**Exhibit 4.3**

 

Contract No P10-1003

 

Moscow

29.12.2009

 

**CJSC “TetraPak”,**Moscow, hereinafter referred to as the “Seller”, represented by VicePresident, Sales Management Winfried Muehling acting on the basis of Power ofAttorney No 14-11/104 dated 01.01.2009, on the one part, and

 

**OJSC “Wimm-Bill-Dann Beverages”**, Ramenskoe, Russia, hereinafter referred to as the “Buyer”, representedby General manager Gary Sobel, acting on the basis of the Charter, on the otherpart, have concluded the present contract on the following:

 

**1.SUBJECT OF THE CONTRACT.**

 

1.1. The Seller sells and the Buyer buyspackaging material for packaging of food (milk, juices, milk-containing andjuice-containing food products) together with respective additional materials(Strips, Caps, Straws and etc.) in accordance with the Specification (AnnexNo.1 to the present contract), hereinafter referred to as “the Goods”, andcustom cleared (if applicable) and free from third parties rights and charges.

 

1.2. Deliveries shall be fulfilled as perorders placed by the Buyer in accordance with the Annex No. 2. The ordersare placed by the Buyer mainly via e-business electronic system. Orders mayalso be placed by fax/e-mail.

 

# **2. TOTAL CONTRACTAMOUNT.**

 

Approximate amount of the Contract is EURO 50 000 000(fifty million), VAT excluded. The exact amount of the Contract is to bedetermined according to the actual deliveries of the Goods.

** **

**3. PRICE OFTHE CONTRACT.**

 

3.1. Price ofthe Goods stipulated in the Specification (Annex No.1 to thepresent Contract), is given in EURO and comprises the following:

·                  costof packaging material ex manufacturing plant stated in the specification (Annexno.1 to the present contract);

·                  costof pallets

 

3.2.In case packaging material is shipped from TP Moscow factory, the Seller isobliged to prove transport costs reinvoicing by submitting to the Buyer copiesof the invoices issued to the Seller by the transport companies, if other isnot agreed between the parties.

 

3.3. The price of the Goods excludes VAT and other taxesdue for payment by the Buyer. VAT is to be paid at the rate valid at the dateof the invoice issued by the Seller.

 

3.4. Price ofthe Goods excludes the following:

· cost of LS-strip (for roll-fed material; is shown in the invoicesseparately);

·costof insurance ([*]% from the price of the Goods; added to the price of theGoods, is shown separately in the documents);

·cost of transportation(added to the price of the Goods; is shown separately in the documents);

 

3.5. The cost of insurance and transportation areincluded in the invoices separately and due for payment by the Buyer withinterms stipulated in the item 4.1 of the present contract.

 

3.6. Price of the Goods and currency of the contractcan be amended by the Seller within validity of the present contract by writtenmutual agreement of the Parties.

 

3.7.The Seller should come to an agreement with the Buyer about the new pricesand/or change of currency not later than two months before the changes enterinto force.

** **

**4.QUANTITY OF GOODS AND TERMS OF PAYMENT.**

 

4.1. Payment should be made in rubles by the banktransfer to the Seller’s account (refer to article 16) in accordance with theexchange rate of the Central Bank of RF on the date of writing off the amountfrom

 

 
| SELLER |   | BUYER  |
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theBuyer’s account. Factura-invoices should be paid within [*] calendar days from the date of its issuing.

 

TheSeller presents the copies of invoices by e-mail or fax during the working daynext to the day of shipment while for import deliveries during the working daynext to the day of custom clearance.

 

If thepayment is received within [*]calendar days after of the date of Seller’s invoice, the Buyer has the rightfor a bonus in the amount of [*]% fromthe invoice amount excluding VAT. The bonus shall be transferred to the Buyer’saccount till the [*] dayof the month that follows the month when the bonus was granted.

 

4.2. Date of issue of the factura-invoice can not beearlier than the date of dispatch while for import deliveries this date can notbe earlier than the date of custom clearance.

 

4.3. In case the Buyer breaches paymentterms on its fault, the Seller has the right to charge the penalty on overdueamount on the basis of [*]% annual rate for everyday of delay. The Seller should inform the Buyer in written if such penaltiesare implemented.

 

4.4.Due to production characteristics, the Seller has the right to deliver up to 10% above or below the quantity of ordered Goods. In this case delivery isconsidered to be agreed on the terms of the present contract. In the end ofeach month the parties shall sign statement of accounts based on actuallydelivered goods. This statement forms the ground for final accounts.

 

**5. TERMS OF DELIVERY.**

 

5.1. The Goods are to bedelivered to the Buyer’s (Consignee’s) warehouses by transport of the Seller atthe Buyer’s expense unless otherwise is specified in the order.

Delivery addresses:

 

5.1.2 Delivery address to the Buyer’s warehouse:

PJSC “Wimm-Bill-Dann Beverages”

1, Trasportny proezd, Rameskoe, 140100,Moscow region, Russia

 

5.1.3 Delivery addresses to the Consignee’s warehouse(own and liable keeping):

 

1) PJSC “Wimm-Bill-Dann” branch “Sibirskoe Moloko” inNovosibirsk:

33, Petukhova str., Novosibirsk, 630088, Russia, or

54, Sibiryakov-Gvardeytsev str., Novosibirsk, 630088,Russia

 

2) PJSC “Wimm-Bill-Dann” branch “Vladivostoksky Dairy”in Vladivostok:

 

19, Strelochnaya str., Vladivostok, 690087, Russia, or63-a Fadeeva str., Vladivostok, 690034, Russia

 

5.1.4. Delivery address should be shown in the Buyer’spurchase order.

 

5.2. Delivery is to be made by fully-loaded carriersaccording to the order agreed by the parties, the only exception being the lastshipment.

 

5.3.1.Dispatch of all kinds of the Goods shouldbe made within [*] working days after the Seller receives the official order from the Buyerprovided the Seller has the design - the original proof oftechnological texts signed and dated, dulyapproved by the Buyer.

 

5.3.2. The Seller is obliged to deliver the Goods duringperiod stipulated in the Annex No4 depending on the place of dispatch andthe place of delivery. Periods of delivery are calculated from the moment ofdispatch of the Goods from the Seller’s factories. Incase period of time for dispatch of the Goods exceeds period of time indicatedin p. 5.3.1. then delivery time indicated in Annex 4 should be calculated fromthe latest date of dispatch described in p. 5.3.1.

 

5.3.3.Delivery Date, confirmed by Seller, can not be out of dates, calculated inaccordance with point 5.3.2.

 

Incase if delivery date is out of delivery time maximum range, calculated inaccordance with point 5.3.2 and another didn’t agreed between parties, thendelivery date should be the last day, calculated in

 

 
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accordancewith point 5.3.2.

 

5.3.4.Confirmation of the order serves as a confirmation that the Seller has thedesign corresponding to the order.

 

5.4.The design should be made in accordance with the design color printout providedby the Buyer and agreed upon between the Buyer and the Seller. Signed and dateddesign proof is to be considered as the final version of design for productionof placed order.

 

5.5.In case the Buyer changes the design during the production of the order alreadyplaced and confirmed, within [*] hours from the receipt of thenotification about renewal of design and stoppage of production of theorder with old design, the Seller has to stop the production of the order withthe design to be amended, and the Buyer is obliged to buy already produced lotof Goods and/or to pay the costs connected with the preparation of the orderfor production as per documents confirming actual costs.

 

5.6.Any changes in the designs existing at the moment of signing of the presentcontract as well as elaboration of new designs are to be made by the Seller atthe terms agreed upon with the Buyer and stipulated in the separate contract.

 

5.7. In case of delay of delivery at theSeller’s fault, the Buyer has the right to charge the penalty on delayed lot ofdelivery amount on the basis of [*]%annual rate for every day of delay. The Buyer should inform the Seller inwritten if such penalties are implemented.

 

5.8.The Buyer shall undertake the costs ofstorage of unpaid Goods at the Seller’s warehouse in case of delay in shipmentof the Goods, if such delay occurred due to the Buyer’s fault and exceeded [*]calendar days from the maximum dispatch date, calculated in accordancewith points 5.3.1. and 5.3.2. The Seller should provide the Buyer with thereport about the actual storage costs. Storage costs are calculated startingfrom [*] calendar day.

 

After 7(seven) daysexpire, the Seller has the right to invoice to the Buyer actually born storagecosts and to dispatch the Goods to the Buyer on the [*] dayby the Seller’s transport at the Buyer’s expense with 2 (two) workings dayswritten preliminary note to the Buyer. In this case the Buyer has to accept theGoods at the Buyer’s warehouse within 24 (twenty four) hoursfrom the moment of arrival of the truck to the Buyer’s warehouse provided thedate of arrival is a working day.

 

5.9. The Seller shall send to the Buyer shipment adviceimmediately after shipment of the truck from the factory/customs terminal andsupply the Buyer with the transport documents for each shipment lot byfax/e-mail within 48 (forty eight) hoursfrom the delivery.

 

5.10. The Buyer shall be informed in advance about thepossibility of transfer the production of packaging material to anotherproduction facility. This decision shall be made by mutual agreement of theparties.

 

5.11. The Buyer shall compensate to theSeller the costs connected with the demurrage of unloaded truck, starting fromthe day after the agreed date of arrival of the truck to the address indicatedin the transport documents, on the basis of [*] EURO(VAT excluded) per day for the demurrage of unloaded truck arrived from TetraPak factories provided the truck arrives to the address indicated in thetransport documents not later than 12:00am onthe agreed arrival date.

 

5.11.1. In case the truck arrives to theaddress, specified in the transport documents, earlier than the agreed arrivaldate, the demurrage cost from the moment of arrival of the truck till agreeddelivery date should not be charged.

 

5.11.2. In case the truck arrives to theaddress, specified in the transport documents, later than 12:00am atthe agreed arrival date, the demurrage cost should be calculated after 24 (twenty four) hoursfrom the time of arrival of the truck to the Buyer’s warehouse.

 

5.11.3. In case the truck arrives to theaddress, specified in the transport documents, later than the agreed arrivaldate, the demurrage cost should be calculated after 48 (forty eight) hoursfrom the actual time of arrival of the truck to the Buyer’s warehouse. Actualtime of arrival of the truck (date, time) is to be stated by the Buyer’srepresentative in the transport documents.

 

 
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The remarks of the Buyer’s representativeand transport company representative in the transport documents are to be thebasis for the demurrage calculation (transport waybill — for domestic deliveries,CMR — for import deliveries).

 

5.12. Delivery date is considered to be the date ofdelivery of the Goods to the buyer’s warehouse. The Buyer shall return to theSeller signed copy of delivery note TORG-12 within [*] days from the date the Sellerprovides the Buyer with this document but not earlier than the delivery date.

 

5.13.In spite of delivery terms agreed upon by the parties, the title of the Goodstransfers to the Buyer from the moment of dispatch of the Goods from the Seller’swarehouse to the forwarder; in case of import delivery of the Goods — from thedate of customs clearance and release of the Goods for free circulation on RFterritory.

** **

**6.TRANSPORTATION RISK.**

 

6.1. The Seller shall take the risk ofloss or damage to the Goods which might arise during transportation of theGoods to the Buyer’s warehouse by the Seller’s transport.

 

6.2. The Seller shall reimburse to the Buyer all thelosses including transportation costs and insurance occurred due to the damageof the Goods during transportation provided the Buyer fulfills the terms statedin the article **10.7 of the present contract “Acceptanceof the Goods damaged during the transportation”.**

The Buyer shall determine the form ofreimbursement by cash or by delivery.

 

**7.REQUIREMENTS TO PAYMENT ORDERS.**

 

The Buyer shall specify the following information whenfilling in the payment orders for prepayment or payment according to theinvoice:

· Date and number of the factura-invoice

· INN

· Exchange rate at the date when the money have been written off from theBuyer’s account

· Nameof WBD branch or site, which is performing payment.

In case prepayment or payment against invoice is made bythe third party, the name of the Buyer must be stipulated in the payment orderin addition to the items above.

 

**8.PACKING AND MARKING.**

 

8.1. The Goods are to be dispatched in packing suitablefor Iong distance transportation. Each cargo unit (pallet) is wrapped inpolyethylene film. Marking of the pallet shall be as follows:

** **

**Consignee:**

**Address of destination:**

**Name of the Seller:**

**Name of the Goods:**

**Pallet weight:**

**Quantity:**

**Manufacture date:**

**Lot number:**

** **

**9. STORAGE TERMS.**

 

9.1. Each pallet with packaging material is wrapped inpolyethylene film.

 

9.2. Pallets with roll-fed packaging material can bestacked in three rows on top of each other provided they are separated by therigid dividers. Pallets with blank packaging material as well as additionalmaterials (caps and straws) are prohibited for stacking in more than one row.

 

9.3. Transportation pallets are irrevocable and itslifetime is limited.

 

9.4. The Goods must be stored only on pallets, 100mm minaway from the walls.

 

9.5. The Goods must not be exposed to direct moisture(such as pipes evaporation) or sunlight.

 

 
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9.6. Temperature:Permitted storage temperature is set in a range +10° - +40°C; however beforethe production the Goods must pass the adaptation period at the temperature+20° - +30° С. The optimal storage temperature is +20°C.

 

9.7. Air humidity: 40% to 65% RH.

 

**10.ACCEPTANCE OF THE GOODS.**

 

10.1. The Buyer or Consignee shall put the remarks (ifnecessary) in the transport documents during acceptance of the Goods. In caseof discrepancy between actually accepted quantity and quantity declared in thetransport document, the Buyer/Consignee or Carrier shall put the respectiveremark in the transport document.

 

10.2. Within 5 (five) calendardays from shipment date the Seller shall provide the Buyer with factura-invoiceand delivery note issued in the form legally approved by Goskomstat RF(TORG-12) for each shipment lot.

 

10.3. Final acceptance of the Goods in respect of cargounits of delivered goods is to be made by the Buyer at the site within [*] calendar days from the date of the delivery.

 

10.4. In case the Buyer has any claims as per quality ofdelivered Goods or damages which can not be seen during acceptance, he has theright to submit these claims to the Seller within 12 (twelve) months from the delivery date provided all the storage requirementsstipulated in the article 9 have been met. No claims are accepted if the abovetime is overdue.

 

10.5. In case of any claims the Buyer should prepare theclaim according to the “Goods Claim Routine” (Annex No3 to the presentcontract).

 

10.6. If the quality/quantity claims aresubmitted by the Buyer and received by the Seller not later than 12 (twelve) monthsfrom the date of delivery of the Goods to the Buyer’s warehouse, the claimedgoods shall be delivered to the Buyer within [*] fromthe date the claim has been accepted. In this case the Seller shall reimburseto the Buyer the transportation cost and insurance of theclaimed/under-delivered material.

 

**10.7.Acceptance of goods damaged during transportation.**

 

In case transport damage to the Goods is found,  the Buyer shall make the following steps athis own expense and risk:

· to make the acceptance of the damaged goods,

· to immediately inform the Seller about the damages in written byfax/cable/e-mail,

· to take all the necessary steps to prevent further damage and loss of thegoods and transport facilities,

·to take pictures of the damaged goods prior to unloading (the picture shouldshow the damage and, whenever possible, the reason of the damage),

·in case of truck delivery of damaged goods, to put the appropriate remarks inthe transport documents/CMR, to get a signature of the transport companyrepresentative on these transport documents. In case the transport companyrepresentative refuses to sign the transport documents with the remark of thedamage, the Buyer puts this remark by himself.

· in case the damaged goods arrived by rail or by the Buyer’s transport,the Buyer, together with the railways representatives, shall make thecommercial certificate about the damage during unloading the goods. In case itis impossible to make this certificate during unloading, it has to be issuedwithin the next 24 (twenty four) hours.Should the carrier refuses to make this commercial certificate or thiscertificate is issued with mistakes, the consignee is obliged to inform the forwarderin written within 3 days.The letter signed by the railway authorities is to serve enough ground for theSeller to receive the Buyer’s claim for consideration.

·to forward the originals of the above listed documents to the Seller by courierservice within 72 (seventy two)hours from the moment ofacceptance of the goods.

** **

**11. INTANGIBLE PROPERTY.**

 

11.1. The Buyer releases the Seller fromany obligations towards third parties connected with the orders illegitimatelyplaced by the Buyer.

 

11.2.Provided the Seller sticks to agreed signs, indications, texts, drawings andits allocation on the Goods in accordance with the design color printoutstipulated in the article 5.4. of the present contract, the Buyer releases theSeller from any responsibility for all the claims and damages which might becaused by the use or the reproduction of the existing somebody else’s designs,trademarks, texts or

 

 
| SELLER |   | BUYER  |
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placementin respect of the provided signs printed on the Goods.

 

11.3. The Sellerconfirms the following:

·allocation of trade mark by the Seller regardless of the color printout of thedesign (if applicable) shall be made by the Seller itself and shall not createobstacles in using the Goods by the Buyer;

·the Seller has obtained all the necessary owner’s permissions for trademarkallocation on the Goods regardless of the design color printout (ifapplicable), for its use and distribution on the Buyer’s territory;

·construction of packaging material, goods made of it, and separate elements,its form and composition as the objects of intellectual property are free fromrights and charges of third parties;

·delivered Goods are released for free circulation on the Buyer’s territory.

In case of breach ofthis condition the Seller is obliged to reimburse to the Buyer losses born bythe latter.

 

11.4. In case of unauthorized use of the Seller’s orBuyer’s trademarks by one of the parties without permission, the injured partymay terminate this Contract and seek for damages compensation or any otherremedies available under applicable laws.

 

**12.FORCE MAJEURE.**

 

12.1. If the Seller or the Buyer are prevented toperform its obligations in accordance with this Contract in full or partiallyor is unreasonably burdened by circumstances beyond his control, including butnot limited to: Acts of God, civil war, mobilization, military conscription ona large scale, riots, insurrections and revolutions, sabotage, requisition,confiscation, nationalization, embargoes and expropriation, public bans or actsof authorities, strikes, lockouts, natural cataclysms such as hurricanes,earthquakes, lightning, fire, explosions, abnormal weather conditions for theconcrete area, non-fulfillment of obligations and delays of deliveries bysubcontractors due to above mentioned circumstances, the delay in theperformance of the obligations under the present contract will not lead to anyobligation for compensation.

 

12.2. Force-majeure circumstances should be proved bythe certificate issued by the competent authorities.

 

12.3.The party declared that force-majeure circumstance occurred, should inform theother party about it within 7 (seven)calendar days from the momentsuch circumstances occur.

 

12.4.The party declared that force-majeure circumstance occurred, should provide theother party with the documents stipulated in the article 12.2. during 30(thirty) working days from the moment such circumstances occur.

 

12.5. Should theabove period is violated, the respective party loose the right to refer to suchcircumstances as to the ground releasing this party from theresponsibility/compensation.

 

**13.ARBITRATION.**

 

13.1. The Seller and the Buyer shall take all measures to settle alldisputes arisen from the present contract by amicable way.

 

13.2. All disputes, differences or demands which may arise out of or inconnection with the present Contract, in respect of its fulfilment, violationor nullification, are to be settled in the International commercial Arbitrationcourt at the Chamber of Commerce and Industry of RF in Moscow inaccordance with it’s Rules.

 

13.3. Place of arbitration is Moscow. During thesettlement of all disputes the parties must be guided by the Material Rules ofRF.

** **

**14.CONFIDENTIALITY.**

 

14.1. The parties herebyagreed that any information with stamp “confidentially”, transferred by act ofacceptance-transmission on any information carrier transferred or receivedwithin the frame of the present contract or in connection with it, is to betreated as confidential and shall not be disclosed to third parties withoutmutual agreement by the parties, with the exception of public authority demand.

 

14.2. Theparties agreed that in case of consent for the transfer of confidentialinformation to third parties,

 

 
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the partyinitiated this transfer is responsible for keeping this information by thirdparties as confidential. The parties also bear responsibility for keeping theconfidential information by its staff.

 

14.3. The confidentialityclause will as well be valid during [*] years after the contract is terminated.

 

**15.OTHER CONDITIONS.**

 

15.1. The contract enters into force from 01.01.2010 andis valid within 1 calendar year, i.e. till December 31,2010.

Termination of the Contract should notrelease the parties from the performance of its obligations acting on the dateof the contract termination.

 

15.2. All the preliminary agreements, discussions andcorrespondence between the parties in respect of this contract are to beconsidered null and void from the date of signing of the present contract.

 

15.3. All the Annexes and Annexes to the presentcontract form its integral part.

 

15.4. All the Amendments and Annexes to the presentcontract are valid only if made in written form and signed by both parties.

 

15.5. Neither party has the right to assign itsobligations and rights under the present contract to any third party withoutwritten consent of the other party.

However the Seller can assign its rights and obligationsregarding this Contract to another company within Tetra Laval Group. The Buyercan assign its rights and obligations regarding this Contract to anothercompany within Wimm-Bill-Dann group located in the European part of the RussianFederation.

In both cases the above should take place againstwritten consent of the parties.

 

15.6. If the Buyer terminates the present contractbefore its end, the Seller must immediately stop further production of theGoods for the deliveries under the present contract provided the Buyer suppliesthe Seller with written intention to terminate the contract before its end.Should there be any orders in production, the Seller should immediately stopfurther production and the Buyer is obliged to pay the price of the Goodsactually produced on the date of termination of the present contract.

 

15.7.In case of amendments in the legislation in respect of tax rates, paymentsshall be effected in accordance with the tax rate valid at the date offactura-invoice and delivery note. In this case VAT shall be paid at the ratevalid on the date of the Seller’s invoice.

 

15.8.The Parties hereby recognize the documents transmitted by fax or electronicfacilities, including but not limited to: e-mail and electronic systeme-business, to be equivalent to that executed in the appropriate written form.Such documents shall be binding upon both parties provided they are signed byauthorized parties. The parties agree that the way of transmitting thedocuments by fax or electronic facilities *perse* shall not constitute the grounds to contest their validity orbinding character.

** **

**16. LEGAL ADDRESSES OF THE PARTIES.**

** **

**Seller:**

** **

**CJSCTetra Pak**

**Address:**

8, Wilhelm Pieck str., 129226 Moscow,Russia.

**Account:**

INN 7706017070

Acc. 40702810900001000943 with ING BankEvrazia Moscow

Corr. acc. 30101810500000000222

BIK 044525222 КПП774850001

Address of the Bank:

127473,Moscow, Krasnoproletarskaya st, 36

** **

**Buyer:**

** **

**OJSC “Wimm-Bill-Dann Beverages”**

1,Trasportny proezd, Rameskoe, 140100, Moscow region, Russia

Moscow Bank of Savings Bank of Russia,Moscow Account 40702810538360108250

Corr. Account 30101810400000000225

INN 5040005678

 

 
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code OКПO 0526943

code OКOHX 18221, 18145

BIK 044525225

KPP 504001001

 

The Contract is made in English and Russian languages in two copies, onefor each party. In case of differences between English and Russian texts theRussian text shall always prevail over the English text.

 

Annex 1: Specification of the Goods

Annex 2: LQS and Quantity discounts forpackaging material.

Annex3: Packaging material claim routine.

Annex4: Periods of delivery of the Goods.

 
|   | FOR AND ON BEHALF OF THE SELLER |
|--------|---------------------------------|
|   |                            |
|   |                            | (Winfried Muehling, Vice President, Sales Management) |
|   | Date: December 29,  2009.  |
|   |                            |
|   | FOR AND ON BEHALF OF THE BUYER  |
|   |                            |
|   |                            | (Gary Sobel, General manager) |
|   | Date: December 29,  2009.  |
|        |                                 |  |  |

 

 
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Annex No. 2 to contract No.P10-1003

 

# **1. Set-upcharges and minimum order size:**

** **

**1.1. Tetra Brik / Tetra Brik Aseptic / Tetra PrizmaAseptic (juice/milk)**

 

Minimumorder size without set-up charge equals to [*] pack for packaging material of1,5-2 litre volume and [*] packs for the smaller volumes.

 

Set-upCharges for the listed materials must be charged for individual order orco-print less than [*] pack for packaging material of 1,5-2 litre volume and[*] packs for the smaller volumes as a lump sum per printing method:

 
| Flexo  / Flexoprocess |    +  [*] EURO per order |
|-----------------------|-----------------------------------------|
| Roto  / Offset        | +  [*] EURO per order                   |

 

Set-upCharge does not include VAT and must be shown in the invoice separately.

 

Incase of partial deliveries of orders less than [*] pack for packaging materialof 1,5-2 litre volume and [*] packs for the smaller volumes, total amount ofset-up charge is to be added to the first invoice.

** **

**1.4****. Minimumproduction order size for roll packaging material — 1 roll.**

 

125 ml – minimum **[*]**packs

160 – 300 ml – minimum **[*]**packs

330 – 600 ml – minimum **[*]**packs

750 – 1000 ml – minimum **[*]**packs

over 1000 ml – minimum **[*]**packs

 

**2. Order Routine for packagingmaterial.**

 

2.1. The term “Single order” should beinterpreted as Buyer’s order for production of certain quantity of packagingmaterial with one approved design.

 

2.2. The term “Co-print order” should beinterpreted as a set of single orders with designs of similar colors inquantity multiple to:

 
| · | **[*]**for factories                                                                             |
|--------|--------------------------------------------------------------------------------------------------|
|   | TP Moscow: TBA/m 1000ml Base FD; TP Kiev: TB/m 500ml  Base FD/FPCD and TB/m 1000ml Base FD/FPCD; |
|   | TP Wrexham: TBA/lk 2000ml Slim.                                                                  |
|   |                                                                                             |
| · | **[*]**for factories                                                                             |
|   | TP Moscow: TBA/m 1000ml Base FPCD; TBA 1000ml Slim  FPCD; TBA 1500ml Slim; TFA 1000ml            |
|   | TP Kiev: TB/m 500ml Square и TB/m 1000ml Square;  TBA 500ml Slim                           |
|   | TP Gorny Milanovec: TBA/jk 500ml Square                                                          |
|   | TP Limburg: TPA 1000ml Square                                                                    |
|   |                                                                                             |
| · | **[*]** for  factories                                                                           |
|   | TP Kiev: TBA 200ml Base                                                                          | TP Dijon: TBA 200ml Square |
|   |                                                                                             |
| · | **[*]**for factories                                                                             |
|   | TP Kiev: TBA/m 200ml Slim                                                                        | TP Lund: TT 500ml Midi; TBA 250ml Base |
|   | TP Arganda: TPA 330ml Square FPCD MF; TPA 250ml Square  FPCD TF, TPA 330ml Square                |
|        |                                                                                                  |  |  |

 

 
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|   | FPCD TF |
|--------|---------|

 

“Co-print order” term is validonly for roll-fed material Tetra Brik, Tetra Brik Aseptic, Tetra PrizmaAseptic, Tetra Fino Aseptic, Tetra Top.

 

2.3. The order for roll-fedpackaging material should be placed in quantity divisible by one mother reelfor respective type of package.

 

2.4. Single order or co-print order forms anintegral part of the present Contract, should be issued in accordance withenclosed form and should contain the following information:

 

·                  customer name;

·                  product name and design numberwith indication of plate numbers;

·                  type/volume of package;

·                  quantity of ordered material;

·                  requested date of arrival ofthe Goods at the Buyer’s warehouse;

·                  place of production ofpackaging material.

 

2.5. The order should be sentto the address of Customer Service Representative (CSR) via e-businesselectronic system (in most cases) or, in exceptional cases, via e-mail/fax.

 

2.6. Within **[*]**workingweeks upon receipt of the order the Seller shall inform the Buyer by fax ore-mail that the order has been accepted by the factory for production. Theorder forms an integral part of the present contract from the moment the Buyerreceives the confirmation from the Seller.

 

2.7. Should there is noconfirmation sent by the Seller, the order is considered unplaced.

** **

**3. Launch ofnew products.**

 

The Seller grants to the Buyer the rightto place [*] first orders free of Low Quality surcharge for a new product inthe existing package format or for the products in new Tetra Pak packageformat.

 
| FOR AND ON BEHALF OF THE SELLER |   |
|---------------------------------|--------|
|                            |   |
| Date: 29/12/2009                |   | (Muehling W., Vice  President, Sales Management) |
|                            |   |
| FOR AND ON BEHALF OF THE BUYER  |   |
|                            |   |
| Date: 29/12/2009                |   | (Sobel G., General manager) |
|                                 |        |  |  |  |

 

 
| SELLER |   | BUYER  |
|--------|--------|--------|
|   |   |   |
|   |   |   |

 

----

 

Annex No. 3 to contract No.P10-1003

** **

**Goods Claim Routine****.**

**1.Composing a claim act.**

 

1.1.      Incase the Buyer has any claims as per the quality and/or quantity of the Goods,the Buyer shall call a committee consisting of not less than 3 representatives of the Buyer appointed by the general manager, which shall draw up a Claim Act with mandatory indication of thefollowing information:

 

·                  Companyname and address;

·                  ClaimAct number;

·                  Dateand time;

·                  List of committee representatives with titles;

·                  Date ofexamination;

·                  Goodsdescription;

·                  Productionfactoryname;

·                  P-Order number (assigned by Tetra Pak and stated on the reel label);

·                  ID number (assigned by Tetra Pak and stated on the reel label in column “ID”or “Global ID”);

·                  Goodstype;

·                  Date of Goods manufacture “Production Date” (if exists on label);

·                  Reel number or Parcel number;

·                  Deliverynote #

·                  Date of arrival of the Goods to the Buyer;

·                  Packaging machine type (if Packaging Material used in production);

·                  Quantity of Goods not corresponding to contract;

·                  Descriptionof inconsistencies;

·                  Signatures of all committee representatives.

 

A recommended sample of the Claim Act form is statedat the end of the present Annex.

1.2. The Claim Act shall be drawn up in not lessthan two originals, one of which shall be sent to the Seller.

** **

**2. Storage of material.**

 

The material shall then be moved to a separatestorage, placed on hold and stored according to the storage terms stipulated inthe contract P10-1003.

** **

**3. Actions of the parties.**

 

3.1.Buyer shall send the Claim Act and, incase of quality claim, material samples (not less than **4** meters of roll packaging material in theform of a roll, **20** samples of blank packaging material, in caseof complains on stiffness the samples should be folded up by creasing lines asper package size; **20** samples of additional materials if it hasdefects) to the Seller to the following address: Moscow, ul. Vilgelma Pika, 8.Date of acceptance of the claim for consideration is to be the date of receiptof official claim by the Seller.

 

3.2. Customer Service Representative of the Sellerwill contact the Buyer within **[*]**hours once the claim is received to confirm the receipt of the claim.

 

3.3. Depending on the amount ofmaterial claimed/under delivered, the nature of the defect, the size of theorder and the Buyer’s situation three different actions could be carried out:

 

3.3.1. If the nature of the defectand the impossibility of the Goods’ usage are evident to Tetra Pak specialist,the claim is accepted for consideration without sending Seller’s serviceengineer to the Buyer’s production site.

 

 
| SELLER |   | BUYER  |
|--------|--------|--------|
|   |   |   |
|   |   |   |

 

3

----

 

3.3.2. Urgent visit of Seller’s service engineer tothe Buyer’s production site to investigate the claim. In this case, the service engineer is sentto the site at the time convenient for both parties. In case mutual consent wasnot reached, the above mentioned period shall not exceed **[*]**workingdays from the moment the claim is received.

 

3.3.3. Upon mutual agreement of the parties for thearticle 3.3.2., claim may be investigated at the next production site visit bythe service engineer. In this case, the claim will be investigatedat the next site visit within **[*]**months from the date ofreceipt of the claim.

 

3.4. At the time of the visit,Seller’s service engineer investigates the possibility of using the Goods inthe filling line.

 

3.4.1. If service engineer confirmsthat it is possible to use the Goods for production provided all adjustmentsmade to the packaging machine are within the limits specified in the respectivetechnical documentation supplied with the machine, the claim is rejected and the Buyer shall pay for the servicesrendered during the machine adjustment under current service contract.

 

3.4.2. If service engineer confirmsthat it is possible to use the Goods for production provided some of theadjustments made to the packaging machine are outside the limits specified inthe respective technical documentation supplied with the machine, the claim isrejected but the services rendered during the machine adjustment shall be forthe at the Seller’s expense.

 

3.4.3. If service engineer confirmsthat it is impossible to use the Goods for production after filling machineadjustments, the claim is rejected but the services rendered during the machineadjustment shall be for the at the Seller’s expense.

 

3.5. If service engineer has made adjustments to thepackaging machine, the work report should list and detail the adjustments made.A copy of the report is returned to the Customer Service Representative.

 

3.6.Item 3.4 is not obligatory for application to quality claims referring tonon-correspondence of the images place on the Goods to those agreed upon withthe Buyer.

** **

**4. Claim decision.**

 

4.1.Upon accepting the claim forconsideration, Seller’s Customer Service Representative shall inform theBuyer about the decision taken regarding the material claim:

· within **[*]**workingweeks from the receipt of the Claim Act for TP Moscow factory;

· within **[*]**workingweeks from the receipt of the Claim Act for other TP factories.

 

4.2.In case there is no reply for the claim within period foreseen in the article4.1, the claim is considered to be accepted by the Seller without anyobjections and should be satisfied in full.

 

4.3.In case the claim is accepted, the Seller should compensate the claimed/underdelivered material in accordance with the contract P10-1003 and to move the claimed material as per Buyer’s request inthe following order:

 

· for Buyers’ plants situatedwithin Moscow and Moscow region: in case full truck of claimed material isavailable or within **[*]**monthsfrom the date of the Buyer’s request, whatever happens first.

 

· for other WBD plants: in casefull truck of claimed material is available or within **[*]**months from the date ofthe Buyer’s request, whatever happens first.

 

 
| SELLER |   | BUYER  |
|--------|--------|--------|
|   |   |   |
|   |   |   |

 

----

 

Annex No. 4 to contract No.P10-1003

 
| **ТP Factories / WBD********Sites** | ** ** | **ОJSC  “WBD  Beverages****”****,********Moscow** | ** ** | **ОJSC  “WBD”,  Moscow** | ** ** | **О****JSC****“****WBD****”****branch****“****Anninskoe  Moloko****”,****pgt********Anna** | ** ** | **О****JSC****“****WBD****”****branch****“****Timashevsky  Dairy****”,****Timashevsk** | ** ** | **О****JSC****“****WBD****”****branch****“****Vladivostoksky********Dairy****”,****Vladivostok** | ** ** | **О****JSC  “WBD”  branch  “Nizhegorodsky  Dairy”,  Nizhny  Novgorod** | ** ** | **О****JSC****“****WBD****”****branch****“****Sibirskoe********Moloko****”,****Novosibirsk****(****railway****)** | ** ** | **О****JSC****“****WBD****”****branch****“****Sibirskoe********Moloko****”,****Novosibirsk****(****auto****)** | ** ** | **О****JSC****“****WBD****”****branch****“****EKDP****”,****Kursk region** | ** ** | **О****JSC****“****WBD****”****branch****“****Manros****-М”,****Omsk** | ** ** | **О****JSC****“****WBD****”****branch****“****Ufamolagroprom****”,****Ufa** | ** ** | **О****JSC****“****WBD****”****branch****“****Baltijskoe  moloko****”,****Saint****-****Petersburg** | ** ** | **О****JSC  “WBD”  branch  “Obninsky  Dairy”,  Obninsk** | ** ** | **О****JSC****“****WBD****”****branch****“****Nazarovskoe********Moloko****”,****Krasnoyarsk********region****(****auto****)** | ** ** | **О****JSC****“****WBD****”****branch****“****Nazarovskoe********Moloko****”,****Krasnoyarsk********region****(****railway****)** | ** ** |
|-------------------------------------------|------------|-------------------------------------------------------------------|------------|------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Tetra Pak Kiev, Ukraine                   |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Lund, Sweden                    |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Moerdijk, Netherlands           |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Wrexham, UK                     |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Gornji  Milanovac, Yugoslavia   |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Limburg, Germany                |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak S.A.  Rubiera, Italy            |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak S.A., France                    |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Arganda, Spain                  |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Tubex, Portugal                 |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Tubex, Thailand                 |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Bericap, France                           |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Dijon, France                   |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |
| Tetra Pak Moscow, Russia                  |       | [*]                                                               |       | [*]                                      |       | [*]                                                                                                                  |       | [*]                                                                                                              |       | [*]                                                                                                                        |       | [*]                                                                                              |       | [*]                                                                                                                                         |       | [*]                                                                                                                                      |       | [*]                                                                                                  |       | [*]                                                                                                    |       | [*]                                                                                                   |       | [*]                                                                                                                            |       | [*]                                                                                |       | [*]                                                                                                                                                      |       | [*]                                                                                                                                                         |       |

 

All periods are incalendar days. Calendar days are working days, saturdays,  sundays, excluding national holidays.

 

The above mentioneddelivery periods are valid for fully-loaded transport facilities and may changedue to force-majeure circumstances.

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

5

----

 
| ** ** | ** ** | **Annex No 1.1 is valid from  01/02/2010 till 31/12/2010.** |
|------------|------------|------------------------------------------------------------------|

 
| **NoNo**                                              | ** ** | **Type of packaging material** | ** ** | **Package volume, ml**          | ** ** | **Final price Seller’s warehouse  (TP  factory) EUR, Excl. VAT** | ** ** | **Printing********method** |
|-----------------------------------------------------------------|------------|--------------------------------|------------|---------------------------------|------------|-----------------------------------------------------------------------|------------|----------------------------|
| ** **                                                      | ** ** | ** **                     | ** ** | ** **                      | ** ** | ** **                                                            | ** ** | ** **                 |
| **Delivery from: Tetra Pak Kiev  (Ukraine), Moscow (Russia) /** |
| ** **                                                      | ** ** | ** **                     | ** ** | ** **                      | ** ** | ** **                                                            | ** ** | ** **                 |
| **1**                                                           | ** ** | **TBA/jl**                     |       |                            |       |                                                                  |       |                       |
| ** **                                                      | ** ** | **7369 - 460**                 | ** ** | **200 ml Base**                 |       | **[*] / 1000 packs**                                                  |       | Flexoprocess               |
| Add mats                                                        | ** ** | MPM LS Strip 8856-951-01       |       | Cosumption:[*] kg / 1000 packs  |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** |                           |       |                            |       |                                                                  |       |                       |
| **2**                                                           | ** ** | **TBA/jl**                     |       |                            |       |                                                                  |       |                       |
| ** **                                                      | ** ** | **7369 - 813**                 | ** ** | **1000 ml Slim**                |       | **[*] / 1000 packs**                                                  |       | Flexoprocess               |
|                                                            | ** ** | **With Recap 3**               |       |                            |       |                                                                  |       |                       |
| Add mats                                                        | ** ** | MPM LS Strip 8856-951-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | IS PEP Strip 8865-967-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | PULL Tab Strip 8729-728-01     |       | Consumption:[*] km / 1000 packs |       | [*] /km                                                               |       |                       |
|                                                            | ** ** | **With Slim Cap**              |       |                            |       |                                                                  |       |                       |
| Add mats                                                        | ** ** | MPM LS Strip 8856-951-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | IS PEP Strip 8865-963-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | PULL Tab Strip 8729-725-01     |       | Consumption:[*] km / 1000 packs |       | [*] /km                                                               |       |                       |
| ** **                                                      | ** ** | ** **                     |       |                            |       |                                                                  |       |                       |
| **3**                                                           | ** ** | **TBA/jl**                     |       |                            |       |                                                                  |       |                       |
| ** **                                                      | ** ** | **7369 - 835**                 | ** ** | **1500 ml Slim**                |       | **[*] / 1000 packs**                                                  |       | Flexoprocess               |
|                                                            | ** ** | **With Recap 3**               |       |                            |       |                                                                  |       |                       |
| Add mats                                                        | ** ** | MPM LS Strip 8856-951-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | IS PEP Strip 8865-967-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | PULL Tab Strip 8729-728-01     |       | Consumption:[*] km / 1000 packs |       | [*] /km                                                               |       |                       |
|                                                            | ** ** | **With Slim Cap**              |       |                            |       |                                                                  |       |                       |
| Add mats                                                        | ** ** | MPM LS Strip 8856-951-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | IS PEP Strip 8865-963-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |
|                                                            | ** ** | PULL Tab Strip 8729-725-01     |       | Consumption:[*] km / 1000 packs |       | [*] /km                                                               |       |                       |
|                                                            | ** ** |                           |       |                            |       |                                                                  |       |                       |
| **NoNo**                                              | ** ** | **Type of packaging material** | ** ** | **Package volume, ml**          | ** ** | **Final price Seller’s warehouse  (TP  factory) EUR, Excl. VAT** | ** ** | **Printing********method** |
| ** **                                                      | ** ** | ** **                     | ** ** | ** **                      | ** ** | ** **                                                            | ** ** | ** **                 |
| **Delivery  from: Tetra Pak Kiev (Ukraine), Moscow (Russia)**   |
| ** **                                                      |
| **4**                                                           | ** ** | **TBA/jl**                     |       |                            |       |                                                                  |       |                       |
| ** **                                                      | ** ** | **7369 - 705**                 |       | **500 ml Slim**                 |       | **[*] / 1000 packs**                                                  |       | Flexoprocess               |
| Add mats                                                        | ** ** | MPM LS Strip 8856-951-01       |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                               |       |                       |

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

6

----

 
| ** **                                     | ** ** | IS PEP Strip 8865-957-01                | ** ** | Consumption:[*] kg / 1000 packs | ** ** | [*] /kg                                                              | ** ** | ** **   |
|------------------------------------------------|------------|-----------------------------------------|------------|---------------------------------|------------|----------------------------------------------------------------------|------------|--------------|
| ** **                                     | ** ** | PULL Tab Strip 8729-724-01              | ** ** | Consumption:[*] km / 1000 packs | ** ** | [*] /km                                                              | ** ** | ** **   |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **Delivery from: Tetra Pak  Arganda (Spain)**  |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **1**                                          | ** ** | **TPA/j  metalized**               |       |                            |       |                                                                 |       |         |
| ** **                                     | ** ** | **7452-602**                            |       | **330 ml Square**               |       | **[*] / 1000 packs**                                                 |       | Flexoprocess |
| Add mats                                       | ** ** | MPM LS Strip 8856-951-01                |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                              |       |         |
| ** **                                     | ** ** | IS PEP Strip 8865-184-01                |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                              |       |         |
| ** **                                     | ** ** | PULL Tab Strip 8729-722-01              |       | Consumption:[*] km / 1000 packs |       | [*] /km                                                              |       |         |
| ** **                                     | ** ** |  OS OPP Strip 8873-149-01          |       | Consumption:[*] kg / 1000 packs |       | [*] /kg                                                              |       |         |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **Delivery from: Tetra Pak  Wrexham (UK)**     |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **1**                                          | ** ** | **TBA/lk**                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| ** **                                     | ** ** | **6815 - 852**                          | ** ** | **2000 ml Slim**                | ** ** | ** **                                                           | ** ** | Flexoprocess |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | **[*] / 1000 packs**                                                 | ** ** | ** **   |
| Add mats                                       | ** ** | MPM LS Strip 8856-951-01                | ** ** | Consumption:[*] kg / 1000 packs | ** ** | [*] /kg                                                              | ** ** | ** **   |
| ** **                                     | ** ** |  IS PEP Strip 8865-967-01          | ** ** | Consumption:[*] kg / 1000 packs | ** ** | [*] /kg                                                              | ** ** | ** **   |
| ** **                                     | ** ** | PULL Tab Strip 8729-728-01              | ** ** | Consumption:[*] km / 1000 packs | ** ** | [*] /km                                                              | ** ** | ** **   |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **Delivery from: Tetra Pak Limburg (Germany)** |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **1**                                          | ** ** | **TPA/lk metalized**                    | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
|                                           | ** ** | **7438 - 811**                          | ** ** | **1000 ml Square**              | ** ** | ** **                                                           | ** ** | Flexoprocess |
|                                           | ** ** | ** **                              | ** ** | ** **                      | ** ** | **[*] / 1000 packs**                                                 | ** ** |         |
| Add mats                                       | ** ** | LS Strip 8856-951-01                    | ** ** | Consumption:[*] kg / 1000 packs | ** ** | [*] /kg                                                              | ** ** |         |
|                                           | ** ** |                                    | ** ** |                            | ** ** |                                                                 | ** ** |         |
| **2**                                          | ** ** | **TPA/jll**                             | ** ** | ** **                      | ** ** | ** **                                                           | ** ** |         |
|                                           | ** ** | **7134 - 811**                          | ** ** | **1000 ml Square**              | ** ** | **[*] / 1000 packs**                                                 | ** ** | Flexoprocess |
| Add mats                                       | ** ** | LS Strip 8856-951-01                    | ** ** | Consumption:[*] kg / 1000 packs | ** ** | [*] /kg                                                              | ** ** | ** **   |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **NoNo**                             | ** ** | **Type of caps**                        | ** ** | **Quality**                     | ** ** | **Final  price Seller’s warehouse (TP factory) EUR, Excl. VAT** |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **Delivery from: Russia**                      |
| ** **                                     | ** ** | ** **                              | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **1**                                          | ** ** | ** SlimCap for TBA 2000 ml, Slim** | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| ** **                                     | ** ** | 8944-002-01 white                       | ** ** | ** **                      | ** ** | **[*] / 1000 pcs.**                                                  | ** ** | ** **   |
| ** **                                     | ** ** |                                    | ** ** | ** **                      | ** ** |                                                                 | ** ** | ** **   |
| **2**                                          | ** ** | **SlimCap for TBA 1000ml, 1500ml Slim** | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| ** **                                     | ** ** | 8944-001-01 white                       | ** ** | ** **                      | ** ** | **[*] / 1000 pcs.**                                                  | ** ** | ** **   |
| ** **                                     | ** ** |                                    | ** ** | ** **                      | ** ** |                                                                 | ** ** | ** **   |
| **3**                                          | ** ** | **StreamCap for TPA 1000ml Sq**         | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| ** **                                     | ** ** | 8958-001-01 white                       | ** ** | ** **                      | ** ** | **[*] / 1000 pcs.**                                                  | ** ** | ** **   |
| ** **                                     | ** ** | 8958-001-38 red                         | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| ** **                                     | ** ** |                                    | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **Delivery from: Sweden, France, Italy**       |
| ** **                                     | ** ** |                                    | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| **1**                                          | ** ** | **ReCap3 for TBA 1000ml**               | ** ** | ** **                      | ** ** | ** **                                                           | ** ** | ** **   |
| ** **                                     | ** ** | 8940-001-01 white                       | ** ** | ** **                      | ** ** | **[*] / 1000 pcs.**                                                  | ** ** | ** **   |

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

7

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| **NoNo**                             | ** ** | **Straw type**                                | ** ** | **Quantity** | ** ** | **Final  price Seller’s warehouse (TP factory) EUR, Excl. VAT** |
|------------------------------------------------|------------|-----------------------------------------------|------------|--------------|------------|----------------------------------------------------------------------|
| ** **                                     | ** ** | ** **                                    | ** ** | ** **   | ** ** | ** **                                                           | ** ** | ** ** |
| **Delivery from: Tetra Pak Moscow  (Russia)**  |
| ** **                                     | ** ** | ** **                                    | ** ** | ** **   | ** ** | ** **                                                           | ** ** | ** ** |
| **1**                                          | ** ** | **U straws, 150mm long, 4 mm diam**           | ** ** | ** **   | ** ** | ** **                                                           | ** ** | ** ** |
|                                           | ** ** | for TBA 200B Code:8775-145-02/03 white/transp | ** ** | 1000 pcs     | ** ** | **[*] / 1000 pcs.**                                                  |
| ** **                                     | ** ** |                                          | ** ** |         | ** ** |                                                                 | ** ** | ** ** |
| **2**                                          | ** ** | **U straws, 150mm long, 4 mm diam**           | ** ** |         | ** ** |                                                                 | ** ** | ** ** |
| ** **                                     | ** ** | for TBA 200B Code:8775-145-57 red-blue-white  | ** ** | 1000 pcs     | ** ** | **[*] / 1000 pcs.**                                                  |
| ** **                                     |
| **Delivery from: Tubex  (Portugal, Thailand)** |
| ** **                                     |
| **1**                                          | ** ** | **T straws, 150mm long,5/6 mm diam**          | ** ** | ** **   | ** ** | ** **                                                           | ** ** | ** ** |
|                                           | ** ** | for TPA 330 Square                            | ** ** | 1000 pcs     | ** ** | **[*] / 1000 pcs.**                                                  |
| ** **                                     | ** ** | Code:8783-919-05 green/ Т15056          | ** ** | ** **   | ** ** |                                                                 | ** ** | ** ** |

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

8

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##### ***ADDENDUM No 1***

 

##### ***TO CONTRACT NoP10-1003 dated December 29, 2009***

**VENDORMANAGED INVENTORY**

**(VMI)**

 

| Moscow |   | 29th of December, 2009 |
|--------|--------|-----------------------------|

 

CJSC “Tetra Pak”, Moscow, hereinafter referred to asthe “Seller”, represented by the VicePresident, Sales Management Winfried Muehlingactingon the basis of the power of attorney No 14-11/104 dated 01.01.2009, on the one part, and

 

ОАО“Wimm-Bill-Dann Beverages”,Ramenskoe, Russia, hereinafter referred to as the “Buyer”, represented byPurchasing Director Lyubimov A.I., acting on the basis of Power of Attorney 149m dd 01.07.2009, on the other part,

 

havesigned this Addendum No.1 (hereinafter referred to as the “**Addendum**”)to Contract No P10-1003 dated 29.12.2009 (hereinafter referred to as **the “Contract”**) as follows:

** **

**1.****             ****VMI PROGRAM**

 

1.1        VendorManaged Inventory Program (“**VMI Program**”)is applied by the Parties with the purpose to improve logistics of the Seller’spackaging material supply by virtue of data sharing on a regular basisregarding the Buyer’s demand in particular SKUs.

 

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

*** ***

***TeraBrick Aseptic 1000 ml Slim***for the following designs:

 

·      LS, Orange

·      LS, Apple

·      LS, Tomato

·      LS, Grape-Peach-Apple

·      LS, Apricot-Grape-Apple

·      LS, Grape-Cherry-Apple

·      LS, Grape-Apple

·      LS, Grape-Strawberry-Apple

·      LS, Grapefruit-Lemon

·      LS, Pineapple

·      LS,Multifruit (w/o vitamins)

·      LS, Red Grape

·      LSGrapefruit-Lemon-Mint (Icy Grapefruit)

·      LSApple-Banana-Pear-Kiwi (Winter Story)

·      LS Lemon Black Tea

·      LS Peach Black Tea

·      LS Lemon Green Tea

·      LS Apple-Carrot with vitamins

·      LSOrange-Apple-Carrot-Lemon with vitamins

·      LS Peach-Orange with vitamins

·      LS Multifruit with vitamins

·      LS Apple-Hips with vitamins

*** ***

***TetraBrik Aseptic 1500 ml Slim***forthe following designs:

·      J7 Orange

·      J7 Tomato

·      J7 Green apple

·      J7 Peach

·      LS Apple-Hips with vitamins

·      LSOrange-Apple-Carrot-Lemon with vitamins

·      LS Multifruit with vitamins

·      LS, Orange

·      LS, Apple

·      LS, Peach-Apple

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

9

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·      LS,Multifruit (w/o vitamins)

 

1.3         Theorder placement procedure for the VMI Program implies that the Seller suppliesto the Buyer the SKUs included in the VMI Program on the replenishment basis,at the same time the Buyer does not need to place separate purchase orders. Thequantity of the packaging material to be supplied is determined according tothe Buyer’s rolling forecast subject to his production needs.

** **

**2.****             ****DELIVERY TERMS**

 

2.1        Asan 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        EveryMonday (before 23:59, Moscow time) the Buyer shall e-mail the following data(Annex 1) to the Seller:

·                  TheBuyer’s calculated weekly consumption per each SKU during each of thesubsequent [*] weeks (“Rolling Forecast), this forecast does not include thedata for a current week; and

 

·                  TheBuyer’s stock level for each SKU included in VMI Program at the end of theprevious week excluding any stock, which the Buyer is not using and in respectof which it has notified the Seller of a claim; and

 

·                  TheBuyer’s actual consumption of each SKU during the previous week.

 

2.3        RollingForecasts are not subject to amendments within the current week. All changesshall be introduced in the following Rolling Forecast.

 

2.4        Accordingto the above data, the Seller effects shipments. SKU deliveries are effectedsubject 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        Everyweek the Seller provides to the Buyer a shipment schedule of each SKU for thefollowing week.

 

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

 

2.7        Onthe Buyer’s demand shipment dates for the following week might be changed butonly subject to early request from the Buyer (not letter than Friday, currentweek till 12:00, Moscow time). In this case the Seller informs the Buyer of thenew shipment dates for the next week not later than that Friday, till 17:00,Moscow time. The changes in shipment schedule for the current week is notallowed.

 

2.8        Transitionalperiod. After the signing of this Agreement (after the VMI Program commences),the Seller stops to accept the Buyer’s orders for SKUs. All orders placedbefore the 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        TheSeller shall supply SKUs with a full truck load unless otherwise stipulatedherein or agreed with the Buyer.

 

2.10  TheSeller shall provide at the Buyer’s production site the agreed minimum stocklevel of packaging material for each SKU, but not more than the maximum leverat any time of this Addendum starting from the first delivery of packagingmaterial under VMI Program.

 

2.11  TheParties hereby agree on minimum and maximum stock levels for each SKU (validfrom the first delivery under VMI Program):

[*]

 

2.12  Theagreed stock levels shall correspond to product safekeeping terms, and deliverytime and conditions (i.e. full truck loads) from the Seller’s warehouse.However the Seller is entitled not to provide full truck loads in case anurgent shipment is required in order to meet the minimum stock level.

 

2.13  Ifat any time the Buyer becomes aware that, on ongoing basis, it requires more orless packaging material of a specific SKU than it has been forecasted, it shallimmediately notify the Seller of the required additional quantity and when andfor how long such amount will be required.

 

2.14  TheSeller obliges to assume all possible measures to avoid the production of suchquantity of packaging material that exceeds the Buyer’s needs due to the suddendecrease of production, cancellation of designs (SKUs), and/or design changes.

 

At the same time, theBuyer shall accept the delivery and pay for the packaging material produced bythe Seller according to such a Rolling Forecast with the maximum [*] quantityand which was provided not earlier than [*] weeks before the Buyer’snotification of design changes or cancellation of VMI Program for certain SKU.

 

2.15  Incases mentioned in par. 2.14 the seller is entitled to effect the deliveries ofpackaging material by equal shipments within [*] weeks after the Buyer’snotification of design changes or cancellation of VMI Program.

 

**3.****            ****DESIGN CHANGES**

 

3.1.      Ifthe Buyer plans to change the current design version of the SKU, he shall giveat least [*] weeks notice in writing to the Seller before the SKU withthe new design will start be using..

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

10

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3.2.      Theabove notification is sent with the Information in par. 2.2. If thenotification is received later, then a [*] period commences from the next Monday.The notification received via e-mail is deemed as delivered to the Seller.

 

3.3.      Incase 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.      Inaccordance with par. 2.14 the Buyer shall accept the delivery and pay for suchpackaging material produced by the Seller in accordance with the RollingForecasts of the Buyer, received before the notification about design changes.The Seller shall to stop order placing with old design version to theconverting factory and also has to stop production of the already placedorders. But the Seller could continue to produce such orders with old designversion for liability fulfillment according i.2.10.

 

**4****               ****LIABILITY.**

**VMI PROGRAM TERMINATION**

 

4.1.     TheBuyer 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.     Ifthe Buyer fails to provide the required information for one week during anyperiod, the Parties shall jointly endeavour 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 two or moreweeks within any period, the Seller shall have the right to withhold the VMIProgram.  The Seller in this case shouldnotify the Buyer in written.

 

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

·    current stock;

·    planned production;

·    stock in transit,

and the Buyer shallaccept the delivery of produced packaging material under par 2.14 and 2.15.

 

4.4.     TheSeller shall be responsible for maintaining quantities of the SKU within theagreed minimum and maximum stock level of the Buyer (par. 2.11) unlessotherwise agreed.

 

4.5.     Wherethe Seller produces a quantity of the SKUs over and above the maximum stocklevel, the Seller shall store such additional quantity at his own premises, orpremises of any third party at his own expense. This paragraph is notapplicable if the Seller supplied packaging material above the maximum stocklevel in order to meet the Buyer’s production needs according to his RollingForecasts as well as in cases mentioned in par. 2.14 -2.15, 3.4.

 

4.6.     Ifat 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 theContract on the price of not-delivered packaging material for each day of delaytill the moment the minimum stock level is provided. Such penalty starts fromthe week that follows the one when the stock level decreased below the minimumlevel provided that this level was not filled up by the Seller till such aweek.

** **

**5.****             ****OTHER TERMS**

 

5.1.           AllContract provisions not included herein, are subject to no alteration.

 

5.2.           TheAddendum becomes effective from 01.01.2010.

 

5.3.           Allagreements, negotiations and correspondence on the contractual issues betweenthe Parties preceding the time of the Addendum signing, become null and voidafter the signing of the Addendum.

 

5.4.           ThisAddendum is drawn up in two equally valid copies and forms the integral part ofthe Contract.

 

 

FOR AND ON BEHALF OF THE SELLER

 
| Date:  | .                                                      |
|--------|--------------------------------------------------------|
|   | (Winfried Muehling, Vice President, Sales  Management) |

 

 

FOR AND ON BEHALF OF THE BUYER

 
| Date:                                | . |
|--------------------------------------|---|
| (Lyubimov A.I., Purchasing  Director |

 

 

| ПРОДАВЕЦ  / SELLER |   | ПОКУПАТЕЛЬ  / BUYER |
|--------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                               |   |                                                                            |
|                                                               |   |                                                                            |

 

11

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