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EXHIBIT 10.1
 7 June 2007
 AGREEMENT
 For the sale and purchase of participation interests in
 LIMITED LIABILITY COMPANY SANDORA
 Between
 IGOR YEVGENOVYCH BEZZUB
RAIMONDAS TUMENAS
 as Sellers
 and
 PEPSIAMERICAS, INC. and PEPSICO, INC.
 as Buyers




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Table of Contents
 1. INTERPRETATION
    
    
    12. SALE AND PURCHASE
    
    
    83. CONSIDERATION
    
    
    84. RETENTION
    
    
    95. CONDITIONS
    
    
    106. COMPLETION
    
    
    127. PRE-COMPLETION OBLIGATIONS OF THE SELLERS
    
    
    158. TERMINATION
    
    
    189. ACCESS PRIOR TO COMPLETION
    
    
    1910. SELLERS WARRANTIES
    
    
    2011. BUYERS WARRANTIES
    
    
    2112. TAX COVENANT
    
    
    2213. LIMITATIONS ON CLAIMS
    
    
    2214. NOTICE OF AND CONDUCT OF CLAIMS
    
    
    2215. NON-COMPETE AND POST COMPLETION OBLIGATIONS
    
    
    2316. CONFIDENTIALITY
    
    
    2417. ANNOUNCEMENTS
    
    
    2518. ASSIGNMENT
    
    
    2519. VARIATION
    
    
    2620. WAIVER
    
    
    2621. ENTIRE AGREEMENT
    
    
    2622. EFFECT OF COMPLETION
    
    
    2623. COSTS
    
    
    2624. EXCHANGE RATE
    
    
    2725. COUNTERPARTS
    
    
    2726. NOTICES; POWER OF ATTORNEY
    
    
    2727. GOVERNING LAW; ARBITRATION
    
    
    2828. LANGUAGE
    
    
    29SCHEDULE 1 INFORMATION ABOUT THE COMPANY AND ITS SUBSIDIARIES
    
    
    30SCHEDULE 2 DETAILS OF SELLERS, THEIR PARTICIPATION INTERESTS,
CONSIDERATION DUE AND PROPORTIONATE LIABILITY
    
    
    34SCHEDULE 3 WARRANTIES
    
    
    35SCHEDULE 4 LIMITATIONS ON SELLERS LIABILITY
    
    
    43SCHEDULE 5 NEW CHARTER
    
    
    49SCHEDULE 6 REAL PROPERTY
    
    
    74SCHEDULE 7 TAX COVENANT
    
    
    83SCHEDULE 8 UNWINDING DOCUMENTS
    
    
    89SCHEDULE 9 MATERIAL ADVERSE EFFECT CERTIFICATE
    
    
    90SCHEDULE 10 CAPEX PLAN
    
    
    91SCHEDULE 11 WORKS OF ART
    
    
    92




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THIS AGREEMENT
 (1)
    
    Igor Yevgenovych Bezzub and Raimondas Tumenas, each of whom are individuals residing in the
Republic of Lithuania (the Sellers); and
 (2)
    
    PepsiAmericas, Inc., a company incorporated in Delaware and PepsiCo, Inc., a company
incorporated in North Carolina (collectively, the Buyers).(each a Party and together the Parties).
 RECITALS
 (A)
    
    Limited Liability Company Sandora (the Company) was registered in the Ukraine on 8
October 1998 with registered number 1511 120 0000 0000 23 and identification number 22430008
and is a limited liability company. Particulars of the Company and its directors are set out
in Schedule 1.
 (B)
    
    As of the date hereof, the Sellers together hold 70% (seventy per cent) of the participation
interests in the Company. The remaining 30% (thirty per cent) of the participation interests
are held as of the date hereof by Marina Bezzub, Agne Tumenaite, Sergiy Oleksandrovych Sypko,
Olena Mykhailivna Sypko, Oleksiy Sergiyovich Sypko and Andriy Sergiyovich Sypko (together, the
Other Participants).
 (C)
    
    The Sellers have agreed to sell and the Buyers have agreed to buy the Participation Interests
(as defined below) for the consideration and upon the terms and subject to the conditions set
out in this Agreement (the Transaction).
 IT IS AGREED
 1.
    
    INTERPRETATION1.1
    
    In this Agreement, the following expressions have the following meanings:
 Accounts
    
    means the consolidated audited accounts,
prepared in accordance with IFRS, of the
Company and the Subsidiaries for the twelve
month period ended on the Accounts Date
comprising a balance sheet, a profit and
loss account, notes and directors and
auditors reports, a copy of which is
attached to the Disclosure Letter;Accounts Date
    
    means 31 December 2006;Advisors
    
    has the meaning given to it in Clause 7.7;Advisors Accounts
    
    has the meaning given to it in Clause 7.7.2;Advisory Fees
    
    has the meaning given to it in Clause 7.7;Advisory Fees Notice
    
    has the meaning given to it in Clause 7.7.2;
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Advisory Fees Portion
    
    has the meaning given to it in Clause 7.7.3;Affiliate
    
    means in relation to a specified person,
any person directly or indirectly
controlling, controlled by or under direct
or indirect common control with the
specified person and shall also include any
person who is a director or officer of the
specified person or beneficial owner of at
least 25% (twenty five per cent.) of any
class of the then issued share capital of
the specified person, or any entity in
which the specified person is a director or
officer, or any parent, grandparent,
spouse, child, grandchild, or sibling of
the specified person (each, a family
member), or an entity controlled, directly
or indirectly, by a family member;Applicable Law
    
    means, with respect to any subject matter,
action or document, each applicable
statute, law, regulation, ordinance, rule,
judgment, rule of common law (to the extent
relevant), as well as any order, decree,
directive, licence, and other restriction
of any Governmental Entity;Auditors
    
    means ZAT Deloitte & Touche USC;Books and Records
    
    means the books of account and other
financial and corporate records and files
(including records and files stored on
computer disks or tapes or any other
storage medium) of the Company and its
Subsidiaries related to the Business,
including minute books, stock record books,
books of account, tax accounting records,
corporate seals, written contracts and
other documents, instruments and papers.Business
    
    means the business of producing, marketing,
distributing and selling fruit juices and
wines as operated by the Company at the
date hereof;Business Day
    
    means any day other than a Saturday or
Sunday on which banks are normally open for
general business in London, Kiev and
Vilnius;Buyers
    
    has the meaning given to it in the Preamble;Buyers Group
    
    means the Buyers and any entity
controlling, controlled by or under common
control with the Buyers or either Buyer;Buyers Subsidiary
    
    has the meaning given to it in Clause 18;Charter
    
    means the Charter of the Company;Claim
    
    means any claim against the Sellers under
this Agreement;
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Company
    
    has the meaning given to it in the Recitals;Company Resolution
    
    has the meaning given to it in Clause 6.3.2;Completion
    
    means completion of the sale and purchase
of the Participation Interests in
accordance with Clause 6.1;Completion Date
    
    has the meaning given to it in Clause 6.1;Conditions
    
    means the conditions set out in Clause 5.1;Constituent Documents
    
    means the Charter and the other
constitutional documents of the Company;Contingent Claim
    
    has the meaning given to it in paragraph
4.2 of Schedule 4;Data Room
    
    means the data room of documents made
available to the Buyers and its advisers at
the offices of the Company in connection
with the sale of the Company;Disclosure Letter
    
    means the letter dated the date of this
Agreement from the Sellers to the Buyers
for the purpose of making disclosures
against the Warranties in accordance with
Clause 10.3;Encumbrance
    
    means a mortgage, charge, pledge, lien,
option, restriction, right of first
refusal, right of pre-emption, third party
right or interest, other encumbrance or
security interest of any kind having
similar effect;Environmental Laws
    
    has the meaning given to it in paragraph
18.1 of Schedule 3;Escrow Agent
    
    means UBS AG or another international
investment bank mutually acceptable to the
Parties appointed in accordance with Clause
4.1;Escrow Agreement
    
    means the agreement between, amongst
others, the Buyers and the Sellers and the
Escrow Agent in the agreed form;Event
    
    has the meaning given to it in paragraph 1
of Schedule 7;Final Release Date
    
    has the meaning given to it in Clause 4.2.2;Governmental Entity
    
    means a court, arbitral tribunal,
administrative agency or commission or
other governmental or other regulatory
authority or agency;Hazardous Substance
    
    shall mean any quantity of asbestos in any
form, urea formaldehyde, PCBs, radon gas,
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crude oil or any fraction thereof, all
forms of natural gas, petroleum products or
by-products, any radioactive substance, any
toxic, infectious, reactive, corrosive,
ignitable or flammable chemical or chemical
compound and any other hazardous substance,
hazardous material or hazardous waste (as
defined in or for purposes of any
Applicable Law), whether solid, liquid or
gas.IFRS
    
    means International Financial Reporting
Standards;Income, Profits or Gains
    
    has the meaning given to it in paragraph 1
of Schedule 7;Initial Release Date
    
    has the meaning given to it in Clause 4.2.2;Insurance Policies
    
    means the insurance policies maintained by
or in which the Company has an interest;Intellectual Property
    
    means patents, inventions (whether
patentable or not), utility models, trade
marks, service marks, logos, trade names,
domain names, database rights, design
rights, rights in know-how, confidential
information, trade secrets, copyrights and
any other intellectual property or
proprietary rights (including rights in
computer software), in each case whether
registered or unregistered;LCIA Court
    
    has the meaning given to it in Clause 27.2;Lease
    
    means in relation to each Property which is
leasehold, the lease, tenancy or licence
under which that Property is held and any
documents which are supplemental to such
lease;Long Stop Date
    
    means 15 December 2007;Losses
    
    means liabilities, damages, dues, costs,
costs of investigating claims, reasonable
amounts paid in settlement, interest,
penalties, assessments, out-of-pocket
expenses (including reasonable attorneys
fees) actually incurred;Material Adverse Effect
    
    means any material adverse change in, or
material adverse effect on, the business,
financial condition or operations of the
Company; provided, however, that any
adverse effect on the Company resulting
from (i) political, national economic or
regulatory developments in the Ukraine,
(ii) the execution of this Agreement, (iii)
any public announcement relating to this
Agreement or the Transaction or
consummation of the
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Transaction shall be
excluded from the definition of Material
Adverse Effect. In addition, any material
adverse change, to the extent the negative
effect thereof is offset by any Insurance
Policy shall be also excluded from the
definition of Material Adverse Effect;Material Contract
    
    has the meaning given it in paragraph 8.1
of Schedule 3;New Charter
    
    means the charter of the Company specifying
the Buyers as the owner of the
Participation Interests in the charter fund
of the Company substantially in the form of
Schedule 5;Other Participants
    
    has the meaning given to it in the Recitals;Participation Interests
    
    means the participation interests held at
the date of this Agreement by the Sellers,
which together constitute a 70% (seventy
per cent) participation interest in the
charter capital of the Company;Party
    
    has the meaning given to it in the Preamble;Pre-Completion
Participants Meeting
    
    has the meaning given to it in Clause 6.3;Pre-Completion Tax Affairs
    
    has the meaning given to it in paragraph 5
of Schedule 7;Purchase Price
    
    means the consideration payable for the
Participation Interests as set out in
Clause 3.1;Property
    
    means each of the leasehold and freehold
properties listed in Schedule 6;Relevant Accounting Periods
    
    has the meaning given to it in paragraph 5
of Schedule 7;Related Agreement
    
    has the meaning given to it in Clause 27.4;Release
    
    shall mean any spilling, leaking, pumping,
pouring, emitting, emptying, discharging,
injecting, escaping, dumping or disposing
into the environment of any Hazardous
Substance.Relevant Date
    
    has the meaning given to it in paragraph 7
of Schedule 7;Relevant Matter
    
    has the meaning given to it in Clause 14.1;Relief
    
    has the meaning given to it in paragraph 1
of Schedule 7;Representative
    
    means, with respect to a particular person,
any director, officer, employee, agent,
consultant, advisor, or other
representative of such person,
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including
legal counsel, accountants, and financial
advisors;Retention Account
    
    means the account to be maintained by the
Escrow Agent in respect of the Retention
Amount and the retention amounts set forth
in agreements to acquire the remaining
participation interests of the Company in
accordance with the Escrow Agreement;Retention Amount
    
    means on the Completion Date, the amount of
US$54,000,000 (fifty four million) and
thereafter the amount of funds held in the
Retention Account at any time;Rules
    
    has the meaning given to it in Clause 27.2;Sellers
    
    has the meaning given to it in the Preamble;Sellers Accounts
    
    means the US$ denominated bank accounts of
each of the Sellers the details of which
are to be notified to the Buyers no later
than 5 (five) Business Days prior to the
Completion Date;State Registration
    
    has the meaning given to it in Clause 6.5;Subsidiary
    
    means Dochernee Predpriyatie Mykolayivskiy
Sokoviy Zavod, Dochernee Predpriyatie
Torgovy Dom Sandora and Dochernee
Predpriyatie Sandora-Stroy, further
particulars of which are given in part B of
Schedule 1;Tax and Taxes
    
    means all governmental, state, community,
municipal or regional taxes, levies,
imposts, duties, charges, deductions,
withholdings and social security
contributions of any kind (including any
contributions to the Ukrainian statutory
pension system) arising in any part of the
world including, without limitation; and
all penalties, charges and interest
included in or relating to any Tax;Tax Authority
    
    means any revenue, customs or fiscal
governmental, state, community, municipal
or regional authority, body or person
anywhere in the world competent to impose
or collect Tax;Tax Claim
    
    means a Claim under the Tax Warranties or a
Claim for payment pursuant to the Tax
Covenant;Tax Covenant
    
    means the covenant contained in paragraph 2
of Schedule 7;Tax Liability
    
    has the meaning given to it in paragraph 1
of Schedule 7;
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Tax Return
    
    means any return, declaration, report,
claim for refund, or information return or
statement relating to Taxes, including any
such document prepared on a consolidated,
combined or unitary basis and also
including any schedule or attachment
thereto, and including any amendment
thereof;Tax Warranties
    
    means the statements set out in paragraph 7
of Schedule 3;Title Warranty
    
    means any of the Warranties contained in
paragraph 1 of Schedule 3;Trade Mark
    
    means registered trade marks in Cyrillic
and/or Latin characters, script, logos,
designs and drawings together with
applications for the grant of these trade
marks and together with all rights or forms
of protection having equivalent or similar
effect to any of the foregoing which may
subsist anywhere in the world;Transaction
    
    has the meaning given to it in the
Recitals; andUAH
    
    means Ukrainian Hryvna, the lawful currency
of the Ukraine;Unwinding Documents
    
    has the meaning given to it in Clause 6.2;US$
    
    means United States Dollars, the lawful
currency of the United States of America;Warranty
    
    means a statement set out in Schedule 3 and
Warranties means all such statements.
 1.2
    
    In this Agreement:
 1.2.1
    
    references to a person include an individual, body corporate (wherever
incorporated), unincorporated association, trust or partnership (whether or not having
separate legal personality), government, state or agency of a state, or two or more of
the foregoing;1.2.2
    
    references to a document in the agreed form are to that document in the form
agreed to and initialled for the purposes of identification by or on behalf of the
Parties;1.2.3
    
    references to the Preamble, a Recital, Clause or Schedule are to the preamble,
a recital, clause or schedule of this Agreement, and references to this Agreement
include the Schedules;1.2.4
    
    the headings in this Agreement do not affect its construction or
interpretation;
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1.2.5
    
    references to a statute or a statutory provision include references to such
statute or statutory provision as amended or re-enacted whether before or after the
date of this Agreement and include all subordinate legislation made under the relevant
statute whether before or after the date of this Agreement save where that amendment,
re-enactment or subordinate legislation is made after the date of this Agreement and
would extend or increase the liability of any Party under this Agreement;1.2.6
    
    a reference to a document is a reference to that document as amended or
modified from time to time in writing by the mutual consent of the Parties;1.2.7
    
    references to writing shall be deemed to include any modes of reproducing
words in a legible or non-transitory form;1.2.8
    
    the singular includes the plural and vice versa and any gender includes any
other gender;1.2.9
    
    references to an English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official, Tax principle, provision or
any other legal concept shall, in respect of the Ukraine and Lithuania, be deemed to
include the legal concept which most nearly approximates in that legal jurisdiction to
the English legal term; and1.2.10
    
    all obligations of the Sellers under this Agreement, including any liability in
respect of any Claims or any other breach of this Agreement, shall be several and not
joint.
 2.
    
    SALE AND PURCHASE2.1
    
    Each of the Sellers shall sell and the Buyers shall buy the Participation Interests set
opposite the Sellers respective names in column 2 of Schedule 2, free from all Encumbrances
with full title guarantee and all rights attaching to the Participation Interests as at or
after the date of this Agreement. Absent any assignment in accordance with Clause 18,
PepsiAmericas, Inc., shall acquire 60% (sixty per cent) and PepsiCo, Inc. shall acquire 40%
(forty per cent) of the participation interest held by each of the Sellers.2.2
    
    The Sellers waive and agree to procure the waiver of any restrictions on transfer (including
pre-emption rights) relating to the Transaction which may exist in relation to the
Participation Interests under the Constituent Documents of the Company.3.
    
    CONSIDERATION3.1
    
    The purchase price for the Participation Interests shall be US$474,250,000 (four hundred
seventy four million two hundred fifty thousand). Under circumstances where other than due to
breaches by the Sellers of their obligations under this Agreement or the Warranties (without
having regard to any materiality thresholds) the Completion Date does not occur within 90
(ninety) days from the date of this Agreement, the purchase price to be paid shall bear
interest at a rate per annum equal to 6% (six per cent) from the 91st (ninety-first) day
following the date of this Agreement to (but excluding) the Completion Date (such purchase
price together with
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any accrued interest, the Purchase Price). For the avoidance of doubt, no interest would
be payable if this Agreement is terminated in accordance with its terms.3.2
    
    The Buyers hereby agree to pay all transfer, registration, conveyance, excise, licence, stamp
or similar Taxes (but excluding any income Tax obligations owed by the Sellers relating to the
Purchase Price paid hereunder), owing in connection with the sale by the Sellers of
Participation Interests to the Buyers pursuant to this Agreement. Except as otherwise
specified in this paragraph but subject always to the provisions of paragraph 4 of Schedule 7,
in the event any Tax becomes due by reason of this Agreement, such Tax shall be borne by the
party upon whom such Tax is imposed by Applicable Law.
 4.
    
    RETENTION4.1
    
    The Retention Account shall be operated, and the Retention Amount and interest accruing
thereupon shall be applied, in accordance with the Escrow Agreement. The Parties shall jointly
instruct the Escrow Agent in accordance with the terms of the Escrow Agreement in order to
give effect to the provisions of this Clause 4. The Escrow Agent shall make any payment
without delay, in no event, later than two Business Days after receiving instructions.4.2
    
    The following payments shall be made from the Retention Account:
 4.2.1
    
    any amount due to the Buyers in respect of any Claim shall, on settlement
pursuant to Clause 4.4 below, be paid to the Buyers out of the Retention Account to the
extent of the Retention Amount; and4.2.2
    
    subject to all outstanding Claims having been paid to the Buyers in accordance
with Clause 4.2.1 above, US$37,800,000 (thirty seven million eight hundred thousand) of
the Retention Amount shall be released to the Sellers in the proportions set forth in
column 3 of Schedule 2 on the date falling 18 (eighteen) months after the Completion
Date (the Initial Release Date); and with respect to Tax Claims only, a minimum
amount of US$16,200,000 (sixteen million two hundred thousand) of the Retention Amount
shall remain in escrow until the date falling 36 (thirty-six) months after the
Completion Date (the Final Release Date), unless a Claim is outstanding at the
Initial Release Date or the Final Release Date respectively, in which case Clause 4.3
below shall apply.
 4.3
    
    If such a Claim is outstanding at the Initial Release Date or the Final Release Date
respectively:
 4.3.1
    
    a sum equal to the amount of the Claim (or all such Claims, if more than one)
shall be retained in the Retention Account (at the Initial Release Date, for the
avoidance of doubt, in addition to the US$16,200,000 (sixteen million two hundred
thousand) mentioned above);4.3.2
    
    the then remaining balance (if any) of the Retention Amount shall be released
on the Initial Release Date or the Final Release Date respectively to the account
holders listed on and in accordance with column 3 of Schedule 2; and
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4.3.3
    
    any sum so retained in the Retention Account after the Initial Release Date or
the Final Release Date respectively in respect of any such Claim shall be released to
the Sellers in accordance with column 3 of Schedule 2 or the Buyers, as appropriate, as
soon as practicable after the Claim is settled.
 4.4
    
    For the purposes of this Clause 4, a Claim shall be regarded as settled if:
 4.4.1
    
    the Claim is withdrawn; or4.4.2
    
    the Sellers and the Buyers so agree in writing; or4.4.3
    
    the Claim has become time-barred in accordance with paragraph 3 of Schedule 4;
or4.4.4
    
    a competent court or arbitration tribunal has awarded final judgment or an
arbitral award in respect of the Claim and, where relevant, the period for lodging an
appeal has expired without an appeal having been lodged.
 4.5
    
    Interest accruing on the Retention Amount while in the Retention Account shall be retained in
the Retention Account and shall form part of the funds available to be paid out to the Buyers
or Sellers in accordance with this Clause 4 and the Escrow Agreement.
 4.6
    
    The Sellers and the Buyers shall promptly give or join in giving all such instructions as are
necessary to procure the operation of the Retention Account in accordance with this Agreement
and the Escrow Agreement.
 4.7
    
    Following Completion, except with respect to Claims relating to (i) fraud or wilful
concealment, (ii) the Title Warranties or (iii) a breach of Clause 7.2.11 or of paragraph
5.4.3 of Schedule 3, the Buyers remedy with respect to monetary Claims for a breach of
Sellers Warranties will be limited to the Retention Amount.
 5.
    
    CONDITIONS5.1
    
    Completion is conditional on the following conditions (the Conditions) being fulfilled:
 5.1.1
    
    the Title Warranties being true and correct in all respects as of the date of
this Agreement and the Completion Date;5.1.2
    
    all Warranties other than the Title Warranties being true and correct in all
respects as of the date of this Agreement and, to the extent the Warranties are
repeated pursuant to Clause 10.2, as of the Completion Date, in each case as qualified
as of the date hereof, except where the failure of such Warranties to be true and
correct (without giving any limitation as to materiality or Material Adverse
Effect) would not reasonably be expected to have individually or in the aggregate, a
Material Adverse Effect;5.1.3
    
    the Sellers having materially performed each of their obligations arising
under Clauses 7 and 9, provided that under circumstances where the Buyers intend not to
complete the Transaction on the grounds that the Condition stipulated in this Clause
5.1.3 is not met, the Buyers shall promptly notify the Sellers and
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the Sellers shall have the right to rectify any breach of Clause 7 in a manner
reasonably acceptable to the Buyers (such right not to extend beyond the Long Stop
Date);
 5.1.4
    
    the Anti-Monopoly Committee of Ukraine having approved the Buyers acquisition
of the Participation Interests;5.1.5
    
    the Sellers and the Company having obtained the consents needed under (i) the
Share Retention Agreement concluded between the Sellers, Sergiy O. Sypko and the
International Finance Corporation dated 29 October 2004 and (ii) the Agreement on
Providing Financial Services No. 03/095 concluded between the Company and Joint Stock
Bank ING Bank Ukraine dated 16 June 2003, as amended (most recently on 1 August 2005)
in order to complete the Transaction, or, where such consent is not granted, the
Company having repaid any amounts outstanding in relation to either of the two
aforementioned loan facilities;5.1.6
    
    no judgment, order, law, rule or regulation entered, enacted, enforced or
issued by any Governmental Entity being in effect that would, and no investigation by
any Governmental Entity being pending seeking to, prevent, delay or unwind the
consummation of the Transaction.
 5.2
    
    The Parties agree that:
 5.2.1
    
    the Buyers and the Sellers shall make all reasonable efforts to achieve
satisfaction of the Condition set out in Clause 5.1.4 as soon as practicable and in any
event before the Long Stop Date;5.2.2
    
    the Buyers and the Sellers shall prepare and the Buyers shall file the
application and supporting documents required for the satisfaction of the Condition set
out in Clause 5.1.4; and5.2.3
    
    the Sellers shall be responsible for the accuracy of the information on the
Company and its Business as well as other information required of the Sellers or the
Company by the Anti-Monopoly Committee of Ukraine for the purposes of making the
filings referred to in Clause 5.2.2, and shall indemnify the Buyers against any third
party claim based upon the inaccuracy of such information.5.2.4
    
    the Buyers shall be responsible for the accuracy of the information on the
Buyers and their Affiliates and their business as well as other information required by
the Anti-Monopoly Committee of Ukraine concerning the Buyers or their Affiliates for
the purposes of making the filings referred to in Clause 5.2.2, and shall indemnify the
Sellers against any third party claim based upon the inaccuracy of such information.
 5.3
    
    The Sellers and the Buyers
 5.3.1
    
    Subject to Clause 5.2, agree that all requests and enquiries from and
applications to and filings with any Governmental Entity under this Clause 5 shall be
dealt with by the Sellers and the Buyers in consultation with each
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other and the Sellers and the Buyers shall promptly co-operate with and provide all
necessary information and assistance reasonably required by such Governmental Entity
upon being requested to do so by the other; and
 5.3.2
    
    undertake to disclose in writing to each other anything which will or is
likely to prevent any of the Conditions from being satisfied, immediately as they
become aware of such matter.
 5.4
    
    The Buyers may, in their sole discretion and at any time before the Long Stop Date, waive, in
whole or in part, all or any of the Conditions set out in Clause 5.1 apart from Clause 5.1.6
by notice in writing to the Sellers, provided that no such waiver shall be permitted if the
failure to satisfy such Condition would constitute a breach of Applicable Law.
 5.5
    
    The Buyers and the Sellers may jointly agree to waive the Condition set out in Clause 5.1.6
at any time before the Long Stop Date.
 5.6
    
    If all of the Conditions have not been fulfilled or waived by the Buyers or the Sellers, as
the case may be, on the later of the Long Stop Date and the Completion Date agreed between the
Parties pursuant to Clause 6.1, this Agreement shall, subject to Clause 8.3, terminate
automatically.
 6.
    
    COMPLETION
 6.1
    
    Completion shall take place at the Companys offices in Novozavodska Street, Mykolayiv City,
54028 Ukraine, or such other place as the Parties agree in writing, and shall begin on the
2nd (second) Business Day following the date on which the State Registration of the
New Charter is completed in accordance with Clause 6.5, or such other date as the Parties may
agree in writing (the Completion Date) and may continue for more than one Business Day.
 6.2
    
    At the Pre-Completion Participants Meeting, the Buyers shall deliver to the Sellers the
following documents:
 6.2.1
    
    the original of a notarised power of attorney substantially in the form set
out in Schedule 8 authorising a Representative of the Sellers (whose identity is to be
notified by the Sellers to the Buyers no later than 20 (twenty) Business Days from the
date hereof) to sign and execute for the Buyers the New Charter, if so required by
Applicable Law and local registration practice, and file the New Charter for the State
Registration;6.2.2
    
    the original of a notarised power of attorney substantially in the form set
out in Schedule 8 authorising the Sellers or a Representative of the Sellers (whose
identity is to be notified by the Sellers to the Buyers no later than 20 (twenty)
Business Days from the date hereof) to vote on behalf of the Buyers as participants in
the Company at a meeting of the participants of the Company in favor of Buyers
withdrawal from the Company, their transfer of the participation interests in the
Company back to the Sellers, and to execute and sign a new charter of the Company
listing the Sellers as the participants in the Company, and execute all the documents
necessary for the foregoing, which power of attorney shall become effective upon the
State Registration and may
 12




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be revoked by the Buyers only upon the Sellers receipt of the Purchase Price
pursuant to Clause 6.6.2;
 6.2.3
    
    the original of a notarised corporate resolution of each of the Buyers,
substantially in the form set out in Schedule 8, to terminate their participation in
and withdraw from the Company, which resolution shall become effective upon the State
Registration and may be revoked by the Buyers only upon the Sellers receipt of the
Purchase Price pursuant to Clause 6.6.2; and6.2.4
    
    such other documents that the Sellers may reasonable request in writing in
order to accomplish the transfer of the participation interest sold hereunder to the
Buyers back to the Sellers (including without limitation the consent of the Buyers in
proper form to call and hold a meeting of the participants of the Company without
advance notice), which documents shall become effective upon the State Registration and
may be revoked by the Buyers only upon the Sellers receipt of the Purchase Price
pursuant to Clause 6.6.2 (the documents referred to in Clauses 6.2.2, 6.2.3 and 6.2.4
are referred to as the Unwinding Documents).
 6.3
    
    On the date, which is 2 (two) Business Days after the date on which the last of the
Conditions to be satisfied or waived is satisfied or waived, the Sellers shall hold a general
meeting of the participants of the Company (the Pre-Completion Participants Meeting), which
the Buyers shall be invited to attend and the following resolutions shall be adopted:
 6.3.1
    
    the New Charter shall be approved and signed by the Sellers or the Buyers, if
required by Applicable Law or local registration practice;6.3.2
    
    a resolution of the Company (the Company Resolution) shall be adopted
approving the following:
 (a)
    
    the New Charter;(b)
    
    the appointment with effect from the Completion Date, and
contingent upon payment by the Buyers of the amounts envisaged in Clause 6.6.2,
of such persons as the Buyers nominate as directors, members of the audit
commission and auditors of the Company; and(c)
    
    the resignations with effect from the Completion Date, and
contingent upon payment by the Buyers of the amounts envisaged in Clause 6.6.2,
of the directors referred to in sub-Clause (b) of this clause 6.3.2.
 6.4
    
    During the course of the Pre-Completion Participants Meeting and within 10 (ten) Business
Days after the Pre-Completion Participants Meeting, the Sellers and the Buyers shall sign,
execute and deliver to each other all documents necessary for the State Registration of the
New Charter such that the Buyers shall become the legal owners of the Participation Interests,
which in the aggregate represent 70% (seventy per cent.) of the participation interests in the
charter capital of the Company, including the Sellers signing and notarising the New Charter
as may be required by Applicable Law.
 6.5
    
    Within a reasonable time but in any event not later than 10 (ten) Business Days after the
Pre-Completion Participants Meeting and receipt by the Sellers from the Buyers of the
documents listed in Clause 6.2 and such other documents that may be necessary
 13




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under the Applicable Law, whatever occurs later, the Sellers shall procure that the Company shall
file for the registration of the New Charter with the competent Governmental Entity in accordance
with the Applicable Law (the State Registration). All costs relating to the State Registration
shall be borne by the Company. Upon the completion of the State Registration of the New Charter, the
Sellers shall promptly notify the Buyers of the completion of the State Registration of the New
Charter. The Parties agree that the ownership of the Participation Interests sold and transferred
hereunder by the Sellers to the Buyers shall be deemed to vest in the Buyers upon the State
Registration.
 6.6
    
    At Completion the following actions shall occur in the following succession:
 6.6.1
    
    the Seller shall make available for the Buyers review the original of the New
Charter and the documents listed below in sub-Clauses (c), (d), (e) and (f) of Clause
6.6.3,6.6.2
    
    the Buyers upon having reviewed the New Charter and the documents listed below
in sub-Clauses (c), (d), (e) and (f) of this Clause 6.6.2 shall immediately initiate
the payment of (i) an amount corresponding to the Purchase Price less the sum of (A)
the Retention Amount and (B) the Advisory Fees Portion, to the Sellers Accounts in the
proportions set out against each Sellers name in column 3 of Schedule 2; (ii) the
Advisory Fees Portion to the Advisors Accounts in the proportions set out in the
Advisory Fee Notice; and (iii) the Retention Amount to the Retention Account, and6.6.3
    
    immediately following receipt by the Sellers of the Purchase Price, the
Sellers shall deliver to the Buyers:
 (a)
    
    the original of the New Charter,(b)
    
    the originals of the Unwinding Documents,(c)
    
    the original of a notarised waiver by the Sellers of any
pre-emption or other rights which it has under the Constituent Documents of the
Company or otherwise, and any other documents or consents necessary to enable
the Buyers or its nominee(s) to become the legal holder of the Participation
Interests,(d)
    
    where applicable, the original of a written notarised consent
of the spouse of each Seller for the sale of his Participation Interests and
for his waiving his pre-emption rights and consenting to the sales by Other
Participants of their respective participatory interest in the charter capital
of the Company as required by Ukrainian law,(e)
    
    the originals of the resignation letters signed by each
director of the Company acknowledging that each has no claim against the
Company in respect of compensation for loss of office redundancy or unfair
dismissal, and(f)
    
    the original of a material adverse effect certificate
substantially in the form set out in Schedule 9 duly executed by the Sellers.
 6.7
    
    Notwithstanding anything to the contrary in this Agreement and without prejudice to the
Sellers any other rights and remedies hereunder, if the payment envisaged in Clause 6.6.2
does not occur at the Completion as provided in Clause 6.6, the
 14




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Company, or the Sellers pursuant to the Unwinding Documents, may call and hold a meeting of
the participants of the Company without advance notice to the Buyers (to which the Buyers
hereby consent) and the Sellers may pursuant to the Unwinding Documents make such decisions
at such meeting and amend the New Charter such that the Buyers shall be removed from the New
Charter as the participant in the Company, for which amendment and removal the Buyers hereby
give the Seller the full power and authority. The Buyers hereby undertake not to call or
hold any meetings of the participants of the Company for as long as the Unwinding Documents
remain in the possession of the Sellers and have not been properly revoked by the Buyers.
The Buyers may not cancel, revoke, modify or withdraw the Unwinding Documents at any time
while the Unwinding Documents remain in the Sellers possession, except as expressly allowed
herein (and no Unwinding Document shall be deemed to have been cancelled, revoked, modified
or withdrawn for as long as it remains in the Sellers possession, unless the Sellers have
been notified about its proper cancellation, revocation, modification or withdrawal in
instances envisaged in Clause 6.2 above).
 6.8
    
    If the Sellers do not comply with the provisions of Clause 6.3, 6.4, 6.5, 6.6.1 or 6.6.1, the
Buyers shall not be obliged to complete this Agreement and may:
 6.8.1
    
    defer Completion to a date not more than 20 (twenty) Business Days after that
date, or the Long Stop Date, whichever is the earlier (with the provisions of this
Clause 6.8 applying to Completion as so deferred);6.8.2
    
    proceed to Completion as far as practicable (without limiting its rights and
remedies under this Agreement); or6.8.3
    
    treat this Agreement as terminated for breach of condition (without limiting
its rights and remedies under this Agreement).
 6.9
    
    If the Buyers do not comply with the provisions of Clause
6.2, 6.4, or 6.6.2, the Sellers shall
not be obliged to complete this Agreement and may:
 6.9.1
    
    defer Completion to a date not more than 20 (twenty) Business Days after that
date, or the Long Stop Date, whichever is the earlier (with the provisions of this
Clause 6.9 applying to Completion as so deferred);6.9.2
    
    proceed to Completion as far as practicable (without limiting their rights and
remedies under this Agreement); or6.9.3
    
    treat this Agreement as terminated for breach of condition (without limiting
its rights and remedies under this Agreement).
 6.10
    
    If completion of the Buyers acquisition of at least an additional 10% (ten per cent)
participation interest in the charter capital of the Company from Other Participants does not
occur simultaneously with Completion, the Buyers shall not be obliged to perform their
Completion undertakings, but shall be entitled to treat this Agreement as terminated (without
limiting their rights and remedies under this Agreement).
 7.
    
    PRE-COMPLETION OBLIGATIONS OF THE SELLERS7.1
    
    During the period between the date of this Agreement and Completion, the Sellers shall ensure
that the Company will operate the Business in the ordinary course consistent with past
practice in accordance with all applicable legal and administrative requirements and so as to
maintain it as a going concern.
 15




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7.2
    
    Without limitation to Clause 7.1 and except (i) as expressly provided for in this Agreement
or the Disclosure Letter or (ii) required by Applicable Law, the Sellers shall ensure that the
Company will not, without the prior written consent of the Buyers
 7.2.1
    
    create, extend, grant, issue or redeem or agree to create, grant, issue or
redeem any Encumbrance over the Business or its assets (other than in the ordinary
course of business);7.2.2
    
    except as disclosed in Schedule 10 (Capex Plan), make or agree to make capital
expenditure or commitments requiring capital expenditure in excess of US$200,000 (two
hundred thousand) for an individual contract or US$1,000,000 (one million) in
aggregate;7.2.3
    
    dispose of any fixed asset having a book value in excess of US$100,000 (one
hundred thousand);7.2.4
    
    enter into or agree to enter into an agreement or arrangement with a duration
in excess of one year providing for annual expenditures of the Company in excess of
US$200,000 (two hundred thousand), or an agreement or arrangement in which any of the
Sellers or their Affiliates are interested;7.2.5
    
    discontinue or cease to operate all or a material part of the Company business
or closing any branches;7.2.6
    
    appoint or employ any person at a rate of remuneration per annumin excess of
US$50,000 (fifty thousand) individually;7.2.7
    
    making any variation to the terms and conditions of employment of any employee
of the Company, other than salary increases in the usual course and/or at normal market
rates;7.2.8
    
    dismiss, at the initiative of the Company or the Sellers, any employee of the
Company earning US$50,000 (fifty thousand) per annumor more;7.2.9
    
    borrow money or incur any indebtedness: (i) other than in the ordinary course
of business; or (ii) where the principal amount of borrowing or indebtedness in the
aggregate would be in excess of US$1,000,000 (one million);7.2.10
    
    give or agree to give an indemnity, guarantee or other agreement to secure a third
partys obligations;7.2.11
    
    declare, pay or make a dividend or other distribution to any holders of participation
interests in the Company or their Affiliates;7.2.12
    
    defer payment or pay its creditors other than in the ordinary course of business,
change its policy in relation to the payment of creditors or otherwise amend or agree
to amend the terms of its borrowing or indebtedness;7.2.13
    
    alter its Constituent Documents;
 16




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7.2.14
    
    make any changes to its accounting policies and procedures, including those regarding
its accounts payable, accounts receivable, or cash; or7.2.15
    
    make or change any Tax election, change an annual accounting period, adopt or change
any accounting method, file any amended Tax Return, enter into any closing agreement
with Tax authorities, settle any Tax claim or assessment relating to the Company,
surrender any right to claim a refund of Taxes, consent to any extension or waiver of
the limitation period applicable to any Tax claim or assessment relating to the
Company, or take any other similar action relating to the filing of any Tax Return or
the payment of any Tax, if such election, adoption, change, amendment, agreement,
settlement, surrender, consent or other action would have the effect of increasing the
Tax liability of the Company for any period ending on or after the Completion Date or
decreasing any Tax attribute of any of the acquired Companies existing on the
Completion Date.
 7.3
    
    During the period between the date of this Agreement and Completion, the Buyers will promptly
deal with any request for consent made by the Sellers in relation to those matters set out in
Clause 7.2 and will not unreasonably withhold condition or delay any such consent. Where the
Buyers fail to respond by either (i) granting its consent or (ii) refusing to grant its
consent and stating the reason for such refusal, within 7 (seven) Business Days of such
written request, the Buyers shall be deemed to have granted its consent.
 7.4
    
    Clause 7.2 shall not apply to any borrowing of the Company required to satisfy the Condition
set out in Clause 5.1.5. Insofar as such borrowing is done on terms that are not essentially
equal to or better than, in all material respects, the loans to be repaid, the Sellers shall
compensate the Company dollar for dollar for any additional expenses incurred or to be
incurred by the Company as a result of such refinancing.
 7.5
    
    Without prejudice to (i) any right or claim of the Buyers against the Sellers under this
Agreement or against any Other Participant under a Related Agreement, or (ii) any sums owed to
the Company pursuant to a loan agreement or similar obligation, the Buyers agree and undertake
that except in the case of fraud or dishonesty, the Buyers shall, and shall procure that the
Company (to the fullest extent permitted by law) shall, waive and shall not make or enforce
any claim against any present or former director of the Company in respect of any matter done
or omitted to be done by the Company or such director prior to Completion.
 7.6
    
    With regard to certain works of art, the copyright registrations of which are evidenced by
the Copyright Certificates of Ukraine set forth in Schedule 11 (the Works of Art), the
Parties have agreed that:
 7.6.1
    
    the Sellers warrant that the Sellers and Sergiy Sypko are the true and lawful
owners of the Works of Art;7.6.2
    
    prior to Completion, the Sellers and Sergiy Sypko will assign to the Company
the copyrights (for purposes of this Clause 7.6 the term copyrights to be understood
as property rights and not to include unassignable individual non-property rights of an
author as defined under Ukrainian Applicable Law) for the Work of Arts including, but
not limited to, the following rights:
 17




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(a)
    
    the perpetual exclusive worldwide right to use and/or
commercially exploit the Works of Art by any means and in any way, including
(i) to offer for sale or to let the Works of Art to third parties and (ii) to
import the Works of Art into or export the Works of Art out of any country
and/or territory of the world; and(b)
    
    the perpetual exclusive worldwide right to allow any third
party to use the Work of Art and/or to prohibit such use, including the right
(i) to grant any license for the Works of Art to any third party; (ii) to
assign its rights in the Works of Art to any third party; and (iii) to sue for
and obtain full and effective relief in respect of any and every act of
infringement of the copyright in the Works of Art;
 7.6.3
    
    The Sellers as authors of the Works of Art hereby agree (i) that the payment
for their copyright assignment shall be included into the Purchase Price hereunder and
shall not claim any additional authors remuneration for use of work of arts by the
Company, the Buyers or any of their Affiliates in future, and (ii) to execute and
deliver any other documents reasonably requested by Buyers or the Company to effectuate
the intent of this Clause 7.6.
 7.7
    
    With regard to any fees (the Advisory Fees) owed by the Company to (i) Deutsche Bank AG,
London branch, and Golden Gate Business acting as financial advisors to the Company as well as
(ii) Skadden, Arps, Slate, Meagher & Flom (UK) LLP, acting as legal advisors to the Company
(together the Advisors) in relation to the Transaction, the Parties agree that:
 7.7.1
    
    the Sellers shall indemnify the Company with regard to the Advisory Fees;7.7.2
    
    no later than 3 (three) Business Days prior to the Completion Date, the
Sellers shall notify the Buyers as to the definitive aggregate amount of the Advisory
Fees (the Advisory Fees Notice) together with the proportionate allocation of such
amount among the Advisors and the details of the US$ denominated bank accounts of each
of the Advisors (the Advisors Accounts); and7.7.3
    
    in settlement of the Companys obligations relating to the Advisory Fees, at
Completion the Buyers shall in accordance with Clause 6.6.2 transfer an amount
corresponding to 90% (ninety per cent) of the Advisory Fees notified pursuant the
Advisory Fee Notice (the Advisory Fees Portion) to the Advisors Accounts in the
proportions set out in the Advisory Fee Notice.
 8.
    
    TERMINATION8.1
    
    The Transaction may be terminated at any time prior to the Completion Date:
 8.1.1
    
    in accordance with Clauses 5.6, 6.8.3, 6.9.3 or 6.10; or8.1.2
    
    by the mutual written consent of Buyers and Sellers; or8.1.3
    
    by the Buyers or by the Sellers, if any Governmental Entity shall have issued
an order, decree or ruling or taken any other action (which order, decree, ruling or
other action the Parties shall use their reasonable best endeavours to lift) which
permanently restrains enjoins or otherwise prohibits the acquisition
 18




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by the Buyers of the Participation Interests and such order, decree, ruling or other
action shall have become final and non-appealable.
 8.2
    
    In the event of the termination of the Agreement by any Party prior to the Completion Date,
written notice thereof shall forthwith be given to the other Parties specifying the provision
hereof pursuant to which such termination is made, and there shall be no liability or
obligation thereafter on the part of the Buyers or the Sellers except (i) for fraud or for
wilful breach of this Agreement prior to such termination; and (ii) as set forth in Clause 23.
 8.3
    
    On termination of this Agreement in accordance with Clause 8.1 or otherwise, unless stated
otherwise, Clauses 1 (Interpretation), 16 (Confidentiality), 17 (Announcements), 18
(Assignment), 19 (Variation), 21 (Entire Agreement), 22 (Effect of Completion), 23 (Costs), 26
(Notices) and 27 (Governing Law; Arbitration) shall continue in full force and effect but all
other rights and obligations of the Parties shall cease immediately. Termination does not
affect the Parties accrued rights and obligations as at termination.
 8.4
    
    Subject only to this Clause 8, neither the Seller nor the Buyers shall have any right
(including any right under common law or any right in respect of Losses, other than in the
case of fraud) to delay or defer Completion or either before or after Completion to rescind or
terminate or fail to perform this Agreement and shall not be entitled to treat the other Party
as having repudiated this Agreement. Following Completion, except with regard to any breach
of Clause 15, the sole remedy of either Party in relation to any delay, default, breach or
failure on the part of the other Party under, or in relation to, this Agreement (other than in
the case of fraud) shall be in damages and the Buyers hereby expressly and unconditionally
waive all other rights and remedies (whether statutory, at common law, in equity or
otherwise).
 9.
    
    ACCESS PRIOR TO COMPLETION9.1
    
    The Sellers shall cause the Company and its Subsidiaries prior to the Completion Date to:
 9.1.1
    
    give the Buyers and its authorised Representatives reasonable access to the
Books and Records, personnel, offices and other facilities and properties of the
Company and its Subsidiaries;9.1.2
    
    permit the Buyers to make such inspections thereof as the Buyers may
reasonably request; and9.1.3
    
    cause the officers of the Buyers to furnish the Buyers with such financial and
operating data and other information with respect to the business and properties of the
Company and its Subsidiaries as Buyers may from time to time reasonably request.
 9.2
    
    Nothing in this Clause 9 shall require either of the Sellers, the Company or any of the
Subsidiaries to disclose any information to the Buyers if such disclosure would:
 19




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9.2.1
    
    cause significant competitive harm to the Company if the Transaction is not
consummated, and such disclosure is not protected by a confidentiality undertaking from
the Buyers reasonably acceptable to the Company;9.2.2
    
    jeopardise any attorney-client or other legal privilege; or9.2.3
    
    contravene any Applicable Law, fiduciary duty or binding agreement entered
into prior to the date of this Agreement (including any confidentiality agreement to
which the Sellers, the Company or any of the Subsidiaries is a party).
 10.
    
    SELLERS WARRANTIES10.1
    
    Each of the Sellers warrants to the Buyers, in the terms of the Warranties at the date of
this Agreement.
 10.2
    
    The Warranties contained in paragraphs 1 to 5, 6.3, 8.3, 10.1, 10.5, 11.1, 13, 17.2 and 18 of
Schedule 3 are made of the date hereof and are repeated as of the Completion Date by the
Sellers; all other Warranties are made exclusively as of the date hereof.
 10.3
    
    The Warranties are qualified by matters fairly disclosed in the Disclosure Letter. In
addition to any specific matter disclosed or deemed to be disclosed in accordance with the
Disclosure Letter, if and to the extent that the Buyers or any of the directors, officers,
employees and/or professional advisers of the Buyers respectively its Affiliates, to the
extent they were involved in the investigation of the Company and its business, the evaluation
of the Transaction and negotiation of this Agreement, was aware or had notice at any time
before the signature of the Agreement of any information relating to the subject matter of the
Warranties that could reasonably be expected to put the Buyer on notice of such breach in
light of the circumstances, then the Warranties shall be qualified by such information.
 10.4
    
    Following the execution of this Agreement but prior to the Completion Date (i) with regard to
Warranties listed in Clause 10.2 above the Sellers shall, and (ii) with regard to all other
Warranties the Sellers may supplement or amend the Disclosure Letter to reflect matters or
circumstances which have arisen after the date hereof. No supplement or amendment to the
Disclosure Letter shall be deemed to cure any breach of any Warranty made as of the date of
this Agreement or as of the Completion Date, as the case may be. Absent fraud or willful
concealment, no failure to supplement or amend the Disclosure Letter in accordance with this
Clause 10.4 shall, by itself, constitute a basis for any Claim. Acceptance of any amendment
or supplement to the Disclosure Letter shall be without prejudice to the rights of the Buyers
to claim for any breach of Warranty made as at the date of this Agreement or as of the
Completion Date, as the case may be.
 10.5
    
    Where a Warranty is qualified by the expression so far as the Sellers are aware, that
Warranty shall be deemed to refer to the actual knowledge of the Sellers, the Other
Participants, Igor Landa, Irina Kozlova, Vyacheslav Gnasevich, Vladimir Egorenko, Vladimir
Pashkovsky, Tatiana Chabunuk, Ekaterina Koshkina or Julija Didan, not having made any specific
inquiries thereto.
 20




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10.6
    
    Each of the Warranties shall be construed as a separate and independent warranty and (except
where this Agreement provides otherwise) shall not be limited or restricted in its scope by
reference to or inference from any other term of another Warranty or this Agreement.
 10.7
    
    The Buyers, together with their Representatives, have conducted their own independent
investigation of the business of the Company. In entering into this Agreement, the Parties
acknowledge that the Buyers are relying on the Warranties set forth in Schedule 3 of this
Agreement, and the Buyers.
 10.7.1
    
    acknowledge that none of the Sellers, the Company or any of their respective
shareholders or Representatives makes or has made any representation or warranty,
either express or implied, as to the accuracy or completeness of any of the documents
or other information provided or made available to the Buyers or any of its
Representatives,10.7.2
    
    agree, to the fullest extent permitted by law, that none of the Sellers, the Company,
any of their shareholders or Representatives shall have any liability or responsibility
whatsoever to the Buyers or any of their Representatives on any basis based upon any
information provided or made available, or statements made (including in materials
furnished in the Data Room, in presentations by the Companys management or otherwise),
to the Buyers or any of their Representatives (or any omissions there from),
 except that the foregoing limitations shall not apply to any of the Sellers insofar as any
such Seller makes the specific Warranties, set forth in Schedule 3 of this Agreement,
subject always to the limitations and restrictions contained in Schedule 4.11.
    
    BUYERS WARRANTIES11.1
    
    The Buyers acknowledge that they have not been induced to enter into this Agreement by any
representation or warranty other than the Warranties.
 11.2
    
    The Buyers warrants to the Sellers as of the date hereof as follows:
 11.2.1
    
    Each of the Buyers has full power and authority without requiring the consent of any
other person, and has taken all necessary actions, to enter into and exercise its
rights and perform its obligations under this Agreement and all other documents to be
executed by it at Completion.11.2.2
    
    This Agreement and all other documents to be executed by the Buyers at Completion
will, when executed, constitute lawful, valid and binding obligations of the Buyers in
accordance with their respective terms.11.2.3
    
    The execution, delivery and performance by the Buyers of this Agreement will not
constitute a violation of any law applicable or relating to the Buyers or a violation
of any of the organisational documents of the Buyers.11.2.4
    
    Each of the Buyers is a company duly organised, validly existing and in good standing
under the laws of its jurisdiction of organisation.
 21




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11.2.5
    
    The Buyers currently have sufficient immediately available funds in cash or cash
equivalents and will at Completion have sufficient immediately available funds, in
cash, to pay the Purchase Price and to pay any other amounts payable pursuant to this
Agreement and to effect the Transaction.11.2.6
    
    No merger control filings or anti-monopoly approvals other than those listed in
Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction.11.2.7
    
    There is no claim, action, suit, proceeding or governmental investigation pending or,
so far as the Buyers is aware, threatened against the Buyers or any of their
subsidiaries or Affiliates by or before any court or Governmental Entity that,
individually or in the aggregate, would have or would reasonably be expected to impede
the ability of the Buyers to complete the Transaction in any respect.11.2.8
    
    In the event that the Buyers assign their rights under this Agreement to a Buyers
Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the
warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with
respect to such Buyers Subsidiary as of the Completion Date.
 12.
    
    TAX COVENANT12.1
    
    The Tax Covenant shall take effect from the date of Completion.13.
    
    LIMITATIONS ON CLAIMS13.1
    
    Any Claim against the Sellers under this Agreement shall be subject to the limitations set
out and referred to in Schedule 4. The limitations set out and referred to in Schedule 4 do
not apply to a breach of this Agreement resulting from fraud or wilful concealment.14.
    
    NOTICE OF AND CONDUCT OF CLAIMS14.1
    
    If the Buyers becomes aware of a claim against the Company by a third party or of any other
fact, matter or circumstance, which in either case may result in the Buyers being entitled to
make a Claim (each a Relevant Matter):
 14.1.1
    
    the Buyers must notify the Sellers of any Relevant Matter as soon as practicable
following it coming to the notice of the Buyers;14.1.2
    
    the Buyers must give the Sellers such assistance as the Sellers may reasonably
require and the Buyers must ensure that the Company gives the Sellers and its advisors
access (during usual business hours and on reasonable prior notice) to relevant
employees and premises of the Company and access to (and permission to take copies (at
the Sellers expense) of) all relevant documents and correspondence in order to allow
the Sellers to investigate the Relevant Matter and take the actions referred to in this
Clause;
 22




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##### 



14.1.3
    
    the Buyers must ensure that the Company takes whatever reasonable action the Sellers
request in order to avoid, dispute, resist, defend, appeal, compromise, mitigate or
remedy any Relevant Matter;14.1.4
    
    the Buyers must keep the Sellers fully informed as to the progress of the Relevant
Matter including the receipt of any material communications;14.1.5
    
    if requested to do so by the Sellers, the Buyers must allow, and ensure that the
Company allows, the Sellers to take sole conduct in the name of the Buyers or the
Company of any actions that the Sellers consider appropriate in connection with the
Relevant Matter, provided, however, that (i) the Sellers may not admit liability or
make or agree to any payment or compromise or settle any action without the Companys
prior written consent, which consent will not be unreasonably withheld, and (ii) the
Buyers and/or the Company may retain their own legal counsel and defend any action that
may, in the reasonable opinion of the Company, involve an equitable remedy (other than,
for the avoidance of doubt, monetary damages) that adversely affects the Company; and14.1.6
    
    the Buyers and the Company must not admit any liability or make or agree any payment
or compromise in respect of any Relevant Matter without first obtaining the written
consent of the Sellers, which consent will not be unreasonably withheld.
 14.2
    
    The Buyers are entitled to refuse to comply with the actions described in Clause 14.1 if they
do not obtain an undertaking from the Sellers, agreeing to indemnify the Buyers and the
Company against any costs, liability or losses that may result from the Buyers or the Company
complying with the terms of Clause 14.1 and the Sellers sign a confidentiality agreement, in a
form reasonably acceptable to the Buyers, with respect to any information disclosed by the
Company or the Buyers to the Sellers. The Buyers and the Company may refuse to disclose
information that may jeopardise any attorney-client or other legal privilege, or contravene
any Applicable Law.15.
    
    NON-COMPETE AND POST COMPLETION OBLIGATIONS15.1
    
    No Seller shall for a period of 30 (thirty) months from the Completion Date without the
written consent of the Buyers either alone or in conjunction with or on behalf of any other
person, directly or indirectly: (i) carry on or be engaged or employed by or be interested in
any business within the territory of the Ukraine or Belarus competing with the Business or
involved in the production, marketing, distribution or sale of fruit juice and nectars, juice
drinks, wine, carbonated soft drinks, water, ready-to-drink tea and coffee, sports and energy
drinks, as well as salty snacks, nuts and crackers, or (ii) solicit for employment or employ
any employee of the Company or any former employee of the Company whose employment with the
Company terminated less than 1 (one) year prior to such solicitation or employment provided
that this sub-paragraph (ii) shall not apply to any employees whose employment was terminated
at the initiative of the Company.
 15.2
    
    Each undertaking referred to in Clause 15.1 shall be read and construed independently of the
other undertakings and as an entirely separate and severable undertaking.
 23




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15.3
    
    While the undertakings referred to in Clause 15.1 are considered by the Parties to be
reasonable in all the circumstances, if any one or more should for any reason be held to be
invalid but would have been held valid if part of the wording were deleted or its period
reduced or the range of activities or area covered by it reduced in scope, the said
undertakings shall apply with the minimum modifications as may be necessary to make them valid
and effective.
 15.4
    
    The Sellers understand and acknowledge that any violation of the covenants set forth in
Clause 15.1 may cause the Buyers and the Company irreparable harm, the amount of which may be
difficult to ascertain, and therefore agree that the Buyers shall be entitled to seek
injunctive or other equitable relief to enforce such covenants. Such right of the Buyers is
to be in addition to the remedies otherwise available to the Buyers at law or in equity.
 15.5
    
    Assuming the Completion Date occurs prior to 4 November 2007, the Sellers shall cooperate and
assist the Buyers in the Buyers efforts to complete the purchase of the Companys outstanding
participation interests that are not then held by the Buyers.16.
    
    CONFIDENTIALITY
 16.1
    
    From the date of this Agreement and after termination, without limit in time each Party will:
 16.1.1
    
    keep confidential:
 (a)
    
    all information (written, oral or electronic) disclosed to it
by another Party and concerning the business and affairs of that other Party;
and(b)
    
    the provisions and subject matter of this Agreement and the
negotiations relating to it;
 (together the Confidential Information);16.1.2
    
    use the Confidential Information solely in accordance with its performance of, and to
give full effect to this Agreement;16.1.3
    
    not disclose the Confidential Information to any person other than those of its
Representatives who need to know the Confidential Information in order to advise in
connection with or implement the Transaction and will take all reasonable steps to
ensure that any recipient complies with these confidentiality obligations as if they
were Party to this Agreement; and16.1.4
    
    at the request of the disclosing Party or at the conclusion of its authorised use,
return to the disclosing Party all documents and materials (and all copies thereof)
containing the other Partys Confidential Information, erase all Confidential
Information from their computer systems (to the extent possible) and certify in writing
to the other Party that it has complied with the requirements of this Clause.
 16.2
    
    This Clause does not apply to Confidential Information which:
 24




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16.2.1
    
    is in or comes into the public domain other than by breach of this Agreement or of
any obligation of confidence owed by the receiving Party or a recipient to the
disclosing Party;16.2.2
    
    the receiving Party can show it was already in receipt of, prior to disclosure by the
disclosing Party;16.2.3
    
    was subsequently disclosed to the receiving Party lawfully by a third party who did
not obtain it (whether directly or indirectly) from the disclosing Party.
 16.3
    
    Notwithstanding Clauses 16.1 and 16.2, the receiving Party may disclose Confidential
Information:
 16.3.1
    
    if and to the extent required by:
 (a)
    
    law or by any order of a court of competent jurisdiction;
and/or(b)
    
    any Governmental Entity or other regulatory or tax authority
which is entitled to require any such disclosure, whether or not the
requirements have the force of law;
 provided that, save where giving notice to the other Party is prohibited by law, it
gives the disclosing Party as much notice of such disclosure as practicable; or16.3.2
    
    if and to the extent the disclosing Party has given its prior written consent to the
disclosure, such consent not to be unreasonably withheld or delayed.
 16.4
    
    Each Party reserves all rights in its Confidential Information and no rights or obligations
other than those expressly set out in this Agreement are granted by or to be implied from this
Agreement. In particular, no licence is hereby granted directly or indirectly under any
patent, invention, discovery, copyright or other intellectual property right now or in the
future held, made, obtained, or licensable by either Party.17.
    
    ANNOUNCEMENTS17.1
    
    Subject to Clause 17.2, no announcement or public statement concerning the existence, subject
matter or any term of this Agreement shall be made by or on behalf of any Party without the
prior written approval of the other, such approval not to be unreasonably withheld or delayed.17.2
    
    This Clause shall not apply to any announcement or public statement by any Party required by
law, or the rules of any regulatory or governmental body to which such Party is subject,
including the rules of a recognised investment exchange any stock exchange on which any
securities of the relevant Party are listed, in which case the Party concerned shall make all
reasonable attempts to agree the contents of such announcement or statement with the other
Parties before it is made.18.
    
    ASSIGNMENT18.1
    
    No Party shall be entitled to assign or transfer all or any of its rights, benefits or
obligations under this Agreement without the prior written consent of the other.
 25




---



##### 



18.2
    
    Notwithstanding Clause 18.1, the Buyers may assign its rights hereunder to any entity which
is majority owned, directly or indirectly, by PepsiCo, Inc. and/or PepsiAmericas, Inc. (a
Buyers Subsidiary), provided, however, that (i) the Buyers shall remain obligated for the
performance of all Buyers covenants and obligations hereunder; (ii) where such assignment
takes place prior to Completion, the jurisdiction in which the assignee entity is organised is
approved in advance in writing by the Sellers (such approval not to be unreasonably withheld);
and (iii) the Buyers shall ensure that such assignment shall not delay Completion.18.3
    
    Notwithstanding any other provision of this Agreement, the Sellers shall not be liable to
make any payment in respect of any Claim under this Agreement to any person other than the
Buyers to the extent that the amount of such a payment to such other person is greater than
the amount of the payment which would have been due to the Buyers had the Buyers not assigned
any of their rights under this Agreement and had the payment in question been made directly to
them.19.
    
    VARIATIONAny variation of this Agreement must be in writing and signed by each Party or, in the case
of a body corporate, a duly authorised officer or representative of such Party.20.
    
    WAIVERA delay in exercising, or failure to exercise, any right or remedy under this Agreement does
not constitute a waiver of such right or remedy or other rights or remedies nor shall either
operate so as to bar the exercise or enforcement thereof.21.
    
    ENTIRE AGREEMENTThis Agreement and the Schedules hereto and any other agreement or instrument contemplated
hereby, or any other agreement entered into in connection herewith on the date hereof, inter
alios, by the Parties hereto, constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the Parties with respect to the
subject matter hereof and thereof and, save as expressly provided in this Agreement, is not
intended to confer upon any person other than the Parties any rights or remedies hereunder
pursuant to the Contracts (Rights of Third Parties) Act 1999.22.
    
    EFFECT OF COMPLETIONExcept to the extent that they have been performed and except where the Agreement provides
otherwise, the warranties, representations, indemnities and obligations contained in this
Agreement remain in force after Completion.23.
    
    COSTSSave as otherwise expressly stated in this Agreement, each Party shall pay its own costs in
connection with the negotiation, preparation and implementation of this Agreement and all
agreements ancillary to it.
 26




---



##### 



24.
    
    EXCHANGE RATEFor purposes of this Agreement, any conversion from UAH to US$, shall be made on the basis
of the official exchange rate set by the National Bank of Ukraine on the Business Day
preceding the date on which such any exchange rate is to be determined in accordance with
this Agreement.25.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, each of which when executed
and delivered constitutes an original of this Agreement, but all the counterparts shall
together constitute one and the same agreement. No counterpart shall be effective until
each Party has executed at least one counterpart.26.
    
    NOTICES; POWER OF ATTORNEY26.1
    
    A notice or other communication given under this Agreement shall be in writing and shall be
served by delivering it to the Party due to receive it at the address set out in this Clause
26 and shall be deemed to have been delivered in accordance with this Clause 26.26.2
    
    The Parties addresses and fax numbers for the purposes of this Agreement are:Buyers:PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
USA
For the attention of: Tim Heaviside, Assistant General Counsel
Fax number: +1 914 253 2752PepsiAmericas, Inc.
4000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, MN 55402
For the attention of: Matt Carter, Senior Vice-President M&A
Fax number: +1 612 661 4004Sellers:Igor Yevgenovych Bezzub
25 Alivu Street
Gineitishkiu Village
Zuyumu District
Vilnius Region
Republic of Lithuania
Fax number: +370 5 278 9111Raimondas Tumenas
36 Zhelvos Street
 27




---



##### 



Vilnius City
Republic of Lithuania
Fax number: +370 5 278 9111or such other address or fax number as the relevant Party notifies to the other Parties,
which change of address shall only take effect if delivered and received in accordance with
this Clause.26.3
    
    A notice so addressed shall be deemed to have been received:
 26.3.1
    
    if personally delivered, at the time of delivery;26.3.2
    
    if sent by pre-paid first class post, recorded delivery or registered post, two
Business Days after the date of posting to the relevant address;26.3.3
    
    if sent by registered air-mail, 5 (five) Business Days after the date of posting to
the relevant address; and26.3.4
    
    if sent by fax, on successful completion of its transmission as per a transmission
report from the machine from which the fax was sent, save that if such notice of
communication is received after the end of normal working hours (and normal working
hours shall be deemed to be 8.30 am to 5.30 pm on any Business Day in the country of
the recipient), such notice or communication shall be deemed to have been received on
the next Business Day.
 26.4
    
    For the avoidance of doubt, notice given under this Agreement shall not be validly served if
sent by electronic mail.26.5
    
    Raimondas Tumenas hereby grants a power of attorney to Igor Yevgenovych Bezzub to accept and
serve notices and to make legally binding declarations on behalf of each of both Sellers with
regard to this Agreement and the Transaction. Igor Yevgenovych Bezzub accepts this power of
attorney. The Buyers may give any notices under this Agreement to the Sellers and may receive
instructions from the Sellers through Igor Yevgenovych Bezzub.27.
    
    GOVERNING LAW; ARBITRATION27.1
    
    This Agreement is governed by, and shall be construed in accordance with, English law.27.2
    
    Any dispute, controversy or claim arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination, shall be referred to
and finally resolved by arbitration under the Rules of Arbitration (the Rules) of the London
Court of International Arbitration (the LCIA Court) in force at the date of this Agreement,
which Rules are deemed to be incorporated by reference to this Clause 27. There shall be three
arbitrators, and the Parties agree that one arbitrator shall be nominated by each party for
appointment by the LCIA Court in accordance with the Rules. The third arbitrator who shall
act as the chairman of the tribunal, shall be nominated by agreement of the two party-approved
arbitrators within fourteen days of the confirmation of the appointment of the second
arbitrator,
 28




---



##### 



or in default of such agreement, appointed by the LCIA Court. The seat of the arbitration
shall be London. The language of this arbitration shall be English.27.3
    
    The arbitrators shall have the power to grant any legal or equitable remedy or relief
available under law, including but not limited to injunctive relief, whether interim and/or
final, and specific performance, and any measures ordered by the arbitrators may be
specifically enforced by any court of competent jurisdiction. Each Party retains the right to
seek interim or provisional measures, including but not limited to injunctive relief and
including but not limited to pre-arbitral attachments or injunctions, from any court of
competent jurisdiction, and any such request shall not be deemed incompatible with the
agreement to arbitrate or a waiver of the right to arbitrate. For the avoidance of doubt,
this Clause 27 is not intended to limit the powers of the court exercisable in support of
arbitration proceedings pursuant to section 44 of the Arbitration Act 1996 of England.27.4
    
    In order to facilitate the comprehensive resolution of related disputes, the Parties agree
that upon request of any Party to an arbitration pursuant to this Clause 27, the arbitral
tribunal may, within 90 days of its appointment, consolidate the arbitration with any other
arbitration or proposed arbitration involving any of the Parties and relating to this
Agreement and/or any other agreement (a Related Agreement) for the sale and purchase of any
participation interest in the Company other than the Participation Interests executed
simultaneously with this Agreement. The arbitral tribunal shall not consolidate such
arbitrations unless it determines that (a) there are issues of fact or law common to the
arbitrations in question so that a consolidated proceeding would be more efficient than
separate proceedings, and (b) no Party would be prejudiced as a result of such consolidation
through undue delay or otherwise. In the event of different rulings on this question by the
arbitration tribunal constituted hereunder and the tribunal constituted under any Related
Agreement, the ruling of the first formed panel shall control. In the case of the consolidated
proceeding, the arbitrators in that proceeding shall be appointed by the LCIA Court.28.
    
    LANGUAGE28.1
    
    This Agreement is written in English and Russian, except for the New Charter, which is
written in English and Ukrainian. In the event of any discrepancy between the English and
Russian versions, the English version shall prevail; as regards the New Charter, the Ukrainian
version shall prevail.
 IN WITNESS WHEREOF THIS AGREEMENT WAS EXECUTED BY THE PARTIES HERETO ON THE DATE SET OUT ON PAGE 1.
 29




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##### 



SCHEDULE 1
INFORMATION ABOUT THE COMPANY AND ITS SUBSIDIARIES
 Part A
The Company
 1.
    
    Registered number:
    
    1 5511 120 0000 0000 232.
    
    Identification number:
    
    224300083.
    
    Date of registration:
    
    8 October 19984.
    
    Place of registration:
    
    Zhovtnevy District State
Administration, Mykolayiv region,
Ukraine,5.
    
    Registered office address:
    
    57262, Mykolayiv Region, Zhovtnevy
District, Mykolaivske Village6.
    
    Type of company:
    
    Limited Liability Company7.
    
    Directors:
    
    Igor Bezzub
Raimondas Tumenas
Sergiy Sipko
Igor Landa8.
    
    Accounting reference date:
    
    31 December9.
    
    Auditors:
    
    ZAT Deloitte & Touche USC
 30




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##### 



Part B
 The Subsidiaries
 1.
    
    Name:
    
    DP Torgovy Dom Sandora (Sandora
Trading House)2.
    
    Registered number:
    
    1 511 120 0000 0000 243.
    
    Identification number:
    
    303487754.
    
    Date of registration:
    
    3 February 20035.
    
    Place of registration:
    
    Zhovtnevy District State
Administration, Mykolayiv region,
Ukraine,6.
    
    Registered office address:
    
    57262, Mykolayiv Region, Zhovtnevy
District, Mykolaivske Village7.
    
    Type of company:
    
    Dochernee Predpriyatie (Subsidiary
Company)8.
    
    Directors:
    
    Vyacheslav Gnasevich9.
    
    Accounting reference date:
    
    31 December10.
    
    Auditors:
    
    N/A
 31




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##### 



1.
    
    Name:
    
    DP Mykolayivskiy Sokoviy Zavod2.
    
    Registered number:
    
    1 511 120 0000 0000283.
    
    Identification number:
    
    327472994.
    
    Date of registration:
    
    16 February 20045.
    
    Place of registration:
    
    Zhovtnevy District State
Administration, Mykolayiv region,
Ukraine,6.
    
    Registered office address:
    
    57262, Mykolayiv Region, Zhovtnevy
District, Mykolaivske Village, 59
Lenina Street7.
    
    Type of company:
    
    Dochernee Predpriyatie (Subsidiary
Company)8.
    
    Directors:
    
    Svitlana Povetkina9.
    
    Accounting reference date:
    
    31 December10.
    
    Auditors:
    
    N/A
 32




---



##### 



1.
    
    Name:
    
    DP Sandora-Stroy2.
    
    Registered number:
    
    1 511 120 0000 0000 263.
    
    Identification number:
    
    304897194.
    
    Date of registration:
    
    10 November 19995.
    
    Place of registration:
    
    Zhovtnevy District State
Administration, Mykolayiv region,
Ukraine,6.
    
    Registered office address:
    
    57262, Mykolayiv Region, Zhovtnevy
District, Mykolaivske Village7.
    
    Type of company:
    
    Dochernee Predpriyatie (Subsidiary
Company)8.
    
    Directors:
    
    Sergiy Dmitriev9.
    
    Accounting reference date:
    
    31 December10.
    
    Auditors:
    
    N/A
 33




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##### 



SCHEDULE 2
DETAILS OF SELLERS, THEIR PARTICIPATION INTERESTS, CONSIDERATION DUE AND PROPORTIONATE LIABILITY
 1
    
    2
    
    3
    
    4Participation
    
    Proportion of
    
    ProportionateName and address of Seller
    
    Interest
    
    Purchase Price
    
    LiabilityIgor Yevgenovych Bezzub,
25 Alivu Street, Gineitishkiu Village, Zuyumu
District, Vilnius Region, Republic of Lithuania
    
    
    35.0
    %
    
    
    50
    %
    
    
    50
    %Raimondas Tumenas,
36 Zhelvos Street, Vilnius City, Republic of Lithuania
    
    
    35.0
    %
    
    
    50
    %
    
    
    50
    %Marina Bezzub
25 Alivu Street, Gineitishkiu Village
Zuyumu District, Vilnius Region, Republic of Lithuania
    
    
    10.0
    %
    
    
    n/a
    
    
    
    n/aAgne Tumenaite
36 Zhelvos Street, Vilnius City, Republic of Lithuania
    
    
    10.0
    %
    
    
    n/a
    
    
    
    n/a
 34




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##### 



SCHEDULE 3
WARRANTIES
 1.
    
    PARTICIPATION INTERESTS1.1
    
    Each of the Sellers and each of Marina Bezzub and Agne Tumenaite is the registered legal
owner of the participation interest set opposite his or her name in Schedule 2 and is
beneficially entitled to effect or procure the sale and transfer of such participation
interest, and such participation interest shall be fully paid in and free from all
Encumbrances (other than those expressly provided for in this Agreement, the organisational
documents of the Company and/or those that arise by application of Applicable Law).1.2
    
    Except as otherwise specified in the Disclosure Letter none of the Sellers, Marina Bezzub or
Agne Tumenaite is a party to any option, warrant, purchase right, or other contract or
commitment that could require such Seller to sell, transfer, or otherwise dispose of any of
his or her participation interest (other than this Agreement).1.3
    
    None of the Sellers, Marina Bezzub or Agne Tumenaite is a party to any voting trust, proxy,
or other agreement or understanding with respect to the voting of his or her participation
interest (other than this Agreement).2.
    
    CAPACITY AND AUTHORITY OF THE SELLERS2.1
    
    Each of the Sellers has full power and authority without requiring the consent of any other
person, and has taken all necessary actions, to enter into and exercise its rights and
perform its obligations under this Agreement and all other documents to be executed by them at
Completion.2.2
    
    Each of the Sellers is a natural person.2.3
    
    This Agreement and all other documents to be executed by the Sellers will, when executed,
constitute lawful, valid and binding obligations of the Sellers in accordance with their
respective terms.2.4
    
    Each of the Sellers warrants that such Seller is not (i) a United States Shareholder as
defined in Section 951(b) of the United States Internal Revenue Code of 1986, or (ii) a
resident of the Ukraine for purposes of Applicable Laws governing Ukrainian currency control
or tax regulations.3.
    
    EFFECT OF AGREEMENT3.1
    
    The execution and delivery of this Agreement and all other documents to be executed at
Completion, and the performance of and compliance with their terms, by the Sellers does not
and will not:
 3.1.1
    
    conflict with, constitute a breach of, give rise to an event of default under,
require the consent of another person under, require a payment to another person under,
enable a person to terminate or vary, or relieve a person from any obligation under:
 35




---



##### 



(a)
    
    any agreement or instrument to which the Company or the Sellers
are party; or(b)
    
    any Applicable Laws, order, judgment, injunction or decree of
any Governmental Entity binding upon the Company or the Sellers; or
 3.1.2
    
    so far as the Sellers are aware, cause or permit any member of management or
other employee of the Company to resign or cause a benefit or payment to be made or
given by the Company to such employee.
 3.2
    
    No person is entitled to receive a brokerage, finders fee or commission from the Company in
connection with this Agreement or any other agreement executed at Completion.4.
    
    ORGANISATION AND CORPORATE POWER4.1
    
    The Company is a limited liability company duly organised, validly existing and in good
standing under Ukrainian law and is duly authorised to conduct business under Ukrainian law.4.2
    
    The corporate details of the Company set out in Schedule 1 are correct.4.3
    
    The Company is duly qualified or licensed to do business and in good standing in each
jurisdiction in which the property owned, leased or operated by it or the nature of the
business conducted by it makes such qualification or licensing necessary.4.4
    
    The Company has full corporate power and authority necessary to carry on the Business and to
own and use the properties and assets owned and used by it.4.5
    
    The Sellers have delivered to the Buyers correct and complete copies of the Constituent
Documents (as amended to date).4.6
    
    So far as the Sellers are aware, the Company has maintained and preserved the Books and
Records of the Company in all material respects in accordance with Applicable Law.4.7
    
    The Company is not in default under or in violation of any provision of its Constituent
Documents and the execution of this Agreement and the consummation of the Transaction will not
result in such default or violation.4.8
    
    Other than the Subsidiaries, the Company does not have, and has not agreed to acquire, any
direct or indirect interest in any subsidiaries or subsidiary undertakings.4.9
    
    The Company has no associated companies, an associated company being an entity (other than a
subsidiary undertaking) in which the Company has a participating interest, being a beneficial
interest in a holding of more than 20% (twenty per cent) of the shares in such entity, and
over whose operating and financial policies the Company exercises a significant influence, in
particular in terms of its policy decisions relating to the expansion or contraction or
activities of the business and determining the balance between dividend and reinvestment.
 36




---



##### 



5.
    
    FINANCIAL STATEMENTS5.1
    
    Attached to the Disclosure Letter are true and complete copies of the Accounts.5.2
    
    The Accounts present fairly, in all material respects, the financial position of the Company
and the Subsidiaries as of the Accounts Date, and its consolidated financial position and its
consolidated cash flows for the year then ended, in accordance with IFRS, except as described
in the Auditors report dated 16 March 2007, a copy of which is attached to the Accounts.5.3
    
    The Company has no liabilities (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due, including any liability for Taxes) required by
IFRS to be disclosed on a balance sheet (or in the notes thereto) of the Company other than:
 5.3.1
    
    those set forth or specifically reserved against in the balance sheet in the
Accounts (or in the notes thereto); and5.3.2
    
    those incurred in the ordinary course of business since the date of the
balance sheet in the Accounts, the existence of which would not otherwise constitute a
breach of another Warranty contained in this Schedule 3.
 5.4
    
    Since the Accounts Date, the Company has conducted its business in the ordinary course
consistent with past practice and there has not been:
 5.4.1
    
    any Material Adverse Effect;5.4.2
    
    any material change in the method of accounting or accounting practices, other
than changes required by applicable Ukrainian accounting rules and regulations; and5.4.3
    
    any declaration, payment or making of a dividend or other distribution to any
owner of participation interests in the Company or any Affiliates of such owners.
 5.5
    
    Since the Accounts Date, the Company has conducted its operations in the ordinary course.6.
    
    LITIGATION6.1
    
    Except as set forth in the Disclosure Letter, as of the date hereof, there are no actions,
suits, claims or proceedings, whether in equity or at law, or Governmental Entity
investigations or inquiries pending against the Company except for such actions, suits, claims
or proceedings, which would, so far as the Sellers are aware, not result in a Loss to the
Company in excess of US$200,000 (two hundred thousand) per individual case (and, for the
avoidance of doubt, where a number of cases arise from the same or similar facts or
circumstances, such cases shall be aggregated for the purposes of the aforementioned
threshold).6.2
    
    Except as set forth in the Disclosure Letter, so far as the Sellers are aware, there are no
actions, suits, claims or proceedings, whether in equity or at law, or Governmental
 37




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Entity investigations or inquiries threatened in writing against the Company which could
reasonably be expected to result in a Loss to the Company in excess of US$200,000 (two
hundred thousand) per individual case (and, for the avoidance of doubt, where a number of
cases arise from the same or similar facts or circumstances, such cases shall be aggregated
for the purposes of the aforementioned threshold).6.3
    
    So far as the Sellers are aware, the Company is not subject to any judgment, order, award or
decree entered in any lawsuit or proceeding which would have or result in (singularly or in
the aggregate with other judgments, orders, awards or decrees) a Material Adverse Effect.7.
    
    TAX MATTERS7.1
    
    The Company has timely filed (or there have been filed on its behalf) all Tax Returns
required to be filed by or on behalf of the Company on or prior to the date hereof, and, when
filed, such Tax Returns were true and accurate in all material respects.7.2
    
    The Company has paid, accounted for or provided in the Accounts for all Taxes for which the
Company is liable to pay or account and the last date for payment of or accounting for which
without incurring a fine or a liability to interest or penalties in respect thereof (but
taking into account any relevant extension of the time for payment) fell prior to the date of
this Agreement.7.3
    
    The Company has preserved all records which it is required by law to preserve for the
purposes of any Tax.7.4
    
    So far as the Sellers are aware, there are no liens for Taxes upon any property (including
real property) or assets of the Company, except for liens for Taxes not yet due.7.5
    
    The Company is not the subject of or otherwise engaged in any audits, examinations,
investigations or other administrative proceedings or court proceedings with regard to any
Taxes or Tax Returns filed by or on behalf of the Company, nor, as far as the Sellers are
aware, has the Company received any notice from any Tax Authority that such an audit,
investigation, or other proceeding was threatened or likely in the 12 months following the
date of this Agreement.8.
    
    MATERIAL CONTRACTS8.1
    
    The Disclosure Letter sets forth the following written contracts entered into by the Company:
 8.1.1
    
    agreements with the Companys 20 (twenty) largest suppliers by monetary value
during the period from the Accounts Date to the date hereof;8.1.2
    
    agreements with the Companys 20 (twenty) largest non-exclusive distributors
by monetary value during the period from the Accounts Date to the date hereof;8.1.3
    
    agreements with the Companys exclusive distributors in force as of the date
hereof;
 38




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8.1.4
    
    all of the Companys loan agreements;8.1.5
    
    all contracts, agreements, leases or licenses other than supply, distribution
and loan agreements that require, or will require, an annual expenditure by the
Company, or the receipt by the Company, of at least US$500,000 (five hundred thousand).
 (the Material Contracts).8.2
    
    So far as the Sellers are aware, all Material Contracts are legal, valid, binding,
enforceable and in full force and effect. So far as the Sellers are aware, the other party to
any Material Contract is not in material default under, and the Company has not received any
notice of either (i) cancellation or (ii) any enforcement, investigation, proceeding or
penalty by any Governmental Entity with respect to, any of the Material Contracts.8.3
    
    The Company is not in material default under any of the Material Contracts.9.
    
    ASSETS9.1
    
    The material tangible assets of the Company are in reasonable condition, order and repair
(subject to the need to effect ordinary course repairs and replacements).9.2
    
    Since the Accounts Date, none of the material tangible assets owned or leased by the Company
have been affected by any fire, accident, or any other casualty that has had or would result
in a Material Adverse Effect.9.3
    
    Except as otherwise specified in the Disclosure Letter or in Schedule 6 hereof the Company
has full and legally valid title, free and clear of any encumbrances for the Properties. So
far as the Sellers are aware, no legal impediment, condemnation or other proceeding is pending
or threatened which would affect the Companys use of, or the Companys interest in, any such
Property. Schedule 6 contains a complete and accurate list of the Companys owned and leased
real properties.10.
    
    INTELLECTUAL PROPERTY10.1
    
    The Trade Marks owned, used or applied for by the Company are set out in the Disclosure
Letter, including details of the class to which registration of the Trade Mark relates. The
Company is the sole legal and beneficial owner of or applicant for such Trade Marks and all
such Trade Marks are free of any Encumbrances. The Company has registered (or applied for
registration) and maintained its rights in connection with such Trade Marks, to the extent
required to be registered, and any other agreement or arrangement in connection with such
Trade Marks or their use.10.2
    
    There are no pending or, so far as the Sellers are aware, threatened claims of infringement
or misappropriation by the Company with respect to any Intellectual Property of any person or
in which any person has an interest.10.3
    
    The Company has all necessary licences in respect of Intellectual Property necessary to
operate machinery and equipment used by the Company in its ordinary course of business.
 39




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10.4
    
    The Company has not received any written notice which asserts that the Company infringes or
violates the Intellectual Property rights of any third party.10.5
    
    So far as the Sellers are aware, the Trade Marks of the Company are valid and the Company
does not infringe upon any Intellectual Property of any person or in which any person has an
interest.11.
    
    COMPLIANCE WITH LAWS11.1
    
    So far as the Sellers are aware, the Company is in compliance in all material respects with
all Applicable Laws that apply to the business, properties or assets of the Company.11.2
    
    The Company is not alleged to be in material violation or default of any Applicable Laws,
relating to or affecting the operation, conduct or ownership of the property or business of
the Company.11.3
    
    Except as otherwise specified in the Disclosure Letter the Company has not received nor is it
aware of any material complaint, order, directive, claim, citation or notice from any
authority with respect to any matter of the Companys compliance with the relevant
environmental, health and safety laws and regulations in effect in the Ukraine such as without
limitation, air emissions, discharges to surface water, noise emissions, solid or liquid waste
disposal of toxic or hazardous substances or waste.12.
    
    LICENCES AND CONSENTS12.1
    
    So far as the Sellers are aware, the Company has all material licences (including statutory
licences), consents, approvals and authorisations necessary to carry on its Business as it
does at present.12.2
    
    So far as the Sellers are aware, as of the date hereof there are no facts that might result
in the revocation, suspension or modification of any of those licences or consents or
prejudice their renewal.13.
    
    AFFILIATE CONTRACTS13.1
    
    Except as disclosed in the Disclosure Letter, since the Accounts Date neither the Sellers nor
the Other Participants nor any of their respective Affiliates have been a party to any
outstanding agreement or arrangement for the provision of finance, goods, services or other
facilities to or by the Company or in any way relating to the Company, or the Companys
affairs.13.2
    
    From 1 January 2006 to the date hereof, all agreements, if any, between the Company on the
one hand and the Sellers, the Other Participants and their respective Affiliates on the other
hand were conducted on terms materially consistent with market rates.14.
    
    INSOLVENCY14.1
    
    The Company has not stopped or suspended payment of its debts, become unable to pay its debts
or otherwise become insolvent in any relevant jurisdiction.
 40




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14.2
    
    So far as the Sellers are aware, no circumstances have arisen which entitle any person to
take any action, appoint any person, commence proceedings or obtain any order of the type
mentioned in paragraph 14.1 above in any relevant jurisdiction.15.
    
    INSURANCE15.1
    
    The Disclosure Letter sets forth a list of all insurance policies with annual premiums in
excess of US$200,000 (two hundred thousand), all of which policies are valid and in full
force, the premiums of which have been paid in full and there are no claims outstanding in
excess of US$200,000 (two hundred thousand) under any such policies.16.
    
    EMPLOYMENT16.1
    
    The Company is in material compliance with all Applicable Laws relating to employment,
including without limitation those relating to wages, hours, unfair employment practices,
discrimination, immigration, payment of social security and similar taxes.16.2
    
    There are no representation questions, arbitration proceedings, labour strikes, slowdowns or
stoppages or other labour troubles pending or, so far as the Sellers are aware, threatened
with respect to the employees of the Company.16.3
    
    The Company has not granted or otherwise promised any golden parachutes or similar
remuneration including severance payments, stock options, or a bonus, to any manager or
director of the Company in the event of (i) a change of control in the Company or (ii) the
(forced) resignation, leaving office or retirement of such manager or director. The Company
is not, and has never been, a party to any pension plan other than the statutory pension
scheme of the Ukraine.17.
    
    PRODUCT LIABILITY17.1
    
    The Company has not manufactured, sold or supplied or, so far as the Sellers are aware, been
supplied with or agreed to purchase any products or services which are or were faulty or
defective or which do not comply with any warranties or, representations expressly or
impliedly made by the Company or with any Applicable Laws.17.2
    
    So far as the Sellers are aware, the Company has not manufactured, sold or supplied or been
supplied with or agreed to purchase any products or services which are or were faulty or
defective or which do not comply with any warranties or representations expressly or impliedly
made by the Company or with any Applicable Laws.18.
    
    ENVIRONMENTAL MATTERS18.1
    
    So far as the Sellers are aware, the Companys facilities have been maintained in compliance
with all Applicable Laws, as they exist on the date hereof, that (i) regulate or relate to the
protection or clean-up of the environment, the use, treatment, storage, transportation,
handling or disposal of hazardous, toxic or otherwise dangerous substances, wastes or
materials (whether gas, liquid or solid), the preservation or protection of waterways,
groundwater, drinking water, air (including any restrictions
 41




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concerning foul or noxious odors), wildlife, plants or other natural resources, or the
health and safety of persons or property, including without limitation protection of the
health and safety of employees or (ii) impose liability with respect to any of the foregoing
(collectively, Environmental Laws).18.2
    
    In the past 3 (three) years, the Company has not received any written notice at any time that
it is or was claimed to be in violation of or in non-compliance with the provisions of any
Environmental Law with respect to the operation of the Business;18.3
    
    There is not now pending or, so far as the Sellers are aware, threatened, any action against
the Company with respect to any Release or mishandling of any Hazardous Substance in the
operation of the Business;18.4
    
    So far as the Sellers are aware, the Company does not and has not used, generated, treated,
stored, transported, disposed of or handled any Hazardous Substance, except in compliance in
all material respects with all Environmental Laws;18.5
    
    The Companys current release and disposal of waste water from its facilities complies with
existing Environmental Laws in all material respects.19.
    
    UTILITIES19.1
    
    So far as the Sellers are aware, the Companys current use of water, electricity, gas, sewage
and waste water does not exceed the amount permitted or approved by the respective provider of
such utilities. Since the Accounts Date, inadequate utilities or poor utility service have
not been a cause of any continuing stoppage or delays in the operations of the Business. The
Company has not received written notice from any provider of utilities of any existing matter
that could reasonably be expected to cause any continuing stoppage or delays in the operations
of the Business.19.2
    
    So far as the Sellers are aware, all water used in the production process of the Business
meets or exceeds (i) the minimum internal quality standards required by the Company, and (ii)
the Ukrainian, local or other governmental quality standards applicable to the Business.20.
    
    NO REPRESENTATIONS OR OTHER WARRANTIES20.1
    
    Except for the Warranties contained in this Schedule 3, neither the Sellers nor any other
person or entity acting on behalf of the Sellers, makes any representation or warranty,
express or implied.
 42




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SCHEDULE 4
LIMITATIONS ON SELLERS LIABILITY
 1.
    
    MAXIMUM LIABILITY OF SELLERS1.1
    
    The total amount of the Sellers liability under this Agreement is limited to an amount equal
to the Retention Amount, save in respect of a Claim in relation to a breach of:
 1.1.1
    
    the Title Warranties, in which case the total aggregate liability of the
Sellers for all or any breaches of the Title Warranties shall be limited to US$
609,750,000 (six hundred nine million seven hundred fifty thousand) less (i) any amount
paid in relation to a Claim under this Agreement and (ii) any amount paid to the Buyers
(or any Buyers Affiliates) under a Related Agreement in relation to a loss incurred by
the Buyers as result of a breach of the Title Warranties insofar as they relate to the
participation interests in the Company held by Marina Bezzub and Agne Tumenaite;1.1.2
    
    Clause 7.2.11 and paragraph 5.4.3 of Schedule 3, in which case the total
aggregate liability of the Sellers for all or any such breaches shall be limited to US$
609,750,000 (six hundred nine million seven hundred fifty thousand) less any amount
paid in relation to a Claim under this Agreement; and1.1.3
    
    Clause 15.1, in which case the total aggregate liability of the Sellers for
all or any such breaches shall be limited to the Purchase Price less any amount paid in
relation to a Claim under this Agreement.
 1.1
    
    The amount of the liability for each of the Sellers in respect of any Claim shall not exceed
such proportion of the amount of the Claim as set out against each of their names in column 4
of Schedule 2.1.2
    
    For purposes of determining the amount of any Claim arising under the Warranties or due to a
breach by the Sellers of Clause 7, the Participation Interests acquired by the Buyers
hereunder shall be deemed to correspond to 90% (ninety per cent) of the participation
interests in the Company.2.
    
    THRESHOLDS FOR SELLERS LIABILITY2.1
    
    The Sellers
 2.1.1
    
    shall not be liable for any individual Claim, unless the amount of the Claim,
or series of related Claims, exceeds US$200,000 (two hundred thousand) (and, for the
avoidance of doubt, where a number of Claims arise from the same or similar facts or
circumstances, such Claims shall be aggregated for the purposes of the aforementioned
threshold); and2.1.2
    
    will only be liable in respect of a Claim once the total amount of all Claims
exceeds US$6,000,000 (six million), in which case the Buyers are entitled to claim the
whole of such sum and not merely the excess,
 43




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provided that this paragraph 2.1 shall not apply to any Tax Claim, a Claim in
relation to the Title Warranties, or any claim for a breach of Clauses 7.2 or 15.1 of the
Agreement or Clause 5.4.3 of Schedule 3.3.
    
    TIME LIMITS FOR CLAIMSExcept for claims related to the Title Warranties, the Sellers will only be liable in
respect of a Claim if the Buyers have served a notice on the Sellers on or before (i) the
date falling 18 (eighteen) months after the Completion Date with respect to a Claim which is
not a Tax Claim or a breach of the covenants set forth in Clause 15.1 of the Agreement; and
(ii) the date falling 36 (thirty-six) months after the Completion Date with respect to any
Tax Claim or a breach of the covenants set forth in Clause 15.1 of the Agreement, which
notice sets out the nature of the Claim in reasonable detail, including the Buyers then
best estimate of its amount. The Title Warranties survive indefinitely.4.
    
    COMMENCEMENT OF PROCEEDINGS4.1
    
    Any Claim other than a Contingent Claim shall (if it has not previously been satisfied,
settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of
such Claim have been commenced by the Buyers in accordance with Clause 27 within 6 (six)
months of notification to the Sellers in accordance with paragraph 3 of this Schedule 4 and
such legal proceedings are being pursued with reasonable diligence.4.2
    
    If the circumstances giving rise to the Claim are such that the resulting loss suffered or
which may be suffered is contingent (a Contingent Claim) then any such Contingent Claim will
be deemed to be withdrawn on either:
 4.2.1
    
    the date falling 12 (twelve) months after the expiry of the relevant time
limit applicable to such Contingent Claim as stipulated in paragraph 3 of this Schedule
4, if such loss is still contingent at that date provided that this paragraph
4.2.1 shall not apply to any Contingent Claim (including, for the avoidance of doubt,
any Tax Claim that is a Contingent Claim) which is contingent due to proceedings
relating to such loss being pending before any competent Governmental Entity
(including, for the avoidance of doubt, any Tax Authority); or4.2.2
    
    if such loss ceases to be contingent (and the Contingent Claim thereby becomes
an actual Claim), the date falling 6 (six) months from the date on which such loss
ceased to be contingent, unless legal proceedings in respect of such Claim have been
commenced by the Buyers in accordance with Clause 27 within such period and such legal
proceedings are being pursued with reasonable diligence.
 5.
    
    NO DOUBLE RECOVERYThe Sellers will not be liable under a Claim to the extent that the loss that is the subject
of the Claim has already been fully recovered in respect of another Claim.
 44




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6.
    
    ACTS OR OMISSIONS BEFORE COMPLETIONThe Sellers will not be liable under a Claim which arises solely because of any act or thing
done or omitted to be done at any time before Completion with the express permission of the
Buyers under Clause 6 (the Buyers having been provided with all relevant information about
the consequences of such act or omission before giving such permission).7.
    
    RECOVERY FROM THIRD PARTIES7.1
    
    If the Sellers pay in full the amount payable to the Buyers in respect of a Claim and the
Buyers or the Company subsequently recovers from a third party (including an insurer) an
amount which relates to the matter that gave rise to that Claim, the Buyers must notify the
Sellers and:
 7.1.1
    
    if the amount paid by the Sellers to the Buyers is less than the amount
recovered from the third party (after deduction of costs and expenses incurred in
obtaining that recovery including any incremental increase of insurance premiums under
insurance policies taken out by the Company in effect as of Completion or subsequently
renewed to the extent such increase is attributed to such Claim and less any Tax
related to that recovery), the Buyers must pay the Sellers an amount equal to the
amount that the Sellers paid to the Buyers; or7.1.2
    
    if the amount paid by the Sellers to the Buyers is more than the amount
recovered from the third party (after deduction of costs and expenses incurred in
obtaining that recovery including any incremental increase of insurance premiums under
insurance policies taken out by the Company in effect as of Completion or subsequently
renewed to the extent such increase is attributed to such Claim and less any Tax
related to that recovery), the Buyers must pay the Sellers an amount equal to the
amount recovered from the third party (after deduction of costs and expenses incurred
in obtaining that recovery including any incremental increase in insurance premiums
under insurance policies in effect as of Completion or subsequently renewed to the
extent such increase is attributable to such Claim and less any Tax related to that
recovery).
 7.2
    
    The Sellers will not be liable in respect of a Claim to the extent that the Buyers or the
Company have recovered under a policy of insurance or from another third party an amount
(after deduction of costs and expenses incurred in obtaining that recovery including any
incremental increase in insurance premiums under insurance policies in effect as of Completion
or subsequently renewed to the extent such increase is attributable to such Claim and less any
Tax related to that recovery) which relates to the matter that gave rise to the Claim.8.
    
    REMEDYThe Sellers shall not be liable in respect of any Claim which is capable of remedy except to
the extent that the relevant breach remains unremedied after the expiry of 30 (thirty) days
following receipt by the Sellers of a written notice from the Buyers giving full particulars
of the relevant breach and requiring it to be remedied.
 45




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9.
    
    PRIOR RECOGNITIONNone of the Sellers shall be liable in respect of a Claim to the extent of:
 9.1.1
    
    any amount which is included as a liability in or is otherwise reflected in
respect of the subject matter of such Claim; or9.1.2
    
    any amount by which the valuation of any asset has been reduced to take
account of the subject matter of such Claim,
 in either case, in the Accounts.10.
    
    MATTERS ARISING SUBSEQUENT TO THIS AGREEMENTNo Seller shall have any liability in respect of any Claim in respect of any matter, act,
omission or circumstance (or any combination thereof), including the aggravation of a matter
or circumstance and any Losses arising therefrom, to the extent that such Claim is
attributable to, or arises as a result of, or is increased by:
 10.1.1
    
    any voluntary act, omission or transaction carried out by or at the request of or
with the consent of the Buyers or the Company or any of their respective directors,
employees, agents or advisors or any of their successors in title or assigns on or
after Completion except if such action is taken in order to comply with the law or a
contractual obligation of the Company in existence at the date hereof;10.1.2
    
    anything expressly provided to be done or omitted to be done pursuant to this
Agreement or any document referred to herein; or10.1.3
    
    any change in Applicable Law after the date of this Agreement including, for the
avoidance of doubt, in Environmental Law, (or any change in the interpretation of
Applicable Law) or in administrative practice of any Governmental Entity (including,
without limitation, of Tax Authority) provided that between the date hereof and
Completion where the Sellers respectively the Company have employed reasonable
commercial efforts to comply with the change; or10.1.4
    
    any change after Completion in the Tax or accounting bases, policies, practices or
methods applied in preparing any accounts or valuing any assets of the Company from
those used in preparing the Accounts (unless such change is a result of such prior
bases, policies, practices or methods being noncompliant with Applicable Law prior to
the Accounts Date), or any increase in the rates of Tax or any imposition of Tax not in
effect at the date of this Agreement or any withdrawal after the date of this Agreement
of any practice or extra-statutory concession previously published by a Tax Authority
(whether or not purporting to be retrospective in whole or in part); or10.1.5
    
    the failure or omission by the Company or the Buyers to make any claim, election,
surrender or disclaimer or give any notice or consent or do any other thing under the
provisions of any enactment or regulation relating to Tax after
 46




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Completion, the making, giving or doing of which was taken into account in computing
the provision or reserve for Tax in the Accounts; or10.1.6
    
    the winding-up of the Company or any winding-up or cessation after Completion of any
trade or business carried on by the Company or effecting a major change after
Completion in the nature or conduct of any trade or business carried on by the Company;
or10.1.7
    
    any claim, election, surrender or disclaimer made or notice or consent given after
Completion by the Buyers, the Company or any Affiliate of either Buyer under the
provisions of any enactment or regulation relating to Tax other than any claim,
election, surrender, disclaimer, notice or consent assumed to have been made, given or
done in the Accounts; or10.1.8
    
    the rate of Tax to which the Company is liable increasing as a result of the Company
becoming owned by the Buyers; or10.1.9
    
    any breach or non-fulfillment by the Buyers of any of its obligations under this
Agreement; or10.1.10
    
    any failure by the Buyers at any time, or the Company after Completion to pay any
Tax properly due by it.
 11.
    
    FINALLY DUE AND PAYABLENo Seller shall be liable to make any payment in respect of any Claim which arises as a
result of an action by a third party, which Claim constitutes a breach of Warranty, unless
and until the Buyers respectively the Company have become finally liable to make payment to
the third party in respect of any corresponding liability.12.
    
    MITIGATION AND TAX RELIEFS12.1
    
    Nothing in this Schedule 4 affects any legal duty of the Buyers or the Company to mitigate
its loss.12.2
    
    The Sellers shall not be liable under this Agreement in respect of any Claim to the extent
that the Company or the Buyers reduce the amount of the Claim, or could have reduced the
amount of such a Claim had the Company and/or the Buyers used commercially reasonable efforts
to do so, in either case through the utilisation of any Relief.12.3
    
    The Sellers shall not be liable to make a payment in respect of any Claim under this
Agreement to the extent that any saving of Taxation or any other Relief has been or, if
commercially reasonable efforts were to be made to do so, may be obtained or enjoyed by the
Company, by the Buyers or by any Affiliate of the Buyers by reason of any of the matters
giving rise to such Claim.12.4
    
    All payments made in satisfaction (in whole or in part) of any Claim shall be treated as an
adjustment to the Purchase Price.
 47




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13.
    
    GENERAL13.1
    
    The Sellers will not be liable for any indirect or consequential loss incurred by the Buyers
in respect of a Claim.13.2
    
    Except for Claims under Clause 15, the Sellers will not be liable for any loss of profit
incurred by the Buyers in respect of a Claim.
 48




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SCHEDULE 5
NEW CHARTER
 APPROVED
By the Meeting of Participants of LLC «SANDORA»
 
 CHARTER
 (revised edition)
 «SANDORA»
 Mykolayiv City
2007
 49




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CHARTER OF
LIMITED LIABILITY COMPANY SANDORA
 ARTICLE 1.
GENERAL PROVISIONS
 1.1
    
    This Charter of LIMITED LIABILITY COMPANY SANDORA (hereinafter referred to as the
Charter) govern the issues related to the activities of LIMITED LIABILITY COMPANY SANDORA
which was established by the following founders:CJSC Sandora, a company organized and existing under the laws of [___], with
registered number [___], with its registered office at [___];andCJSC Tetra Trading, a company organized and existing under the laws of [___],
with registered number [___], with its registered office at [___]
(hereinafter jointly referred to as the Founders and each separately referred to as the
Founder).1.2
    
    As of the date of registration of this Charter the following entities will be the
Participants of the Company:PepsiAmericas, Inc., a company organized and existing under the laws of [___],
with registered number [___], with its registered office at [___];PepsiCo, Inc., a company organized and existing under the laws of [___], with
registered number [___], with its registered office at [___];Bezzub Marina, citizen of Republic of Lithuania, bearer of the passport No. 20273632 issued on
May 30, 2003, residential address: Republic of Lithuania, Vilnius Region, Zuyunu District,
Gineitishkiu Village, 25 Alivu Street, Identification No. 3192721680 (hereinafter referred to
as «Bezzub M.»),Tumenaite Agne, citizen of Republic of Lithuania, bearer of the passport No. 20262708 issued
on May 20, 2003, residential address: Republic of Lithuania, Vilnius City, 36 Zhelvos Street,
Identification No. 3187423529 (hereinafter referred to as «Tumenaite A.»),(hereinafter jointly referred to as the Participants and each separately referred to as the
Participant).Any entity, which may, anytime in the future, enter the Company, as provided in this Charter
and in the applicable Ukrainian legislation, shall hereinafter be referred to individually as
the Participant or jointly with the others as the Participants.
 50




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1.3
    
    This Charter was approved by the Participants subject to such laws and statutory acts that
may govern the issues of establishment and activities of limited liability companies in
Ukraine as of the date of signing this Charter.1.4
    
    The Company was established as limited liability company on the grounds of decision of
General Meeting of Founders dated September 25, 1998.1.5
    
    The Company is the legal successor of following legal entities:Joint Ukrainian and Lithuanian Venture  Joint-stock Company «Sandora Corporation» registered
on September 28, 1995 by Zhovtnevyy District Peoples Deputies Council (Decree No. 433-p,
register record No. 45, Certificate No. 22430008),Subsidiary Company «Sandora Agro» registered on November 10, 1999 by Zhovtnevyy District State
Administration of Mykolayiv Region, register record No. 1511200000000029, Entity Code
30613533,Subsidiary Company «Vyna Oksamyta» registered on April 25, 2003 by Zhovtnevyy District State
Administration of Mykolayiv Region, register record No. 1 511120 0000 0000 25, Entity Code
32352044, andSubsidiary Company Mykolayiv Baby Food Factory registered on July 01, 2003 by Zhovtnevyy
District State Administration of Mykolayiv Region, register record No. 1 511 120 0000 000018,
Entity Code 32352081.Subsidiary Company «Sandora Trans» registered on October 29, 1999 by Zhovtnevyy District State
Administration of Mykolayiv Region, register record No. 1 511 120 0000 000027, Entity Code
30489703.1.6
    
    Full name of the Company: In Ukrainian: TOVARYSTVO Z OBMEZHENOYU VIDPOVIDALNISTYU «SANDORA». In Russian: OBSHCHESTVO S OGRANICHENNOY OTVETSTVENNOSTYU «SANDORA». In English: LIMITED LIABILITY COMPANY SANDORA.Abbreviated name of the Company: In Ukrainian: TOV «SANDORA». In Russian: OOO «SANDORA». In English: LLC SANDORA.1.7
    
    Location of the Company: Legal Address: 57262 Ukraine, Mykolayiv Region, Zhovtnevyy District, Mykolayivske
Village. Mailing Address: 54028, Ukraine, Mykolayiv City, 17 Novozavodska Street.1.8
    
    The Company is established for unlimited period.1.9
    
    Ukrainian language is the official language of the Company. Russian and Ukrainian languages
are the working languages of the Company.
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ARTICLE 2.
LEGAL STATUS OF THE COMPANY
 2.1
    
    The Company becomes the legal entity from the moment of state registration: it owns separate
property by the right of ownership and other rights, has own balance, settlements, currency
and other accounts in banks, seal with full name of the Company and identification code,
corner and other stamps, trademark, letterhead and other elements that may be essential for
economic transactions carried out by the Company. The Company may own trade and service marks
(trademarks) registered in accordance with the applicable procedure, commercial (corporate)
name and other objects of intellectual property rights in the field of economic activities of
the Company.2.2
    
    The Company may establish subsidiary companies, branches and representatives acting on behalf
of the Company and on the grounds of provisions approved by the Meeting of Participants, both
in Ukraine and abroad.2.3
    
    The Company may be a Participant/shareholder in business companies, groups of companies,
consortiums, associations and other voluntary associations.2.4
    
    Participants of the Company bear no liability for the obligations of the Company and bear the
risk of expenses arising from the activities of the Company within the limits of their
contributions. The Participants of the Company that have not made their contribution in full
are held liable for the obligations of the Company jointly, within the limits of such non-paid
contribution of each Participant.2.5
    
    The Company bears no liability for the obligations of the State and the State bears no
liability for the obligations of the Company.2.6
    
    The Company bears liability for its obligations with all property owned by it provided that
this property may be the subject of levy execution in accordance with legislation.2.7
    
    The Company is not liable for the obligations of its subsidiary companies, and these
companies are not liable for the obligations of the Company.2.8
    
    With the purpose of corporate objective of the company and the subject of activities
determined by the Article 3 of this Charter the Company has the right to carry out any type of
activity permitted by the legislation of Ukraine and, without limitation of foregoing, the
company is entitled (as far as it complies with current legislation of Ukraine):
 2.8.1
    
    Purchase share(s) in any company or legal entity and participate in establishment,
management, supervision or control of any Company or legal entity;2.8.2
    
    Purchase, acquire and own shares, bonds, debentures, obligations and securities
issued by any Ukrainian of foreign legal entity or public institution in compliance with
current legislation of Ukraine;
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2.8.3
    
    Sell, improve, manage, develop, exchange, lend, pledge or dispose of any part of
property, assets of rights of the Company;2.8.4
    
    Sell and transfer to other companies, institutions, organizations, exchange, lend,
render for temporary use with no charge, or on loan basis any buildings, constructions,
equipment, means of transport, inventory, raw materials and other tangible assets owned
by the Company and to transfer them from the balance;2.8.5
    
    Purchase, receive from cession, granting, rent or otherwise acquire property or
property rights from companies, institutions and organizations and from natural persons;2.8.6
    
    Apply for license for acquisition, purchase or otherwise acquire, use, transfer,
sell and generally operate with patents, patent rights, trade and service marks
(trademarks), designs and any other intellectual property objects;2.8.7
    
    Purchase (in whole or in part) business, goodwill or property of any natural
person or legal entity;2.8.8
    
    Independently participate in foreign-economic activities necessary with the
purpose of objective and subject of activities determined by the Article 3 of this
Charter;2.8.9
    
    Advertise, organize, carry out and participate in exhibitions, seminars,
workshops, symposiums and other events, and to participate in trade fairs of any kind,
both in Ukraine and abroad;2.8.10
    
    Take obligations under credits both in convertible currency and in hryvnas, received
from Ukrainian and foreign banks, financial institutions, and other Ukrainian or foreign
banks, financial institutions and other Ukrainian and/or foreign entities and guarantee
reimbursement of any loaned or borrowed funds with all or any part of Companys property
and assets;2.8.11
    
    Conclude contracts, agreements and other transactions on its behalf with Ukrainian and
foreign associations, enterprises, joint-stock companies, organizations, unions,
institutions, cooperative societies, corporations, companies and other legal entities and
natural persons, including but not limiting to export and import transactions and other
legal operations of any kind, that are connected with purchase, sale, licensing,
rendering managerial services, crediting, contracting, construction, servicing, warranty,
surety commitment, agency activities, employment assistance, barter, commission, joint
activities, transportation and storage etc.;2.8.12
    
    Build, purchase, dispose, sell, lease or rent movable and real property of any kind,
including acquiring the tenant right and/or title for land, buildings and constructions
(or their parts) in compliance with current legislation of Ukraine;2.8.13
    
    acquire (or acquire the right of use of) material and non-material rights and provide
legal protection of all rights and interests owned by the Company;
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2.8.14
    
    act as plaintiff and respondent at any courts, economical courts, arbitration courts
and/or international arbitrage and conclude amicable settlement agreements;2.8.15
    
    open and operate bank accounts in Ukraine and abroad, in hryvnas and in foreign
currency;2.8.16
    
    transfer information within the territory of Ukraine and abroad via written
correspondence, telegraph, facsimile, phone, e-mail and other means of communication;2.8.17
    
    issue, sign, execute and discount promissory notes, bills of lading, securities and
other documents that may be purchased and transmitted;2.8.18
    
    appoint with full or limited powers, agents, attorneys and other persons or companies
for execution and completion of any objectives of the Company on the grounds of the power
of attorney as provided by this Charter;2.8.19
    
    amalgamate with any other company;2.8.20
    
    render assistance to the Company and/or its separate subdivisions in registration and
recognition of the Company outside registered location and in any foreign state or place;2.8.21
    
    exchange hryvnas in any foreign currency and vice versa, in compliance with current
legislation of Ukraine;2.8.22
    
    carry out all and any kinds of activities determined by this Charter as the grantor,
agent, attorney, contractor or otherwise;2.8.23
    
    carry out any kinds of economic activities permitted by the current legislation of
Ukraine.
 2.9
    
    The Company exists on the grounds of operative, administrative and legal independence and
operates on the grounds of self-support, on its behalf and on behalf of its Participants.2.10
    
    The company is governed by the current legislation of Ukraine and this Charter.
 ARTICLE 3.
SUBJECT AND OBJECTIVES OF ACTIVITIES
 3.1
    
    Major objectives of the Company is receiving of profit from activities specified in the
Article 3.2 below, realization of programs for Companys development on the grounds of
received profits and satisfaction of social and economical interests of the Participants.3.2
    
    Subject of Companys activities is as follows:
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3.2.1
    
    Manufacture and sale of juices, nectars, other soft drinks and spirits, wine,
wine-based, strong and low-alcohol drinks, beer, spirit, liqueur and cognac drinks;3.2.2
    
    Growing, gathering, transportation, storage, processing and sale of agricultural
products;3.2.3
    
    Manufacture and sale of baby food;3.2.4
    
    Manufacture of industrial, scientific and consumer goods;3.2.5
    
    Trading, intermediate training, procurement, distributional activities, retail
trade;3.2.6
    
    Purchase of production goods for own needs at own expense and for rent (lease);3.2.7
    
    Acquisition of receivables arising from supply of goods and rendering services,
rendering and utilizing services in factoring;3.2.8
    
    Rendering and utilizing services in storage including services of consignment and
license customs warehouse;3.2.9
    
    Activities of customs broker;3.2.10
    
    Domestic and international passengers and cargos transportation by air, river, sea,
railroad and motor transport, agency services and chartering of commercial sea fleet;3.2.11
    
    Car service;3.2.12
    
    Purchase and sale of transport means;3.2.13
    
    Investment and holding activities;;3.2.14
    
    Export and import transactions;3.2.15
    
    Manufacture and sale of oil products and chemical substances;3.2.16
    
    Gathering, processing and sale of wastes;3.2.17
    
    Manufacture and sale of medicines, medical practice;3.2.18
    
    Publishing activities;3.2.19
    
    consulting, legal, informational services in the field of financial, economic and
business activities;3.2.20
    
    innovational (promotional) activities;
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3.2.21
    
    services in computer programming and know-how;3.2.22
    
    services in the field of tourism, organization of recreation and hotel industry;3.2.23
    
    services in marketing and engineering;3.2.24
    
    services in advertising;3.2.25
    
    personal services and services in lease and hire;3.2.26
    
    protection of state, collective and private property, body-guarding;3.2.27
    
    repair, installation and other activities in the servicing of automation equipment and
mechanical appliances;3.2.28
    
    development and carrying out of expert examination of design and estimate documentation
for construction projects etc.;3.2.29
    
    construction activities (survey and design works for construction, building of
supporting framework and enclosing structures, construction and installation of utility
and transport networks), construction and repair activities, restoration activities;3.2.30
    
    organization and holding of expositions, exhibitions, tenders, selling exhibitions,
auctions, conferences, seminars, cultural and sports and leisure events;3.2.31
    
    organization, operation and servicing of catering enterprises, including restaurants,
cafés etc.;3.2.32
    
    making, hire and servicing of movies, video and photo products: establishment,
operation and servicing of cinemas, video and photo outlets;3.2.33
    
    establishment and operation of gambling houses, organization of gambling games,
organization of lottery games etc.;3.2.34
    
    charitable activities;3.2.35
    
    transaction in currency exchange in compliance with current legislation;3.2.36
    
    geological survey of subsurface resources, including research and industrial mining
activities on national level on the grounds of corresponding permit (license);3.2.37
    
    activities in storage, transportation, purchase, delivery of permitted precursors
indicated in the List of narcotic substances, psychotropic agents and precursors approved
by the Decree of the Cabinet of Minister of Ukraine on May 6, 2000, No. 770 in the Table
4, List 2, on the grounds of corresponding permit (license);
 56




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3.2.38
    
    shareholding in other Ukrainian or foreign legal entities of any kind (including joint
stock companies and limited liability companies) as a shareholder or Participant;3.2.39
    
    rendering all services and carrying out of any activities in any manner connected or
necessary with the purpose of the objective and the subject of activities as determined
by this Charter;3.2.40
    
    other activities that are supportive and necessary with purpose of objectives and
subject determined in this Article 3 and any other activities that are not prohibited for
the Company by the current legislation of Ukraine as it may be time to time approved by
the Meeting of Participants.
 3.3
    
    The Company will carry out any of above-mentioned activities only upon issuance of license,
registration or any other state permit in the order prescribed by current legislation of
Ukraine provided that such activities require the issuance of such permit or license or state
registration.
 ARTICLE 4.
RIGHTS AND OBLIGATIONS OF COMPANY PARTICIPANTS
 4.1
    
    Each of the Company Participants is entitled to:
 4.1.1
    
    Participate in management of the business of the Company in the order established
by current legislation of Ukraine and the Article of Association of the Company;4.1.2
    
    Participate in allocation of profits of the Company and receive the share in
profit (dividends). Each Participants right for share in profit (dividends) is
proportional to the share held by each Participant as of commencement of dividends
payment;4.1.3
    
    Receive all information regarding the activities of the Company;4.1.4
    
    Claim for consideration of the question that was put by him at the Meeting of
Participants provided that such question was put not later than in 25 days before the
opening of the meeting;4.1.5
    
    Appoint and recall official representative at the Meeting of Participants;4.1.6
    
    Sell or otherwise dispose his share (part of a share) in Statutory Fund (as it is
determined below) of the Company to one or several Participants of the company or to
third party in the order established by the current legislation and this Charter;4.1.7
    
    Withdraw from the Company in the order prescribed by the current legislation.
 4.2
    
    Participants of the Company are obliged to:
 4.2.1
    
    Observe the provisions of this Charter and implement the decisions of the Meeting of Participants;
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4.2.2
    
    Perform duties arising from their Participantship in the Company including those
connected with their material participation and make contributions at the amount, in the
order and in the way determined by the Charter of the Company, participate in Meetings of
Participants of the company and vote on agenda items;4.2.3
    
    Not to disclose commercial secret and confidential information on the activities
of the Company;4.2.4
    
    Provide the information necessary for solving separate issues of Company
activities;4.2.5
    
    Render assistance to the Company in its activities.
 4.3
    
    Participant of the Company may apply to the court with the statement of claim on invalidation
of decisions made by the Meeting of Participants with violation of current legislation.
 ARTICLE 5.
PROPERTY, STATUTORY CAPITAL (FUND) OF THE COMPANY. OTHER FUNDS
 5.1
    
    The Company is the owner of:
 
    
    Property transferred to it by the Participants of the Company as their contribution
to the Statutory Fund;
    
    Products manufactured by the Company as the result of its economic activities;
    
    Received profits;
    
    Other property acquired by the Company on the grounds that are not prohibited by the
current legislation of Ukraine.
 Risks of accidental loss or damage of property owned by the Company is borne by the Company.5.2
    
    Sources of formation of property owned by the Company:
 
    
    Monetary and property contributions of the Participants;
    
    Profits received from sale of products and proceeds of other economic activities of
the Company;
    
    Profits from securities and participation in other business companies;
    
    Loans rendered by banks and other creditors;
    
    Capital investments and transfers from the budget;
    
    Purchased or otherwise acquired property of other companies and organizations;
    
    Free or charitable contributions of organizations, enterprises and natural persons;
    
    Other sources not prohibited by the current legislation of Ukraine.
 5.3
    
    The Company may own buildings, constructions, machinery, equipment, means of transport,
securities, information, scientific, engineering, technological designs, other property and
property rights including the rights for intellectual property.
 58




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5.4
    
    In order to support the activities of the Company, the Company creates statutory capital
(fund) (hereinafter referred to as Statutory Fund) at the account of contributions of
founders and Participants of the Company. Total amount of Statutory Fund makes 60 000 000
(sixty million) hryvnas.5.5
    
    Total amount of each Participants share as of the date of the registration of this Charter
makes:PepsiAmericas, Inc.  40 percents in Statutory Fund of the Company; andPepsiCo, Inc.  40 percents in Statutory Fund of the Company;Bezzub M.  10 percents in Statutory Fund of the Company;Tumenaite A.  10 percents in Statutory Fund of the Company;5.6
    
    After the contributions to the Statutory Fund were paid in full by all the Founders and
Participants, the amount of Statutory Fund may be increased from time to time by making
additional contributions by the Participants of the Company subject to the decision made by
the Meeting of Participants.5.7
    
    Increase of Statutory Fund may be carried out after full payment of all contributions by the
Participants.5.8
    
    Additional contributions to the Statutory Fund may be made in monetary form and/or in the
form of securities, shareholding, property (including buildings, land, equipment and other
inventory holdings), property rights (including title on land, water and other natural
resources, property rights for inventions and know-how) and other alienated rights that have
monetary value.5.9
    
    The Participants make their additional contributions to the Statutory Fund in monetary form
(hereinafter referred to as Monetary Contributions) in following cases: (a) when such
contributions are paid in hryvnas to the bank account open by the Company or on behalf of the
Company, or (b) such contributions are paid in foreign currency to the bank account open by
the Company or on behalf of the Company. Monetary Contributions are considered to be received
as of the date when these contributions were credited to the bank accounts of the Company. The
Company shall immediately confirm the receipt of contributions to the Participants and send
copies of bank documents confirming the receipt of contributions to each Participant.5.10
    
    Value of Monetary Contributions in hryvnas is calculated at the exchange rate of Euro (or US
Dollar) and Hryvna as established by the National Bank of Ukraine as of the date when
corresponding decision regarding increase of Statutory Fund was made by the Participants of
the Company.5.11
    
    Additional contributions in kind (hereinafter referred to as Contributions in Kind) are
made by the Participants by signing the Acceptance Certificate, which is signed by the Company
and the Participant that makes such additional contribution. Monetary value of Contributions
in Kind is carried out by the Participants and is subject to independent evaluations in cases
prescribed by the law.
 
 59




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5.12
    
    All contributions made to the Statutory Fund are transferred to the exclusive ownership of
the company subject to provisions of this Article 5.5.13
    
    Reduction of Statutory Fund is not allowed if the creditors of the Company raise objections
against it.5.14
    
    Companys decision on changing the amount of Statutory Fund becomes valid from the date of
state registration of corresponding changes in the Charter of the Company.5.15
    
    The Company creates surplus fund at the amount of 25 percents of Statutory Fund. Surplus fund
is created at the account of annual 5-percent deductions from the net profit raised by the
Company until the necessary amount is reached, in accordance with the decision made by the
Meeting of Participants. This fund is in disposal of the Company.5.16
    
    The Company may create other funds at the account of its profits, as it is from time to time
determined by the Meeting of Participants. The amount and the order of deductions made to such
funds are determined by the decision of the Meeting of Participants.
 ARTICLE 6.
TRANSFER OF SHARE (PART OF SHARE) IN THE STATUTORY FUND OF THE COMPANY
 6.1
    
    Any Participant of the Company is entitled to, by consent of other Participants, sell or
otherwise dispose his share (part of share) in the Statutory Fund of the Company, to one or
several Participants of the Company or third parties.6.2
    
    The Participants of the Company will have preferential right for purchase of share (part of
share) of the Participant that disposes it, in proportion to their shares in the Statutory
Fund of the company or otherwise, as it may be agreed between them at the Meeting of
Participants.6.3
    
    If the Participant wishes to sell, transfer, assign or otherwise dispose the share (part of
share) held by him in the Statutory Fund of the Company to any third party and/or other
Participant or Company he shall offer this share to other Participants by sending the notice
in written form (by the advice-of-receipt post and facsimile) regarding his intention to
transfer such share; such notice shall contain information on the amount of share offered for
transfer, offered selling price and other essential transfer conditions (hereinafter referred
to as «the Offer»).6.4
    
    The Participants that received the Offer in accordance with the paragraph 6.4 are entitled to
exercise their preferential right for purchase of all offered share (or its part) by giving
the written notice of acceptance within 30 (thirty) days from the moment of Offer receipt
(hereinafter referred to as The Accept). Offer and Accept, including the provisions of this
Article 6 shall constitute indivisible purchase agreement of the offered share binding on both
parties, and the Participant that sells the share (part of the share) undertakes to sell all
offered share (or its part) to the Participant who sent the
 
 60




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Accept at the price and on conditions indicated within [90 (ninety)] days from the date of
Accept. Should any amount of purchase price indicated in the Offer be not in monetary form,
the Participant(s) that setn the Accept will be entitled to pay fair market price of this
amount of price as agreed between the parties; should the parties fail to agree this issue,
this amount of price will be paid in the order established by the internationally accepted
investment bank chosen by the selling Participant and buying Participant.6.5
    
    Should the Accept by sent by more than one Participant, then the offered share (or its part)
will be purchased by such Participants in proportion to their share in the Statutory Fund
(excluding the share the selling Participant).6.6
    
    Should the Participants of the Company fail to exercise their preferential right within one
month from the date when the Offer was received or during other term agreed between all
Participants, the share (part of the share) will be disposed to third parties on terms and
conditions indicated in the Offer.6.7
    
    Transfer of share (part of share) to the Participants of the Company or to third parties is
allowed only after full payment of contribution to the Statutory Fund. The Participant who has
not paid his contribution in full may dispose only paid part of his share in the Statutory
Fund.6.8
    
    Should the share or part of share is purchased by the Company, the Company undertakes o to
transfer this share to the Participants of third parties within the term that does not exceed
one year. Within this period allocation of profits, voting and quorum determination at the
Meeting of Participants is carried out excluding the share purchased by the Company.
 ARTICLE 7.
ENTRY TO THE COMPANY AND CESSATION OF PARTICIPANTSHIP
 7.1
    
    Any person that purchased a share in Statutory Fund becomes the Participant of the Company
subject to the current legislation of Ukraine.7.2
    
    The Participant is entitled to cease being the Participant of the Company and get the amount
of his share in the Statutory Fund of the Company and the share in the profits of the Company
(determined in proportion as of the date of such cessation) by notification of the Company and
the Participants on such cessation not later than in three months before such date.7.3
    
    If the person ceases being the Participant of the Company, he will be paid the amount of the
property of the Company proportional to his share in Statutory Fund. This payment is effected
after approval of annual statement for the year when such person ceased being the Participant,
within 12 months from the date of cessation. By the request of the Participant and by consent
of the Company the contribution if such Participant may be returned to him in kind, partially
or in full.
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7.4
    
    Cost of the share in the property of the Company proportional to the share of Participant in
the Statutory Fund is determined by independent evaluation carried out by professional
evaluator appointed by the decision of the Meeting of Participants.7.5
    
    Share in Statutory Fund of the Company is transferred to the successors of the Participant in
cases determined by the legislation.7.6
    
    Successor of the Participant becomes the Participant of the Company by presenting the
certificate of inheritance. After this the Meeting of Participants shall immediately make all
corresponding changes to the Charter of the Company. Should the successor refuse to become the
Participant of the Company, the share in the property of the Company owned by such Participant
will be paid to him in monetary form or in kind in the order provided by the paragraphs 7.3
and 7.4 of this Article.
 ARTICLE 8.
ALLOCATION OF PROFITS AND COMPENSATION OF LOSSES
 8.1
    
    Upon payment of taxes to the state budget and other mandatory payments and charges in
compliance with current legislation, the Company in the person of Meeting of Participants
shall allocate the net profit of the Company. In accordance with the decision of Meeting of
Participants all or part of net profit raised from the activities of the Company will be
distributed among the Participants in proportion to their shares in Statutory Fund, in the
order and on conditions established by the decision of the Meeting of Participants.8.2
    
    Net profit, if allocated, is transferred to the Participants of the Company within 30
(thirty) days from the moment of approval of financial statements of the Company for
corresponding financial year. Net profit is paid by bank transfer to the account (accounts) of
the Participants in the bank (banks) specified by the Participants or otherwise determined by
the Meeting of Participants.8.3
    
    Any potential losses of the Company are covered at the account of surplus fund. Should the
surplus fund will not be sufficient to cover all losses, the Meeting of Participants shall
determine other alternative sources for coverage of losses.
 ARTICLE 9.
ECONOMIC ACTIVITIES. PERSONNEL OF THE COMPANY
 9.1
    
    The Company determines development prospects, plans and carries out its activities
independently, proceeding from the demand for products manufactured by it, works, services and
necessity for industrial and social development of the Company, increase in earnings.9.2
    
    The Company sells its products, property at the prices and tariffs that are fixed by it
independently or on contract basis, or at state prices and tariffs in cases provided by
current legislation.
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9.3
    
    The Company carries out current accounting and business accounting of the result of its
activities, keeps statistical accounting in compliance with current legislation.9.4
    
    The Company determines the forms, systems and rates of labor remuneration and other types of
its employees income independently, in the order prescribed by the current legislation of
Ukraine. The Company independently determines the fund of labor remuneration without
limitations on the part of state institutions.9.5
    
    All persons who participate in the activities of the Company on the grounds of labor
agreement (contract) and other documents that control labor relations constitute the labor
collective of the Company.9.6
    
    Labor collective of the Company has rights and obligations in the order prescribed by the
current legislation of Ukraine.9.8
    
    Social and labor rights of the Companys employees are guaranteed by the current legislation
of Ukraine.9.9
    
    The Company is entitled to create additional labor and social benefits for its employees.
 ARTICLE 10.
FOREIGN ECONOMIC ACTIVITIES
 10.1
    
    The Company is entitled to carry out foreign economic activities independently; these
activities are governed by the current legislation of Ukraine.10.2
    
    In cases provided by the current legislation of Ukraine the Company obtains licenses for
fulfillment of specific contracts with approved nomenclature of goods, products, services.10.3
    
    In foreign economic activities the Company enjoys all the rights of foreign economic entity
granted by the current legislation of Ukraine.
 ARTICLE 11.
MANAGERIAL AND CONTROL BODIES OF THE COMPANY
 11.1
    
    Managerial bodies of the Company are:
 
    
    General meeting of Company Participants (hereinafter referred to as General
Meeting);
    
    Company Directorate (hereinafter referred to as Directorate).
 11.2
    
    The General Meeting shall establish an audit commission (hereinafter referred to as Audit
Commission) to review the financial activities of the Company. The Participants of the Audit
Commission and the scope of the Audit Commissions activities shall be as determined by the
General Meeting and the applicable Ukrainian legislation. Control of the activities of the
Company, subject to the decision of the Meeting of Participants, is carried out by the
auditing firm by way of audit.
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ARTICLE 12.
MEETING OF PARTICIPANTS.
 12.1
    
    Meeting of Participants is the supreme body of the Company. Meeting of Participants is
responsible for determination of general direction and strategy of the Companys activities,
approval of major decisions regarding the policy of the Company and for examination of
financial activities and operating rate of the Company.12.2
    
    Meeting of Participants consists of the Participants of the Company or representatives
appointed by them. Representative has the right to represent the Participant by virtue of his
position or on the grounds of valid power of attorney. Representatives of the Participants may
me permanent or may be appointed for certain term. The Participant is entitled to change his
representative at the Meting of Participants by way of written notification sent to the
Company and other Participants.12.3
    
    Participant of the Company is entitled to transfer his powers at the Meeting of Participants
to other Participant or representative of other Participant.12.4
    
    Participants of executive bodies not being the Participants of the Company may participate in
the Meeting of Participants with the right of casting vote.12.5
    
    Number of votes of each Participant at the Meeting of Participants is determined in
proportion to the share held by him in the Statutory Fund as follows: 1 percent in the share
capital is equal to 1 vote.12.6
    
    Participants (their representatives) that take part in the Meeting of Participants are
registered with indication of the number of votes that may have each Participant.12.7
    
    Person holding shares in the Statutory Fund of the Company as of the date of Meeting of
Participants are entitled to participate in this Meeting.12.8
    
    Meeting of Participants may make decisions in respect of all issues connected with the
activities of the Company including those transferred by the Meeting of Participants to the
competence of the executive body. Following issues belong to the exclusive competence of the
Meeting of Participants:
 a)
    
    Determination of major directions of Companys activities and approval of Companys
plans and reports on their fulfillment;b)
    
    Amendments and alterations to the Charter, changes in the amount of Statutory Fund
of the Company;c)
    
    Appointment and withdrawal of the executive body of the Company;d)
    
    Determination of the forms of control over executive body activities, creation and
determination of powers for corresponding control bodies;e)
    
    Approval of annual results of Company activities including its subsidiary
enterprises, approval of reports, order of profit allocation, term and order for payment
of share in profits (dividends), determination of losses coverage order;
 
 64




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f)
    
    Establishment, reorganization and liquidation of subsidiary enterprises, branches
and representatives, approval of their charter and other provisions;g)
    
    Resolution of issues regarding purchase of Participants share by the Company;h)
    
    Withdrawal of the Participant from the Company;i)
    
    Determination of amount, form and order for making additional contributions by the
Participants;j)
    
    Making decisions regarding liquidation of the Company, appointment of liquidation
committee, approval of liquidation balance;k)
    
    Appointment of General Director of the Company, Executive Director of the Company,
Financial Director of the Company, Commercial Director of the Company, Directors of
subsidiary companies;l)
    
    Making decisions on obtaining of credits for the amounts exceeding 1 500 000
hryvnas;m)
    
    Making decisions on guarantee for Companys commitments fulfillment in accordance
with the list prescribed by the current legislation of Ukraine, namely: mortgaging of
personal property and real estate for the amount exceeding 3 000 000 hryvnas.n)
    
    Making decisions on disposal of trademarks owned by the Company.o)
    
    Making decisions regarding disposal of real estate and technological equipment for
the amount exceeding 1 500 000 hryvnas.p)
    
    Performing all other duties which are assigned to the General Meeting by the
applicable Ukrainian legislation.
 12.9
    
    Other issues may also be referred to the exclusive competence of the Meeting of Participants
by the Charter and the law.12.10
    
    Decisions of the Meeting of Participants are made by simple majority of votes by the present
Participants if other is not prescribed by the current legislation.12.11
    
    Decisions on issues indicated in the subparagraphs «a», «b» and «h» are considered to be
made if they were supported by the Participants jointly holding more than 50 percents of the
general number of votes.12.12
    
    Ordinary Meeting of Participants is held not less than twice per business year. Ordinary
Meeting of Participants may be held in Ukraine and in other countries, as it is determined by
the Meeting of Participants.12.13
    
    Extraordinary Meeting of Participants is called by the General Director in case when the
Company becomes insolvent and in any other case if it requisite for the interest of the
Company. Extraordinary Meeting of Participants may be held any time by the
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request of the Participants jointly holding 10 and more percents of votes, or by the request
of the Directorate of the Company with the purpose of solving the issues proposed by such
Participants or Directorate and solving other issues in accordance with the current
legislation of Ukraine.12.14
    
    Ordinary and extraordinary Meeting of Participants is called by written notice sent not less
than in 30 (thirty) days. Such notices are given in writing and sent to each Participant by
facsimile to the numbers indicated by such Participant. Nevertheless, if there is unanimous
agreement of Participants in respect of calling of ordinary and extraordinary meetings that
was executed as separate minutes indicating information on date, time, place and agenda of
next General Meeting of Participants, the notice of meeting may be not sent. Signing the
minutes the Participants confirm that they were duly informed about holding of following
General Meeting of Participants. Meeting of Participants may be held in the form of conference
call.12.15
    
    General Director of the Company is obliged to make the documents included to the agenda
available for the Participants of the Company not later that in 7 days before the Meeting of
Participants is called. The decisions on the issues that were not included to the agenda may
be made only by consent of all Participants present at the Meeting of Participants. Each
Participant is entitled to demand the settlement of any question at the Meeting of
Participants provided that such question was placed by him not later that in 25 days before
the date of Meeting of Participants.12.16
    
    Meeting of Participants is considered to be duly constituted if the Participants (their
representatives) jointly holding more than 60 percents of votes are present at such meeting.12.17
    
    The Minutes of the Meeting of Participants are signed by all Participants of the Company or
their representatives and submitted to the executive body of the Company not later than on the
day of the Meeting. Originals in Ukrainian are kept at the office of the Company and the
copies are immediately sent to each Participant of the Company.12.18
    
    Meeting of Participants may refer separate questions to the competence of Directorate except
those referred to the exclusive competence of the Meeting of Participants.12.19
    
    Subject to the provisions of current legislation of Ukraine the decisions made by the
Meeting of Participants may be approved without calling the meeting, by way of written
polling. In this case the draft decision is sent to the Participants that have to submit their
opinion in written form. Decision of the Meeting of Participants is considered to be approved
if it was supported by the majority of votes of the Participants in compliance with the
current legislation of Ukraine, provided that draft decision was sent to all the Participants
of the Company. Formulation of the issue (isssues) put on polling and draft decision of the
Meeting of Participants are prepared by the body of the Participant of the Company proposing
this issue for polling. All Participants are informed on the decision within 10 days from the
moment when the last notice of the Participant participating in the poll was received.
 ARTICLE 13.
THE DIRECTORATE OF THE COMPANY
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13.1
    
    Directorate is the executive body that performs management and organization of all current
economic activities of the Company.13.2
    
    Directorate is subordinate to the Meeting of Participants and organizes the execution of
decisions made by the General Meeting. Directorate is not entitled to make decisions
compulsory for the Participants of the Company.13.3
    
    Directorate acts on behalf of the Company within the limits prescribed by the law and the
Charter.13.4
    
    Directorate includes General Director and Executive Director.13.5
    
    Directorate is headed by the General Director.13.6
    
    All officials of the Company act within the limits of powers determined by current
legislation of Ukraine and decisions of the Meetings of Participants or decrees of General
Director within the limits of his powers.13.7
    
    Labor agreement (contract) may be concluded with the General Director.13.8
    
    Following issues are referred to the competition of General Director:
 
    
    enforcement of decisions made by the Meeting of Participants;
    
    making decisions on bringing officials of managerial bodies of the Company to
financial responsibility;
    
    approval of procedure and other internal documents of the Company; determination of
its corporate structure;
    
    determination of labor remuneration conditions for officials of the Company, directors
of subsidiary companies, branches and representatives;
    
    making decisions on obtaining loans for the amount up to 1 500 000 (one million five
hundred thousand) hryvnas;
    
    Making decisions on guarantee for Companys commitments fulfillment in accordance with
the list prescribed by the current legislation of Ukraine, namely: mortgaging of personal
property and real estate for the amounts up to 3 000 000 hryvnas;
    
    Acting on behalf of the Company without power of attorney, representing its interests
in all institutions, enterprises and organization;
    
    Conclusion of various agreements including those providing disposal of personal
property and real estate of the Company, considering prescribed limitations, including
monetary funds, and execution of other transactions, issuance of powers of attorney,
opening current and other accounts at bank institutions;
    
    Issuance of mandatory decrees and orders;
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
    
    Conclusion of collective agreement on behalf of the Company;
    
    Development of draft acts, by-laws, charter and provisions of subsidiary companies,
representatives and branches;
    
    Determination of the list of data being the commercial secret of confidential
information.
 13.9
    
    During the period of absence of General Director, the Executive Director acts on his behalf
and performs his duties (without the power of attorney) in full.13.10
    
    By the decree of the General Director his powers in respect of internal activities of the
Company may be partially delegated to other persons that are in labor relations with the
Company.13.11
    
    Following issues belong to the competence of Executive Director:
 
    
    Enforcement of decisions made by the Meeting of Participants;
    
    Organization of accounting and reporting in the Company;
    
    Acting on behalf of the Company without power of attorney, representing the Company in
all institutions, enterprises and organizations;
    
    Conclusion of various agreements including those providing the dispose of the property
of the Company, including monetary funds, in the order prescribed by current legislation;
other transactions;
    
    Issuance of mandatory decrees and orders within the limits established by the Charter
and within the powers delegated by the General Director;
    
    Employment and dismissal of Company employees, incentives administration and
imposition of penalties;
    
    Approval of annual budget, manning table and official salary rates for the employees
of the Company, branches, subsidiary enterprises, branch establishments and
representatives, determination of rates and terms of bonus payments.
 ARTICLE 14.
CONTROL OVER THE ACTIVITIES OF THE COMPANY
 14.1.
    
    The General Meeting shall establish an Audit Commission () to review the financial
activities of the Company. The Participants of the Audit Commission and the scope of the Audit
Commissions activities shall be as determined by the General Meeting and the applicable
Ukrainian legislation.
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14.2.
    
    The Audit Commission shall consist of three (3) Participants appointed by the General
Meeting. To the extent permitted by Ukrainian law, the Audit Commission may engage
specialists from an internationally recognized auditing firm recommended by the General
Meeting. None of the Participants of the Audit Commission may simultaneously hold the
position in the Directorate of the Company.14.3.
    
    The remuneration paid to Participants of the Audit Commission shall be established by the
General Meeting.14.4.
    
    The Audit Commission shall hold meetings at such times as it deems necessary or as directed
by the General Meeting. The quorum for the meetings of the Audit Commission shall be the
majority of the Participants of the Audit Commission. All decisions of the Audit Commission
shall be adopted by the simple majority of the votes of the Participants of the Audit
Commission.14.5.
    
    The Audit Commission shall have free access to all bookkeeping information and other
documents concerning the financial operations of the Company, as well as the right to question
and receive answers regarding the financial activity of the Company from the Participants of
the Directorate. The Audit Commission, and each of its Participants, shall keep confidential
any and all information (written or oral) howsoever related to the financial or other business
activities of the Company and such confidential information shall not be disclosed to any
third party without the express written consent of the Directorate, unless otherwise required
by law, in which instance the Audit Commission and each of its Participants shall nonetheless
not disclose any confidential information without informing the Directorate.14.6.
    
    The Audit Commission shall draw conclusions on annual reports and balances. No balance may
be approved at the meeting of the General Meeting in the absence of the conclusion of the
Audit Commission.14.7.
    
    The Audit Commission shall be obliged to require that an Extraordinary General Meeting be
convened in the event that the material interests of the Company are jeopardized or abuses
committed by the Companys officials have been discovered.
 Article 15
FINANCIAL ACTIVITIES OF THE COMPANY
 15.1
    
    Business year of the Company amounts to one calendar year starting on the 1st of
January and ending on the 31st of December.15.2
    
    Executive director is responsible for execution of all procedures prescribed for keeping
financial end economic records of the Company and their compliance with current legislation,
and provides the accuracy of these records.15.3
    
    Accounting and financial statements of the Company are prepared (as it is necessary) in
compliance with principles and practice of accounting currently being n force in Ukraine.
Meeting of Participants may make decision on keeping additional set of accounting and
financial statements using the principles of accounting recognized in western countries and
may apply to relevant Ukrainian governmental authorities in order to obtain permit for
application of modified principles of accounting in the activities of the Company.
Depreciation rates that are to be applied to the assets of the Company are determined in
compliance with the current legislation of Ukraine.
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15.4
    
    Official auditing of financial and economic activities of the Company are carried out by
Ukrainian audit firms; these firms may include Ukrainian joint ventures with foreign
participation, within the limits established by the current legislation of Ukraine. Moreover,
the auditing may be carried out by foreign audit firm using internationally accepted
accounting principles and practice or those principles that may be considered necessary or
expedient by the Meeting of Participants.15.5
    
    Accounting is carried out in hryvnas. Any conversion of hryvnas into foreign currency is
effected subject to the rate of exchange provided by current legislation.
 ARTICLE 16.
WINDING-UP AND REORGANIZATION OF THE COMPANY
 16.1
    
    Winding up of the Company is carried out by way of reorganization (amalgamation,
consolidation, division, separation, transformation) in accordance with current legislation of
Ukraine. In the process or reorganization all rights and liabilities of the Company are
transferred to its successors.16.2
    
    The Company is liquidated in following cases:
 
    
    Subject to the decision of the Meeting of Participants;
    
    On the grounds of valid court decree;
    
    If the Company was declared a bankrupt;
    
    If the decision regarding prohibition of the Companys activities was made due to
failure to comply with the conditions established by the current legislation, provided
that the Company failed to comply with these requirements within the term provided by
this decision or due to kind of activities that was not changed;
    
    On other grounds provided by the current legislation of Ukraine.
 16.3
    
    Liquidation (reorganization) of the Company is carried out by relevant committee in the order
prescribed by current legislation. If the Company is liquidated in the order established by
the current legislation, the rest of property (including any proceeds from the sale of
property and any monetary funds) are returned to the Participants in proportion with their
            shares in the Statutory Fund of the Company upon settlements with the creditors. Property that
was transferred by the Participant to the Company is returned to the Participant without
compensation.16.4
    
    Winding up of the Company is deemed to be completed from the moment when relevant entry is
made to the unified state register.
 ARTICLE 17.
ALTERATIONS AND AMENDMENTS. NOTICES.
 17.1
    
    This Charter becomes valid from the moment of state registration.17.2
    
    All alterations and amendments made to this Charter shall be approved by the Meeting of
Participants, signed by the Participants and registered in compliance with the current
legislation of Ukraine.
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17.3
    
    Should any of provisions of this Charter be considered as contrary to the law, this will not
invalidate the Charter in whole. Above-mentioned provisions are subject to coordination with
the current legislation by making corresponding alterations.17.4
    
    Any notice required or allowed by this Charter is given in writing, by advice-of-receipt
post, or by courier mail, or via facsimile and is considered to be given within 3 (three)
business days after it was sent by advice-of-receipt post, or by courier mail, or via
facsimile. Notices are sent to the currently registered addresses/fax numbers that may be time
to time given by the Participants. The list of these addresses/fax numbers is kept by the
General Director of the Company. The Participants may change their addresses and contact
numbers in compliance with this Article 17.4.
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This Charter of the LIMITED LIABILITY COMPANY SANDORA
 Participant
of LLC «Sandora» Bezzub I.Y. signature -
 Participant of LLC «Sandora» Tumenas R. signature -
 Participant of LLC «Sandora» Bezzub М. signature -
 
 Participant
of LLC «Sandora» Тumenaite A. signature -
 
 Participant of LLC «Sandora» Sypko S.O. signature -
 Participant
of LLC «Sandora» Sypko O.М. signature -
 
 Participant
of LLC «Sandora» Sypko O.S. signature -
 
 Participant
of LLC «Sandora» Sypko A.S. signature -
 
 72




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SCHEDULE 6
 REAL PROPERTY
 PART A
 Freehold Properties
 Description of Property
    
    Title Number and Class of Title
    
    Owner
    
    Current useLand plot within the
territory of
Pasiki-Zubritskiy village
council of Pustomitivskiy
district of Lviv region,
with area of 5,9280 hectare
    
    State certificate for the land
title Series ЯГ No054106 dated
05.04.2006
    
    LLC «Sandora»
    
    Warehouse premises complex
maintenanceLand plot within the
territory of Novopetrivskiy
village council of
Vyshgorodskiy district of
Kyiv region, with area of
2,9960 hectare
    
    State certificate for the land
title Series ЯA No376571 dated
23.03.2005
    
    LLC «Sandora»
    
    Location of production
facilities, warehouse premises
complexLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 21,9246 hectare
    
    State certificate for the land
title Series ЯА No545228 dated
22.09.2005
    
    LLC «Sandora»
    
    Conduct of agricultural
production, land plot was let on
lease to private entrepreneur
Marchuk O.Y. (Lease agreementNo
S-11-42 dated 13.01.2006)Land plot within the
territory of the
residential area (village
Mykolayivske) of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,54 hectare
    
    State certificate for the land
title Series МКNo030668 dated
19.07.2004
    
    LLC «Sandora»
    
    Location of heavy vehicles
parking (production complex
No.1)Land plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 11,3649 hectare
    
    State certificate for the land
title Series МКNo040541 dated
20.01.2004
    
    LLC «Sandora»
    
    Location of production buildings
and constructions (production
complex No.1)Land plot within the
territory of the
residential area (village
Mykolayivske) of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,7323 hectare
    
    State certificate for the land
title Series МКNo099625 dated
21.10.2004
    
    LLC «Sandora»
    
    Location of service entrance
(production complex No.1)
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Description of Property
    
    Title Number and Class of Title
    
    Owner
    
    Current useLand plot within the
territory of the
residential area (village
Mykolayivske) of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 1,3384 hectare
    
    State certificate for the land
title Series МКNo099624 dated
21.10.2004
    
    LLC «Sandora»
    
    Location of finished goods
warehouse (production complex
No.1)Land plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,2728 hectare
    
    State certificate for the land
title Series МКNo060652 dated
25.04.2005
    
    LLC «Sandora»
    
    Location of puree and
concentrates warehouseLand plot within the
territory of the
residential area (village
Mykolayivske) of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,8087 hectare
    
    State certificate for the land
title Series МКNo044223 dated
22.09.2005
    
    LLC «Sandora»
    
    Location of heavy vehicles
parking (production complex
No.1)Land plot within the
territory of the
residential area (village
Mykolayivske) of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,1480 hectare
    
    State certificate for the land
title Series МКNo044222 dated
22.09.2005
    
    LLC «Sandora»
    
    Location of service entrance in
Production complex No. 1Land plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 2,7119 hectare
    
    State certificate for the land
title Series МКNo003086 dated
07.09.2004
    
    LLC «Sandora»
    
    Location of puree and
concentrates warehouse of
Production complex No. 1Land plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0924 hectare
    
    State certificate for the land
title Series ЯА No545220 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0935 hectare
    
    State certificate for the land
title Series ЯА No545221 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0792 hectare
    
    State certificate for the land
title Series ЯА No545222 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
well
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Description of Property
    
    Title Number and Class of Title
    
    Owner
    
    Current useLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0820 hectare
    
    State certificate for the land
title Series ЯАNo545223 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0913 hectare
    
    State certificate for the land
title Series ЯАNo545224 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0922 hectare
    
    State certificate for the land
title Series ЯАNo545225 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0922 hectare
    
    State certificate for the land
title Series ЯАNo545226 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot within the
territory of Mykolayiv
village council of
Zhovtneviy district of
Mykolayiv region with area
of 0,0907 hectare
    
    State certificate for the land
title Series ЯАNo545227 dated
22.09.2005
    
    LLC «Sandora»
    
    Maintenance of drinking water
wellLand plot at the address
Meshkovo-Pogorelovo village
Stepnaya Street 1, within
the territory of
Meshkovo-Pogorelovo village
council with area of
19.3203 hectare
    
    State certificate for the land
title Series ЯАNo602341 dated
03.04.2007
    
    LLC «Sandora»
    
    Location of food production plantNon-residential premise,
biotreatment facilities
located at Mykolayiv
region, Zhovtneviy
district, Voskresensk
village, Dorozhna Street,
6, with area of 4,5 square
meters
    
    Certificate of title for real
property Series САА No277247
dated 31.07.2006
    
    LLC «Sandora»
    
    Treatment facilities (Production
complex No. 2)Non-residential premise
located at Mykolayiv region
Zhovtneviy district
Meshkovo-Pogorelovo village
Stepnaya Street 1, with
area of 66950,6 square
meters
    
    Certificate of title for real
property Series  САА No277234
dated 20.06.2006
    
    LLC «Sandora»
    
    Location of Production complex
No. 2Production complex located
at Mykolayiv region
Zhovtneviy district
Mykolayivske village
Zavodska street 1 with area
of 71285,6 square meters
    
    Certificate of title for real
property Series ЯЯЯ No197340
dated 14.09.2005
    
    LLC «Sandora»
    
    Location of Production complex
No. 1
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Description of Property
    
    Title Number and Class of Title
    
    Owner
    
    Current useProduction facilities for
package production and
products storage (first
starting complex) located
at Kyiv region
Vyshgorodskiy district
Novopetrivskiy village
council, Novopetrovska
production area
(Novopromyslova street), 6,
with area of 13088,5 square
meters
    
    Certificate of title for real
property Series ЯЯЯ No256333
dated 07.07.2006
    
    LLC «Sandora»
    
    Location of Production-warehouse
complex leased by DP Trade
house Sandora according to the
Lease agreementNon-residential premise
located at Mykolayiv region
Mykolayiv Novozavodska
street 17 with area of
11009,9 square meters
    
    Certificate of title for real
property Series САА No857989
dated 06.09.2004
    
    LLC «Sandora»
    
    Office premises of LLC
Sandora, warehousesNon-residential premise
located at Mykolayiv region
Mykolayiv Novozavodska
street 21, with area of
1184,2 square meters
    
    Sale agreement Series АЕЕ
No933164 dated 10.12.2001,
registration certificateNo711
dated 18.02.2002, issued by
Mykolayiv intercity bureau of
technical inventory
    
    LLC «Sandora»
    
    Office premises of LLC
Sandora, production building
for repairs and maintenance of
automobilesNon-residential premise
located at Mykolayiv region
Mykolayiv Novozavodska
street 23, with area of
7746,6 square meters
    
    Sale agreement Series ВСМ
No136518 dated 29.08.2005,
Extract of registration of
title for real property
No8324408 dated 13.09.2005
    
    LLC «Sandora»
    
    Office and warehouse premises
leased by DP Trade house
Sandora according to the Lease
agreementBuildings and constructions
located at ARC, Simferopol
region Rodnikove village
Sumska street 1 «А», with
area 1905,6 square meters
    
    Buildings and constructions
sale agreement Series ЗВА
No665977 dated 26.02.2004,
Extract of registration of
title for real property
No4900552 dated 30.09.2004
    
    LLC «Sandora»
    
    Production and processing plantNon-residential premises
located at Kherson region
Cyuryupinsk district
Kozachi Lagerya village
Michurina street 7, with
area of 3766,9 square
meters
    
    Non-residential premises sale
contract Series ВВЕ  No562765
dated 05.07.2004, Extract of
registration of title for real
property No4131250 dated
13.07.2004
    
    LLC «Sandora»
    
    Production and processing plantNon-residential premise
located at Kyiv Gavanska
street 4, with area of
1743,9 square meters
    
    Sale agreement Series ВВК
No483648 dated 22.07.2004,
registration certificate
No398-з dated 02.08.2004
    
    LLC «Sandora»
    
    Office and warehouse premises
leased by DP Trade house
Sandora according to the Lease
agreement
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Description of Property
    
    Title Number and Class of Title
    
    Owner
    
    Current useProvisions warehouse
located at Rivne, M.
Staritskogo street 40-a,
with area of 1014,2 square
meters
    
    Sale agreement Series ВВТ
No452406 dated 21.12.2004,
Extract of registration of
title for real property
No6190893 dated 12.01.2005
    
    LLC «Sandora»
    
    Office and warehouse premises
leased by DP Trade house
Sandora according to the Lease
agreementReal property of
unaccomplished construction
located at Lviv, Nadeyna
street and after renaming 
at Lviv region Pustomitiv
district Pasiki-Zubritsky
village Geroev Ukrainy
street 6, with area of
15228, 0 square meters
Real property was
commissioned according to
the Act of state selection
committee dated 16.02.2007.
Currently relevant
Certificate of title for
real property is being
formalized
    
    Immovable property sale
agreement Series ВСМ No644947
dated 15.09.2005
    
    LLC «Sandora»
    
    Office and warehouse premises
leased by DP Trade house
Sandora according to the Lease
agreement
 77




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##### 



PART B
 Leasehold Properties
 Description of Properties
    
    Date of Lease
    
    Parties
    
    Current useLand plot located at Kozachi Lagerya
village Michurina street 7, with area of
3,9543 hectare
    
    28.12.2004,
Lease agreement
Series ВВТNo389109
    
    Leaseholder  LLC «Sandora»,
Landlord  Kozachi Lagerya
village council
    
    Location of agricultural
products processing plantLand plot located at Kozachi Lagerya
village Michurina street 7, with area of
0,9829 hectare
    
    29.12.2005
Lease agreement
Series ВСК No457600
    
    Leaseholder  LLC «Sandora»,
Landlord  Kozachi Lagerya
village council
    
    Location of parking place and
vehicle repair equipmentLand plot located at Kozachi Lagerya
village Michurina street 7, with area of
0,2815 hectare
    
    29.12.2005
Lease agreement
Series ВСКNo457594
    
    Leaseholder  LLC «Sandora»,
Landlord  Kozachi Lagerya
village council
    
    Location of two water towers
and water wells at the
agricultural processing plantLand plot located at Rodnikove village
Sumska street 1-А, with area of 1,5889
hectare
    
    07.10.2004
Lease agreement
Series ВВМNo674892
    
    Leaseholder  LLC «Sandora»,
Landlord  Rodnikove village
council
    
    Location of workshop of
agricultural processing plantLand plot located at Mykolayiv,
Novozavodska street 17, with area of
1,3646 hectare
    
    17.08.2005
Lease agreement
Series
ВСІ No 557060
    
    Leaseholder  LLC «Sandora»,
Landlord  Mykolayiv village
council
    
    Warehouse locationLand plot located at Mykolayiv,
Novozavodska street 21, area of 0,4863
hectare
    
    08.06.2005
Lease agreement
Series ВСВNo 541156
    
    Leaseholder  LLC «Sandora»,
Landlord  Mykolayiv village
council
    
    Location of shipping departmentLand plot located within the territory of
Voskresensk village council of Zhovtneviy
district of Mykolayiv region, with area of
    
    
    20.10.2005
    
    
    Leaseholder  LLC «Sandora»,
Landlord  Zhovtneva district
state
    
    Treatment facilities of
production plant #2. Currently
the land for
 78




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##### 



Description of Properties
    
    Date of Lease
    
    Parties
    
    Current use4,0 hectare
    
    Lease agreement
Series ВСЕ No041826
    
    administration
    
    treatment facilities is being formalizedLand plot located at Rivne, M. Staritskogo
street, 40-a, with area of 0,2029 hectare
    
    27.04.2006
Lease agreement
Series ВСТ No243936
    
    Leaseholder  LLC «Sandora»,
Landlord  Rivne town council
    
    Location of transportation
shop and parking placeLand plot located within the territory of
Mishkovo-Pogorelovo village council of
Zhovtneviy district of Mykolayiv region,
with area of 10,0741 hectare
    
    23.03.2007
Lease agreement
Series ВЕКNo406142
    
    Leaseholder  LLC «Sandora»,
Landlord  Zhovtneva district
state administration
    
    Location of part of
production plant #2Land plot located within the territory of
Mishkovo-Pogorelovo village council of
Zhovtneviy district of Mykolayiv region,
with 10,41 hectare
    
    23.03.2007
Lease agreement Series
ВЕК No 406135
    
    Leaseholder  LLC «Sandora»,
Landlord  Zhovtneva district
state administration
    
    For agricultural production,
subleased to LLC «Oksamyt»Land plot located at Mykolayiv,
Novozavodska street, 17, with area of
1,0426 hectare
    
    02.11.1999 State
certificate for the
right of permanent
land use 1-МК No
000632
    
    User  LLC «Sandora»,
Owner  Mykolayiv town council
    
    Administrating buildings and
warehouses of LLC «Sandora»Non-residential premise located at
Zhaporizhzhya, 40 let Sovietskoy Ukrayini
Street, 45-b, with area of 35.8 square
meters
    
    07.12.2006
    
    Lessor  Private enterprise
«Ezant»
Leaseholder  DP «Trade house
«Sandora»
    
    Office of DP «Trade house
«Sandora»Non-residential premise located at
Dneprodzerzhinsk, Galiny romanovoy street,
4-a, with area of 31.5 square meters
    
    01.01.2007
    
    Lessor  Private entrepreneur
Desyaterik E.F.
Leaseholder  DP «Trade house
«Sandora»
    
    Office of DP «Trade house
«Sandora»Non-residential premises located at:Dnepropetrivsk, Avtoparkova street, 7, with
area of 597, 6 кв.м, including:
Office with area of 82.6 square meters,
    
    01.01.2007
    
    Lessor  LLC «Frost 4»
Leaseholder  DP «Trade house
«Sandora»
    
    Office, warehouse and shop of
DP «Trade house «Sandora»
 79




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##### 



Description of Properties
    
    Date of Lease
    
    Parties
    
    Current useWarehouse with area of 492.9 square meters,Shop with area of 21 square metersNon-residential premise located at:
Dnepropetrivsk, Avtoparkova street, 7, with
area of 2959 square meters
    
    01.01.2007
    
    Lessor  LLC «Gelius-plus»
Leaseholder  DP «Trade house
«Sandora»
    
    Office and warehouse of DP
«Trade house «Sandora»Administrative and warehouse complex
located at Makiyivka Avtotransportna
street, 5, including:
Office with area of 306 square meters,
Warehouse with area of 2524 square meters
    
    01.05.2006
    
    Lessor  LLC «Icecream
factory «Start-plus»
Leaseholder  DP «Trade house
«Sandora»
    
    Office and warehouse of DP
«Trade house «Sandora»Non-residential premise located at Bila
Cerkov Skvirske shosse street, 194, room
No. 300, with area of 19 square meters
    
    01.05.2006
    
    Lessor  LLC «Agrocom»,
Leaseholder  DP «Trade house
«Sandora»
    
    Office of DP «Trade house
«Sandora»Premise located at Kherson Budivelnykiv
avenue, 19 with area of 60 square meters
    
    20.10.2006
    
    Lessor  LLC «R.B.S.»,
Leaseholder  DP «Trade house
«Sandora»
    
    Office of DP «Trade house
«Sandora»Premises located at: Odessa, Aeroportovska
street, 6th kilometer of
Ovidiopilska road, including:
Office with area of 154 square meters,
Warehouse with area of 2628 square meters
    
    14.10.2006
    
    Lessor  LLC «Export-import
company»,
Leaseholder  DP «Trade house
«Sandora»
    
    Office and warehouse of DP
«Trade house «Sandora»Premise located at: Lutsk, Kovelska street,
13, with area of 34.7 square meters,
    
    01.12.2006
    
    Lessor  Volinskiy
oblpotrebsoyuz,
Leaseholder  DP «Trade house
«Sandora»
    
    Office of DP «Trade house
«Sandora»
 80




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##### 



Description of Properties
    
    Date of Lease
    
    Parties
    
    Current useTrading premise located at Kharkiv,
Uchenechenskiy sidestreet, 1-А, with area
of 20 square meters
    
    01.01.2007
    
    Lessor  OJSC «Optvyrobtorg»,
Leaseholder  DP «Trade house
«Sandora»
    
    Shop of DP «Trade house
«Sandora»Office premise located at: Kharkiv,
Uchenechenskiy sidestreet, 1-А, with area
of 168 square meters
    
    01.01.2007
    
    Lessor  OJSC «Optvyrobtorg»,
Leaseholder  DP «Trade house
«Sandora»
    
    Office of DP «Trade house
«Sandora»Warehouse located at Kharkiv,
Uchenechenskiy sidestreet, 1-А, with area
of 2515.1 square meters
    
    01.01.2007
    
    Lessor  OJSC «Optvyrobtorg»,
Leaseholder  DP «Trade house
«Sandora»
    
    Warehouse of DP «Trade house
«Sandora»
 81




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##### 



SCHEDULE 7
 TAX COVENANT
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Schedule, unless the context requires otherwise:Event means (without limitation) the death of any person, any transaction, event, action
or omission and becoming, being or ceasing to be a member of a group of companies (however
defined) for the purposes of any Tax;Income, Profits or Gains means revenue profits, chargeable gains and any other similar
measure by reference to which Tax is chargeable or assessed and references to Income,
Profits or Gains earned, accrued or received on or before a particular date or in respect of
a particular period includes Income, Profits or Gains which are deemed for the purposes of
any Tax to have been earned, accrued or received at or before that date or in respect of
that period;Relief means any loss, allowance, credit, deduction, set-off, relief, exemption or other
relief of a similar nature granted by or available in relation to Tax pursuant to any
legislation or otherwise and any repayment or right to a repayment of Tax;Tax Liability means a liability of the Company to make a payment of or on account of Tax.2.
    
    COVENANTSubject to the other provisions of this Agreement and, in particular, to the following
provisions of this Schedule 7 and to the limitations on the liability of the Sellers
contained in Schedule 4, the Sellers covenant to pay to the Buyers on the due date for
payment (as provided by paragraph 6 of this Schedule) an amount equal to:2.1
    
    any Tax Liability of the Company arising as a result of any Event which occurred on or before
the Accounts Date or in respect of any Income, Profits or Gains which were earned, accrued or
received on or before the Accounts Date;2.2
    
    to the extent not covered in paragraph 2.1 above, any liability of the Company to a fine or
to interest or penalties as a result of a default by the Company between the Accounts Date and
Completion in paying or accounting for Taxes due to any Tax Authority; and2.3
    
    any reasonable out of pocket costs and expenses (including, for the avoidance of doubt,
reasonable attorneys fees but excluding management costs and expenses) reasonably and
properly incurred by the Buyers and/or the Company in connection with any such Tax Liability.3.
    
    EXCLUSIONS3.1
    
    The Tax Covenant does not apply in respect of any Tax Liability (and the Sellers shall not
have any liability under the Tax Warranties in respect of any Tax Liability) to the extent
that:
 
 82




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##### 



3.1.1
    
    payment or discharge of such Tax Liability has been made prior to Completion
or such payment or discharge was shown in the Accounts;3.1.2
    
    the Tax Liability arises as a result of a change on or after the date of this
Agreement in the accounting reference date of the Company or in any accounting policy
or any Tax reporting practice of the Company, other than a change which is necessary in
order to comply with Applicable Law, tax practices or generally accepted accounting
principles applicable to the Company at the Accounts Date;3.1.3
    
    the Tax Liability arises as a result of any default or delay by the Buyers or
any Affiliate of either Buyer after the date of this Agreement, including (without
limitation) a delay in paying or satisfying any Tax Liability or a delay or default in
submitting any returns, computations or other documents required to be submitted or in
submitting such returns, computations or documents outside the appropriate time limits
or in submitting such returns, computations or documents otherwise than on a proper
basis, in each case the date of this Agreement;3.1.4
    
    such Tax Liability arises or is increased as a result of:
 (a)
    
    a change in Tax rates or in any legislation, law, directive or
requirement made after the Accounts Date; or(b)
    
    a change or withdrawal after the Accounts Date of any
previously published practice or concession of any Tax Authority;
 3.1.5
    
    recovery in respect of such Tax Liability is made under the Warranties or
otherwise under the Agreement (including, for the avoidance of doubt, under this
Schedule);3.1.6
    
    such Tax Liability arises or is increased (but, for the avoidance of doubt, in
the event of an increased in such Tax Liability, only to the extent of the increase of
such Tax Liability) in consequence of any failure by the Buyers to comply with any of
its obligations under this Agreement;3.1.7
    
    the Sellers have satisfied such Tax Liability by reason of being liable for
the Tax in question;3.1.8
    
    any Relief is set against or otherwise mitigates the Tax Liability or could
have been set against or could have otherwise mitigated the Tax Liability had the
Buyer, the Company or any Affiliate of the Buyers made commercially reasonable efforts
to procure the same;3.1.9
    
    the Tax Liability would not have arisen but for the making of a claim,
election, surrender or disclaimer, the giving of a notice or consent, or the doing of
any other thing under the provisions of any enactment or regulation relating to Tax
(for the purposes of this paragraph, a Tax Election) (provided, for the avoidance of
doubt, that this paragraph shall not apply to exclude the Sellers liability to make a
payment under paragraph 2 in respect of a Tax Liability which is imposed on the Company
following an audit of the Companys tax
 
 83




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##### 



affairs undertaken as a result of the making of such a Tax Election but which Tax
Liability is not directly related to the substance of the Tax Election), in each
case after Completion by the Buyers or the Company other than at the Sellers
express written direction;3.1.10
    
    such Tax Liability arose or was deemed to arise for the purposes of any Tax after
Completion; or3.1.11
    
    such Tax Liability is covered by and is compensated to the Buyers or to the Company
(or would have been so compensated, had the Buyers or the Company made a claim to that
effect) under a policy of insurance or is otherwise compensated (otherwise than by the
Buyers) to the Company.
 3.2
    
    For the avoidance of doubt, the Sellers shall have no liability under this Schedule in
respect of any non availability, inability to use, loss or restriction of any Relief.3.3
    
    The provisions of paragraph 3.1 of this Schedule shall also operate to limit or reduce the
liability of the Sellers in respect of claims under the Tax Warranties and in any case when
the provisions of paragraph 3.1 conflict with the other provisions of this Agreement which
apply in respect of claims under this Schedule or under the Tax Warranties then the provisions
of paragraph 3.1 shall prevail.4.
    
    BUYERS COVENANTThe Buyers covenant to pay to the Sellers, no later than 3 (three) Business Days before the
last date on which the relevant Sellers would be required to pay the relevant amount to a
Tax Authority without incurring a liability to interest, penalties or a fine, an amount
equal to any Tax assessed on the Sellers (or any of them) as a result of the Company failing
to pay any amount of or in respect of Tax after Completion.5.
    
    CONDUCT OF PRE-COMPLETION TAX AFFAIRSThe Sellers obligations and rights5.1
    
    The Sellers shall (at the cost of the Company) have the sole conduct of the Companys tax
affairs as regards all accounting periods ended on or before Completion and, in relation to
any accounting periods beginning before Completion but ending after Completion, as regards
that part of any such period which falls on or before Completion (the Relevant Accounting
Periods) as more particularly described in this paragraph 5.1 (the Pre-Completion Tax
Affairs) and in particular (but without limitation to the generality of the foregoing), in a
manner consistent, to the extent not unlawful, with past practice and in accordance with
Applicable Laws, the Sellers shall:
 5.1.1
    
    prepare and submit when due (unless prevented from so doing by the delay or
default of the Buyers or the Company or any Affiliate of the Buyers) the Tax Returns of
the Company;5.1.2
    
    prepare and submit when due (unless prevented from so doing by the delay or
default of the Buyer or the Company or any Affiliate of the Buyers) for the
 
 84




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##### 



Company of all claims, elections, surrenders, disclaimers, notices and consents for
the purposes of Tax;5.1.3
    
    deal with all correspondence relating to and agreement of the Companys Tax
liabilities, for the Relevant Accounting Periods and all negotiations relating to such
matters, provided that the Sellers shall not agree to settle such matters without the
Buyers prior written consent (not to be unreasonably withheld or delayed); and5.1.4
    
    deliver all tax documents which require to be signed by or on behalf of the
Company to the Buyers for authorisation and signing by the Company at least 5 (five)
Business Days prior to the last date on which such documents must be filed without
incurring a liability to a fine or penalty.
 5.2
    
    The Sellers shall ensure that the Pre-Completion Tax Affairs are dealt with as promptly as
reasonably practical and shall ensure that:
 5.2.1
    
    the Buyers are kept informed in reasonable detail of the progress of all
matters relating to the Pre-Completion Tax Affairs;5.2.2
    
    the Buyers receive copies of all material written correspondence sent after
Completion in relation to the Pre-Completion Tax Affairs;5.2.3
    
    no tax document is submitted to a Tax Authority which is, so far as the
Sellers are aware, misleading, untrue or inaccurate; and5.2.4
    
    the Buyers are given the opportunity to review and comment on any material
correspondence or Tax Return at least 15 (fifteen) business days prior to its
submission to the relevant Tax Authority; and5.2.5
    
    the Buyers are given the opportunity to approve any material correspondence or
Tax Return which relate to the Tax affairs of the Company in respect of any period
beginning after the Accounts Date at least 15 (fifteen) business days prior to its
submission to the relevant Tax Authority.
 5.3
    
    The Sellers shall not object to the Buyers making an election under Section 338(g) of the
United States Internal Revenue Code unless such election could result in an adverse tax impact
on the Sellers (or any of them).The Buyers obligations5.4
    
    The Buyers shall procure that:
 5.4.1
    
    there is given to the Sellers professional advisers authority to conduct the
Pre-Completion Tax Affairs and such authority is confirmed to any relevant Tax
Authority;5.4.2
    
    the Sellers and their advisers are promptly sent a copy of any communication
from a Tax Authority relating to the Pre-Completion Tax Affairs;5.4.3
    
    the Sellers (and their advisers) shall be provided with such information and
assistance (including assistance from employees of the Buyers or the
 
 85




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##### 



Company) and permitted to take copies of and granted access to such accounts, books,
documents and records of or relating to the Company as they may reasonably require
in connection with the matters referred to at paragraph (a) above;5.4.4
    
    the Company shall not (unless so directed by the Sellers):
 (a)
    
    amend, withdraw or disclaim any election or claim previously
made; nor(b)
    
    disclaim any allowance or Relief; and
 5.4.5
    
    the Company:
 (a)
    
    makes such claims (including, but not limited to, claiming or
disclaiming capital allowances, depreciation allowances and claiming roll-over
reliefs);(b)
    
    executes such documents (including but not limited to returns
of profits and losses and amended returns); and(c)
    
    does such other things in relation to the Relevant Accounting
Periods,
  5.5
    
    To the extent that the provisions of this paragraph 5 conflict with the provisions of Clause
14 of the Agreement, the provisions of that Clause shall prevail.6.
    
    DUE DATE FOR PAYMENT6.1
    
    The Sellers are to pay any amount required to be paid under the Tax Covenant:
 6.1.1
    
    for any payment due pursuant to paragraph 2.1, on the later of the date:
 (a)
    
    5 (five) Business Days before the date on which the Company
will finally be liable to pay the Tax in respect of the relevant Tax Liability;(b)
    
    5 (five) Business Days after a written notice setting out the
amount due is received by the Sellers from the Buyers; and
 6.1.2
    
    for any payment due pursuant to paragraph 2.2, the date five Business Days
following the date on which written notice setting out the amount due is received by
the Sellers from the Buyers.
 7.
    
    DEEMED END OF ACCOUNTING PERIODFor the purposes of determining in this Schedule whether a Tax Liability has arisen on or
before the Accounts Date, the of this Agreement or Completion (as the case may be) (each, a
Relevant Date) or after a Relevant Date or in a period ended on or before a Relevant Date
or in a period commencing before and ending after a Relevant Date, an
 86




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##### 



accounting period of the Company shall be deemed to have ended on the Relevant Date in
question and the existence of a Tax Liability for the purposes of paragraphs 2 or 3 of this
Schedule shall not be determined on the basis of a time apportionment of any Income, Profits
or Gains arising in the period in which the Relevant Date in question occurs as between that
part of such period which falls on or before and that part which falls after the Relevant
Date in question.8.
    
    COOPERATION IN RESPECT OF TAX AUDITSSubject always to Clause 14 (the provisions of which shall prevail to the extent
inconsistent with the provisions of this paragraph 8), the Buyers and the Sellers shall
cooperate to the extent reasonably requested by the other party in connection with the
filing of Tax Returns in connection with any audit, litigation or other proceeding relating
to Taxes to which the Buyers or the Sellers (or any of them) are a party. Such cooperation
shall, for the avoidance of doubt, include the retention and (upon the other partys
reasonable request) the provision of access to copies of Tax records and other documentary
information which is reasonably necessary for the purposes of the audit, litigation or other
proceeding and the making available of employees or agents on a mutually convenient basis to
provide additional information reasonably required in the context of such audit, litigation
or proceeding in relation to any materials provided under this paragraph 8.
 87




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##### 



SCHEDULE 8
 UNWINDING DOCUMENTS




---



##### 



SCHEDULE 9
 MATERIAL ADVERSE EFFECT CERTIFICATE
 
  
  
  Re: Material Adverse Effect Certificate
   Non-Repeating
Warranties
  Igor Yevgenovych Bezzub
    
    Raimondas Tumenas




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##### 



SCHEDULE 10
 CAPEX PLAN




---



##### 



SCHEDULE 11
 WORKS OF ART
     92




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##### 



EXECUTED AS A DEED BY THE PARTIES:
 Signed by IGOR
    
    
    )YEVGENOVYCH BEZZUB
    
    
    )
    
    
    /s/ IGOR YEVGENOVYCH BEZZUBIn the presence of
    
    
    )
    
    
    /s/ PHILIPP J. WAHLName and occupation of witness
    
    
    
    
    
    Philipp J. Wahl, CounselSigned by RAIMONDAS TUMENAS
    
    
    ))
    
    
    /s/ RAIMONDAS TUMENASIn the presence of
    
    
    )
    
    
    /s/ PHILIPP J. WAHLName and occupation of witness
    
    
    
    
    
    Philipp J. Wahl, CounselSigned for and on behalf of
    
    
    )PEPSIAMERICAS, INC.
    
    
    )
    
    
    /s/ ROBERT C. POHLADName and position
    
    
    
    
    
    Robert C. PohladChairman of the Board andChief Executive OfficerSigned by for and on behalf of
    
    
    )PEPSICO, INC.
    
    
    )
    
    
    /s/ TIM HEAVISIDEName and position
    
    
    
    
    
    W. Timothy HeavisideAssistant General Counsel
 93