Exhibit 4.2


 


Contract No. P81044


 


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


 


OAO “Wimm-Bill-Dann”, Moscow, Russia,
hereinafter referred to as the “Buyer”, represented by Purchasing Director
Skorobogatov A.V., acting on the basis of Power of Attorney #331dated
17.01.2008, on the other part, have concluded the present contract on the
following:


 


1. SUBJECT OF
THE CONTRACT.


 


1.1. The Seller sells and the
Buyer buys packaging material for packaging of food (milk, juices, milk-
containing and juice-containing food products) together with respective
additional materials (Strips, Caps, Straws and etc.) in accordance with the
Specification (Annex No.1 to the present contract), hereinafter referred to as “the
Goods”, and custom cleared (if applicable) and free from third parties rights
and charges.


 


1.2. Deliveries shall be
fulfilled as per orders placed by the Buyer in accordance with the Annex No. 2.
The orders are placed by the Buyer mainly via e-business electronic system.
Orders may also be placed by fax/e-mail.


 


2. TOTAL
CONTRACT AMOUNT.


 


Approximate amount of the
Contract is EURO 140 000 000 (one hundred forty million), VAT excluded. The
exact amount of the Contract is to be determined according to the actual
deliveries of the Goods.


 


3. PRICE OF
THE CONTRACT.


 


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


· cost of
packaging material ex manufacturing plant stated in the specification (Annex
no.1 to the present contract);


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


 


Contract No. P81044


 


· cost of pallets


 


3.2. In case packaging
material is shipped from TP Moscow factory, the Seller is obliged to prove
transport costs reinvoicing by submitting to the Buyer copies of the invoices
issued to the Seller by the transport companies, if another is not agreed
between parties.


 


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


 


3.4. Price of the Goods
excludes the following:


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


· cost of
insurance ([*]% from the price of
the Goods; added to the price of the Goods, 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 are included in the invoices separately and due for payment by
the Buyer within terms stipulated in the item 4.1 of the present contract.


 


3.6. Price of the Goods and
currency of the contract can be amended by the Seller within validity of the
present contract by written mutual agreement of the Parties.


 


3.7. The Seller should come to
an agreement with the Buyer about the new prices and/or change of currency not
later than [*] before the changes
enter into force.


 


4. QUANTITY
OF GOODS AND TERMS OF PAYMENT.


 


4.1. Payment should be made in
rubles by the bank transfer to the Seller’s account (refer to article 16) in
accordance with the exchange rate of the Central Bank of RF on the date of
writing off the amount from the Buyer’s account. Factura-invoices should be
paid within [*] calendar  days
from the date of its issuing


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


but not earlier than the
delivery of the Goods to the Buyer’s warehouse.


 


4.2. Date of issue of the
factura-invoice can not be earlier than the date of dispatch.


 


4.3. In case the Buyer
breaches payment terms on its fault, the Seller has the right to charge the
penalty on overdue amount on the basis of 20% annual rate for every day of
delay. The Seller should inform the Buyer in written if such penalties are
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 is considered to be agreed
on the terms of the present contract. In the end of each month the parties
shall sign statement of accounts based on actually delivered goods. This
statement forms the ground for final accounts.


 


5. TERMS OF
DELIVERY.


 


5.1. The Goods are to be
delivered to the Buyer’s warehouses by transport of the Seller at the Buyer’s
expense unless otherwise is specified in the order delivery address:


 


OJSC Wimm-Bill-Dann


Russia, 115201, Moscow, 1st Varshavsky proezd, 6


Russia, 127591, Moscow, Dmitrovskoe sh, 108


Russia, 127591, Moscow, Dmitrovskoe sh, 108A


Russia, 121471, Moscow, Ryabinovaya str, 51


 


OJSC WBD branch Timashevsky Dairy


Russia, 352700, Krasnodar region, Timashevsk Gibridnaya
str., 2


 


OJSC WBD branch Ufamolagroprom


Russia, 450038, Ufa, Internatsionalnaya str., 129a


 


OJSC WBD branch Nizhegorodsky Dairy


Russia, 603309, Nizhny Novgorod,  Larina str., 19


 


OJSC WBD branch Vladivostoksky Dairy


Russia, Pervaya Rechka station, Dalnevostochnaya
Railway, station code -981307


 


OJSC WBD branch Sibirskoe Moloko


Russia, Kleshchikha station, West-Siberia Railway,
station code -850204


 


OJSC WBD branch Obninsky Dairy


Russia, Kaluga Region, Obninsk, Kurchatova str., 53


 


OJSC WBD branch Nazarovskoe Moloko


Russia, Achinsk station, Krasnoyarskay Railway


 


OJSC WBD branch Anninskoe Moloko


Russia, 396250, Voronezhskaya oblast, p.g.t. Anna,
Sevastopolskaya str., 4


 


OJSC WBD branch Baltiiskoe Moloko


Russia, 1942921, S-Petersburg, promzona Parnas, 6-Verhny
per., 1


 


OJSC WBD branch EKDP


Russia, 307100, Kursk region, Fatezh area, pos.
Chermoshnoy


 


OJSC WBD branch Manros M


Russia, Omsk-Vostochny station, West-Siberia Railway,
station code — 831203


 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


5.2. Delivery is to be made by
fully-loaded trucks according to the order agreed by the parties, the only
exception being the last shipment.


 


5.3.1. Dispatch of all kinds
of the Goods should be made within [*] working
days, after the Seller receives the official order from the Buyer provided the
Seller has the design - the original proof of technological texts signed and
dated, duly approved by the Buyer.


 


5.3.2. The Seller is obliged
to deliver the Goods during period stipulated in the Annex No4 depending on the
place of dispatch and the place of delivery. Periods of delivery are calculated
from the moment of dispatch of the Goods from the Seller’s factories. In case
if delivery date of Goods is exceeds period of time indicated in p 5.3.1 then
delivery time indicated in Annex 4 should be calculated from the latest date of
dispatch described  in p 5.3.1.


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


5.3.3. Delivery Date,
confirmed by Seller, can not be out of dates, calculated in accordance with
point 5.3.2. In case if delivery date is out of delivery time maximum range,
calculated in accordance with point 5.3.2 and another didn’t agreed between
parties, then delivery date should be the last day, calculated in accordance
with point 5.3.2.


 


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


 


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


 


5.5. In case the Buyer changes
the design during the production of the order already placed and confirmed,
within 24 hours from the receipt of the notification about renewal of design
and stoppage of production of the order with old design, the Seller has to
stop the production of the order with the design to be amended, and the Buyer
is obliged to buy already produced lot of Goods and/or to pay the costs
connected with the preparation of the order for production as per documents
confirming actual costs.


 


5.6. Any changes in the
designs existing at the moment of signing of the present contract as well as
elaboration of new designs are to be made by the


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






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means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


Seller at the terms agreed
upon with the Buyer and stipulated in the separate contract.


 


5.7. In case of delay of
delivery at the Seller’s fault, the Buyer has the right to charge the penalty
on delayed lot of delivery amount on the basis of 20% annual rate for every day
of delay. The Buyer should inform the Seller in written if such penalties are
implemented.


 


5.8. The Buyer shall undertake
the costs of storage of unpaid Goods at the Seller’s warehouse in case of delay
in shipment of the Goods, if such delay occurred due to the Buyer’s fault and
exceeded 7 (seven) calendar days from the maximum dispatch date, calculated in
accordance with points 5.3.1. and 5.3.2. The Seller should provide the Buyer
with the report about the actual storage costs. Storage costs are calculated
starting from 8th calendar day.


 


After 7 (seven) days expire,
the Seller has the right to invoice to the Buyer actually born storage costs
and to dispatch the Goods to the Buyer on the 10th (tenth) day by the Seller’s
transport at the Buyer’s expense with 2 (two) workings days written preliminary
note to the Buyer. In this case the Buyer has to accept the Goods at the Buyer’s
warehouse within 24 (twenty four) hours from the moment of arrival of the truck
to the Buyer’s warehouse provided the date of arrival is a working day.


 


5.9. The Seller shall send to
the Buyer shipment advice immediately after shipment of the truck from the
factory/customs terminal and supply the Buyer with the transport documents for
each shipment lot by fax/e-mail within 48 (forty eight) hours from the
delivery.


 


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


 


5.11. The Buyer shall
compensate to the Seller the costs connected with the demurrage of unloaded


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
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Securities and Exchange Commission


 
















 


Contract No. P81044


 


truck, starting from the day
after the agreed date of arrival of the truck to the address indicated in the
transport documents, on the basis of 150,00 EURO (VAT excluded) per day for the
demurrage of unloaded truck arrived from Tetra Pak factories provided the truck
arrives to the address indicated in the transport  documents not later than 12:00am on the
agreed arrival date.


 


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


 


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


 


5.11.3. In case the truck
arrives to the address, specified in the transport documents, later than the
agreed arrival date, the demurrage cost should be calculated after 48 (forty
eight) hours from the actual time of arrival of the truck to the Buyer’s
warehouse. Actual time of arrival of the truck (date, time) is to be stated by
the Buyer’s representative in the transport documents.


 


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


 


5.12. Delivery date is
considered to be the date of delivery of the Goods to the buyer’s warehouse.
The Buyer shall return to the Seller signed copy of delivery note TORG-12
within 15 (fifteen) days from the date the Seller provides 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 Goods transfers to the Buyer
from the moment of dispatch of the Goods from the Seller’s warehouse to the
forwarder; in case of import delivery of the Goods — from the date of


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






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means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


customs clearance and release
of the Goods for free circulation on RF 
territory.


 


6.
TRANSPORTATION RISK.


 


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


 


6.2. The Seller shall reimburse
to the Buyer all the losses including transportation costs and insurance
occurred due to the damage of the Goods during transportation provided the
Buyer fulfills the terms stated in the article 10.7 of the present contract “Acceptance of the Goods damaged during the
transportation”. The Buyer shall determine the form of reimbursement
by cash or by delivery.


 


7.
REQUIREMENTS TO PAYMENT ORDERS.


 


The Buyer shall specify the
following information when filling in the payment orders for prepayment or payment
according to the invoice:


· Date and number
of the factura-invoice


·  INN


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


· Name of WBD
branch or site, which is performing payment.


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


 


8. PACKING
AND MARKING.


 


8.1. The Goods are to be
dispatched in packing suitable for Iong distance transportation. Each cargo
unit (pallet) is wrapped in polyethylene 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 in polyethylene film.


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






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Contract No. P81044


 


9.2. Pallets with roll-fed
packaging material can be stacked in three rows on top of each other provided
they are separated by the rigid dividers. Pallets with blank packaging material
are prohibited for stacking in more than one row.


 


9.3. Transportation pallets
are irrevocable and its lifetime is limited.


 


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


 


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


 


9.6. Temperature: Permitted
storage temperature is set in a range +10° - +40°C; however before the
production the Goods must pass the adaptation period at the temperature +20° -
+30° C. 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 (if necessary) in the transport documents during
acceptance of the Goods. In case of discrepancy between actually accepted
quantity and quantity declared in the transport document, the Buyer/Consignee
or Carrier shall put the respective remark in the transport  document.


 


10.2. Within 5 (five) calendar
days from shipment date the Seller shall provide the Buyer with facturainvoice
and 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 cargo units of delivered goods is to be made by the Buyer
at the site within 10 (ten) calendar days from the date of the delivery.


 


10.4. In case the Buyer has
any claims as per


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






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means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


quality of delivered Goods or
damages which can not be seen during acceptance, he has the right to submit
these claims to the Seller within 12 (twelve) months from the delivery date
provided all the storage requirements stipulated in the article 9 have been
met. No claims are accepted if the above time is overdue.


 


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


 


10.6. If the quality/quantity
claims are submitted by the Buyer and received by the Seller not later than 12
(twelve) months from the date of delivery of the Goods to the Buyer’s
warehouse, the claimed goods shall be delivered to the Buyer within 30 days
from the date the claim has been accepted. In this case the Seller shall
reimburse to the Buyer the transportation cost and insurance of the
claimed/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 at his own expense
and risk:


· to make the
acceptance of the damaged goods,


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


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


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


· in case of truck
delivery of damaged goods, to put the appropriate remarks in the transport  documents/CMR, to get a signature of the
transport company representative on these transport documents. In case the
transport company representative refuses to sign the transport documents with
the remark of the damage, 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 the commercial certificate about
the damage during unloading the goods. In case it is impossible to make this
certificate during unloading, it has to be issued


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


within the next 24 (twenty
four)  hours. Should the carrier refuses
to make this commercial certificate or this certificate is issued with
mistakes, the consignee is obliged to inform the forwarder in written within 3
days. The letter signed by the railway 
authorities is to serve enough ground for the Seller to receive the
Buyer’s claim for consideration.


 


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


 


11.
INTANGIBLE PROPERTY.


 


11.1. The Buyer releases the
Seller from any obligations towards third parties connected with the orders
illegitimately placed by the Buyer.


 


11.2. Provided the Seller
sticks to agreed signs, indications, texts, drawings and its allocation on the
Goods in accordance with the design color printout stipulated in the article
5.4. of the present contract, the Buyer 
releases the Seller from any responsibility for all the claims and
damages which might be caused by the use or the reproduction of the existing
somebody else’s designs, trademarks, texts or placement in respect of the
provided signs printed on the Goods.


 


11.3. The Seller confirms the
following:


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


 


· the Seller has
obtained all the necessary owner’s permissions for trademark allocation on the
Goods regardless of the design color printout (if applicable), 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 from rights and
charges of third parties;


 


· delivered Goods
are released for free circulation on the Buyer’s territory. In case of breach
of this condition the Seller is obliged to reimburse to the Buyer losses born
by the latter.


 


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


 


12. FORCE
MAJEURE.


 


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


 


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


 


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


 


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


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






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Securities and Exchange Commission


 

















 


Contract No. P81044


 


moment such circumstances
occur.


 


12.5. Should the above period
is violated, the respective party loose the right to refer to such circumstances
as to the ground releasing this party from the responsibility/compensation.


 


13.
ARBITRATION.


 


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


 


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


 


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


 


14.
CONFIDENTIALITY.


 


14.1. The parties hereby
agreed that any information with stamp “confidentially”, transferred by act of
acceptance-transmission on any information carrier transferred or received
within the frame of the present contract or in connection with it, is to be
treated as confidential and shall not be disclosed to third parties without
mutual agreement by the parties, with the exception of public authority demand.


 


14.2. The parties agreed that
in case of consent for the transfer of confidential information to third
parties, the party initiated this transfer is responsible for keeping this
information by third parties as confidential. The parties also bear
responsibility for keeping the confidential information by its staff.


 


14.3. The confidentiality
clause will as well be valid during 3 (three) years after the contract is
terminated.


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


15. OTHER
CONDITIONS.


 


15.1. The contract enters into
force from the date of its signing and is valid within 1 calendar year, i.e.
till December 31, 2008 Termination of the Contract should not release the
parties from the performance of its obligations acting on the date of the
contract termination.


 


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


 


15.3. All the Annexes and
Annexes to the present contract form its integral part.


 


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


 


15.5. Neither party has the
right to assign its obligations and rights under the present contract to any
third party without written consent of the other party.


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


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


 


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


 


15.7. In case of amendments in
the legislation in respect of tax rates, payments shall be effected in


 


 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission


 

















 


Contract No. P81044


 


accordance with the tax rate
valid at the date of factura-invoice and delivery note. In this case VAT shall
be paid at the rate valid on the date of the Seller’s invoice.


 


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


 


16. LEGAL
ADDRESSES OF THE PARTIES.


 


	
  Seller:

  	
  Buyer:

  
	
  CJSC Tetra Pak

  	
  OAO
  “Wimm-Bill-Dann”

  
	
  Address:

  	
  108, Dmitrovskoe sh., 127591, Moscow, Russia

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

  	
  Savings Bank of Russia, Moscow, 6

  
	
  Account:

  	
  Boljshaja Andronyevskaya Street,

  
	
  INN 7706017070

  	
  109544, Moscow, Russia

  
	
  Acc. 40702810900001000943 with ING Bank

  	
  Current account No 40702810038000130059

  
	
  Evrazia Moscow

  	
  INN 7713085659

  
	
  Corr. acc. 30101810500000000222

  	
  OKONKH 81200, 72200, 71500, 18151, 84100

  
	
  BIK 044525222 KPP 774850001

  	
  OKPO 05268977

  
	
  Address of the Bank:

  	
  Corr. acc. 30101810400000000225

  
	
  127473, Moscow, Krasnoproletarskaya st, 36

  	
  BIK 044525225

  



 


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


 


Annex 1: Specification of the
Goods


Annex 2: LQS and Quantity
discounts for packaging material.


Annex 3: Packaging material
claim routine.


Annex 4: Periods of delivery
of the Goods.


Annex 5: Packaging &
additional materials forecast


 


FOR
AND ON BEHALF OF THE SELLER


 


	
  Date:
  01 March 2008

  	
   

  	
  /s/
  (Winfried Muehling Commercial Operations Director)

  



 


FOR
AND ON BEHALF OF THE BUYER


 


	
  Date:
  01 March 2008

  	
   

  	
  /s/
  (Skorobogatov A. V. Purchasing Director)

  



 


	
  THE SELLER

  	
   

  	
  THE BUYER

  
	
   

  	
   

  	
   

  



 






“[*]”
means that certain confidential material has been filed separately with the
Securities and Exchange Commission