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

August 17, 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 August 17, 2005, we completed our acquisition (the “Bols Acquisition”) of 100% of the outstanding capital stock of Botapol Holding B.V. (“Botapol Holding”), as described more fully in Item 2.01 below. In connection with the closing of the Bols Acquisition, we entered into several other agreements, which are described in this Item 1.01.

We entered into a Registration Rights Agreement, dated August 17, 2005 (the “Registration Rights Agreement”), with Botapol Management B.V. (“Botapol Management”) and Takirra Investment Corporation N.V. (“Takirra”), whereby we granted certain demand and piggyback registration rights to Botapol Management for the 1,691,419 shares of our common stock, par value $0.01 (“Common Stock”) and to Takirra for the 1,691,419 shares of Common Stock (in the aggregate, 3,382,838 shares of Common Stock or approximately 16.6% of our outstanding Common Stock), issued to each of them as partial consideration for the sale of Botapol Holding to us. Such shares are subject to a one-year lock-up period. Thereafter, there is one demand registration right for the holders in each of the succeeding two years and an unlimited number of piggy back registration rights, all in accordance with the terms of the Registration Rights Agreement.

We entered into a Trade Mark License Agreement, dated August 17, 2005, with Distilleerderijen Erven Lucas Bols B.V. (“Erven Lucas Bols”), whereby Erven Lucas Bols, 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 Sp. z o.o. (“Bols”).

We entered into a Tax Deed of Covenant, dated August 17, 2005, with Botapol Management B.V., Takirra Investment Corporation N.V. and Rémy Cointreau S.A., whereby Botapol Management and Takirra have covenanted to indemnify us for certain potential tax liabilities related to Bols and the Bols Acquisition.

The foregoing description does not purport to be a complete description of the terms of these agreements and is qualified in its entirety by the terms of the definitive agreements, which are attached as exhibits to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 17, 2005, we completed our acquisition of 100% of the outstanding capital stock of Botapol Holding from Botapol Management, an indirect subsidiary of Rémy Cointreau S.A., and Takirra. Botapol Holding owns 100% of the outstanding capital stock of Bols, Poland’s third largest distiller, and Hillcroft Sp. z o.o. We paid a purchase price for Botapol Holding that consisted of US$147.5 million in cash and 3,382,838 shares of Common Stock, with a value of approximately US$122.5 million (based on a formula for the determination of the price of our Common Stock at the time we signed the agreement to acquire Botapol Holding, which price was $36.22 per share).

We reported entering into the definitive agreement regarding the Bols Acquisition in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2005, which report is incorporated herein by reference.

On August 17, 2005, we issued a press release announcing that we had completed the Bols Acquisition and that we had entered into a strategic alliance with Rémy Cointreau. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

As reported more fully in Item 2.01 above and incorporated herein by reference, on August 17, 2005, we issued 3,382,838 shares of our common stock, par value $0.01 per share, to Botapol Management and Takirra as part of the purchase price for our acquisition of Botapol Holding.

The sale was made in reliance upon the exemption from registration provided for in Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Certificates representing the shares of common stock issued in connection with the Bols Acquisition will contain appropriate legends to reflect the restrictions on transfer imposed by Regulation S under the Securities Act and the Registration Rights Agreement.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 17, 2005, Madame Dominique Hériard Dubreuil and Mr. Markus Sieger were appointed to our board of directors, effective immediately following the completion of the Bols Acquisition. Madame Hériard Dubreuil and Mr. Sieger will serve as directors until the next annual meeting of our shareholders, at which time they or their successors shall be duly elected, or until their earlier resignation.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days of the date of this report.

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days of the date of this report.

(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.V., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2005)

10.1 Registration Rights Agreement, dated August 17, 2005, by and among Central European Distribution Corporation, Botapol Management B.V. and Takirra Investment Corporation N.V.

10.2 Trade Mark Licence, dated August 17, 2005, by and among Distilleerderijen Erven Lucas Bols B.V., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o.

10.3 Deed of Tax Covenant, dated August 17, 2005, by and among Botapol Management B.V., Takirra Investment Corporation N.V., Rémy Cointreau S.A., Carey Agri International Poland Sp. z o.o. and Central European Distribution Corporation

99.1 Press release, dated August 17, 2005, titled “Central European Distribution Corporation Completes Strategic Alliance With Remy Cointreau; Acquires 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: August 23, 2005	Central European Distribution Corporation
	By:	/s/ James Archbold
	Name:	James Archbold
	Its:	Secretary

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT dated as of August 17, 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 June 27, 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 (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.

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

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.

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.

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.

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

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;

(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.

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, 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 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.

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.

(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.

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

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]

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

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Chief Executive Officer
BOTAPOL MANAGEMENT B.V.
By:	/s/ Loes Beukers
Name:	Loes Beukers
Title:	Managing Director, Erven Lucas Bols N.V.
By:	/s/ Piet van Leijenhorst
Name:	Piet van Leijenhorst
Title:	Managing Director, Erven Lucas Bols N.V.
TAKIRRA INVESTMENT CORPORATION N.V.
By:	/s/ Markus Sieger
Name:	Markus Sieger
Title:	Attorney

Schedule A

Name of Shareholder	Number of Shares of Common Stock
Botapol Management B.V.	1,691,419
Takirra Investment Corporation N.V.	1,691,419
	TOTAL: 3,382,838

EX-10.2

Exhibit 10.2

Dated 17 August 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 17 August 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”).

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.

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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 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.

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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.

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.

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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 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

6

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.

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.

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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 30 days 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.

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.

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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;

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;

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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.

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

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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 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.

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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.

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: Wattstraat 61, Zoetermeer, The Netherlands

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

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 /s/ Loes Beukers /s/ Piet van Leijenhorst on behalf of Distilleederijen Erven Lucas Bols B.V. }

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SIGNED by /s/ William V. Carey on behalf of Central European Distribution Corporation }

SIGNED by /s/ William V. Carey on behalf of Carey Agri International Poland Sp. z o.o. }

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EX-10.3

Exhibit 10.3

Dated 17 August 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 17 August 2005 between:

(1) Botapol Management B.V., a company incorporated in the Netherlands whose registered office is at Wattstraat 61, 2723 RB Zoetermeer, 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 ul. Bokserska 66a, 02-680 Warszawa, Poland (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 27 June 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 8.1.1 (Time Limitation for Claims) and Clause 8.3 (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:

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(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

(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, as soon as reasonably practicable and in any event no later than 60 calendar days of the Closing Date, transfer pricing documentation as defined by Article 9a of the

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Polish Corporate Income Tax Act (the “TP documentation”) regarding all qualifying transactions completed or entered into by Hillcroft or Bols on or after 1 January 2001 and on or before 31 December 2004. For the avoidance of doubt, nothing in the foregoing sentence shall affect the Sellers’ liability under this Deed in respect of Taxation which is imposed directly as a result of Bols and/or Hillcroft failing to provide TP documentation within 7 calendar days of a demand in writing by the Polish Taxation Authorities. Botapol Management or its duly authorised agents shall also deliver to the Purchaser no later that 60 calendar days after the Closing Date all information within Botapol Management’s possession or control which will be reasonably required by Hillcroft or Bols to complete the TP documentation for all qualifying transactions completed or entered into on or after 1 January 2005 and before the Closing Date.

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

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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 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

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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 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:

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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

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 Tax Warranties 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.

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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 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 10 (Guarantees), 16 (Confidentiality) and 17 (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.

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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.

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 /s/ Loes Beukers /s/ Piet van Leijenhorst	}
duly authorised on behalf of BOTAPOL MANAGEMENT B. V.
EXECUTED as a DEED by /s/ Markus Sieger	}
duly authorised on behalf of TAKIRRA INVESTMENT CORPORATION N.V.
EXECUTED as a DEED by /s/ Hervé Dumesny	}
duly authorised on behalf of RÉMY COINTREAU S.A.
EXECUTED as a DEED by /s/ William V. Carey	}
duly authorised on behalf of CAREY AGRI INTERNATIONAL Sp. z o.o.

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EXECUTED as a DEED by /s/ William V. Carey	}
duly authorised on behalf of CENTRAL EUROPEAN DISTRIBUTION CORPORATION

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EX-99.1

Exhibit 99.1

Central European Distribution Corporation Completes Strategic Alliance With Rémy

Cointreau; Acquires Bols Sp. z o.o., Poland’s Third Largest Distiller

Bala Cynwyd, Pennsylvania August 17, 2005: Central European Distribution Corporation today announced that it has completed its acquisition of Botapol Holding B.V., which owns 100% of the outstanding shares of Bols Sp. z o.o. The purchase price consists of 3,382,838 shares of common stock of CEDC with a value of approximately US$122.5 million (based on the US$36.22 valuation included in the purchase agreement) and US$147.5 million in cash. As a result of the transaction, each of the sellers will own approximately 8.3% of CEDC’s outstanding shares. The stock portion of the purchase price is subject to a one-year lock-up period and is entitled to certain customary demand and piggy-back registration rights after the end of the lock-up period. The cash portion of the purchase price was taken from the proceeds of the Senior Secured Notes offering that CEDC completed last month.

As part of the transaction, CEDC also entered into a strategic alliance with Rémy Cointreau in which CEDC has the exclusive right to import and distribute Rémy Cointreau’s current import portfolio in Poland and in which Dominique Hériard Dubreuil, the chairman of the board of directors of Rémy Cointreau, has been appointed to the CEDC board. Markus Sieger, a representative of Takirra Investment Corp., has also been appointed to the CEDC board as part of the transaction.

William Carey, President and CEO said, “We are excited about the alliance with Rémy Cointreau S.A. and look forward to further developing the working relationship with Bols’ management, to realize the full potential of the brand opportunities that the acquisition will give us. The acquisition of Bols Sp. z o.o. and the envisaged purchase of 61% of the outstanding stock of Polmos Bialystok S.A. will give us a number of synergies in production, as well as in distribution. Further, we will become one of the top five largest vodka producers in the world and consequently the largest vodka producer in Poland by value. Once we complete the Polmos Bialystok S.A. transaction, which is still subject to Polish anti-monopoly approval, we will give updated 2005 guidance, including the expected effect of the synergies within the two distilleries and the effect of production on our distribution network. We anticipate obtaining Polish anti-monopoly approval for Polmos Bialystok S.A. during September 2005.”

CEDC is the leading distributor by volume and a leading importer by value of alcoholic beverages in Poland. Following the acquisition of Bols and the planned acquisition of Polmos Bialystok, CEDC will become the largest vodka producer in Poland by value. CEDC operates 14 distribution centers and 86 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, Cointreau, Passoa and Bols liqueurs, Bols vodka, Mount Gay rum, Metaxa as well as Piper-Heidsieck champagne. Rémy Cointreau is quoted on France’s Euronext exchange.

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 the Company 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, the risks that the Company’s local currency will weaken and that the targeted distribution companies the Company looks to acquire in 2005 will not accept the Company’s offers to purchase, or in the diligence phase of the acquisitions, the Company discovers liabilities such that the acquisitions are not completed. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. The Company 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 the Company’s Form 10-K for the fiscal year ended December 31, 2004, and in other periodic reports filed by the Company with the Securities and Exchange Commission.

Contact:

Jim Archbold,

Investor Relations Officer

Central European Distribution Corporation

610-660-7817