Exhibit 4.2.1


 


Annex
No. 2 to contract No. P81044


 


1. Set-up charges and minimum order size:


 


1.1. Tetra Brik / Tetra Brik Aseptic / Tetra Prizma Aseptic
(juice/milk)


 


Minimum
order size without set-up charge equals to [*] packs.


 


Set-up
Charges for the listed materials must be charged for individual order or
co-print less than [*] packs as a lump sum per printing method:


 


	
  Flexo
  / Flexoprocess

  	
  +
  [*] EURO per order

  
	
  Roto
  / Offset

  	
  +
  [*] EURO per order

  



 


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


In
case of partial deliveries, total amount of set-up charge is to be added to the
first invoice.


 


1.2. Tetra Fino Aseptic


 


Minimum
order size without Low Quantity set-up charge equals to [*] packs.


 


Set-up
charges for the listed materials must be charged for individual order or
co-print less than [*] packs as a lump sum per printing method:


 


	
  Flexo
  / Flexoprocess

  	
  +
  [*] EURO per order

  
	
  Roto
  / Offset

  	
  +
  [*] EURO per order

  



 


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


In
case of the partial delivery with quantity not less than [*] packs, total
amount of set-up charge is to be added to the first invoice.


 


1.3. Tetra Top


 


During
the period 01/03/08 — 31/12/08 minimum order size without Low Quantity Set-up
charges equals to [*] packs.


 


Set-up
Charges for the listed materials must be charged for individual order or
co-print less than [*] packs as a lump sum per printing method:


 


	
  THE
  SELLER

  	
   

  	
   

  	
   

  	
  THE
  BUYER

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 






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


 


1

















 


Annex No. 2 to
contract No. P81044


 


	
  Flexo
  / Flexoprocess

  	
  +
  [*] EURO per order

  
	
  Roto
  / Offset

  	
  +
  [*] EURO per order

  



 


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


In
case of the partial delivery with quantity not less than [*] packs, total
amount of set-up charge is to be added to the first invoice.


 


1.4. Minimum production order size for roll packaging material
— 1 roll.


 


125
ml – minimum 520 000 packs


160 –
300 ml – minimum 370 000 packs


330 –
600 ml – minimum 210 000 packs


750 –
1000 ml – minimum 120 000 packs


over
1000 ml – minimum 80 000 packs


 


2. Low Quantity Surcharges for Blank Packaging Material Tetra
Rex.


 


2.1. Tetra Rex Low Quantity
Surcharge scheme:


 


	
  Order (1000 packs)

  	
   

  	
  Surcharge (EURO / 1000 packs)

  
	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  



 


Low
Quantity Surcharges are based on ordered quantity. When ordering quantities
stipulated in column “Order” a sum of EURO stipulated in column “Surcharge”
should be added to the price.


 


2.2.
Minimum production order size for blank material Tetra Rex equals to 50 000
packs.


 


3. Order Routine for packaging material.


 


3.1.
The term “Single order” should be interpreted as Buyer’s order for production
of certain quantity of packaging material with one approved design.


 


	
  THE
  SELLER

  	
   

  	
   

  	
   

  	
  THE
  BUYER

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 






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


 


2

















 


Annex
No. 2 to contract No. P81044


 


3.2.
The term “Co-print order” should be interpreted as a set of single orders with
designs of similar colors in quantity multiple to:


 


·  4 for factories TP Kiev, TP
Wrexham, TP Lund, TP Izmir, packaging material TBA/m, TFA/m, TBA/j 1000ml Base,
1000ml Slim, 1500ml Slim, 2000ml Slim, TB/m 1000ml and 500ml


 


·  5 for factories TP Kiev,
TP Lund, TP Gorny Milanovec, TP Arganda, TP Limburg, TP Moscow, packaging
material TBA/m 500ml Slim, 1000ml Base, 1000ml Slim, 1000ml Square, 1500ml
Slim, TBA/j 1000ml Slim, 1500ml Slim, TPA/j 1000ml Square, TB/m 500ml Square,
1000ml Square


 


·  6 for factories TP Kiev,
TP Lund, TP Gorny Milanovec, TP Dijon, packaging material TBA/m, TBA/j 200ml
Base, 200ml Slim, 200ml Square


 


·  7 for factories TP Kiev,
TP Lund, TP Wrexham, TP Arganda, packaging material TT/m 150ml Mini,  TPA/m 250ml Square, 330ml Square, TBA/m 200ml
Base, TBA/j 200ml Base, TBA/m 200ml Slim.


 


“Co-print
order” term is valid only for roll-fed material Tetra Brik, Tetra Brik Aseptic,
Tetra Prizma Aseptic, Tetra Fino Aseptic, Tetra Top.


 


3.3.
The order for roll-fed packaging material should be placed in quantity
divisible by one mother reel for respective type of package.


 


3.4.
Single order or co-print order forms an integral part of the present Contract,
should be issued in accordance with enclosed form and should contain the
following information:


 


· customer name;


· product name and design number with indication of plate numbers;


· type/volume of package;


· quantity of ordered material;


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


· place of production of packaging material.


 


3.5.
The order should be sent to the address of


 


	
  THE
  SELLER

  	
   

  	
   

  	
   

  	
  THE
  BUYER

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 






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


 


3

















 


Annex
No. 2 to contract No. P81044


 


Customer
Service Representative (CSR) via e-business electronic system (in most cases)
or, in exceptional cases, via e-mail/fax.


 


3.6.
Within 2 (two) working weeks upon receipt of the order the Seller shall inform
the Buyer by fax or e-mail that the order has been accepted by the factory for
production. The order forms an integral part of the present contract from the
moment the Buyer receives the confirmation from the Seller.


 


3.7.
Should there is no confirmation sent by the Seller, the order is considered
unplaced.


 


4. Launch of new products.


 


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


 


FOR
AND ON BEHALF OF THE SELLER


 


Date:
01 March 2008 ________________________ /s/ (W. 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


 


4
















 


Annex No. 2 to contract No. P81044


 


Sample Production Order Form


 


	
  Ordered
  by

  	
   

  	
  Number of

  design with

  plates

  	
   

  	
  Description of

  design

  	
   

  	
  Format/volume

  	
   

  	
  Quantity

  	
   

  	
  Requested

  ship date

  	
   

  	
  Address of

  recipient

  	
   

  	
  Plant

  
	
  TsMK

  	
   

  	
  34-1497

  	
   

  	
  Domik v derevnye 3% milk

  	
   

  	
  TBA 100g

  	
   

  	
  500 000

  	
   

  	
  20.03.07

  	
   

  	
   

  	
   

  	
  Moscow

  



 


 


	
  THE
  SELLER

  	
   

  	
   

  	
   

  	
  THE
  BUYER

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 






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


 


5