EXHIBIT 10.13
AMENDMENT NO. 4 TO CLASS A SHAREHOLDERS AGREEMENT
This Amendment No. 4 to the Class A Shareholders Agreement is made as
of this 29th day of January, 1997, but is effective as of September 28,
1996, by and between PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a Delaware
corporation (the "Corporation"), and the individual and corporate
shareholders (the "Shareholders") of the Corporation whose signatures
appear in the signature pages hereto.
WHEREAS, the undersigned are all parties to that certain Class A
Shareholders Agreement dated as of April 27, 1987, as amended under
Amendment No. 1 to Class A Shareholders Agreement dated as of July, 1990,
Amendment No. 2 to Class A Shareholders Agreement dated as of November 5,
1993 and Amendment No. 3 to Class A Shareholders Agreement dated as of
August 28, 1995 (hereinafter the "Agreement"); and
WHEREAS, on September 28, 1996, the parties hereto executed a Stock
Option Agreement (the "Option Agreement") whereby all of the current Class
A shareholders of the Corporation granted to ▇▇. ▇▇▇▇▇▇ ▇▇▇ an option to
purchase all 5,000,000 Class A shares of the Corporation for a purchase
price of $1 per share, which option is exercisable within a period of two
(2) years from the date thereof; and
WHEREAS, also on September 28, 1996, the parties hereto executed a
Voting Trust Agreement (the "Voting Trust Agreement") whereby all Class A
shareholders of the Corporation delivered and deposited with ▇▇. ▇▇▇ the
5,000,000 Class A shares of the Corporation in a voting trust, granting
thereby to ▇▇. ▇▇▇ the right to vote said shares in all shareholder
meetings; and
WHEREAS, the Shareholders and the Corporation have determined that it
would be in the best interests of the Corporation and in the best long-term
interests of the Shareholders that the Shareholders maintain their existing
ownership interests in the Corporation during the aforementioned two year
period of time; and
WHEREAS, in consideration of their agreement to maintain their
existing ownership interests for such aforementioned two year period of
time, and in consideration of the agreements set forth in the Option
Agreement and the Voting Trust Agreement, the Corporation and the
Shareholders have agreed to release each other from the restrictions on
transfer contained in the Shareholders Agreement after the expiration of
such aforementioned two year period of time, except for those restrictions
set forth herein, in the Option Agreement (to the extent such Agreement is
still in effect), the Voting Trust Agreement or the Exclusive Bottling
Appointments dated April 27, 1987 (the "EBAs"), between Pepsico, Inc., the
Corporation and the shareholders specified in the EBAs; and
WHEREAS, the parties hereto had reached an agreement in principle as
to the matters set forth herein on or about September 28, 1996, but had
failed to reduce such agreement to writing, and they now wish to do so;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement, as amended.
SECTION 2. The Shareholders and the Corporation agree that,
notwithstanding anything to the contrary in the Shareholders Agreement
(including without limitation Sections 5 through 8 thereof), for a period
beginning on September 28, 1996, and ending on and including September 28,
1998, they will not sell, pledge or otherwise transfer any of their Shares
(which term includes both Class A and Class B shares of the Corporation),
except with the prior written consent of the Corporation. On and after
September 29, 1998, the restrictions on transfer set forth in Sections 3,
4, 5, 6, 7, 8 or 11 of the Shareholders Agreement shall no longer be
applicable; provided, however, that (i) Class A Shares subject to the
Voting Trust Agreement or the Option Agreement (to the extent such
agreement is still in effect) shall continue to be subject to the
restrictions on transfer and other terms of the Voting Trust Agreement and
the Option Agreement, respectively; (ii) all Shares shall be subject to the
restrictions on transfer imposed by applicable law; and (iii) the
Shareholders may not, except at the request of the Corporation, sell or
otherwise transfer any Shares if such sale or transfer would give Pepsico,
Inc. the right to terminate any of the EBAs.
SECTION 3. Promptly after the execution of this Amendment No. 4 the
parties shall negotiate and execute a registration rights agreement in
customary form granting to the Shareholders the right to require the
Corporation to register for resale, at the Corporation's expense, some or
all of the Shares held by one or more Shareholders (provided the number of
Shares to be registered exceeds a specified minimum number of Shares).
SECTION 4. Other than for the amendments herein set forth, the
Agreement, as amended by Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and Amendment No.
3, shall remain in full force and effect, unaltered and unchanged, with the
provisions of this Amendment No. 4 being fully incorporated to the
Agreement and Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and Amendment No. 3.
SECTION 5. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument. This Amendment shall be
effective against and bind any given Shareholder upon the execution of this
Amendment by such Shareholder and the Corporation, notwithstanding that any
other Shareholder may not have executed this Agreement.
IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 4 to
Class A Shareholders Agreement as of the date first above written.
CORPORATION SHAREHOLDERS
___________ ____________
PEPSI-COLA PUERTO RICO
BOTTLING COMPANY
/s/ ▇▇▇▇▇▇▇ ▇. Beach
By: /S/ ▇▇▇▇▇▇ ▇▇▇ /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
______________ _____________________
▇▇▇▇▇▇▇ ▇. Beach (for himself and on
behalf of his wife, ▇▇▇▇▇▇▇▇ ▇. Beach,
and as trustee under Voting Trust
Agreement and attorney-in-fact for the
benefit of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇, Jr.)
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (for himself and as
Trustee under Voting Trust Agreement
dated April 27, 1987, for the benefit of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Investments Limited,
▇▇▇▇ ▇▇▇▇▇▇▇, the ▇▇▇▇ ▇▇▇▇▇▇▇ Trust,
the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust, and the
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust, ▇▇▇▇▇ ▇. and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and
the Estate of ▇▇▇▇▇ ▇'▇▇▇▇▇)
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇ (for herself and as trustee
under Trust Agreement dated , 1993
for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Ltd.
___________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Co-Trustee for the
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Irrevocable Trust
Agreement
/S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustee for the
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Klines Trust
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇, as Co-Trustee of the
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Irrevocable Trust
Agreement
/S/ ▇▇▇▇ ▇▇. ▇▇▇▇
_________________________________________
▇▇▇▇ ▇▇. ▇▇▇▇
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustee of the
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ IGST
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustee of the
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ IGST
/S/ ▇▇▇▇▇ ▇. AND ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (as Trustee under
Voting Trust Agreement dated April 27,
1998 for the benefit of ▇▇▇▇▇▇▇ Family
Investments Limited, the ▇▇▇▇▇▇▇
Education Trust, ▇▇▇▇▇▇ Family
Investments Limited, ▇▇▇▇ ▇. ▇▇▇▇▇▇
IGST, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ IGST, and ▇▇▇▇▇▇▇
▇'▇▇▇▇▇▇)
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, on behalf of the ▇▇▇▇▇▇
Family Investments Limited
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee of the ▇▇▇▇▇
▇. ▇▇▇▇▇▇ IGST
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee of the ▇▇▇▇
▇. ▇▇▇▇▇▇ IGST
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇ as Trustee of the ▇▇▇▇▇▇▇
Education Trust Agreement
/S/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
/S/ LUMIYA INTERNATIONAL, S.A.
_________________________________________
Lumiya International, S.A.
/S/ ▇▇▇▇ DE ▇. ▇▇▇▇▇▇▇▇▇▇▇
_________________________________________
Girasol Enterprises, S.A.
/S/ ▇▇▇▇▇▇ ▇▇▇▇, JR. (CHAIRMAN)
_________________________________________
▇▇▇▇ Financial Corporation
/S/ ▇▇▇▇▇▇ ▇▇▇
_________________________________________
▇▇▇▇▇▇ ▇▇▇
/S/ SUMMER ▇▇▇▇▇▇
_________________________________________
Summer ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/S/ ▇▇▇▇▇ ▇'▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇'▇▇▇▇▇ as Personal Representative
of the estate of ▇▇▇▇▇ ▇'▇▇▇▇▇
__________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
__________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Trustee for the
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust #1
