8-K

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 27, 2005

(Date of Report)

(Date of Earliest Event Reported)

Central European Distribution Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-24341	54-1865271
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (610) 660-7817

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 27, 2005, we and our wholly-owned subsidiary, Carey Agri International Poland Sp. z o.o., entered into a definitive Share Sale Agreement (“Share Sale Agreement”) with Rémy Cointreau S.A. (“Rémy Cointreau”), Botapol Management B.V., an indirect subsidiary of Rémy Cointreau (“Botapol Management”), and Takirra Investment Corporation N.V. (“Takirra”, together with Rémy Cointreau and Botapol Management, the “Sellers”), whereby we agreed to acquire 100% of the outstanding capital stock of Botapol Holding B.V. (the “Botapol Shares”), which owns 100% of the outstanding capital stock of Bols Sp. z o.o. (“Bols”), Poland’s third largest distiller, and Hillcroft Sp. z o.o. (the “Bols Acquisition”).

Pursuant to the Share Sale Agreement, we agreed to pay to the Sellers a total of $270.0 million as aggregate consideration for the Botapol Shares, of which $5.0 million will be paid in cash to Botapol Management (the “Botapol Payment”), and the remaining $265.0 million will be paid in a combination of cash and shares of our common stock. We have the option of paying between 45% and 55% of the $265.0 million consideration in cash with the remainder payable in shares of our common stock (the “Consideration Shares”), provided that the number of shares that we issue is less than 20% of our total outstanding shares at the time of issuance. If the number of shares of our common stock outstanding at the time of issuance of the Consideration Shares is the same as the total number of shares of our common stock outstanding on June 20, 2005, we may issue a maximum of 3,371,544 shares of our common stock to the Sellers. In that case, the amount of the total cash consideration, including the Botapol Payment, would be $147,882,676. The Botapol Payment is subject to reimbursement based on an agreed share calculation formula as more fully set forth in the Share Sale Agreement. In addition, if the weighted average of the closing price per share of our common stock over the four weeks immediately preceding the first anniversary of the closing of the Bols Acquisition (“Market Value”) is below $32.59 per share, we will pay to the Sellers an additional amount in cash equal to the difference between (A) the total value of the Consideration Shares assuming a price per share of $32.59 and (B) the total value of the Consideration Shares if the price per share were such Market Value.

Under the Share Sale Agreement, Rémy Cointreau and Takirra each have the right to designate one member of our board of directors so long as each owns at least 50% of the original number of shares of our common stock issued to it at the closing of the Bols Acquisition. The Bols Acquisition is subject to the approval of the Office for Protection of Competition and Consumers of the Republic of Poland and other customary conditions.

The foregoing description of the Share Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Sale Agreement, which is filed as Exhibit 2.1 hereto and incorporated into this current report by reference. A copy of our press release announcing the transaction is attached hereto as Exhibit 99.1.

We have agreed to enter into additional agreements with the Sellers or their affiliates on the date of the closing of the Bols Acquisition, including a registration rights agreement, a trademark license agreement, a distribution agreement and a tax indemnity agreement. The form of each of these agreements, which remain subject to completion, are set out as schedules to the Share Sale Agreement. As contemplated by the form of registration rights agreement, attached hereto as Exhibit 10.1, we will grant certain registration rights to Botapol Management and Takirra for the shares of our common stock issued to them and such shares will be subject to a one-year lock-up period. Under the form of trademark license, attached hereto as Exhibit 10.2, a Rémy Cointreau affiliate will grant a perpetual, exclusive, royalty-free, assignable and sub-licensable license to us to use certain trademarks for vodka products in Poland and Russia and to use the name “Bols” as the corporate name for Bols. As contemplated by the form of distribution agreement, attached hereto as Exhibit 10.3, we will act as the exclusive importer and distributor in Poland for the promotion and sales of certain brands owned by Rémy Cointreau. As contemplated by the form of tax indemnity agreement, attached hereto as Exhibit 10.4, the Sellers covenant to indemnify us for certain potential tax liabilities related to Bols and the Bols Acquisition.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
	2.1	Share Sale Agreement, dated June 27, 2005, by and among Rémy Cointreau S.A., Botapol Management B.V., Takirra Investment Corporation N.B., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o.
	10.1	Form of Registration Rights Agreement
	10.2	Form of Trade Mark Licence
	10.3	Form of Distribution Agreement
	10.4	Form of Deed of Tax Covenant
	99.1	Press release, dated June 27, 2005, titled “Central European Distribution Corporation Signs Definitive Stock Purchase Agreement With Rémy Cointreau and Takirra Investment Corp. to Acquire Bols Sp. z o.o., Poland’s Third Largest Distiller”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 1, 2005	Central European Distribution Corporation
	By:	/s/ James Archbold
	Name:	James Archbold
	Its:	Secretary

EX-2.1

Exhibit 2.1

Dated 27 June 2005

REMY COINTREAU S.A.

and

BOTAPOL MANAGEMENT B.V.

and

TAKIRRA INVESTMENT CORPORATION N.V.

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

CAREY AGRI INTERNATIONAL POLAND Sp. z o.o.

SHARE SALE AGREEMENT

relating to the sale of the entire share capital of Botapol Holding B.V.

25 rue de Marignan

75008 Paris

Telephone (33) 1 56 43 56 43

Facsimile (33) 1 43 59 41 96

Ref: Patrick Rignell

Share Sale Agreement

This Agreement is made on 27 June 2005 between:

(1) Rémy Cointreau S.A., a company incorporated in France whose registered office is at rue Joseph Pataa, Ancienne rue de la Champagne, 16100 Cognac, France (“Rémy Cointreau”);

(2) Botapol Management B.V., a company incorporated in the Netherlands whose registered office is at Wattstraat 61, 2723 RB Zoetermeer, the Netherlands (“Botapol Management”);

(3) Takirra Investment Corporation N.V., a company incorporated in the Netherlands Antilles whose registered office is at Fokkerweg 26, Unit 301, Curaçao, Netherlands Antilles (“Takirra” and together with Botapol Management (the “Sellers”));

(4) Carey Agri International Poland Sp. z o.o., a limited liability company organized under the laws of Poland whose registered office is at ul. Bokserska 66a, 02-680 Warszawa, Poland (the “Purchaser”); and

(5) Central European Distribution Corporation, a company incorporated in Delaware whose principal executive office is at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania, United States of America (“CEDC”).

Whereas:

(A) Following initial discussions between Takirra and Purchaser with regard to a potential sale of the Companies to Purchaser, Takirra approached Botapol Management.

(B) In order to secure Botapol Management’s approval of the sale, both Takirra and Purchaser have each agreed (as set out in Clause 3.2.2(i) of this Agreement) that US $5 million of the total purchase price payable for the Shares (as defined below) should be paid exclusively to Botapol Management.

(C) Following the above agreement, the Sellers have agreed to sell the Shares and to assume the obligations imposed on the Sellers under this Agreement;

(D) Rémy Cointreau has agreed to guarantee the performance by Botapol Management, an indirect subsidiary of Rémy Cointreau, of its obligations under this Agreement.

(E) The obligations of the Sellers under this Agreement are several. Accordingly Botapol Management shall not have any liability for the performance by Takirra of its obligations under this Agreement and vice versa.

(F) The Purchaser has agreed to purchase the Shares and to assume the obligations imposed on the Purchaser under this Agreement.

(G) CEDC has agreed to guarantee the performance by the Purchaser, a subsidiary of CEDC, of its obligations under this Agreement.

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It is agreed as follows:

1 Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

1.1 Definitions

“Accounts” means the Polish GAAP audited accounts of Bols and Hillcroft for the year ending 31 December 2004, the French GAAP consolidated accounts of Bols for the year ending 31 March 2005 and the Dutch GAAP audited accounts of Botapol Holding for the year ending 31 March 2005;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Sellers and the Purchaser and signed for identification with such alterations as may be agreed in writing between the Sellers and the Purchaser from time to time;

“Applicable Law” means any national, federal, state, provincial, local, foreign or other law, statute, constitution, ordinance, code, order, edict, decree, rule, regulation, ruling, judgment or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority which is applicable to the Companies on or prior to the Closing Date.

“Bols” means Bols Sp. z o.o., details of which is set out in Part 2 of Schedule 2.

“Botapol Holding” means Botapol Holding B.V., details of which are set out in Part 3 of Schedule 2.

“Botapol Payment” has the meaning given to it in Clause 3.2.4;

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in France, the Netherlands, Poland or the United States of America;

“Business Intellectual Property” means all Intellectual Property which is necessary to conduct the businesses of the Companies as presently conducted in Poland and Russia.

“CEDC EBIT” has the meaning ascribed thereto in Schedule 16;

“Closing” means the completion of the sale of the Shares pursuant to Clause 6 of this Agreement and the Transfer Documents;

“Closing Amount” means the aggregate amounts payable to the Sellers set out in Clauses 3.2.2 and 3.2.4;

“Closing Date” means the date on which Closing takes place;

“Companies” and “Group” means Botapol Holding, Bols and Hillcroft, and “Company” means any one of them;

“Companies EBIT” has the meaning ascribed thereto in Schedule 17;

“Confidentiality Agreement” means the confidentiality agreement dated 17 April 2005 between DELB BV., Takirra and CEDC pursuant to which the Sellers made available to CEDC certain confidential information relating to the Group, and CEDC made available to the Sellers certain confidential information relating to itself;

“Consideration Shares” means the shares of common stock of CEDC with a par value of US$0.01 each (or such other par value of CEDC’s shares of common stock following any consolidation, sub-division, repayment or reduction of capital or other event giving rise to an adjustment of the par value of such common stock hereafter) to be issued and allotted to the Sellers credited as fully paid on Closing in partial satisfaction of the Purchase Price, which Consideration Shares shall have the same par value as CEDC’s existing fully paid shares of common stock and shall rank pari passu with such shares, including the right to receive all dividends and other distributions declared and paid after the Closing Date;

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“Data Room” means the data room containing documents and information relating to the Group made available by the Sellers to the Purchaser, the contents of which are listed in Appendix 1 to the Disclosure Letter;

“Disclosure Letter” means the letter dated hereof from the Sellers to the Purchaser disclosing:

(i) information constituting exceptions to the Sellers’ Warranties; and

(ii) details of other matters referred to in this Agreement;

“DELB BV” means Distilleerderijen Erven Lucas Bols B.V.;

“Encumbrance” means any claim, charge, mortgage, lien, option, pledge, pre-emptive right, right of first refusal or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Environmental, Health and Safety Laws” means any and all Applicable Laws, including legal requirements, obligations, duties, standards and liability and enforcement provisions under strict liability laws relating to the prevention, detection and cleanup of pollution, the discharge of materials into the environment or work place, and damage to property or the environment or injury to persons relating to pollution, the discharge of materials or unsafe work place conditions.

“Escrow Agent” means Linklaters;

“EURIBOR” means the Euro Interbank Offered Rate published on Moneyline Telerate page 248/249 at 11.00 a.m. (CET) for spot value (T+2) at which euro interbank term deposits are offered by one prime bank to another prime bank;

“European Distribution Agreement” means any distribution agreement relating to the exclusive distribution of Bols vodka in any one or more Western and Eastern European countries to be entered into between DELB BV and the Purchaser in the circumstances described in Clause 14;

“First Transfer Document” means the notarial deed of transfer for the Cash Percentage of the Shares to be executed by the Notary in the form set out in Part 1 of Schedule 12;

“Governmental Authority” means any international, national, federal, state, provincial, municipal or local governmental, regulatory or administrative authority, agency, commission, court, tribunal, or arbitral body, whether domestic or foreign.

“Hillcroft” means Hillcroft Limited Sp z o.o., details of which are set out in Part 2 of Schedule 2.

“Indebtedness Statement” means the indebtedness statement to be prepared by the Sellers in accordance with Clause 5.3.5 setting out the amount of indebtedness which will be outstanding on the Closing Date by members of the Sellers’ Groups to the Companies and vice versa.

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, divisions,

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extensions, and re-examinations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all material advertising and promotional materials, (h) all other proprietary rights, and (i) all copies and tangible embodiments thereof (in whatever form or medium);

“knowledge of the Sellers” shall be deemed to mean that which is actually known by Messrs Piet van Leijenhorst, Loes Beukers, Mark Maters, Jean-Marie Laborde, Hervé Dumesny, Marc Lérat, Stéphane Laugery, Jean-Noël Reynaud, Markus Sieger, Jerzy Andrzej Starak, Jackie Brunner, Grzegorz Swiderski and Maciej Dabrowiecki and that which would or should have been known by such persons after reasonable inquiry;

“Losses” means all losses, liabilities, deficiencies, judgments, penalties, fines, damages, (including diminution of value), costs (including without limitation legal costs and costs of investigation, litigation, settlement and judgment), charges, expenses, actions, proceedings, claims and demands;

“Marks” means all trademarks, service marks, certification marks, collective marks, domain names and collective membership marks whether word, logo, or other forms of designations of origin;

“Material Adverse Effect” means any change, effect, circumstance or occurrence that individually or when taken together with all other change, effect, circumstance and occurrence is or is reasonably likely to be materially adverse to (i) the business, properties, assets (including intangible assets), liabilities, condition (financial or otherwise), competitive position, capitalization, prospects, or results of operation of the Companies taken as a whole, (ii) the ability of the Sellers or the Companies to perform their obligations under this Agreement or to consummate timely the transactions contemplated hereby, or (iii) the ability of the Purchaser to conduct the businesses of the Companies after the Closing Date substantially as such businesses are being conducted as of the date hereof;

“Notary” means a civil law notary (nataris) of Allen & Overy LLP Amsterdam;

“Orders” means any orders, judgments, injunctions, awards, decrees or writs handed down, adopted or imposed by any Governmental Authority;

“Ordinary Course of Business” means the ordinary course of business consistent with practice (including with respect to quantity and frequency);

“Permit” means any license, import licenses, export license, franchise, consent, permit, certificate, certificate of occupancy, order, exemption, registration, authorization, approval or registration;

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“Polish Distribution Agreement” means the distribution agreement relating to the exclusive distribution of products of the Rémy Cointreau Group in Poland to be entered into on Closing between the relevant members of the Rémy Cointreau Group and the Purchaser in the form set out in Schedule 8;

“Properties” means the properties set out in Parts 1 and 2 of Schedule 3 and “Property” means any one of them;

“Purchaser’s Group” means CEDC, the Purchaser and its subsidiaries from time to time;

“Purchaser’s Lawyers” means Dickstein Shapiro Morin & Oshinsky LLP of 1177 Avenue of Americas, New York, NY 10036, United States of America;

“Receivables and Payables Statement” means the statement to be prepared by the Sellers in accordance with Clause 5.3.5 setting out the amount of receivables and payables outstanding as at the Closing Date between the Companies on the one hand and the Sellers’ Groups on the other hand.

“Registration Rights Agreement” means the registration rights and lock up agreement to be entered into on Closing between the Sellers and the Purchaser in the form set out in Schedule 11;

“Rémy Cointreau Group” means Rémy Cointreau and its subsidiaries from time to time (other than the Companies);

“Second Transfer Document” means the notarial deed of transfer for the Shares less the Cash Percentage of the Shares to be executed by the Notary in the form set out in Part 2 of Schedule 12;

“Sellers’ Group” means either the Rémy Cointreau Group or the Takirra Group, as the case may be;

“Sellers’ Lawyers” means Linklaters of 25 rue de Marignan, 75008 Paris;

“Sellers’ Warranties” means the several warranties given by the Sellers pursuant to Clause 7 and Schedule 6 and “Sellers’ Warranty” means any one of them;

“Senior Employee” means any employee employed or engaged in relation to the Group on an annual salary (on the basis of full-time employment) in excess of 200,000 Polish zlotys per annum;

“Shares” means all the shares in the capital of Botapol Holding;

“Takirra Group” means Takirra and its subsidiaries from time to time (other than the Companies);

“Taxation” or “Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto;

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“Tax Authority” means any Governmental Authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Tax Indemnity” means the tax deed of covenant to be entered into between Rémy Cointreau, the Sellers and the Purchaser at Closing in the form set out in Schedule 9;

“Tax Return” means any return, declaration, claim for refund, information return or statement (including any schedule, attachment and amendment thereof) filed or required to be filed with any Tax Authority in connection with the determination, assessment or collection of any Tax;

“Trademark Licence” means the exclusive perpetual royalty free trademark licence to use the Bols vodka trademark for the manufacture, marketing and sale of Bols vodka to be entered into between DELB BV (or such other member of the Rémy Cointreau Group as may be nominated by Rémy Cointreau and whose obligations shall be guaranteed by DELB BV) and the Purchaser at Closing in the form set out in Schedule 10;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Transfer Documents, the Tax Indemnity, the Trademark Licence, the Polish Distribution Agreement, the European Distribution Agreement and the Zubrowka Distribution Agreement, the Registration Rights Agreement and any other agreements entered into between the parties in accordance with the terms of this Agreement;

“Transfer Documents” means the First Transfer Document and the Second Transfer Document;

“VAT” means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) the Directive 77/338/EEC and outside the European Union any Taxation levied by reference to added value or sales;

“WTK Soplica” means Stadnina Koni Maciukiewicz Spólka z organiczona odpowiedzialnoscia (formerly know as WTK Soplica) with its registered office in Nowecin, Pomorskie Voivodship, entered in the commercial register of the Polish Court Register under no. KRS 0000054947;

“Zubrowka Distribution Agreement” means the distribution agreement relating to the exclusive distribution of Zubrowka vodka in the United States of America to be entered into in the circumstances described in Clause 15 between the Purchaser and Rémy Amérique or such other member of the Rémy Cointreau Group as Rémy Cointreau may nominate.

1.2 Several Liabilities of the Sellers

Each Seller shall only have rights and liabilities (including in relation to payment) under or in relation to any breach of this Agreement, the Transfer Documents or the Tax Indemnity on a several basis and references to “Sellers” shall be construed accordingly.

1.3 Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

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1.4 References to persons and companies

References to:

1.4.1 a person include any company, partnership or unincorporated association (whether or not having separate legal personality); and

1.4.2 a company include any company, corporation or any body corporate, wherever incorporated.

1.5 References to subsidiaries and holding companies

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

1.5.1 holds a majority of the voting rights in it;

1.5.2 is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

1.5.3 is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

1.5.4 has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.

1.6 Schedules etc.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

1.7 Legal Terms

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

1.8 Currency Conversion

Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date.

For the purposes of this Clause:

“Conversion Rate” means the spot closing mid-point rate for a transaction between the two currencies in question on the Relevant Date as quoted by Telerate or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted; and

“Relevant Date” means, save as otherwise provided in this Agreement, the date on which a payment is to be made in accordance with this Agreement, the Transfer Documents or the Tax Indemnity.

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2 Agreement to Sell the Shares

2.1 Sale and Purchase of the Shares

2.1.1 On and subject to the terms of this Agreement and the Transfer Documents the Sellers (each as to the Shares set out against its name in Schedule 1), hereby sell, and:

(i) the Purchaser hereby purchases the Cash Percentage of the Shares; and

(ii) CEDC hereby purchases the Shares less the Cash Percentage of the Shares.

2.1.2 The Shares shall be sold free from all Encumbrances and together with all rights and advantages attaching to them as at Closing (including, without limitation, the right to receive all dividends or distributions declared, made or paid on or after Closing).

2.2 Transfer Documents

2.2.1 On Closing, the Sellers and the Purchaser shall execute the First Transfer Documents, and on the immediately following Business Day, the Sellers and the Purchaser shall then execute the Second Transfer Document. The Parties shall procure that Botapol Holding shall acknowledge the transfer of the Shares by signing the Transfer Documents.

2.2.2 The Notary is a civil law notary with Allen & Overy LLP, who is advising the Seller. The Purchaser acknowledges that it is aware of the provisions of the Ordinance Containing Rules of Professional Conduct and Ethics (Verordening beroeps - en gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariële Beroepsorganisatie). The Purchaser acknowledges and agrees that Allen & Overy LLP may advise and act on behalf of the Sellers and its Affiliates with respect to this Agreement, and any agreements and/or any disputes related to or resulting from this Agreement.

3 Purchase Price

3.1 Purchase Price

3.1.1 The aggregate consideration for the purchase of the Shares (the “Purchase Price”) under this Agreement and the Transfer Documents shall be an amount equal to the sum of US$265,000,000 (Two Hundred and Sixty Five Million Dollars).

3.1.2 The consideration shall be paid by the Purchaser and CEDC to the Sellers in accordance with Clauses 3.2 and 6.3.

3.2 Purchase Price to be satisfied in Cash and Shares

3.2.1 At the election of the Purchaser, between 45 and 55 per cent. (such percentage being the “Cash Percentage”) of the Purchase Price (the “Cash Price”) shall be satisfied by the payment in US dollars in immediately available funds to the Sellers on Closing. The Purchaser shall notify the other Parties and the Notary no later than five Business Days prior to Closing of the Cash Percentage.

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3.2.2 The Cash Price shall be paid to the Sellers in the following proportions:-

(i) The Purchaser shall pay Botapol Management on Closing (the “Botapol Management Cash Price”) US$5,000,000 plus 50% of the Cash Percentage x US$260,000,000;

(ii) The Purchaser shall pay Takirra (the “Takirra Price”) on Closing 50% of the Cash Percentage x US$260,000,000;

The balance of the Purchase Price (the “Share Price”) shall be satisfied by the issue on Closing to the Sellers of such number of Consideration Shares as is obtained by dividing the Share Price by $36.22 (the “Issue Price”); provided, however, that the Share Price and the Cash Price shall be adjusted, if necessary, so that the total number of Consideration Shares issued at Closing shall not exceed 19.99% of the issued and outstanding shares of common stock of CEDC immediately prior to Closing.

3.2.3 The Purchaser shall notify the Sellers of the Cash Percentage five Business Days prior to Closing.

3.2.4 In addition, on Closing the Purchaser shall pay US$5,000,000 (the “Botapol Payment”) to Botapol Management in order to protect Botapol Management against fluctuations in the Purchaser’s share price (which payment may be subject to partial or total reimbursement in accordance with the provisions of Clause 13).

3.3 Adjustments to Purchase Price

3.3.1 If any payment is made by any Seller to the Purchaser or CEDC (other than interest payable under Clause 17.14) in respect of (i) any claim for any breach of this Agreement or the Transfer Documents or pursuant to an indemnity under this Agreement or under the Tax Indemnity, or (ii) pursuant to Clauses 12 and 13 hereof, such payment(s) shall be considered, for all Tax purposes, as a reduction of the Purchase Price paid by the Purchaser and CEDC for the particular Shares to which the payment and/or claim relates under this Agreement, and the Purchase Price shall be deemed to have been reduced by the amount of such payment.

3.3.2 If any payment is made by the Purchaser or CEDC to any Seller (other than interest payable under Clause 17.14) in respect of (i) any claim for any breach of this Agreement or the Transfer Documents or pursuant to an indemnity under this Agreement or under the Tax Indemnity, or (ii) pursuant to Clause 11 hereof, such payment(s) shall be considered, for all Tax purposes, as an increase in the Purchase Price paid by the Purchaser or CEDC for the particular Shares to which the payment and/or claim relates under this Agreement and the Purchase Price shall be deemed to have been increased by the amount of such payment.

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4 Conditions

4.1 Conditions Precedent

4.1.1 The respective obligations of each party to sell and purchase the Shares contained in Clause 2.1 are conditional upon satisfaction of the following conditions, or their satisfaction subject only to Closing:

(i) The President of the Office of Competition and Consumer Protection of the Republic of Poland (the “President of the OCCP”) granting consent for the acquisition by the Purchaser of the Shares, or the lapse of the statutory period during which the President of the OCCP should issue its merger control decision;

(ii) The Rémy Cointreau Group being authorised by the holders of the Rémy Cointreau’s 6 ¹/2% Notes due 2010 to sell the Shares and enter into the Transaction Documents.

(iii) All consents, approvals and waivers from third parties required in order to sell the Shares free from Encumbrances and to execute, deliver and perform the Transaction Documents shall have been obtained.

4.1.2 The obligations of the Purchaser to purchase the Shares contained in Clause 2.1 are conditional upon satisfaction of the following condition, or its satisfaction subject only to Closing:

(i) The Sellers shall have performed or complied in all material respects with the covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date (including their obligations under Clause 6.2).

4.1.3 The obligations of the Sellers to sell the Shares contained in Clause 2.1 are conditional upon satisfaction of the following condition, or its satisfaction subject only to Closing:

(i) The Purchaser shall have performed or complied in all material respects with the covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date (including its obligations under Clause 6.2).

4.2 Responsibility for Satisfaction

4.2.1 Rémy Cointreau shall use its best endeavours to ensure the satisfaction of the conditions set out in paragraphs (ii) and (iii) of Clause 4.1.1 and Clause 4.1.2, Takirra shall use its best endeavours to ensure the satisfaction of the conditions set out in paragraph (iii) of Clause 4.1.1 and Clause 4.1.2 and the Purchaser and CEDC shall use their best endeavours to ensure the satisfaction of the conditions set out in paragraph (i) of Clause 4.1.1 and Clause 4.1.3.

4.2.2 Without prejudice to Clause 4.2.1, the parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Sellers and the Purchaser in consultation with each other and the Sellers and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other.

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4.3 Non-Satisfaction/Waiver

4.3.1 The party responsible for satisfaction of each condition in Clause 4.2 shall give notice to the other parties of the satisfaction of the relevant conditions within two Business Days of becoming aware of the same.

4.3.2 The Purchaser may at any time waive in whole or in part and conditionally or unconditionally the conditions set out in paragraph (iii) of Clause 4.1.1 and Clause 4.1.2 by notice in writing to the Sellers.

4.3.3 The Sellers may at any time waive in whole or in part and conditionally or unconditionally the condition set out in Clause 4.1.3 by notice in writing to the Purchaser.

4.3.4 If the conditions in Clause 4.1 are not satisfied or waived on or before 31 January 2006, this Agreement (other than Clauses 1, 16 and 17.5 to 17.20) shall lapse and no party shall have any claim against any other under it, save for any claim arising from breach of any obligation contained in Clause 4.2.

5 Pre-Closing

5.1 Sellers’ Obligations in Relation to the Conduct of Business

Each of the Sellers undertakes to use their reasonable endeavours to procure that between the date of this Agreement and Closing each Company:

5.1.1 shall carry on its business as a going concern in the Ordinary Course of Business, (including preserving the Companies’ business organization, retaining the services of the current officers and key employees of the Companies, and maintaining relationships with the Companies’ customers and suppliers) save in so far as agreed in writing by the Purchaser (such consent not to be unreasonably withheld or delayed);

5.1.2 without prejudice to the generality of Clause 5.1.1, the Sellers shall permit a designee of the Purchaser to observe all of the financial and operational matters of the Companies and shall not, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), permit the Companies to:

(i) amend the Companies’ organizational documents;

(ii) enter into any agreement or incur any commitment involving any capital expenditure in excess of US$25,000 per item or US$100,000 in the aggregate;

(iii) enter into or amend any agreement or incur any commitment which is not capable of being terminated without compensation at any time with twelve months notice or less and which involves or may involve total annual expenditure in excess of US$25,000 per item or US$100,000 in the aggregate;

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(iv) acquire or dispose of, or agree to acquire or dispose of, any asset, involving consideration, expenditure or liabilities in excess of US$25,000 per item or US$100,000 in the aggregate, other than the acquisition or sale of inventory in the Ordinary Course of Business;

(v) acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture;

(vi) make any loans, advances or capital contributions to any other person;

(vii) incur, assume or prepay any indebtedness, letters of credit, contingent or other earn-out payments, capital lease obligations, or assume, guarantee or otherwise become liable for any indebtedness, letters of credit, contingent or other earn-out payments, capital lease obligations of any other person, other than under Bol’s existing revolving credit facility agreement with Brebank;

(viii) cancel any debts owed to the Companies or waive or release any claims or rights of the Companies, or factor, discount, or otherwise accept less than full payment with regard to the Companies’ accounts receivables and other amounts due, or offer or extend any special discounts to customers, except in the Ordinary Course of Business;

(ix) create, allot or issue, or grant an option to subscribe for, any share capital of any Company;

(x) repay, redeem or repurchase any share capital of any Company;

(xi) in the case of the Companies only, declare, make or pay any dividend or other distribution to shareholders;

(xii) appoint or dismiss any Senior Employee, or grant any employee the right to receive compensation payable upon Closing, or otherwise increase the compensation of any Senior Employee (except to the extent currently contemplated in the agreements referred to in Sellers’ Warranty 1.9);

(xiii) incorporate, form or otherwise organize a subsidiary;

(xiv) settle or compromise any claim, action, investigation, proceeding or other litigation in excess of US$25,000;

(xv) make any change to its accounting practices or policies or amend its constitutional documents; or

(xvi) agree or commit to do any of the foregoing.

5.2 Sellers’ and Purchaser’s Competition Obligations prior to Closing

None of the parties shall enter into (and will procure that none of its affiliates enters into) any agreement or arrangement (other than in the case of the Purchaser participating in the Polish government’s tender process to acquire a shareholding in Polmos Bialystok) likely to affect, delay, impede, or in any respect prejudice the fulfilment of the condition precedents set out in Clause 4.1.

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5.3 Pre-Closing Obligations

5.3.1 From the date hereof until the Closing Date or earlier termination of this Agreement in accordance with Clause 5.4 hereof, Rémy Cointreau, the Sellers and the Companies shall not, and shall not authorize or permit any of its or their affiliates, officers, managers, directors, employees, attorneys, accountants, consultants or other agents or advisors to, directly or indirectly, consider, seek, solicit, negotiate with, engage in discussions with, accept any proposals or offers from, or provide or cause to be provided information to or access to the Companies to, any third party with respect to a potential acquisition of any of Shares or the assets any of the Companies (an “Acquisition Proposal”). Rémy Cointreau, the Sellers and the Companies shall advise the Purchaser as promptly as possible of any Acquisition Proposal or any inquiry with respect to or which the Sellers reasonably should believe would lead to any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal or inquiry, and the identity of the person or group making any such Acquisition Proposal or inquiry.

5.3.2 Subject to Clause 16.2, from the date hereof until the Closing Date or earlier termination of this Agreement in accordance with Clause 5.4 hereof, the Sellers and the Companies will continue to afford the Purchaser and its accountants, counsel and other representatives reasonable access on reasonable notice to the properties, books and records of the Companies as the Purchaser may reasonably request.

5.3.3 The Sellers will give prompt notice to the Purchaser of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Rémy Cointreau, the Sellers or the Companies that relates to the consummation of the transactions contemplated hereby. The Sellers shall give prompt notice to the Purchaser of any representation or warranty made by them contained in this Agreement becoming untrue or inaccurate, or any failure of the Sellers to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement. No information or knowledge obtained pursuant to this Clause or otherwise will affect or be deemed to modify any representation, warranty or covenant contained herein, or will prevent or cure any breach of a representation, warranty or covenant contained in this Agreement, or will effect the conditions to the obligations of the parties to consummate the transaction contemplated hereby, or will constitute a waiver of any rights or defences that the Purchaser may have against the Sellers.

5.3.4 After the date hereof and prior the Closing Date, the Sellers shall cause Bols to sell its entire interest in WTK Soplica.

5.3.5 After the date hereof and prior the Closing Date, the Sellers and the Purchaser shall negotiate in good faith the outstanding schedules to the Polish Distribution Agreement, together with the definitive provisions of the Royal Vodka production agreement and Bols Vodka export production agreement.

5.3.6 By no later than five Business Days prior to the Closing Date, the Sellers shall provide the Purchaser with both the Indebtedness Statement and the Receivables and Payables Statement. These statements shall be presented in a manner similar

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to the information given as at 31 May, 2005 and set out in Schedule 18. The Sellers shall take into account the Purchaser’s reasonable comments in relation to any inaccuracies (if any) in either such statement.

5.3.7 On the Closing Date, the Sellers shall cause the trademark license agreement dated 1 January, 1998 between Unipol B.V., Unicom Bols Group Sp. z o.o. and Bols to be terminated.

5.4 Termination

5.4.1 Each Seller and the Purchaser shall be entitled by notice in writing to the other parties sent prior to Closing to terminate this Agreement if any event occurs that is likely to result in the CEDC’s EBIT or the Companies’ EBIT, as the case may be, for the twelve months ending either, 31 December 2005 for CEDC or 31 March 2006 for Bols or Hillcroft being 25% or more lower than for the same period in the prior year.

5.4.2 Save as provided in this Clause 5.4 no party shall have any right of termination or rescission.

6 Closing

6.1 Date and Place

Subject to Clause 4, Closing shall take place at the offices of the Notary in Amsterdam on the fourteenth day following fulfilment or waiver of the conditions set out in Clause 4.1 or at such other location, time or date as may be agreed between the Purchaser and the Sellers; provided that if CEDC has not received the proceeds of the issue of its Senior Notes due 2012 by such date, the Closing shall be deferred until the earlier of (i) 29 July 2005; and (ii) the date on which such proceeds are received by CEDC (it being acknowledged for the avoidance of doubt, that if such sales proceeds have not been received by 29 July 2005 the Purchaser shall nevertheless be obliged to close on such date in accordance with the terms of this Agreement).

6.2 Closing Events

On Closing, the parties shall comply with their respective obligations specified in Schedule 5. The Sellers may waive some or all of the obligations of the Purchaser as set out in Schedule 5 and the Purchaser may waive some or all of the obligations of the Sellers as set out in Schedule 5.

6.3 Payment on Closing and delivery of share certificates in respect of Consideration Shares

6.3.1 On Closing, the Purchaser shall pay the Cash Price to the Sellers in US dollars in immediately available funds;

6.3.2 On Closing, the Purchaser shall pay the Botapol Payment to Botapol Management in US dollars in immediately available funds; and

6.3.3 On Closing, CEDC shall enter the names of each Seller on its register of stockholders in respect of such number of Consideration Shares to which such

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Seller is in accordance with Clause 3.2.2 entitled and deliver to the Escrow Agent share certificates in the names of the Sellers in respect of such number of Consideration Shares.

6.4 Delivery of share certificates in respect of remaining Consideration Shares

On the Business Day immediately following the Closing Date and upon satisfaction of the closing obligations in Clause 2.1.2 of Schedule 5, the Escrow Agent shall automatically release the share certificates in respect of the Consideration Shares to the Sellers without further instructions from CEDC, the Purchaser or the Sellers.

6.5 Breach of Closing Obligations

If any party fails to comply with any material obligation in Clauses 4, 6.2 and 6.3 and Schedule 5, the Purchaser, in the case of non-compliance by the Sellers, or any Seller, in the case of non-compliance by the Purchaser, shall be entitled if such non-compliance has not been remedied by 30 September, 2005 (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Sellers or the Purchaser (as the case may be):

6.5.1 to terminate this Agreement (other than Clauses 1, 16 and 17.5 to 17.20) without liability on its part; or

6.5.2 to effect Closing so far as practicable; or

6.5.3 to fix a new date for Closing (not being more than 20 Business Days after the agreed date for Closing) in which case the provisions of Schedule 6 shall apply to Closing as so deferred but provided such deferral may only occur once.

7 Warranties

7.1 The Sellers’ Warranties

7.1.1 Each Seller severally warrants to the Purchaser that the statements set out in Schedule 6 are true and accurate as of the date of this Agreement. Any sum which is payable to the Purchaser in respect of any breach of the Seller’s Warranties set out in Schedule 6 shall be borne as to one half by Botapol Management and one half by Takirra.

7.1.2 The only Sellers’ Warranties given:

(i) in respect of the Properties are those contained in paragraph 1.16 of Schedule 6 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of the Properties;

(ii) in respect of Intellectual Property are those contained in paragraph 1.13 of Schedule 6 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of Intellectual Property;

(iii) in respect of employment matters are those contained in paragraph 1.9 of Schedule 6 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of such matters;

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(iv) in respect of the Environment are those contained in paragraph 1.17 of Schedule 6 and each of the other Sellers’ Warranties shall be deemed not to be given in respect of the Environment;

7.1.3 The Sellers acknowledge that the Purchaser has entered into this Agreement in reliance upon the Sellers’ Warranties.

7.2 Sellers’ Disclosures

7.2.1 The Sellers’ Warranties are subject to any matter which is fairly disclosed in this Agreement, in the Disclosure Letter or in the documents listed in Schedule 1 to the Disclosure Letter (which comprise all those documents provided in the Data Room) or Schedule 2 of the Disclosure Letter, but with respect to the documents listed in Schedule 1 only insofar as such disclosures fairly disclose (for the avoidance of doubt whether in the English, French, Dutch or Polish language) the risk or liability concerned;

7.2.2 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule 6 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Sellers’ Warranties as a whole.

7.3 Updating of the Sellers’ Warranties to Closing

7.3.1 Subject to Clause 7.2, each Seller further warrants to the Purchaser on the Closing Date that the Sellers’ Warranties (other than the lists of documents provided to the Purchaser and referred to in Sellers’ Warranties 1.9, 1.12, 1.13 and 1.14 which lists the Purchaser acknowledges shall not need to be updated on Closing) will be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if they had been repeated as at the Closing Date.

7.4 The Purchaser’s Warranties

7.4.1 The Purchaser warrants to the Sellers that the statements set out in Schedule 7 are true and accurate.

7.4.2 The Purchaser further warrants to the Sellers on the Closing Date that the warranties set out in Schedule 7 will be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if they had been repeated as at the Closing Date.

8 Limitation of Sellers’ Liability

8.1 Time Limitation for Claims

No Seller shall be liable under this Agreement or the Transfer Documents or the Tax Indemnity in respect of any claim unless a notice of the claim is given by the Purchaser to the Sellers specifying the matters set out in Clause 9.3:

8.1.1 in the case of any claim under the Tax Indemnity, within five years and sixty days following Closing; and

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8.1.2 in the case of any other claim, within eighteen months following Closing.

8.2 Minimum Claims

8.2.1 No Seller shall be liable under this Agreement or the Transfer Documents in respect of any claim (other than (i) a claim relating to Tax and (ii) a claim under Clause 9.1.1(v)) where the Losses in respect of any such claim does not exceed US$250,000 (Two Hundred and Fifty Thousand US dollars).

8.2.2 Where the Losses in respect of any such claim exceeds US$250,000 (Two Hundred and Fifty Thousand US dollars) or where the Losses relate to a claim relating to Tax or under Clause 9.1.1(v), subject as provided elsewhere in this Clause 8, the Sellers shall be liable for the amount of such Losses.

8.3 Maximum Liability

The maximum aggregate liability of each Seller in respect of all breaches of this Agreement, the Transfer Documents and the Tax Indemnity shall not exceed 25 per cent. of the Purchase Price which is payable by the Purchaser to such Seller.

8.4 Contingent Liabilities

No Seller shall be liable under this Agreement or the Transfer Documents in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable.

8.5 Provisions

No Seller shall be liable under this Agreement or the Transfer Documents in respect of any claim if and to the extent that proper allowance, provision or reserve is made in the Accounts for the matter giving rise to the claim.

8.6 Matters Arising Subsequent to this Agreement

No Seller shall be liable under this Agreement or the Transfer Documents in respect of any matter, act, omission or circumstance (or any combination thereof), including the aggravation of a matter or circumstance and any Losses arising therefrom, to the extent that the same would not have occurred but for:

8.6.1 Agreed matters

any matter or thing done or omitted to be done at the request in writing of the Purchaser or CEDC since 17 April, 2005;

8.6.2 Acts of the Purchaser

any act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or any of the Companies, or their respective directors, officers, employees or agents or successors in title outside the Ordinary Course of Business, after Closing;

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8.6.3 Changes in legislation

(i) the passing of, or any change in, after Closing any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body including any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not in effect at the date of this Closing; or

(ii) any change after Closing of any generally accepted interpretation or application of any legislation;

8.6.4 Accounting and Taxation Policies

any change in accounting or Taxation policy, bases or practice of the Purchaser or any of the Group Companies introduced or having effect after Closing.

8.7 Net Tax Benefit

No Seller shall be liable under this Agreement or the Transfer Documents in respect of any Losses suffered by the Purchaser or any of the Companies to the extent that the Purchaser or the Companies actually realize any Taxation Benefits (as such term is defined in the Tax Indemnity) as a result of such Loss during any taxable period ending on or before December 31, 2007.

8.8 Purchasers’ Knowledge

No Seller shall be liable in respect of any claim for breach of this Agreement or the Transfer Documents to the extent that the facts giving rise to the relevant claim were actually known prior to the date hereof by Bill Carey or Chris Biedermann, as evidenced solely by the due diligence reports addressed to the Purchaser and/or CEDC by their financial, accounting or legal advisers involved in negotiating the acquisition of the Group or any other written document delivered to CEDC and/or the Purchaser, in each case which a reasonable person would have realised constituted such a breach.

8.9 Mitigation of Losses

The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement or the Transfer Documents.

8.10 Purchaser’s Right to Recover

8.10.1 Prior to Recovery from the Sellers etc.

If, before any Seller pays an amount in discharge of any claim under this Agreement or the Transfer Documents, the Purchaser or any Company is entitled to recover (whether by payment, discount, credit, relief or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any Company (in whole or in part) in respect of the Loss which is the subject matter of the claim, the Purchaser shall procure that, before steps are taken to enforce a claim against any Seller following notification under Clause 9.2 of this Agreement or under the Transfer Documents all reasonable steps (other than judicial proceedings) are

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taken for a period of 90 days to enforce such recovery and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy as the case may be, such claim to the extent of such recovery provided that for the avoidance of doubt the Purchaser shall not be in breach of its obligations under this Clause 8.11.1 if it is acting in accordance with the provisions of Clause 9.6.

8.10.2 Following Recovery from the Sellers etc.

If, after any Seller has paid an amount in discharge of any claim under this Agreement or any Transfer Documents, the Purchaser or any Company is entitled to recover (whether by payment, discount, credit, relief, or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any Company (in whole or in part) in respect of the Loss which is the subject matter of the claim, then the Purchaser shall use its reasonable endeavours to procure that all steps are taken as any Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant Company shall, as applicable, pay to the Sellers as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Sellers to the Purchaser.

8.11 Double Claims

The Purchaser shall not be entitled to recover from any Seller under this Agreement or any Transfer Documents more than once in respect of the same Loss.

8.12 Fraud and Wilful Misconduct

None of the limitations contained in this Clause 8 shall apply to any claim which arises as a result of fraud or wilful misconduct by any Seller or any Company.

9 Claims

9.1 Indemnities

9.1.1 Subject to the limitations set forth in Clauses 7 and 8, from and after the Closing, the Sellers shall protect, defend, hold harmless and indemnify the Companies, the Purchaser and CEDC and their respective successors and assigns from, against and in respect of any and all Losses that may be suffered or incurred by any of them arising from the following:

(i) any breach of any of the Sellers’ Warranties (provided that each qualifier as to materiality or Material Adverse Effect contained therein shall be ignored for the purposes of calculating Losses once it has been determined that the text of such Warranties including any such relevant qualifier has been breached);

(ii) any material breach of any covenant or agreement made by any of the Sellers in this Agreement or any Transaction Documents;

(iii) the sale by Bols of WTK Soplica; and

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(iv) Bols’ former ownership of WTK Soplica;

(v) the lawsuits with Superior Yacht Services;

(vi) any and all reasonable costs and expenses (including without limitation, reasonable legal fees and accounting fees) incident to the successful enforcement of the provisions of this Clause 9.

9.1.2 From and after the Closing, the Purchaser shall protect, defend, hold harmless and indemnify the Sellers and their respective successors and assigns from, against and in respect of any and all Losses that may be suffered or incurred by any of them arising from the following:

(i) any breach of any of the Purchaser’s Warranties; and

(ii) any material breach of any covenant or agreement made by any of the Purchaser or CEDC in this Agreement or any Transaction Documents.

9.2 Notification of Potential Claims

If the Purchaser or any Company becomes aware of any matter or circumstance that may give rise to a claim against any Seller under this Agreement or the Transfer Documents, the Purchaser shall as soon as reasonably practicable and in any event within 30 days give a notice in writing to the Seller setting out such information as is available to the Purchaser or Company as is reasonably necessary to enable the Sellers to assess the merits of the claim, to act to preserve evidence and to make such provision as the Seller may consider necessary; provided that failure of the Purchaser or Company to give the Sellers prompt notice as provided herein shall not relieve the Sellers of any of their obligations hereunder, except to the extent that the Sellers are prejudiced by such failure.

9.3 Notification of Claims under this Agreement

Notices of claims under this Agreement or the Transfer Documents shall be given by the Purchaser to the Sellers within the time limits specified in Clause 9.2, specifying the legal and factual basis of the claim and sufficient evidence to support such legal and factual basis and, if practicable, an estimate of the amount of Losses which are, or are to be, the subject of the claim.

9.4 Commencement of Proceedings

In circumstances where legal proceedings in respect of a claim notified pursuant to Clause 9.3 have been commenced by being both issued and served, any such claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after such legal proceedings have commenced, unless at such time such legal proceedings are being be pursued by the Purchaser with reasonable diligence.

9.5 Investigation by the Sellers

In connection with any matter or circumstance that may give rise to a claim against any Seller under this Agreement or any Transfer Documents:

9.5.1 the Purchaser shall allow, and shall procure that the relevant Company allows, any Seller and its respective financial, accounting or legal advisers to investigate the matter or circumstance alleged to give rise to a claim and whether and to what extent any amount is payable in respect of such claim; and

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9.5.2 the Purchaser shall disclose to the Sellers all material which relates to the claim and shall, and shall procure that any other relevant members of the Purchaser’s Group shall, give, subject to their being paid all reasonable costs and expenses, all such information and assistance, including access to premises and personnel, and the right to examine and copy or photograph any assets, accounts, documents and records, as any Seller or its financial, accounting or legal advisers may reasonably request subject to the Sellers agreeing in such form as the Purchaser may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question.

9.6 Conduct of Third Party Claims

If the matter or circumstance that may give rise to a claim against any Seller under this Agreement or any Transfer Documents is a result of or in connection with a claim by or liability to a third party then:

9.6.1 until the due date for the acknowledgement specified in Clause 9.6.2 below, no admissions in relation to such third party claim shall be made by or on behalf of the Purchaser or any other member of the Purchaser’s Group or any Company and the claim shall not be compromised, disposed of or settled without the written consent of the Sellers but the Purchaser shall during such period be entitled to pursue such third party claim and, if the Sellers send an acknowledgement of such third party claim in accordance with Clause 9.6.2, any expenses incurred by the Purchaser in relation thereto during such period shall also be indemnified in accordance with this Clause 9.6; and

9.6.2 if, within 60 days after receipt of notice of a third party claim in accordance with Clause 9.2, the relevant Seller(s) acknowledges in writing to the Purchaser that such Seller(s) will indemnify the Purchaser or other member of the Purchaser’s Group or any Company concerned against all Losses relating to such third party claim, such Seller(s) shall be entitled at its own expense and in its absolute discretion to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group or any Company concerned and to have the conduct of any related proceedings, negotiations or appeals; provided, however, that any compromise or settlement involving (A) non-monetary obligations of the Purchaser or other member of the Purchaser’s Group or (B) monetary obligations in excess of the limitation set forth in Clause 8.3, shall require the consent of the Purchaser (such consent not to be unreasonably withheld).

10 Guarantees

10.1.1 Rémy Cointreau Guarantee

(i) Rémy Cointreau unconditionally and irrevocably guarantees to the Purchaser the due and punctual performance and observance by Botapol Management of all its obligations, commitments, undertakings, warranties

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and indemnities under or pursuant to this Agreement, the Transfer Documents and the Tax Indemnity (the “Guaranteed Obligations”) to the extent of any limit on the liability of Botapol Management in this Agreement, the Transfer Documents and the Tax Indemnity.

(ii) If and whenever Botapol Management defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, Rémy Cointreau shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement, the Transfer Documents or the Tax Indemnity and so that the same benefits shall be conferred on the Purchaser as it would have received if the Guaranteed Obligations had been duly performed and satisfied by Botapol Management.

(iii) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to any rights or security which the Purchaser may now or hereafter have or hold for the performance and observance of the Guaranteed Obligations.

(iv) As a separate and independent obligation Rémy Cointreau agrees that any of the Guaranteed Obligations (including, without limitation, any moneys payable) which may not be enforceable against or recoverable from Botapol Management by reason of any legal limitation, disability or incapacity on or of (other than any limitation imposed by this Agreement, the Transfer Documents or the Tax Indemnity) shall nevertheless be enforceable against and recoverable from Rémy Cointreau as though the same had been incurred by Rémy Cointreau and Rémy Cointreau were the sole or principal obligor in respect thereof and shall be performed or paid by Rémy Cointreau on demand.

(v) The liability of Rémy Cointreau under this Clause 10 shall not be released or diminished by any variation of the Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance.

10.1.2 CEDC Guarantee

(i) CEDC unconditionally and irrevocably guarantees to the Sellers the due and punctual performance and observance by Purchaser of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Guaranteed Obligations to the extent of any limit on the liability of Purchaser in this Agreement, the Transfer Documents and the Tax Indemnity.

(ii) If and whenever Purchaser defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, CEDC shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement, the Transfer Documents or the Tax Indemnity and so that the same benefits shall be conferred on the Sellers as it would have received if the Guaranteed Obligations had been duly performed and satisfied by Purchaser.

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(iii) This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to any rights or security which the Sellers may now or hereafter have or hold for the performance and observance of the Guaranteed Obligations.

(iv) As a separate and independent obligation CEDC agrees that any of the Guaranteed Obligations (including, without limitation, any moneys payable) which may not be enforceable against or recoverable from Purchaser by reason of any legal limitation, disability or incapacity on or of (other than any limitation imposed by this Agreement, the Transfer Documents or the Tax Indemnity) shall nevertheless be enforceable against and recoverable from CEDC as though the same had been incurred by CEDC and CEDC were the sole or principal obligor in respect thereof and shall be performed or paid by CEDC on demand.

(v) The liability of CEDC under this Clause 10 shall not be released or diminished by any variation of the Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance.

11 Purchaser’s share price guarantee

If the weighted average of the NASDAQ closing price per Purchaser’s share of common stock over the four weeks immediately preceding the first anniversary of Closing (the “Market Value”) is below US$32.59, the Purchaser shall within twelve weeks following the first anniversary of Closing pay to the Sellers such amount in US dollars in immediately available funds as is equal to the difference between (A) and (B) where:-

“A” is US$32.59 multiplied by the number of Consideration Shares issued to the Sellers; and

“B” is the Market Value multiplied by the number of Consideration Shares issued to the Sellers.

12 Payment by Takirra to Botapol Management and by Botapol Management to the Purchaser

Botapol Management hereby agrees that if on a Reference Date (as defined below) the aggregate Market Value (as defined below) of the total number of Consideration Shares issued to Botapol Management on the Closing Date (the “Botapol Shareholding”) is below US$15 million plus the aggregate Issue Price for the Botapol Management Shareholding (the sum of these amounts being referred to as the “Reference Price”) then:

(i) Takirra shall, within five days of such Reference Date pay to Botapol Management in US dollars in immediately available funds an amount equal to two thirds of the difference between the Reference Price and the aggregate Market Value of the Botapol Shareholding less such number of Consideration Shares as Botapol Management has actually sold and could reasonably have sold in the period

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between the first anniversary of the Closing Date and the Reference Date at a price per share in excess of the Reference Price in accordance with the provisions of the Registration Rights Agreement provided that in no event shall Takirra be required to pay Botapol Management in excess of US$10 million pursuant to this Clause; and

(ii) Botapol Management shall, within 5 days of such Reference Date pay to the Purchaser in US dollars in immediately available funds an amount equal to US$5 million less one third of the difference between the Reference Price and the aggregate Market Value of the Botapol Shareholding provided that in no event shall Botapol Management be required to pay the Purchaser in excess of US$5 million pursuant to this Clause.

For the purpose of this Clause 12

“Market Value” means the weighted average of the closing price on NASDAQ over five consecutive trading days for one Purchaser’s share of common stock during the period commencing on the Reference Date multiplied by the number of Consideration Shares issued to Botapol Management.

“Reference Date” means:

(i) where the Cash Percentage is 45 %, the date which is 12 months after the Closing Date;

(ii) where the Cash Percentage is 55 %, the date which is 18 months after the fClosing Date;

(iii) where the Cash Percentage is between 45 % and 55 %, such date as is calculated as being a number of months (the “Pro Rata Number of Months”) after the first anniversary of the Closing Date.

“Pro Rata Number of Months” is calculated as follows:

Cash Percentage – 45 %	x	6
15 %

For the avoidance of doubt the payment obligations described in this Clause 12 shall apply irrespective whether or not Botapol Management continues to be the owner of all or part of the Botapol Shareholding.

Two worked examples showing calculations of the above payments are set out in Schedule 15.

13 Payment by Botapol Management to the Purchaser

Botapol Management hereby agrees that if between the first anniversary of Closing and the Reference Date (as defined in Clause 12 above) the aggregate Market Value (as defined in Clause 12 above) of the Botapol Shareholding in is in excess of the Reference Price (as defined in Clause 12), then Botapol Management shall, within five days of such Reference Date, pay to the Purchaser in US dollars in immediately available funds an amount equal to US$5 million.

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For the avoidance of doubt, the payment obligations described in this Clause 13 shall apply irrespective or whether or not Botapol Management continues to be the owner of all or part of the Botapol Shareholding.

Upon Botapol Management being required pursuant to this Clause 13 to pay the Purchaser the abovementioned sum of US$5 million, the provisions of Clause 12 above shall automatically lapse and be of no further effect.

14 Purchaser’s Right of First Offer

Subject to compliance by DELB BV and Rémy Cointreau with their obligations under the existing Maxxium Scandinavian distribution agreements, the Maxxium joint venture documentation and existing distribution agreements with other third parties, Rémy Cointreau hereby agrees that for a period of twelve months from the date of the signing of the sale documentation (in the case of jurisdictions where no distribution agreement currently exists) or (in the case of any jurisdiction in which any distribution agreement currently exists) for a period of twelve months from the expiry of the distribution agreement applicable to that jurisdiction, neither DELB BV nor any other member of the Rémy Cointreau Group shall enter into any distribution contract with any person to distribute Bols vodka in a Western or Eastern European country (other than Russia and Poland which are already covered by the Trademark License) unless the terms and conditions of an exclusive distribution contract in such country has been previously offered by DELB BV to the Purchaser (or such other member of the Purchaser’s Group as CEDC may nominate) in writing (which must include a five year term tacitly renewable on a rolling five years basis (terminable by either on twelve months written notification prior to such initial or any subsequent five year period)). If any such written offer is not accepted by the Purchaser within six months of written notification of the offer by DELB BV, DELB BV or another member of the Rémy Cointreau Group shall be entitled for a period of six months thereafter to enter into a distribution contract with a third party on terms and conditions identical to those offered to the Purchaser, failing which the procedure described above must be repeated.

15 Rémy Cointreau U.S.A.’s Right of First Refusal

In circumstances where the Purchaser or a member of the Purchaser’s Group becomes a majority shareholder in Polmos Bialystok for a period of six months from the date of the acquisition of such majority shareholding, the Purchaser shall not and shall procure that no other member of the Purchaser’s Group (including the Companies) shall enter into any distribution contract with any person, to distribute Zubrowka vodka in the United States of America unless the terms and conditions of an exclusive distribution contract have been previously offered by the Purchaser to Rémy Cointreau U.S.A. (or such other member of the Rémy Cointreau Group as Rémy Cointreau may nominate) in writing (which must include a five year term tacitly renewable on a rolling five years basis (terminable by either on twelve months written notification prior to such initial or any subsequent five year period)). If any such written offer is not accepted by Rémy Cointreau U.S.A. or such other member of the Rémy Cointreau Group as Rémy Cointreau may nominate within six months of written notification of the offer by the Purchaser, the Purchaser or another member of the Purchasers’ Group shall be entitled for a period of six months thereafter to enter into a distribution contract with a third party on terms and conditions identical to those offered to Rémy Cointreau U.S.A. or such other member of the Rémy Cointreau Group as Rémy Cointreau may nominate, failing which the procedure described above must be repeated.

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16 Confidentiality

16.1 Announcements

No announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of any Seller’s Group or the Purchaser’s Group without the prior written approval of the parties. This shall not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange on which the shares of either party are listed but the party with an obligation to make an announcement or issue a circular shall consult with the other party insofar as is reasonably practicable before complying with such an obligation.

16.2 Confidentiality

16.2.1 This Clause shall be without prejudice to the Confidentiality Agreement, which agreement shall continue notwithstanding this Agreement.

16.2.2

(i) Subject to Clause 16.1 and Clause 16.2.3, each of the parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement or any Transaction Document which relates to:

(a) the provisions of this Agreement and any Transaction Document; or

(b) the negotiations relating to this Agreement and any Transaction Document.

(ii) Each Seller shall treat as strictly confidential and not disclose or use any information relating to the Companies following Closing and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’s Group.

(iii) The Purchaser shall treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of any Seller’s Group including, prior to Closing, the Companies.

16.2.3 Clause 16.2.2 shall not prohibit disclosure or use of any information if and to the extent:

(i) the disclosure or use is required by law, any regulatory body or any recognised stock exchange on which the shares of any party are listed;

(ii) the disclosure or use is required to vest the full benefit of this Agreement in any party;

(iii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any Transaction Document or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;

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(iv) the disclosure is made to professional advisers of any party on terms that such professional advisers undertake to comply with the provisions of Clause 16.2.2 in respect of such information as if they were a party to this Agreement;

(v) the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement);

(vi) the other party has given prior written approval to the disclosure or use; or

(vii) the information is independently developed after Closing,

provided that prior to disclosure or use of any information pursuant to Clause 16.2.3 (i), (ii) or (iii), the party concerned shall promptly notify the other parties of such requirement with a view to providing the other parties with the opportunity to contest such disclosure, to obtain confirmation that the information so disclosed will be treated as confidential or otherwise to agree the timing and content of such disclosure or use.

17 Other Provisions

17.1 Board representation

Each of the Sellers shall have the right to propose for membership one director to the board of directors of CEDC on Closing and CEDC shall take such action to cause such persons as soon as reasonably practicable thereafter, consistent with the Del. GCL and its organizational documents, to become members of its board of directors and to maintain such board membership at subsequent elections for as long as the Seller proposing such nominee continues to own at least 50% of the number of CEDC shares that were issued to it on Closing.

17.2 Further Assurances

17.2.1 Each of the parties shall from time to time execute such documents and perform such acts and things as any party may reasonably require to transfer the Shares to the Purchaser, to transfer the Consideration Shares to the Sellers and to give any party the full benefit of this Agreement and the Transfer Documents.

17.2.2 The Purchaser shall, and shall procure that the relevant Companies shall, retain for a period of 10 years from Closing the books, records and documents of the Companies to the extent they relate to the period prior to Closing and shall, and shall procure that the relevant Companies shall, allow the Sellers reasonable access, during normal business hours and upon reasonable prior notice, to such books, records and documents, including the right to take copies, at the relevant Seller’s expense for tax and any other legal or regulatory purposes.

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17.3 Release of Guarantees and Repayment of Intercompany Indebtedness

17.3.1 The Purchaser shall use reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of the Sellers or any member of any Seller’s Group from any securities, guarantees or indemnities listed in Schedule 15 given by or binding upon the Sellers or any member of any Seller’s Group in respect of any liability of the Companies. Pending such release the Purchaser shall indemnify the Sellers and all members of any Seller’s Group against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of such liability of the Companies.

17.3.2 Each Seller shall use reasonable endeavours to procure, by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of each Company from any securities, guaranties or indemnities given by or binding upon any of the Companies in respect of any liability of the Sellers or any member of such Seller’s Group. Pending such release, the relevant Seller shall indemnify the Companies against all amounts paid by any of the Companies pursuant to any such securities, guarantees and indemnities in respect of such liability of such Seller or any member of such Seller’s Group.

17.3.3 Immediately following Closing, the Purchaser shall procure that the Companies repay to the relevant member(s) of each Seller’s Group the amount of any indebtedness which is identified in the Indebtedness Statement as being owed by the Companies to any member of a Seller’s Group. Except to the extent provided in the previous sentence, Rémy Cointreau and Takirra (acting on their own behalf and on behalf of each member of their Seller’s Group) shall be deemed to have cancelled, effective on the Closing Date, any indebtedness due from the Companies to any member of the Seller’s respective Groups (other than the Companies), in each case including interest and other amounts accrued thereon or due in respect thereof.

17.3.4 On Closing, each Seller shall procure that each member of its Seller’s Group repays to the Companies the amount of any indebtedness which is identified in the Indebtedness Statement as being owed by any member of their Seller’s Group to the Companies.

17.3.5 Rémy Cointreau and Takirra (acting on their own behalf and on behalf of each member of their Seller’s Group and their respective successors and assigns and CEDC, collectively, the “Seller Releasors”) shall be deemed on Closing to have released and forever discharged each of the Companies and their respective successors and assigns (the “Company Releasees”) from and against any and all actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, controversies, executions, claims and demands of any kind and nature whatsoever in law or in equity known or unknown against any Company Releasee (including, without limitation, any claims against a predecessor in interest of the Company Releasees) which the Seller Releasors, or any of them, ever had or may have up until immediately preceding the Closing, other than:-

(i) any amounts which are listed in the Receivables and Payables Statement;

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(ii) any obligations of the Company Releasees under or in connection with this Agreement or any of the other Transaction Documents; and

(iii) the services agreement dated 1 October, 2002 and made between Bols and CLS Rémy Cointreau in relation to the use of office premises in Warsaw.

17.3.6 CEDC and the Purchaser (acting on behalf of each member of the Companies and the Companies’ respective successors and assigns, collectively, the “Company Releasors”) shall be deemed on Closing to have released and forever discharged each member of the Seller’s Groups and their respective successors and assigns (the “Seller Releasees”) from and against any and all actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, controversies, executions, claims and demands of any kind and nature whatsoever in law or in equity which are known or unknown against any Seller Releasee (including, without limitation, any claims against a predecessor in interest of the Seller Releasees) which the Company Releasors, or any of them, ever had or may have up until immediately preceding the Closing, other than:-

(i) any amounts which are listed in the Receivables and Payables Statement;

(ii) any obligation of the Seller Releasees under or in connection with this Agreement or any of the other Transaction Documents; and

(iii) the services agreement dated 1 October, 2002 and made between Bols and CLS Rémy Cointreau in relation to the use of office premises in Warsaw.

17.4 Insurance

The Purchaser agrees that, following Closing, no member of any Seller’s Group shall be required to maintain any of the insurance policies maintained prior to Closing in relation to the Group.

17.5 Whole Agreement

17.5.1 The Transaction Documents contain the whole agreement between the parties relating to the subject matter of the Transaction Documents 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 the Transaction Documents.

17.5.2 The Purchaser acknowledges that it has not been induced to enter into the Transaction Documents by any representation, warranty or undertaking not expressly incorporated into them.

17.5.3 So far as is permitted by law and except in the case of fraud or wilful misconduct, each of the parties agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with the Transaction Documents shall be for breach of the terms of the Transaction Documents to the exclusion of all other rights and remedies (including those in tort or arising under statute).

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17.6 Reasonableness

Each of the parties confirms it has received independent legal advice relating to all the matters provided for in the Transaction Documents, and agrees that the provisions of the Transaction Documents are fair and reasonable.

17.7 No Assignment

17.7.1 Except as provided in Clause 17.7.2 below, no party may without the prior written consent of the other parties, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

17.7.2 Notwithstanding Clause 17.7.1 above, a party may, without the consent of the other parties, assign to a wholly owned subsidiary the benefit of the whole or any part of this Agreement provided however that such assignment shall not be absolute but shall be expressed to have effect only for so long as the assignee remains a subsidiary of the party concerned and provided further that the assignor shall remain jointly and severally liable for the performance by the assignee of its obligations hereunder.

17.8 Third Party Rights

A 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, or enjoy any benefit under, this Agreement.

17.9 Variation

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

17.10 Time of the Essence

Time shall be of the essence of this Agreement as regards any dates and periods mentioned and as regards any dates and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

17.11 Method of Payment

All payments shall be effected by crediting for same day value the account specified by the relevant Seller or the Purchaser, as the case may be, reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected, on or before the due date for payment.

17.12 Costs

17.12.1 The Purchaser shall indemnify Rémy Cointreau against one half of all payments made by it to the holders of Rémy Cointreau’s 6 ¹/2% Notes due 2010 and the holders of Rémy Cointreau’s 5.20 % Notes due 2012 (together the “Notes”) in order to secure the approval of the holders of the Notes either to the sale of the Shares and the execution by the members of the Rémy Cointreau Group of the Transaction Documents or to a relaxation of the covenants in the terms and conditions of the Notes in order to render such transactions permitted transactions, subject to a maximum payment of US$500,000 which payment shall be made within 15 days of the date hereof.

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17.12.2 Save as provided in Clause 17.12.1, the Sellers shall bear all costs incurred by them in connection with the preparation, negotiation and entry into of the Transaction Documents and the sale of the Shares.

17.12.3 Save as provided in Clause 17.12.1, the Purchaser shall bear all such costs incurred by it in connection with the preparation, negotiation and entry into of the Transaction Documents and the purchase of the Shares.

17.13 Notarial Fees, Registration, Stamp and Transfer Taxes and Duties

The Purchaser shall bear the cost of all notarial fees and all registration, stamp and transfer taxes and duties which are payable as a result of the transactions contemplated by the Transaction Documents. The Purchaser shall be responsible for arranging the payment of all such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed in connection with the payment of such taxes and duties. The Purchaser shall indemnify the Sellers and all members of each Seller’s Group against any Losses suffered by that Seller or member of their Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 17.13.

17.14 Interest

If any party defaults in the payment when due of any sum payable under the Transaction Documents the liability of that party shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of 1 per cent above the three month EURIBOR rate for deposits of an equivalent amount from time to time. Such interest shall accrue from day to day.

17.15 Grossing-up of Payments

17.15.1 All sums payable under this Agreement and any Transfer Document shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law. If any deductions or withholdings are required by law the party making the payment shall be obliged to pay to the other party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if either party to this Agreement shall have assigned the benefit in whole or in part of this Agreement or the relevant Transfer Document then the liability of the other party under this Clause 17.15.1 shall be limited to that (if any) which it would have been had no such assignment taken place.

17.15.2 If the recipient of a payment made under Clause 17.15.1 receives a credit for or refund of any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the other party such part of such additional amounts paid to it pursuant to Clause 17.15.1 above as the recipient of the payment certifies to the other party will leave it (after such reimbursement) in no better and no worse position than it would have been if the other party had not been required to make such deduction or withholding.

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17.15.3 Where any payment is made under this Agreement pursuant to an indemnity, breach of warranty or any compensation or reimbursement provision and that sum is subject to a charge to Taxation in the hands of the recipient (other than Taxation on interest payable under Clause 17.14 and Taxation attributable to the Purchase Price or to a payment being properly treated under Clause 3.3 as an adjustment to the Purchase Price) the sum payable shall be increased to such sum as will ensure that after payment of such Taxation (and after giving credit for any tax relief available to the recipient in respect of the matter giving rise to the payment) the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation.

17.16 Notices

17.16.1 Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i) in writing in the English language;

(ii) delivered by hand, fax, registered post or by courier using an internationally recognised courier company.

17.16.2 A Notice to Rémy Cointreau shall be sent to such party at the following address, or such other person or address as Rémy Cointreau may notify to the Purchaser from time to time:

Rémy Cointreau S.A.

21 Boulevard Haussman 75009 Paris

Fax: 33 1 4561 9329

Attention: Gerard Taubman, Directeur Juridique

17.16.3 A Notice to Botapol Management shall be sent to such party at the following address, or such other person or address as Botapol Management may notify to the Purchaser from time to time:

Botapol Management B.V.

Wattstraat 61

2723 RB Zoetermeer

Fax: 31 79 330 54 64

Attention: Loers Beukers

17.16.4 A Notice to Takirra shall be sent to such party at the following address, or such other person or address as Takirra may notify to the Purchaser from time to time:

Takirra Investment Corporation N.V.

Fokkerweg 26, Unit 301,

Curaçao

Netherlands Antilles

Fax: [•]

Attention: [•]

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With a copy to:

FFC Fincoord Finance Coordinators Ltd.

Beustweg 12

CH-8032 Zürich, Switzerland

Fax: +41 44 258 88 99

E-mail: markus@fincoord.com

Attention: Markus Sieger

17.16.5 A Notice to the Purchaser shall be sent to such party at the following address, or such other person or address as the Purchaser may notify to the Sellers from time to time:

Central European Distribution Corporation

Two Bala Plaza

Suite 300

Bala Cynwyd, PA 19004

United States of America

Fax: +1 (610) 667 33 08

Attention: William V. Carey, President

17.16.6 A Notice shall be effective upon receipt and shall be deemed to have been received:

(i) at the time of delivery, if delivered by hand, registered post or courier;

(ii) at the time of transmission in legible form, if delivered by fax.

17.17 Invalidity

17.17.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

17.17.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 17.17.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 17.17.1, not be affected.

17.18 Counterparts

This 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 signing any such counterpart.

17.19 Governing Law

This Agreement shall be governed by, and construed in accordance with, English law.

17.20 Arbitration

17.20.1 Any disputes arising out of or in connection with Agreement and the Transaction Documents shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules” and the “ICC” respectively) by three arbitrators.

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17.20.2 Where there are two parties in dispute (“Parties”), each Party shall nominate one arbitrator in accordance with the Rules. If either Party fails to nominate an arbitrator, the appointment shall be made by the Court of Arbitration of the ICC (the “Court”). Within fifteen days of the confirmation of the appointment of the second arbitrator by the Court, the two arbitrators so appointed shall nominate a third arbitrator, who (subject to the confirmation of his appointment by the Court) shall act as chairman of the arbitral tribunal. If the two arbitrators fail to agree upon the nomination of a third arbitrator within the time limit specified herein, the third arbitrator shall be appointed by the Court.

17.20.3 If there is more than one claimant, all Parties which are claimants (the “Claimant Parties”) shall endeavour to agree upon the nomination of an arbitrator, such nomination to be set out in the request for arbitration. If there is more than one respondent, each of the Parties which is a respondent (the “Respondent Parties”) shall endeavour to agree upon the nomination of an arbitrator within thirty days following the date of receipt by each of them of the request for arbitration. The appointments of the arbitrators so nominated shall be subject to confirmation by the Court in accordance with the Rules. Where there is more than one claimant and/or more than one respondent and either the Claimant Parties or the Respondent Parties, or both of them, as the case may be, fail to agree upon the nomination of an arbitrator within the time limits specified herein, both arbitrators shall be appointed by the Court, any prior nominations by either the Claimant Parties or the Respondent Parties, as the case may be, being deemed to have been withdrawn.

17.20.4 For the purpose of the application of this Clause, the time limits specified for the nomination of an arbitrator shall commence on the date immediately following receipt of the request for arbitration by the last Respondent Party to receive the request. The same principle shall apply in relation to the calculation of the time limit provided for in the Rules for the filing of the answer to the request for arbitration (or answers to the request for arbitration in the event that a Respondent Party or a group of Respondent Parties wishes to file a separate answer to the request for arbitration).

17.20.5 Within fifteen days of the confirmation of the appointment of the second arbitrator or, as the case may be, of the appointment of the first two arbitrators by the Court, the two arbitrators shall nominate a third arbitrator, who (subject to confirmation of the appointment by the Court) shall act as the chairman of the arbitral tribunal. If the two arbitrators fail to agree upon the nomination of a third arbitrator within the time limit specified herein, the third arbitrator shall be appointed by the Court.

17.20.6 The place of arbitration shall be London. Arbitration proceedings shall be conducted in the English language and all documents submitted as evidence in such proceedings shall be in the English language provided, however that any technical documents which were originally prepared in Polish and of which no English language version exists may be used in such proceedings in their original Polish versions.

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In witness whereof this Agreement has been duly executed on 27 June 2005.

/s/ Hervé Dumesny

SIGNED by Hervé Dumesny on behalf of

REMY COINTREAU S.A.

/s/ Loes Beukers

/s/ Mark Maters

SIGNED by Loes Beukers and Mark Maters on behalf of

BOTAPOL MANAGEMENT B.V

/s/ Johannes Duivenvoorde

SIGNED by Johannes Duivenvoorde on behalf of

TAKIRRA INVESTMENT CORPORATION N.V.

/s/ William V. Carey

SIGNED by William V. Carey on behalf of

CAREY AGRI INTERNATIONAL POLAND Sp. z o.o.

/s/ William V. Carey

SIGNED by William V. Carey on behalf of

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT dated as of                          , 2005 (this “Agreement”), among (i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware corporation (the “Company”), and (ii) BOTAPOL MANAGEMENT B.V., a company incorporated in the Netherlands, and TAKIRRA INVESTMENT CORPORATION N.V., a limited liability company organized under the laws of the Netherlands Antilles (“Takirra”) (each, a “Shareholder” and collectively, the “Shareholders”).

WHEREAS, on the date hereof, the Shareholders have been issued the number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth on Schedule A attached hereto, in connection with the Company’s purchase from the Shareholders of all of the issued and outstanding shares of Botapol Holding B.V. pursuant to that certain Share Sale Agreement dated as of                     , 2005 (the “Purchase Agreement”);

WHEREAS, the shares of Common Stock issued to the Shareholders have not been registered under the Securities Act (as hereinafter defined) or any state securities laws; and the certificates representing such shares of Common Stock bear a legend restricting their transfer; and

WHEREAS, in connection with the foregoing, the Company has agreed, subject to the terms, conditions and limitations set forth in this Agreement, to provide the Shareholders with certain registration rights in respect of shares of Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Capitalized words and phrases used and not otherwise defined in this Agreement shall have the following meanings:

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Holder” means each Shareholder, and each Person who is a Permitted Transferee of any Shareholder.

“Lock-Up Period” means the period starting on the date hereof and ending on the one-year anniversary of the date hereof.

“Permitted Transferee” means any corporation, partnership, limited liability company or other entity controlled by, controlling or under common control with any Shareholder; provided that that (a) the Transfer is effected in accordance with applicable federal and state securities laws, (b) such transferee or assignee acquires at least 25% of the Registrable Securities held by a Shareholder as of the date of this Agreement (adjusted for stock splits and stock consolidations after the date of this Agreement), (c) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if it were the Holder hereunder, and (d) the Company is given written notice by the Holder of said Transfer, stating the name and address of said transferee and identifying the securities with respect to which such registration rights are being transferred.

“Person” means any individual, corporation, partnership, trust or other entity of any nature whatsoever.

“register”, “registered”, and “registration”, when used with respect to the capital stock of the Company, mean a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act which has been declared or ordered effective in accordance with the Securities Act.

“Registrable Securities” means (i) the shares of Common Stock issued to the Shareholders in connection with the Purchase Agreement, (ii) any Common Stock issued (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued) as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Common Stock referred to in clause (i) above, and (iii) any Common Stock issued by way of a stock split of the Common Stock referred to in clauses (i) or (ii) above. Shares of Common Stock shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such shares of Common Stock shall have become effective under the Securities Act pursuant to Section 2.1 or Section 3.1 of this Agreement, (B) such shares of Common Stock shall have been sold or otherwise distributed pursuant to Rule 144 (or any successor provision) under the Securities Act, (C) such securities are eligible for sale or other distribution under Rule 144(k), (D) such shares of Common Stock are Transferred in accordance with Section 9.1(b) or are otherwise no longer held by the Holders, or (E) such shares of Common Stock shall have ceased to be outstanding.

“Registration Expenses” means all registration, qualification, filing, printing, messenger and delivery fees and expenses and all reasonable fees and disbursements of legal counsel, accountants and other advisors relating to the registration of Registrable Securities pursuant to this Agreement, relating to causing such registration to be declared effective pursuant to this Agreement, and relating to causing such registration to remain effective for the time periods set forth in this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Transfer” means any transfer, sale, gift, assignment, distribution, conveyance, pledge, hypothecation, encumbrance or other voluntary or involuntary transfer of title or beneficial interest, whether or not for value, including, without limitation, any disposition by operation of law or any grant of a derivative or economic interest therein.

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ARTICLE II

DEMAND REGISTRATION

2.1. Demand Registration. If, at any time after the expiration of the Lock-Up Period, the Holders of all Registrable Securities, acting together, make a written request to the Company requesting that the Company register under the Securities Act all or any part of the issued and outstanding Registrable Securities (a “Demand Registration”), then, subject to the restrictions contained herein, the Company shall file a registration statement under the Securities Act with the Commission, and cause such Registrable Securities to be registered under the Securities Act, in accordance with Article VI below; provided, however, that the Company shall not be obligated to file a registration statement, nor to cause such Registrable Securities to be registered, pursuant to this Section 2.1 (a) in any particular state in which the Company would be required to execute a general consent to service of process (unless the Company is subject to the jurisdiction of the courts of such state prior to the date of the written request made pursuant hereto), or (b) for any offering having an aggregate offering price (before deduction of underwriting discounts and expenses of sale) of less than $10,000,000.

2.2. Number of Demand Registrations. The Holders shall be entitled to request two (2) Demand Registrations, but not more than one Demand Registration in any period of 365 days; provided, that a Demand Registration shall not be deemed to have been effected for purposes of Sections 2.1 and 2.2 if (i) the Company fails to comply with its obligations set forth in Section 5.1(b), (ii) Holders of Registrable Securities included in such registration have withdrawn sufficient shares from such registration such that the remaining holders requesting registration would not have been able to request registration under the provisions of Section 2.1, or (iii) the offering of Registrable Securities pursuant to such registration becomes subject to any stop order, injunction or other order or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by any act or omission of Holders of Registrable Securities) and such stop order, injunction or other order or requirement of the Commission continues in effect for more than 20 days.

2.3. Expenses. With respect to each Demand Registration, the Holders shall pay, and shall reimburse the Company for, all Registration Expenses incurred in connection with such Demand Registration, including all underwriting or brokerage discounts, commissions, fees and expenses and all fees and expenses of counsel and other advisors hired by the Holders.

2.4. Underwriting. If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request. In such case, the Holders shall negotiate with an underwriter selected by them and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested registration; provided, however, that if a majority in interest of the Holders have not agreed with such underwriter as to the terms and conditions of such underwriting within twenty (20) days following commencement of such negotiations, a majority in interest of the Holders may select an underwriter of their choice. The right of the

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Holders to include Registrable Securities in such registration shall be conditioned upon (i) the Holders’ participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by a majority in interest of the Holders requesting such registration), (ii) the entry of the participating Holders (together with the Company and other holders distributing their securities through such underwriting) into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, and (iii) the completion and execution by the participating Holders of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements; provided, (A) that all of the representations by the Company to and for the benefit of such underwriter shall also be made to and for the benefit of such Holders of Registrable Securities, (B) that, to the extent it is customary in underwriting agreements relating to offerings of the type contemplated by the Holders, all of the other agreements on the part of the Company to and for the benefit of such underwriter shall also be made to and for the benefit of such Holders of Registrable Securities, (C) that any of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holders of Registrable Securities, and (D) that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriter(s) other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder’s intended method of distribution and any other representations required by law or reasonably required by the underwriter(s). For the avoidance of doubt, no Holder shall be required to give any representation, warranty or agreement as to whether or not the registration statement under which the Registrable Securities are registered, or any preliminary prospectus, final prospectus or summary prospectus contained therein, or amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading, or words to a similar effect. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all of its Registrable Securities by written notice to the Company, the managing underwriter and the other Holder; provided that such registration shall be counted as a Demand Registration for the purposes of calculating the remaining number of Demand Registrations to which the Holders are entitled pursuant to Section 2.2 of this Agreement unless all the Holders withdraw their Registrable Securities pursuant to this sentence. The securities so withdrawn shall also be withdrawn from registration.

2.5. Priority. Notwithstanding any other provision of this Article II, if the managing underwriter advises the Company in writing that the marketability of the offering would be adversely affected by the number of securities included in such offering, then the Company shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s), and the Company shall include in such registration the maximum number of Registrable Securities permitted by the underwriter to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder; provided, however, that securities to be included in such registration statement as a result of piggyback registration rights of others as well as any securities to be offered by the Company, its directors, officers and employees shall be excluded from the registration statement prior to the exclusion of any Registrable Securities held by the Holders.

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2.6. Registration on Form S-3. If, at the time of delivery of a request to the Company pursuant to Section 2.1, the Company is a registrant entitled to use Form S-3 or any successor thereto to register shares of Common Stock, then the Company shall use its commercially reasonable efforts to effect the Demand Registration on Form S-3 or any successor thereto.

ARTICLE III

PIGGYBACK REGISTRATION

3.1. Notice of Registration. (a) If, at any time after the expiration of the Lock-Up Period, the Company proposes to register any of its Common Stock under the Securities Act, either for its own account or for the account of any Person other than the Holders, but not including a registration (i) relating to employee stock option or purchase plans, (ii) relating to a transaction pursuant to Rule 145 under the Securities Act, or (iii) pursuant to a registration form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (a “Piggyback Registration”), then the Company will:

(X) give written notice thereof to the Holders at least 30 days prior to the filing of such registration statement (“Piggyback Notice”) setting forth the date on which the Company proposes to file such registration statement and advising each Holder of its right to have Registrable Securities included in such registration; and

(Y) use its commercially reasonable efforts to include in such Piggyback Registration up to the number of the Registrable Securities which the Holders request in writing to be so included within 20 days after receipt of the Piggyback Notice.

(b) If the Piggyback Registration relates, either wholly or partially, to the registration of shares of Common Stock held by other stockholders, and if the Company intends to register less than all of the shares of Common Stock held by such other stockholders, then the percentage of Registrable Securities held by each Holder that will be included in the Piggyback Registration will be no greater than the highest percentage of Common Stock that is being included for the other stockholders.

3.2. Expenses. If the Company proposes to register any securities in a Piggyback Registration for its own account, then the Company will pay the Registration Expenses relating to any such Piggyback Registration, and the Holders will pay any incremental expenses, if any, resulting from the inclusion of the Registrable Securities in such Piggyback Registration. In all other Piggyback Registrations, the Holders shall pay their pro rata share of the Registration Expenses based on the number of Registrable Securities being included in such Piggyback Registration as a percentage of the total number of shares of Common Stock being included in such Piggyback Registration. In no event shall the Company be responsible for any underwriting or brokerage discounts, commissions, fees or expenses, or any fees and expenses of counsel or other advisors hired by the Holders or by any other Person.

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3.3. Underwriting. If the distribution of shares of Common Stock covered by a Piggyback Registration is to be underwritten, then the Piggyback Notice will disclose this fact. In such case, the right of the Holders to include Registrable Securities in such registration shall be conditioned upon (i) the Holders’ participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein, (ii) the entry of the participating Holders (together with the Company and other holders distributing their securities through such underwriting) into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company, and (iii) the completion and execution by the participating Holders of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements; provided, however, that the Company shall use reasonable commercial efforts to ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities and authority to enter into the underwriting agreement, or such representations, warranties and agreements required by law or reasonably required by the underwriter(s). For the avoidance of doubt, no Holder shall be required to give any representation, warranty or agreement as to whether or not the registration statement under which the Registrable Securities are registered, or any preliminary prospectus, final prospectus or summary prospectus contained therein, or amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading, or words to a similar effect.

3.4. Priority. If the underwriter of the registered public offering referred to in Section 3.3 shall advise the Company in writing that the marketability of the offering would be adversely affected by the number of securities included in such offering, then the Company shall advise the Holders and securities shall be included in such offering in the following priority: first, the Common Stock proposed to be registered for the account of the Company, if any; second, the Common Stock proposed to be registered for the account of any stockholder of the Company, if any, who caused such registration to be effected pursuant to a demand registration right granted to such stockholder; third, the Common Stock (including Registrable Securities) requested to be included in such registration by the Holders (as modified by Section 3.1(b)) and by all other stockholders of the Company, allocated among the Holders and such other stockholders in accordance with the number of shares of Common Stock that each was originally permitted to include in such Piggyback Registration; fourth, the other securities requested to be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may withdraw therefrom by written notice to the Company and the underwriter, delivered at least 20 days prior to the effective date of the registration statement, without prejudice. Any securities excluded or withdrawn pursuant to the provisions of this Section 3.4 shall be withdrawn from and shall not be included in such Piggyback Registration.

3.5. Termination. The Company shall have the right to terminate or withdraw any Piggyback Registration initiated by it under this Article IV prior to the effectiveness of such registration whether or not any Holder has elected to include Registrable Securities in such registration.

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ARTICLE IV

PERMITTED DELAYS IN REGISTRATION

4.1. Suspension of Company Obligations. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation under Articles II and III of this Agreement to file any registration statement and to cause Registrable Securities to be registered as provided therein shall be suspended in the event that (i) the Company is currently engaged in an underwritten primary offering (other than an offering described in Section 3.1(a)(i), (ii) or (iii)), or (ii) a registration statement for a public offering of the Company’s securities was declared effective within the previous 120 days. The Company’s entitlement to such suspension shall continue only for so long as an event described in (i) or (ii) of the preceding sentence, or the effect thereof, is continuing, not to exceed 90 days. In addition, the Company’s obligation under Articles II and III of this Agreement to file any registration statement, to cause Registrable Securities to be registered, and to maintain the effectiveness of such registration statement shall be suspended (and, to the extent applicable, the Holders shall suspend the disposition of any Registrable Securities pursuant to a then currently effective registration statement) in the event that, in the good faith opinion of the Company’s Board of Directors, as certified to the Holders by the President of the Company, effecting or maintaining the effectiveness of the registration of Registrable Securities would be seriously detrimental to any material financing, acquisition, merger, disposition of assets, disposition of stock or other comparable transaction then being pursued by the Company or would require the Company to make public disclosure of information which could have a material adverse effect upon the Company. The Company’s entitlement to such suspension shall continue only for so long as an event described in the previous sentence, or the effect thereof, is continuing, not to exceed 75 days. The Company shall promptly notify the Holders in writing of the existence of any suspension event set forth in this Section 4.1. The Company shall be entitled to suspend its obligation to file any registration statement, to cause Registrable Securities to be registered, and, if applicable, to maintain the effectiveness of such registration statement pursuant to this Section 4.1 once during any 365-day period.

ARTICLE V

REGISTRATION PROCEDURES

5.1. Registration Procedures. Whenever the Company is obligated to register the Registrable Securities pursuant to this Agreement, the Company shall use its commercially reasonable efforts to:

(a) prepare and file with the Commission a registration statement with respect to such Holder’s Registrable Securities as expeditiously as possible, and in any event within 90 days of receiving the appropriate request from the Holders, and to include in such registration statement the Registrable Securities which the Company has been requested to register;

(b) cause all such Registrable Securities to be registered under the Securities Act as expeditiously as possible, and in any event within 120 days of filing such registration statement, and, subject to Section 4.1, to cause such registration statement to remain effective

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until the distribution described in the registration statement relating thereto has been completed or until the securities registered thereunder are eligible for sale or other distribution under Rule 144(k) or are no longer held by the Holders;

(c) furnish the Holders, their underwriters, if any, and their respective counsel, at such times so as to permit their reasonable review, the opportunity to review the registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and to consider in good faith incorporating any comments reasonably requested by the Holders, their underwriters, if any, and their respective counsel, provided that the Holders’, the underwriters’, if any, and their respective counsels’ review of such documents shall not delay the filing of the registration statement so long as such parties have been provided a reasonable time to review the same;

(d) make available for inspection by the Holders any documents as are customary for similar “due diligence” examinations afforded to selling security holders in secondary offerings; provided that the Company shall have no obligation to provide any materials that the Company’s Board of Directors reasonably believes constitutes a trade secret or proprietary information without a customary confidentiality agreement;

(e) make available for reasonable inspection by, or give reasonable access to, any underwriter participating in any disposition of Registrable Securities all pertinent financial and other records, pertinent corporate documents and properties of the Company, and to cause its senior management to participate in such management presentations and roadshows as such underwriters may reasonably request (provided that such managers are given reasonable advanced notice of such presentations and roadshows and that such managers shall only be obligated to participate in two roadshows, one per Demand Registration) and to cause the Company’s directors, officers and employees to supply all information reasonably requested by any such underwriter in connection with the offering thereunder;

(f) furnish to the Holder and to the underwriters of the securities being registered such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents incident thereto as such underwriters and the Holder from time to time may reasonably request;

(g) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(h) register or qualify the Registrable Securities covered by such registration statement under such other securities laws or state blue sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holder for the distribution of the Registrable Securities covered by the registration statement; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or to subject itself to taxation in any such states or jurisdictions wherein it would not but for the requirements of this paragraph (h) be required to do so;

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(i) enter into customary agreements (including an underwriting agreement in customary form and substance reasonably satisfactory to the Company, the Holders and the managing underwriter or underwriters of the public offering of such securities, if the offering is to be underwritten, in whole or in part);

(j) promptly notify the Holders at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of any Holder, promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided that, upon receipt of such notice from the Company, the Holders will forthwith discontinue disposition of its Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Holders receive the copies of the supplemented or amended prospectus covering such Registrable Securities (and the Holders shall return to the Company all copies of the unsupplemented or unamended prospectus covering such Registrable Securities);

(k) furnish the following documents at the request of the Holders (either on the date that any Registrable Securities are to be delivered to the underwriters for sale in connection with a registration pursuant to this Agreement if such securities are being sold through underwriters, or on the date that the registration statement becomes effective if such securities are not being sold through underwriters), (i) a signed opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders and (ii) letters dated such date and additionally, the date the offering is priced, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders; provided that the underwriter(s) deliver a representation letter, if so requested by such accountants, covering such matters as are customarily required as a precondition to the delivery of such accountant comfort letters;

(l) comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the registration statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and

(m) list all Registrable Securities covered by such registration statement on the Nasdaq or on such other securities exchange on which shares of Common Stock are then currently listed.

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ARTICLE VI

INDEMNIFICATION

6.1. Indemnification by the Company. In the event of any registration of any Registrable Securities pursuant to this Agreement under the Securities Act, the Company will indemnify and hold harmless each participating Holder, each of its directors, officers and controlling persons, if any, each other Person who participates as an underwriter for the Holders in the offering or sale of such securities and each other Person (including its officers and directors) who controls any such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such participating Holder or any such Person, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus, final prospectus or summary prospectus contained therein, or in any amendment or supplement thereto, or by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall reimburse such Holder, such Holder’s directors, officers and controlling persons, such Person participating as an underwriter for the Holders in the offering or sale of such securities and each other Person (including its officers and directors) who controls any such underwriter within the meaning of the Securities Act for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action or proceeding, whether commenced or threatened, in respect thereof); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any participating Holder or any other Person who participates as an underwriter in the offering or sale of such securities or any of their controlling persons, in either case, specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any participating Holder or any such underwriter or controlling person and shall survive the transfer of such securities by the Holder.

6.2. Indemnification by Participating Holders. Each of the participating Holders whose Registrable Securities are included or are to be included in any registration statement, as a condition to including Registrable Securities in such registration statement, hereby agrees, severally but not jointly, to indemnify, hold harmless and reimburse (in the same manner and to the same extent as set forth in Section 6.1) the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person who controls any such underwriter within the meaning of the Securities Act with respect to any such loss, claim,

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damage or liability (or action or proceeding, whether commenced or threatened, in respect thereof) and any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action or proceeding, whether commenced or threatened, in respect thereof) which arises out of or is based on any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by any participating Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the indemnity agreement contained in this Section 6.2 shall not apply to amounts paid in settlement of any loss, claim, damage or liability (or action or proceeding in respect thereof) or expense if such settlement is reached without the consent of such Holder; and provided, further, that the liability of each Holder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the net proceeds from the sale of the shares sold by the Holder under such registration statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by the Holder from the sale of Registrable Securities covered by the registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, or any such underwriter or controlling person and shall survive the transfer of such securities by any participating Holder.

6.3. Notices of Claims. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 6.1 or 6.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Section 6.1 or 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the indemnified party may participate in such defense at the indemnified party’s expense and provided, further, that all indemnified parties shall have the right to employ one counsel to represent them if, in the reasonable judgment of such indemnified parties, it is advisable for them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the indemnifying party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the indemnifying party. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and

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expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel for the indemnified parties. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.

6.4. Contribution. If, for any reason, the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of the expense, loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), as well as any other relevant equitable considerations. The amount paid or payable by a party as a result of the expense, loss, claim, damage or liability referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other means of allocation, unless such contribution takes into account the equitable considerations referred to in this paragraph. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

ARTICLE VII

INFORMATION BY PARTICIPATING HOLDERS

7.1. Information Regarding Participating Holders. If any Registrable Securities are included in any registration, each participating Holder shall promptly furnish to the Company and any applicable underwriter such information regarding such Holder and the distribution proposed by such Holder as the Company or such underwriter may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

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ARTICLE VIII

RULE 144 SALES

8.1. Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may permit the sale of Registrable Securities to the public without registration or through short form registration forms, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to each Holder, so long as such Holder owns any Registrable Securities, upon request, a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such Holder may reasonably request in availing itself of any rule or regulation of the Commission permitting such Holder to sell any such securities without registration.

ARTICLE IX

RESTRICTIONS ON TRANSFER

9.1. Restrictions on Transferability. (a) During the Lock-Up Period, the shares of Common Stock held by the Holders may not be Transferred, in whole or in part, except to a Permitted Transferee or in accordance with Section 9.1(b). After the Lock-Up Period, the shares of Common Stock held by the Holders may be Transferred, in whole or in part, to (i) a Permitted Transferee or (ii) a Person who is not a competitor of the Company and who, after such Transfer, will not beneficially own (as that term is defined in Section 13 of the Securities Act) more than 3.0% of the issued and outstanding shares of Common Stock, unless the Company consents in writing to such a Transfer that would result in the beneficial ownership of more than 3.0% of the issued and outstanding shares of Common Stock by such Person; provided that, in the case of clause (ii) above:

(i) there is in effect a registration statement under the Securities Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement; or

(ii) such Transfer is eligible under Rule 144 or such Transfer is otherwise made in accordance with applicable securities law, and the Holder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Transfer.

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(b) The shares of Common Stock held by the Holders may be transferred at any time, in whole or in part, (i) pursuant to a tender offer within the meaning of the Exchange Act for any or all of the shares of Common Stock of the Company, (ii) in connection with any plan of reorganization, restructuring, bankruptcy, insolvency, merger or consolidation, reclassification, recapitalization, or, in each case, similar corporate event of the Company, or (iii) an involuntary transfer pursuant to operation of law.

9.2. Restrictions on Sales During Registration Periods. In addition to the restrictions set forth in Section 9.1, each Holder agrees not to offer, sell (including pursuant to Rule 144), distribute, short sale, loan, grant an option for the purchase, enter into any swap or hedge agreement, or otherwise Transfer any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, during the 15 days prior to and the 90 days after the effective date of any underwritten public offering of the Company’s securities, unless the Company’s Board of Directors and the underwriters managing such public offering otherwise agree; provided, however, that such restriction shall not apply to any Registrable Securities, if any, included in the registration statement related to such underwritten public offering unless all executive officers and directors of the Company shall also have agreed not to effect any offer, sale, distribution, short sale, loan, grant an option for the purchase, enter into any swap or hedge agreement, or otherwise Transfer any Common Stock or any securities convertible or exchangeable for Common Stock under the circumstances and pursuant to the terms set forth in this Section 9.2. The Holders shall not take any action with respect to any distribution deemed to be made pursuant to any Demand Registration or Piggyback Registration that would constitute a violation of Regulation M under the Exchange Act.

9.3. No Participation in Other Securities Offerings. The rights granted by the Company hereunder shall be the exclusive rights granted to Holders with respect to Registrable Securities. Except as otherwise provided herein, the Holders shall have no rights to participate in any offering of securities by the Company to third parties, whether such offering is effected pursuant to registration under the Securities Act or pursuant to an exemption from registration thereunder.

ARTICLE X

TERMINATION

10.1. Termination. This Agreement and the rights provided hereunder shall terminate and be of no further force and effect with respect to each Holder on the date such Holder shall no longer hold any Registrable Securities. This Section 10.1 shall not, however, apply to the provisions of Article VI of this Agreement, which shall survive the termination of this Agreement.

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ARTICLE XI

MISCELLANEOUS

11.1. Successors and Assigns. Subject to the provisions of Section 9.1, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, assigns and transferees of the parties. If any successor, assignee or transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.

11.2. Notices. All notices and other communications provided for hereunder shall be in writing and sent by registered or certified mail, return receipt requested, postage prepaid or delivered in person or by courier, telecopier or electronic mail, and shall be deemed to have been duly given on the date on which personally delivered to, or actually received by, the party to whom such notice is to be given at its address set forth below, or at such other address for the party as shall be specified by notice given pursuant hereto:

(a)	if to the Company, to:
	Central European Distribution Company
	Two Bala Plaza
	Suite #300
	Bala Cynwyd, PA 19004
	United States of America
	Attn: William V. Carey, President
	with a copy to:
	Dickstein Shapiro Morin & Oshinsky, LLP
	1177 Avenue of the Americas, 41st Floor
	New York, NY 10036
	United States of America
	Attn: Malcolm I. Ross, Esq.
(b)	If to the Holders, to:
	Botapol Management B.V.
	Watstraat 61,
	2723 RB Zoetermeer
	The Netherlands
	and
	Takirra Investment Corporation N.V.
	Fokkerweg 26, Unit 301
	Curaçao
	The Netherlands Antilles

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with a copy to:

Linklaters Paris

25, rue Marignan

75008 Paris

France

Attn: Patrick Rignell/Thomas N. O’Neill III

11.3. Governing Law. This Agreement and any controversy or claim arising out of or relating to this Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflicts of laws.

11.4. Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

11.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts.

11.6. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

11.7. Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

11.8. Gender and Other References. Unless the context clearly indicates otherwise, the use of any gender pronoun in this Agreement shall be deemed to include all other genders, and singular references shall include the plural and vice versa.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

By:

Name:

Title:

BOTAPOL MANAGEMENT B.V.

By:

Name:

Title:

TAKIRRA INVESTMENT CORPORATION N.V.

By:

Name:

Title:

Schedule A

Name of Shareholder	Number of Shares of Common Stock
Botapol Management B.V.
Takirra Investment Corporation N.V.
	TOTAL:

A-1

EX-10.2

Exhibit 10.2

Dated [·] 2005

Distilleerderijen Erven Lucas Bols B.V.

and

Central European Distribution Corporation

and

Carey Agri International Poland Sp. z o.o.

TRADE MARK LICENCE

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

This Agreement is made on [·] 2005 between:

(1) Distilleerderijen Erven Lucas Bols B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its registered office at Wattstraat 61, Zoetermeer, The Netherlands (company registration number 27164355 (the “Licensor”);

(2) Carey Agri International Poland Sp. z o.o., a limited liability company organized under the laws of Poland whose registered office is at ul. Bokserska 66a, 02-680 Warszawa, Poland (“Carey Agri”); and

(3) Central European Distribution Corporation a Delaware corporation with its principal executive office at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania, United States of America (“CEDC” and together with Carey Agri, collectively the “Licensee”).

Whereas:

(A) The Licensor wishes to licence certain trade mark rights it owns in Poland and Russia to the Licensee.

(B) The Licensee wishes to use such trade mark rights in accordance with the terms and conditions of this Agreement.

It is agreed as follows:

1 Interpretation

1.1 Definitions

“Affiliate” means a Subsidiary or Holding Company of a party and a Subsidiary of any such Holding Company;

“Commencement Date” means the date of this Agreement;

“Competitor” means any person engaged in the business of producing and/or selling any alcoholic beverage which competes directly with the business of the Licensor or any of its Affiliates;

“Expert” means an independent chartered accountant who is an expert in brand valuation;

“Licence” has the meaning ascribed to it in Clause 2.1;

“Licensed Products” means any Product supplied under the Marks in accordance with this Agreement;

“Licence Termination Event” means the termination events as described in Clause 13;

“Marks” means any mark in the Territory that includes the words BOLS VODKA or any similar words, including but not limited to the various marks brief particulars of which are set out in Schedule 1;

“Owner” means Distilleerderijen Erven Lucas Bols B.V. or those who acquire ownership of any of the Marks from time to time;

“Product” means vodka (including flavoured vodkas), vodka ready-to-drink or vodka coolers and any goods or services which are incidental to the sale of Bols vodka products and are to be employed in any advertising or promotional campaign;

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“Standards of Quality” means the quality, standards, specifications and directions in relation to the Product or the manner in which the Marks are or shall be used which are set out in Schedule 2 as the same may be varied from time to time by agreement between the parties;

“Subsidiary” means a subsidiary of another company (its “Holding Company”) if that other company, directly or indirectly, through one or more subsidiaries:

(i) holds a majority of the voting rights in it;

(ii) is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

(iii) is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

(iv) has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply;

“Territory” means Poland and Russia, as well as any additional lands that formally become part of Poland or Russia due to political changes or other changes over time;

“Termination Date” means the day of termination of this Agreement in accordance with Clause 13.

1.2 Modification and re-enactment of Statutes

References to any statutory provision include that provision as from time to time modified or re-enacted.

1.3 Recitals, Clauses etc.

References to this Agreement include its Recitals and Schedules and references to Recitals, Clauses and Schedules are to Recitals and, Clauses of and Schedules to, this Agreement.

1.4 Legal Terms

References to any English legal term shall, for any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

2 Licence

2.1 Subject to the terms and conditions of, and in consideration of the undertakings given by the Licensee to the Licensor in, this Agreement, the Licensor hereby grants to the Licensee a perpetual, exclusive, royalty-free, assignable and sub-licensable licence to use the Marks on or in relation to the manufacture, marketing and sale of Licensed Products in the Territory and to use the name “Bols” as the corporate name for the company which has company number 0000013113 provided that such company only manufactures, markets, sells and distributes Bols Vodka and only distributes any other brands of the Licensor or any of its Affiliates and the Licensee accepts such licence and the use of such name (the “Licence”).

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2.2 The Licensor shall not during the term of this Agreement itself exercise, or grant any sub-licence to any third party to exercise, the rights granted to the Licensee under Clause 2.1.

2.3 The rights granted to the Licensee under Clause 2.1 are limited to the use of the Marks on and in relation to any Product which complies with the Standards of Quality.

2.4 Each party shall if so requested by the other party complete such documents and forms in such form as may be required in order to register the Licence.

2.5 The Licensee shall not:

2.5.1 undertake any advertising of the Licensed Products in any country, or specifically aimed at any customers, outside the Territory;

2.5.2 actively seek orders for Licensed Products from outside the Territory;

2.5.3 establish any branch dealing in or offering of Licensed Products or maintain any distribution depot for Licensed Products outside the Territory. The Licensee shall promptly pass on to the Licensor enquiries for Licensed Products received from outside the Territory.

3 Quality Control

3.1 The Licensee shall ensure that:

3.1.1 the Licensed Products manufactured and/or supplied by the Licensee comply with the Standards of Quality;

3.1.2 all applicable regulations, laws and codes of practice are complied with by the Licensee; and

3.1.3 the Licensor’s recommendations as to quality control methods, testing procedures and similar matters, brief particulars of which are set out in Schedule 2, are strictly adhered to.

3.2 The Licensee shall not do anything, or fail to do anything, which act or omission may jeopardise any regulatory or other relevant consents, permits or approvals relating to the Licensed Products.

3.3 The Licensee shall promptly notify the Licensor on becoming aware of any actual breaches of applicable laws or regulations relating to the manufacture or sale of the Licensed Products.

3.4 Provided that all licensees inside the European Union who have been granted a licence by the Licensor to manufacture, market and/or sell the Products are subject to an equivalent notice obligation in relation to their respective territories, the Licensee shall procure that all the Licensed Products sold and all quotations, specifications, advertisements and other materials relating to the Licensed Products are marked with a notice, in a form to be approved by the Licensor, stating that:

3.4.1 the Marks are used under licence from the Licensor and including any particulars of the Marks; and

3.4.2 the Licensed Products are not for sale outside the Territory;

as may be requested by the Licensor from time to time, or as required by the laws in force in the Territory (or relevant part of it). Upon receipt of the proposed notice, the Licensor has

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thirty days to approve the notice, such approval not to be unreasonably withheld by the Licensor. If the Licensor does not approve or object to the notice within this time period, the notice shall be deemed approved.

3.5 The Licensee shall not engage in any conduct which has material adverse effect on, or is reasonably likely in the future to have a material adverse effect on, any “Bols” marks or similar marks (whether inside or outside of the Territory) which are owned by the Licensor or any of its Affiliates.

3.6 Subject to Clause 3.7, no trade mark or logo, apart from the Marks, may be affixed to or used in relation to the Licensed Products in any form whatsoever. The Licensee shall not use any other trade marks which are, in the reasonable opinion of the Licensor, confusingly similar to any of the Marks and, save as provided in Clause 2.1 above, shall not use the Marks or any words confusingly similar to any of the Marks as, or as part of, its corporate or trading name.

3.7 Notwithstanding Clause 3.6 above, the Licensee may identify itself as the supplier of the Licensed Products.

4 Marketing and Promotion

4.1 The Licensee shall ensure that its advertising and marketing of the Licensed Products is consistent with the reputation, image and prestige of the Marks at the Commencement Date, including the Standards of Quality.

4.2 The Licensor and Licensee shall meet quarterly to discuss the text and layout of all advertisements and promotional material proposed by the Licensee relating to the Licensed Products, including prior to the use by the Licensee of such advertisements and promotional material, to assist the Licensee to comply with its obligation under Clause 4.1, and the Licensee shall provide samples of its advertisements and promotional material to the Licensor at the request of the Licensor. If upon receipt of any advertisements and/or promotional material, the Licensor does not object within thirty days, such advertisements and/or promotional materials will be deemed acceptable. If any objection is raised by the Licensor, the objection must be reasonable, must be set forth in writing, must specifically state the nature of the objection and reasons for the objection.

5 Trade Marks

5.1 The Licensor warrants to the Licensee that the Licensor owns all right, title and interest in the Marks; that the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate or conflict with any applicable laws or orders and does not require the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each of the registrations for the Marks is valid and subsisting and is enforceable in the Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1.

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5.2 The Licensee acknowledges that it does not have any right, title or interest in or to the Marks other than such as may be granted or confirmed to it under this Agreement.

5.3 The Licensee shall not do anything that is likely to diminish the rights of the Licensor in the Marks or to impair any registration of the Marks or to devalue the Marks in any way.

5.4 Subject to the terms of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory.

5.5 The Licensee shall not:

5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Mark for any products or services in any country; or

5.5.2 apply for or obtain registration of any trade mark in any country which consists of or comprises any of the Marks or any confusingly similar words or devices.

5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks and to prosecute to registration any pending applications for Marks and the Licensee shall bear all the costs of, and provide all necessary assistance in relation to, such maintenance and prosecution of the Marks in the Territory. If subsequent to the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and the provisions of this Agreement shall be deemed to have been modified accordingly.

5.7 If the Licensee desires to use any improvements to the Marks or any other newly conceived intellectual property relating to the words BOLS VODKA or any similar words, it will obtain the Licensor’s prior written approval for the use thereof. All right, title and interest in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only in accordance with the terms of this Agreement. Upon the granting of approval to use such improvements, designs, concepts artwork, and other newly conceived intellectual property, the Licensor shall maintain and endeavour to procure registration of such items in accordance with Clause 5.6.

6 Licensor’s Covenants

The Licensor covenants that, subject to the terms of this Agreement, neither the Licensor (or any of its assignees thereof) nor any of its Affiliates shall take or cause to be taken any action contrary to the Licensee’s rights under this Agreement to use, and have quiet enjoyment of, the Marks within the Territory. Without limiting the generality of the foregoing, the Licensor shall use reasonable endeavours to ensure that any contract for the sale by the Licensor or its Affiliates of Products using the BOLS VODKA mark outside the Territory shall incorporate clauses which prevent the counterparty to such contract from actively selling Products using the BOLS VODKA mark into the Territory.

7 Indemnity

7.1 The Licensee shall indemnify the Licensor against any costs, expenses, losses or damages suffered by or payable by the Licensor arising out of the Licensee’s activities in

5

accordance with or in breach of this Agreement, including those arising out of defects (whether obvious or hidden) in any Licensed Products manufactured, promoted, distributed or sold by the Licensee in the Territory or arising from personal injury or any infringement of any rights of the Licensor or of any third party by the manufacture, sale, possession or use of the Licensed Products by the Licensee or the Licensee’s failure to comply with all applicable laws and regulations, except to the extent that such costs, expenses, losses or damages were incurred as a result of a breach of the Licensor’s warranties in Clause 5.1.

7.2 The Licensor shall indemnify the Licensee against any costs, expenses, losses or damages suffered by or payable by the Licensee arising out of (i) any breach of any of the Licensor’s warranties in Clause 5.1, (ii) any material breach of any of the Licensor’s covenants in this Agreement, or (iii) the Licensor’s activities outside the Territory, including those arising out of defects (whether obvious or hidden) in any Licensed Products manufactured, promoted, distributed or sold by the Licensor outside the Territory or the Licensor’s failure to comply with all applicable laws and regulations outside the Territory.

8 Infringement, Invalidity and Revocation

8.1 Each party shall promptly notify the other party on becoming aware of any challenge to the validity of, or action to revoke, or actual or suspected infringement of, or any alleged infringement of the intellectual property rights of others by the use of, any of the Marks within or affecting the Territory (“Third Party Acts”).

8.2 The Licensor and the Licensee shall take such action as they jointly agree necessary in relation to any Third Party Acts within the Territory. In circumstances where only the Licensor or the Licensee wishes to bring proceedings in respect of Third Party Acts within the Territory or the other party has not responded in writing to the other within a period of three days of notification of such Third Party Act (or such shorter period as may be required in cases which require urgent action) the former party alone shall have the right to take and have control over any action it deems necessary.

8.3 The party controlling any action in respect of Third Party Acts shall keep the other party informed of the progress of such action and shall have regard to any suggestions or comments that the other party may have in relation thereto. No party shall settle any action without the other party’s consent, such consent not to be unreasonably delayed or withheld.

8.4 The Licensee shall pay for the reasonable cost of any action in respect of Third Party Acts within the Territory (including the costs of IFSP or any other third party instructed to investigate any actual or suspected infringement of the Marks), and shall be entitled to any damages, account of profits and awards of costs recovered in relation thereto.

9 Disclosure and Confidentiality

9.1 If the Licensee, any of its Affiliates, employees, agents or advisers receives confidential, or proprietary information supplied by or relating to the Licensor the Licensee shall keep the same confidential and shall not disclose this information to any person other than (i) its officers or employees and (ii) persons engaged by the Licensee to manufacture or sell the Licensed Products on the Licensee’s behalf, in each case only if, and to the extent, necessary for the performance of the Licensee’s obligations, and in pursuance of its rights, under this Agreement.

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9.2 If the Licensor, any of its Affiliates, employees, agents or advisers receives confidential, or proprietary information supplied by or relating to the Licensee the Licensor shall keep the same confidential and shall not disclose this information to any person other than to the extent necessary for the performance of any the Licensor’s obligations, and in pursuance of its rights, under this Agreement.

9.3 The obligations of confidentiality set out in Clauses 9.1 and 9.2 shall not extend to information which:

9.3.1 was publicly available at the time of its disclosure under this Agreement; or

9.3.2 becomes publicly available following disclosure under this Agreement (other than as a result of disclosure by the receiving party or any other person contrary to the terms of this Agreement); or

9.3.3 was lawfully in the receiving party’s possession prior to disclosure under this Agreement (as can be demonstrated by the receiving party’s written records or other reasonable evidence) free of any restriction as to its use or disclosure; or

9.3.4 following disclosure under this Agreement, becomes available to the receiving party (as can be demonstrated by the receiving party’s written records or other reasonable evidence) from a source other than the disclosing party, which source is not bound by any obligation of confidentiality to the disclosing party in relation to such information.

10 Assignment and Sub-Licensing

10.1 Save for Affiliates of the Licensee to whom the Licensee may assign or sub-license all or any of its rights under this Agreement, and save for any subcontractors to whom the Licensee may sub-licence all or any of its rights under this Agreement for the manufacture of Licensed Products, in each case without the prior written consent of the Licensor, the Licensee may assign or sub-license all or any of its rights under this Agreement to a third party provided that prior to such assignment or sub-licence it notifies the Licensor in writing of the terms of the assignment or sub-licence of rights offered by or to that third party and provides to the Licensor a certified copy of the assignment or sub-licence or other transfer agreement and all other related agreements or documentation to be concluded in connection therewith with such third party. The Licensor has a right of first refusal for 30days upon receipt by the Licensor of such notice, to notify the Licensee that it wishes to acquire the rights under this Agreement on the terms and conditions offered by such third party. During that period the Licensee shall not enter into any assignment or sub-licence with that third party. If during that period the Licensor notifies the Licensee that it wishes to acquire such rights offered by such third party, the parties shall enter into an assignment or sub-licence on terms no less advantageous to the Licensor in any respect than those offered by or to the third party. In the absence of such notification or any notification by the Licensor to the contrary during that period, the Licensor shall be deemed to have refused such assignment or sub-licence and the Licensee shall be entitled freely to assign or sub-license its rights under this Agreement to the third party but only on the terms and conditions of the agreements which have been communicated to the Licensor in the manner described above.

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10.2 Any assignment or sub-licence granted to any third party (including Affiliates of the Licensee) in accordance with Clause 10.1 shall be subject to, and be on terms and conditions no less stringent than, the terms and conditions of this Agreement.

10.3 Notwithstanding Clauses 10.1 and 10.2, the Licensee shall not, and shall ensure that any assignees or sub-licensees shall not, assign or license any rights under this Agreement to any Competitor at any time.

10.4 The Licensee shall be responsible to the Licensor for the acts and omissions of its permitted assignees and sub-licensees as if they were those of the Licensee itself.

10.5 The provisions of this Clause 10 (other than Clause 10.3) shall not apply to the Licensee’s sale, directly or indirectly, of its entire Bols vodka business to a person who is not a Competitor (including the sale in one transaction of its interest in both Bols Sp. z o.o. and the Marks).

10.6 The Licensor is at any time entitled to assign all and any of its rights in the Marks, and, upon the assignee of such rights unconditionally assuming all of the Licensor’s obligations hereunder and acknowledging all of the rights granted to the Licensee under this Agreement, the Licensee shall enter into a novation agreement with a third party to whom the Licensor wishes to assign all or any of the rights (together with the corresponding obligations) under this Agreement.

11 Insurance

11.1 The Licensee shall at its own expense carry product liability and comprehensive general liability insurance covering the Licensed Products which is no less than the current level of insurance cover maintained by the Licensor.

11.2 The Licensee shall give the Licensor a certificate or other evidence confirming the existence of such insurance.

12 Term

12.1 The term of this Agreement shall commence on the Commencement Date and shall continue for an indefinite period, unless terminated in accordance with Clause 13.

13 Termination

13.1 The Licensor may terminate this Agreement in respect of either Poland or Russia or both as the Licensor deems fit immediately by giving notice to the Licensee if one of the following events occurs (each a “Licence Termination Event”), namely the Licensee:

13.1.1 (1) sells products using the Marks other than the Products in the Territory, or, (2) (save as provided in Clause 2.1), uses the word “Bols” in any corporate name or (3) materially breaches Clause 3 of this Agreement in a manner that impairs any registration of the Marks, materially devalues the Marks or otherwise materially prejudices the rights of the Licensor or any of its Affiliates in any “Bols” marks or similar marks whether inside the Territory or outside the Territory, or (4) breaches Clause 10 of this Agreement, and the Licensor gives notice to the Licensee to remedy the breach (or to the extent that the breach is not capable of remedy, to pay compensation for the damage arising from such breach) and the Licensee fails to do so within 30 days of receipt of such notice;

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13.1.2 is adjudicated bankrupt, files or has filed against it a voluntary or involuntary petition under Chapter 7 of title 11 of the United States Code (the “Bankruptcy Code”) which in the case of an involuntary petition remains undismissed for 5 days or makes a general assignment for the benefit of its creditors;

13.1.3 compulsorily or voluntarily enters into liquidation (including a liquidation under Chapter 7 of the Bankruptcy Code), except for the purposes of a bona fide reconstruction or amalgamation and with the prior written approval of the Licensor;

13.1.4 has a receiver, manager or trustee appointed over the whole or a substantial part of its undertakings or assets;

13.1.5 becomes a Subsidiary of a Competitor or a Competitor otherwise obtains rights in the Marks, whether directly or indirectly; or

13.1.6 ceases its business.

13.2 The provisions of Clause 13.1.5 above shall automatically terminate and be of no further force and effect on the date on which Rémy Cointreau or the Licensor itself becomes a Subsidiary of a Competitor.

14 Effect of Termination

14.1 Upon termination of this Agreement by the Licensor in accordance with Clause 13:

14.1.1 subject to Clause 14.2, the Licence shall cease immediately and the Licensee shall have no right whatsoever to assign or transfer this Agreement by operation of law or otherwise to any third party;

14.1.2 subject to Clause 14.2, the Licensee shall cease to manufacture and sell or offer or dispose of any products or services of any type or description under or by reference to the Marks or any confusingly similar mark;

14.1.3 the Licensee shall return to the Licensor all confidential, or proprietary information supplied by or relating to the Licensor (including all copies in whatever form of any such information) and shall not use that information for any purpose;

14.1.4 the Licensee shall co-operate with the Licensor in cancelling any registration of this Agreement as a licence or of the Licensee as a permitted user of the Marks; and

14.1.5 all sub-licences granted by the Licensee shall terminate automatically save that the Licensor may, at its option, take over any or all sub-licences.

14.2 After the termination of this Agreement in accordance with Clause 13 the Licensee may, for a period of two months from that date, continue to sell any Licensed Products to which the Marks applied prior to the Termination Date on the terms set out in this Agreement.

14.3 Termination of this Agreement pursuant to Clause 13 shall be without prejudice to the right to seek compensation for the breach by any party of any provisions of this Agreement.

14.4 Upon termination of this Agreement in accordance with Clauses 13.1.2, 13.1.3, 13.1.4, 13.1.5 and 13.1.6 (but not for the avoidance of doubt Clause 13.1.1), the Licensor shall pay to the Licensee an amount agreed between the parties in immediately available US Dollar funds reflecting the fair market value of this Agreement at the time of such termination.

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14.5 In the event that the parties cannot in good faith agree on the amount to be paid pursuant to Clause 14.4 within 30 days of termination under Clause 13.1.5, the matter may be referred by either party for determination by the Expert. The Expert shall be appointed by agreement between the parties, or if the parties cannot agree on such an appointment within 7 days of a request to refer the matter for expert determination, by the president of the Institute of Chartered Accountants. The following terms of reference shall apply:

14.5.1 the parties shall give the Expert all reasonable co-operation;

14.5.2 the Expert may have access to all relevant documents of the parties, subject to any confidentiality provisions, within the time limits laid down by the Expert;

14.5.3 the parties may make representations and submissions to the Expert but there shall be no formal hearing;

14.5.4 the Expert shall make the determination within 30 days of appointment as Expert and shall notify the parties of the determination in writing;

14.5.5 in giving such determination the Expert shall have regard to all relevant factors and commonly-accepted valuation methodologies and shall specify the methodology or methodologies used to calculate the amount payable;

14.5.6 the Expert shall act as an expert (and not as an arbitrator) in making any such determination which shall be final and binding on the parties (in the absence of fraud or manifest error); and

14.5.7 the expenses of any such determination by the Expert shall be borne equally between the parties.

14.6 In the event the Licensee becomes a debtor under Chapter 7 of the Bankruptcy Code, the Licensee or any trustee appointed under the Licencees’ bankruptcy may not assume or assign this Agreement in accordance with Section 365(a) of the Bankruptcy Code.

15 Government Approval

If any Government approval is required in relation to this Agreement in any country in the Territory or the country in which the Licensee resides/is registered, the Licensee shall obtain such approval(s) and shall provide the Licensor with a certified copy of such approval together with a translation in English, where applicable.

16 Force Majeure

16.1 The obligations of each party under this Agreement shall be suspended during the period in which and to the extent that such party is prevented from or hindered in complying with them by any cause beyond its reasonable control including, without limitation, strikes, lock-outs, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental direction, accident, break-down of plant or machinery, fire, flood or storm.

16.2 If any such event prevents the Licensee from complying with its obligations under this Agreement for a continuous period of 6 months, the Licensor shall have the right to

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terminate this Agreement on giving the Licensee 6 months’ written notice. This Agreement shall automatically terminate on expiry of such notice unless, during that period, the Licensee is no longer prevented from complying with its obligations and is, before the end of that period, again complying wholly or substantially with its obligations.

17 Whole Agreement

This Agreement supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement and 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. Each party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it. So far as permitted by law and except in the case of fraud, each party agrees and acknowledges that its only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).

18 Mitigation

Each party shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any losses, liabilities, claims or expenses, which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.

19 Severance

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part in any jurisdiction, under any enactment or rule of law, such provision or part shall to that extent, in such jurisdiction, be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

20 Variation/Waiver

20.1 No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties and the Owner.

20.2 No delay or forbearance by either party or the Owner in exercising any right or remedy arising under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy.

21 Notices

21.1 Any notice given under this Agreement shall be in writing and may be delivered to the relevant party or sent by recorded delivery or fax to the address or fax number stated in this Agreement or to such other address or fax number as may be notified by that party for this purpose, and shall be effective notwithstanding any change of address or fax number not notified. Notice may not be given under this Agreement by e-mail.

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21.2 For the purposes of this Clause 20, the address and fax number of each of the Licensor and Licensee are as follows:

21.2.1 Licensor: [address] [fax number]

21.2.2 Licensee: Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania, United States of America, Fax:

21.3 Unless proved otherwise, a notice shall be deemed to have been given, if sent by letter, 48 hours after the date of posting, and if delivered or sent by fax during the hours of 9.00 a.m. to 6.00 p.m., when left at the relevant address or transmitted (as applicable), and otherwise on the next working day.

22 Rights of Third Parties

22.1 Subject to the provisions of Clauses 10 and 19, nothing contained in this contract shall confer on any person any benefit or right to enforce any term of this contract whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

23 Governing Law and Submission to Jurisdiction

23.1 The provisions of this Agreement are governed by, and shall be construed in accordance with, the laws of England and Wales.

23.2 All disputes which may arise out of or in connection with this Agreement shall be referred to and finally resolved by arbitration at the written request of either party under the rules of the International Court of Arbitration, which rules are deemed to be incorporated by reference into this clause. The parties agree that the arbitration shall take place before one arbitrator in London and in English. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales to support and assist the arbitration process pursuant to this clause, including if necessary the grant of interlocutory relief pending the outcome of that process.

24 Joint and Several Liability of the Licensee

24.1 CEDC and Carey Agri shall each be entitled to the rights, and shall each be jointly and severally liable for the obligations, of the “Licensee” under this Agreement.

In witness whereof this Agreement has been entered into on the date stated at the beginning.

SIGNED by on behalf of Distilleederijen Erven Lucas Bols B.V. }

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SIGNED by on behalf of Central European Distribution Corporation	}
SIGNED by on behalf of Carey Agri International Poland Sp. z o.o.	}

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EX-10.3

Exhibit 10.3

DATED [·], 2005

(1) CLS REMY COINTREAU

and

(2) CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

(3) BOLS Sp. z.o.o.

DISTRIBUTION AGREEMENT

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TABLE OF CONTENTS

			Page No.
Clause
	1.	Interpretation	3
	2.	Terms of Appointment	6
	3.	Obligations of Distributor	6
	4.	Obligations of the Supplier	11
	5.	Terms of Sale	12
	6.	Liability	13
	7.	Insolvency of Distributor	14
	8.	Resale by the Distributor	14
	9.	Additional STOCKS	15
	10.	Intellectual Property Rights	15
	11.	Exclusion and Limitation of Liability	18
	12.	Term	19
	13.	Default and Termination	20
	14.	Consequences of Termination	20
	15.	Force Majeure	22
	16.	Confidentiality and Announcements	22
	17.	CEDC Guarantee	24
	18.	Miscellaneous Provisions	24
	19.	Governing Law and Jurisdiction.	27
Schedules
	1.	Brands

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DISTRIBUTION AGREEMENT

THIS AGREEMENT (this “Agreement”) is made on [·], 2005

BETWEEN:

(1) CLS Rémy Cointreau, a company registered under the laws of France, whose registered office is at 21 Boulevard Haussmann, 75009 Paris, France (the “Supplier”);

(2) Central European Distribution Corporation, a company registered under the laws of Delaware, whose registered office is at Two Bala Plaza, Suite 300, Philadelphia, United States of America (the “Guarantor”); and

(3) Bols S.p. z.o.o., a company registered under the laws of Poland whose registered office is at [·], (the “Distributor”).

WHEREAS:

(A) The Distributor carries on the business of distributing and selling wines and spirits within the Market (as defined below), and is also involved in certain marketing activities.

(B) The Supplier wishes to appoint the Distributor as exclusive distributor for the promotion and sales of the Stocks under the Brands (as defined below) in the Market, on the terms and subject to the conditions of this Agreement.

(C) The Guarantor has agreed to guarantee the performance by the Distributor, a subsidiary of the Guarantor, of its obligations under this Agreement.

WHEREBY IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the following words and expressions bear the meanings respectively set out below:

“Affiliate” means a Subsidiary or Holding Company of a party and a Subsidiary of any such Holding Company;

“Arbitral Tribunal” has the meaning set out in Clause 19.2;

“Brand Manager” means a person employed by the Distributor full time to manage the promotion, distribution and sale of the Stocks;

“Brands” means the trade marks listed in Schedule 1 (as may be varied from time to time by the Supplier), and “Brand” means any one of them;

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“Business Day” means any day (other than a Saturday or Sunday) on which banks generally are open for business in the principal place of business of the Supplier and in the Market;

“CEDC Group” means the Guarantor and any subsidiary of the Guarantor from time to time;

“Change of Control” means, in relation to the Distributor, if the Distributor becomes a (direct or indirect) subsidiary of any third party;

“Delivery” has the meaning set out in Clause 5.2;

“Depletions” has the meaning sales made for value on an arms length basis by the Distributor to wholesale or retail customers of the Distributor (but excluding sales made on a sale or return or similar basis and excluding any returns accepted by the Distributor).

“Disclosing Party” has the meaning set out in Clause 16.2;

“Dispute” has the meaning set out in Clause 19.2;

“Effective Date” means the date of this Agreement;

“Force Majeure” means, in relation to any party, any circumstances caused by an unpredictable and unavoidable event such as act of God, act or regulation of any governmental or supra-national authority, war or national emergency, accident, epidemic, fire, flood, riot, strike, lock-out, or other form of industrial action;

“Holding Company” means any company which has one or more subsidiaries and such company shall be deemed to be the holding company of such subsidiaries;

“Intellectual Property Rights” means all inventions, patents, registered designs, design rights, database rights and copyrights, know-how, internet names, domain names, email address names, business names, trade marks, trade dress, logos, colour schemes and other source identifiers (whether registered or not) and the goodwill therein and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist in the Market whether owned by or licensed to the Supplier which relate to the Brands, Stocks, Promotional Material or other material ;

“Minimum Target” has the meaning set out in Clause 3.5.1;

“Market” means Poland;

“Marketing Plan” means a plan for sales, advertising and promotional activity relating to the Brands as set in Schedule 3 and amended from time to time (but in any event not more than once a year) by the parties;

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“Net Sales” means sales at list price less duties and taxes, less all on-invoice discounts (excluding early payment discounts), less all off-invoices discounts (e.g. turnover discounts);

“Promotional Material” means any labels, labelling, packaging, advertisements, marketing materials and associated or accompanying literature and documentation relating to the Brands or Stocks delivered by the Supplier to the Distributor;

“Representative” has the meaning set out in Clause 16.1;

“Stocks” means the bottled or cased volumes of wines and/or spirits which are marketed, distributed and sold by the Distributor under the Brands (as may be varied from time to time in accordance with the provisions of Clause 9), and “Stock” means any one of them;

“subsidiary” means a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

(i) holds a majority of the voting rights in it;

(ii) is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or equivalent managing body;

(iii) is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or

(iv) has the right to exercise a dominant influence over it, for example by having the right to give directions with respect to its operating and financial policies, with which directions its directors are obliged to comply.

“Term” means the period commencing on the Effective Date and terminating on the date specified in Clause 12; and

“Year” means the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the period of the Agreement.

1.2 Unless the context otherwise requires, any reference in this Agreement to:

1.2.1 a clause, sub-clause or Schedule is to a clause, sub-clause or Schedule, as the case may be, of or to this Agreement;

1.2.2 this Agreement includes the Schedules;

1.2.3 the singular shall be deemed to include the plural and vice versa;

1.2.4 any one gender shall be deemed to include the other genders; and

1.2.5 any provision of a statute shall be construed as a reference to that provision as amended, modified, re-enacted or extended from time to time.

1.3 The headings in this Agreement are for ease of reference only and shall not affect the construction of this Agreement.

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1.4 Any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept shall in respect of any jurisdiction other than England be interpreted to mean the nearest and most appropriate analogous term to the English legal term in the legal language of that jurisdiction as the context reasonably requires so as to produce as nearly as possible the same effect in relation to that jurisdiction as would be the case in relation to England.

2. TERMS OF APPOINTMENT

2.1 The Supplier hereby appoints the Distributor, which accepts such appointment, as exclusive importer and distributor to import and distribute the Stocks for resale within the Market on the terms of this Agreement.

2.2 The Supplier shall not, during the continuance of the Distributor’s appointment as distributor pursuant to this Agreement, appoint any agent or other distributor for the sale of the Stocks within the Market.

2.3 During the continuance of the Distributor’s appointment as exclusive distributor pursuant to this Agreement, the Supplier shall not actively supply or sell and shall procure that no Affiliates shall actively supply or sell Stocks directly to any customer within the Market and the Supplier shall use reasonable endeavours to ensure that any distribution contract entered into by the Supplier or its Affiliates shall incorporate clauses which prevent the counterparty to such contract from actively selling the Brands into the Territory.

2.4 Nothing in this Agreement shall:

2.4.1 give the Distributor any right or remedy against the Supplier if any Stocks are sold within the Market by any third party without the co-operation of the Supplier; or

2.4.2 entitle the Distributor to any priority of supply in relation to Stocks as against the Supplier, other distributors, agents or customers.

2.5 The Distributor shall distribute the Stocks within the Market for as long as this Agreement is effective and in force.

2.6 The Supplier shall not be under any obligation to maintain, control or own any of the Brands, or to continue the production of Stocks, and shall be entitled from time to time to make such alterations as it may think fit to the specifications of any of the Stocks. The Supplier shall have no liability to the Distributor should it dispose of control or ownership, or not maintain, any of the Brands or discontinue or reduce the sale or production of Stocks or alter the specifications thereof.

3. OBLIGATIONS OF DISTRIBUTOR

3.1 Appointment of agents and sub-distributors

The Distributor may, in the case of any agent or sub-distributor which is not a member of the CEDC Group, following written notification to the Supplier, appoint one or more agents or sub-distributors in the Market for the distribution of the Stocks, provided that:

(i) the Distributor may not appoint a single agent or sub-distributor (other than a member of the CEDC Group) in respect of a material part of the Market; and

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(ii) the Distributor remains entirely responsible to the Supplier for all acts of such agents or sub-distributors.

3.2 Exclusivity of Purchase

The Distributor shall purchase all of its requirements of Stocks for resale in the Market exclusively from the Supplier.

3.3 Competition

The Distributor shall not:

3.3.1 actively sell any Stocks to or solicit any customers outside the Market;

3.3.2 establish any branch or maintain any distribution depot outside the Market for the sale of Stocks of the Supplier; or

3.3.3 provided that such prohibition does not contravene any applicable law in the Market, produce, manufacture, sell, distribute, deal in or be the agent for any brand or product competing with any Rémy Martin, Cointreau or any champagne or liqueur brand owned by the Supplier or one of its Affiliates, unless expressly authorized in writing by the Supplier.

3.4 Advertising and Promotion

3.4.1 Unless the Supplier in its sole discretion decides otherwise, advertising and promotion in respect of each Stock shall be developed jointly by the Supplier and the Distributor.

3.4.2 The initial Marketing Plan for the year ending [·] 2006 is set out in Schedule 3. The volume sales target by Brand for the five years ending [·] are set out in Schedule 4. Only the sales targets by Brand set out in Schedule 5 in respect of the three years ending [·] shall be binding on the Parties. The sales targets set out in Schedule 4 in respect of the two years ending [·] are merely provided on an indicative basis only.

3.4.3 Subsequent Marketing Plans shall be prepared annually. On or before 1 February of each calendar year (unless otherwise agreed) the Distributor shall submit a draft Marketing Plan to the Supplier in the form set out in Schedule 3 for the latter’s review and acceptance. Such plan shall outline sales volumes, market share objectives, pricing strategy for the Brands for the relevant year as well as sales, merchandising and promotional strategies and tactics and budget to achieve them. The plan shall be submitted in the form

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used by the Supplier and set out in Schedule 3 (which form of Schedule may be revised by the Supplier from time to time). The budget shall be based on projected depletions during the Distributor’s financial year which runs from [·] to [·].

3.4.4 If despite good faith efforts, the parties cannot reach an agreement concerning the volume sales target applicable to any Brand in respect of any year in any subsequent Marketing Plan, then the volume sales targets applicable to that Brand in the immediately preceding year shall apply after being revised upwards take into account the increase in inflation as officially published by the Polish Government between the previous financial year and the year in dispute.

3.4.5 Since the volume sales targets set out in each Marketing Plan are regarded as a major clause of this Agreement, the failure of the Distributor to reach at least 80% of the volume sales targets for any Brand (the “Minimum Target”) in respect of any Brand during two ( 2 ) consecutive years shall entitle the Supplier to terminate this Agreement in respect of such Brand in accordance with Clause 13.

3.4.6 All costs incurred by the Distributor in accordance with Clause 3.4.1 and related to the advertising and promotion of the Stocks shall be borne by the Supplier and the Distributor in such ratio as they may agree in writing from time to time.

3.4.7 The Supplier may at all times, and subject always to prior notice, have access to the Distributor’s appropriate evidence justifying the validity and status of any requests for reimbursement of any costs incurred by the Distributor in accordance with Clause 3.4.5.

3.4.8 The Distributor shall during the term of this Agreement use its best endeavours to promote the Brands and Stocks and increase sales of the Stocks in the Market.

3.5 Stocks

3.5.1 During the continuance of this Agreement the Distributor shall maintain:

at all times maintain such minimum amounts of Stocks as shall enable the Distributor to meet the expected demand for the immediately following [45] days as based on the most recent sales forecast;

OR

sufficient Stocks in order to enable the Distributor to meet expected demand in the Market for the following three months from time to time;

3.5.2 sufficient and proper insurance cover for the Stocks with a reputable insurance company and produce to the Supplier on reasonable prior written notice full particulars of that insurance and the payment of the relevant premiums;

3.5.3 Promotional Material sufficient to promote and maximize sales of Stocks in the Market; and

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3.5.4 properly store the Stocks in suitable conditions, provide appropriate security arrangements for such Stocks, and supply only those Stocks which are both in good condition and within their shelf life. The Distributor undertakes to use the FIFO storage method at all times.

3.6 Sales Objectives and Sales Personnel

3.6.1 During the continuance of this Agreement the Distributor shall at all times ensure that it employs or has otherwise available a sufficient number of sales personnel who are able to effectively market and supply Stocks to customers and potential customers and provide a high level of after sales services throughout the Market. Distributor shall notify the Supplier and its representatives of any reduction of more than 25 (twenty five)% in either (1) the Distributor’s sales of all products sold by it (including the Stocks) over twelve months or (2) the number of people employed within the sales force of the CEDC Group to promote the Brands and Stocks within 5 days of any such reduction taking place provided that the employment of such persons by another member of the CEDC Group who continue to perform such functions shall not constitute a reduction for these purposes.

3.6.2 Notwithstanding the above provisions the Distribution hereby undertakes to the Supplier at all times to maintain at least its existing coverage of the on-trade and to maintain a proper presence for the Brands in the on-trade.

3.6.3 Distributor shall at its cost appoint and maintain a Brand Manager. The Brand Manager must have previously been approved in writing by the Supplier (such approval not to be unreasonably withheld or delayed).

3.7 Compliance with Laws, Licenses etc.

The Distributor shall:

3.7.1 be responsible for obtaining, paying for and maintaining in force all licences, consents, permits and approvals of all regulatory authorities whatsoever which are or may be necessary or advisable in connection with the carrying out by the Distributor of any of its obligations pursuant to this Agreement; and

3.7.2 comply with all applicable laws and regulations relating to the importation, transportation, distribution, storage, marketing, offer for sale and sale of the Stocks within the Market, save where such laws or regulations relate solely to the nature or method of manufacture, packaging or labelling of Stocks and the Distributor shall notify the Supplier of any changes or proposed changes that are made or proposed from time to time in such laws relating to the nature or method of production, packaging or labelling of Stocks within the Market as soon as reasonably practicable after the fact of the change or proposed change comes to the attention of the Distributor.

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3.8 Reporting

The Distributor shall:

3.8.1 create and maintain an up-to-date list of (1) its twenty largest customers (outside the CEDC Group) and (2) each customer which is a CEDC Group Company, in each case showing the volumes and Net Sales of Stocks of each Brand sold to each customer or CEDC Group Company of within the Market and shall, at the request of the Supplier, supply the Supplier with a copy of that list;

3.8.2 keep the Supplier regularly informed of the progress and development and likely future development of the market for the Stocks in the Market and shall, without prejudice to the generality of the foregoing, inform the Supplier, immediately upon becoming aware of:

(A) the entry into the Market of any product competing with any Stock; and/or

(B) the activities of any of the Supplier’s competitors that might affect sales of Stocks within the Market;

3.8.3 The Distributor shall provide the Supplier with:

(a) monthly statements showing Depletions by Brand;

(b) monthly statements showing Depletions by stock-keeping unit;

(c) monthly statements showing Depletions by channel and numeric distribution of all Products;

(d) monthly statements showing Depletions to all key off-premise accounts; and

(e) information reasonably requested by the Supplier including but not limited to customer statistics;

3.8.4 The Distributor shall provide the Supplier at the end of each quarter with a statistical appraisal of the prices paid by customers (provided that the Distributor shall at all times remain free to determine such prices) and such other market and sales related information as the Supplier may reasonably require, including Stocks in respect of each of the Brands, and including a survey of orders outstanding at the end of such quarter;

3.8.5 upon request by the Supplier, send to the Supplier as soon as is reasonably practicable such details of future sales and stocks and other statistical forecasts as the Supplier may reasonably require for budgetary purposes and for planning future production;

3.8.6 inform the Supplier of all complaints relating to the Stocks and provide the Supplier with all relevant available evidence and other information relating thereto and forward to it at its expense for examination representative samples of the Stocks in respect of which complaints have been made together with full identification of such Stocks including product reference numbers;

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3.8.7 keep accurate and separate records and accounts in respect of all its purchases from the Supplier, and the sale to customers, of Stocks;

3.8.8 inform the Supplier of any significant change in the Distributor’s ownership or in its control or any change in its organisation or method of doing business which may affect the Distributor’s performance of its obligations under this Agreement; and

3.8.9 meet with a representative of the Supplier upon its reasonable request for the purposes of discussing or reviewing any of the foregoing.

3.9 Other

The Distributor shall:

3.9.1 clearly indicate that it is acting at all times on its own behalf as principal and shall in no circumstances expressly or impliedly do any act or thing which may cause it to be taken by third parties to be an agent of the Supplier;

3.9.2 not make any representation nor give any warranty in relation to the Stocks or Brands unless the same is either in the Supplier’s standard form or in advertising material which has been supplied by the Supplier or has been previously approved in writing by the Supplier; and

3.9.3 not engage in any conduct, which is prejudicial to the Brands.

4. OBLIGATIONS OF THE SUPPLIER

4.1 The Supplier shall at its own cost (unless otherwise agreed pursuant to Clause 3.4.3) supply the Distributor with advertising material, specifications and other information relating to the Brands and Stocks in order to assist the Distributor as may reasonably be necessary to comply with its obligations under this Agreement. Such material, specifications and information shall not contain any restriction, either direct or indirect, as to the price at which the Distributor may resell Stocks.

4.2 The Supplier may at its own cost (unless otherwise agreed pursuant to Clause 3.4.3) provide employees of the Distributor with training in the sales and marketing of Stocks as it, after consultation with the Distributor, may consider appropriate to assist the Distributor in complying with its obligations under this Agreement. The content and duration of such training shall be determined by the Supplier after consultation with the Distributor.

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5. TERMS OF SALE

5.1 Orders

5.1.1. By the 10^th working day of every calendar month the Distributor shall send to the Supplier a rolling purchasing forecast for the next 6 months detailing per Brand the details of both future sales and Stocks.

5.2.2 The Distributor shall periodically submit to the Supplier, in writing, orders for specified quantities of certain Stocks. The Supplier shall within [·] days after receipt of a written order advise the Distributor in writing and at its sole option of its acceptance or rejection of the order. In the case of any rejection of an order the Supplier shall be required to provide reasonable evidence to the Distributors of the basis upon which such rejection was made. Upon acceptance by the Supplier of an order submitted by the Distributor, the order shall become a binding contract between the Supplier and the Distributor.

5.2 Deliveries

The Supplier shall deliver the Stocks Ex Works (Incoterm 2000) (the “Delivery”).

The Supplier shall not be obliged to fulfil any order from the Distributor while any payment due from the Distributor under this Agreement is more than 30 days in arrears.

5.3 Prices

The prices for the Stocks shall be the prices set forth on the Supplier’s price list. The price list in force at the Effective Date is attached as Schedule 2. The Supplier shall be entitled to modify in writing the price list from time to time according to the following principles:

(i) once in any 12 month period taking into account inflation and cost of dry goods;

(ii) at any time subject to [·]% margin on the Net Sales of the Distributor not being affected and subject the price positioning of each Brand to be consistent with the direct competitive environment and the worldwide positioning of that Brand.

5.4 Invoices and Payments

5.4.1 The Supplier shall invoice the Distributor in respect of all Stocks ordered and delivered pursuant to Clauses 5.1 and 5.2 within 7 days after Delivery thereof.

5.4.2 Unless otherwise agreed in writing, payment by the Distributor in respect of each invoice shall be made unless otherwise specified by the Supplier in writing within 60 days of the invoice date, in Polish Zlotys.

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5.4.3 If during the performance of this Agreement the above terms of payment are not respected by the Distributor twice or more in any twelve month period, the Supplier shall have the right both to shorten the above payment terms accordingly and to require additional security for the performance by the Distributor if its obligations under this Agreement such as the supply by the Distributor at its cost of a revolving irrevocable letter of credit, stand-by letter of credit or bank guarantee from an international first rank bank in a form acceptable to the Supplier. The Distributor agrees in such circumstances to provide such additional security and to accept such reduced payment terms.

5.4.4 If any amount payable under this Clause 5 is not received by the Supplier by its due date, then, without prejudice to the provisions of Clause 5.4.3 or any other rights or remedies the Supplier might have and to the extent permitted by law, the Distributor shall be liable to pay interest on such amount at the rate of 2% per calendar month, or part thereof, from the due date until payment in full is received.

6. LIABILITY

6.1 Subject to Clauses 6.2 to 6.4, the Supplier shall not be responsible for any loss or damage caused by or resulting from any delay in delivery or non-delivery of Stocks or any part thereof for whatever reason and the Distributor shall not be entitled to repudiate the order for any such delay in delivery or non-delivery. However in such circumstances the sales targets set out in the applicable Marketing Plan shall be reduced accordingly.

6.2 The Distributor shall:

6.2.1 examine all Stocks upon delivery for any damage to such Stocks and for any short shipment of such Stocks and indicate such damage or short shipment on the delivery receipt; and

6.2.2 notify the Supplier in writing of any damage or short shipment referred to in Clause 6.2.1 within 3 (three) days of arrival of such shipment at the Distributor’s warehouse in Poland; and

6.2.3 retain the damaged Stocks concerned for inspection by the Supplier,

failing notification by the Distributor pursuant to Clause 6.2.2, the Distributor shall be deemed to have received all the Stocks subject to an order free of any damage.

6.3 Subject to Clause 6.4 and to the Distributor performing its obligations set out in Clause 6.2 above, the Supplier shall:

6.3.1 in the case of damaged Stocks, as soon as reasonably practicable after receipt of a notice pursuant to Clause 6.2.2, collect any damaged Stocks and, in its sole discretion, on the same date or as soon as practical thereafter and in any event within 90 (ninety) days either (i) replace such damaged Stocks or (ii) credit the Distributor with the price of the damaged Stocks together with any associated costs including excise tax (if and to the extent that such excise tax is non-refundable or cannot otherwise be claimed back or set off); and

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6.3.2 in the case of short shipment of Stocks, as soon as reasonably practicable and in its sole discretion, after receipt of a notice pursuant to Clause 6.2.2, either (i) deliver such undelivered Stocks or (ii) credit the Distributor with the price of such undelivered Stocks.

6.4 If any Stocks supplied are discovered pursuant to Clause 6.2 to be defective in manufacture or contained in defective containers, the Supplier’s liability to the Distributor in respect of, or consequent upon, any such defects shall be limited to replacement or crediting to the price of such defective Stocks as it may so decide together with any associated costs including excise tax (if and to the extent that such excise tax is non-refundable or cannot otherwise be claimed back or set off).

7. INSOLVENCY OF DISTRIBUTOR

7.1 If:

7.1.1 a petition is presented for an order to wind up the Distributor or for the appointment of a provisional liquidator to the Distributor or the Distributor is deemed unable to pay its debts as they fall due or an administration order is applied for or a receiver, including an administrative receiver, is appointed over the whole or any part of the Distributor’s property, assets or undertaking; or

7.1.2 the Distributor is unable to pay its debts generally within 30 days after they become due or suspends any payments hereunder or ceases, or threatens to cease business;

then the Supplier shall be entitled to immediately terminate this Agreement on notice in writing or suspend any further deliveries under this Agreement (or both) without any liability to the Distributor and all sums due by the Distributor shall become payable forthwith notwithstanding any previous agreement or arrangement to the contrary.

7.2 The references in Clause 7.1 shall be deemed to include references to analogous circumstances or processes in any relevant jurisdiction.

8. RESALE BY THE DISTRIBUTOR

8.1 The Stocks are sold by the Supplier to the Distributor subject to the conditions that, and the Distributor undertakes to the Supplier that:

8.1.1 the Distributor will not resell Stocks except in, or from, bottles or containers supplied by the Supplier and exactly as supplied by the Supplier save that the Distributor may include the Stocks in gift boxes or other promotional packaging which has been approved by the Supplier in the Marketing Plan;

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8.1.2 the containers of Stocks shall at all times only be used to contain and/or dispense Stocks and no other product or substance shall be placed in the containers by the Distributor;

8.1.3 the Distributor will not resell Stocks to any party it reasonably suspects is likely to sell Stocks otherwise than in accordance with Clause 8.1.1;

8.2 The Distributor shall not actively sell or market Stocks outside the Market and will not hold Stocks outside the Market.

8.3 If the Supplier and/or the Distributor reasonably suspect that any of the conditions referred to under Clauses 8.1 to 8.7 have been or is likely to be breached, the Supplier can require the Distributor to supply, or the Distributor shall voluntarily supply to the Supplier, full details (including name, address, type and quantity of Stocks supplied) of the parties to whom Stocks were resold.

8.4 The Distributor shall be entitled to determine resale prices in its sole discretion.

8.5 The Supplier shall be entitled to recover compensation from the Distributor by way of damages for any loss or damage arising directly or indirectly from any breach of the conditions contained in this Clause 8.1 (including loss or damage arising from any claim against the Supplier by any of the Supplier’s appointed distributors).

8.6 If the Supplier and/or the Distributor reasonably suspect that any of the conditions referred to under Clauses 8.1 to 8.7 have been or is likely to be breached, the Supplier can require the Distributor to supply, or the Distributor shall voluntarily supply to the Supplier, full details (including name, address, type and quantity of Stocks supplied) of the parties to whom Stocks were resold.

8.7 The Distributor shall ensure that any contract for the resale of Stocks by the Distributor shall incorporate Clauses 8.1 to 8.7 similar provisions, other than in relation to a contract for the retail resale to a party whom the Distributor reasonably believes is purchasing the Stocks for his/her own private consumption and not for resale.

9. ADDITIONAL STOCKS

From time to time the Supplier may notify the Distributor in writing that additional products are to be distributed in the Market and the Distributor shall immediately promote, distribute and sell them as an additional Stock pursuant to pricing terms the parties shall agree on in writing, and otherwise on the terms of this Agreement.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Brands, Intellectual Property Rights and any labels and marketing material supplied by the Supplier in connection therewith, are, shall be and shall remain the property of the Supplier or the person from whom the Supplier has a right of use.

10.2 The Supplier has the exclusive right to conduct litigation regarding its Brands and Intellectual Property Rights and any recoveries in connection with such litigation will be for the Supplier’s benefit. The Distributor shall promptly and fully notify the

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Supplier of any actual, threatened or suspected infringement of, or any actions, claims or demands or proceedings in relation to, any of its Brands and Intellectual Property Rights which may come to the Distributor’s attention and shall render to the Supplier, at its expense, all assistance which the Supplier may reasonably require in connection therewith, including taking or resisting any proceedings or joining the action as a party. The Supplier may send infringement notices and/or bring and defend infringement actions as its sees fit. If requested to do so, the Distributor shall, co-operate with and assist the Supplier in any such action or proceedings. Any award, or portion of an award, recovered by the Supplier in any such action or proceeding commenced by the Supplier shall belong to the Supplier. The Supplier shall promptly reimburse the Distributor all reasonable expenses incurred in assisting the Supplier in accordance with this sub-clause.

10.3 The Distributor shall:

10.3.1 not cause or, where preventable, permit anything to be done (or, as the case may be, not done) which may damage or endanger any of the Brands or Intellectual Property Rights relating to the Supplier’s business;

10.3.2 without prejudice to any other rights of the Supplier, indemnify the Supplier for any loss suffered by it by reason of any use by the Distributor of the Brands and Intellectual Property Rights otherwise than in accordance with this Agreement;

10.3.3 subject to Clause 10.4 and save (a) with the written consent of the Supplier (which may not unreasonably be withheld or delayed if the Distributor is requesting that marketing material relating to the relevant Stock is being translated into any language to accompany that Stock) or (b) where necessary for compliance with local laws and/or regulations (subject to the written consent of the Supplier which may not be unreasonably withheld), not in any way alter the packaging or labelling of the Stocks as supplied by the Supplier;

10.3.4 subject to Clause 10.4 and save (a) with the written consent of the Supplier or (b) where necessary for compliance with local laws and/or regulations (subject to the written consent of the Supplier which may not be unreasonably withheld), not alter, remove or in any way tamper with the Supplier’s trade marks or numbers on the Stocks or affix any other trade-mark, logo or other mark on the Stocks or on any labels on, or on the packaging of, any Stocks or knowingly do any act that would invalidate or be likely to invalidate or impair the Brands or Intellectual Property Rights;

10.3.5 not use or assist any third party to use the Brands or Intellectual Property Rights in a manner that would tend to devalue, injure, demean or dilute the goodwill or reputation of the Brands;

10.3.6 not in any way use the Intellectual Property Rights or Brands:

(A) on or in connection with any product other than Stocks; or

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(B) in any name or logo of the Distributor whether or not such name or logo is used in connection with its obligations under this Agreement;

10.3.7 not use in the Market any trade mark or trade name so resembling any trade mark or trade name of the Supplier as to be likely to cause confusion or deception;

10.3.8 ensure that all references to, and use of, any of the Brands and Intellectual Property Rights are approved by the Supplier, except to the extent already afforded under this Agreement, and contain an acknowledgement, in a form approved in writing by the Supplier, of its ownership of the same;

10.3.9 not use for any purpose any trade mark which is a derivation or variation of a trade mark of the Supplier or a formative or colourable imitation thereof;

10.3.10 not apply for registration of any of the Brands or Intellectual Property Rights or any similar mark or any mark incorporating in any way any of the Intellectual Property Rights in its own name in any jurisdiction in the world; and

10.3.11 not knowingly use the Brands or Intellectual Property Rights in any manner or commit any other act that would be likely to materially jeopardize the Supplier rights in the Brands or Intellectual Property Rights.

10.4 If the Supplier refuses to consent to the Distributor performing any of the actions prohibited under Clause 10.3.3 or 10.3.4 for compliance with any local laws and/or regulations, the Distributor shall not be obliged to perform any obligation under this Agreement that would contravene any such local laws and/or regulations. In these circumstances, the Supplier shall be entitled to instruct any third party to perform such obligations.

10.5 If the Distributor challenges, disputes or contests, directly or indirectly, any of the Supplier’s rights in the Brands or Intellectual Property Rights, the Supplier may immediately terminate this Agreement.

10.6 For the purposes of and to the extent that it is reasonably required for the Distributor to perform its obligations hereunder, but for no other purpose whatsoever and subject to any written guidelines provided by the Supplier relating to the use of the Brands and Intellectual Property Rights, the Supplier hereby grants to the Distributor, subject to the provisions of this Agreement, a non-exclusive royalty free licence in the Market for the duration of the appointment of the Distributor as distributor pursuant to this Agreement:

10.6.1 to use the Brands and Intellectual Property Rights for the distribution and sale of the Stocks;

10.6.2 to adapt any copyright material consisting of marketing material which are subject to the Intellectual Property Rights by making a translation thereof into any language, subject to the Distributor transferring any Intellectual Property Rights in respect thereof to the Supplier and the written guidelines and consent of the Supplier; and

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10.6.3 to grant rights on exactly the same terms as set out in this Agreement to any agent or sub-distributor appointed by the Distributor pursuant to Clause 3.1, provided that the Distributor shall be responsible for the use of the Brands and Intellectual Property Rights by any such agent or sub-distributor and shall indemnify the Supplier against any loss suffered as a result of the agent’s or sub-distributor’s use of the Supplier’s Intellectual Property Rights in breach of the terms of such rights.

10.7 Subject to Clause 10.2 and the reasonable co-operation of the Distributor, the Supplier agrees to indemnify the Distributor against any loss that it may suffer arising out of any claim that the Distributor’s use of the Brands or Intellectual Property Rights in accordance with the terms of this Agreement infringes the rights of any third party.

10.8 The Distributor acknowledges that:

10.8.1 any goodwill and any other rights resulting from the use of the Brands and Intellectual Property Rights shall inure to the exclusive benefit of the Supplier;

10.8.2 the Supplier has sole discretion over the decision whether or not to register and maintain the Brands and Intellectual Property Rights in the Market. In the event that the Supplier chooses to register and maintain the any of the Brands or Intellectual Property Rights in any of the Markets, the Distributor shall co-operate with the Supplier in such efforts and shall execute any documents required by the Supplier, supply such with any samples or other materials or take any actions necessary for the Supplier to register and maintain the Brands and Intellectual Property Rights in the Market. The Supplier shall promptly reimburse the Distributor for all reasonable expenses incurred in assisting the Supplier in accordance with this sub-clause.

10.9 The Distributor recognizes, understands and acknowledges the importance of the Supplier’s exercise of control over the quality of the use by the Distributor (or any of its agents or sub-distributors appointed pursuant to Clause 3.1) of the Brands and Intellectual Property Rights so as to preserve their continued validity and to protect the goodwill associated therewith.

11. EXCLUSION AND LIMITATION OF LIABILITY

11.1 Nothing in this Agreement shall have the effect of excluding or restricting the liability of any party (including the Supplier) or any of its officers, employees or agents for death or personal injury caused by negligence.

11.2 The Distributor acknowledges and agrees that the Supplier holds the benefit of Clauses 11.1 for itself and as trustee and agent for and on behalf of and for the benefit of its officers, employees and agents, provided that in enforcing any of the provisions of Clauses 11.1 as trustee on behalf of any of its officers, employees or agents, the Supplier shall be obliged to take only such steps as it, in its absolute discretion, may think fit.

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11.3 If any claim arising from any alleged defect in Stocks or otherwise relating to Stocks is brought by any third party against the Distributor and/or the Supplier:

11.3.1 the Distributor at its own cost shall promptly provide the Supplier with details of such claim;

11.3.2 the Distributor shall render all assistance to the Supplier in connection with the defence of any such claim against the Supplier as the Supplier may from time to time reasonably request and the Supplier shall indemnify the Distributor against all costs thereby incurred by the Distributor which result directly from the Distributor complying with such request;

11.3.3 subject to Clause 11.3.5, the Distributor shall conduct the defence of any such claim against the Distributor in accordance with all reasonable instructions from time to time given by the Supplier and shall not admit any liability in respect of, or take any steps to settle, any such claim without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed;

11.3.4 the Supplier shall indemnify the Distributor against any sums paid by the Distributor to a third party as a result of the Stocks that had been supplied to that third party not being at the time of delivery of merchantable quality, not being fit for the purpose for which they were intended, not complying with any description or specification agreed for them or not being in accordance with any sample of them supplied by the Supplier to the Distributor and against all costs incurred by the Distributor as a result of a recall of any Stocks in the Market resulting from the above; and

the Distributor shall indemnify the Supplier against any sums paid by the Supplier to a third party as a result of the Stocks that had been supplied to that third party not being at the time of Delivery of merchantable quality, not being fit for the purpose for which they were intended, not complying with any description or specification agreed for them or not being in accordance with any sample of them supplied by the Supplier to the Distributor because of an act or an omission to act of the Distributor;

11.3.5 the Supplier shall conduct the defence of any claim against the Distributor in those circumstances where the Supplier has indemnified and has agreed in writing to indemnify the Distributor against such claim pursuant to Clause 11.3.4.

12. TERM

12.1 Subject to Clauses 7 and 13, this Agreement shall come into effect on the Effective Date for an initial term of five years (the “Initial Term”) and shall automatically be renewed for five year periods thereafter unless twelve months prior written notice is given by one party to the other before the expiry of the Initial Term or each fifth anniversary thereafter (the “Term”).

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12.2 The expiry or the termination of this Agreement shall not relieve the Parties of any liabilities, obligations, expenses or charges accrued up to the date of such expiry or termination and all rights accrued to either party up to said date of such expiry or termination shall likewise remain in full force and effect.

13. DEFAULT AND TERMINATION

13.1 In addition to the Supplier’s rights under Clauses 7 and 12, the Supplier may immediately terminate this Agreement or (in the case of termination pursuant to Clause 13.1.3) below the relevant Brand only, without prejudice to any other rights it may have under this Agreement on notice in writing to the Distributor, if the Distributor:

13.1.1 defaults in performing and observing any of its material obligations hereunder and fails to remedy such default within 30 days after receipt of written notice from the Supplier requiring such remedy; or

13.1.2 ceases to carry on its business; or

13.1.3 fails to achieve the Minimum Target in respect of any Brand in two consecutive years; or

13.1.4 undergoes a Change in Control; or

13.1.5 assigns its rights and obligations under this Agreement, except in accordance with Clause 18.2.

Notwithstanding anything contained in this Agreement, the Supplier and the Distributor shall be entitled at any time to terminate this Agreement by mutual agreement in writing on such terms and subject to such conditions as they may determine.

14. CONSEQUENCES OF TERMINATION

14.1 Following the termination of the Distributor’s appointment as distributor pursuant to this Agreement for any reason whatsoever, the Supplier may at it’s sole discretion within 30 days thereof decide to repurchase all or any part of any unsold Stocks that are of marketable quality and merchantable quality and with current packaging owned by the Distributor at a price equal to the price paid for the same by the Distributor together with any warehousing or handling expenses reasonably incurred by the Distributor in arranging for the transportation and re-delivery of the same to the Supplier (or any third party the Supplier may designate in writing). Such Stocks shall be sold by the Distributor to the Supplier free from all liens, charges and encumbrances and subject to such other terms and conditions as the Supplier may reasonably require. It is agreed upon between the parties that the Supplier will not buy back Stocks for which the FIFO method may not have been used.

14.2 Following the termination of the Distributor’s appointment as distributor pursuant to this Agreement for any reason whatsoever, the Distributor shall:

14.2.1 destroy at its own costs all Stocks which are not of merchantable or marketable quality or which do not have current packaging or which have a lifespan inferior to (18) eighteen months which the Supplier has elected not to repurchase;

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14.2.2 immediately cease to act, and to hold itself out, as a distributor of the Brands and, subject to Clause 14.3, to perform its duties and obligations hereunder as distributor and shall also immediately cease to use in any manner whatsoever the Brands and Intellectual Property Rights provided that nothing in this Clause 14.2.2 shall prevent the Distributor from selling during the period of 3 months immediately following such termination such Stocks owned by it which have a lifespan superior to (18) eighteen months and which are not repurchased by the Supplier pursuant to Clause 14.1;

14.2.3 return to the Supplier at the Supplier’s own expense all advertising matter, specifications and other information and documentation (and any copies of any of the above) relating to the Stocks and Brands in its possession other than any such items which the Distributor may reasonably require for the purposes of facilitating future sales of Stocks pursuant to the proviso in Clause 14.2.2. All such items and Stocks remaining in the possession of the Distributor at the end of the period referred to in the proviso to Clause 14.2.2 shall promptly be returned by the Distributor to the Supplier at that time;

14.2.4 on the expiration of the period referred to in Clause 14.2.2, destroy all labels, literature and other documentation (including packaging) in its possession which relate to the Stocks and Brands and were prepared or made by or on behalf of the Distributor save insofar as such items relate to Stocks which the Supplier has elected not to repurchase pursuant to Clause 14.1, in which case all such items remaining in the possession of the Distributor at the end of the period referred to in the proviso to Clause 14.2.2 shall promptly be destroyed by the Distributor at that time; and

14.2.5 furnish to the Supplier within 14 days thereof an up-to-date and accurate stock check and a complete and up-to-date account of all transactions subsequent to those shown in the accounts last submitted to the Supplier pursuant to Clause 3.8.6.

14.2.6 promptly take all reasonable and appropriate steps to remove and cancel its listings in telephone books and other directories, public records and elsewhere, which contain the name or trademark of the Supplier.

14.3 Upon receipt by the Distributor of notice that the Supplier intends to terminate or has terminated this Agreement, the Distributor shall, at the cost and expense of the Supplier, reasonably co-operate and do such other things as the Supplier may reasonably request to ensure the transfer of the Stocks to any new distributor that the Supplier shall have selected and notified the Distributor thereof.

14.4 Clauses 1, 3, (other than sub-clause 3.8.6), 10, 11, 14, 16, 17, 18 and 19 and all accrued rights and liabilities of the parties hereto shall survive the termination, for whatever reason, of the Distributor’s appointment as distributor pursuant to this Agreement.

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14.5 Upon termination of this Agreement for any reason whatsoever the Distributor’s authority to use any of the Brands or Intellectual Property Rights in the Market shall automatically terminate.

14.6 The termination of this Agreement shall not of itself give rise to any liability on the part of the Supplier to pay any compensation to the Distributor for loss of profits or goodwill.

15. FORCE MAJEURE

No party to this Agreement shall have any liability whatsoever or be in default for any delays or failures in performance under this Agreement resulting directly and materially from any occurrence of an event of Force Majeure, provided that this shall not apply to relieve the Distributor of any payment obligation where the occurrence or event consists of non payment or late payment by a customer or otherwise consists of or results in a shortage of funds. The occurrence or existence of any event of Force Majeure shall be immediately notified by the party affected thereby to the other parties. The affected party shall use all reasonable endeavours to remedy as quickly as possible the effect of the said event of Force Majeure. [In the event that the cause continues for more than 6 months either party may terminate this Agreement on 30 days prior written notice.]

16. CONFIDENTIALITY AND ANNOUNCEMENTS

16.1 General Restrictions

Subject to the exceptions provided in Clause 16.2, neither party shall, at any time, whether before or after the expiry or sooner termination of this Agreement, without the written consent of the other party, divulge or permit its directors, officers, employees, agents, representatives, lenders, advisers or contractors (“Representatives”) to divulge to any person (other than to any respective officers or employees of a party or either person to whom, in each case, disclosure of information is permitted by this Agreement and who require the same to enable them properly to carry out their duties):

16.1.1 any of the contents of this Agreement;

16.1.2 any information which the Disclosing Party or its Representatives may have or acquire (whether before or after the date of this Agreement) relating to the business and/or any customers of or suppliers to the business, or otherwise to the business, assets or affairs of any other party; or

16.1.3 any information which any party may have acquired (whether before or after the date of this Agreement) with respect to the customers, business, assets or affairs of the other party as a consequence of (i) the negotiations relating to this Agreement or (ii) a party being involved in the business of the other party in any manner whatsoever or (iii) performing or exercising its rights and obligations under this Agreement.

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16.2 Exceptions

The restrictions imposed by Clause 16.1 shall not apply to the disclosure by either party or their Representatives (the “Disclosing Party”) of any information:

16.2.1 which now or hereafter comes into the public domain otherwise than as a result of a breach of such undertaking of confidentiality;

16.2.2 which is required by law to be disclosed to any person who is authorized by law to receive the same subject to the Disclosing Party having given prior written notice of the factual nature of such disclosure, so far as is reasonably practicable, to the other party;

16.2.3 which is required to be disclosed by the regulations of any recognized exchange upon which the share capital of the Disclosing Party is or is proposed to be from time to time listed or dealt in;

16.2.4 to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the Disclosing Party is a party in a case where such disclosure is required by such proceedings;

16.2.5 to any professional advisers to the Disclosing Party who are bound to the Disclosing Party by a duty of confidence which applies to any information disclosed;

16.2.6 which relates to, or derives from, the Brands of such Disclosing Party;

16.2.7 to the other party to this Agreement;

16.2.8 pursuant to the terms of this Agreement;

16.2.9 pursuant to any regulatory filings, which the parties may make in connection with this Agreement;

16.2.10 which is reasonably required for transfer of the Brands to a new distributor in connection with the termination of this Agreement;

16.2.11 which is available to the Disclosing Party or its Representatives on a non-confidential basis prior to its disclosure; or

16.2.12 which the Disclosing Party or its Representatives received from a third party provided that such third party did not obtain or disseminate such information in breach of any legal obligation to a party hereto.

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17. CEDC GUARANTEE

17.1 CEDC unconditionally and irrevocably guarantees to the Supplier the due and punctual performance and observance by the Distributor of all its obligations, in this Agreement (the “ Guaranteed Obligations “).

17.2 If and whenever the Distributor defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, CEDC shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement, so that the same benefits shall be conferred on the Supplier as it would have received if the Guaranteed Obligations had been duly performed and satisfied by the Distributor.

17.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to any rights or security which the Supplier may now or hereafter have or hold for the performance and observance of the Guaranteed Obligations.

17.4 As a separate and independent obligation CEDC agrees that any of the Guaranteed Obligations (including, without limitation, any moneys payable) which may not be enforceable against or recoverable from the Distributor by reason of any legal limitation, disability or incapacity on or of (other than any limitation imposed by this Agreement), shall nevertheless be enforceable against and recoverable from CEDC as though the same had been incurred by CEDC and CEDC were the sole or principal obligor in respect thereof and shall be performed or paid by CEDC on demand.

17.5 The liability of CEDC under this Clause 17 shall not be released or diminished by any variation of the Guaranteed Obligations or any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any granting of time for such performance.

18. MISCELLANEOUS PROVISIONS

18.1 No Partnership

Nothing in this Agreement or in any document referred to in it shall constitute either party a partner of the other party, nor shall the execution, completion and implementation of this Agreement confer on either party any power to bind or impose any obligations to any third parties on either party or to pledge the credit of the other party.

18.2 Assignment

Either party may assign any of their respective rights or obligations under this Agreement to any member of its Shareholder Group of companies provided that (i) any proposed assignment of this Agreement by any party to any member of its Shareholder Group shall be subject to the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) (ii) notwithstanding such assignment such party shall remain jointly and severally liable for the obligations of the transferee member of its group of companies and (iii) the transferee shall at all

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times remain a member of its Shareholder Group. Other than as provided in the immediately preceding sentence, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.

18.3 Waiver

No delay by or omission of either party in exercising any right, power, privilege or remedy under this Agreement shall operate to impair such right, power, privilege or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right, power, privilege or remedy shall not preclude any other or future exercise thereof or the exercise of any other right, power, privilege or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

18.4 Entire Agreement

18.4.1 This Agreement represents the entire understanding, and constitutes the whole Agreement, in relation to its subject matter and supersedes any previous Agreement between the parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom.

18.4.2 Both parties confirms that, except as provided in this Agreement, neither of them has relied on any representation or warranty or undertaking which is not contained in this Agreement and, without prejudice to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy in respect of misrepresentation or untrue statement unless and to the extent that a claim lies under this Agreement.

18.5 Notices

18.5.1 Any notice or other communication to be given by one party to another under, or in connection with the matters contemplated by this Agreement shall be addressed to the recipient and sent to the address or facsimile number of such other parties given in this Agreement for the purpose and marked for the attention of the person so given or such other address or facsimile number and/or marked for such other attention as such other parties may from time to time specify by notice given in accordance with this Clause to the party giving the relevant notice or communication to it. The relevant details as at the date of this Agreement are:

Distributor Address:

Facsimile Number:

For the attention of:

Supplier Address:

Facsimile Number:

For the attention of:

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18.5.2 Any notice or other communication to be given by either party to the other party under, or in connection with the matters contemplated by this Agreement shall be in writing and shall be given by letter delivered by hand or sent by airmail or facsimile, and shall be deemed to have been received:

(A) in the case of delivery by hand, when delivered; or

(B) in the case of airmail (which shall be sent by United Kingdom recorded post or the nearest equivalent thereof) on the seventh day following the day of posting; or

(C) in the case of delivery by courier service (which shall be sent by an internationally registered courier service), when delivered according to the courier’s record; or

(D) in the case of facsimile, on acknowledgement of the addressee’s facsimile receiving equipment (where such acknowledgement occurs before 17:00 hours local time on the day of acknowledgement) and in any other case on the day following the day of acknowledgement.

18.5.3 Any notice or other communication not received on a Business Day or received after 17:00 hours local time on any Business Day in the place of receipt shall be deemed to be received on the next following Business Day.

18.6 Counterparts

This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, either of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

18.7 Variations

No variation to this Agreement shall be effective unless made in writing and signed by or on behalf of the parties.

18.8 Severability

Each Clause of this Agreement is and shall be construed as separate and severable and in the event of any such Clause being determined as being unenforceable in whole or in part for any reason, such enforceability shall not affect or impair the enforceability of the other Clauses or, in the case of Clauses unenforceable only in part shall not affect or impair the remainder of the Clause and such other Clauses or parts thereof, as appropriate, shall continue to bind the parties.

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18.9 Contracts (Rights of Third Parties) Act 1999

Save as provided in Clause 11.2, this Agreement does not create any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to it.

19. GOVERNING LAW AND JURISDICTION.

19.1 This Agreement shall be governed by, and construed in accordance with English law.

19.2 Any claim, dispute or difference of whatsoever nature arising out of or in connection with this Agreement (“Dispute”) shall be referred to and finally determined by arbitration before an arbitral tribunal. The arbitral tribunal for any Dispute (i) relating to a claim for less than US$1,000,000 or (ii) which the parties agree is a minor Dispute (“Minor Disputes”) shall be composed of one Arbitrator and for any other Disputes (“Major Disputes”) shall be composed of three Arbitrators (the “Arbitral Tribunal”). Any such determination before the Arbitral Tribunal shall be final and binding on the parties and the parties shall have no further right of appeal to the courts in respect of such Dispute.

19.3 In the case of a Minor Dispute, the Supplier and the Distributor shall jointly nominate one Arbitrator and in the case of a Major Dispute, the Supplier on the one part and the Distributor on the other part shall nominate one Arbitrator, in each case within 14 days of receipt of any notice referring a Dispute to arbitration. In the latter case, the two Arbitrators so appointed shall within 14 days of their appointment agree upon the nomination of a third Arbitrator to act as Chairman of the Arbitral Tribunal.

19.4 If the Distributor and/or the Supplier fail(s) to, jointly, in the case of a Minor Dispute, and severally, as the case of a Major Dispute, nominate an Arbitrator within the period of 14 days, or if the Arbitrators so appointed fail to nominate an Arbitrator and Chairman within the period of 14 days or if any Arbitrator so nominated is unable or unwilling to act as Arbitrator, either party shall be entitled to request the President of the International Chamber of Commerce of London from time to time to appoint such Arbitrator or Chairman, and the parties shall accept the person(s) so appointed.

19.5 The Arbitrators appointed pursuant to Clauses 19.3 and 19.4 shall have experience in the drinks industry and agreements of this nature in general.

19.6 If any Arbitrator becomes unwilling or unable to act, the procedure for the appointment of a replacement Arbitrator(s) shall be in accordance with the provisions of Clauses 19.3 and 19.4.

19.7 Any reference of a Dispute to arbitration shall be determined in accordance with the rules of Arbitration of the International Chamber of Commerce of London which shall apply to any arbitration under this Agreement wherever such arbitration shall be conducted.

19.8 London shall be the seat of the arbitration but hearings may be held at such other place as the parties and the Arbitrators may agree or as the Arbitrators shall deem appropriate after consultation with the parties.

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19.9 The language of the arbitration shall be English and all documents submitted to the arbitration shall be submitted to the arbitration in their original form together with an English translation.

19.10 Each party agrees that without preventing any other mode of service, any document in any Dispute referred to arbitration may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 18.5 and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notices under Clause 18.5.

IN WITNESS whereof the parties hereto have hereunder set their hands the day and year first above written

SIGNED by	)
for and on behalf of	)
CLS REMY COINTREAU	)
SIGNED by	)
for and on behalf of	)
CENTRAL EUROPEAN DISTRIBUTION CORPORATION	)

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EX-10.4

Exhibit 10.4

Dated [·] 2005

BOTAPOL MANAGEMENT B.V.

and

TAKIRRA INVESTMENT CORPORATION N.V.

and

RÉMY COINTREAU

and

CAREY AGRI INTERNATIONAL POLAND Sp. z o.o.

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

TAX DEED OF COVENANT

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Ref: Antoaneta Proctor/Katie Price

Tax Deed of Covenant

This Tax Deed of Covenant is made on [·] 2005 between:

(1) Botapol Management B.V., a company incorporated in the Netherlands whose registered office is at [·], the Netherlands (“Botapol Management”);

(2) Takirra Investment Corporation N.V., a company incorporated in the Netherlands Antilles whose registered office is at Fokkerweg 26, Unit 301, Curaçao, Netherlands Antilles (“Takirra” and together with Botapol Management, the “Sellers” and each a “Seller”);

(3) Rémy Cointreau S.A., a company incorporated in France whose registered office is at rue Joseph Pataa, Ancienne rue de la Champagne, 16100 Cognac, France (the “Guarantor”);

(4) Carey Agri International Poland Sp. z o.o., a limited liability company incorporated under the laws of Poland whose registered office is at [·] (the “Purchaser”); and

(5) Central European Distribution Corporation, a company incorporated in Delaware whose registered office is at Two Bala Plaza, Suite 300, Philadelphia, United States of America (“CEDC”).

WHEREAS:

(A) This Deed is entered into pursuant to the provisions of an International Share Sale Agreement dated [·] 2005 and made between the Sellers (1), the Guarantor (2) and the Purchaser (3) (the “Agreement”).

(B) The Guarantor has agreed to guarantee the performance of Botapol Management, an indirect subsidiary of the Guarantor, of its obligations under this Deed.

(C) CEDC has agreed to guarantee the performance of the Purchaser, a subsidiary of CEDC, of its obligations under this Deed.

(D) The obligations of the Sellers under this Deed are several. Accordingly, Botapol Management shall not have any liability for the performance of Takirra of its obligations under this Deed and vice versa.

It is agreed as follows:

1 Interpretation

In this Deed, including the Schedule, the headings shall not affect its interpretation and:

1.1 unless otherwise defined, words and expressions defined in the Agreement shall have the same meaning wherever used in this Deed and the provisions of Clause 1 of the Agreement shall be deemed to be incorporated in this Deed;

1.2 in the event of conflict between the provisions of the Agreement and this Deed, this Deed shall prevail;

1.3 the following expressions bear the following meanings namely:

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“Accounts” means the audited balance sheet, statement of income, stockholders’ equity and cash flow:

(i) in respect of Botapol Holding for the financial period ending 31 March 2005;

(ii) in respect of Hillcroft for the financial year ending 31 December 2004; and

(iii) in respect of Bols both of (a) for the financial year ending 31 December 2004 and (b) for the financial period ending 31 March 2005.

“Accounting Period” means any period in respect of which Tax is or may be charged;

“Last Accounting Date” means:

(i) in respect of Botapol Holding and Bols, 31 March 2005; and

(ii) in respect of Hillcroft, 31 December 2004

“Purchaser’s Benefit” means any Taxation Benefit arising:

(i) to any member of the Purchaser’s Group (other than a Company); or

(ii) to any Company in respect of any Transaction occurring after the Closing Date or in a period ending after Closing or taken into account as an asset in preparing the Accounts;

“Seller Group Company” means any company which is a member of the Sellers’ Group;

“Straddle Period” means, in relation to any Company, an accounting period beginning before and ending after Closing;

“Taxation” or “Tax” means all forms of taxation (other than deferred tax (as that term is understood for book accounting purposes)) whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, volumes sold added value, any Transaction or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties (but excluding any registration, stamp and transfer taxes and capital duties which are payable as a result of the Transactions contemplated by the Transaction Documents), contributions and levies (including without limitation social security contributions and any other payroll taxes), in each case whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and whether chargeable or attributable to any Company or any other person and all penalties, surcharges, charges, costs and interest relating thereto save to the extent such penalties or interest are attributable to unreasonable delay by the Purchaser or any member of the Purchaser’s Group or, after Closing, any Company, or to the failure of the Purchaser to comply with its obligations under this Deed or the Agreement;

“Taxation Authority” means any Tax authority of competent jurisdiction with respect to any of the Companies;

“Taxation Benefit” means any Taxation benefit or advantage including any loss, relief, allowance, exemption, set-off, deduction, reduction, postponement, roll-over, hold-over, repayment, recovery or credit available in the computation of any liability to Taxation;

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“Tax Return” means any return, declaration, claim for refund, information return or statement relating to Taxation which was filed or should have been filed with any Taxation Authority, including any schedule or attachment thereto;

“Transaction” includes any transaction, circumstance, act, event or omission of whatever nature and includes, without limitation, any change in the residence of any person for the purposes of any Taxation and any change in accounting reference date;

1.4 references to “profits” include income, profits or gains (including capital gains) of any description or from any source and references to profits earned, accrued or received include profits deemed to have been or treated as earned, accrued or received for Taxation purposes;

1.5 references to Tax, Taxation or Taxation payable shall include:

1.5.1 the loss or non-availability of, or reduction in the amount of, any Purchaser’s Benefit to the extent that such Purchaser’s Benefit has been taken into account as an asset in the Accounts;

1.5.2 the cancellation, loss, non-availability or reduction in the amount of, or setting off against any Taxation liability, of a right to repayment of Taxation, to the extent that such right has been taken into account in, or in computing a provision for Taxation in, the Accounts; and

1.5.3 the setting off against profits or against a Taxation liability (in either case in respect of which but for such setting off the Company concerned would have had a liability to pay Taxation in respect of which a claim could have been made under this Deed) of any Purchaser’s Benefit,

and the amount of Taxation shall in such cases be deemed to be:

(i) in a case within Clause 1.5.1 above, the amount of Taxation which would have been saved if the Purchaser’s Benefit had not been lost, reduced or set off or, as the case may be, had been available;

(ii) in a case within Clause 1.5.2 above, the amount of the repayment; or

(iii) in a case within Clause 1.5.3 above, the amount of Taxation which would have been saved by use of the Purchaser’s Benefit but for such setting off;

1.6 references to the “Purchaser” shall, where the benefit of this Deed has been assigned under Clause 18.6 of the Agreement, mean the person or persons for the time being entitled to the benefit of this Deed PROVIDED THAT the Sellers shall not, in any circumstance, be required to make a greater payment to such person or persons than it would have had to make had the benefit of this Deed not been assigned;

1.7 references to the “Sellers” shall include either or both of them, as the case may be;

1.8 references to Clauses are to Clauses of this Deed unless otherwise specified.

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2 Covenant

2.1 Subject to any other provisions of this Deed, the Sellers severally agree to each pay to the Purchaser on the due date for payment an amount equal to one half of the amount of:

2.1.1 any Taxation payable or suffered by any Company:

(i) in respect of, or arising from, any Transaction effected or deemed to have been effected on or before the Closing Date;

(ii) by reference to any profits earned, accrued or received by that Company on or before the Closing Date; or

(iii) by reference to the net worth, asset value, turnover or added value of that Company on or before the Closing Date;

2.1.2 any Taxation affecting any Company in respect of, or arising from any Transaction completed after the Closing Date in pursuance of a legally binding obligation or an arrangement, in either case whether or not conditional, incurred or entered into on or before the Closing Date (for the avoidance of doubt this shall not include any Transaction entered into between either or both Sellers and the Purchaser or any Company pursuant to the share sale or the terms of the Agreement);

2.1.3 any liability of any Company to make a payment for, or repay in whole or in part, (other than to any other Company) any Taxation Benefit pursuant to any agreement or arrangement entered into on or before the Closing Date to the extent such Taxation Benefit was taken into account as an asset in preparing the Accounts;

2.1.4 any payment (other than a payment due from another Company) which any Company fails to obtain in consideration for any Taxation Benefit to the extent such payment was taken into account as an asset in preparing the Accounts; and

2.1.5 any reasonable third party costs and expenses properly incurred or payable by the Purchaser and the Companies in connection with, or in consequence of, any matter for which a successful claim is made by the Purchaser under this Deed.

2.2 Any payments made under Clause 2.1 above shall be treated as an adjustment to the consideration paid by the Purchaser for the Shares under the terms of the Agreement.

3 Exclusions

3.1 The Sellers shall not be liable under Clause 2.1 above to the extent that:

3.1.1 provision or reserve for such Taxation was made or otherwise taken into account in the Accounts;

3.1.2 such Taxation was discharged prior to the Closing Date;

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3.1.3 the Purchaser has otherwise been compensated in respect of the matter giving rise to a claim under Clause 2.1, under the Deed or the Agreement or in any other manner;

3.1.4 such Taxation arises in the ordinary course of business of any Company since the Last Accounting Date in accordance with such Company’s current accounting practices;

3.1.5 such Taxation would not have arisen but for, or is increased as a result of:

(a) any voluntary act of; or

(b) disclaimer, withdrawal of claim or election made, or notice or consent given by,

the Purchaser or, after the Closing Date, any Company, which such Purchaser or Company knew or ought reasonably to have known would give rise to such Taxation, other than:

(i) an act in the ordinary course of business carried on by any Company at the Closing Date and which could not reasonably have been avoided;

(ii) pursuant to a binding obligation or an arrangement entered into before the Closing Date; or

(iii) at the joint written request of the Sellers or their professional advisers;

3.1.6 any Taxation which arises by reason of a voluntary disclaimer by any Company after the Closing Date of the whole or part of any Taxation Benefit to which it is entitled or by reason of the revocation by any Company after the Closing Date of any claim for Taxation Benefit made (whether provisionally or otherwise) by it prior to the Closing Date, other than:

(i) an act in the ordinary course of business carried on by any Company at the Closing Date and which could not reasonably have been avoided;

(ii) pursuant to a binding obligation or an arrangement entered into before the Closing Date; or

(iii) at the joint written request of the Sellers or their professional advisers,

in each case where such Taxation Benefit was taken into account in, or in computing a provision for Taxation in, the Accounts;

3.1.7 such Taxation would not have arisen but for or has been increased by a failure or omission by any Company to make any claim, election, surrender or disclaimer or give any notice or consent or do any other thing after Closing Date the making, giving or doing of which was taken into account or assumed in computing a provision for Taxation in the Accounts and requested by the Sellers under the provisions of this Deed or otherwise or where the need for such claim, election, surrender, disclaimer, notice or consent is otherwise actually known to the Purchaser;

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3.1.8 any liability would not have arisen, but for an act carried out or omitted to be carried out by the Sellers or any Company prior to the Closing Date at the written request of the Purchaser;

3.1.9 any Taxation Benefit arising as a consequence of, or by reference to, a Transaction which occurred before the Closing Date, or in respect of a period ending on or before Closing, is available to relieve or mitigate such Taxation within the later of (i) two years of such Taxation arising and (ii) 31 December 2007, except to the extent that such Taxation Benefit is taken into account as an asset in, or in computing a provision for Taxation in, the Accounts;

3.1.10 any VAT payable by any Company with respect to a Transaction effected or deemed to have been effected by such Company on or before the Closing Date is:

(i) collected through receipt of payment of invoices issued by that Company with respect to such Transaction; and/or

(ii) capable of being set off against VAT due from that Company with respect to Transactions effected or deemed to be effected after the Closing Date;

3.1.11 such Taxation arises or is increased as a consequence of any change in the accounting policy or practice adopted by the relevant Company after the Closing Date, except where such change was necessary in order to comply with any applicable legal, regulatory, financial, reporting or other requirement in force on or before the Closing Date;

3.1.12 any Taxation arises or is increased as a consequence of any change in the law (including subordinate legislation) or its interpretation by the relevant courts or in the generally published interpretation or practice of any Taxation Authority coming into force after Closing or to the extent that such Taxation arises or is increased by a change in any rate of Taxation after Closing; or

3.1.13 the income, profits or gains to which that Taxation is attributable were actually received by any Company on or before the Closing Date but were not reflected in the Accounts.

3.2 The provisions of [Clause 9.1 (Time Limitation for Claims) and] [TBD] Clause 9.3 (Maximum Liability) of the Agreement shall have effect as if expressly incorporated in this Deed.

4 Due Date for Payment

4.1 The due date for payment under Clause 2.1 shall be as follows:

4.1.1 where a liability of the Sellers under this Deed arises from a liability of the Purchaser or any Company to make a payment or an increased payment of Taxation or a repayment of any payment made prior to Closing in respect of a Taxation Benefit or an amount in respect thereof which has not at the date of the notice under Clause 6.1 been made, then:

(i) in the case of a payment of Taxation in respect of which there is no provision for payment by instalments, the date falling five (5) Business Days before the latest date on which that Taxation may be paid to the relevant Taxation Authority without a liability to, or further liability to, interest or penalties accruing; and

6

(ii) in the case of a payment of Taxation in respect of which there is provision for payment by instalments, the date falling five (5) Business Days before each date on which an instalment of such payment becomes payable (and so on each such date an appropriate proportion of the amount claimed shall be paid, such proportion to be notified by the Purchaser to each of the Sellers at least five (5) Business Days prior to such date);

4.1.2 in a case within Clause 1.5.1 above, the date falling five (5) Business Days before the latest date on which Taxation becomes payable which would not have been payable had the relevant Taxation Benefit not been lost, reduced or found to be unavailable without a liability to interest or penalties accruing (the amount payable to the Purchaser on any particular date in respect of the Taxation Benefit shall be only the amount of Taxation which is payable on each date but which would not have been payable had the Taxation Benefit not been lost, reduced or found to be unavailable);

4.1.3 in a case within Clause 1.5.2 above, the date the repayment of Taxation would have been obtained;

4.1.4 in a case within Clause 1.5.3 above, the date on which the relevant Taxation liability would have been payable without a liability to interest or penalties accruing but for the setting off of the relevant Taxation Benefit; and

4.1.5 in any other case, five (5) Business Days after a notice containing a written demand in respect of the matter for which the Sellers are liable is received from the Purchaser pursuant to Clause 6.1 below.

4.2 Any liability of the Sellers hereunder shall be calculated and settled in the same currency as that of any amount payable under Clause 2.1.

4.3 Interest will accrue on any amounts owed by the Sellers or the Purchaser under this Deed from the due date for payment until the date such payment is made in accordance with Clause 18.13 of the Agreement, provided that interest shall not accrue for any period in respect of which interest due to the relevant Taxation Authority is included in the payment due to be made under this Deed before application of this Clause 4.3.

5 Pre-Closing Computations

5.1 Subject to, and in accordance with, the provisions of this Clause 5, the Sellers or their duly authorised agents shall, at the their own cost, prepare, submit and deal with (or procure the preparation and submission of):

5.1.1 all Tax Returns and computations relating to Taxation; and

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5.1.2 all claims, elections, surrenders, disclaimers, notices and consents for Taxation purposes in accordance with Clauses 5.2, and 5.10 below,

in respect of all periods relevant for Taxation purposes of each Company ending on or before the Closing Date (the “Pre-Closing Accounting Periods”).

5.2 The Sellers may make, for Pre-Closing Accounting Periods, only such claims, elections, surrenders, disclaimers, notices or consents in respect of each Company that have been assumed to be made by any Company in the Accounts or the notes to the Accounts.

5.3 The Sellers or their duly authorised agents shall deliver all tax documents relevant to the matters set out in Clause 5.1 above (the “Tax Documents”) to the Purchaser for authorisation and signing prior to submission. The Purchaser shall procure that the Tax Documents are so authorised and signed as soon as reasonably practicable by or on behalf of the relevant Company. The Sellers hereby agree to cancel within five (5) Business Days of the Closing Date any existing authority held by any employee or agent of, or an adviser to, the Sellers to sign Tax Documents on behalf of any Company with effect from the Closing Date. If a time limit is imposed by law, a Taxation Authority or otherwise, in relation to any Tax Documents, the Sellers shall ensure that the Purchaser receives such Tax Documents no later than ten (10) calendar days before the expiry of the time limit.

5.4 The Sellers shall procure that:

5.4.1 the Purchaser is kept informed of the progress of all matters relating to the Taxation affairs of the Companies in relation to the Pre-Closing Accounting Periods;

5.4.2 the Purchaser receives copies of all written correspondence with any Taxation Authority insofar as it is relevant to the matters referred to in Clause 2.1 and 5.1 above; and

5.4.3 the Purchaser’s reasonable written comments in relation to the matters referred to in this Clause 5 are taken into account by the Sellers when dealing with such matters.

5.5 The Sellers agree to devote reasonable resources to dealing with pre-Closing Taxation affairs, and shall use reasonable endeavours to ensure that they are finalised as soon as reasonably practicable. The Sellers shall ensure that all Tax Documents are true and accurate in all respects and are not misleading.

5.6 The Purchaser shall procure that each of the Sellers is sent a draft of any Tax Return of any Company relating to the Straddle Period or a Pre-Closing Accounting Period if such Tax Return relates to a matter (a “Relevant Matter”) which might affect the liability to Tax of the Sellers or the Sellers’ liability under Clause 2.1 at least ten (10) calendar days before its intended submission to a Taxation Authority and shall procure that its final form contains such alterations as the Sellers may (acting jointly), within five (5) calendar days of receiving the draft Tax Return, reasonably require to avoid or reduce such liability.

5.7 [Botapol Management or its duly authorized agents shall deliver to the Purchaser, within [60 Business Days] of the Closing Date, transfer pricing documentation as defined by Article 9a of the Polish Corporate Income Tax Act (the “TP

8

documentation”) regarding all qualifying transactions completed or entered into by Hillcroft or Bols after 1 January 2001 and before the [Last Accounting Date].] [Sellers to confirm what information is available and time frame in which such information can be collated and handed to the Purchaser]

5.8 The Purchaser shall further procure that each of the Sellers receives a copy of any correspondence received by, or on behalf of, any Company which relates to any Tax Return and concerns a Pre-Closing Accounting Period, a Straddle Period or a Relevant Matter and shall (without limitation of the Sellers’ rights under Clause 5.1 and 5.2 above) accept or procure the acceptance of any alteration reasonably required by the Sellers (acting jointly) to avoid or reduce any liability to Taxation or under Clause 2.1 to any correspondence, election or claim to be sent by, or on behalf of, any Company to any Taxation Authority in relation to such Pre-Closing Accounting Period or Straddle Period Tax Returns or in connection with a Relevant Matter (having given the Sellers reasonable opportunity (and no less than fifteen (15) Business Days or, if the Purchaser receives such correspondence etc. less than fifteen (15) Business Days prior to any applicable time limit for it to supply a response, such time as is half of the period between receipt by the Purchaser and the applicable time limit) to consider any such correspondence, claim or election prior to their being sent.

5.9 The Purchaser shall procure that the Sellers and their duly authorised agents are (on reasonable notice in writing to the Purchaser) afforded such reasonable access to the books, accounts, personnel, correspondence and documentation of the Companies and such other reasonable assistance as may be required to enable the Sellers to discharge their obligations under this Clause 5.

5.10 Notwithstanding Clause 5.2, neither the Purchaser nor any Company shall be required to submit any claims, elections, surrenders, disclaimers, notices or consents to the extent that such relate to a Purchaser’s Benefit (except for setting off of any VAT payable by any Company with respect to a Transaction effected or deemed to have been effected by such Company on or before the Closing Date against VAT due from such Company with respect to Transactions effected or deemed to be effected after the Closing Date), and any agreement by the Purchaser or any Company in this respect shall be without prejudice to any liability of the Sellers that may arise in respect of such Taxation Benefit.

5.11 The Purchaser agrees that the Sellers shall continue to be in charge of Taxation litigation commenced prior to the Closing Date and shall cause the relevant Companies being parties to such Taxation litigation not to withdraw any existing powers of attorney to conduct such Taxation litigation in the name and on behalf of the affected Company other than at the joint request of the Sellers, in which case the Purchaser shall cause the respective Company to issue a new power of attorney to such legal and tax advisors as may be indicated jointly by the Sellers. To the extent any of the:

(i) liabilities relating to claims being the subject matter of such Taxation litigation; or

(ii) costs associated with the conduct of such Taxation litigation,

have been included as a liability or have been otherwise provided for in the Accounts, the Purchaser shall, upon the joint written request of the Sellers, cause

9

the respective Company to promptly effect payment of the amount of relevant Taxation being the subject of such litigation and/or the costs associated with the conduct of such Taxation litigation, up to the amount of such Taxation included in the Accounts.

5.12 This Clause 5 shall operate without prejudice to the provisions of Clause 6.

6 Claims

6.1 If the Purchaser or any Company becomes aware after the Closing Date of any matter which could give rise to a liability under this Deed, the Purchaser shall procure that notice of that matter is given as soon as reasonably practicable to each of the Sellers and as regards any such matter the Purchaser shall itself or shall procure that the Company concerned shall at the joint request of the Sellers take such action as they may reasonably request to deal with the matter but subject as set out in Clause 6.2 and Clause 6.3 below and subject to the Purchaser and the relevant Company being indemnified to their reasonable satisfaction by the Sellers against all losses (including additional Taxation), costs, damages and expenses which may be incurred as a result.

6.2 The Purchaser and each Company shall be at liberty without reference to the Sellers to deal with any matter which could give rise to a liability under this Deed if the Sellers delay unreasonably in giving any such request as is mentioned in Clause 6.1 above, provided that the Purchaser or Company concerned has notified each of the Sellers of its intention to so deal with the matter and has afforded the Sellers a period of fifteen (15) Business Days to respond except that if there is a time limit for response to the relevant Taxation Authority and the Purchaser or a Company has notified the claim to the Sellers as soon as reasonably practicable under the provisions of Clause 6.1 above, then the Sellers shall be afforded such shorter period to respond as shall end at least five (5) Business Days prior to the expiry of such time limit.

6.3 The Purchaser shall procure that the Sellers and their duly authorised agents are (on reasonable notice in writing to the Purchaser) afforded such reasonable access to the books, accounts, personnel, correspondence and documentation of the Companies and such other reasonable assistance as may be required to enable the Sellers to exercise their rights under this Clause 6.

7 Purchaser’s Indemnity

7.1 The Purchaser shall pay the relevant Seller an amount equal to the amount of any Taxation (plus any third party costs and expenses which such Seller has incurred or paid in connection with such liability to Taxation) for which that Seller or any member of that Sellers’ Group has become liable and has paid by virtue of the failure of the Purchaser, a member of the Purchaser’s Group or any Company after the Closing Date, to discharge such Taxation, except to the extent such Taxation:

7.1.1 is subject to a valid claim under this Deed by the Purchaser which has not been satisfied (or could be the subject of any such valid claim, assuming that a claim was made in respect of such Taxation), in which case the Purchaser’s liability under this Clause 7.1 shall be reduced by the amount of the relevant Seller’s liability under Clause 2.1 of this Deed in respect of

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such claim and the Purchaser shall have no further recourse against that Seller in respect of that Tax liability under Clause 2.1 of this Deed or otherwise (for the avoidance of doubt, the provisions of this Clause 7.1.1 shall not affect any claim the Purchaser may have under Clause 2.1 of this Deed against the other Seller in respect of such Tax liability); or

7.1.2 has been recovered under any relevant statutory provision.

7.2 The Purchaser agrees to pay to the relevant Seller an amount equal to any VAT for which that Seller has become liable as a result of supplies, acquisition, imports or Transactions made by any Company after the Closing Date.

7.3 Clauses 4 and 6 above shall apply to Clause 7.1 as they apply to the covenant contained in Clause 2.1, replacing references to the Sellers by references to the Purchaser (and vice versa) and making any other necessary modifications.

8 Recovery from Third Parties

8.1 If before the Sellers make any payment in discharge of any claim by the Purchaser under this Deed, the Purchaser or any Company recovers or is or becomes entitled to recover (whether by payment, discount, credit, relief or otherwise) from any other person (other than a Company), including for the avoidance of doubt any Taxation Authority, any sum in respect of that Taxation, then:

8.1.1 the Purchaser shall procure that before steps are taken to enforce a claim against the Sellers following notification under Clause 6.1 above, all reasonable steps are taken to enforce recovery from such other person, subject to the Purchaser and the relevant Company being indemnified to their reasonable satisfaction by the Sellers against all losses (including additional Taxation), damages, costs and expenses which may be reasonably incurred, and keep the Sellers fully informed of the progress of any action taken; and

8.1.2 any actual recovery by the Purchaser or any Company, less any reasonable third party costs and expenses of recovery (including any Taxation which would not have been incurred but for the recovery of that amount) shall reduce each Seller’s liability by an equal amount being half the amount recovered from any third person (other than a Company) or satisfy, as the case may be, such claim to the extent of such recovery.

8.2 If the Sellers pay an amount in respect of Taxation under Clause 2.1 and any Company is or becomes entitled to recover (whether by payment, discount, credit, relief or otherwise) from any other person (other than a Company) any sum in respect of that Taxation, then the Purchaser shall:

8.2.1 within five (5) Business Days of being or becoming so entitled, notify each Seller of such entitlement and shall, if so requested by the Sellers acting jointly and subject to the Purchaser and that Company being indemnified to their reasonable satisfaction by the Sellers against all losses (including additional Taxation), damages, reasonable costs and expenses which may be reasonably incurred, take or procure that the relevant Company takes all reasonable steps to enforce that recovery (keeping the Sellers fully informed of the progress of any action taken); and

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8.2.2 within five (5) Business Days of recovering any such amount, account to each Seller an amount equal to (a) half of the whole of any sum so recovered (including any interest or repayment supplement paid to the Purchaser or any Company) less any reasonable third party costs and expenses of recovery (including any Taxation which would not have been incurred but for the recovery of that amount) or, if less, (b) the amount of any payment previously made by each of the Sellers in respect of such Taxation.

9 Savings

9.1 If the auditors for the time being of any Company certify in writing (at the joint request and expense of the Sellers) to the Sellers and the Purchaser that Taxation which has resulted in a payment by the Sellers falling due pursuant to Clause 2.1 or the TaxWarranties gives rise to an actual saving (the “Saving”) of Taxation for any Company or the Purchaser, then an amount equal to half of the amount of such Saving shall be allocated to each Seller and either (a) set off against any payment then due from that Seller under this Deed, or (to the extent that it is not so set off) (b) paid by the Purchaser to that Seller within five (5) Business Days of the Saving being obtained.

9.2 If any Company or the Purchaser discovers that there has been a Saving, the Purchaser shall, or shall procure that the Company concerned shall, as soon as reasonably practicable give full details thereof to the Sellers and supply to the Sellers such information as they may reasonably require (acting jointly) to verify the amount of the Saving.

9.3 For the purposes of Clause 9.1 a person obtains a Saving if as a result of the Taxation which results in a claim by the Purchaser under Clause 2.1 that person is relieved in whole or in part of a liability to make some other payment of Taxation which it would otherwise have been liable to make or obtains a right to repayment of Taxation which would not otherwise have been available.

9.4 The Purchaser shall procure that each Company shall utilise any available Taxation Benefits to create and maximise a Saving, provided that the Purchaser shall not be obliged to procure that such Taxation Benefits are so utilised to the extent other Purchaser’s Benefits are available to be utilised in priority to such Taxation Benefits.

10 Tax Groups

The Sellers represent to the Purchaser that no Company is a member of a group which makes a consolidated Tax Return.

11 Withholdings and Deductions

11.1 All sums payable under this Deed shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law. If any deductions or withholdings are required by law the party making the payment shall (except in the case of interest payable under Clause 4.3) be obliged to pay to the other party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or

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withholding, provided that if either party to this Deed shall have assigned the benefit (in whole or in part) of this Deed, then the liability of the other party under this Clause 11.1 shall be limited to that (if any) which would have been had no such assignment taken place.

11.2 If any Taxation Authority charges to Taxation (or would charge to Taxation in the absence of any Taxation Benefits available to the recipient) any sum paid under this Deed, then the amount so payable shall be grossed up by such amount as will ensure that after payment of the Taxation so charged (or which would have been so charged if any Taxation Benefits available to the recipient were ignored) there shall be left a sum equal to the amount that would otherwise be payable under this Deed, provided that if either party to this Deed shall have assigned the benefit (in whole or in part) of this Deed, then the liability of the other party under this Clause 11.2 shall be limited to that (if any) which would have been had no such assignment taken place.

11.3 If the recipient of a payment made under this Deed receives a credit for, or refund of, any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation, then it shall reimburse to the other party such part of such additional amounts paid to it pursuant to Clause 11.2 above as the recipient of the payment certifies to the other party will leave it (after such reimbursement) in no better and no worse position than it would have been in if the other party had not been required to make such deduction or withholding.

12 Miscellaneous

The provisions of Clause 11 (Remy Cointreau Guarantee), 17 (Confidentiality) and 18 (Other Provisions) of the Agreement shall apply to this Deed with any necessary changes.

13 Effect of Discharge of Claim

For the avoidance of doubt, the Sellers shall remain liable in accordance with the terms of this Deed notwithstanding that any Taxation giving rise to a liability to make a payment under Clause 2.1 of this Deed is or has been discharged or suffered by the relevant Company, whether before or after the date of this Deed and whether by payment or by the loss or utilisation of any Taxation Benefit or right to repayment of Taxation.

14 Effect of Waiver, Release, etc.

Any liability under this Deed may in whole or in part be released, compounded or compromised or time or indulgence may be given by the person to whom the liability is owed in its absolute discretion as regards any of the persons under such liability without this in any way prejudicing or affecting its rights against any other or others of those persons under the same or a like liability whether joint and several or otherwise.

15 Illegality

If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of such provision under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision of this Deed, shall in any way be affected or impaired thereby.

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16 Governing Law

This Deed shall be governed by and construed in accordance with English law.

17 Deed

The signature or sealing of this document by or on behalf of a party shall constitute an authority to the solicitors, or an agent or employee of the solicitors, acting for that party in connection with this document to deliver it as a deed on behalf of that party.

In witness whereof this document has been duly executed as a Deed the day and year first before written.

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[EXECUTED as a DEED by [·]	}
(Director)
duly authorised on behalf of BOTAPOL MANAGEMENT B. V.
EXECUTED as a DEED by [·]	}
(Director)
duly authorised on behalf of
TAKIRRA INVESTMENT CORPORATION N.V.
EXECUTED as a DEED by [·]	}
(Director)
duly authorised on behalf of RÉMY COINTREAU S.A.
EXECUTED as a DEED by [·]	}
(Director)
duly authorised on behalf of CAREY AGRI INTERNATIONAL Sp. z o.o.

15

EXECUTED as a DEED by [·]	}
(Director)
duly authorised on behalf of CENTRAL EUROPEAN DISTRIBUTION CORPORATION]

16

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Signs Definitive Stock Purchase Agreement With Rémy Cointreau and Takirra Investment Corp. to Acquire Bols Sp. z o.o., Poland’s Third Largest Distiller

Bala Cynwyd, Pennsylvania — June 27, 2005: Central European Distribution Corporation (NASDAQ NM: CEDC), announced today that it has signed a definitive stock purchase agreement with Rémy Cointreau/Botapol Management B.V. and Takirra Investment Corporation to acquire Botapol Holding B.V., which owns 100% of the outstanding shares of Bols Sp. z o.o., Poland’s third largest distiller, for $270 million.

Bols Sp. z o.o. is Poland’s leading producer of premium vodkas with a total market share (measured by value) of approximately 12%. Bols Sp. z o.o., in addition to vodka production, also has one of the leading import portfolios of premium wine and spirit brands in Poland, including such well-known brands as Rémy Martin, Piper-Heidsieck, Charles Heidsieck, Cointreau and Metaxa.

CEDC will fund the $270 million purchase price with a combination of cash and common stock. CEDC has the option of paying between 45% and 55% of the total purchase price in shares of CEDC common stock, provided that the number of shares issued is less than 20% of total outstanding shares of CEDC at the time of issuance. Botapol Management and Takirra Investment Corp. will be granted certain registration rights for the shares of CEDC common stock issued to them, and these shares will have a one-year lock-up period. The cash portion of the purchase price is subject to financing. Up to $5.0 million of the purchase price is subject to reimbursement by Rémy Cointreau based on an agreed share calculation formula.

As part of the acquisition, CEDC will be granted a perpetual, exclusive trademark license to use the Bols vodka trademark for the manufacturing, marketing and sale of vodka in Poland and Russia, and will be granted the exclusive right to import and distribute Rémy Cointreau’s current import portfolio in Poland.

CEDC has granted Botapol Management and Takirra Investment Corp. each the right to designate one member to our board of directors so long as each owns 50% of the original number of shares of our common stock issued to them. Botapol Management has indicated that it will designate Dominique Hériard Dubreuil, the chairman of the board of directors of Rémy Cointreau, and Takirra Investment Corp. has indicated that it will designate Markus Sieger as its designee.

The acquisition by CEDC of Bols Sp. z o.o. is subject to receipt of Polish anti-monopoly approval. The acquisition is expected to close in August, 2005.

CEDC is one of the leading importers of beers, wines and spirits, as well as the largest distributor of domestic vodka on a nationwide basis, in Poland. CEDC operates 14 distribution centers and 88 satellite branches throughout Poland. It distributes many of the world’s leading brands in Poland, including brands such as Johnnie Walker Scotch, Stock Brandy, Sutter Home, Torres, Mondavi and Concha y Toro wines, Corona, Foster’s, Grolsch, Budweiser Budvar and Guinness Stout beers.

The Rémy Cointreau Group ranks among the leading players in the worldwide spirits industry. The company, with roots dating back to 1724, is a producer of premium wines and spirits with a portfolio of unique and international brands that include Rémy Martin cognac, Cointreau, Passoa and Bols liqueurs, Bols vodka, Mount Gay rum, Metaxa as well as Piper-Heidsieck and Charles Heidsieck champagne. Rémy Cointreau is quoted on France’s Euronext exchange.

Contact:

Jim Archbold,

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially

different from any future results, performance or achievements, expressed or implied, by forward-looking statements. These risks and uncertainties include, without limitation, difficulties encountered in integrating the businesses since CEDC will become a producer of alcoholic beverages for the first time, whether certain market segments grow as anticipated, the competitive environment in alcoholic beverages distribution and production industries and competitive responses to the acquisition, the ability to retain key employees at both companies, and general market conditions. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. Actual results may differ materially from those contained in the forward-looking statements in this press release. CEDC undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC’s Form 10-K for the fiscal year ended December 31, 2004, and in other periodic reports filed by CEDC with the Securities and Exchange Commission.