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Exhibit 10.1
 EXECUTION VERSION




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONSSection 1.01
    
    Defined Terms
    
    
    2Section 1.02
    
    Interpretation
    
    
    9ARTICLE IIFORMATION OF THE COMPANYSection 2.01
    
    Formation
    
    
    9Section 2.02
    
    Registered Office
    
    
    10Section 2.03
    
    Name
    
    
    10Section 2.04
    
    Purpose and Character of Business
    
    
    10Section 2.05
    
    Duration
    
    
    10Section 2.06
    
    Filings, Reports and Formalities
    
    
    10Section 2.07
    
    Closing
    
    
    10ARTICLE IIICAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONSSection 3.01
    
    Share Capital Accounts/Subscription to Shares
    
    
    11Section 3.02
    
    Capital Contribution by PBG Ireland
    
    
    12Section 3.03
    
    Obligation of PepsiCo Ireland
    
    
    12Section 3.04
    
    Return of Contributions
    
    
    12Section 3.05
    
    Additional Issuance of Shares; Additional Classes of Shares
    
    
    12Section 3.06
    
    Liability of Members; Ability to Bind the Company
    
    
    13Section 3.07
    
    Establishment of Capital Accounts
    
    
    13Section 3.08
    
    Maintenance of Capital Accounts
    
    
    13Section 3.09
    
    Revaluation of Capital Accounts
    
    
    14
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ARTICLE IVPROFITS AND LOSSESSection 4.01
    
    Determination of Profits and Losses
    
    
    15Section 4.02
    
    Allocations
    
    
    15Section 4.03
    
    Allocations for US Federal Income Tax Purposes
    
    
    17Section 4.04
    
    Partial Year Allocations
    
    
    17Section 4.05
    
    Adjustment of Allocations
    
    
    17Section 4.06
    
    Excess Nonrecourse Liabilities
    
    
    17ARTICLE VDISTRIBUTIONS; WITHHOLDINGSection 5.01
    
    Distributions to the Members
    
    
    18Section 5.02
    
    Withholding
    
    
    19ARTICLE VIBOARD OF DIRECTORSSection 6.01
    
    Number of Directors
    
    
    19Section 6.02
    
    Board Composition / Term
    
    
    20Section 6.03
    
    Chairman
    
    
    20Section 6.04
    
    Meetings
    
    
    20Section 6.05
    
    Duties
    
    
    20Section 6.06
    
    Procedures Following Board Deadlock or Deadlock of Members under Section 6.05
    
    
    23
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ARTICLE VIIGOVERNANCE OF COMPANY AND BUSINESSSection 7.01
    
    Governance Principles
    
    
    24Section 7.02
    
    Management Team
    
    
    25Section 7.03
    
    Business Reviews
    
    
    26Section 7.04
    
    Conflicts
    
    
    27Section 7.05
    
    Authorized Signatories / Related Party Agreements
    
    
    27ARTICLE VIIIRECORDS, ACCOUNTING MATTERS, TAX MATTERSSection 8.01
    
    Maintenance & Review of Records and Financial Controls
    
    
    28Section 8.02
    
    Audit / Preparation of Financial Reports
    
    
    28Section 8.03
    
    Accounting Method
    
    
    29Section 8.04
    
    Tax Matters
    
    
    29Section 8.05
    
    Confidentiality
    
    
    32Section 8.06
    
    Services Agreement
    
    
    33ARTICLE IXRESTRICTIONS ON TRANSFERSection 9.01
    
    Restrictions on Transfers
    
    
    33Section 9.02
    
    Transfers to Affiliates
    
    
    33ARTICLE XDISSOLUTION AND TERMINATIONSection 10.01
    
    Events of Dissolution
    
    
    34Section 10.02
    
    Dissolution Process
    
    
    34
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ARTICLE XIREPRESENTATIONS, WARRANTIES AND COVENANTSSection 11.01
    
    Representations and Warranties of Members
    
    
    37Section 11.02
    
    Representations and Warranties of PBG Ireland
    
    
    38Section 11.03
    
    Non-Competition Covenants
    
    
    39ARTICLE XIIMISCELLANEOUSSection 12.01
    
    Partial Invalidity
    
    
    40Section 12.02
    
    Notices
    
    
    40Section 12.03
    
    Amendment
    
    
    41Section 12.04
    
    Consents; Waivers
    
    
    41Section 12.05
    
    Choice of Law and Forum
    
    
    41Section 12.06
    
    Multiple Counterparts
    
    
    41Section 12.07
    
    Entire Agreement
    
    
    41Section 12.08
    
    Binding Effect; Assignment
    
    
    42Section 12.09
    
    No Third-Party Beneficiaries
    
    
    42Section 12.10
    
    Expenses
    
    
    42Section 12.11
    
    Press Releases
    
    
    42
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vi




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PRIVATE LIMITED COMPANY AGREEMENT
 of
 PR BEVERAGES LIMITED
 
 Agreement Member Members
 PRELIMINARY STATEMENT
    Acts
  1




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ARTICLE 1
 DEFINITIONS
 Defined Terms
 Acts
 Adjusted Capital Account Deficit
    Affiliate
 Agreement
 2




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Annual Operating Plan AOP
 Appraiser
 Auditors
 Board of Directors Board
 Business
 Capex
 Capital Account
 CDA
 Closing
 CMCI
 3




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Code
 Company
 Company Articles
 Concentrate
 Concentrate Sub-License
 Contract Manufacturing Agreement
 Contributed Companies
 Contribution Agreement
 Controls is Controlled by under common Control with
 Director
 4




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Dissolution Value
 Encumber
 Escalation Process
 Final Determination
 Fiscal Year
 Indebtedness
 Ineffective Transfers
 Insolvent
 Irish GAAP
 Management Team
 5




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Master Bottling Agreements
 Marketing Team
 Member
 Net Income Net Loss
 Notes
 Ordinary Course
 PBG
 6




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PBG CEO
 PBG CFO
 PBG Ireland
 PBG Tie Breaker
 PepsiCo International PI
 PepsiCo
 PepsiCo Ireland
 Pepsi Products
 Percentage Interest
 Person
 PI CEO
 PI CFO
 PI Veto Rights
 Post-JV Financial Terms
 7




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Post-JV MBA Terms
 Pre-Closing NOLs
 Pre-Closing Tax Period
 Revaluation
 Revaluation Gain Revaluation Loss
 Russia GM
 Russian Beverage Business
 Securities Act
 Section 704(c) Property
 Shares
 Strategic Plan
 8




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Tax Matters Member
 Third Appraiser
 Transfer
 Treasury Regulations
 US GAAP
 Year
 Interpretation
 ARTICLE II
 FORMATION OF THE COMPANY
 Formation
 9




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Registered Office
 
 Name
 Purpose and Character of Business
 Duration
 Filings, Reports and Formalities
 Closing
 (i)
    
    adoption of the Company Articles and amendment of memorandum of
association;
 10




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(ii)
    
    appointment of the Directors of the Company; and(iii)
    
    appointment of KPMG-Ireland as the Auditors.
  1.
    
    PBG Ireland Contribution Agreement.2.
    
    Concentrate Sub-Licence.3.
    
    Contract Manufacturing Agreement.4.
    
    Services Agreements.5.
    
    The Master Bottling Agreements.6.
    
    The Notes.7.
    
    Belarus Temporary Distribution Authorizations.
 ARTICLE III
 CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
 Share Capital Accounts / Subscription to Shares
 Shareholder
    
    Number of Shares
    
    Amount Credited as Paid UpPepsiCo Ireland
    
    40 Ordinary Shares
    
    40PBG Ireland
    
    60 Ordinary Shares
    
    60
 11




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Capital Contribution by PBG Ireland
 Obligation of PepsiCo Ireland
 Return of Contributions
 Additional Issuance of Shares; Additional Classes of Shares
  12
         Liability of Members; Ability to Bind the Company
    Establishment of Capital Accounts.
 Maintenance of Capital Accounts.
 13




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Revaluation of Capital Accounts.
 f
 14




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ARTICLE IV
 PROFITS AND LOSSES
 Determination of Profits and Losses
 Allocations.
 Net Income and Net Loss.
 Limitation on Net Loss Allocations.
  15




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Regulatory Allocations
    Allocations in Final Period
 16




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Allocations for U.S. Federal Income Tax Purposes
 Partial Year Allocations
 Adjustment of Allocations
 17




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Excess Nonrecourse Liabilities
 ARTICLE V
 DISTRIBUTIONS; WITHHOLDING
 Distributions to the Members
 Dividends
     18




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Other Distributions
 Withholding
 ARTICLE VI
 BOARD OF DIRECTORS
 Number of Directors
 19




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Board Composition / Term
    Chairman
 Meetings
 20




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Duties
 Generally
 Strategic Plan and AOP
 Other Responsibilities
    21




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Members Reservation of Powers
    22




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Procedures Following Board Deadlock or Deadlock of Members Under Section
6.05
 Escalation Process
 PBG Tie-Breaker
 PI Veto Rights
  23




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Deadlock Regarding Capital Expenditure or Strategic Plan
 ARTICLE VII
 GOVERNANCE OF COMPANY AND BUSINESS
 Governance Principles
 24




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Communication Principles
 Management Principles
 Management Team
 Composition
 25




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Responsibilities
 Marketing Team
 Business Reviews
 Monthly Business Reviews
 Quarterly Business Reviews
 26




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Conflicts
 Authorized Signatories / Related Party Agreements
 27




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ARTICLE VIII
 RECORDS, ACCOUNTING MATTERS, TAX MATTERS
 Maintenance & Review of Records and Financial Controls
 Audit / Preparation of Financial Reports
   28




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Accounting Method
 Tax Matters
 Tax Matters Member
    29




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Tax Treatment
 Member Action
 Tax Elections
 30




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Tax Withholding
 Pre-Formation Tax Obligations of Members
    31




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Confidentiality
 32




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Services Agreements
 ARTICLE IX
 RESTRICTIONS ON TRANSFER
 Restrictions on Transfers
 Transfers to Affiliates
 33




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ARTICLE X
 DISSOLUTION AND TERMINATION
 Events of Dissolution
       Dissolution Process
 34




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Dissolution Value of the Company
 Division of Dissolution Value
 New Master Bottling Agreement / Financial Terms
 35




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Distribution of the Companys Assets
 Valuation of Distributed Assets
 True Up Payment
 36




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Timing
 ARTICLE XI
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 Representations and Warranties of Members
     37




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Representations and Warranties of PBG Ireland
  38
        st
 Non-Competition Covenants
   39




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ARTICLE XII
 MISCELLANEOUS
 Partial Invalidity
 Notices
 
 
 
 
 
 40




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Amendment
 Consents; Waivers
 Choice of Law and Forum
 Multiple Counterparts
 Entire Agreement
 41




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Binding Effect; Assignment
 No Third-Party Beneficiaries
 Expenses
 Press Releases
  42




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PepsiCo (Ireland) Limited
    
    
    
    PBG Beverages Ireland LimitedBy:
    
    /s/ R. Brian Leman
    
    
    
    By:
    
    /s/ Inigo MadariagaName: R. Brian Leman
    
    
    
    Name: Inigo MadariagaTitle: Director
    
    
    
    Title: DirectorPR Beverages LimitedBy:
    
    /s/ Andrew MulhallName: Andrew MulhallTitle: DirectorAcknowledged:PepsiCo, Inc.
    
    
    
    The Pepsi Bottling Group, Inc.By:
    
    /s/ Michael D. White
    
    
    
    By:
    
    /s/ David YawmanName: Michael D. White
    
    
    
    Name: David YawmanTitle: CEO, PepsiCo International,
    
    
    
    Title: Vice President, AssistantVice Chairman, PepsiCo, Inc.
    
    
    
    

    General Counsel
 43




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Schedule A  Percentage Interests
   44