Exhibit 4.3.2


 


ADDENDUM No. 4 TO CONTRACT No. P
81055 dated March 01, 2008


 


VENDOR MANAGED INVENTORY


(VMI)


 


	
  Moscow

  	
  August 25, 2008

  



 


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
Beverages”, Moscow, Russia, hereinafter referred to as the “Buyer”,
represented by Purchasing Director Skorobogatov A.V., acting on the basis of
Power of Attorney #246 dated 01.09.2007, on the other part, have concluded the
present contract on the following:


 


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


 


1.
VMI PROGRAMM


 


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


 


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


 


Tetra
Brick Aseptic 100 ml Slim for the following designs:


 


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


·                  “Lyubimy Sad”, [*]


 


1.3.
The order placement procedure for the VMI Program implies that the Seller
supplies to 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. The quantity of the packaging material to be supplied is determined
according to the Buyer’s rolling forecast subject to his production needs.


 


2.
DELIVERY TERMS


 


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


 


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


 


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


 






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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


2.7.
On the Buyer’s demand shipment dates for the following week might be changed
but only subject to early request from the Buyer (not latter than Friday,
current week till 12:00 Moscow time). In this case the Seller informs the Buyer
of the new 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 not
allowed.


 


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


 


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


 


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


 


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


 


	
   

  	
   

  	
  Min. Q-ty (th. Packs)

  	
   

  	
  Max. Q-ty (th. Packs)

  
	
  Tetra Brik Aseptic, 1000 ml Slim:

  	
   

  	
   

  	
   

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


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


 


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


 






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


 

















 


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


 


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


 


3.
DESIGN CHANGES


 


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


 


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


 


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


 


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


 


4.
LIABILITY. VMI PROGRAM TERMINATION


 


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


 


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


 


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


 


·                  Current stock;


·                  Planned
production;


·                  Stock in transit,


 


And
the Buyer shall accept the delivery of produced packaging material under par
2.14 and 2.15.


 


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


 


4.5.
Where the Seller produces a quantity of the SKUs over and above the maximum
stock level, the Seller shall store such additional quantity at his own
premises, or premises of any third party at his own expense. This paragraph is
not applicable if the Seller supplied packaging materials above the maximum
stock level in order to meet the Buyer’s production needs according to his
Rolling Forecasts as well as in cases mentioned in par 2.14 — 2.15, 3.4.


 


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


 






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


 

















 


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


 


5.
OTHER TERMS


 


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


 


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


 


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


 


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


 


FOR
AND ON BEHALF OF THE SELLER


 


	
  Date:

  	
  /s/
  W. Muehling

  	
   

  



 


FOR
AND ON BEHALF OF THE BUYER


 


	
  Date:

  	
  /s/
  A.V. Skorobogatov

  	
   

  



 






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


 

















 


SAMPLE


 


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


 


Rolling forecast, consumption and stock


 


	
   

  	
   

  	
  Week 15

  
	
  SKU

  	
   

  	
  weeks

  	
   

  	
  Previous week

  production, th.

  packs

  	
   

  	
  Forecasts, th.

  packs

  	
   

  	
  End of previous

  week stock, th.

  packs

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  152007

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  1200

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  162007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  172007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  182007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  192007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  202007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  212007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  222007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  232007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  242007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  252007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  262007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Yabloko

  	
   

  	
  272007

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  152007

  	
   

  	
  400

  	
   

  	
  400

  	
   

  	
  1100

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  162007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  172007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  182007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  192007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  202007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  212007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  222007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  232007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  242007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  252007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  262007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  
	
  Lyubimy Sad
  Apelsin

  	
   

  	
  272007

  	
   

  	
   

  	
   

  	
  400

  	
   

  	
   

  



 


FOR
AND ON BEHALF OF THE SELLER


 


	
  Date:

  	
  /s/
  W. Muehling

  	
   

  



 


FOR
AND ON BEHALF OF THE BUYER


 


	
  Date:

  	
  /s/
  A.V. Skorobogatov

  	
   

  



 






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