**Exhibit 4.3.2**

 

ADDENDUM No. 4 TO CONTRACT No. P81055 dated March 01, 2008

 

VENDOR MANAGED INVENTORY

(VMI)

 
| Moscow | August 25, 2008 |
|--------|----------------------|

 

**CJSC “TetraPak”,**Moscow, hereinafter referred to as the “Seller”, represented by theCommercial Operations Director Winfried Muehling, acting on the basis of Powerof attorney 10-12/125 dated 01/01/2008, on the one part, and

 

**OAO “Wimm-Bill-DannBeverages”**, Moscow, Russia, hereinafter referred to as the “Buyer”,represented by Purchasing Director Skorobogatov A.V., acting on the basis ofPower of Attorney #246 dated 01.09.2007, on the other part, have concluded thepresent contract on the following:

 

Havesigned this Addendum No. 4 (hereinafter referred to as the “Addendum”) toContract No. P81055 dated 01.03.2008 (hereinafter referred to as the “Contract”)as follows:

 

1.VMI PROGRAMM

 

1.1.Vendor Managed Inventory Program (“VMI Program”) is applied by the Parties withthe purpose top improve logistics of the Seller’s packaging material supply byvirtue of data sharing on regular basis regarding the Buyer’s demand inparticular SKUs.

 

1.2.The Parties hereby agree to use order placement procedure described herein asapplied to the following packaging material SKUs (hereinafter referred to as “SKUs”):

 

TetraBrick Aseptic 100 ml Slim for the following designs:

 

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

·                  “Lyubimy Sad”, [*]

 

1.3.The order placement procedure for the VMI Program implies that the Sellersupplies to the Buyer the SKUs included in the VMI Program on the replenishmentbasis, at the same time the Buyer does not need to place separate purchaseorders. The quantity of the packaging material to be supplied is determinedaccording to the Buyer’s rolling forecast subject to his production needs.

 

2.DELIVERY TERMS

 

2.1.As an obligatory condition for the deliveries of packaging material as per thisAgreement, the Buyer shall provide to the Seller the data regarding the Buyer’sdemand in SKU on a weekly basis.

 

2.2.Every Monday (before 23:59, Moscow time) the Buyer shall e-mail the followingdata (Annex 1) to the Seller:

 

·                 the Buyer’scalculated weekly consumption per each SKU during each of the subsequent [*]weeks (“Rolling Forecast”) this forecast does not include the data for acurrent week; and

 

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“[*]” means thatcertain confidential material has been filed separately with the Securities andExchange Commission

 

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·                 The Buyer’s stocklevel for each SKU included in VMI Program at the end of the previous weekexcluding any stock, which the Buyer is not using and in respect of which ithas notified the Seller of a claim; and

 

·                 The Buyer’sactual consumption of each SKU during the previous week

 

2.3.Rolling Forecasts are not subject to amendments within the current week. Allchanges shall be introduced in the following Rolling Forecast.

 

2.4.According to the above data, the Seller effects shipments SKU deliveries areeffected subject to the Contract provisions, but for all that par 1.2, 4.4,5.3.1 — 5.3.5, 5.5, 5.8 and 10.3 of the Contract are not subject to use.

 

2.5.Every week the Seller provides to the Buyer a shipment schedule of each SKU forthe following week.

 

2.6.The particular shipment dates for the following week are determined by theSeller. The Seller informs the Buyer of the above dates not later than Tuesday,current week (till 12:00 Moscow time).

 

2.7.On the Buyer’s demand shipment dates for the following week might be changedbut only subject to early request from the Buyer (not latter than Friday,current week till 12:00 Moscow time). In this case the Seller informs the Buyerof the new shipment dates for the next week not later than that Friday till 17:00Moscow time. The changes in shipment schedule for the current week is notallowed.

 

2.8.Transitional period after the signing of this Agreement (after the VMI Programcommences), the Seller stops to accept the Buyer’s orders for SKUs. All ordersplaced before VMI Program start are to be fulfilled by the Seller under theContract provisions. The Seller replenished the Buyer’s warehouse taking intoaccount the already placed orders.

 

2.9.The Seller shall supply SKUs with a full truck load unless otherwise stipulatedherein or agreed with the Buyer.

 

2.10.The Seller shall provide at the Buyer’s production site the agreed minimumstock level of packaging material for each SKU, but not more than the maximumlevel at any time of this Addendum starting from the first delivery ofpackaging material under VMI Program.

 

2.11.The Parties hereby agree on minimum and maximum stock levels for each SKU(valid from the first delivery under VMI Program):

 
| ** **                        | ** ** | **Min. Q-ty (th. Packs)** | ** ** | **Max. Q-ty (th. Packs)** |
|-----------------------------------|------------|---------------------------|------------|---------------------------|
| Tetra Brik Aseptic, 1000 ml Slim: |       |                      |       |                      |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |
| [*]                               |       | [*]                       |       | [*]                       |

 

2.12.The agreed stock levels shall correspond to product safekeeping terms anddelivery time and conditions (i.e. full truck loads) from the Seller’swarehouse. However the Seller is entitled no to provide full truck loads incase an urgent shipment is required in order to meet the minimum stock level.

 

2.13.If at any time the Buyer becomes aware that on going basis is it requires moreor less packaging material of a specific SKU than it has been forecasted itshall immediately notify the Seller of the required additional quantity andwhen and for how long such amount will be required.

 

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“[*]” means thatcertain confidential material has been filed separately with the Securities andExchange Commission

 

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2.14The Seller obliges to assume all possible measures to avoid the production ofsuch quantity of packaging material that exceeds the Buyer’s needs due to thesudden decrease of production cancellation of designs (SKUs) and/or designchanges. At the same time the Buyer shall accept the delivery and pay for thepackaging material produced by the Seller according to such a Rolling Forecastwith the maximum [*] week quantity and which was provided not earlier than [*]weeks before the Buyer’s notification of design changes or cancellation of VMIProgram for certain SKU.

 

2.15.In cases mentioned in par 2.14 the Seller is entitled to effect the deliveriesof packaging material by equal shipments within [*] weeks after the Buyer’snotification of design changes or cancellation of VMI Program.

 

3.DESIGN CHANGES

 

3.1.If the Buyer plans to change the current design version of the SKU he shallgive at least [*] weeks notice in writing to the Seller before the SKU with thenew design will start be using.

 

3.2.The above notification is sent with the Information in par 2.2. If thenotification received later, then [*] week period commences from the nextMonday. The notification received vie e-mail is deemed as delivered to theSeller.

 

3.3.In case the Buyer fails to comply with the above term (par 3.1) the Seller isentitled to place production orders with an old design version in accordancewith the Rolling Forecasts in order to provide the minimum stock level. TheBuyer shall accept the delivery and pay for such packaging material produced bythe Seller under the Contract provisions.

 

3.4.In accordance with par 2.14 the Buyer shall accept the delivery and pay forsuch packaging material produced by the Seller in accordance with the RollingForecasts of the Buyer, received before the notification about design changes.The Seller shall stop order placing with old design version to the convertingfactory and also has to stop production of the already placed orders, but theSeller could continue to produce such orders with old design version forliability fulfillment according to 2.10.

 

4.LIABILITY. VMI PROGRAM TERMINATION

 

4.1.The Buyer is responsible for the accuracy of information he is providing to theBuyer and the Seller shall not be liable for any negative consequences for thestock levels or any other negative consequences for the Buyer if thisinformation is inaccurate.

 

4.2.If the Buyer fails to provide the required information for [*] during anyperiod, the Parties shall jointly endeavor to solve any difficulties arising,at the same time the Buyer’s entitlement to the VMI Program shall not beaffected. However if the Buyer fails to provide information for [*] weekswithin any period, the Seller shall have the right to withhold the VMI Program.The Seller in this case should notify the Buyer in written.

 

4.3.Upon the Seller’s termination of the VMI Program the Seller provides followinginformation to the Buyer:

 

·                  Current stock;

·                  Plannedproduction;

·                  Stock in transit,

 

Andthe Buyer shall accept the delivery of produced packaging material under par2.14 and 2.15.

 

4.4.The Seller shall be responsible for maintaining quantities of the SKU withinthe agreed minimum and maximum stock level of the Buyer (par 2.11) unlessotherwise agreed.

 

4.5.Where the Seller produces a quantity of the SKUs over and above the maximumstock level, the Seller shall store such additional quantity at his ownpremises, or premises of any third party at his own expense. This paragraph isnot applicable if the Seller supplied packaging materials above the maximumstock level in order to meet the Buyer’s production needs according to hisRolling Forecasts as well as in cases mentioned in par 2.14 — 2.15, 3.4.

 

4.6.If at any time the Buyer fails to maintain the minimum stock level of an SKUeligible for the VMI Program, the Seller shall immediately supply this SKU in asufficient quantity to maintain the minimum stock level. The Buyer is entitledto charge the Seller with a penalty in the amount set in the par 5.7 of the 

 

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“[*]” means thatcertain confidential material has been filed separately with the Securities andExchange Commission

 

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Contracton the price of not-delivered packaging material for each day of delay till themoment the minimum stock level is provided. Such penalty starts from the weekthat follows the one when the stock level decreased below the minimum levelprovided that this level was not filled up by the Seller till such a week.

 

5.OTHER TERMS

 

5.1.All Contract provisions not included herein are subject to no alteration.

 

5.2.The Addendum becomes effective from the moment of its signing.

 

5.3.All agreements, negotiations and correspondence on the contractual issuesbetween the Parties preceding the time of the Addendum signing, become null andvoid after the signing of the Addendum.

 

5.4.This Addendum is drawn up in two equally valid copies and forms the integralpart of the Contract.

 

FORAND ON BEHALF OF THE SELLER

 
| Date: | /s/  W. Muehling |   |
|-------|------------------|--------|

 

FORAND ON BEHALF OF THE BUYER

 
| Date: | /s/  A.V. Skorobogatov |   |
|-------|------------------------|--------|

 

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“[*]” means thatcertain confidential material has been filed separately with the Securities andExchange Commission

 

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**SAMPLE**

 

AnnexNo. 1 to the Addendum No. 4 to the Contract No. P81055

 

Rolling forecast, consumption and stock

 
| ** **           | ** ** | **Week 15** |
|----------------------|------------|-------------|
| **SKU**              | ** ** | **weeks**   | ** ** | **Previous week********production, th.********packs** | ** ** | **Forecasts, th.********packs** | ** ** | **End of previous********week stock, th.********packs** |
| Lyubimy Sad  Yabloko |       | 152007      |   | 500 |   | 500 |   | 1200 |
| Lyubimy Sad  Yabloko |       | 162007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 172007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 182007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 192007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 202007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 212007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 222007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 232007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 242007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 252007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 262007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Yabloko |       | 272007      |   |   |   | 500 |   |   |
| Lyubimy Sad  Apelsin |       | 152007      |   | 400 |   | 400 |   | 1100 |
| Lyubimy Sad  Apelsin |       | 162007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 172007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 182007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 192007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 202007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 212007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 222007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 232007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 242007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 252007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 262007      |   |   |   | 400 |   |   |
| Lyubimy Sad  Apelsin |       | 272007      |   |   |   | 400 |   |   |

 

FORAND ON BEHALF OF THE SELLER

 
| Date: | /s/  W. Muehling |   |
|-------|------------------|--------|

 

FORAND ON BEHALF OF THE BUYER

 
| Date: | /s/  A.V. Skorobogatov |   |
|-------|------------------------|--------|

 

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“[*]” means thatcertain confidential material has been filed separately with the Securities andExchange Commission

 

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