Securities Act
 Shares
 Shareholder
 Strategic Plan
 5




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Subsidiary
 Transfer
 Ukraine Beverage Business
 Ukrainian Subsidiary
 US GAAP
 Year
 Interpretation
 6




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ARTICLE II
 FORMATION OF THE COMPANY
 Formation
  Registered Office
  Name
 Purpose and Character of Business
  Duration
 Filings, Reports and Formalities
  7




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Effective Date
 Territory
 Export Markets
 Conflicts
 8




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ARTICLE III
 CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
 Share Capital Accounts / Subscription to Shares
 o
 Shareholder
    
    Number of SharesPAS LuxCo
    
    10,800 Class A Ordinary SharesPepsiCo Cyprus
    
    7,200 Class B Ordinary Shares
 Share Premium Contribution by the Shareholders.
  Return of Contributions
 Additional Issuance of Shares; Additional Classes of Shares
 ,
 9




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Liability of Shareholders; Ability to Bind the Company
   10




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Issuance of EBAs
      ARTICLE IV
 PROFITS AND LOSSES
 Determination of Profits and Losses
 11




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ARTICLE V
 DISTRIBUTIONS; WITHHOLDING
 Distributions to the Shareholders
  Dividends
      12




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Other Distributions
 Withholding
 ARTICLE VI
 BOARD OF DIRECTORS
 Number of Directors
 13




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Board Composition / Term
    Chairman
 Meetings
 Duties
 14




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Generally
 Strategic Plan and AOP
 Board Approval Required
      15




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Shareholders Reservation of Powers
   16




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Deadlocked Matters
 Escalation Process
 (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
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(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.
 Unresolved Deadlocked Matters
 ARTICLE VII
 GOVERNANCE OF COMPANY AND BUSINESS
 Governance Principles
 Communication
   18




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Management
 Management Team
 Composition
 Responsibilities
 19




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Marketing Team
 Business Reviews
 Monthly Business Reviews
 Quarterly Business Reviews
 Authorized Signatories / Related Party Agreements
 20




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ARTICLE VIII
 RECORDS, ACCOUNTING MATTERS,
 Maintenance & Review of Records and Financial Controls
 Audit / Preparation of Financial Reports
  21




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Accounting Method
 Confidentiality
  Subsidiaries.
 mutatis mutandis
 ARTICLE IX
 RESTRICTIONS ON TRANSFER
 Restrictions on Transfers
 22




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Transfers to Affiliates
 ARTICLE X
 DISSOLUTION AND TERMINATION
 Events of Dissolution
   ARTICLE XI
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 Representations and Warranties of Shareholders
  23




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24




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Representations and Warranties of PAS
  Non-Competition Covenants
      25




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ARTICLE XII
 MISCELLANEOUS
 Partial Invalidity
  Notices
  26




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[Address Pending]
  
 th
  
  Amendment
  Consents; Waivers
  27




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Choice of Law and Forum
  Multiple Counterparts
  Entire Agreement
  Binding Effect; Assignment
  No Third-Party Beneficiaries
  28




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Expenses
  Press Releases
        29




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Sandora Holdings B.V.
    
    
    
    PAS Luxembourg s.a.r.l.By:  /s/ Stephen Rogers
    
    
    
    By:  /s/ Stephen RogersName: Stephen Rogers
    
    
    
    Name: Stephen RogersTitle: Manager A
    
    
    
    Title: ManagerBy:  /s/ Andrew Stark
    
    
    
    By:  /s/ Cornelius BechtelName: Andrew Stark
    
    
    
    Name: Cornelius BechtelTitle: Manager B
    
    
    
    Title: Manager BBy:  /s/ Y.M. TheunName: Y.M. TheunTitle: Manager CLinkbay LimitedBy:  /s/ A.J. MacleodName: Andrew John MacleodTitle: DirectorAcknowledged:PepsiCo, Inc.
    
    
    
    PepsiAmericas, Inc.By: /s/ Tim Heaviside
    
    
    
    By: /s/ Alexander WareName: Tim Heaviside
    
    
    
    Name: Alexander WareTitle: Vice President
    
    
    
    Title Executive Vice President and
Chief 
         Financial Officer
 B-1