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Table of Contents


1. INTERPRETATION			1
2. SALE AND PURCHASE			8
3. CONSIDERATION			8
4. RETENTION			9
5. CONDITIONS			10
6. COMPLETION			12
7. PRE-COMPLETION OBLIGATIONS OF THE SELLERS			15
8. TERMINATION			18
9. ACCESS PRIOR TO COMPLETION			19
10. SELLERS? WARRANTIES			20
11. BUYER?S WARRANTIES			21
12. TAX COVENANT			22
13. LIMITATIONS ON CLAIMS			22
14. NOTICE OF AND CONDUCT OF CLAIMS			22
15. NON-COMPETE AND POST COMPLETION OBLIGATIONS			23
16. CONFIDENTIALITY			24
17. ANNOUNCEMENTS			25
18. ASSIGNMENT			25
19. VARIATION			26
20. WAIVER			26
21. ENTIRE AGREEMENT			26
22. EFFECT OF COMPLETION			26
23. COSTS			26
24. EXCHANGE RATE			27
25. COUNTERPARTS			27
26. NOTICES; POWER OF ATTORNEY			27
27. GOVERNING LAW; ARBITRATION			29
28. LANGUAGE			29
SCHEDULE 1 INFORMATION ABOUT THE COMPANY AND ITS SUBSIDIARIES			31
SCHEDULE 2 DETAILS OF SELLERS, THEIR PARTICIPATION INTERESTS, CONSIDERATION DUE AND PROPORTIONATE LIABILITY			35
SCHEDULE 3 WARRANTIES			36
SCHEDULE 4 LIMITATIONS ON SELLERS? LIABILITY			44
SCHEDULE 5 NEW CHARTER			49
SCHEDULE 6 REAL PROPERTY			74
SCHEDULE 7 TAX COVENANT			83
SCHEDULE 8 UNWINDING DOCUMENTS			89
SCHEDULE 9 MATERIAL ADVERSE EFFECT CERTIFICATE			90
SCHEDULE 10 CAPEX PLAN			92
SCHEDULE 11 WORKS OF ART			93
EXECUTED AS A DEED BY THE PARTIES:			94

THIS AGREEMENT is made on 7 June 2007 between the following parties:

(1)		Sergiy Oleksandrovych Sypko, Olena Mykhalivna Sypko, Oleksiy Sergiyovych Sypko and Andriy Sergiyovych Sypko, each of whom are individuals residing in the Ukraine (the ?Sellers?); and

(2)		PepsiAmericas, Inc., a company incorporated in Delaware and PepsiCo, Inc., a company incorporated in North Carolina (collectively, the ?Buyers?).

		(each a ?Party? and together the ?Parties?).

RECITALS

(A)		Limited Liability Company ?Sandora? (the ?Company?) was registered in the Ukraine on 8 October 1998 with registered number 1511 120 0000 0000 23 and identification number 22430008 and is a limited liability company. Particulars of the Company and its directors are set out in Schedule 1.

(B)		As of the date hereof, the Sellers together hold 10% (ten per cent) of the participation interests in the Company. The remaining 90% (ninety per cent) of the participation interests are held as of the date hereof by Igor Yevgenovych Bezzub, Raimondas Tumenas, Marina Bezzub and Agne Tumenaite (together, the ?Other Participants?).

(C)		The Sellers have agreed to sell and the Buyers have agreed to buy the Participation Interests (as defined below) for the consideration and upon the terms and subject to the conditions set out in this Agreement (the ?Transaction?).

IT IS AGREED as follows:

1.		INTERPRETATION

1.1		In this Agreement, the following expressions have the following meanings:


?Accounts?		means the consolidated audited accounts, prepared in accordance with IFRS, of the Company and the Subsidiaries for the twelve month period ended on the Accounts Date comprising a balance sheet, a profit and loss account, notes and directors? and auditors? reports, a copy of which is attached to the Disclosure Letter;

?Accounts Date?		means 31 December 2006;

?Advisors?		has the meaning given to it in Clause 7.7;

?Advisors Accounts?		has the meaning given to it in Clause 7.7.2;

?Advisory Fees?		has the meaning given to it in Clause 7.7;

?Advisory Fees Notice?		has the meaning given to it in Clause 7.7.2;

?Advisory Fees Portion?		has the meaning given to it in Clause 7.7.3;


?Affiliate?		means in relation to a specified person, any person directly or indirectly controlling, controlled by or under direct or indirect common control with the specified person and shall also include any person who is a director or officer of the specified person or beneficial owner of at least 25% (twenty five per cent.) of any class of the then issued share capital of the specified person, or any entity in which the specified person is a director or officer, or any parent, grandparent, spouse, child, grandchild, or sibling of the specified person (each, a ?family member?), or an entity controlled, directly or indirectly, by a family member;

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