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EXHIBIT 4(b)(iii) CONFORMED COPY Dated 22 April 2005 BRITANNIA SOFT DRINKS LIMITED INTERCONTINENTAL HOTELS GROUP PLC
ALLIED DOMECQ PLC WHITBREAD GROUP PLC and PEPSICO, INC. BSD IPO AGREEMENT Linklaters One Silk Street
London EC2Y8HQ Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
Ref Stuart Bedford/David Martin




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Table of Contents Contents
    
    
    
    Page1
    
    Interpretation
    
    11.1
    
    Definitions
    
    11.2
    
    Subordinate Legislation
    
    41.3
    
    Modification etc. of Statutes
    
    41.4
    
    Interpretation Act 1978
    
    41.5
    
    References
    
    41.6
    
    Companies Act
    
    51.7
    
    Headings and Recitals
    
    51.8
    
    BSD Joint Venture Agreement
    
    52
    
    PepsiCos Rights as Minority BSD Shareholder
    
    52.1
    
    Board Representation
    
    52.2
    
    Pre-Emption Rights
    
    62.3
    
    Provision of information to PepsiCo director
    
    63
    
    IPO
    
    63.1
    
    Intention to IPO
    
    63.2
    
    IPO Commencement Date
    
    63.3
    
    IPO Conditions
    
    63.4
    
    IPO Period
    
    83.5
    
    Participation and Cooperation in the Conduct of the IPO
    
    93.6
    
    Entitlement to BSD Shares
    
    113.7
    
    Dilutive Events
    
    173.8
    
    Illustrative Shareholdings
    
    183.9
    
    Transfer of title
    
    18
 i




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4
    
    Termination of BSD IPO Agreement
    
    184.1
    
    Termination
    
    184.2
    
    Effect of Termination
    
    185
    
    Termination of BSD Shareholders Agreement
    
    195.1
    
    Termination Events
    
    195.2
    
    Consequences of Termination
    
    195.3
    
    PepsiCo Put
    
    196
    
    Confidentiality
    
    206 1
    
    Definition of Confidential Information
    
    206.2
    
    Confidentiality Undertakings
    
    216.3
    
    Permitted Disclosure
    
    216.4
    
    Notification of Unauthorised Disclosure
    
    217
    
    General Provisions
    
    217.1
    
    Whole Agreement
    
    217.2
    
    Group Interests
    
    227.3
    
    Third Party Rights
    
    227.4
    
    Variation
    
    227.5
    
    Further Assurance
    
    227.6
    
    Notices
    
    227.7
    
    Appointment of Process Agent
    
    237.8
    
    Invalidity
    
    247.9
    
    Counterparts
    
    247.10
    
    Governing Law and Jurisdiction
    
    24Schedule 1 Illustrative Shareholdings
    
    26
 ii




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This Agreementis made on 22 April 2005 between:  (1)
    Britannia Soft Drinks Limitedregistered in England and Wales with company number
47094 having its registered office at Britvic House, Broomfield Road, Chelmsford, Essex,
CM1 1TU (BSD);(2)
    Intercontinental Hotels Group PLCregistered in England and Wales with company
number 4551528 having its registered office at 67 Alma Road, Windsor, Berkshire, SL4
3HD (IHG);(3)
    Allied Domecq PLCregistered in England and Wales with company number 3771147
having its registered office at The Pavilions, Bridgwater Road, Bedminster Down, Bristol,
BS13 8AR (Allied);(4)
    Whitbread Group PLCregistered in England and Wales with company number 29423
having its registered office at CityPoint, 1 Ropemaker Street, London, EC2Y 9HX
(Whitbread); and(5)
    PepsiCo, Inc.,a corporation organised under the laws of the State of North Carolina, with
general offices at 700 Anderson Hill Road, Purchase, New York (PepsiCo). Recitals  (A)
    PepsiCo and Britvic entered into the EBAs and the FPA on 10 March 2004.(B)
    PepsiCo also became a shareholder of BSD on 10 March 2004.(C)
    The Parties entered into the Existing BSD IPO Agreement on 10 March 2004 which, inter
alia,set out their agreement as to PepsiCos rights as a minority shareholder of BSD and
the terms on which the Parties would agree to proceed with an initial public offering and
stock exchange listing of BSD.(D)
    The Parties wish to terminate the Existing BSD IPO Agreement and replace it with this
Agreement. It is agreedas follows:  1
    Interpretation1.1
    Definitions In this Agreement (including the Recitals), unless the context otherwise requires: Accountsmeans the consolidated management accounts of BSD, prepared by BSD on a basis
consistent with the applicable Accounting Policies, for the Financial Conditions Period; Accounting Datemeans the last day of the Accounting Period which immediately precedes
the first Accounting Period before the Announcement Period; Accounting Periodmeans any of the 4 (or occasionally 5) week periods in respect of which
BSD prepares consolidated management accounts; Accounting Policiesmeans the accounting principles, standards, conventions and practices
used in the preparation of BSDs audited consolidated accounts for the year ended 2 October
2004; provided that, to the extent that such principles, standards, conventions and
practices are inapplicable or not used in relation to any item(s) to be included in BSDs
consolidated management accounts for the Financial Conditions Period, 1




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this definition will include those accounting principles, standards, conventions and
practices which would have been applicable or would have had effect on 2 October 2004 in
relation to such item;Admission means the admission of BSD Shares to listing on the Official List of the UKLA,
and to trading on the London Stock Exchanges market for listed securities, in connection
with the IPO;Agreement means this Agreement, as it may be amended or supplemented from time to time,
and includes the Schedules hereto;Announcement Date means the date of public announcement by BSD of the firm intention to
implement the IPO;Announcement Period means the Accounting Period in which the Announcement Date falls;Associated Company means, in relation to a Party, any holding company, subsidiary or any
other subsidiaries of any such holding company;Base Combined Percentage means 9 per cent. of the issued BSD Shares from time to time;Britvic means Britvic Soft Drinks Limited, a company registered in England and Wales with
company number 517211, and having its registered office at Britvic House, Broomfield Road,
Chelmsford, Essex, CM1 1TU;BSD Board means the board of directors of BSD, or any successor entity to BSD, from time
to time;BSD Joint Venture Agreement means the joint venture agreement in relation to BSD between,
inter alia, BSD, IHG, Whitbread and Allied dated 10 February 1986, as amended;BSD Shares means ordinary shares of £1 each in the capital of BSD or, following any scheme
of arrangement or reconstruction effected prior to the IPO in accordance with Clause
3.5.2(ii), the ordinary shares in the holding company of Britvic and its subsidiaries and
fellow subsidiaries in which PepsiCo and the Original BSD Shareholders hold shares and
references to a shareholding in BSD or similar expression will be construed accordingly;BSD Share Offering means the IPO and each Subsequent Offering;Business Day means a day on which clearing banks are ordinarily open for business in both
London and New York;Code means the City Code on Takeovers and Mergers, as from time to time in force;Confidential Information has the meaning given in Clause 6.1;Dilutive Event means any subsequent issue of BSD Shares on a non pre-emptive basis by BSD
following the IPO, including, without limitation, as a result of the exercise of employee
share options or an issue of BSD Shares in consideration for an acquisition;EBAs means the two agreements known as the Exclusive Bottling Appointments, both entered
into on 10 March 2004 between PepsiCo and Britvic and Seven-Up International, a division of
the Concentrate Manufacturing Company of Ireland (an Associated Company of PepsiCo) and
Britvic, respectively; 2




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Existing BSD IPO Agreement means the agreement in relation to the potential IPO of BSD
between the Shareholders and BSD dated 10 March 2004;Final BSD Share Offering means the BSD Share Offering following which each Original BSD
Shareholder holds less than 3% of issued BSD Shares;Financial Conditions Period means the period of 13 Accounting Periods ending on the
Accounting Date;FPA means the agreement known as the Franchise Performance Agreement between Pepsi-Cola
International, Cork (an Associated Company of PepsiCo) and Britvic dated 10 March 2004;Initial Combined Percentage means ninety-five per cent. of the issued BSD Shares as at the
date of this Agreement;Initial Percentage means five per cent. of the issued BSD Shares as at the date of this
Agreement;IPO means the initial public offering of BSD Shares (comprising an offer of BSD Shares for
sale by the Original BSD Shareholders and, if so resolved by the BSD Board, an offer of new
BSD Shares for subscription) and Admission of the BSD Shares;IPO Board means the BSD Board comprising the individuals whom the Shareholders agree,
subject to PepsiCos rights under Clause 2.1, will be the directors of BSD (or any successor
entity of BSD) at the time, and in the event, of Admission;IPO Commencement Date has the meaning specified in Clause 3.2.1;IPO Conditions means the circumstances specified in Clause 3.3;IPO Minimum means such number of shares as is 50 per cent. of the total issued ordinary
share capital of BSD immediately following the IPO (including any new BSD Shares issued in
connection with the IPO);IPO Period has the meaning specified in Clause 3.4;IPO Window has the meaning specified in Clause 3.3;Listing Rules means the Listing Rules made by the UKLA for the purposes of Part VI of the
Financial Services and Markets Act 2000 (as amended or supplemented from time to time);London Stock Exchange means London Stock Exchange plc;Mandatory Offer has the meaning given in Clause 3.6.8;Maximum Percentage means 25 per cent. of the issued BSD Shares from time to time, plus one
share;Official List means the Official List of the UKLA;Original BSD Shareholders means IHG, Allied and Whitbread;Panel means The Panel on Takeovers and Mergers;Parties means the parties to this Agreement; and Party means any one of them;Participating Original BSD Shareholder means any Original BSD Shareholder which is selling
BSD Shares in a BSD Share Offering; 3




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Permitted Subsidiary means, in relation to any Shareholder, any wholly-owned (direct or
indirect) subsidiary of such Shareholder;Reporting Accountants means the accountants engaged, or proposed to be engaged, by BSD to
advise it in connection with the IPO;Requisite Number has the meaning given in Clause 3.6.1(ii);SARs means the Rules Governing Substantial Acquisitions of Shares issued on behalf of the
Panel;Shareholders means the Original BSD Shareholders and PepsiCo;Subsequent Offering means any sale or offering of BSD Shares made by any one or more (as
the case may be) of the Original BSD Shareholders other than a sale made pursuant to Clause
3.6.2(i) and (iii) to (ix);Tropicana means Tropicana United Kingdom Limited, a company registered in England and
Wales with company number 2576034, having its registered office at 1600 Arlington Business
Park, Theale, Reading, RG7 4SA and a wholly owned subsidiary of PepsiCo; andUKLA means the UK Listing Authority or any successor body or authority thereto.1.2
    Subordinate LegislationAny reference to a statutory provision shall include any subordinate legislation made from
time to time under that provision.1.3
    Modification etc. of StatutesReferences to a statute or statutory provision include that statute or provision as from
time to time modified, re-enacted or consolidated.1.4
    Interpretation Act 1978The Interpretation Act 1978 shall apply in this Agreement in the same way as it applies to
an enactment.1.5
    References  1.5.1
    References to Clauses and Schedules are to clauses and schedules of
this Agreement.1.5.2
    References to a Shareholder being a holder of BSD Shares are to such
Shareholder in its capacity as the direct owner of the shares and, where the context
requires, in its capacity as having an indirect interest through ownership by a
Permitted Subsidiary; and holding and holds shall, unless the context otherwise
requires, be interpreted accordingly.1.5.3
    Any phrase introduced by the terms including, include, in particular
or any similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms.1.5.4
    References to any Shareholder, PepsiCo or any Original BSD Shareholder
include, unless the context otherwise requires, Permitted Subsidiaries of such
Shareholder, PepsiCo or Original BSD Shareholder. 4




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1.5.5
    References to any agreement include that agreement as amended or restated
from time to time or, in the case of FPA only, any agreement substituted therefor.  1.6
    Companies Act  1.6.1
    The expressions holding company and subsidiary shall have the meanings
set out in Section 736 of the Companies Act 1985.1.6.2
    The expression equity security shall have the meaning set out in Section
94 of the Companies Act 1985.  1.7
    Headings and RecitalsHeadings and Recitals in this Agreement are included for convenience only and shall be
ignored in construing this Agreement.1.8
    BSD Joint Venture AgreementSave as provided in Clause 7.2.1, if there is any ambiguity or conflict between the
terms of this Agreement and the terms of the BSD Joint Venture Agreement, the terms of this
Agreement shall prevail.2
    PepsiCos Rights as Minority BSD Shareholder2.1
    Board Representation  2.1.1
    From the date of this Agreement until Admission:  (i)
    PepsiCo shall have the right to appoint a director to the BSD
Board and, for the avoidance of doubt, such right shall apply in relation to
appointments by PepsiCo of a non-executive director to the IPO Board;(ii)
    any director appointed by PepsiCo pursuant to Clause 2.1.1 may
be removed by PepsiCo and PepsiCo shall be entitled to appoint another director
in his or her place; and(iii)
    the Original BSD Shareholders shall exercise their rights as
holders of BSD Shares to give effect to the rights of PepsiCo under this Clause
2.1, including taking all such steps as are necessary to ensure that PepsiCos
nominee is appointed to or removed from the BSD Board.(iv)
    if there has been:  (a)
    a non-renewal of the EBAs by PepsiCo;(b)
    a termination of the EBAs by PepsiCo other than
as a result of Britvics breach; or(c)
    a termination of the EBAs by Britvic as a
result of PepsiCos breach,  or, if earlier, notice has been given in respect of any of paragraphs (a)
and (b) above, then PepsiCos rights, and the Original BSD Shareholders
obligations, under Clause 2.1.1 shall cease with immediate effect upon the
occurrence of such event or the giving of such notice and PepsiCo shall
immediately prior to such cessation remove any director it has appointed to
the BSD Board (including, for the avoidance of doubt, any appointee to the
IPO Board). 5




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2.1.2
    At any general meeting of BSD held after Admission at which:  (i)
    a resolution is proposed for the election or re-election (as
the case may be) of a PepsiCo nominee to the BSD Board, each of the Original
BSD Shareholders agrees to exercise any votes it then (directly or indirectly)
holds in favour of the resolution; or(ii)
    a resolution is proposed for the removal of a PepsiCo nominee,
each of the Original BSD Shareholders agrees to exercise any votes it then
(directly or indirectly) holds against such resolution,  unless (in either case) it would not be in the best interests of BSD to do so.  2.2
    Pre-Emption RightsPrior to the time of Admission, the Shareholders shall exercise their rights as holders
of BSD Shares so as to procure that BSD shall not allot equity securities which are to be
wholly paid up in cash unless it has first offered such equity securities in accordance with
Section 89 of the Companies Act 1985.2.3
    Provision of information to PepsiCo directorBSD shall ensure that the director appointed by PepsiCo is sent notice of, and
documents relating to, any meetings of the BSD Board and, where such director is a member,
any meetings of any committee of the BSD Board at the same time as such notice or such
documents are sent respectively to the other members of the BSD Board or the relevant
committee of the BSD Board. Any such notice or documents shall be circulated in accordance
with the provisions of the Articles.3
    IPO3.1
    Intention to IPOThe Parties intend to undertake the IPO and this Clause 3 sets out the conditions to
the IPO and the rights and obligations of the parties in relation to the process for
effecting the IPO.3.2
    IPO Commencement Date  3.2.1
    The BSD Board may resolve at any time that, subject to satisfaction of the
IPO Conditions, BSD shall proceed with preparations for the IPO. Subject to Clause
3.4.2(iii), the date of such resolution shall be the IPO Commencement Date.3.2.2
    The BSD Board shall notify each Shareholder in writing of a resolution
under Clause 3.2.1 within 5 days of the IPO Commencement Date.  3.3
    IPO Conditions  3.3.1
    Subject to the remainder of this Clause 3.3 and Clause 3.4, the IPO may
proceed with an Admission date which is within the period between 1 January 2005 and 31
December 2008 (the IPO Window).3.3.2
    The IPO may not proceed if:  (i)
    the number of BSD Shares to be sold by the Original BSD
Shareholders (including any BSD Shares sold to PepsiCo pursuant to Clauses
3.6.1) and 6




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3.7
    and issued by BSD (in each case) in connection with the IPO would (in
aggregate) be fewer than the IPO Minimum;  (ii)
    PepsiCo has, at any time prior to the Announcement Date, given
a bona fidevalid notice of breach pursuant to clause 6(a) of either EBA;
provided that, if PepsiCo has given such a notice, it will be deemed not to be
effective (for the purposes only of this Clause 3.3.2(ii)) if:  (a)
    the specified breach has been remedied within
90 days of receipt of the notice of breach (the Remedy Period);(b)
    in circumstances where the Remedy Period has
not expired as at the Announcement Date, the BSD Board has passed a
resolution confirming that the specified breach will be remedied within
the Remedy Period; or(c)
    on or before the Announcement Date, PepsiCo has
withdrawn, or agreed to withdraw, such notice.  (iii)
    at the IPO Commencement Date, the FPA has an unexpired term of
less than two calendar years; or(iv)
    either of the following financial tests has not been satisfied:  (a)
    EBITDA/Interest of BSD shall exceed 5.5x where:  (I)
    EBITDA is the profit after
taxation shown in the Accounts with the following charges set out
in the Accounts being added back (or where appropriate deducted):  (A)
    the charge for taxation;(B)
    net Interest payable/receivable;(C)
    any amount attributable to amortisation of goodwill or other
intangible assets and the charge for depreciation of tangible fixed
assets including any impairment charge;  EBITDA shall be adjusted to negate the effects of the
following items (which shall be derived from the Accounts):  (A)
    any profit or loss resulting from the release of unutilised fair value
provisions;(B)
    items treated as extraordinary or exceptional items, as determined by
reference to Financial Reporting Standard 3; and  (II)
    Interest is the amount shown as
net interest charged or received in the Accounts; and  (b)
    Net Debt/EBITDA shall be less than 2.5x where:  (I)
    Net Debt is the net amount of
bank loans, other loans, overdrafts, finance lease payables and
cash (including cash equivalents) and bank balances extracted
from the balance sheet in the Accounts; 7




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(II)
    EBITDA has the meaning given in
Clause 3.3.2(iv)(a)(I),  3.3.3
    BSD shall, as soon as reasonably practicable (but in any event no longer
than 15 Business Days after the Accounting Date), provide to the Shareholders
reasonable evidence in writing (comprising schedules extracting the relevant
information from the BSD management accounts and a confirmation that such schedules
have been prepared on a basis consistent with the Accounting Policies (which shall
hereafter be referred to as the Financial Conditions Submission)) that the financial
conditions specified in Clause 3.3.2(iv) have been satisfied (and BSD shall provide
promptly any further evidence or information reasonably requested by any Shareholder in
relation to the satisfaction of the financial conditions). Any Shareholder may, within
5 Business Days of receipt of the Financial Conditions Submission, give written notice
to each of the other Shareholders and BSD that it is not satisfied that the financial
conditions have been met. If no such notice has been given within the specified period,
the financial conditions shall be deemed to have been satisfied for the purposes of
Clause 3.3. If such notice is given (and not withdrawn prior to the end of the
specified period), BSD shall procure that the Reporting Accountants prepare a written
determination as to whether the financial conditions set out in Clause 3.3.2(iv) have
been satisfied. In providing such determination, the Reporting Accountants will be
acting as an expert, not an arbitrator, and, in the absence of manifest error or fraud,
the determination by the Reporting Accountants will be final and binding on the
Parties.  3.4
    IPO Period  3.4.1
    Subject to the following provisions of this Clause 3.4, the IPO may only
proceed if the date of Admission falls within the period of 12 months from the IPO
Commencement Date (the IPO Period).3.4.2
    If the BSD Board resolves during the IPO Period to discontinue preparations
for the IPO, then that IPO Period shall cease. If the BSD Board subsequently wishes to
resume preparations for the IPO, then:  (i)
    the BSD Board must pass another resolution pursuant to Clause
3.2.1, subject to satisfaction of the IPO Conditions;(ii)
    notice of such resolution must be given to Shareholders
pursuant to Clause 3.2.2; and(iii)
    the date of such resolution shall be the IPO Commencement Date
(and any previous IPO Commencement Date shall cease to be relevant for the
purposes of this Agreement) and a new IPO Period shall commence therefrom.  3.4.3
    If the IPO Period expires before the time of Admission and the BSD Board
wishes to continue with preparations for the IPO, then Clauses 3.4.2(i), (ii) and (iii)
shall apply.3.4.4
    If the BSD Board passes a resolution pursuant to Clause 3.2.1 (including
where such resolution is passed pursuant to Clauses 3.4.2 or 3.4.3) within the 12
months prior to 31 December 2008, then the IPO Period shall be the period from the date
of that resolution to 31 December 2008. 8




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3.5
    Participation and Cooperation in the Conduct of the IPO  3.5.1
    For the duration of the IPO Period, each of the Parties shall co-operate
with the other Parties and their respective financial and other advisers to achieve the
IPO in accordance with the Listing Rules, the rules and regulations of the London Stock
Exchange and other applicable laws and regulation.3.5.2
    For the duration of the IPO Period, and without imposing any obligation to
sell shares in BSD, each of the Shareholders shall, to the extent relevant to such
Shareholder (having regard to its shareholding in BSD, its representation (if any) on
the BSD Board (including, where relevant, the IPO Board) and its role in the process
for implementing the IPO), use all reasonable endeavours to assist BSD in taking all
actions necessary to achieve the IPO including, without limitation, cooperating and
participating as reasonably required to implement, as appropriate, the following
actions:  (i)
    converting BSD into a public limited company;(ii)
    reorganising the share capital structure of BSD (including,
without limitation, insertion of a new holding company by way of an arrangement
or compromise under Section 425 of the Companies Act 1985) provided that,
following such reorganisation, each Shareholder would have rights as a
shareholder in BSD (or any successor entity to BSD) equivalent to those it had
in BSD prior to the reorganisation. PepsiCo acknowledges and agrees that any
reorganisation undertaken prior to Admission in accordance with this Clause
3.5.2(ii) shall not give rise to any breach of or termination right under the
EBA and that the EBA shall be construed accordingly;(iii)
    determining the number of BSD Shares to be offered as is
considered appropriate by the sponsoring bank(s) engaged for the IPO;(iv)
    subject to Clause 2.1, changing the composition of the Board
(such that its composition is appropriate for a company in which the shares are
to be admitted to the Official List and to trading on the London Stock Exchange
(having regard to applicable corporate governance standards)) and procuring
that the director(s) it has nominated enter into appropriate service contracts
or letters of appointment;(v)
    adopting new articles of association appropriate for a listed
company;(vi)
    instructing the Reporting Accountants;(vii)
    meeting the financial reporting requirements set out in the
Listing Rules (for example as to trading history, extracts from audited
accounts of prior years, cash flow and profit forecasts and working capital
report);(viii)
    establishing or amending employee/executive share option schemes and
obtaining relevant Inland Revenue clearance;(ix)
    agreeing with the sponsoring bank(s) the sale/subscription
price of the BSD Shares offered for sale and/or subscription in the IPO;(x)
    carrying out verification of the prospectus and other documents
pertinent to the IPO in respect of which verification is required; 9




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(xi)
    procuring that its appointee, or appointees, to the BSD Board
provide any confirmations or consents which are reasonably necessary to secure
Admission; and(xii)
    entering into any agreements (including any lock-up agreement
reasonably required by the sponsoring bank(s)) or executing any other documents
in connection with the IPO as may reasonably be required by the sponsoring
bank(s) or as may be required by any regulatory authority and on terms
reasonably acceptable to each Shareholder who is a party to such an agreement
or document and in a manner or form that does not create a concert party issue
for the purposes of the Code.  3.5.3
    Notwithstanding Clause 2.1 and the Articles, each of the Shareholders shall
be bound to remove forthwith any director it has appointed to the IPO Board from office
if such director (a Relevant Director) fails or is unable to co-operate promptly with
the IPO process or fails, is unable or delays either to provide any confirmations or
consents necessary or to sign any documents (including, without limitation, a
responsibility statement) reasonably necessary to secure Admission. The Shareholder who
appointed the Relevant Director shall have the right to appoint a replacement therefor;
provided that:  (i)
    such appointment will not disrupt the timetable for the IPO in
the sole opinion of the sponsoring bank(s) acting reasonably; and(ii)
    if such replacement director also fails to co-operate (as
aforesaid) and is removed in accordance with this Clause 3.5.3, such
Shareholder shall forego its rights to make a further appointment to the IPO
Board.  3.5.4
    The Original BSD Shareholders acknowledge and agree that the obligations of
co-operation and assistance imposed upon PepsiCo pursuant to Clauses 3.5.1 to 3.5.3
shall not restrict or modify in any way any rights which PepsiCo may have under the
remaining provisions of this Agreement and under the EBAs and the FPA. PepsiCo
undertakes for the duration of the IPO Period that it shall exercise such rights
(including any purported service of a notice of breach of the EBA expressed to be
pursuant to clause 6 thereof) bona fideand for the sole or predominant purpose of
advancing or protecting its legitimate interests under the EBAs and FPA and not for any
other sole or predominant purpose, including without limitation and by way of example
only, for the purpose of:  (i)
    frustrating or delaying either the IPO or the IPO process; or(ii)
    securing an advantage or a benefit other than an advantage or a
benefit under the EBAs or FPA (or any related agreement) which would or might
accrue to PepsiCo in the ordinary course of events or which may be secured by
PepsiCo by the exercise of its rights thereunder.  3.5.5
    BSD shall use all reasonable endeavours to ensure that any disclosure of
confidential or other commercially sensitive information, whether in the prospectus or
in any announcement or other public document issued by BSD in connection with the IPO,
is no more than is reasonably required in order for BSD, its directors and advisers
(including without limitation the sponsor to BSD) to satisfy their respective
obligations under, or the requirements of: 10




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(i)
    any applicable laws, rules and regulations, regulatory bodies
or courts of competent jurisdiction (including, for the purposes of the UK, the
Financial Services and Markets Act, the Listing Rules, the UKLA, the rules and
regulations of the London Stock Exchange (or any other stock exchange on which
the BSD Shares are to be listed or quoted) and the rules of the Code); or(ii)
    any subsequent enquiry or investigation by any governmental,
official or regulatory body which is lawfully entitled to require any such
disclosure.  3.6
    Entitlement to BSD Shares  3.6.1
    Subject to Clause 3.6.7 and applicable law and regulation (including UKLAs
decision to grant the application for Admission), the rights and obligations of the
Parties to acquire and dispose of BSD Shares, both upon and after the IPO, are set out
below:  (i)
    subject to paragraphs (ii) to (x) below, PepsiCo shall have the
right to acquire at the time of (or, where applicable, by participation in) the
IPO and each Subsequent Offering such number of BSD Shares as would ensure
that, if PepsiCo exercised its rights in full, PepsiCos shareholding in BSD
would increase from the Initial Percentage to the Maximum Percentage whilst the
aggregate shareholding of the Original BSD Shareholders decreases from the
Initial Combined Percentage to the Base Combined Percentage;(ii)
    subject to paragraphs (iv), (v), (vi), (vii) and (ix) below, in
respect of each BSD Share Offering, PepsiCo shall be entitled to acquire, from
the Participating Original BSD Shareholders, in the proportions established
under Clauses 3.6.3 or 3.6.4 or paragraph (vii) below (as the case may
require), up to such number (the Requisite Number) of BSD Shares as would
ensure that, following such BSD Share Offering and acquisition by PepsiCo
(assuming PepsiCo exercises its rights in full), PepsiCos shareholding in BSD
will have increased, as a proportion of the difference between the Initial
Percentage and the Maximum Percentage, to the same extent as the aggregate
shareholding of the Original BSD Shareholders has decreased, as a proportion of
the difference between the Initial Combined Percentage and the Base Combined
Percentage;(iii)
    subject to paragraph (vii), if PepsiCo exercises its rights to
acquire BSD Shares under this Clause 3.6.1, PepsiCo shall acquire and the
Participating Original BSD Shareholders shall sell such BSD Shares and the BSD
Shares so acquired by PepsiCo shall be in addition to any BSD Shares which are
sold by the Participating Original BSD Shareholders in the BSD Share Offering
to persons other than PepsiCo; provided always that, if the Participating
Original BSD Shareholders do not or would not as a result of the sales made or
to be made in the relevant BSD Share Offering hold a sufficient number of
shares to enable PepsiCo to acquire the Requisite Number:  (a)
    in the case of the IPO, PepsiCo shall be
entitled to participate in the IPO to the extent of any shortfall; and 11




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##### 



(b)
    in the case of any Subsequent Offering, the
provisions of paragraph (viii) shall apply.  (iv)
    if PepsiCo elects not to exercise its rights under this Clause
3.6.1 in relation to any BSD Share Offering (or exercises such rights in part
only), PepsiCo shall be treated as if it had exercised its rights in full for
the purposes of determining the Requisite Number for subsequent BSD Share
Offerings pursuant to paragraph (ii) above (and thus shall not be entitled to
make up any shortfall at the time of any Subsequent Offering);(v)
    if PepsiCo elects not to take up its rights in full under any
offer by way of rights made by BSD, then, notwithstanding any rights that would
otherwise arise under paragraph (ii) above, PepsiCo shall not be entitled to
acquire shares under this Clause 3.6.1 in respect of such offer by way of
rights and, for the purposes of determining the Requisite Number for subsequent
BSD Share Offerings pursuant to paragraph (ii) above, PepsiCo shall be treated
as if it had exercised its rights in full;(vi)
    if PepsiCo intends to exercise its rights under this Clause
3.6.1 in connection with any BSD Share Offering, it shall provide written
confirmation to the Original BSD Shareholders as to the number (the Specified
Number) of BSD Shares it will acquire in relation to such offering :  (a)
    in the case of the IPO, three Business Days
prior to the anticipated date of publication of the relevant
prospectus, and PepsiCos confirmation of the Specified Number shall
create a binding obligation on PepsiCo to acquire the Specified Number
of BSD Shares provided that the price per BSD Share is within five per
cent. of the price, or of the upper or lower limit of the price range
notified to PepsiCo by BSD and such price or price range is
subsequently specified in the relevant prospectus provided further
that, if a different price or price range is to be specified in the
relevant prospectus, the Original BSD Shareholders shall notify PepsiCo
forthwith and PepsiCo shall confirm whether or not it wishes to change
the Specified Number; and(b)
    in the case of any Subsequent Offering, within
three Business Days of the date on which notice of the Subsequent
Offering is given to PepsiCo by any one or more of the Participating
Original BSD Shareholders, and PepsiCos confirmation of the Specified
Number shall create a binding obligation on PepsiCo to acquire such BSD
Shares at the price at which the BSD Shares were sold or offered in the
Subsequent Offering; provided that nothing in this Agreement shall
require the Original BSD Shareholders to give prior notice to PepsiCo
of any Subsequent Offering,  provided that in the case of the IPO, if the number of BSD Shares sold by
the Original BSD Shareholders in the IPO is less than originally
anticipated, the Requisite Number and the Specified Number shall be reduced
proportionately; 12




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##### 



(vii)
    without prejudice to Clause 3.6.7:  (a)
    when determining the aggregate shareholding the
Original BSD Shareholders would have following any BSD Share Offering
for the purposes of paragraph (ii) above, any Original BSD Shareholder
who would, following such offering, hold 3 per cent. or less of the
then issued BSD Shares will be deemed to hold precisely 3 per cent. of
the then issued BSD Shares; and(b)
    notwithstanding Clauses 3.6.3 and 3.6.4, if, as
a result of a sale made as part of a BSD Share Offering (or as a result
of a sale to PepsiCo under this Clause 3.6.1), a Participating Original
BSD Shareholder ceases to hold in excess of 3 per cent. of the then
issued BSD Shares (the Minimum Threshold), such Participating
Original BSD Shareholder shall (save as otherwise agreed between the
Participating Original BSD Shareholders) sell no further BSD Shares to
PepsiCo unless there is no other Participating Original BSD Shareholder
who holds in excess of the Minimum Threshold;  (viii)
    subject to paragraph (vii)(b), in relation to any Subsequent Offering in
which any one or more of the Participating Original BSD Shareholder(s) do(es)
not hold a sufficient number of BSD Shares to make up its proportion of the
Requisite Number, PepsiCo may seek to acquire the aggregate shortfall in the
Requisite Number of BSD Shares (the Shortfall Number):  (a)
    by making an offer to acquire the Shortfall
Number from the other Original BSD Shareholder(s) at the price at which
the BSD Shares were sold or offered in the Subsequent Offering; such
offer to be capable of acceptance in whole or in part within three
Business Days by the other Original BSD Shareholders pro ratato their
holding(s) in BSD at the time of such Subsequent Offering (unless the
other Original BSD Shareholder(s) agree between them to sell the
Requisite Number other than on a pro ratabasis); or(b)
    if, and only if, PepsiCo first makes an offer
in accordance with paragraph (a) above and the number of BSD Shares to
be acquired by PepsiCo pursuant to the offer, at the expiry of the
three Business Day acceptance period referred to in paragraph (a) (the
Acceptance Date), is less than the Shortfall Number, by way of market
purchases of BSD Shares for the balance provided that PepsiCos right
to make such market purchases shall cease after a period of seven
Business Days from the Acceptance Date or such longer period as is
necessary to enable PepsiCo to acquire such BSD Shares in compliance
with the SARs;  (ix)
    in relation to any Subsequent Offering, if the number of BSD
Shares to be sold or, offered by the relevant Original BSD Shareholder(s)
constitutes less than 1 per cent. (the Acquisition Threshold) of the issued
BSD ordinary share capital immediately prior to such Subsequent Offering,
PepsiCo shall have no right to acquire any BSD Shares at the time of such
Subsequent Offering, but the Requisite Number of BSD Shares which PepsiCo would
otherwise have been entitled to acquire under paragraph (ii) 13




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##### 



above (the Rolled-up Shares) shall be added to the number of BSD Shares
which PepsiCo would otherwise be able to acquire from the relevant Original
BSD Shareholder(s) at the time of the next Subsequent Offering (the Trigger
Offering) where the number of shares to be sold or offered would be equal
to or exceed the Acquisition Threshold;(x)
    all BSD Shares acquired by PepsiCo pursuant to Clause 3.6.1(ix)
from the Original BSD Shareholders as part of a Trigger Offering shall be
acquired at the price at which BSD Shares are sold or issued in the Trigger
Offering;(xi)
    save as set out in paragraphs (i) to (x) above and Clause
3.7.2, PepsiCo shall not be entitled to acquire BSD Shares (or other equity
securities of BSD) unless:  (a)
    such acquisition is made in connection with or
pursuant to an offer (as defined in the Code) for the ordinary share
capital of BSD made by PepsiCo in accordance with the Code; or(b)
    such acquisition is made pursuant to a
compromise or arrangement under Section 425 of the Companies Act 1985
providing for the acquisition by PepsiCo of more than 50 per cent. of
the ordinary share capital of BSD; or(c)
    such acquisition is made as a result of an
allotment to PepsiCo (pro ratato PepsiCos holding of BSD Shares prior
to the announcement of the offer) of rights to BSD Shares or other
equity securities of BSD under any offer by way of rights made by BSD
or PepsiCo subsequently taking up such rights; and  (xii)
    from the Announcement Date until the date which is the earlier
of (if applicable) the expiry of the IPO Window without the IPO proceeding to
Admission and termination of this Agreement, and subject to Clause 7.2 (but
notwithstanding any other provision of this Agreement), PepsiCo shall not be
entitled to dispose of BSD Shares or any interest in BSD Shares except by way
of:  (a)
    (i) an acceptance of a general offer for the
ordinary share capital of BSD made in accordance with the Code or (ii)
the provision of an irrevocable undertaking to accept such an offer or
(iii) a sale of BSD Shares to an offeror who has announced a firm
intention to make an offer (whether or not subject to a pre-condition)
for all of the ordinary share capital of BSD under Rule 2.5 of the
Code;(b)
    any disposal pursuant to a compromise or
arrangement under Section 425 of the Companies Act 1985;(c)
    any disposal pursuant to scheme of
reconstruction under Section 110 of the Insolvency Act 1986 in relation
to BSD;(d)
    any disposal of nil paid rights in relation to
new BSD Shares allotted to PepsiCo pursuant to an offer by way of
rights made by BSD; and(e)
    any disposal made to satisfy a condition to a
waiver granted by the Panel in respect of a requirement on PepsiCo to
make a Mandatory Offer. 14




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##### 



3.6.2
    Subject to Clause 7.2, no Original BSD Shareholder shall dispose of BSD
Shares or any interest in BSD Shares upon or after the IPO except that this restriction
shall not apply to any disposal made by an Original BSD Shareholder:  (i)
    of BSD Shares in connection with the IPO (including any sale of
BSD Shares to PepsiCo at the time of the IPO made pursuant to Clause 3.6.1) in
accordance with Clause 3.6.3;(ii)
    of BSD Shares in connection with any Subsequent Offering
(including any sale of BSD Shares to PepsiCo at the time of such Subsequent
Offering made pursuant to Clause 3.6.1) in accordance with Clause 3.6.4;(iii)
    of BSD Shares in connection with any Dilutive Event (pursuant
to an offer made by PepsiCo under Clause 3.7.2(i)) in accordance with Clause
3.6.5;(iv)
    of BSD Shares to one or both of the other Original BSD
Shareholders in accordance with Clause 3.6.6;(v)
    of any nil paid rights in relation to new BSD Shares allotted
to such Original BSD Shareholder pursuant to any offer by way of rights made by
BSD;(vi)
    by way of (i) an acceptance of a general offer for the ordinary
share capital of BSD made in accordance with the Code or (ii) the provision of
an irrevocable undertaking to accept such an offer or (iii) a sale of BSD
Shares to an offeror who has announced a firm intention to make an offer
(whether or not subject to a pre-condition) for all of the ordinary share
capital of BSD under Rule 2.5 of the Code;(vii)
    of BSD Shares pursuant to a compromise or arrangement under
Section 425 of the Companies Act 1985;(viii)
    of BSD Shares pursuant to scheme of reconstruction under Section 110 of the
Insolvency Act 1986 in relation to BSD; and(ix)
    of BSD Shares made to satisfy a condition to a waiver granted
by the Panel in respect of a requirement on such Original BSD Shareholder to
make a Mandatory Offer.  3.6.3
    In relation to disposals of BSD Shares to be made by the Original BSD
Shareholders in connection with the IPO (including any sales to PepsiCo pursuant to
Clause 3.6.1), the Original BSD Shareholders shall consult together and each Original
BSD Shareholder shall confirm whether or not it intends to participate in such
disposals (each Original BSD Shareholder intending to participate being an IPO
Participant) and, if there is more than one IPO Participant, each IPO Participant
shall, unless otherwise agreed among them, dispose of their BSD Shares pro ratato
their holdings in BSD prior to IPO.3.6.4
    In relation to disposals of BSD Shares proposed to be made by any Original
BSD Shareholders in connection with any Subsequent Offering (including any sales made
to PepsiCo pursuant to Clause 3.6.1), all such disposals shall be made only: (a)
following expiry or release by the sponsoring bank(s) of any lock-up agreements entered
into by the Original BSD Shareholders at the time of the IPO; and (b) so as to ensure
an orderly market is maintained in BSD Shares. Without prejudice to the foregoing, in
relation to any Subsequent Offering where an Original 15




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##### 



BSD Shareholder is proposing, within any period of 7 days, to dispose of BSD Shares
constituting 1 per cent. or more of the issued ordinary share capital of BSD:  (i)
    such Original BSD Shareholder shall (subject to applicable law
and regulation) notify as soon as is reasonably practicable the other Original
BSD Shareholders of its intention to dispose of any or all of its BSD Shares
and the intended timing of such disposal;(ii)
    following such notification, the Original BSD Shareholders
shall consult in good faith as soon as reasonably practicable (having regard to
the intended timing of the proposed disposal of BSD Shares) in relation to
their participation in, the structure of and the number of BSD Shares to be
offered or disposed of in such Subsequent Offering; and(iii)
    where more than one Original BSD Shareholder confirms its
intention to participate in any such Subsequent Offering (Participating
Shareholders), such Participating Shareholders shall, unless otherwise agreed
between them, only dispose of their shares simultaneously and through the same
selling agent pro ratato their holdings in BSD immediately prior to such
Subsequent Offering.  3.6.5
    In relation to any offer made to the Original BSD Shareholders by PepsiCo
pursuant to Clause 3.7.2(i), each Original BSD Shareholder shall confirm whether or not
it intends to accept the offer (in whole or in part) in respect of its pro ratashare.
If any Original BSD Shareholder confirms it does not intend to accept such offer (or
confirms that it accepts the offer in part only), the other Original BSD Shareholder(s)
shall be entitled to sell further BSD Shares to enable PepsiCo to acquire the balance
(and, if more than one of the other Original BSD Shareholders confirms it intends to
sell further BSD Shares, such sales shall be made on a pro ratabasis unless they
otherwise agree).3.6.6
    If an Original BSD Shareholder wishes to dispose of any BSD Shares to
another Original BSD Shareholder, it shall notify both of the other Original BSD
Shareholders. If, within five Business Days of such notification, each of the other
Original BSD Shareholders confirms an intention to participate in the disposal of such
BSD Shares, they shall, unless they agree otherwise, only be permitted to acquire such
shares pro ratato their holdings in BSD immediately prior to such disposal.3.6.7
    When an Original BSD Shareholders holding of BSD Shares falls to 3 per
cent. or below of the issued BSD Shares (the Minority BSD Shareholder), all the
provisions of this Clause 3.6 (other than Clause 3.6.1(vii)(b)) shall cease to apply to
that Minority BSD Shareholder, so that:  (i)
    the Minority BSD Shareholder may not, save as otherwise agreed
between the Original BSD Shareholders, sell any BSD Shares to PepsiCo unless
and until each Original BSD Shareholder has reduced its holding of BSD Shares
to or below the Minimum Threshold of the issued BSD Shares; and(ii)
    the Minority BSD Shareholder may otherwise dispose of any BSD
Shares held by it to any person other than PepsiCo.  3.6.8
    Notwithstanding any other provision in this Agreement, each party agrees
that it will not make any acquisition of BSD Shares which would give rise to an
obligation of 16




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##### 



another party to make an offer for the equity share capital of BSD under Rule 9.1 of
the Code (Mandatory Offer). If any Shareholder (the Acquiring Shareholder)
acquires (or is treated for the purposes of the Code as having acquired) BSD Shares,
and such acquisition gives rise to a requirement to make a Mandatory Offer, the
following shall apply (without prejudice to any other rights or remedies the other
Shareholders may have in relation to such acquisition):  (i)
    the Acquiring Shareholder shall use all reasonable endeavours
to obtain a waiver from the Panel and shall promptly make all share sales
necessary and take all such other actions as are reasonable to achieve it and,
if no waiver is given, shall have sole responsibility for:  (a)
    making a Mandatory Offer in accordance with the
Code; and(b)
    making available sufficient cash resources to
satisfy full acceptance of such Mandatory Offer; and  (ii)
    the Acquiring Shareholder shall extend the Mandatory Offer to
the other Shareholders.  3.6.9
    For the purposes of this Clause 3.6:  (i)
    acquire includes to purchase, subscribe for, accept an
allotment of, borrow, take options over, take a charge or pledge over or
otherwise acquire any right over or interest in shares or other equity
securities of BSD (and includes an agreement to do any of the foregoing) and
acquisition shall be interpreted accordingly; and(ii)
    dispose includes to sell, lend, sell short, grant options
over, charge, pledge or otherwise dispose of any rights over or interest in
shares (and includes any agreement to do any of the foregoing) and disposal
shall be interpreted accordingly.  3.6.10
    Each Shareholder acknowledges that neither the provisions of this Clause
3.6, nor any other provision of this Agreement, is intended to constitute an
arrangement pursuant to which such Shareholder would be deemed to be acting in concert
with any other Shareholder(s) for the purposes of the Code.  3.7
    Dilutive Events  3.7.1
    Subject to Clauses 3.7.2 and 3.7.3, on the occurrence of a Dilutive Event
PepsiCo shall be entitled to acquire such number of BSD Shares as would ensure that
PepsiCoshareholding in the enlarged share capital of BSD would, if PepsiCo exercised
its rights in full, increase, as a proportion of the difference between the Initial
Percentage and the Maximum Percentage, to the same extent in the aggregate shareholding
of the Original BSD Shareholders has decreased, as a proportion of the difference
between the Initial Combined Percentage and the Base Combined Percentage, as a result
of the Dilutive Event (the Dilutive Acquisition Number).3.7.2
    PepsiCo shall be entitled to acquire up to the Dilutive Acquisition Number
of BSD Shares:  (i)
    by making an offer to acquire such BSD Shares from the Original
BSD Shareholder(s) at the closing middle market price for the BSD Shares on 17




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##### 



the date immediately preceding the making of such offer; such offer to be
capable of acceptance in whole or in part within three Business Days of
receipt of the offer (the Acceptance Date) by the Original BSD
Shareholders pro ratato their holding(s) in BSD immediately following the
Dilutive Event provided that the other Original BSD Shareholder(s) may agree
between them to sell the Dilutive Acquisition Number other than on a pro
ratabasis; or(ii)
    if and only if PepsiCo first makes an offer in accordance with
paragraph (i) above and the number of BSD Shares in respect of which
acceptances have been received by PepsiCo thereunder, is less than the
Dilutive Acquisition Number, be entitled to acquire the balance by way of
market purchases provided that PepsiCos right to make such market purchases
shall cease after a period of seven Business Days from the Acceptance Date or
such longer period as is necessary to enable PepsiCo to acquire such BSD Shares
in compliance with the SARs.  3.7.3
    In relation to each Dilutive Event:  (i)
    with respect to the determination of the Dilution Acquisition
Number, the provisions of Clauses 3.6.1(iv) and (v) shall apply mutatis
mutandis; and(ii)
    the provisions of Clauses 3.6.1(vii) and (ix) shall apply
mutatis mutandis.  3.8
    Illustrative ShareholdingsFor illustrative purposes only, Schedule 1 sets out the relative shareholdings of the
Original BSD Shareholders and PepsiCo as a result of the operation of Clauses 3.6.1(ii) and
(vii) under various scenarios.3.9
    Transfer of titleIn relation to all transfers of BSD Shares made by the Original BSD Shareholders to
PepsiCo pursuant to Clauses 3.6 and 3.7:  3.9.1
    the full legal and beneficial title to such BSD Shares shall be transferred; and3.9.2
    such BSD Shares shall be transferred free from all Encumbrances.  4
    Termination of Existing BSD IPO Agreement4.1
    TerminationNotwithstanding the provisions of Clause 5.2 of the Existing BSD IPO Agreement, each of
the Shareholders and PepsiCo agree that the Existing BSD IPO Agreement shall be terminated
upon the signing of this Agreement.4.2
    Effect of TerminationEach of the Shareholders and BSD hereby mutually releases and discharges each other
party, with effect from the signing of this Agreement, from all obligations, duties,
liabilities, losses or expenses arising out of or in any way connected with any provisions
of the Existing BSD IPO Agreement. 18




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##### 



5
    Termination of this Agreement5.1
    Termination EventsSubject to Clause 5.2, this Agreement shall terminate:  5.1.1
    if Admission occurs within the IPO Window, on the earlier of:  (i)
    the date of completion of the Final BSD Share Offering; or(ii)
    three years after the date of Admission (or, if later, 31
December 2008); or  5.1.2
    if Admission does not occur within the IPO Window, on 31 December 2008 or,
if earlier, the date upon which the BSD Board either resolves that it does not intend
to or determines that it is not practicable to proceed with an IPO within the IPO
Window.  5.2
    Consequences of Termination  5.2.1
    On termination of this Agreement, the provisions of Clause 6
(Confidentiality) and Clause 7 (General Provisions) shall survive termination and, if
termination of this Agreement occurs pursuant to Clause 5.1.2, then Clause 2.1 (Board
Representation) and Clause 5.3 (Put Option) shall also survive termination; provided
that Clause 2.1 shall cease to have effect immediately upon the earlier of:5.2.2
    PepsiCo holding fewer than [613,664] BSD Shares or such other number as is
equivalent taking into account any consolidation, subdivision, reconstruction or
amalgamation of the BSD share capital;5.2.3
    PepsiCo ceasing to hold in excess of 2.5 per cent. of the issued BSD
Shares; and5.2.4
    the occurrence of an event or the giving of a notice of the type referred
to in Clause 2.1.1(iv).  5.3
    PepsiCo Put  5.3.1
    If there has been:  (i)
    a termination of this Agreement under Clause 5.1.2; and(ii)
    a termination of the EBAs by Britvic (other than as a result of
PepsiCos breach) or a non-renewal of the EBAs by Britvic or a termination of
the EBAs by PepsiCo as a result of Britvics breach,  PepsiCo shall have the right to sell, and require BSD to buy (the PepsiCo Put),
all (but not some only) of the BSD Shares held (directly or indirectly) by it (the
PepsiCo Shares) at a price determined in accordance with Clause 5.3.4 below (the
Put Price).5.3.2
    On the satisfaction of the conditions specified in Clauses 5.3.1(i) and
5.3.1(ii), if PepsiCo wishes to sell the PepsiCo Shares, it shall notify BSD, not later
than 5 Business Days following the date on which the later of the two conditions is
satisfied, that it wishes to exercise the PepsiCo Put. Following such notification, the
Put Price shall be determined in accordance with Clause 5.3.4.5.3.3
    PepsiCo shall notify BSD of the Put Price and, following the notification
of such Put Price, the Original BSD Shareholders shall procure that BSD shall acquire
the 19




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PepsiCo Shares from PepsiCo at the Put Price as soon as reasonably practicable after
such notification.5.3.4
    The Put Price for the PepsiCo Shares, for the purposes of Clause 5.3.1,
shall mean a price fixed on the basis of a fair market valuation by agreement between
PepsiCo and BSD at the relevant time or, in the absence of such agreement, by an
independent chartered accountant who is to be appointed by agreement between PepsiCo
and BSD (or, failing agreement on such appointment within 7 days of PepsiCos
notification that it wishes to exercise the PepsiCo Put, such accountant shall be
appointed upon the nomination of the President of the Institute of Chartered
Accountants in England and Wales). Such accountant shall act as an expert not as an
arbitrator and his decision shall, in the absence of fraud or manifest error, be final
and binding on the Parties. For the purposes of determining such fair market valuation,
the valuation shall reflect any change in value of the PepsiCo Shares resulting from
the termination of this Agreement and the termination or non-renewal of the EBAs.5.3.5
    For the avoidance of doubt, where there has been:  (i)
    a termination of this Agreement under Clause 5.1.1;(ii)
    a non-renewal of the EBAs by PepsiCo;(iii)
    a termination of the EBAs by Britvic as a result of PepsiCos
breach; or(iv)
    a termination of the EBAs by PepsiCo other than as a result of
Britvics breach,  then PepsiCo shall have no right, pursuant to Clause 5.3.1, to sell its BSD Shares
to BSD.5.3.6
    In relation to any transfer of BSD Shares made by PepsiCo pursuant to this
Clause 5.3:  (i)
    PepsiCo shall transfer the full legal and beneficial title to
such BSD Shares; and(ii)
    such BSD Shares shall be transferred free from all Encumbrances.  6
    Confidentiality6.1
    Definition of Confidential InformationFor the purpose of this Agreement, Confidential Information:  6.1.1
    includes, but is not limited to, any information and data (of whatever
nature and however recorded or preserved) relating to:  (a)
    the content or existence of this Agreement; and(b)
    any Party, its business or activities and which is disclosed by
the disclosing Party, its representatives or advisers to a receiving Party, its
representatives or its advisers; and 20




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6.1.2
    does not include information which:  (a)
    is within or comes into the public domain (other than as a
result of a breach by the receiving Party or its representatives or advisers of
obligations of confidentiality); or(b)
    a Party obtains from a third party who owes no duty of
confidentiality in respect of such information.  6.2
    Confidentiality UndertakingsEach Party undertakes severally to the other Parties that it shall (and shall use all
reasonable endeavours to procure that its respective employees and agents shall) keep any
Confidential Information strictly confidential and shall use any Confidential Information
exclusively for the purpose of this Agreement, except as permitted under Clause 6.3 below.6.3
    Permitted Disclosure  6.3.1
    Clause 6.2 shall not apply so as to prevent disclosure of Confidential
Information by any Party where:  (a)
    the Party to whom the information is confidential has given
prior written consent to such disclosure;(b)
    such disclosure is required to be made by any relevant listing
authority or stock exchange (or the rules or regulations of such body), or by
law and/or in accordance with an order of a court of competent jurisdiction or
order of a competent governmental body acting with lawful authority; or(c)
    the disclosure is made solely for the use of each Partys
professional advisers under obligations of confidentiality.  6.3.2
    Each of the Parties hereby consents, subject to the following provisions of
this Clause, to the other Parties making a public announcement (in a form agreed to by
all Parties) in relation to the signing of this Agreement, the EBA and the FPA and the
fact that agreement has been reached between them as to the basis on which an IPO may
be effected. The Parties shall consult with a view to agreeing the form of such
announcement provided that, in default of agreement, no Party shall make an
announcement except to the extent that disclosure is required by any relevant listing
authority or stock exchange or by law.  6.4
    Notification of Unauthorised DisclosureEach of the Parties shall inform the other Parties as soon as practicable following any
unauthorised disclosure of Confidential Information of which it is or becomes aware.7
    General Provisions7.1
    Whole AgreementThis Agreement contains the whole agreement between the Parties relating to the subject
matter of this Agreement at the date hereof to the exclusion of any terms implied by law
which may be excluded by contract and supersedes any previous written or oral agreement
between the Parties in relation to the matters dealt with in this Agreement. 21




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7.2
    Group Interests  7.2.1
    Without prejudice, in the case of the Original BSD Shareholders, to the
terms of the BSD Joint Venture Agreement, any Shareholder may transfer any or all of
its BSD Shares to a Permitted Subsidiary and any such Permitted Subsidiary may transfer
any or all of the BSD Shares it holds to its Shareholder or another Permitted
Subsidiary of such Shareholder. The Parties acknowledge and IHG and Allied respectively
confirm that the BSD Shares of the IHG Group are held by its Permitted Subsidiary, Six
Continents Investments Limited, and the BSD Shares of the Allied Group are held by its
Permitted Subsidiary, Allied Domecq Overseas (Canada) Limited. The Parties acknowledge,
and PepsiCo confirms, that the Consideration Shares shall be issued to and held by a
Permitted Subsidiary of PepsiCo.7.2.2
    If at any time any BSD Shares are held by a Permitted Subsidiary of a
Shareholder, such Shareholder shall procure that the Permitted Subsidiary complies with
the terms of this Agreement as if it were subject to the obligations of that
Shareholder and, in the event that such entity is to cease to be a Permitted
Subsidiary, that such Permitted Subsidiary transfers its holding of BSD Shares to the
Shareholder or another Permitted Subsidiary prior to such event occurring.7.2.3
    Each Party undertakes to procure that its ultimate holding company for the
time being, if not already a party to this Agreement, shall become such a party in
addition to the Party, on such terms as the other Parties reasonably require.  7.3
    Third Party RightsA person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, save that this restriction
shall not apply to any Permitted Subsidiary of a Shareholder in respect of any period where
such Permitted Subsidiary is or has been a shareholder of BSD.7.4
    VariationNo variation of this Agreement shall be effective unless in writing and signed by or on
behalf of each of the Parties to this Agreement.7.5
    Further AssuranceAt any time after the date of this Agreement, each Party shall and shall use all reasonable
endeavours to procure that any necessary third party shall execute such documents and do
such acts and things as may be reasonably necessary for the purpose of giving effect to the
provisions of this Agreement.7.6
    Notices  7.6.1
    Any notice or other communication in connection with this Agreement shall
be in writing (a Notice) and shall be sufficiently given or served if delivered or
sent: in the case of BSD to:
    
    Britvic HouseBroomfield RoadChelmsfordEssex, CM1 1TU
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Fax:
    
    01245 504435Attention:
    
    The Company Secretaryin the case of IHG to:
    
    67 Alma RoadWindsor, Berkshire, SL4 3HDFax:
    
    01753 410101Attention:
    
    The Company Secretaryin the case of Allied to:
    
    The PavilionsBridgwater RoadBedminster DownBristol, BS13 8ARFax:
    
    0117 978 5284Attention:
    
    The Company Secretaryin the case of Whitbread to:
    
    City Point1 Ropemaker StreetLondon, EC2Y 9HXFax:
    
    0207 806 5457Attention:
    
    The Company Secretaryin the case of PepsiCo to:
    
    700 Anderson Hill RoadPurchaseNew York 10577Fax:
    
    00 1 194 253 3051Attention:
    
    The General Counsel
  
    or (in any case) to such other address or fax number in the United Kingdom as the
relevant Party may have notified to the others in accordance with this Clause.7.6.2
    Any Notice may be delivered by hand or sent by fax. Without prejudice to
the foregoing, any Notice shall conclusively be deemed to have been received on the
next Business Day in the place to which it is sent, if sent by fax, or at the time of
delivery, if delivered by hand.  7.7
    Appointment of Process AgentPepsiCo irrevocably appoints Wotsits Brands Limited of 1600 Arlington Business Park,
Theale, Reading, Berkshire RG7 4SA as its agent to accept service of process in England in
any legal action or proceedings arising out of or in connection with this Agreement, service
upon whom shall be deemed completed whether or not forwarded to or received by PepsiCo. If
such process agent ceases to be able to act as such or to have an address in England, or if
PepsiCo wishes to replace the process agent, PepsiCo irrevocably agrees to 23




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appoint a new process agent in England reasonably acceptable to the other parties and to
deliver to the parties within 14 days a copy of a written acceptance of appointment by the
process agent. Nothing in this Agreement shall affect the right to serve process in any
other manner permitted by law.7.8
    InvalidityIf any term in this Agreement shall be held to be illegal, invalid or unenforceable, in
whole or in part, under any enactment or rule of law, such term or part shall to that extent
be deemed not to form part of this Agreement, but the legality, validity or enforceability
of the remainder of this Agreement shall not be affected.7.9
    CounterpartsThis Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. Any Party may enter into this
Agreement by executing any such counterpart.7.10
    Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with English law and the
Parties irrevocably agree that the courts of England are to have exclusive jurisdiction to
settle any dispute which may arise out of or in connection with this Agreement, save that
the expert determination procedure in Clause 3.3.3 shall apply to determine whether the
financial conditions specified in that Clause have been satisfied. Executedby the parties on the date set out above. SIGNED for and on behalf ofBritannia Soft Drinks Limitedby PAUL STEPHEN MOODY
    
    PAUL STEPHEN MOODYSIGNED for and on behalf ofInterContinental Hotels Group PLCby RICHARD SOLOMONS
    
    RICHARD SOLOMONSSIGNED for and on behalf ofAllied Domecq PLCby PHILIP BOWMAN
    
    PHILIP BOWMAN
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SIGNED for and on behalf ofWhitbread Group PLCby DAVID RICHARDSON
    
    DAVID RICHARDSONSIGNED for and on behalf ofPepsiCo Inc.by JOANNE AVERISS
    
    JOANNE AVERISS
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Schedule 1
Illustrative Shareholdings  1
    Example to demonstrate the application of Clause 3.6.1(ii) Original BSDShareholders
    
    
    PepsiCo
    
    
    Aggregate%
    
    
    %
    
    
    %Starting point
    
    
    95.00
    
    
    
    5.00
    
    
    
    100.00Subsequent holdings
(taking into account
both the shares
offered to public and
shares sold to
PepsiCo)
    
    
    50.00
    
    
    
    15.47
    
    
    
    65.4740.00
    
    
    
    17.79
    
    
    
    57.7930.00
    
    
    
    20.12
    
    
    
    50.1220.00
    
    
    
    22.44
    
    
    
    42.4410.00
    
    
    
    24.77
    
    
    
    34.779.00
    
    
    
    25.00
    
    
    
    34.00
  2
    Example to demonstrate the application of Clause 3.6.1(vii) IHG
    
    Allied
    
    
    Whitbread
    
    
    Total
    
    
    PepsiCoIf the Original BSD Shareholders
start at:10
    
    
    5
    
    
    
    5
    
    
    
    20
    
    
    
    22.44And then move to:5
    
    
    2.5
    
    
    
    2.5
    
    
    
    10
    
    
    
    n/aDeemed position, taking into account the sales to PepsiCo is:5
    
    
    3
    
    
    
    3
    
    
    
    11
    
    
    
    24.53
 Sold as follows:
    
    IHG
    
    
    Allied
    
    
    Whitbread
    
    
    TotalPepsiCo
    
    
    1.16
    
    
    
    0.47
    
    
    
    0.47
    
    
    
    2.09Public
    
    
    3.84
    
    
    
    2.03
    
    
    
    2.03
    
    
    
    7.91Total
    
    
    5.00
    
    
    
    2.50
    
    
    
    2.50
    
    
    
    10.00
 26