10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM             .

COMMISSION FILE NUMBER 0-24341

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	54-1865271
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Two Bala Plaza, Suite #300, Bala Cynwyd, PA	19004
(Address of Principal Executive Offices)	(Zip code)

(610) 660-7817

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large Accelerated Filer	x	Accelerated Filer	¨
Non-Accelerated Filer	¨	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The number of shares outstanding of each class of the issuer’s common stock as of August 7, 2009: Common Stock ($.01 par value) 57,157,364

INDEX

		PAGE
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Condensed Balance Sheets as of June 30, 2009 (unaudited) and as of December 31, 2008	1
	Consolidated Condensed Statements of Income (unaudited) for the three and six month periods ended June 30, 2009 and June 30, 2008	2
	Consolidated Condensed Statement of Changes in Stockholders’ Equity (unaudited) as of June 30, 2009 and as of December 31, 2008	3
	Consolidated Condensed Statements of Cash Flows (unaudited) for the six month periods ended June 30, 2009 and June 30, 2008	4
	Notes to Consolidated Condensed Financial Statements (unaudited)	5-26
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3	Quantitative and Qualitative Disclosures about Market Risk	48
Item 4	Controls and Procedures	49
PART II	OTHER INFORMATION	49
Item 4	Submission of Matters to a Vote of Security Holders	49
Item 6	Exhibits	49
Signatures		52

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)

Amounts in columns expressed in thousands

(except share information)

	June 30, 2009			December 31, 2008 (as adjusted)
ASSETS
Current Assets
Cash and cash equivalents	$	225,953		$	107,601
Accounts receivable, net of allowance for doubtful accounts of $48,787 and $22,155 respectively		396,104			430,683
Inventories		200,127			180,304
Prepaid expenses and other current assets		76,810			22,894
Deferred income taxes		35,372			24,386
Total Current Assets		934,366			765,868
Intangible assets, net		703,753			570,505
Goodwill, net		1,625,751			745,256
Property, plant and equipment, net		209,030			92,221
Deferred income taxes		41,362			12,886
Equity method investment in affiliates		60,094			189,243
Subordinated loans to affiliates		—			107,707
Total Non-Current Assets		2,639,990			1,717,818
Total Assets	$	3,574,356		$	2,483,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	180,359		$	234,948
Bank loans and overdraft facilities		76,505			109,552
Income taxes payable		1,601			7,227
Taxes other than income taxes		122,727			125,774
Other accrued liabilities		128,927			80,270
Current portions of obligations under capital leases		1,450			2,385
Deferred consideration		126,975			—
Total Current Liabilities		638,544			560,156
Long-term debt, less current maturities		439,923			170,510
Long-term obligations under capital leases		1,495			2,194
Long-term obligations under Senior Notes		645,315			633,658
Long-term deferred consideration		397,584			—
Long-term accruals		2,902			5,806
Deferred income taxes		191,414			106,485
Total Long Term Liabilities		1,678,633			918,653
Redeemable noncontrolling interests in Whitehall Group		20,874			33,642
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 49,467,864 and 47,344,874 shares issued at June 30, 2009 and December 31, 2008, respectively)		495			473
Additional paid-in-capital		817,521			816,490
Retained earnings		312,653			186,588
Accumulated other comprehensive income / (loss)		39,643			(46,772	)
Less Treasury Stock at cost (246,037 shares at June 30, 2009 and December 31, 2008, respectively)		(150	)		(150	)
Total CEDC Stockholders’ Equity		1,170,162			956,629
Noncontrolling interests in subsidiaries		66,143			14,606
Total Equity		1,236,305			971,235
Total Liabilities and Stockholders’ Equity	$	3,574,356		$	2,483,686

The accompanying notes are an integral part of the consolidated condensed financial statements.

1

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

Amounts in columns expressed in thousands

(except per share information)

	Three months ended						Six months ended
	June 30, 2009			June 30, 2008 (as adjusted)			June 30, 2009			June 30, 2008 (as adjusted)
Sales	$	451,102		$	542,845		$	748,861		$	950,926
Excise taxes		(88,997	)		(121,543	)		(168,864	)		(216,004	)
Net Sales		362,105			421,302			579,997			734,922
Cost of goods sold		242,409			317,564			399,139			564,968
Gross Profit		119,696			103,738			180,858			169,954
Operating expenses		77,768			60,895			118,624			101,643
Operating Income before gain on revaluation of equity investment and impairment charge		41,928			42,843			62,234			68,311
Gain on remeasurement of prevoiusly held equity interest		225,605			—			225,605			—
Impairment charge		(20,309	)		—			(20,309	)		—
Operating Income		247,224			42,843			267,530			68,311
Non operating income / (expense), net
Interest (expense), net		(22,397	)		(14,487	)		(34,137	)		(26,272	)
Other financial income / (expense), net		63,288			32,000			(32,932	)		41,103
Amortization of deferred charges / (expense), net		(11,231	)		—			(11,231	)		—
Other non operating income / (expense), net		(8,480	)		(282	)		(8,642	)		(142	)
Income / (loss) before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		268,404			60,074			180,588			83,000
Income tax benefit / (expense)		(52,339	)		(12,451	)		(34,775	)		(16,759	)
Equity in net earnings of affiliates		453			902			(17,968	)		902
Net income / (loss)	$	216,518		$	48,525		$	127,845		$	67,143
Less: Net income / (loss) attributable to noncontrolling interests in subsidiaries		2,249			1,576			2,138			1,829
Less: Net income / (loss) attributable to redeemable noncontrolling interests in Whitehall Group		543			915			(358	)		915
Net income /(loss) attributable to CEDC	$	213,726		$	46,034		$	126,065		$	64,399
Net income / (loss) per share of common stock, basic	$	4.34		$	1.08		$	2.60		$	1.55
Net income / (loss) per share of common stock, diluted	$	4.00		$	1.06		$	2.39		$	1.52

The accompanying notes are an integral part of the consolidated condensed financial statements.

2

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY (UNAUDITED)

Amounts in columns expressed in thousands

(except per share information)

	Common Stock							Additional Paid-in Capital			Retained Earnings			Accumulated other comprehensive income			Non- controlling interest in subsidiaries			Total
	Common Stock			Treasury Stock
	No. of Shares	Amount		No. of Shares	Amount
Balance at December 31, 2008 (as reported)	47,345	$	473	246	$	(150	)	$	803,703		$	188,595		$	(46,772	)	$	14,606		$	960,455
Adoption of APB14-1	—		—	—		—			12,787			(2,007	)		—			—			10,780
Balance at December 31, 2008 (as adjusted)	47,345	$	473	246	$	(150	)	$	816,490		$	186,588		$	(46,772	)	$	14,606		$	971,235
Net income / (loss) for 2009	—		—	—		—			—			126,065			—			2,138			128,203
Foreign currency translation adjustment	—		—	—		—			—			—			86,415			(601	)		85,814
Comprehensive income for 2009	—		—	—		—			—			126,065			86,415			1,537			214,017
Common stock issued in connection with options	23		1	—		—			2,200			—			—			—			2,201
Common stock issued in connection with acquisitions	2,100		21	—		—			19,026			—			—			—			19,047
Purchase of Whitehall Group shares from noncontrolling interest	—		—	—		—			(20,195	)		—			—			—			(20,195	)
Acquisition of the Russian Alcohol Group	—		—	—		—			—			—			—			50,000			50,000
Balance at June 30, 2009	49,468	$	495	246	$	(150	)	$	817,521		$	312,653		$	39,643		$	66,143		$	1,236,305

The accompanying notes are an integral part of the consolidated condensed financial statements.

3

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

Amounts in columns expressed in thousands

	Six months ended June 30,
	2009			2008 (as adjusted)
Operating Activities
Net income	$	127,845		$	67,143
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		6,422			7,331
Deferred income taxes		(39,655	)		1,576
Unrealized foreign exchange (gains) / losses		27,780			(39,958	)
Cost of debt extinguishment		—			1,156
Stock options expense		1,924			1,678
Hedge revaluation		4,259			—
Equity income in affiliates		17,968			(902	)
Gain on remeasurement of previously held equity interest, net of impairment		(151,893	)		—
Other non cash items		3,595			(32	)
Changes in operating assets and liabilities:
Accounts receivable		137,291			59,431
Inventories		141			(21,533	)
Prepayments and other current assets		4,407			14,211
Trade accounts payable		(67,598	)		(11,628	)
Other accrued liabilities and payables		(14,577	)		(28,319	)
Net Cash provided by Operating Activities		57,909			50,154
Investing Activities
Investment in fixed assets		(8,600	)		(6,172	)
Proceeds from the disposal of fixed assets		2,057			2,694
Acquisitions of subsidiaries, net of cash acquired		140,776			(366,075	)
Net Cash used in Investing Activities		134,233			(369,553	)
Financing Activities
Borrowings on bank loans and overdraft facility		9,811			71,593
Payment of bank loans and overdraft facility		(47,871	)		(24,158	)
Payment of long-term borrowings		(601	)		—
Payment of Senior Secured Notes		—			(14,445	)
Repayment of obligation to former shareholders		(28,814	)		—
Hedge closure		(1,940	)		—
Movements in capital leases payable		(1,245	)		816
Issuance of shares in public placement		—			233,844
Transactions with equity holders		(7,876	)		—
Net Borrowings on Convertible Senior Notes		—			304,403
Options exercised		276			1,068
Net Cash provided by Financing Activities		(78,260	)		573,121
Currency effect on brought forward cash balances		4,470			23,593
Net Increase / (Decrease) in Cash		118,352			277,315
Cash and cash equivalents at beginning of period		107,601			87,867
Cash and cash equivalents at end of period	$	225,953		$	365,182
Supplemental Schedule of Non-cash Investing Activities
Common stock issued in connection with investment in subsidiaries	$	19,047		$	86,533
Supplemental disclosures of cash flow information
Interest paid	$	34,565		$	23,940
Income tax paid	$	8,653		$	13,463

The accompanying notes are an integral part of the consolidated condensed financial statements.

4

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except per share information

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Central European Distribution Corporation (“CEDC”), a Delaware corporation, and its subsidiaries (collectively referred to as “we,” “us,” “our,” or the “Company”) operate primarily in the alcohol beverage industry. The Company is Central Europe’s largest integrated spirit beverages business. The Company is also the largest vodka producer by value and volume in Poland and Russia and produces the Absolwent, Zubrowka, Bols, Parliament, Green Mark and Soplica brands, among others. In addition, it produces and distributes Royal Vodka, the number one selling vodka in Hungary. As well as sales and distribution of its own branded spirits, the Company is the leading distributor and the leading importer of spirits, wine and beer in Poland and a leading exclusive importer of wines and spirits in Poland, Russia and Hungary.

2. BASIS OF PRESENTATION

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Our Company consolidates all entities that we control by ownership of a majority voting interest. We also consolidate the Whitehall Group, in which the Company controls 49.9% of voting interest, and the Russian Alcohol Group, of which we do not have voting control. All inter-company accounts and transactions have been eliminated in the consolidated financial statements.

CEDC’s subsidiaries maintain their books of account and prepare their statutory financial statements in their respective local currencies. The subsidiaries’ financial statements have been adjusted to reflect accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our financial condition, results of operations and cash flows for the interim periods presented have been included. Operating results for the three and six month periods ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date except for presentation and disclosure requirements resulting from the adoption of revised accounting standards described in the paragraphs below, which require retrospective application, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The unaudited interim financial statements should be read with reference to the consolidated financial statements and footnotes thereto included in our annual report on Form 10-K for the year ended December 31, 2008.

Effective January 1, 2009, we adopted the following pronouncements which require us to retrospectively restate previously disclosed condensed consolidated financial statements. As such, certain prior period amounts have been reclassified in the unaudited condensed consolidated financial statements to conform to the current period presentation.

• We adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, which establishes and expands accounting and reporting standards for minority interests (which are recharacterized as noncontrolling interests) in a subsidiary and the deconsolidation of a subsidiary. We have also adopted the recent revisions to EITF Topic D-98, “Classification and Measurement of Redeemable Securities”, which became effective upon adoption of SFAS 160. As a result of our adoption of these standards, amounts previously reported as minority interests in other partnerships on our balance sheets are now presented as noncontrolling interests in other partnerships within equity. Minority interests in Whitehall Group continue to be included in the mezzanine section (between liabilities and equity) on the accompanying consolidated balance sheets because of the redemption feature of these units.

As a result of adoption of SFAS 160 and EITF Topic D-98, as at December 31, 2008, NCI related to our shareholding in Parliament and Polmos Bialystok amounting to $14.6 million would be reported as part of equity and the amount of $33.6 million related to Whitehall Group would be disclosed in the mezzanine section.

SFAS 160 applies prospectively, except for presentation and disclosure requirements, which are applied retrospectively.

The changes in redeemable noncontrolling interests for the six months ended June 30, 2009 are shown below:

Balance at December 31, 2008	$	33,642
Net (loss) for 2009		(358	)
Foreign currency translation adjustment		(2,165	)
JV Revaluation into RUR as a functional currency		(3,517	)
Purchase of shares from noncontrolling interests		(6,728	)
Balance at June 30, 2009	$	20,874

5

• We adopted Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 is effective for our $310.0 million aggregate principal amount of 3.00% Convertible Senior Notes (“CSN”) and requires retrospective application for all periods presented. The FSP requires the issuer of convertible debt instruments with cash settlement features to separately account for the liability ($290.3 million as of the date of the issuance of the CSNs) and equity components ($19.7 million as of the date of the issuance of the CSNs) of the instrument. The debt component was recognized at the present value of its cash flows discounted using a 4.5% discount rate, our borrowing rate at the date of the issuance of the CSNs for a similar debt instrument without the conversion feature. The equity component, recorded as additional paid-in capital, was $12.8 million, which represents the difference between the proceeds from the issuance of the Debentures and the fair value of the liability, net of deferred taxes of $6.9 million as of the date of the issuance of the CSNs.

FSP APB 14-1 also requires an accretion of the resultant debt discount over the expected life of the CSNs, which is March 7, 2008 to March 15, 2013. The condensed consolidated income statements were retroactively modified compared to previously reported amounts as follows (in thousands, except per share amounts):

	Six months ended June 30, 2008			Three months ended June 30, 2008
Additional pre-tax non-cash interest expense		1,447			1,190
Additional deferred tax benefit		507			417
Retroactive change in net income and retained earnings		(940	)		(773	)
Change to basic earnings per share	$	(0.02	)	$	(0.02	)
Change to diluted earnings per share	$	(0.02	)	$	(0.02	)

For the three and six months ended June 30, 2009, the additional pre-tax non-cash interest expense recognized in the condensed consolidated income statement was $1.0 million and $2.0 million respectively. Accumulated amortization related to the debt discount was $5.0 million and $3.1 million as of June 30, 2009 and December 31, 2008, respectively. The annual pre-tax increase in non-cash interest expense on our condensed consolidated statements of income to be recognized until 2013, the maturity date of the CSNs, is as follows (in thousands):

	Pre-tax increase in non-cash interest expense
2009	3,921
2010	4,098
2011	4,282
2012	4,285

3. ACQUISITIONS

Acquisitions made prior to December 31, 2008 were accounted for in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”). Effective January 1, 2009, all business combinations are accounted for in accordance with SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”).

On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. Pursuant to the terms of this amendment, the Company paid to the seller $5,876,351 in cash, and issued to the seller 2,100,000 shares of its common stock, in settlement of a minimum share price guarantee by the Company. The Company also made an additional cash payment of $2,000,000 on March 15, 2009. The first portion of deferred payments already due under the original Stock Purchase Agreement amounting to €8,050,411 was settled August 4, 2009 and the remaining portion of €8,303,630 is due on September 15, 2009. In consideration for these payments, the Company received an additional 375 Class B shares of Whitehall, which represents an increase in the Company’s economic stake from 75% to 80%.

6

Additionally, if, during the 210 day period immediately following the effectiveness of the registration statement the Company is obligated to file to register the shares of Company common stock obtained by the seller in this transaction, the seller sells any of the Company common stock it acquired in the transaction for an average sales price per share, weighted by volume, that is less than $12.03, per share, the Company must pay to the seller the excess, if any, of $12.03 over the volume weighted average sales price per share of the Company’s common stock on the day the sale took place, multiplied by the total number of shares sold. Finally, the Company may be obligated to make an additional cash payment to the seller, ranging from €0 to €1,500,000, based upon whether and to what extent the price of a share of the Company’s common stock exceeds $12.03 during that same 210 day period. If the Company must make any such payment, it will receive in return up to an additional 75 Class B shares, which represents up to an additional 1% economic stake of Whitehall, based on the size of the payment.

The Company has consolidated the Whitehall Group as a business combination as of May 23, 2008, on the basis that the Whitehall Group is a Variable Interest Entity and the Company has been assessed as being the primary beneficiary. Included within the Whitehall Group is a 50/50 joint venture with Möet Hennessy. This joint venture is accounted for using the equity method and is recorded on the face of the balance sheet in investments with minority interest initially recorded at fair value on the face of the balance sheet. The current term of the joint venture is until June 2013 at which point Möet Hennessy will have the option to acquire the remaining shares of the entity.

Under requirements of SFAS 160 a change in ownership interests that does not result in change of control is considered an equity transaction. The identifiable net assets remain unchanged and any difference between the amount by which the NCI is adjusted, and the fair value of the consideration paid is recognized directly in equity and attributed to the controlling interest. Thus we have recorded the 5% increase in ownership interests of Whitehall Group as transaction between equity and mezzanine equity. As a result of this transaction, NCI in Whitehall Group decreased by $6.7 million together with decrease in Additional Paid In Capital of $1.1 million, which was offset by cash outflow of $7.8 million.

On July 9, 2008, the Company completed an investment with Lion Capital LLP (“Lion Capital”) and certain of Lion’s affiliates (collectively with Lion Capital, “Lion”) and certain other investors, pursuant to which the Company, Lion and such other investors acquired all of the outstanding equity of the Russian Alcohol Group (“RAG”). In connection with that investment, the Company acquired an indirect equity stake in RAG of approximately 42%, and Lion acquired substantially all of the remainder of the equity of RAG. The agreements governing that investment gave the Company the right to acquire, and gave Lion the right to require the Company to acquire, Lion’s equity stake in RAG (the “Prior Agreement”).

On April 24, 2009, the Company entered into new agreements with Lion to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion (the “Acquisition”), including a Note Purchase and Share Subscription Agreement between the Company, Carey Agri International – Poland Sp. z o.o., a Polish limited liability company and subsidiary of the Company (“Carey Agri”), Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and the acquisition vehicle used for the original investment (“Cayman 2”), and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands and an affiliate of Lion (“Cayman 5,” and such agreement, the “Note Purchase Agreement”). As a result of this agreement, the Company has assessed RAG as a variable interest entity, with the Company being the primary beneficiary. Pursuant to this change, the Company has begun to consolidate RAG as of the second quarter of 2009 and recorded a non-controlling interest of 9.4% representing equity not held by the Company or Lion Capital.

Pursuant to the Note Purchase Agreement, on April 29, 2009, Carey Agri paid to Cayman 5 $13,500,000 in cash in exchange for certain indirect equity interests in RAG, sold to Cayman 2 the $110,639,000 subordinated exchangeable loan notes issued by an affiliate of Cayman 2 to Carey Agri in connection with the initial investment, and used the proceeds to acquire additional indirect equity of RAG. In addition, (1) the Company will issue to Cayman 5 $17,150,000 in common stock, par value $0.01, of the Company (“Common Stock”) on the first business day after a registration statement relating to that Common Stock is declared effective by the United States Securities and Exchange Commission as contemplated by the Registration Rights Agreement (as discussed below), and (2) Carey Agri will pay to Cayman 5 $4.25 million in cash on August 14, 2009 (which cash payment may be replaced in whole or in part by an issuance of $5,000,000 in Common Stock under certain circumstances). In exchange for this consideration, the Company will receive additional indirect equity interests in RAG. The Company has guaranteed all of the obligations of Carey Agri under the Note Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, if any issuance of Common Stock pursuant to the Note Purchase Agreement would cause Cayman 5 and its affiliates to own 5% or more of the outstanding Common Stock or voting power of the Company (the “Threshold”), then the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold. In addition, if any issuance of Common Stock pursuant to the Note Purchase Agreement would result in the Company having issued, in the aggregate in connection with the Acquisition, a number of shares of Common Stock in excess of 20% of the shares of Common Stock outstanding (the “20% Limit”), then the Company will issue that number of shares of Common Stock that will not breach the 20% Limit and, within 90 days thereafter, will deliver the remainder in cash, Common Stock, or a combination thereof, as the Company may elect. After consummating the transactions contemplated by the Note Purchase Agreement, the Company will hold approximately 54% of the equity interests in RAG.

7

On May 7, 2009, the Company entered into an Option Agreement (the “Option Agreement”) with Cayman 4, Cayman 5, Lion/Rally Cayman 6, a Cayman Islands company that will hold the restructured investment in RAG (“Cayman 6”), and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership, of which the Company and Cayman 2 are limited partners (“Cayman 7”). The Option Agreement will govern the Company’s acquisition of the remaining equity interests in RAG held by Lion over the following four years.

Pursuant to the Option Agreement, Cayman 4 and Cayman 5 granted to Cayman 7 a series of options entitling Cayman 7 to acquire, subject to the receipt of certain antitrust approvals, the remaining equity interests of RAG held by Lion through Cayman 4 and Cayman 5 (the “Cayman 7 Call Options”). In connection with the exercise of these options, Cayman 7 will receive certain equity interests in RAG, and will pay to Cayman 4 and Cayman 5 consideration as follows: (1) 1,000,000 shares of Common Stock issuable on or within 30 days after October 31, 2009, (2) 1,575,000 shares of Common Stock issuable on June 15, 2010 and $25,330,517 and €22,822,679 payable in cash on or within 30 days after June 30, 2010 (up to $15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (3) $69,083,229 and €62,243,670 payable in cash on or within 60 days after May 31, 2011 (up to $15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (4) 751,852 shares of Common Stock issuable, and $70,019,690 and €63,087,417 payable in cash, on or within 90 days after July 31, 2012, and (5) $69,083,229 and €62,243,670 payable in cash on or within 120 days after May 31, 2013 (subject to reduction by up to $10,000,000, and up to $20,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock, in each case based upon the date on which such Cayman 7 Call Option is exercised and consummated). The amounts of cash payable, and number of shares issuable, are subject to certain adjustments based on the price of one share of Common Stock, and reduction in the event of early payment by the Company, in each case over the course of the Acquisition. The Company also will be able to apply the value of any dividends from RAG, in respect of its and Lion’s equity stakes, to prepayment of the consideration. Upon the consummation of all of the transactions contemplated above, the Company will hold all of the equity interests in RAG previously held by Lion, and will hold substantially all of the equity interests in RAG.

As consideration for Cayman 4 and Cayman 5 granting to Cayman 7 the Cayman 7 Call Options, the Company will, within 30 days after the execution of the Option Agreement, grant to Cayman 4 and Cayman 5 warrants to acquire Common Stock as follows: (1) warrants to acquire, in the aggregate, 1,490,550 shares of Common Stock at an exercise price of $22.11, exercisable on May 31, 2011, (2) warrants to acquire, in the aggregate, 300,000 shares of Common Stock at an exercise prices of $26.00, exercisable on July 31, 2012, and (3) warrants to acquire, in the aggregate, 1,803,813 shares of Common Stock at an exercise prices of $26.00, exercisable on May 31, 2013 (all such warrants, the “Warrants”). Each of the Warrants may be settled, at the Company’s option, in cash or on a net shares basis.

As of the acquisition date, April 24, 2009, CEDC recorded at fair value all future payments due under the Option Agreement as a liability. The total present value of deferred consideration as of April 24, 2009 amounted to $447.2 million and was determined using a 14.5% discount rate. The present value of the liability is amortized over the period of time the liability is outstanding, until the last portion of the liability is settled in May 2013, with a recognition of a non cash interest expense every quarter in the statement of income. The discounted amortization charge for the period from April 24, 2009 to June 30, 2009 amounted to $11.2 million.

Starting from the second quarter of 2009, the Company is consolidating all profit and loss results for Cayman 2 except for the 9.4% share not held by the Company or Lion Capital. The Company accounts for the 9.4% of non-controlling interest being presented under the equity section in the consolidated balance sheet of CEDC.

In the event the Company does not exercise any of the Cayman 7 Call Options, Cayman 4 and Cayman 5 may require the Company to exercise and consummate all unexercised Cayman 7 Call Options. If the Company fails to exercise and consummate such Cayman 7 Call Option, Cayman 4 and Cayman 5 may require the Company, through Cayman 7, to sell to Cayman 4 and Cayman 5 all of the equity interests of RAG held by the Company. The Company has guaranteed all of the obligations of Cayman 7 under the Option Agreement, and granted Lion security rights over the equity of RAG against any default by, or change in control of, the Company.

Pursuant to the terms of the Option Agreement, if any issuance of Common Stock pursuant to the Option Agreement would cause Cayman 4, Cayman 5 and their affiliates to breach the Threshold, the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold.

Governance Agreement

On May 7th, 2009, the Company entered into a Governance and Shareholders Agreement with Cayman 4, Cayman 5, Cayman 6, Cayman 7, and Lion/Rally Cayman 8, a Cayman Islands company that will be the general partner of Cayman 7 and an affiliate of Lion (the “Governance Agreement”). The Governance Agreement will govern the management of investments in, and ongoing operation of, Cayman 6, and, as a result, the overall management and governance of RAG. The Governance Agreement establishes the Company’s and the other parties’ rights and obligations with respect to their equity investments in Cayman 6, as well as the rights and obligations of Cayman 6, and establishes principles for the management of Cayman 6.

8

Beginning from the execution of the Governance Agreement, the Company will receive significantly enhanced minority rights in the management of RAG, including approval of dividends, RAG’s business plan and material contracts. The Company will have the right to additional governance rights subject to the receipt of certain antitrust approvals. Once the Company has paid consideration in the aggregate of $230,000,000 to Lion, the Company and Lion will jointly govern RAG as a 50-50 joint venture. Once the Company has paid consideration in the aggregate of $380,000,000 to Lion, the Company will gain sole management control of RAG, and Lion will be granted certain minority rights. The Company has the right to accelerate this process by accelerating the payments it is required to make, with any accelerated payments being reduced by an 8% per annum discount factor.

The fair value of the net assets acquired in connection with the 2009 Russian Alcohol Group Acquisition as of the acquisition date is:

	Russian Alcohol Group
ASSETS
Cash and cash equivalents		154,276
Accounts receivable		147,196
Inventory		40,902
Deferred tax asset		31,184
Taxes		14
Other current assets		52,296
Equipment		105,238
Intangibles, including Trademarks		175,334
Investments		25
Total Assets	$	706,465
LIABILITIES
Trade payables		42,895
Short term borrowings		44,368
Deferred tax		42,556
Other short term liabilities		91,416
Long term borrowings		386,907
Long term accruals		50,000
Total Liabilities	$	658,142
Net identifiable assets and liabilities		48,323
Goodwill on acquisition		865,351
Consideration paid, satisfied in cash		13,500
Consideration paid, satisfied in Notes		110,639
Fair value of previously held interest		292,289
Deferred consideration		447,247
Non-controlling interest		50,000
Cash (acquired)	$	154,276
Net Cash Inflow	$	(140,776	)

The goodwill arising out of the Russian Alcohol Group acquisition is attributable to the expansion our sales and distribution platform in Russia that it provides to the Company as well as expected synergies to be utilized from consolidation of our Russian operations.

9

The Company has recorded a provision for contingent consideration that is provided for within the framework of transactions related to the acquisition of control over the Russian Alcohol Group. The fair value of this contingent consideration amounts to $50 million. This consideration is estimated to be settled by year end.

Resulting from the acquisition of the Russian Alcohol Group, the Company recognized a one-time gain on remeasurement of previously held equity interest in the six month period ended June 30, 2009. The fair value of this gain amounts to $225.6 million.

During the second quarter of 2009, the Russian Alcohol Group made payments related to pre-acquisition tax penalties amounting to $28.7 million. These costs are reimbursed by the sellers and has been netted off with loans from them.

The following table sets forth the unaudited pro forma results of operations of the Company for the three and six month periods ending June 30, 2009 and 2008. The unaudited pro forma results of operations give effect to the Company’s acquisitions as if they occurred on January 1, 2009 and 2008. The unaudited pro forma results of operations are presented after giving effect to certain adjustments for depreciation, amortization of deferred financing costs, interest expense on the acquisition financing, and related income tax effects. The unaudited pro forma results of operations are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma results of operations do not purport to present what the Company’s results of operations would actually have been if the aforementioned transactions had in fact occurred on such date or at the beginning of the period indicated, nor do they project the Company’s financial position or results of operations at any future date or for any future period.

	Three months ended June 30,				Six months ended June 30,
	2009		2008		2009		2008
Net sales	$	362,105	$	555,829	$	660,787	$	972,864
Net income	$	213,726	$	259,682	$	66,083	$	266,349
Net income per share data:
Basic earnings per share of common stock	$	4.34	$	6.11	$	1.36	$	6.40
Diluted earnings per share of common stock	$	4.00	$	5.99	$	1.25	$	6.28

4. EXCHANGEABLE CONVERTIBLE NOTES

On July 9, 2008, the Company closed a strategic investment in the Russian Alcohol Group (“RAG”) and in addition to the equity investment, CEDC purchased exchangeable notes from Lion/Rally Lux 3 (“Lux 3”), a Luxembourg company and indirect subsidiary of a Cayman Islands company (“Cayman 2”) that served as the investment vehicle.

The Notes rank pari passu with the other unsecured obligations of Lux 3 represent a direct and unsecured obligation of Lux 3 and are structurally subordinated to indebtedness of subsidiaries of Lux 3, including Pasalba Limited (“Pasalba”), a company incorporated under the laws of the Republic of Cyprus that made the investment. The Notes have a principal amount of $103.5 million and accrued interest at a rate of 8.3% per annum, which interest may, at Lux’s 3 option, be paid in kind with additional Notes.

On April 24, 2009 the Company sold to Cayman 2 the subordinated exchangeable loan notes plus accrued interest for a total of $110.6 million, and used the proceeds to purchase an additional 100 million shares of Cayman 2, which resulted in an increase of the Company’s indirect equity interest in RAG from 41.97% to 52.86%. For detail please refer to Note 20.

5. INTANGIBLE ASSETS OTHER THAN GOODWILL

The major components of intangible assets are:

	June 30, 2009			December 31, 2008
Non-amortizable intangible assets:
Trademarks	$	718,851		$	563,689
Impairment	$	(20,309	)		—
Total		698,542			563,689
Amortizable intangible assets:
Trademarks		5,199			5,568
Customer relationships		7,643			7,749
Less accumulated amortization		(7,631	)		(6,501	)
Total		5,211			6,816
Total intangible assets	$	703,753		$	570,505

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Management considers trademarks that are indefinite-lived assets to have high or market-leader brand recognition within their market segments based on the length of time they have existed, the comparatively high volumes sold and their general market positions relative to other products in their respective market segments. These trademarks include Soplica, Zubrowka, Absolwent, Royal, Parliament, Green Mark, Zhuravli and the rights for Bols Vodka in Poland, Hungary and Russia. Taking the above into consideration, as well as the evidence provided by analyses of vodka products life cycles, market studies, competitive and environmental trends, management believes that these brands will generate cash flows for an indefinite period of time, and that the useful lives of these brands are indefinite.

In accordance with SFAS 142, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment. However, we decided to test these trademarks for impairment in the second quarter of 2009 due to current market conditions and lower than expected sales volumes.

Based on our revised outlook, the fair value of some of trademarks, as determined using the estimated present value of future cash flows, did not support the recorded value due to impact global economic downturn on consumer spendings. Accordingly, our second quarter 2009 results include impairment charge of $ 20.3 million to write down the trademarks. We used the same assumptions and methodologies as described in Critical Accounting Policies and Estimates section of the Management’s Discussion and Analysis.

6. EQUITY METHOD INVESTMENTS IN AFFILIATES

We hold the following investments in unconsolidated affiliates:

		Carrying Value
	Type of affiliate	June 30, 2009		December 31, 2008
Moet Hennessy JV	Equity-Accounted Affiliate	$	60,094	$	77,918
Russian Alcohol Group	Fully Consolidated Affiliate *		—		111,325
	Total Carrying value	$	60,094	$	189,243

* As described in Note 3, from the second quarter of 2009, the Company began consolidating Russian Alcohol Group as a business combination. RAG was accounted for under the equity method in prior periods.

The Company has effective voting interest in Moet Hennessy JV of 25% and no voting control over Russian Alcohol Group.

On May 23, 2008, the Company and certain of its affiliates, entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests, in the Whitehall Group (the “Whitehall Acquisition”). The Whitehall Group is a leading importer of premium spirits and wines in Russia. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition, on October 21, 2008 the Company issued to the Seller 843,524 shares of its common stock, par value $0.01 per share.

On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. Pursuant to the terms of this amendment, the Company paid to the seller $5,876,351 in cash, and issued to the seller 2,100,000 shares of its common stock, in settlement of a minimum share price guarantee by the Company. The Company also made an additional cash payment of $2,000,000 on March 15, 2009. In consideration for these payments, the Company received an additional 375 Class B shares of Whitehall, which represents an increase in the Company’s economic stake from 75% to 80%. For further details please refer to Note 3.

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The summarized financial information of investments in Moet Hennessy Joint Venture consolidated under the equity method as of June 30, 2009 is shown in the table below. The results for the six months ended June 30, 2009 also include the results of the Russian Alcohol Group that were consolidated under the equity method until April 24, 2009.

	Total June 30, 2009
Current assets	33,508
Noncurrent assets	401
Current liabilities	9,100
Noncurrent liabilities	—
	Total Three months ended June 30, 2009	Total Six months ended June 30, 2009
Net sales	7,511	94,964
Gross profit	3,533	48,604
Income from continuing operations	1,340	(39,945	)
Net income	905	(42,739	)

7. COMPREHENSIVE INCOME/(LOSS)

Comprehensive income/(loss) is defined as all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income/(loss) includes net income adjusted by, among other items, foreign currency translation adjustments. The foreign translation losses/gains on the re-measurements from foreign currencies to U.S. dollars are classified separately as a component of accumulated other comprehensive income included in stockholders’ equity.

As of June 30, 2009, our functional currencies (Polish Zloty, Russian Ruble and Hungarian Forint) used to translate the balance sheet strengthened against the U.S. dollar as compared to the exchange rate as of December 31, 2008, and as a result a comprehensive gain was recognized. Additionally, translation gains and losses with respect to long-term subordinated inter-company loans with the parent company are charged to other comprehensive income. No deferred tax benefit has been recorded on the comprehensive income/(loss) in regard to the long-term inter-company transactions with the parent company, as the repayment of any equity investment is not anticipated in the foreseeable future.

8. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.

	Three months ended June 30,				Six months ended June 30,
	2009		2008		2009		2008
Basic:
Net income attributable to CEDC shareholders	$	213,726	$	46,034	$	126,065	$	64,399
Weighted average shares of common stock outstanding		49,213		42,503		48,568		41,612
Basic earnings per share	$	4.34	$	1.08	$	2.60	$	1.55
Diluted:
Net income attributable to CEDC shareholders	$	213,726	$	46,034	$	126,065	$	64,399
Weighted average shares of common stock outstanding		49,213		42,503		48,568		41,612
Net effect of dilutive employee stock options based on the treasury stock method		217		832		127		780
Net effect of dilutive shares to be issued to Lion		4,013		—		4,013		—
Totals		53,443		43,335		52,708		42,392
Diluted earnings per share	$	4.00	$	1.06	$	2.39	$	1.52

12

Employee stock options granted have been included in the above calculations of diluted earnings per share since the exercise price is less than the average market price of the common stock during the three and six months periods ended June 30, 2009 and 2008. In addition there is no adjustment to fully diluted shares related to the Convertible Senior Notes as the average market price was below the conversion price for the periods.

Four million shares of the Company’s common stock to be issued to Lion Capital in the future in connection with CEDC’s acquisition of Lion Capital’s remaining interest in RAG have been included in the above calculation of diluted earnings per share. These four million shares have not been issued yet.

9. BORROWINGS

Bank Facilities

On July 10, 2008, the Company entered into a Facility Agreement for a syndicated facility arranged by Goldman Sachs International, Bank Austria Creditanstalt AG, ING Bank N.V. London Branch and Raiffeisen Zentralbank Österreich AG, which provided for a term loan facility of $315 million. $35 million of the term loan matures on July 1, 2013, $195 million of the term loan matures on July 1, 2014 and the remaining $70 million matures on July 1, 2015. The term loan is guaranteed by Pasalba and Latchey Ltd., and certain other companies in the Russian Alcohol Group and is secured by all of the shares of capital stock of Russian Alcohol Group.

As of June 30, 2009, $32.3 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis. As of June 30, 2009, the Company had utilized approximately $75.7 million of a multipurpose credit line agreement in connection with the 2007 tender offer in Poland to purchase the remaining outstanding shares of Polmos Bialystok S.A. The Company’s obligations under the credit line agreement are guaranteed through promissory notes by certain subsidiaries of the Company and are secured by 33.95% of the share capital of Polmos Białystok S.A. The indebtedness under the credit line agreement matures on February 24, 2011.

On March 31, 2009, the Company received from BRE Bank S.A. a promissory letter for the prolongation of existing loan of $25.4 million setting out the repayment date for August 31, 2010. Based on the above, we classified this loan as a long term in the accompanying consolidated balance sheet.

On April 24, 2008, the Company signed a credit agreement with Bank Zachodni WBK SA in Poland to provide up to $50 million of financing to be used to finance a portion of the Parliament and Whitehall acquisition, as well as general working capital needs of the Company. The agreement provides for a $30 million five year amortizing term facility and a one year $20 million short term facility with annual renewal. In the second quarter of 2009 the portion of $30 million was converted into Polish Zlotys and the maturity was extended to May 2010. The loan is guaranteed by the Company, Bols Sp. z o.o, a wholly owned subsidiary of the Company (“Bols”) and certain other subsidiaries of the Company, and is secured by all of the capital stock of Bols and 60% of the capital stock of Copecresto.

On July 2, 2008, the Company entered into a Facility Agreement with Bank Handlowy w Warszawie S.A., which provided for a term loan facility of $40 million. The term loan matures on July 4, 2011 and is guaranteed by CEDC, Carey Agri and certain other subsidiaries of the Company and is secured by all of the shares of capital stock of Carey Agri and subsequently will be further secured by shares of capital stock in certain other subsidiaries of CEDC.

Senior Secured Notes

In connection with the Bols and Polmos Bialystok acquisitions, on July 25, 2005 the Company completed the issuance of € 325 million 8% Senior Secured Notes due 2012 (the “Notes”). Interest is due semi-annually on the 25th of January and July, and the Notes are guaranteed on a senior basis by certain of the Company’s subsidiaries. The Indenture governing our Notes contains certain restrictive covenants, including covenants limiting the Company’s ability to: make certain payments, including dividends or other distributions, with respect to the share capital of the parent or its subsidiaries; incur or guarantee additional indebtedness or issue preferred stock; make certain investments; prepay or redeem subordinated debt or equity; create certain liens or enter into sale and leaseback transactions; engage in certain transactions with affiliates; sell assets or consolidate or merge with or into other companies; issue or sell share capital of certain subsidiaries; and enter into other lines of business.

13

As of June 30, 2009 and December 31, 2008, the Company had accrued interest of $11.9 million and $12.0 million respectively related to the Senior Secured Notes, with the next coupon due for payment on July 25, 2009. As of June 30, 2009 and December 31, 2008 accrued interest related to Senior Secured Notes is presented together with the Senior Secured Notes balance. Total obligations under the Senior Secured Notes are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method and fair value adjustments from the application of hedge accounting as shown in the table below:

	June 30, 2009			December 31, 2008
Senior Secured Notes	$	357,981		$	357,934
Fair value bond mark to market		(301	)		(7,124	)
Unamortized portion of closed hedges		(2,151	)		(553	)
Unamortized issuance costs		(4,085	)		(5,223	)
Total	$	351,444		$	345,034

Convertible Senior Notes

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 (the “Convertible Notes”). Interest is due semi-annually on the 15th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principle amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principle amount of the notes to be converted and, at the election of the Company, cash and/or shares of common stock in respect to the remainder, if any, of the conversion obligation. The proceeds from the Convertible Notes were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

Effective January 1, 2009, we adopted FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 is effective for our $310 million Convertible Notes and requires retrospective application for all periods presented. The FSP requires the issuer of convertible debt instruments with cash settlement features to separately account for the liability and equity components of the instrument. FSP APB 14-1 also requires an accretion of the resultant debt discount over the expected life of the Convertible Notes. For additional information, see Note 2.- Basis of Presentation. On July 10, 2009, we filed a Current Report on Form 8-K to reflect the retrospective effect of this adjustment to our financial statements, management’s discussion and analysis and other disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 2, 2009, as subsequently amended.

As of December 31, 2008 accrued interest related to Convertible Senior Notes is presented in other accrued liabilities of $2.7 million. As of June 30, 2009 accrued interest is presented together with the Convertible Senior Notes balance of $2.7 million, with the next coupon due for payment on September 15, 2009. Total obligations under the Convertible Senior Notes are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method as shown in the table below:

	June 30, 2009			December 31, 2008
Convertible Senior Notes	$	312,709		$	310,000
Unamortized issuance costs		(4,202	)		(4,791	)
Debt discount related to Convertible Senior Notes		(14,636	)		(16,585	)
Total	$	293,871		$	288,624

14

Total borrowings as disclosed in the financial statements are:

	June 30, 2009		December 31, 2008
Short term bank loans and overdraft facilities for working capital	$	76,505	$	109,552
Total short term bank loans and utilized overdraft facilities		76,505		109,552
Long term bank loans for share tender		75,710		81,081
Long term obligations under Senior Secured Notes		351,444		345,034
Long term obligations under Convertible Senior Notes		293,871		288,624
Other total long term debt, less current maturities		364,213		89,429
Total debt	$	1,161,743	$	913,720
	June 30, 2009
Principal repayments for the following years
2009	$	34,449
2010		108,488
2011		100,247
2012		377,409
2013 and beyond		541,150
Total	$	1,161,743

10. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Elements of cost include materials, labor and overhead and are classified as follows:

	June 30, 2009		December 31, 2008
Raw materials and supplies	$	36,140	$	18,352
In-process inventories		3,803		1,698
Finished goods and goods for resale		160,184		160,254
Total	$	200,127	$	180,304

Because of the nature of the products supplied by the Company, great attention is paid to inventory rotation. Where goods are estimated to be obsolete or unmarketable they are written down to a value reflecting the net realizable value in their relevant condition.

Cost includes customs duty (where applicable), and all costs associated with bringing the inventory to a condition for sale. These costs include importation, handling, storage and transportation costs, and exclude rebates received from suppliers, which are reflected as reductions to closing inventory. Inventories are comprised primarily of beer, wine, spirits, packaging materials and non-alcoholic beverages.

15

11. INCOME TAXES

The Company operates in several tax jurisdictions primarily: the United States of America, Poland, Hungary and Russia. All subsidiaries file their own corporate tax returns as well as account for their own deferred tax assets and liabilities. The Company does not file a tax return in Delaware based upon its consolidated income, but does file a return in Delaware based on the income statement for transactions occurring in the United States of America.

The Company files income tax returns in the U.S., Poland, Hungary, Russia, as well as in various other countries throughout the world in which we conduct our business. The major tax jurisdictions and their earliest fiscal years that are currently open for tax examinations are 2004 in the U.S., 2003 in Poland and Hungary and 2006 in Russia.

12. STOCKHOLDERS EQUITY

On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. Pursuant to the terms of this amendment, the Company paid to the seller $7,876,351 in cash, issued to the seller 2,100,000 shares of its common stock, and will make certain future cash payments, in settlement of a minimum share price guarantee by the Company and as consideration for additional equity in Whitehall, as discussed in Note 3, above.

13. OPERATING SEGMENTS

The Company operates and manages its business based upon three primary segments: Poland, Russia and Hungary. Selected financial data split based upon this segmentation assuming elimination of intercompany revenues and profits is shown below:

	Segment Net Revenues
	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Segment
Poland	$	216,292		$	349,736		$	383,704		$	647,126
Russia		137,854			62,347			181,238			69,572
Hungary		7,959			9,219			15,055			18,224
Total Net Sales	$	362,105		$	421,302		$	579,997		$	734,922
	Operating Profit
	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Segment
Poland	$	225,588		$	29,516		$	240,491		$	53,665
Russia		22,072			14,292			28,331			15,949
Hungary		1,229			1,406			1,836			2,810
Corporate Overhead
General corporate overhead		(706	)		(1,459	)		(1,205	)		(2,435	)
Option Expense		(959	)		(912	)		(1,923	)		(1,678	)
Total Operating Profit	$	247,224		$	42,843		$	267,530		$	68,311

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	Identifiable Operating Assets
	June 30, 2009		December 31, 2008
Segment
Poland	$	1,255,297	$	1,625,471
Russia		2,282,835		814,400
Hungary		28,585		37,842
Corporate		7,639		5,973
Total Identifiable Assets	$	3,574,356	$	2,483,686

	Goodwill
	June 30, 2009		December 31, 2008
Segment
Poland	$	438,017	$	469,094
Russia		1,181,148		269,109
Hungary		6,586		7,053
Corporate		—		—
Total Goodwill	$	1,625,751	$	745,256

14. INTEREST INCOME / (EXPENSE)

For the three and six months ended June 30, 2009 and 2008 respectively, the following items are included in Interest income / (expense):

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Interest income	$	3,418		$	2,254		$	6,811		$	3,628
Interest expense		(25,815	)		(16,741	)		(40,948	)		(29,900	)
Total interest (expense), net	$	(22,397	)	$	(14,487	)	$	(34,137	)	$	(26,272	)

15. OTHER FINANCIAL INCOME / (EXPENSE)

For the three and six months ended June 30, 2009 and 2008, the following items are included in Other Financial Income / (Expense):

	Three months ended June 30,					Six months ended June 30,
		2009			2008		2009			2008
Foreign exchange impact related to foreign currency financing	$	70,812		$	31,043	$	(42,143	)	$	39,958
Foreign exchange impact related to long term Notes receivable		(8,124	)		—		9,276			—
Write-off of hedge associated with retired debt		—			—		—			(305	)
Write-off of financing costs associated with retired debt		—			—		—			(851	)
Other gains / (losses)		600			957		(65	)		2,301
Total other financial income / (expense), net	$	63,288		$	32,000	$	(32,932	)	$	41,103

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16. FINANCIAL INSTRUMENTS

Financial Instruments and Their Fair Values

Financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, bank loans, overdraft facilities and long-term debt. The monetary assets represented by these financial instruments are primarily located in Poland, Hungary and Russia. Consequently, they are subject to currency translation risk when reporting in U.S. Dollars.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

• Cash and cash equivalents – The carrying amount approximates fair value because of the short maturity of those instruments.

• Short term securities – This consists of FX options to protect against foreign exchange risk of payments related to term loans denominated in U.S. Dollars in years 2009 and 2010. At quarter end the change in fair value of options, based on the mark to market valuation, is recorded as a gain or loss in the consolidated statement of income.

• Equity method investment in affiliates – The fair value of investment in joint venture with Möet Hennessy based on a independent valuation prepared on acquisition.

• Bank loans, overdraft facilities and long-term debt – The fair value of the Corporation’s debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Corporation for debt of the same remaining maturities.

The estimated fair values of the Corporation’s financial instruments are as follows:

	June 30, 2009
	Carrying Amount		Fair Value
Cash and cash equivalents	$	225,953	$	225,953
Hedges included in Prepaid expenses and other current assets		3,096		3,096
Equity method investment in affiliates		60,094		60,094
Bank loans, overdraft facilities and long-term debt		1,161,743		1,161,743

Derivative financial instruments

The Company is exposed to market movements in foreign currency exchange rates that could affect the Company’s results of operations and financial condition. In accordance with SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, the Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value.

The fair values of the Company’s derivative instruments can change with fluctuations in interest rates and/or currency rates and are expected to offset changes in the values of the underlying exposures. The Company’s derivative instruments are held to hedge economic exposures. The Company follows internal policies to manage interest rate and foreign currency risks, including limitations on derivative market-making or other speculative activities.

To qualify for hedge accounting under SFAS No. 133, the details of the hedging relationship must be formally documented at the inception of the arrangement, including the risk management objective, hedging strategy, hedged item, specific risk that is being hedged, the derivative instrument, how effectiveness is being assessed and how ineffectiveness will be measured. The derivative must be highly effective in offsetting either changes in the fair value or cash flows, as appropriate, of the risk being hedged.

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Effectiveness is evaluated on a retrospective and prospective basis based on quantitative measures. When it is determined that a derivative is not, or has ceased to be, highly effective as a hedge, the Company discontinues hedge accounting prospectively. The Company discontinues hedge accounting prospectively when (1) the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item; (2) the derivative expires or is sold, terminated, or exercised; (3) it is no longer probable that the forecasted transaction will occur; or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate.

Fair value hedges are hedges that offset the risk of changes in the fair values of recorded assets, liabilities and firm commitments. The Company records changes in the fair value of derivative instruments which are designated and deemed effective as fair value hedges, in earnings offset by the corresponding changes in the fair value of the hedged items.

In September 2005, the Company entered into a coupon swap arrangement which exchanges a fixed Euro based coupon of 8%, with a variable Euro based coupon (IRS) based upon the 6 month Euribor rate plus a margin. The hedge is accounted for as a fair value hedge according to SFAS 133 and is tested for effectiveness on a quarterly basis using the long haul method. Under this method, as long as the hedge is deemed highly effective both the fair value of the hedge and the hedge item are marked to market with the net impact recorded as gain or loss in the income statement.

In January 2009, the remaining portion of the IRS hedge related to the Senior Secured Notes was closed and written off with a net cash settlement of approximately $1.9 million.

As at June 30, 2009 the Company’s subsidiary, Russian Alcohol Group was part of the following hedge transactions:

• U.S. Dollar to Russian Ruble foreign exchange rate hedge to protect against foreign exchange risk of payments related to term loans denominated in U.S. Dollars. The fair value as of the acquisition date equaled to total premium of $7.4 million and a fair value as of June 30, 2009 of $1.2 million.

• Interest rate hedge to fix cost related to the term loans denominated in U.S. Dollars with floating interest rate. Based on the mark to market valuation fair value as of June 30, 2009 is $1.9 million.

Both of these hedges are not qualified for hedging accounting with all changes in fair values at the end of each interim period being recorded as a gain or loss in the statement of income base on the mark to market valuation.

17. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted SFAS No. 157, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1	–	Quoted prices in active markets for identical assets or liabilities.
Level 2	–	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3	–	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company’s adoption of SFAS No. 157 did not have a material impact on our consolidated financial statements.

We evaluate the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology we apply. As at June 30, 2009, we have no material financial assets or liabilities carried at fair value using significant level 1 or level 3 inputs and the only instruments we value using level 2 inputs are listed below:

As at June 30, 2009 the Company’s subsidiary, the Russian Alcohol Group, was part of the following hedge transactions:

• U.S. Dollar to Russian Ruble foreign exchange rate hedge to protect against foreign exchange risk of payments related to term loans denominated in U.S. Dollars. The fair value as of the acquisition date equaled to total premium of $7.4 million and a fair value as of June 30, 2009 of $1.2 million.

• Interest rate hedge to fix cost related to the term loans denominated in U.S. Dollars with floating interest rate. Based on the mark to market valuation fair value as of June 30, 2009 is $1.9 million.

Both of these hedges are not qualified for hedging accounting with all changes in fair values at the end of each interim period being recorded as a gain or loss in the statement of income base on the mark to market valuation.

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Coupon Swap

In September 2005, the Company entered into a coupon swap arrangement which exchanges a fixed Euro based coupon of 8%, with a variable Euro based coupon (IRS) based upon the 6 month Euribor rate plus a margin. The hedge is accounted for as a fair value hedge according to SFAS 133 and is tested for effectiveness on a quarterly basis using the long haul method. Under this method, as long as the hedge is deemed highly effective both the fair value of the hedge and the hedged item are marked to market with the net impact recorded as gain or loss in the income statement.

In January 2009, the remaining portion of the IRS hedge related to the Senior Secured Notes was closed and written off with a net cash settlement of approximately $1.9 million.

18. STOCK OPTION PLANS AND WARRANTS

As of January 1, 2006, the Company adopted SFAS No. 123(R) “Share-Based Payment” requiring the recognition of compensation expense in the Condensed Consolidated Statements of Income related to the fair value of its employee share-based options. SFAS No. 123(R) revises SFAS No. 123 “Accounting for Stock- Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. SFAS No. 123(R) is supplemented by SEC Staff Accounting Bulletin (“SAB”) No. 107 “Share-Based Payment”. SAB No. 107 expresses the SEC staff’s views regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations including the valuation of share-based payments arrangements.

The Company recognizes the cost of all employee stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. The Company has selected the modified prospective method of transition; accordingly, prior periods have not been restated.

SFAS No. 123(R) “Share-Based Payment” requires the recognition of compensation expense in the Consolidated Statements of Income related to the fair value of employee share-based options. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is also required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share-based compensation expense could be materially impacted. Prior to adopting SFAS No. 123(R), the Company applied Accounting Principles Board (“APB”) Opinion No. 25, and related Interpretations, in accounting for its stock-based compensation plans. All employee stock options were granted at or above the grant date market price. Accordingly, no compensation cost was recognized for fixed stock option grants in prior periods.

The Company’s 2007 Stock Incentive Plan (“Incentive Plan”) provides for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units to directors, executives, and other employees (“employees”) of the Company and to non-employee service providers of the Company. Following a shareholder resolution in April 2003 and the stock splits of May 2003, May 2004 and June 2006, the Incentive Plan authorizes, and the Company has reserved for future issuance, up to 1,397,333 shares of Common Stock (subject to an anti-dilution adjustment in the event of a stock split, re-capitalization, or similar transaction). The Compensation Committee of the Board of Directors of the Company administers the Incentive Plan.

The option exercise price for stock options granted under the Incentive Plan may not be less than fair market value but in some cases may be in excess of the closing price of the Common Stock on the date of grant. The Company uses the stock option price based on the closing price of the Common Stock on the day before the date of grant if such price is not materially different than the opening price of the Common Stock on the day of the grant. Stock options may be exercised up to 10 years after the date of grant except as otherwise provided in the particular stock option agreement. Payment for the shares must be in cash, which must be received by the Company prior to any shares being issued. Stock options granted to directors and officers as part of an employee employment contract vest after 2 years. Stock options granted to general employees as part of a loyalty program vest after three years. The Incentive Plan was approved by CEDC shareholders during the annual shareholders meeting on April 30, 2007 to replace the Company’s 1997 Stock Incentive Plan (the “Old Stock Incentive Plan”), which expired in November 2007. The Stock Incentive Plan will expire in November 2017. The terms and conditions of the Stock Incentive Plan are substantially similar to those of the Old Stock Incentive Plan.

Before January 1, 2006 CEDC, the holding company, realized net operating losses and therefore an excess tax benefit (windfall) resulting from the exercise of the awards and a related credit to Additional Paid-in Capital (APIC) of $2.2 million was not recorded in the Company’s books. The excess tax benefits and the credit to APIC for the windfall should not be recorded until the deduction reduces income taxes payable on the basis that cash tax savings have not occurred. The Company will recognize the windfall upon realization.

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A summary of the Company’s stock option and restricted stock units activity, and related information for the six months ended June 30, 2009 is as follows:

Total Options	Number of Options		Weighted- Average Exercise Price
Outstanding at January 1, 2009	1,350,252		$	28.16
Granted	132,125		$	19.79
Exercised	—		$	—
Forfeited	—		$	—
Outstanding at March 31, 2009	1,482,377		$	27.86
Exercisable at March 31, 2009	1,038,225		$	22.22
Outstanding at March 31, 2009	1,482,377		$	27.86
Granted	68,500		$	20.24
Exercised	(20,250	)	$	13.65
Forfeited	(9,500	)	$	60.92
Outstanding at June 30, 2009	1,521,127		$	27.50
Exercisable at June 30, 2009	1,089,550		$	22.87

Nonvested restricted stock units	Number of Restricted Stock Units		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2009	68,555		$	51.42
Granted	13,341		$	19.58
Vested	—		$	—
Forfeited	(458	)	$	74.15
Nonvested at March 31, 2009	81,438		$	46.08
Nonvested at March 31, 2009	81,438		$	46.08
Granted	1,743		$	19.69
Vested	(2,740	)	$	34.51
Forfeited	(3,229	)	$	46.71
Nonvested at June 30, 2009	77,212		$	45.87

During 2009, the range of exercise prices for outstanding options was $1.13 to $60.92. During 2009, the weighted average remaining contractual life of options outstanding was 5.7 years. Exercise prices for options exercisable as of June 30, 2009 ranged from $1.13 to $60.92. The Company has also granted 1,743 restricted stock units to its employees at an average price of $19.69.

The Company has issued stock options to employees under stock based compensation plans. Stock options are issued at the current market price, subject to a vesting period, which varies from one to three years. As of June 30, 2009, the Company has not changed the terms of any outstanding awards.

During the six months ended June 30, 2009, the Company recognized compensation cost of $1.92 million and a related deferred tax asset of $0.34 million.

As of June 30, 2009, there was $4.6 million of total unrecognized compensation cost related to non-vested stock options and restricted stock units granted under the Plan. The costs are expected to be recognized over a weighted average period of 33 months through 2009-2012.

For the six month period ended June 30, 2009, the compensation expense related to all options was calculated based on the fair value of each option grant using the binomial distribution model. The Company has never paid cash dividends and does not currently have plans to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on average of implied and historical volatility projected over the remaining term of the options. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the

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expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rates is based primarily upon historical experience of employee turnover. As individual grant awards become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. The following weighted-average assumptions were used in the calculation of fair value:

	2009			2008
Fair Value	$	8.07		$	18.16
Dividend Yield		0	%		0	%
Expected Volatility		47.3 - 80.4%	%		34.1% - 38.5	%
Weighted Average Volatility		57.6	%		37.5	%
Risk Free Interest Rate		0.4	%		1.5% - 3.2	%
Expected Life of Options from Grant		3.2			3.2

19. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in litigation from time to time and has claims against it in connection with matters arising in the ordinary course of business. In the opinion of management, the outcome of these proceedings will not have a material adverse effect on the Company’s operations.

As part of the Share Purchase Agreement related to the October 2005 Polmos Bialystok Acquisition, the Company is required to ensure that Polmos Bialystok will make investments of at least 77.5 million Polish Zloty during the five years after the acquisition was consummated. As of June 30, 2009, the Company had invested 66.6 million Polish Zloty (approximately $21.0 million) in Polmos Bialystok.

Pursuant to the shareholders’ agreement governing the Company’s investment in Copecresto Enterprises Limited, the Company has the right to purchase all (but not less than all) of the shares of Copecresto capital stock held by the other shareholder. The other shareholder has the right to require the Company to purchase any or all of the shares of Copecresto capital stock held by such other shareholder; provided, that such other shareholder may not exercise this right other than in respect of all of the shares of Copecresto capital stock it holds if the amount of Copecresto capital stock subject to such exercise is less than 1% of the total outstanding capital stock of Copecresto.

The Company’s right may be exercised beginning on March 13, 2015 and will terminate on the earliest to occur of (1) the delivery of a notice of default under the shareholders’ agreement, (2) the delivery of a notice of the other shareholder’s exercise of its right in respect of all of the Copecresto capital stock held by such shareholder and (3) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder’s right may be exercised beginning on March 13, 2011 and will terminate on the earliest to occur of (A) the delivery of a notice of default under the shareholders’ agreement, (B) the Company’s exercise of its right and (C) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder also may exercise its right one or more times within the three months following any change in control of the Company or of Bols Sp. z o.o., a subsidiary of the Company. The Company is currently in the process of negotiating with the sellers an early exercise of this option, with an expected value of $65 million for the remaining 15% of minority shareholding. We can provide no assurances as to whether or on what terms an agreement may be reached.

The aggregate price that the Company would be required to pay in the event either of these rights is exercised will be equal to the product of (x) a fraction, the numerator of which is the total number of shares of capital stock of Copecresto covered by the exercise of the right, and the denominator of which is the total number of shares of capital stock of Copecresto then outstanding, multiplied by (y) the EBITDA of Copecresto from the year immediately preceding the year in which the right is exercised, multiplied by (z) 12, if the right is exercised in 2010 or before, 11, if the right is exercised in 2011, or 10, if the right is exercised in 2012 or later; provided, that in no event will the product of (y) and (z), above, be less than $300,000,000.

On May 23, 2008, the Company and certain of its affiliates, entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests, in the Whitehall Group (the “Whitehall Acquisition”). The Whitehall Group is a leading importer of premium spirits and wines in Russia. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition, on October 21, 2008 the Company issued to the Seller 843,524 shares of its common stock, par value $0.01 per share.

On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. Pursuant to the terms of this amendment, the Company has paid to the seller $7,876,351 in cash, and issued to the seller 2,100,000 shares of its common stock, in settlement of a minimum share price guarantee by the Company.

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The first portion of deferred payments already due under the original Stock Purchase Agreement amounting to €8,050,411 was settled on August 4, 2009 and the remaining portion of €8,303,630 is due on September 15, 2009. In consideration for these payments, the Company received an additional 375 Class B shares of Whitehall, which represents an increase in the Company’s economic stake from 75% to 80%. Additionally, if, during the 210 day period immediately following the effectiveness of the registration statement the Company is obligated to file to register the shares of Company common stock obtained by the seller in this transaction, the seller sells any of the Company common stock it acquired in the transaction for an average sales price per share, weighted by volume, that is less than $12.03, per share, the Company must pay to the seller the excess, if any, of $12.03 over the volume weighted average sales price per share of the Company’s common stock on the day the sale took place, multiplied by the total number of shares sold. Finally, the Company may be obligated to make an additional cash payment to the seller, ranging from €0 to €1,500,000, based upon whether and to what extent the price of a share of the Company’s common stock exceeds $12.03 during that same 210 day period. If the Company must make any such payment, it will receive in return up to an additional 75 Class B shares, which represents up to an additional 1% economic stake of Whitehall, based on the size of the payment.

As part of the Whitehall Acquisition, the Company entered into a shareholders’ agreement with the other shareholder pursuant to which the Company has the right to purchase, and the other shareholder has the right to require the Company to purchase, all (but not less than all) of the shares of Whitehall capital stock held by such shareholder. Either of these rights may be exercised at any time, subject, in certain circumstances, to the consent of third parties. The aggregate price that the Company would be required to pay in the event either of these rights is exercised will fall within a range, determined based on Whitehall’s EBIT as well as the EBIT of certain related businesses, during two separate periods: (1) the period from January 1, 2008 through the end of the year in which the right is exercised, and (2) the two full financial years immediately preceding the end of the year in which the right is exercised, plus, in each case, the time-adjusted value of any dividends paid by Whitehall. Subject to certain limited exceptions, the exercise price will be (A) no less than the future value as of the date of exercise of $32.0 million, and (B) no more than the future value as of the date of exercise of $89.0 million, plus, in each case, the time-adjusted value of any dividends paid by Whitehall.

20. DEFERRED CONSIDERATION

On July 9, 2008, the Company completed an investment with Lion Capital LLP (“Lion Capital”) and certain of Lion’s affiliates (collectively with Lion Capital, “Lion”) and certain other investors, pursuant to which the Company, Lion and such other investors acquired all of the outstanding equity of the Russian Alcohol Group (“RAG”). In connection with that investment, the Company acquired an indirect equity stake in RAG of approximately 42%, and Lion acquired substantially all of the remainder of the equity of RAG. The agreements governing that investment gave the Company the right to acquire, and gave Lion the right to require the Company to acquire, Lion’s equity stake in RAG (the “Prior Agreement”).

On April 24, 2009, the Company entered into new agreements with Lion to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion (the “Acquisition”), including a Note Purchase and Share Subscription Agreement between the Company, Carey Agri International – Poland Sp. z o.o., a Polish limited liability company and subsidiary of the Company (“Carey Agri”), Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and the acquisition vehicle used for the original investment (“Cayman 2”), and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands and an affiliate of Lion (“Cayman 5,” and such agreement, the “Note Purchase Agreement”). As a result of this agreement, the Company has assessed RAG as a variable interest entity, with the Company being the primary beneficiary. Pursuant to this change, the Company has begun to consolidate RAG as of the second quarter of 2009 and recorded a non-controlling interest of 9.4% representing equity not held by the Company or Lion Capital.

Pursuant to the Note Purchase Agreement, on April 29, 2009, Carey Agri paid to Cayman 5 $13,500,000 in cash in exchange for certain indirect equity interests in RAG, sold to Cayman 2 the $110,639,000 subordinated exchangeable loan notes issued by an affiliate of Cayman 2 to Carey Agri in connection with the initial investment, and used the proceeds to acquire additional indirect equity of RAG. In addition, (1) the Company will issue to Cayman 5 $17,150,000 in common stock, par value $0.01, of the Company (“Common Stock”) on the first business day after a registration statement relating to that Common Stock is declared effective by the United States Securities and Exchange Commission as contemplated by the Registration Rights Agreement (as discussed below), and (2) Carey Agri will pay to Cayman 5 $4.25 million in cash on August 14, 2009 (which cash payment may be replaced in whole or in part by an issuance of $5,000,000 in Common Stock under certain circumstances). In exchange for this consideration, the Company will receive additional indirect equity interests in RAG. The Company has guaranteed all of the obligations of Carey Agri under the Note Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, if any issuance of Common Stock pursuant to the Note Purchase Agreement would cause Cayman 5 and its affiliates to own 5% or more of the outstanding Common Stock or voting power of the Company (the “Threshold”), then the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold. In addition, if any issuance of Common Stock pursuant to the Note Purchase Agreement would result in the Company having issued, in the aggregate in connection with the Acquisition, a number of shares of Common Stock in excess of 20% of the shares of Common Stock outstanding (the “20% Limit”), then the Company will issue that number of shares of Common Stock that will not breach

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the 20% Limit and, within 90 days thereafter, will deliver the remainder in cash, Common Stock, or a combination thereof, as the Company may elect. After consummating the transactions contemplated by the Note Purchase Agreement, but excluding Cayman 7’s acquisition of additional indirect equity interests described below, the Company will hold approximately 54% of the equity interests in RAG.

On August 3, 2009, Lion/Rally Cayman 7, a limited partnership organized in the Cayman Islands (“Cayman 7”), acquired additional indirect equity interests in RAG as a result of the acquisition by Lion/Rally Cayman 6, a Cayman Islands company (“Cayman 6”) of equity interests in RAG from certain minority investors (the “Selling Minority Investors”). The Company indirectly acquired such equity through a subscription for additional limited partnership interests in Cayman 7, of which it holds 100% of the economic interests and the general partner of which is an affiliate of Lion. Cayman 7 made a further investment in Cayman 6, as a result of which Cayman 6 acquired the equity interests in RAG from the Selling Minority Investors in exchange for $30,000,000, funded by the Company. After giving effect to this acquisition of minority interests and the transactions contemplated by the Note Purchase Agreement, the Company will hold approximately 58% of the equity interests in RAG.

On May 7, 2009, the Company entered into an Option Agreement (the “Option Agreement”) with Cayman 4, Cayman 5, Cayman 6, and Cayman 7. The Option Agreement will govern the Company’s acquisition of the remaining equity interests in RAG held by Lion over the following four years.

Pursuant to the Option Agreement, Cayman 4 and Cayman 5 granted to Cayman 7 a series of options entitling Cayman 7 to acquire, subject to the receipt of certain antitrust approvals, the remaining equity interests of RAG held by Lion through Cayman 4 and Cayman 5 (the “Cayman 7 Call Options”). In connection with the exercise of these options, Cayman 7 will receive certain equity interests in RAG, and will pay to Cayman 4 and Cayman 5 consideration as follows: (1) 1,000,000 shares of Common Stock issuable on or within 30 days after October 31, 2009, (2) 1,575,000 shares of Common Stock issuable on June 15, 2010 and $25,330,517 and €22,822,679 payable in cash on or within 30 days after June 30, 2010 (up to $15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (3) $69,083,229 and €62,243,670 payable in cash on or within 60 days after May 31, 2011 (up to $15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (4) 751,852 shares of Common Stock issuable, and $70,019,690 and €63,087,417 payable in cash, on or within 90 days after July 31, 2012, and (5) $69,083,229 and €62,243,670 payable in cash on or within 120 days after May 31, 2013 (subject to reduction by up to $10,000,000, and up to $20,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock, in each case based upon the date on which such Cayman 7 Call Option is exercised and consummated). The amounts of cash payable, and number of shares issuable, are subject to certain adjustments based on the price of one share of Common Stock, and reduction in the event of early payment by the Company, in each case over the course of the Acquisition. The Company also will be able to apply the value of any dividends from RAG, in respect of its and Lion’s equity stakes, to prepayment of the consideration. Upon the consummation of all of the transactions contemplated above, the Company will hold all of the equity interests in RAG previously held by Lion, and will hold substantially all of the equity interests in RAG.

As consideration for Cayman 4 and Cayman 5 granting to Cayman 7 the Cayman 7 Call Options, the Company will, within 30 days after the execution of the Option Agreement, grant to Cayman 4 and Cayman 5 warrants to acquire Common Stock as follows: (1) warrants to acquire, in the aggregate, 1,490,550 shares of Common Stock at an exercise price of $22.11, exercisable on May 31, 2011, (2) warrants to acquire, in the aggregate, 300,000 shares of Common Stock at an exercise prices of $26.00, exercisable on July 31, 2012, and (3) warrants to acquire, in the aggregate, 1,803,813 shares of Common Stock at an exercise prices of $26.00, exercisable on May 31, 2013 (all such warrants, the “Warrants”). Each of the Warrants may be settled, at the Company’s option, in cash or on a net shares basis.

As of the acquisition date, April 24, 2009, the Company treated the acquisition of the RAG equity interests held by Lion as if this acquisition had happened on April 24, 2009. As of this date CEDC recorded at fair value all future payments due under the Option Agreement as a liability. The total present value of deferred consideration as of April 24, 2009 amounted to $447.2 million and was determined using a 14.5% discount rate. The present value of the liability is amortized over the period of time the liability is outstanding, until the last portion of the liability is settled in May 2013, with recognition of a non cash interest expense every quarter in the statement of income. The discounted amortization charge for the period from April 24, 2009 to June 30, 2009 amounted to $11.2 million.

Starting from the second quarter of 2009, the Company is consolidating all profit and loss results for Cayman 2 except for the 9.4% share not held by the Company or Lion Capital. The Company accounts for the 9.4% of non-controlling interest being presented under the equity section in the consolidated balance sheet of CEDC.

In the event the Company does not exercise any of the Cayman 7 Call Options, Cayman 4 and Cayman 5 may require the Company to exercise and consummate all unexercised Cayman 7 Call Options. If the Company fails to exercise and consummate such Cayman 7 Call Option, Cayman 4 and Cayman 5 may require the Company, through Cayman 7, to sell to Cayman 4 and Cayman 5 all of the equity interests of RAG held by the Company. The Company has guaranteed all of the obligations of Cayman 7 under the Option Agreement, and granted Lion security rights over the equity of RAG against any default by, or change in control of, the Company.

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Pursuant to the terms of the Option Agreement, if any issuance of Common Stock pursuant to the Option Agreement would cause Cayman 4, Cayman 5 and their affiliates to breach the Threshold, the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold.

The Company expects that it would finance all or a portion of its obligations under the agreements described above through additional sources of debt or equity funding. We cannot provide assurances as to whether or on what terms such funding would be available.

21. RELATED PARTY TRANSACTION

In January of 2005, the Company entered into a rental agreement for a facility located in northern Poland, which is 33% owned by the Company’s Chief Operating Officer. The monthly rent to be paid by the Company for this location is approximately $16,300 per month and relates to facilities to be shared by two subsidiaries of the Company.

During the six months of 2009, the Company made sales and purchases transactions with ZAO Urhozay an entity partially owned by a CEDC Board Member, Sergey Kupriyanov. Urozhay is acting as a toll filler for the Company. All sales related mainly to raw materials for production and were made on normal commercial terms. Total sales for the six months ended June 30, 2009 were approximately $9.2 million. Purchases of finished goods from ZAO Urozhay were approximately $28.9 million.

During the six months of 2009, the Company made sales to a restaurant which is partially owned by the Chief Executive Officer of the Company. All sales were made on normal commercial terms, and total sales for the six months ended June 30, 2009 and 2008 were approximately $51,000 and $38,000.

One of the Company’s subsidiaries has a loan denominated in Euro from Herodius Holdings Limited, a company owned by a co-owner of Whitehall Group. The loan balance including accrued interest as at June 30, 2009 is $11.4 million. The loan accrues interest at normal market rates.

22. SUBSEQUENT EVENTS

On July 20, 2009, the Company, in connection with the offer and sale (the “Offering”) of 8,350,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of which 6,850,000 shares of Common Stock were issued and sold by the Company and 1,500,000 shares of Common Stock were sold by Mark Kaoufman (the “Selling Stockholder”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with the Selling Stockholder and Jefferies & Company, Inc. and UniCredit CAIB Securities UK Ltd., as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and customary closing conditions, indemnification rights, obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 25-day over-allotment option to purchase up to an additional 835,000 shares of Common Stock from the Company at the same price in a public offering pursuant to a Registration Statement on Form S-3 and a related prospectus filed with the Securities and Exchange Commission. On July 22, 2009, the Underwriters notified the Company that they had exercised the over-allotment option in full. The Company consummated the Offering on July 24, 2009 and received net proceeds from the Offering, including the over-allotment shares, of $179.6 million, after deducting underwriting discounts and offering expenses payable by the Company.

On July 29, 2009, the Company entered into an agreement with Lion, pursuant to which Lion/Rally Cayman 7, a limited partnership organized in the Cayman Islands (“Cayman 7”), acquired additional indirect equity interests in RAG as a result of the acquisition by Lion/Rally Cayman 6, a Cayman Islands company (“Cayman 6”) of equity interests in RAG from certain of the Minority Investors (the “Selling Minority Investors” and such acquisitions, collectively, the “Acquisition”). The Company has acquired such equity through a subscription for additional limited partnership interests in Cayman 7, of which it holds 100% of the economic interests and the general partner of which is an affiliate of Lion, pursuant to a Commitment Letter (the “Commitment Letter”), dated July 29, 2009, between the Company, Cayman 6 and Cayman 7. Cayman 7 made a further investment in Cayman 6, as a result of which Cayman 6 acquired the equity interests in RAG from the Selling Minority Investors pursuant to a Sale and Purchase Agreement (the “Sale and Purchase Agreement”), dated July 29, 2009, between Cayman 6, Euro Energy Overseas Ltd., a British Virgin Islands company, Altek Consulting Inc., a British Virgin Islands company, Genora Consulting Inc., a Republic of Seychelles company, Lidstel Ltd., a British Virgin Islands company, Pasalba Limited, a company incorporated under the laws of Cyprus and Lion/Rally Lux 1, a company incorporated in Luxembourg.

On August 3, 2009, the parties to the Commitment Letter and the Sale and Purchase Agreement consummated the Acquisition in exchange for $30,000,000 in cash, funded by the Company, resulting in the acquisition of a 6% stake in RAG held by the selling minority investors.

The Company has performed an evaluation of subsequent events through August 10, 2009, which is the date the financial statements were issued.

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23. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162” (the “Codification”). The Codification will become the single source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. The Codification will supersede then-existing accounting and reporting standards such as FASB Statements, FASB Staff Positions (“FSP”) and Emerging Issue Task Force Abstracts. The Codification is effective for financial statements issued for interim and annual periods ended after September 15, 2009. In future filings, the Codification will impact only our financial statement reference disclosures, and does not change application of GAAP.

On June 12, 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 is a revision to FIN 46(R) and changes how a company determines whether an entity should be consolidated when such entity is insufficiently capitalized or is not controlled by the company through voting (or similar rights). The determination of whether a company is required to consolidate an entity is based on, among other things, the entity’s purpose and design and the company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 retains the scope of FIN 46(R) but added entities previously considered qualifying special purpose entities, or QSPEs, since the concept of these entities is eliminated in SFAS 166. SFAS 167 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the adoption of SFAS 167 to have a significant effect on its consolidated financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“FAS 165”). FAS 165 sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FAS 165 is effective for our second quarter of 2009 and has not had a material impact on our Consolidated Financial Statements. In that regard, we have performed an evaluation of subsequent events through August 10, 2009, which is the date the financial statements were issued.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009. The adoption of FSP FAS 115-2 and FAS 124-2 did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” This staff position requires disclosures about the fair value of financial instruments whenever a public company issues financial information for interim reporting periods. This staff position is effective for interim reporting periods ending after June 15, 2009. We adopted this staff position upon its issuance, and it had no material impact on the Company’s consolidated financial statements.

In December 2008, the FASB issued FSP SFAS No. 132R-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP SFAS 132R-1”) which significantly expands the disclosures required by employers for postretirement plan assets. The FSP requires plan sponsors to provide extensive new disclosures about assets in defined benefit postretirement benefit plans as well as any concentrations of associated risks. In addition, the FSP requires new disclosures similar to those in SFAS No. 157, “Fair Value Measurements”, in terms of the three-level fair value hierarchy. The disclosure requirements are annual and do not apply to interim financial statements and are required by us in disclosures related to the year ended December 31, 2009. We do expect the adoption of FSP SFAS 132R-1 to result in additional annual financial reporting disclosures and we are continuing to assess the potential effects of this pronouncement.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto appearing elsewhere in this report.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information.

This report contains forward-looking statements, which provide our current expectations or forecasts of future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include, without limitation:

• information concerning possible or assumed future results of operations, trends in financial results and business plans, including those relating to earnings growth and revenue growth, liquidity, prospects, strategies and the industry in which the Company and its subsidiaries operate;

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• statements about the level of our costs and operating expenses relative to the Company revenues, and about the expected composition of the Company’s revenues;

• statements about consummation, financing, results and integration of the Company’s acquisitions, including future acquisitions the Company may make;

• information about the impact of Polish regulations on the Company business;

• statements about local and global credit markets, currency exchange rates and economic conditions;

• other statements about the Company’s plans, objectives, expectations and intentions; and

• other statements that are not historical facts.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, the development of the industry in which we operate, and the effects of acquisitions on us may differ materially from those anticipated in or suggested by the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

We urge you to read and carefully consider the items of the other reports that we have filed with or furnished to the SEC for a more complete discussion of the factors and risks that could affect us and our future performance and the industry in which we operate, including the risk factors described in the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2009. In light of these risks, uncertainties and assumptions, the forward-looking events described in this report may not occur as described, or at all.

You should not unduly rely on these forward-looking statements, because they reflect our judgment only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect on the occurrence of unanticipated events. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this report.

The following discussion and analysis provides information which management believes is relevant to the reader’s assessment and understanding of the Company’s results of operations and financial condition and should be read in conjunction with the Consolidated Financial Statements and the notes thereto found elsewhere in this report.

Overview

We are the largest vodka producer by value and volume in Poland, and one of the largest producers of vodka in the world with our primary operations in Poland, Hungary and Russia. In Poland, we produce the Absolwent, Zubrówka, Bols and Soplica brands, among others. In Russia, we produce and sell one of the leading vodkas in the premium segment, Parliament Vodka. Through our investment in the Russian Alcohol Group, referred to as RAG, we also produce and sell the number one selling vodka in Russia, Green Mark, a mainstream brand. In addition, we produce and distribute Royal Vodka, the number one selling vodka in Hungary. We also currently export our products to many markets around the world.

In 2008, the companies in our group produced and sold approximately 30.1 million nine-liter cases of vodka in the four main vodka segments: top—premium, premium, mainstream and economy (with over 85% of our sales in the mainstream and premium segments).

Starting at the end of 2008 and continuing into 2009, we have continued our actions focused on cost control and working capital management, including re-evaluating our capital expenditure plans, continuing to consolidate distribution branches in Poland and reducing headcount both in Poland and Russia. In addition in Russia and Poland, spirit pricing has remained low from year end to March 2009, and labor costs continue to come down as well as other key cost components including but not limited to petrol costs and materials for packaging.

Significant factors affecting our consolidated results of operations

Effect of Acquisitions of Production Subsidiaries

During 2009, we have continued our acquisition strategy outside of Poland and Hungary with our investments into the production and importation of alcoholic beverages in Russia. Specifically, the Company agreed to amend the terms of the Stock Purchase Agreement governing its acquisition of equity interests in Whitehall to satisfy the Company’s obligation to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. In addition, the Company and Lion Capital LLP have entered into a new agreement to govern the Company’s acquisition of all of the equity interests in the Russian Alcohol Group held by Lion, which has resulted in the consolidation of the Russian Alcohol Group commencing in the second quarter of 2009.

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The Whitehall Acquisition

On May 23, 2008, the Company and certain of its affiliates entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests in the Whitehall Group. The Whitehall Group is a leading importer of premium spirits and wines in Russia. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition, on October 21, 2008 the Company issued 843,524 shares of its common stock to the seller. On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement, as described under “The Company’s Future Liquidity and Capital Resources,” below.

The Company has consolidated the Whitehall Group as a business combination as of May 23, 2008, on the basis that the Whitehall Group is a Variable Interest Entity and the Company has been assessed as being the primary beneficiary. Included within the Whitehall Group is a 50/50 joint venture with Möet Hennessy. This joint venture is accounted for using the equity method and is recorded on the face of the balance sheet in investments with minority interest initially recorded at fair value on the face of the balance sheet. The current term of the joint venture is until June 2013 at which point the Möet Hennessy will have the option to acquire the remaining shares of the entity.

The Investment in the Russian Alcohol Group

On July 9, 2008, the Company completed an investment with Lion Capital LLP and certain of Lion’s affiliates and certain other investors, pursuant to which the Company, Lion and such other investors acquired all of the outstanding equity of the Russian Alcohol Group (“RAG”). In connection with that investment, the Company acquired an indirect equity stake in RAG of approximately 42%, and Lion acquired substantially all of the remainder of the equity of RAG. The agreements governing that investment gave the Company the right to acquire, and gave Lion the right to require the Company to acquire, Lion’s equity stake in RAG (the “Prior Agreement”). On April 24, 2009, the Company entered into new agreements with Lion to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion, as described under “The Company’s Future Liquidity and Capital Resources,” below.

As a result of these agreements, the Company has assessed RAG as a variable interest entity, with the Company being the primary beneficiary. Pursuant to this change, the Company has begun to consolidate RAG as of the second quarter of 2009 and recorded a non-controlling interest of 9.4% representing equity not held by the Company or Lion Capital. From the accounting perspective the Company treated the acquisition of the RAG equity interests held by Lion as if this acquisition had happened on April 24, 2009. As of this date CEDC recorded at fair value all future payments due under these agreements as a liability. The total present value of deferred consideration as of April 24, 2009 amounted to $447.2 million and was determined using a 14.5% discount rate. The present value of the liability is amortized over the period of time ending on the date the last payment is made which is currently expected in 2013, with recognition of a non cash interest expense every quarter in the statement of income. The discount amortization charge for the period from April 24, 2009 to June 30, 2009 amounted to $11.2 million. Starting from the second quarter of 2009, the Company is consolidating all profit and loss results for Cayman 2 except for the 9.4% share not held by the Company or Lion Capital. The Company accounts for the 9.4% of non-controlling interest being presented under the equity section in the consolidated balance sheet of CEDC.

The impact of the consolidation of the Russian Alcohol Group includes the consolidation of the revenues and costs of the business which impact sales, gross margins, operating costs, operating profit and financial expenses as discussed in more detail below. In addition the amortization of the deferred acquisition charges is reflected in other non-operating expenses and the net income attributable to non-controlling interest in subsidiaries reflects the proportionate share of net income net held by either the Company or Lion Capital, which is 9.4% at present.

Effect of Exchange Rate Movements

During the first quarter of 2009 there was a significant depreciation of the Polish Zloty and the Russian Ruble against the U. S. Dollar and the Euro; however, during the second quarter the situation in emerging markets began to improve and both currencies began to strengthen against the U.S. Dollar. These exchange rate movements have had a material impact on our foreign currency translation in each reporting quarter. In addition, we recognized a material non cash foreign exchange translation loss in the first quarter, and a material non cash foreign exchange translation gain in the second quarter, in each case primarily due to our liabilities under the Senior Secured Notes and the Senior Convertible Notes, denominated in Euro and U.S. Dollars, respectively.

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Results of Operations:

Three months ended June 30, 2009 compared to three months ended June 30, 2008

A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.

	Three months ended
	June 30, 2009			June 30, 2008
				(as adjusted)
Sales	$	451,102		$	542,845
Excise taxes		(88,997	)		(121,543	)
Net Sales		362,105			421,302
Cost of goods sold		242,409			317,564
Gross Profit		119,696			103,738
Operating expenses		77,768			60,895
Operating Income before gain on revaluation of equity investment and impairment charge		41,928			42,843
Gain on remeasurement of prevoiusly held equity interest		225,605			—
Impairment charge		(20,309	)		—
Operating Income		247,224			42,843
Non operating income / (expense), net
Interest (expense), net		(22,397	)		(14,487	)
Other financial income / (expense), net		63,288			32,000
Amortization of deferred charges / (expense), net		(11,231	)		—
Other non operating income / (expense), net		(8,480	)		(282	)
Income / (loss) before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		268,404			60,074
Income tax benefit / (expense)		(52,339	)		(12,451	)
Equity in net earnings of affiliates		453			902
Net income / (loss)	$	216,518		$	48,525
Less: Net income / (loss) attributable to noncontrolling interests in subsidiaries		2,249			1,576
Less: Net income / (loss) attributable to redeemable noncontrolling interests in Whitehall Group		543			915
Net income /(loss) attributable to CEDC	$	213,726		$	46,034
Net income / (loss) per share of common stock, basic	$	4.34		$	1.08
Net income / (loss) per share of common stock, diluted	$	4.00		$	1.06

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Net Sales

Net sales represent total sales net of all customer rebates, excise tax on production and exclusive imports and value added tax. Total net sales decreased by approximately 14.1%, or $59.2 million, from $421.3 million for the three months ended June 30, 2008 to $362.1 million for the three months ended June 30, 2009. This decrease in sales is due to the following factors:

Net Sales for three months ended June 30, 2008	$	421,302
Increase from acquisitions		96,796
Reduction of low margin products		(16,219	)
Existing business sales growth		661
Impact of foreign exchange rates		(140,435	)
Net sales for three months ended June 30, 2009	$	362,105

Factors impacting our existing business sales for the three months ending June 30, 2009 include our program of reducing our wholesaling of lower margin SKUs, primarily beer, in Poland that we began at the end of 2008, which amounts to $16.2 million for the three months ended June 30, 2009. However, as noted below, the reduction in lower margin of distributed products contributed to our positive growth in gross and operating margins as a percentage of sales. Our existing business sales growth was flat in Poland and Russia, reflecting the soft consumer environment due to the global economic crisis.

The net sales increase from acquisitions is primarily due to the inclusion of sales from the Russian Alcohol Group, which the Company has begun consolidating as of the second quarter of 2009.

Based upon average exchange rates for the three months ended June 30, 2009 and June 30, 2008, our functional currencies depreciated against the U.S. dollar, by approximately 33%. This resulted in a decrease of $140.4 million of sales in U.S. Dollar terms. Our business split by segment, which represents our primary geographic locations of operations, Poland, Russia and Hungary, is shown below:

	Segment Net Revenues Three months ended June 30,
	2009		2008
Segment
Poland	$	216,292	$	349,736
Russia		137,854		62,347
Hungary		7,959		9,219
Total Net Sales	$	362,105	$	421,302

As noted above the decline in sales for Poland was primarily driven by the devaluation of the Polish Zloty against the U.S. dollar and the reduction in our lower margin third party distribution sales. Partially offsetting these items was growth in our imports and exports business. The reduction in lower margin distribution sales is expected to continue throughout the year, impacting sales by approximately $15 to $17 million per quarter, but having a positive impact on gross margin as a percentage of sales.

The increase in sales in Russia was driven primarily by the consolidation of the sales of the Russian Alcohol Group, as discussed above.

The Hungarian sales decline was driven by the devaluation of the Hungarian Forint to the U.S. dollar, whereas in local currency value terms sales were up by ten percent.

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Gross Profit

Total gross profit increased by approximately 15.4%, or $16.0 million, to $119.7 million for the three months ended June 30, 2009, from $103.7 million for the three months ended June 30, 2008, reflecting the increase in gross profit margins percentage in the three months ended June 30, 2009. Gross margin increased from 24.6% of net sales for the three months ended June 30, 2008 to 33.1% of net sales for the three months ended June 30, 2009. The primary factor resulting in the improved margin was the inclusion of the results of the Russian Alcohol Group, which, as producer, operates on a higher gross profit margin than the Polish business, which is more significantly impacted by lower margin distribution operations. Margins were further improved by our reduced emphasis on lower margin third party distribution products, primarily beer, as described above, as well as lower input costs, including raw spirit.

Operating Expenses

Operating expenses consist of selling, general and administrative, or “S,G&A” expenses, advertising expenses, non-production depreciation and amortization, and provision for bad debts. Operating expenses as a percent of net sales increased from 14.5% for the three months ended June 30, 2008 to 21.5% for the three months ended June 30, 2009. Total operating expenses increased by approximately 27.8%, or $16.9 million, from $60.9 million for the three months ended June 30, 2008 to $77.8 million for the three months ended June 30, 2009. Approximately $37.7 million of this increase resulted primarily from the effects of the consolidation of the Russian Alcohol Group. The cost base of our existing business was reduced by $1.6 million due to various cost cutting measures taken over in the last six months.

Operating expenses for three months ended June 30, 2008	$	60,895
Increase from acquisitions		40,090
Increase from existing business growth		(1,630	)
Impact of foreign exchange rates		(21,587	)
Operating expenses for three months ended June 30, 2009	$	77,768

The table below sets forth the items of operating expenses.

	Three Months Ended June 30,
	2009		2008
	($ in thousands)
S,G&A	$	64,635	$	45,057
Marketing		10,237		12,841
Depreciation and amortization		2,896		2,997
Total operating expense	$	77,768	$	60,895

S,G&A consists of salaries, warehousing and transportation costs, administrative expenses and bad debt expense. S,G&A increased by approximately 43.2%, or $19.5 million, from $45.1 million for the three months ended June 30, 2008 to $64.6 million for the three months ended June 30, 2009. Approximately $29.6 million of this increase resulted primarily from the consolidation of the results of the Russian Alcohol Group partially offset by the devaluation of the Polish Zloty and cost savings. As a percent of sales, S,G&A has increased from 10.7% of net sales for the three months ended June 30, 2008 to 17.8% of net sales for the three months ended June 30, 2009.

Depreciation and amortization decreased by approximately 3.3%, or $ 0.1 million, from $3.0 million for the three months ended June 30, 2008 to $2.9 million for the three months ended June 30, 2009 due to the impact of foreign exchange translation.

Operating Income

Total operating income increased by approximately 477.6%, or $204.4 million, from $42.8 million for the three months ended June 30, 2008 to $247.2 million for the three months ended June 30, 2009. This increase resulted primarily from the consolidation of the results of the Russian Alcohol Group, from which the Company recognized a one-time gain in the three month period ended June 30, 2009, amounting to $225.6 million in operating income based on the remeasurement of previously held equity interests in RAG to fair value, which was partially offset by an impairment charge of $20.3 million and the impact of the devaluation of our primary functional currencies (Polish Zloty, Russian Ruble and Hungarian Forint) against the U.S. Dollar, as described above. However, excluding the impact of the gain and the impairment described above, as a percent of net sales, operating profit margin increased from 10.2% to 11.6% reflecting the impact of the newly acquired Russian business and the consolidation of the Russian Alcohol Group, as well as the reduction in lower third party distribution sales and cost cutting measures as mentioned above. The table below summarizes the segmental split of operating profit.

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	Operating Profit Three months ended June 30,
	2009			2008
Segment
Poland	$	225,588		$	29,516
Russia		22,072			14,292
Hungary		1,229			1,406
Corporate Overhead
General corporate overhead		(706	)		(1,459	)
Option Expense		(959	)		(912	)
Total Operating Profit	$	247,224		$	42,843

Operating profit in Poland, after excluding the one-time gain and impairment described above, as a percent of net sales increased to 9.4% for the three months ended June 30, 2009 from 8.4% in the same period in 2008. This was due to the factors mentioned above, namely the trimming of lower margin distribution products from our sales mix and cost cutting measures.

The operating profit margin as a percent of net sales in Russia declined from 22.9% for the three months ended June 30, 2008 to 16.0% for the three months ended June 30, 2009. This is due primarily to the Russian Alcohol Group which was consolidated for the first time during the three months ending June 30, 2009 and which operates on lower operating profit margins, than our other businesses in Russia (Parliament and the Whitehall Group) due to the nature of its products. Approximately 9% of the sales of the Russian Alcohol Group represent sales of lower margin ready to drink alcohol-based products and its primary brand Green Mark, is sold at mainstream price points as compared to Parliament which is a sub-premium brand with a higher price point.

In Hungary operating profit margins remained stable as a percent of net sales at 15.3% for the three months ended June 30, 2008 as compared to 15.4% for the three months ended June 30, 2009.

Non Operating Income and Expenses

Total interest expense increased by approximately 54.5%, or $7.9 million, from $14.5 million for the three months ended June 30, 2008 to $22.4 million for the three months ended June 30, 2009. This increase is a result of the consolidation of the finance costs of the Russian Alcohol Group and the additional borrowings the Company made to finance its investment in the Russian Alcohol Group in July 2008.

The Company recognized $63.3 million of unrealized foreign exchange rate gains in the three months ended June 30, 2009, primarily related to the impact of movements in exchange rates on our USD and EUR denominated liabilities, as compared to $32.0 million of gains in the three months ended June 30, 2008.

Income Tax

Our effective tax rate for the three months ending June 30, 2009 was 19.5%, which is driven by the blended statutory tax rates rate of 19% in Poland and 20% in Russia.

Equity in Net Earnings

Equity in net earnings for the three months ending June 30, 2009 include CEDC’s proportional share of net loss from its investments accounted for under the equity method. This includes $0.5 million of gain from the investment in the MHWH J.V.

Six months ended June 30, 2009 compared to six months ended June 30, 2008

A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.

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	Six months ended
	June 30, 2009			June 30, 2008
Sales	$	748,861		$	950,926
Excise taxes		(168,864	)		(216,004	)
Net Sales		579,997			734,922
Cost of goods sold		399,139			564,968
Gross Profit		180,858			169,954
Operating expenses		118,624			101,643
Operating Income before gain on revaluation of equity investment and impairment charge		62,234			68,311
Gain on revaluation of equity investment		225,605			—
Impairment charge		(20,309	)		—
Operating Income		267,530			68,311
Non operating income / (expense), net
Interest (expense), net		(34,137	)		(26,272	)
Other financial income / (expense), net		(32,932	)		41,103
Amortization of deferred charges / (expense), net		(11,231	)		—
Other non operating income / (expense), net		(8,642	)		(142	)
Income / (loss) before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		180,588			83,000
Income tax benefit / (expense)		(34,775	)		(16,759	)
Equity in net earnings of affiliates		(17,968	)		902
Net income / (loss)	$	127,845		$	67,143
Less: Net income / (loss) attributable to noncontrolling interests in subsidiaries		2,138			1,829
Less: Net income / (loss) attributable to redeemable noncontrolling interests in Whitehall Group		(358	)		915
Net income /(loss) attributable to CEDC	$	126,065		$	64,399
Net income per share of common stock, basic	$	2.60		$	1.55
Net income per share of common stock, diluted	$	2.39		$	1.52

Net Sales

Total net sales decreased by approximately 21.1%, or $154.9 million, from $734.9 million for the six months ended June 30, 2008 to $580.0 million for the six months ended June 30, 2009. This decrease in sales is due to the following factors:

Net Sales for six months ended June 30, 2008	$	734,922
Increase from acquisitions		132,304
Reduction of low margin products		(33,603	)
Existing business sales decline		(14,106	)
Impact of foreign exchange rates		(239,520	)
Net sales for six months ended June 30, 2009	$	579,997

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Factors impacting our existing business sales for the six months ending June 30, 2009 include our program of reducing our wholesaling of lower margin SKUs, primarily beer, in Poland, which we began at the end of 2008 and lower depletions during the first quarter of 2009 as a result of higher inventory levels in the market in Poland at the beginning of the quarter. These higher inventory levels in the market at the beginning of the year, which impacted primarily the first quarter of 2009, were driven by the nine percent excise tax increase in Poland on December 31, 2008 which prompted customers to purchase additional product prior to December 31, 2008 at the lower excise tax. This was the primary factor affecting our decline in existing business sales growth. However, as noted below, the reduction in lower margin of distributed products contributed to our positive growth in gross and operating margins as a percentage of sales. Based upon average exchange rates for the six months ended June 30, 2009 and June 30, 2008, our functional currencies depreciated against the U.S. Dollar, by approximately 47%. This resulted in a decrease of $239.5 million of sales in U.S. Dollar terms. These decreases were partially offset by the consolidation of net sales of the Russian Alcohol Group, as discussed above.

Our business split by segment, which represents our primary geographic locations of operations, Poland, Russia and Hungary, is shown below:

	Segment Net Revenues Six months ended June 30,
	2009		2008
Segment
Poland	$	383,704	$	647,126
Russia		181,238		69,572
Hungary		15,055		18,224
Total Net Sales	$	579,997	$	734,922

As noted above the decline in sales for Poland were primarily driven by the devaluation of the Polish Zloty against the U.S. dollar, the reduction in our lower margin third party distribution sales, and the lower sell out of our own products due to higher inventory levels in the market during the first quarter of 2009 as a result of the excise tax increase in Poland on December 31, 2008. Partially offsetting these items was growth in our imports and exports business. The reduction in lower margin distribution sales is expected to continue throughout the year, impacting sales by approximately $15 to $17 million per quarter, but having a positive impact on gross margin as a percentage of sales.

The increase in sales in Russia was driven primarily by the inclusion of a full quarter for the entities acquired in 2008, namely Parliament on March 13, 2008 and the Whitehall Group on May 23, 2008 as well as the consolidation of the results of the Russian Alcohol Group during the second quarter of 2009.

The Hungarian sales decline was driven by the devaluation of the Hungarian Forint against the U.S. Dollar, whereas in local currency value terms sales were up by approximately seven percent.

Gross Profit

Total gross profit increased by approximately 6.4%, or $10.9 million, to $180.9 million for the six months ended June 30, 2009, from $170.0 million for the six months ended June 30, 2008, reflecting the increase in gross profit margins percentage in the six months ended June 30, 2009. Gross margin increased from 23.1% of net sales for the six months ended June 30, 2008 to 33.2% of net sales for the six months ended June 30, 2009. The primary factor resulting in the improved margin was the inclusion of the newly acquired businesses in Russia, Parliament and Whitehall, as well as the consolidation of the results of the Russian Alcohol Group, which, as producers and importers, operate on a higher gross profit margin than the Polish business, which is more significantly impacted by lower margin distribution operations. Margins were further improved by our reduced emphasis on lower margin third party distribution products, primarily beer, as described above, as well as lower input costs, including raw spirit.

Operating Expenses

Operating expenses as a percent of net sales increased from 13.8% for the six months ended June 30, 2008 to 20.5% for the six months ended June 30, 2009. Total operating expenses increased by approximately 16.7%, or $17.0 million, from $101.6 million for the six months ended June 30, 2008 to $118.6 million for the six months ended June 30, 2009. Approximately $50.4 million of this increase resulted primarily from the effects of the acquisition of Parliament Group in March 2008 and Whitehall Group in May 2008, as well as the consolidation of the results of the Russian Alcohol Group in July 2008. Approximately $1.2 million resulted from the cost increases in our existing business, which includes costs related to employee headcount reductions that were implemented during the first quarter of 2009. These increases were partially offset by the depreciation of the functional currencies against the U.S. Dollar.

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Operating expenses for six months ended June 30, 2008	$	101,643
Increase from acquisitions		50,429
Increase from existing business growth		1,240
Impact of foreign exchange rates		(34,688	)
Operating expenses for six months ended June 30, 2009	$	118,624

The table below sets forth the items of operating expenses.

	Six Months Ended June 30,
	2009		2008
	($ in thousands)
S,G&A	$	97,784	$	77,865
Marketing		15,920		18,663
Depreciation and amortization		4,920		5,115
Total operating expense	$	118,624	$	101,643

S,G&A increased by approximately 25.5%, or $19.9 million, from $77.9 million for the six months ended June 30, 2008 to $97.8 million for the six months ended June 30, 2009. Approximately $39.6 million of this increase resulted primarily from the effects of the acquisitions discussed above and the consolidation of the results of the Russian Alcohol Group, and the remainder of the increase resulted primarily from the growth of the business, which increases were fully offset by the depreciation of the Polish Zloty against the U.S. Dollar. As a percent of sales, S,G&A has increased from 10.6% of net sales for the six months ended June 30, 2008 to 16.9% of net sales for the six months ended June 30, 2009.

Depreciation and amortization decreased by approximately 3.9%, or $ 0.2 million, from $5.1 million for the six months ended June 30, 2008 to $4.9 million for the six months ended June 30, 2009 due to the impact of foreign exchange translation.

Operating Income

Total operating income increased by approximately 291.7%, or $199.2 million, from $68.3 million for the six months ended June 30, 2008 to $267.5 million for the six months ended June 30, 2009. This increase resulted primarily from the consolidation of the results of the Russian Alcohol Group, from which the Company recognized a one-time gain in the six month period ended June 30, 2009, amounting to $225.6 million in operating income based on the remeasurement of previously held equity interests in RAG to fair value, which was partially offset by an impairment charge of $20.3 million and from the impact of the devaluation of our primary functional currencies (Polish Zloty, Russian Ruble and Hungarian Forint) against the U.S. Dollar, as described above. However, as a percent of net sales, operating profit margin increased from 9.3% to 10.7% reflecting the impact of the newly acquired Russian businesses and the consolidation of the results of the Russian Alcohol Group, as well as the reduction in lower third party distribution sales. The table below summarizes the segmental split of operating profit.

	Operating Profit Six months ended June 30,
	2009			2008
Segment
Poland	$	240,491		$	53,665
Russia		28,331			15,949
Hungary		1,836			2,810
Corporate Overhead
General corporate overhead		(1,205	)		(2,435	)
Option Expense		(1,923	)		(1,678	)
Total Operating Profit	$	267,530		$	68,311

35

Operating profit in Poland, after excluding the one-time gain and impairment described above, as a percent of net sales increased to 9.2% for the six months ended June 30, 2009 from 8.3% in the same period in 2008. The was due to the factors mentioned above, namely the trimming of lower margin distribution products from our sales mix.

The operating profit margin as a percent of net sales in Russia declined from 22.9% for the six months ended June 30, 2008 to 15.6% for the six months ended June 30, 2009. However due to the timing of the acquisitions in Russia, the first quarter of 2008 only includes two weeks of operations from Parliament which is not reflective of a normal first quarter in Russia. In addition, the seasonality of the business in Russia is much greater than in Poland, as generally the first quarter operating profit is approximately 5%-8% of the full year operating profit in Russia, as compared to 15%-16% in Poland. Therefore the first quarter in Russia tends to have a significantly lower operating profit as a percent of sales as compared to the rest of the year. In addition the Russian Alcohol Group which was consolidated for the first time during the three months ending June 30, 2009 operates on lower operating profit margins than our other businesses in Russia (Parliament and the Whitehall Group) due to the nature of its products. Approximately 9% of the sales of the Russian Alcohol Group represent sales of lower margin ready to drink alcohol-based products and its primary brand, Green Mark, is sold at mainstream price points as compared to Parliaments which is a sub-premium brand with a higher price point.

In Hungary there was a decline in operating profit as a percent of net sales from 15.4% for the six months ended June 30, 2008 to 12.2% for the six months ended June 30, 2009. This decline was due primarily to higher local currency import costs in the first quarter of 2009 as the Hungarian business sales constitute only imported spirits which have prices denominated primarily in Euro. However, we expect a price increase, which was taken at the end of the second quarter of 2009, together with the recent strengthening of the Hungarian Forint, to mitigate the impact of higher local currency import prices.

Non Operating Income and Expenses

Total interest expense increased by approximately 29.7%, or $7.8 million, from $26.3 million for the six months ended June 30, 2008 to $34.1 million for the six months ended June 30, 2009. This increase resulted from the consolidation of the financial results of the Russian Alcohol Group during the second quarter of 2009 and additional borrowings to finance the investment in the Russian Alcohol Group in July 2008.

The Company recognized $32.9 million of unrealized foreign exchange rate loss in the six months ended June 30, 2009, primarily related to the impact of movements in exchange rates on our USD and EUR denominated acquisition financing, as compared to $41.1 million of gains for the six months ended June 30, 2008.

Income Tax

Our effective tax rate for the six months ending June 30, 2009 was 19.3%, which is driven by the blended statutory tax rates rate of 19% in Poland and 20% in Russia.

Equity in Net Earnings

Equity in net earnings for the six months ending June 30, 2009 include CEDC’s proportional share of net loss from its investments accounted for under the equity method. This includes $0.4 million of loss from the investment in the MHWH J.V. for six months ended June 30, 2009 and $17.7 million of losses from the investment in the Russian Alcohol Group for the first quarter 2009, while this investment was consolidated under the equity method.

Liquidity and Capital Resources

The Company’s primary uses of cash in the future will be to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions including pursuant to existing arrangements described under “The Company’s Future Liquidity and Capital Resources”. The Company expects to fund these requirements in the future with cash flows from its operating activities, cash on hand, the financing arrangements described below, and other arrangements we may enter into from time to time.

Financing Arrangements

Existing Credit Facilities

On July 10, 2008, the Company entered into a Facility Agreement for a syndicated facility arranged by Goldman Sachs International, Bank Austria Creditanstalt AG, ING Bank N.V. London Branch and Raiffeisen Zentralbank Österreich AG, which provided for a term loan facility of $315 million. $35 million of the term loan matures on July 1, 2013, $195 million of the term loan matures on July 1, 2014 and the remaining $70 million matures on July 1, 2015. The term loan is guaranteed by Pasalba and Latchey Ltd. and certain other companies in the Russian Alcohol Group and is secured by all of the shares of capital stock of Russian Alcohol Group.

As of June 30, 2009, $32.3 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis.

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As of June 30, 2009, the Company had utilized approximately $75.7 million of a multipurpose credit line agreement in connection with the 2007 tender offer in Poland to purchase the remaining outstanding shares of Polmos Bialystok S.A. The Company’s obligations under the credit line agreement are guaranteed through promissory notes by certain subsidiaries of the Company and are secured by 33.95% of the share capital of Polmos Białystok S.A. The indebtedness under the credit line agreement matures on February 24, 2011.

On March 31, 2009, the Company received from BRE Bank S.A. a promissory letter for the prolongation of existing loan of $25.4 million setting out the repayment date for August 31, 2010. Based on the above, we classified this loan as a long term in the accompanying consolidated balance sheet.

On April 24, 2008, the Company signed a credit agreement with Bank Zachodni WBK SA in Poland to provide up to $50 million of financing to be used to finance a portion of the Parliament and Whitehall acquisition, as well as general working capital needs of the Company. The agreement provides for a $30 million five year amortizing term facility and a one year $20 million short term facility with annual renewal. In the second quarter of 2009 this loan was converted into Polish Zlotys and the maturity was extended to May 2010. The loan is guaranteed by the Company, Bols Sp. z o.o, a wholly owned subsidiary of the Company (“Bols”) and certain other subsidiaries of the Company, and is secured by all of the capital stock of Bols and 60% of the capital stock of Copecresto.

On July 2, 2008, the Company entered into a Facility Agreement with Bank Handlowy w Warszawie S.A., which provided for a term loan facility of $40 million. The term loan matures on July 4, 2011 and is guaranteed by CEDC, Carey Agri and certain other subsidiaries of the Company and is secured by all of the shares of capital stock of Carey Agri and subsequently will be further secured by shares of capital stock in certain other subsidiaries of CEDC.

Senior Secured Notes

In connection with the Bols and Polmos Bialystok acquisitions, on July 25, 2005 the Company completed the issuance of € 325 million 8% Senior Secured Notes due 2012 (the “Notes”), of which approximately €245 million remains payable. Interest is due semi-annually on the 25th of January and July, and the Notes are guaranteed on a senior basis by certain of the Company’s subsidiaries. The Indenture governing our Notes contains certain restrictive covenants, including covenants limiting the Company’s ability to: make certain payments, including dividends or other distributions, with respect to the share capital of the parent or its subsidiaries; incur or guarantee additional indebtedness or issue preferred stock; make certain investments; prepay or redeem subordinated debt or equity; create certain liens or enter into sale and leaseback transactions; engage in certain transactions with affiliates; sell assets or consolidate or merge with or into other companies; issue or sell share capital of certain subsidiaries; and enter into other lines of business.

Convertible Senior Notes

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 (the “Convertible Notes”). Interest is due semi-annually on the 15th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principle amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principle amount of the notes to be converted and, at the election of the Company, cash and/or shares of common stock in respect to the remainder, if any, of the conversion obligation. The proceeds from the Convertible Notes were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

Equity Issuances

On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. Pursuant to the terms of this amendment, the Company issued to the seller 2,100,000 shares of its common stock, made certain cash payments to the seller, and is obligated to make certain other cash payments to the seller in the future, all as described under “The Company’s Future Liquidity and Capital Resources,” below.

On July 24, 2009, the Company consummated the offer and sale of 8,350,000 shares of the Company’s common stock, of which 6,850,000 shares were issued and sold by the Company and 1,500,000 shares of common stock were sold by Mark Kaoufman. Pursuant to that offering, the Company granted the underwriters a 25-day over-allotment option to purchase up to an additional 835,000 shares of common stock from the Company at the same price in a public offering pursuant to a Registration Statement on Form S-3 and a related prospectus filed with the Securities and Exchange Commission, which option the underwriters exercised in full. The Company received $179.6 million from the Offering, including the over-allotment shares, after deducting underwriting discounts and estimated offering expenses payable by the Company.

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Statement of Liquidity and Capital Resources

During the periods under review, the Company’s primary sources of liquidity were cash flows generated from operations, credit facilities, the equity offerings, the Convertible Senior Notes offering and proceeds from options exercised. The Company’s primary uses of cash were to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The following table sets forth selected information concerning the Company’s consolidated cash flow during the periods indicated.

	Six months ended June 30, 2009			Six months ended June 30, 2008
	($ in thousands)
Cash flow from operating activities	$	57,909		$	50,154
Cash flow from investing activities	$	134,233		$	(369,553	)
Cash flow from financing activities	$	(78,260	)	$	573,121

Net cash flow from operating activities

Net cash flow from operating activities represents net cash from operations and interest. Net cash provided by operating activities for the six months ended June 30, 2009 was $57.9 million as compared to $50.2 million for the six months ended June 30, 2008. Working capital movements included $59.7 million of cash inflows for the six months ended June 30, 2009 as compared to $12.2 million of cash inflows for the six months ended June 30, 2008. The primary driver for this was the improvement in receivables collection process.

Net cash flow used in investing activities

Net cash flows used in investing activities represent net cash used to acquire subsidiaries and fixed assets as well as proceeds from sales of fixed assets. Net cash provided by investing activities for the six months ended June 30, 2009 was $134.2 thousand as compared to $369.6 million for the six months ended June 30, 2008. The net cash inflow is due to the one-time consolidation of the cash opening cash balance of the Russian Alcohol Group of $140.8 million.

Net cash flow from financing activities

Net cash flow from financing activities represents cash used for servicing indebtedness, borrowings under credit facilities and cash inflows from private placements and exercise of options. Net cash used in financing activities was $78.3 million for the six months ended June 30, 2009 as compared to $573.1 million for the six months ended June 30, 2008. Primary uses in the six months ended June 30, 2009 were repayment of bank facilities and repayment of $28.7 million of pre-acquisition tax penalties in the Russian Alcohol Group, which is to be reimbursed by the sellers and has been netted off with loans from the sellers.

The Company’s Future Liquidity and Capital Resources

The Company’s primary uses of cash in the future will be to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions, including pursuant to existing arrangements described below. The Company expects to fund these requirements in the future with cash flows from its operating activities, cash on hand, the financing arrangements described above and other financing arrangements it may enter into from time to time. However, recent significant changes in market liquidity conditions resulting in a tightening in the credit markets and a reduction in the availability of debt and equity capital could impact our access to funding and our related funding costs (and we cannot provide assurances as to whether or on what terms such funding would be available), which could materially and adversely affect our ability to obtain and manage liquidity, to obtain additional capital and to restructure or refinance any of our existing debt.

Acquisitions – Purchase/Sale Rights

On March 13, 2008, the Company acquired 85% of the share capital of Copecresto Enterprises Limited, a producer and distributor of beverages in Russia, for $180,335,257 in cash and 2,238,806 shares of the Company’s common stock. In addition, on May 23, 2008, the Company’s subsidiary, Polmos Bialystok, closed on its acquisition of 50% minus one vote of the voting power and 75% of the economic interests in the Whitehall Group, a leading importer of premium spirits and wines in Russia, for $200 million in cash paid at closing, plus 843,524 shares of the Company’s common stock issued on October 21, 2008, plus an additional payment of $5,876,351 in cash and an additional issuance of 2,100,000 shares of the Company’s common stock, both made on February 24, 2009, plus further cash payments of $2,000,000 made on March 15, 2009 and €8,050,411 made on August 4, 2009, as well as the obligation to make an additional cash payment of €8,303,630 on September 15, 2009, plus potential further cash payments based on the per share price of the Company’s common stock on a go-forward basis. In consideration for these payments, the Company received an additional 375 Class B shares of Whitehall, which represents an increase in the Company’s economic stake from 75% to 80%.

The Company entered into shareholders’ agreements with the other shareholders of Copecresto and Whitehall respectively that include purchase and sale rights relating to the Company’s potential acquisition of the equity interests in these entities that are owned by the other shareholders thereof. The exercise of these rights, and the acquisition of the outstanding equity interests of RAG held by Lion, could affect the Company’s liquidity.

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Copecresto Acquisition

Pursuant to the Copecresto shareholders’ agreement, the Company has the right to purchase all (but not less than all) of the shares of Copecresto capital stock held by the other shareholder. The other shareholder has the right to require the Company to purchase any or all of the shares of Copecresto capital stock held by such other shareholder; provided, that such other shareholder may not exercise this right other than in respect of all of the shares of Copecresto capital stock it holds if the amount of Copecresto capital stock subject to such exercise is less than 1% of the total outstanding capital stock of Copecresto.

The Company’s right may be exercised beginning on March 13, 2015 and will terminate on the earliest to occur of (1) the delivery of a notice of default under the shareholders’ agreement, (2) the delivery of a notice of the other shareholder’s exercise of its right in respect of all of the Copecresto capital stock held by such shareholder and (3) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder’s right may be exercised beginning on March 13, 2011 and will terminate on the earliest to occur of (A) the delivery of a notice of default under the shareholders’ agreement, (B) the Company’s exercise of its right and (C) the date that is ten years after the date of completion of certain reorganization transactions relating to Copecresto. The other shareholder also may exercise its right one or more times within the three months following any change in control of the Company or of Bols Sp. z o.o., a subsidiary of the Company. The Company is currently in the process of negotiating with the sellers an early exercise of this option, with an expected value of $65 million for the remaining 15% of minority shareholding. We can provide no assurances as to whether or on what terms an agreement may be reached.

The aggregate price that the Company would be required to pay in the event either of these rights is exercised will be equal to the product of (x) a fraction, the numerator of which is the total number of shares of capital stock of Copecresto covered by the exercise of the right, and the denominator of which is the total number of shares of capital stock of Copecresto then outstanding, multiplied by (y) the EBITDA of Copecresto from the year immediately preceding the year in which the right is exercised, multiplied by (z) 12, if the right is exercised in 2010 or before, 11, if the right is exercised in 2011, or 10, if the right is exercised in 2012 or later; provided, that in no event will the product of (y) and (z), above, be less than $300,000,000.

Whitehall Acquisition

On May 23, 2008, the Company and certain of its affiliates, entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests, in the Whitehall Group. The Whitehall Group is a leading importer of premium spirits and wines in Russia. The aggregate consideration paid by the Company was $200 million, paid in cash at the closing. In addition, on October 21, 2008 the Company issued to the Seller 843,524 shares of its common stock, par value $0.01 per share.

On February 24, 2009, the Company and the seller amended the terms of the Stock Purchase Agreement governing the Whitehall acquisition to satisfy the Company’s obligations to the seller pursuant to a share price guarantee in the original Stock Purchase Agreement. Pursuant to the terms of this amendment, the Company paid to the seller $5,876,351 in cash, and issued to the seller 2,100,000 shares of its common stock, in settlement of a minimum share price guarantee by the Company, and later made an additional cash payment of $2,000,000 on March 15, 2009. The first portion of deferred payments already due under the original Stock Purchase Agreement amounting to €8,050,411 was paid on August 4, 2009 and the remaining portion of €8,303,630 is due on September 15, 2009. In consideration for these payments, the Company received an additional 375 Class B shares of Whitehall, which represents an increase in the Company’s economic stake from 75% to 80%. Additionally, if, during the 210 day period immediately following the effectiveness of the registration statement the Company is obligated to file to register the shares of Company common stock obtained by the seller in this transaction, the seller sells any of the Company common stock it acquired in the transaction for an average sales price per share, weighted by volume, that is less than $12.03, per share, the Company must pay to the seller the excess, if any, of $12.03 over the volume weighted average sales price per share of the Company’s common stock on the day the sale took place, multiplied by the total number of shares sold. Finally, the Company may be obligated to make an additional cash payment to the seller, ranging from €0 to €1,500,000, based upon whether and to what extent the price of a share of the Company’s common stock exceeds $12.03 during that same 210 day period. If the Company must make any such payment, it will receive in return up to an additional 75 Class B shares, which represents up to an additional 1% economic stake of Whitehall, based on the size of the payment.

Pursuant to the Whitehall shareholders’ agreement, Polmos Bialystok has the right to purchase, and the other shareholder has the right to require Polmos Bialystok to purchase, all (but not less than all) of the shares of Whitehall capital stock held by such shareholder. Either of these rights may be exercised at any time, subject, in certain circumstances, to the consent of third parties. The aggregate price that the Company would be required to pay in the event either of these rights is exercised will fall within a range determined based on Whitehall’s EBIT as well as the EBIT of certain related businesses, during two separate periods: (1) the period from January 1, 2008 through the end of the year in which the right is exercised, and (2) the two full financial years immediately preceding the end of the year in which the right is exercised, plus, in each case, the time-adjusted value of any dividends paid by Whitehall. Subject to certain limited exceptions, the exercise price will be (A) no less than the future value as of the date of exercise of $32.0 million and (B) no more than the future value as of the date of exercise of $89.0 million, plus, in each case, the time-adjusted value of certain dividends paid by Whitehall.

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Russian Alcohol Group Acquisition

On July 9, 2008, the Company completed an investment with Lion Capital LLP (“Lion Capital”) and certain of Lion’s affiliates (collectively with Lion Capital, “Lion”) and certain other investors, pursuant to which the Company, Lion and such other investors acquired all of the outstanding equity of the Russian Alcohol Group (“RAG”). In connection with that investment, the Company acquired an indirect equity stake in RAG of approximately 42%, and Lion acquired substantially all of the remainder of the equity of RAG. The agreements governing that investment gave the Company the right to acquire, and gave Lion the right to require the Company to acquire, Lion’s equity stake in RAG (the “Prior Agreement”).

On April 24, 2009, the Company entered into new agreements with Lion, to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion (the “Acquisition”), including a Note Purchase and Share Subscription Agreement between the Company, Carey Agri International – Poland Sp. z o.o., a Polish limited liability company and subsidiary of the Company (“Carey Agri”), Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and the acquisition vehicle used for the original investment (“Cayman 2”), and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands and an affiliate of Lion (“Cayman 5,” and such agreement, the “Note Purchase Agreement”).

Pursuant to the Note Purchase Agreement, on April 29, 2009, Carey Agri paid to Cayman 5 $13,500,000 in cash in exchange for certain indirect equity interests in RAG, sold to Cayman 2 the $110,639,000 subordinated exchangeable loan notes issued by an affiliate of Cayman 2 to Carey Agri in connection with the initial investment, and used the proceeds to acquire additional indirect equity of RAG. In addition, (1) the Company will issue to Cayman 5 $17,150,000 in common stock, par value $0.01, of the Company (“Common Stock”) on the first business day after a registration statement relating to that Common Stock is declared effective by the United States Securities and Exchange Commission as contemplated by the Registration Rights Agreement (as discussed below), and (2) Carey Agri will pay to Cayman 5 $4.25 million in cash on August 14, 2009 (which cash payment may be replaced in whole or in part by an issuance of $5,000,000 in Common Stock under certain circumstances). In exchange for this consideration, the Company will receive additional indirect equity interests in RAG. The Company has guaranteed all of the obligations of Carey Agri under the Note Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, if any issuance of Common Stock pursuant to the Note Purchase Agreement would cause Cayman 5 and its affiliates to own 5% or more of the outstanding Common Stock or voting power of the Company (the “Threshold”), then the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold. In addition, if any issuance of Common Stock pursuant to the Note Purchase Agreement would result in the Company having issued, in the aggregate in connection with the Acquisition, a number of shares of Common Stock in excess of 20% of the shares of Common Stock outstanding (the “20% Limit”), then the Company will issue that number of shares of Common Stock that will not breach the 20% Limit and, within 90 days thereafter, will deliver the remainder in cash, Common Stock, or a combination thereof, as the Company may elect. After consummating the transactions contemplated by the Note Purchase Agreement, but excluding Cayman 7’s acquisition of additional indirect equity interests described below, the Company will hold approximately 54% of the equity interests in RAG.

On August 3, 2009, Lion/Rally Cayman 7, a limited partnership organized in the Cayman Islands (“Cayman 7”), acquired additional indirect equity interests in RAG as a result of the acquisition by Lion/Rally Cayman 6, a Cayman Islands company (“Cayman 6”) of equity interests in RAG from certain minority investors (the “Selling Minority Investors”). The Company indirectly acquired such equity through a subscription for additional limited partnership interests in Cayman 7, of which it holds 100% of the economic interests and the general partner of which is an affiliate of Lion. Cayman 7 made a further investment in Cayman 6, as a result of which Cayman 6 acquired the equity interests in RAG from the Selling Minority Investors in exchange for $30,000,000, funded by the Company. After giving effect to this acquisition of minority interests and the transactions contemplated by the Note Purchase Agreement, the Company will hold approximately 58% of the equity interests in RAG.

On May 7, 2009, the Company entered into an Option Agreement (the “Option Agreement”) with Cayman 4, Cayman 5, Cayman 6, and Cayman 7. The Option Agreement will govern the Company’s acquisition of the remaining equity interests in RAG held by Lion over the following four years.

Pursuant to the Option Agreement, Cayman 4 and Cayman 5 granted to Cayman 7 a series of options entitling Cayman 7 to acquire, subject to the receipt of certain antitrust approvals, the remaining equity interests of RAG held by Lion through Cayman 4 and Cayman 5 (the “Cayman 7 Call Options”). In connection with the exercise of these options, Cayman 7 will receive certain equity interests in RAG, and will pay to Cayman 4 and Cayman 5 consideration as follows: (1) 1,000,000 shares of Common Stock issuable on or within 30 days after October 31, 2009, (2) 1,575,000 shares of Common Stock issuable on June 15, 2010 and $25,330,517 and €22,822,679 payable in cash on or within 30 days after June 30, 2010 (up to $15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (3) $69,083,229 and €62,243,670 payable in cash on or within 60 days after May 31, 2011 (up to $15,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of Common Stock), (4) 751,852 shares of Common Stock issuable, and $70,019,690 and €63,087,417 payable in cash, on or within 90 days after July 31, 2012, and (5) $69,083,229 and €62,243,670 payable in cash on or within 120 days after May 31, 2013 (subject to reduction by up to $10,000,000, and up to $20,000,000 of which may, at the Company’s election, be replaced with an equivalent amount of

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Common Stock, in each case based upon the date on which such Cayman 7 Call Option is exercised and consummated). The amounts of cash payable, and number of shares issuable, are subject to certain adjustments based on the price of one share of Common Stock, and reduction in the event of early payment by the Company, in each case over the course of the Acquisition. The Company also will be able to apply the value of any dividends from RAG, in respect of its and Lion’s equity stakes, to prepayment of the consideration. Upon the consummation of all of the transactions contemplated above, the Company will hold all of the equity interests in RAG previously held by Lion, and will hold substantially all of the equity interests in RAG.

As consideration for Cayman 4 and Cayman 5 granting to Cayman 7 the Cayman 7 Call Options, the Company will, within 30 days after the execution of the Option Agreement, grant to Cayman 4 and Cayman 5 warrants to acquire Common Stock as follows: (1) warrants to acquire, in the aggregate, 1,490,550 shares of Common Stock at an exercise price of $22.11, exercisable on May 31, 2011, (2) warrants to acquire, in the aggregate, 300,000 shares of Common Stock at an exercise prices of $26.00, exercisable on July 31, 2012, and (3) warrants to acquire, in the aggregate, 1,803,813 shares of Common Stock at an exercise prices of $26.00, exercisable on May 31, 2013 (all such warrants, the “Warrants”). Each of the Warrants may be settled, at the Company’s option, in cash or on a net shares basis.

In the event the Company does not exercise any of the Cayman 7 Call Options, Cayman 4 and Cayman 5 may require the Company to exercise and consummate all unexercised Cayman 7 Call Options. If the Company fails to exercise and consummate such Cayman 7 Call Option, Cayman 4 and Cayman 5 may require the Company, through Cayman 7, to sell to Cayman 4 and Cayman 5 all of the equity interests of RAG held by the Company. The Company has guaranteed all of the obligations of Cayman 7 under the Option Agreement, and granted Lion security rights over the equity of RAG against any default by, or change in control of, the Company.

Pursuant to the terms of the Option Agreement, if any issuance of Common Stock pursuant to the Option Agreement would cause Cayman 4, Cayman 5 and their affiliates to breach the Threshold, the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold.

Lion and its affiliates currently exercise voting control over RAG, and for so long as Lion does so, RAG may not make any dividends or distributions on its outstanding equity without the consent of CEDC. Once the Company has paid consideration in the aggregate of $230 million to Lion and its affiliates in connection with the Acquisition, the Company and Lion will govern RAG as a 50/50 joint venture. During that time, RAG may not make any dividends or distributions on its outstanding equity without the consent of both the Company and Lion. Once the Company has paid consideration in the aggregate of $380 million to Lion and its affiliates in connection with the Acquisition, the Company will gain sole management control of RAG. From that time and for so long as Lion is a minority investor in RAG, the Company may make dividends or distributions on its outstanding equity with 30 days’ written notice to Lion, subject to all existing legal and contractual restrictions and certain financial covenant limitations. The value of any dividends paid by RAG, both to the Company and to Lion, will be credited as prepayment of the Company’s payment obligations in connection with the Acquisition, with any accelerated payments being reduced by an 8% per annum discount.

Effects of Inflation and Foreign Currency Movements

Inflation in Poland is projected at 3.2% for 2009, compared to actual inflation of 4.2% in 2008. In Russia and Hungary respectively, the projected inflation for 2009 is at 13.0% and 3.6%, compared to actual inflation of 13.3% and 6.8% in 2008.

Substantially all of Company’s operating cash flows and assets are denominated in Polish Zloty, Russian Ruble and Hungarian Forint. This means that the Company is exposed to translation movements both on its balance sheet and income statement. The impact on working capital items is demonstrated on the cash flow statement as the movement in exchange on cash and cash equivalents. The impact on the income statement is by the movement of the average exchange rate used to restate the income statement from Polish Zloty, Russian Ruble and Hungarian Forint to U.S. Dollars. The amounts shown as exchange rate gains or losses on the face of the income statement relate only to realized gains or losses on transactions that are not denominated in Polish Zloty, Russian Ruble or Hungarian Forint.

Because the Company’s reporting currency is the U.S. Dollar, the translation effects of the fluctuations in the exchange rate have impacted the Company’s financial condition and results of operations and have affected the comparability of our results between financial periods. The exchange rates of our functional currencies used to create our income statement depreciated by approximately 47% over the same period in 2008. The actual period end exchange rate used to create our balance sheet depreciated by approximately 7% as compared to December 31, 2008.

The Polish Zloty and Russian Ruble depreciated by approximately 20% and 16% respectively against the U.S. Dollar in the first quarter of 2009. In the second quarter of 2009 the trend reversed and the Polish Zloty and the Russian Ruble appreciated against the U.S. Dollar by 11% and 9%, respectively. Overall, during the period from December 31, 2008 to June 30, 2009, the Polish Zloty depreciated by approximately 7% against the U.S. Dollar, and the Russian Ruble depreciated by approximately 6% against the U.S. Dollar. Should the Polish Zloty and the Russian Ruble continue to appreciate against the U.S. Dollar, our results of operations may be positively impacted due to an increase in revenue in U.S. Dollar terms from the currency translation effects of that appreciation. This may be partially offset by a similar increase in costs in U.S. Dollar terms. Conversely, should this trend reverse, our results of operating may be negatively impacted due to a decrease in revenue in U.S. Dollar terms from the currency translation effects of that depreciation.

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As a result of the issuance of the Company’s Senior Secured Notes due 2012 of which €245 million in principal amount is currently outstanding, we are exposed to foreign exchange movements. Movements in the EUR-Polish Zloty exchange rate will require us to revalue our liability on the Senior Secured Notes accordingly, the impact of which will be reflected in the results of the Company’s operations. Every one percent movement in the EUR-Polish Zloty exchange rate as compared to the exchange rate applicable on June 30, 2009 will have an approximate $3.5 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company. In order to manage the cash flow impact of foreign exchange changes, the Company previously has entered into certain hedge agreements. In January 2009, the remaining portion of the IRS hedge related to the Senior Secured Notes was closed and written off with a net cash settlement of approximately $1.9 million. As of June 30, 2009, the Company’s subsidiary, Russian Alcohol Group, was part of two hedge transactions. The first is a foreign exchange rate hedge to protect against foreign exchange risk of payments related to term loans of Russian Alcohol Group denominated in U.S. Dollars. The hedge has a fair value as of the acquisition date equal to total premium of $7.4 million and a fair value as of June 30, 2009 of $1.2 million. The second is an interest rate hedge to fix costs related to the term loans denominated in U.S. Dollars with a floating interest rate. Based on the mark to market valuation, the fair value of this hedge as of June 30, 2009 is $1.9 million. Both of these hedges are not qualified for hedging accounting with all changes in fair values at the end of each interim period being recorded as a gain or loss in the statement of income based on the mark to market valuation.

The proceeds of our $310 million Senior Convertible Notes have been on-lent to subsidiaries that have the Polish Zloty as the functional currency. Movements in the USD-Polish Zloty exchange rate will require us to revalue our liability on the Senior Convertible Notes accordingly, the impact of which will be reflected in the results of the Company’s operations. Every one percent movement in the U.S. Dollar-Polish Zloty exchange rate as compared to the exchange rate applicable on June 30, 2009 will have an approximate $2.9 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company.

The effect of having debt denominated in currencies other than the Company’s functional currencies (primarily the Company’s Senior Secured Notes and Senior Convertible Notes) is to increase or decrease the value of the Company’s liabilities on that debt in terms of the Company’s functional currencies when those functional currencies depreciate or appreciate in value, respectively. As the Polish Zloty and Russian Ruble have fallen in value during the three months ended June 30, 2009, the conversion of these U.S. Dollars or Euro liabilities in the subsidiaries of CEDC that have the Polish Zloty or Russian Ruble as their functional currency will require an increased valuation of that liability in the functional currency. This revaluation impacts the Company’s results of operations through the recognition of unrealized non cash foreign exchange rate gains or losses in our results of operations. In the case of the Senior Secured Notes and Senior Convertible Notes the full principal amount is due in 2012 and 2013 respectively; therefore, final local currency obligations will only be recognized then as a realized gain or loss.

Critical Accounting Policies and Estimates

General

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of net sales, expenses, assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

Revenue Recognition

Revenues of the Company include sales of its own produced spirit brands, imported wine, beer and spirit brands as well as other third party alcoholic products purchased locally in Poland, the sale of each of these revenues streams are all processed and accounted for in the same manner. For all of its sources of revenue, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of product has occurred, the sales price charged is fixed or determinable and collectability is reasonably assured. This generally means that revenue is recognized when title to the products are transferred to our customers. In particular, title usually transfers upon shipment to or receipt at our customers’ locations, as determined by the specific sales terms of the transactions.

Sales are stated net of sales tax (VAT) and reflect reductions attributable to consideration given to customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional listing fees and advertising allowances, cash discounts and rebates. Net sales revenue includes excise tax except in the case where the sales are made from the production unit, in which case it is recorded net of excise tax.

Goodwill and Intangibles

Following the adoption of SFAS 141 and SFAS 142, goodwill and certain intangible assets having indefinite lives are no longer subject to amortization. Their book values are tested annually for impairment, or more frequently, if facts and circumstances indicate

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the need. Fair value measurement techniques, such as the discounted cash flow methodology, are utilized to assess potential impairments. The testing is performed at each reporting unit level. In the discounted cash flow method, the Company discounts forecasted performance plans to their present value. The discount rate utilized is the weighted average cost of capital for the reporting unit. US GAAP requires the impairment test to be performed in two stages. If the first stage does not indicate that the carrying values of the reporting units exceed the fair values, the second stage is not required. When the first stage indicates potential impairment, the company has to complete the second stage of the impairment test and compare the implied fair value of the reporting units’ goodwill to the corresponding carrying value of goodwill.

Intangibles are amortized over their effective useful life. In estimating fair value, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings, and other factors. The assumptions used in the estimate of fair value are generally consistent with the past performance of each reporting unit and are also consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment loss for the assets. The fair values calculated have been adjusted where applicable to reflect the tax impact upon disposal of the asset.

In connection with the Bols, Polmos Bialystok, Parliament and Russian Alcohol Group acquisitions, the Company has acquired trademark rights to various brands, which were capitalized as part of the purchase price allocation process. As these brands are well established they have been assessed to have an indefinite life. These trademarks rights will not be amortized; however, management assesses them at least once a year for impairment.

We recorded an impairment charge of $20.3 million during the second quarter of 2009 that included an impairment to the carrying values of our trademarks.

As required by SFAS 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), we tested for impairment our unamortized intangible assets at June 30, 2009, between the required annual tests, because we believed events had occurred and circumstances changed that would more likely than not reduce the fair value of our trademarks and goodwill below their carrying amounts.

We used the income approach to test our trademarks and goodwill for impairments as of June 30, 2009 and we used the same assumptions as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, except for the following adjustments:

• the discount rate for Poland was adjusted from 8.8% to 8.5%;

• the discount rate for Russia was adjusted from 14.2% to 10.2%;

We have tested goodwill for impairment separately for the following reporting units: Vodka Production, Domestic Distribution, Hungary Distribution, Parliament Group, Whitehall Group.

We estimated the growth rates in projecting cash flows for each of our reporting generating unit separately, based on a detailed five year plan related to each reporting unit.

Taking into account current estimations supporting our calculations under current market trends and conditions we believe that no further impairment charge is considered necessary through the date of the accompanying financial statements.

Accounting for Business Combinations

The acquisition of businesses is an important element of the Company’s strategy. Acquisitions made prior to December 31, 2008 were accounted for in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”). Effective January 1, 2009, all business combinations will be accounted for in accordance with SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”).

We account for our acquisitions made in 2008 under the purchase method of accounting in accordance with SFAS 141, Business Combinations, and allocate the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The determination of the values of the assets acquired and liabilities assumed, as well as associated asset useful lives, requires management to make estimates. The Company’s acquisitions typically result in goodwill and other intangible assets; the value and estimated life of those assets may affect the amount of future period amortization expense for intangible assets with finite lives as well as possible impairment charges that may be incurred.

The calculation of purchase price allocation requires judgment on the part of management in determining the valuation of the assets acquired and liabilities assumed.

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The Company has consolidated the Whitehall Group as a business combination, on the basis that the Whitehall Group is a Variable Interest Entity in accordance with FIN 46R, Consolidation of Variable Interest Entities and the Company has been assessed as being the primary beneficiary.

Derivative Instruments

The Company is exposed to market movements from changes in foreign currency exchange rates that could affect the Company’s results of operations and financial condition. In accordance with SFAS 133, Accounting for Derivative Instruments and Hedging Activities, the Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value.

The fair values of the Company’s derivative instruments can change with fluctuations in interest rates and/or currency rates and are expected to offset changes in the values of the underlying exposures. The Company’s derivative instruments are held to hedge economic exposures. The Company follows internal policies to manage interest rate and foreign currency risks, including limitations on derivative market-making or other speculative activities.

At the inception of a transaction the Company documents the relationship between the hedging instruments and hedged items, as well as its risk management objective. This process includes linking all derivatives designated to specific firm commitments or forecasted transitions. The Company also documents its assessment, both at the hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items.

Involvement of the Company in variable interest entities (“VIEs”) and continuing involvement with transferred financial assets.

Whitehall Group

On May 23, 2008, the Company and certain of its affiliates, entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 75% of the economic interests, in the Whitehall Group. In consideration for additional payments made to the seller on February 24, 2009, the Company received an additional 375 Class B shares of Whitehall, which represents an increase of the Company’s economic stake in Whitehall Group from 75% to 80%.

Transfers of Financial Assets

Except for the amount of $7.5 million that was lent at market rates as a working capital by the Company to the Whitehall Group there were no transfers of financial assets to VIE as the Whitehall Group is a self financing body. Including the $7.5 million transfer, the Company does not have any continuing involvement with transferred financial assets that allow the transferors to receive cash flows or other benefits from the assets or requires the transferors to provide cash flows or other assets in relation to the transferred financial assets.

Variable Interest Entities

CEDC consolidated the Whitehall Group as a business combination as of May 23, 2008, on the basis that the Whitehall Group is a Variable Interest Entity (“VIE”) and the Company has been assessed as being the primary beneficiary. Included within the Whitehall Group is a 50/50 joint venture with Möet Hennessy. This joint venture is accounted for using the equity method and is recorded on the face of the balance sheet in investments with minority interest initially recorded at fair value on the face of the balance sheet. The current term of the joint venture is until June 2013 at which point Möet Hennessy will have the option to acquire the remaining shares of the entity.

Based upon the review of Paragraph 4 CEDC management has concluded that its interest in Peulla Enterprises, the special purpose vehicle (“SPV”), being a Cyprus company in which CEDC has 49.9% voting power, would not fall under any of scope exceptions. Therefore CEDC has evaluated whether the SPV is a variable interest entity under the provisions of paragraph 5 and thus the SPV subject to consolidation accounting.

In determining the accounting treatment if the Whitehall Group is a VIE and needs to be consolidated by CEDC, we considered the conditions outlined in Paragraphs 5 (a), (b), or (c) of FIN 46R.

• Paragraph 5(a)—Equity Investment at Risk—We concluded that the SPV would not meet the requirement of a VIE based upon paragraph 5(a) as the interest would be classified as equity under US GAAP, the at risk equity is sufficient to permit the entity to finance its activities. Neither equity holder will provide any additional material capital into the SPV. The SPV will be utilized solely as a holding company with its economics determined by the underlying Whitehall Group.

• Paragraph 5(b)—Controlling Financial Interests—Both shareholders, Mark Kaoufman acting through a Jersey trust (“the Trust”) and CEDC, are able to direct the activities and operations of the Whitehall Group through their roles on the Board

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of Directors and their responsibilities for selection of executive level officers. However, the ultimate obligation to absorb losses of the entity or right to receive the residual benefits will lie with CEDC at the time the put/call term ends. Should the business not perform, the Trust will have the right to put his shares to CEDC with a pre-agreed floor on the value of the put option. Thus the Company is at risk of absorbing a greater portion of losses upon the Trust’s exit than the Trust itself. Conversely at the end of the term, CEDC can call and if the business has over performed, the amount paid to the Trust on the call is capped at a pre-agreed amount. As such, because the Trust is both limited in its losses and returns through the terms of the put/call with caps and floors, this criterion is met and would cause Whitehall Group to be considered a VIE.

• Paragraph 5(c)—Disproportionate Voting Rights—The voting rights of the Trust and CEDC (50.1% and 49.9%) are not proportionate to their economic interests (20% and 80%). In this structure, it appears CEDC has disproportionately fewer voting rights in relation to its economic rights.

Further, the below activities of the entity that are more closely associated with the activities of CEDC, thereby having substantially of the entity’s activities conducted on its behalf. As CEDC has disproportionately fewer rights while substantially all of Whitehall Group’s activities are for CEDC, this would indicate that Whitehall Group lacks characteristic:

• The operations of Whitehall Group are substantially similar in nature to the activities of CEDC;

• CEDC has a call option to purchase the interests of the other investors in the entity;

• The Trust has an option to put his interests to CEDC.

Both the Trust and CEDC are precluded from transferring its interests in the SPV to any third-party without consent from the other party. Transfers are subject to an absolute other party discretion standard, other than limited permitted transfers (i.e., to affiliates). As such, it appears a de facto relationship exists.

The primary factor to be considered here is the design and intent of the variable interest entity. The SPV that holds the Whitehall Group and the related shareholders agreement were created with the clear intent to maximize the financial exposure that CEDC has to the Whitehall Group business and to ultimately allow CEDC to take full control of the business in 2013. CEDC bears the greatest level of economic share of the entities performance, both in terms of profit allocation (80%) and valuation of the put/call option at the end with a clear floor and cap on payment. The put/call structure in place provide near assurance that at the end of the term CEDC will take full ownership of the business. Should the business perform at or above plan, CEDC valuation is capped therefore would elect to call, and should the business under perform, the Trust will put the shares receiving the guaranteed minimum valuation.

Russian Alcohol Group

On April 24, 2009, the Company entered into new agreements with Lion, to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion (the “Acquisition”), including a Note Purchase and Share Subscription Agreement between the Company, Carey Agri, Cayman 2, and Cayman 5. For further details on the whole structure of this acquisition please refer to Note 3 of the accompanying financial statements attached herein.

At the lowest level of the existing structure, all of the Russian Alcohol Group companies up to the level of Lion/Rally Lux1 are consolidated based on the fact that these are 100% wholly-owned companies. Therefore, we have evaluated and considered Cayman 7 as a variable interest entity for CEDC in the structure.

Transfers of Financial Assets

There were no transfers of financial assets to a VIE as the Russian Alcohol Group is a self financing body. The Company does not have any continuing involvement with transferred financial assets that allow the transferors to receive cash flows or other benefits from the assets or requires the transferors to provide cash flows or other assets in relation to the transferred financial assets.

Variable Interest Entities

Cayman 7 is a company in which Cayman 2 and CEDC are the sole limited partners and an affiliate of Lion is the general partner. CEDC has 100% of the economic interests in Cayman 7, but Lion retains control of Cayman 7 through Cayman 2’s ownership of a single voting share with de minimis economic rights (the “Golden Share”) but voting control of Cayman 7. As Cayman 7 has the right to call capital from CEDC to settle obligations under the Option Agreement, CEDC has evaluated whether Cayman 7 is a variable interest entity under the provisions FIN 46(R).

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Based upon the review of Paragraph 4 CEDC’s management has concluded that its direct interest in Cayman 7, as well as its indirect interest through Carey Agri and Cayman 2, would not fall under any of these scope exceptions. Therefore CEDC has evaluated whether Cayman 7 is a variable interest entity under the provisions of Paragraph 5 of FIN 46(R) and thus subject to consolidation accounting.

In determining the accounting treatment if Cayman 7 and, effectively, the whole Russian Alcohol Group is a VIE and needs to be consolidated by CEDC, we considered the conditions outlined in Paragraphs 5 (a), (b), or (c) of FIN 46R.

• Paragraph 5(a)—Equity Investment at Risk— We concluded that as the contribution made by Cayman 2 was the only one that required substantial investment, Cayman 2 should be defined as having its equity at risk. Moreover as Cayman 7 is not able to finance its operations without funds received from CEDC, we believe that Cayman 7 would meet the requirement of a VIE based upon paragraph 5(a).

• Paragraph 5(b)—Controlling Financial Interests— CEDC concluded that the equity investment at risk does not meet the last item in paragraph 5(b) as all dividends from the business are passed to CEDC with CEDC not having its equity investment at risk. These dividends then reduce CEDC’s payment obligations to Lion (if dividends paid to CEDC by RAG exceed the call option price, Lion has to return the excess as CEDC’s call option obligations have been met). However, Lion is not entitled to receive any dividends from Cayman 7 directly as CEDC has 100% of the economic interests, with Lion having voting control through voting rights. Therefore we believe that paragraph 5(b) would cause Cayman 7 to be treated as a VIE.

• Paragraph 5(c)—Disproportionate Voting Rights— We believe that both criteria, including lack of voting rights and the requirement that substantially all activities of Cayman 7 involve or are conducted on behalf of CEDC (as Cayman 7 is a company created solely to facilitate CEDC’s funding of the exercise of call options to purchase shares of Cayman 6), we believe that this would require Cayman 7 to be treated as a VIE.

The conclusion of CEDC management is that Cayman 7, including its interest in Cayman 6 and indirectly in RAG, is a VIE. CEDC, as the party most closely associated with Cayman 7 receiving all economic benefits from RAG thorough the chain of subsidiaries, would be considered the primary beneficiary of Cayman 7 and must therefore consolidate Cayman 7 together with all of RAG as a business combination under FAS 141R.

Share Based Payments

As of January 1, 2006, the Company adopted SFAS No. 123(R) “Share-Based Payment” requiring the recognition of compensation expense in the Condensed Consolidated Statements of Income related to the fair value of its employee share-based options. SFAS No. 123(R) revises SFAS No. 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. SFAS No. 123(R) is supplemented by SEC Staff Accounting Bulletin (“SAB”) No. 107 “Share-Based Payment”. SAB No. 107 expresses the SEC staff’s views regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations including the valuation of share-based payments arrangements.

Grant-date fair value of stock options is estimated using a lattice-binomial option-pricing model. We recognize compensation cost for awards over the vesting period. The majority of our stock options have a vesting period between one to three years.

See Note 18 to our Consolidated Financial Statements for more information regarding stock-based compensation.

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162” (the “Codification”). The Codification will become the single source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. The Codification will supersede then-existing accounting and reporting standards such as FASB Statements, FASB Staff Positions (“FSP”) and Emerging Issue Task Force Abstracts. The Codification is effective for financial statements issued for interim and annual periods ended after September 15, 2009. In future filings, the Codification will impact only our financial statement reference disclosures, and does not change application of GAAP.

On June 12, 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 is a revision to FIN 46(R) and changes how a company determines whether an entity should be consolidated when such entity is insufficiently capitalized or is not controlled by the company through voting (or similar rights). The determination of whether a company is required to consolidate an entity is based on, among other things, the

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entity’s purpose and design and the company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 retains the scope of FIN 46(R) but added entities previously considered qualifying special purpose entities, or QSPEs, since the concept of these entities is eliminated in SFAS 166. SFAS 167 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the adoption of SFAS 167 to have a significant effect on its consolidated financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“FAS 165”). FAS 165 sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FAS 165 is effective for our second quarter of 2009 and has not had a material impact on our Consolidated Financial Statements. In that regard, we have performed an evaluation of subsequent events through August 10, 2009, which is the date the financial statements were issued.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance is effective for interim reporting periods ending after June 15, 2009. The adoption of FSP FAS 115-2 and FAS 124-2 did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” This staff position requires disclosures about the fair value of financial instruments whenever a public company issues financial information for interim reporting periods. This staff position is effective for interim reporting periods ending after June 15, 2009. We adopted this staff position upon its issuance, and it had no material impact on the Company’s consolidated financial statements.

In December 2008, the FASB issued FSP SFAS No. 132R-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP SFAS 132R-1”) which significantly expands the disclosures required by employers for postretirement plan assets. The FSP requires plan sponsors to provide extensive new disclosures about assets in defined benefit postretirement benefit plans as well as any concentrations of associated risks. In addition, the FSP requires new disclosures similar to those in SFAS No. 157, “Fair Value Measurements”, in terms of the three-level fair value hierarchy. The disclosure requirements are annual and do not apply to interim financial statements and are required by us in disclosures related to the year ended December 31, 2009. We do expect the adoption of FSP SFAS 132R-1 to result in additional annual financial reporting disclosures and we are continuing to assess the potential effects of this pronouncement.

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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our operations are conducted primarily in Poland and Russia and our functional currencies are primarily the Polish Zloty, Hungarian Forint and Russian Ruble and the reporting currency is the U.S. Dollar. Our financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, inventories, bank loans, overdraft facilities and long-term debt. All of the monetary assets represented by these financial instruments are located in Poland. Consequently, they are subject to currency translation movements when reporting in U.S. Dollars.

If the U.S. Dollar increases in value against the Polish Zloty, Russian Ruble or Hungarian Forint, the value in U.S. Dollars of assets, liabilities, revenues and expenses originally recorded in Polish Zloty, Russian Ruble or Hungarian Forint will decrease. Conversely, if the U.S. Dollar decreases in value against the Polish Zloty, Russian Ruble or Hungarian Forint, the value in U.S. Dollars of assets, liabilities, revenues and expenses originally recorded in Polish Zloty, Russian Ruble or Hungarian Forint will increase. Thus, increases and decreases in the value of the U.S. Dollar can have a material impact on the value in U.S. Dollars of our non-U.S. Dollar assets, liabilities, revenues and expenses, even if the value of these items has not changed in their original currency.

The Polish Zloty and Russian Ruble have depreciated against the U.S. Dollar as compared to the prior year. Should this trend continue, our results of operations may be negatively impacted due to a reduction in revenue in U.S. Dollar terms from the currency translation effects of that depreciation. This may be partly offset by a similar decrease in costs in U.S. Dollar terms. Conversely if the trend reverses our results of operations may be positively impacted due to an increase in revenue in U.S. Dollar terms from the currency translation effects of that appreciation.

Our commercial foreign exchange exposure mainly arises from the fact that substantially all of our revenues are denominated in our functional currencies (Polish Zloty, Russian Ruble, and Hungarian Forint), our Senior Secured Notes are denominated in Euros and our Senior Convertible Notes are denominated in US Dollars. This debt has been on-lent to the operating subsidiary level in Poland, thus exposing the Company to movements in the EUR/Polish Zloty and USD/Polish Zloty exchange rate. Every one percent movement in the EUR-Polish Zloty exchange rate will have an approximate $3.5 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company. Every one percent movement in the USD-Polish Zloty exchange rate will have an approximate $2.9 million change in the valuation of the liability with the offsetting pre-tax gain or losses recorded in the profit and loss of the Company.

As a result of the remaining outstanding €245.44 million Senior Secured Notes and our $310 million of Senior Convertible Notes which have been on-lent to Polish Zloty operating companies, we are exposed to foreign exchange movements. Movements in the EUR/Polish Zloty and USD/Polish Zloty exchange rate will require us to revalue our liability accordingly, the impact of which will be reflected in the results of the Company’s operations.

In order to manage the cash flow impact of foreign exchange changes, the Company is part of certain hedge agreements. In January 2009, the remaining portion of the IRS hedge related to the Senior Secured Notes was closed and written off with a net cash settlement of approximately $1.9 million. As of June 30, 2009, the Company’s subsidiary, Russian Alcohol Group, was part of two hedge transactions. The first is a foreign exchange rate hedge to protect against foreign exchange risk of payments related to term loans of Russian Alcohol Group denominated in U.S. Dollars. The hedge has a fair value as of the acquisition date equal to total premium of $7.4 million and a fair value as of June 30, 2009 of $1.2 million. The second is an interest rate hedge to fix costs related to the term loans denominated in U.S. Dollars with a floating interest rate. Based on the mark to market valuation, the fair value of this hedge as of June 30, 2009 is $1.9 million. Both of these hedges are not qualified for hedging accounting with all changes in fair values at the end of each interim period being recorded as a gain or loss in the statement of income based on the mark to market valuation.

The effect of having debt denominated in currencies other than the Company’s functional currencies (as the Company’s Senior Secured Notes and Senior Convertible Notes or the Russian Alcohol Group’s credit facilities are) is to increase the value of the Company’s liabilities on that debt in terms of the Company’s functional currencies when those functional currencies depreciate in value. As the Polish Zloty and Russian Ruble have changed in value in recent months, the value of the Company’s liabilities on the Senior Secured Notes, Senior Convertible Notes and the Russian Alcohol Group credit facilities has also changed, which impacts the Company’s results of operations through the recognition of significant non cash unrealized foreign exchange rate gains or losses.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934) refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Based upon the evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Inherent Limitations in Internal Control over Financial Reporting. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, the Company’s disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.

Changes to Internal Control over Financial Reporting. The Chief Executive Officer and the Chief Financial Officer conclude that, during the most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its annual meeting of stockholders on April 30, 2009. At the meeting, directors were elected and the Company’s selection of independent public auditors for the 2009 fiscal year was ratified.

The votes cast for, against and withheld for each nominee for director were as follows:

Nominees	FOR	AGAINST	WITHHOLD AUTHORITY TO VOTE
William. V Carey	37,535,064	0	2,097,854
David Bailey	28,985,116	0	10,647,802
N. Scott Fine	38,078,858	0	1,554,060
Marek Forysiak	39,268,294	0	364,624
Robert Koch	38,072,775	0	1,560,143
Jan W. Laskowski	28,972,018	0	10,660,900
Markus Sieger	37,931,134	0	1,701,784
Sergey Kupriyanov	37,670,288	0	1,962,630

The selection of independent public auditors was ratified by a vote of 39,493,180 in favor and 108,622 votes against with 31,682 votes abstaining and no broker non-votes.

ITEM 6. EXHIBITS

(a) Exhibits

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Exhibit Number	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation (Filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006 and incorporated herein by reference).
3.2	Amended and Restated Bylaws (filed as Exhibit 99.3 to the Periodic Report on Form 8-K filed with the SEC on May 3, 2006 and incorporated herein by reference).
4.1*	Registration Rights Agreement, dated May 7, 2009, between Central European Distribution Corporation, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
4.2*	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4.
4.3*	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5.
4.4*	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4.
4.5*	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5.
4.6*	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4.
4.7*	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5.
10.1*	Senior Facilities Agreement, dated July 10, 2008, among Pasalba Ltd, Nowdo Limited, the Original Guarantors, Goldman Sachs International, Bank Austria Creditanstalt AG, ING Bank N.V., London Branch, Raiffeisen Zentralbank Oesterreich AG, the Original Lenders, The Law Debenture Trust Corporation p.l.c. and the Issuing Bank.
10.2*	Intercreditor Deed, dated July 10, 2008, between Lion/Rally Lux 2 S.A. R.L., Lion/Rally Lux 3 S.A. R.L., Pasalba Ltd, Nowdo Limited, Raiffeisen Zentralbank Oesterreich AG, The Law Debenture Trust Corporation p.l.c., the Issuing Bank, the Original Senior Lenders, the Original Intragroup Creditors, the Original Intragroup Debtors, the Original Hedge Provider, the Original Obligors, the Senior Lenders, the Intragroup Creditors, the Intragroup Debtors and the Hedge Providers.
10.3*	Deed of Amendment, dated December 23, 2008, in respect of a Senior Facilities Agreement, Deed of Guarantee and Covenants and Intercreditor Deed, each dated July 10, 2008, between (among others) Pasalba Ltd, Nowdo Limited, Goldman Sachs International, Unicredit Bank Austria AG, ING Bank N.V., London Branch and Raiffeisen Zentralbank Oesterreich AG.
10.4	Note Purchase and Share Sale Agreement, dated April 24, 2009, between Central European Distribution Corporation, Carey Agri International – Poland Sp. z o.o., Lion/Rally Cayman 2 and Lion/Rally Cayman 5 (filed as Exhibit 10.1 to the Periodic Report on Form 8-K filed with the SEC on April 30, 2009 and incorporated herein by reference).
10.5	Commitment Letter, dated April 24, 2009, between Central European Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4 and Lion/Rally Cayman 5 (filed as Exhibit 10.2 to the Periodic Report on Form 8-K filed with the SEC on April 30, 2009 and incorporated herein by reference).
10.6*	Option Agreement, dated May 7, 2009, between Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5 and Lion/Rally Cayman 7 L.P.
10.7*	Governance and Shareholders Agreement, dated May 7, 2009, among Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5, Lion/Rally Cayman 6, Lion/Rally Cayman 7 L.P. and Lion/Rally Cayman 8.
10.8	Letter of Undertaking, dated April 24, 2009, between Central European Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4 and Lion/Rally Cayman 5 (filed as Exhibit 10.5 to the Periodic Report on Form 8-K filed with the SEC on April 30, 2009 and incorporated herein by reference).
31.1*	Certificate of the CEO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
31.2*	Certificate of the CFO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
32.1*	Certification of the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit Number	Exhibit Description
32.2*	Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

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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 thereunto duly authorized.

	CENTRAL EUROPEAN DISTRIBUTION CORPORATION
	(registrant)
Date: August 10, 2009	By:	/s/ William V. Carey
		William V. Carey
		President and Chief Executive Officer
Date: August 10, 2009	By:	/s/ Chris Biedermann
		Chris Biedermann
		Vice President and Chief Financial Officer

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EX-4.1

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated as of May 7, 2009 (this “Agreement”), is between (i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware corporation (the “Company”), (ii) Lion/Rally Cayman 4, a company incorporated in the Cayman Islands (“Cayman 4”) and (iii) Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (“Cayman 5”).

WHEREAS, on the date hereof, the Shareholders are entitled to be issued the number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) pursuant to (i) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and Cayman 5 (the “Note Purchase Agreement”), (ii) the Option Agreement, dated May 7, 2009, between the Company, Cayman 4, Cayman 5, Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership, and Lion/Rally Cayman 6, a company incorporated in the Cayman Islands (“Cayman 6” and such agreement, the “Option Agreement”) and (iii) the exercise of certain warrants to be issued to Cayman 4 and Cayman 5 within 30 days of the date hereof, pursuant to the terms of the Option Agreement (the “Warrants”).

WHEREAS, the shares of Common Stock to be 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 will 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:

“100% Affiliate” means, with respect to a Shareholder, an Affiliate (i) that directly or indirectly owns one hundred per cent. of the securities of such Shareholder, (ii) one hundred per cent. of whose securities are directly or indirectly owned by such Shareholder, or (iii) one hundred per cent. of whose securities are directly or indirectly owned by an Affiliate that directly or indirectly owns one hundred per cent. of the securities of such Shareholder.

“Affiliate” means, with respect to any party, any other party that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such first party.

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“Business Day” means any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

“Cayman 6” has the meaning set forth in the recitals.

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

“Common Stock” has the meaning set forth in the recitals.

“Control” means, as to any party, the power to direct or cause the direction of the management and policies of such party, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “under common Control with” shall be construed accordingly.

“Deferred Shares” means the Trailing Deferred Shares and the Leading Deferred Shares, collectively.

“Demand Registration” means any Leading Demand Registration or Trailing Demand Registration.

“Derivative Transaction” has the meaning set forth in Section 9.1(e)(ii).

“Effective Registration Statement” has the meaning set forth in Section 2.2(d).

“Excess Securities” has the meaning set forth in Section 2.2(d).

“Equity Interest” means:

(a) with respect to a company, any and all shares of capital stock;

(b) with respect to a partnership, limited liability company, trust, or similar Person, any and all units, interests or other partnership or limited liability company interests; and

(c) any other direct equity ownership or participation in a Person.

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

“Fair Market Value” means, with respect to a particular date, the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Shareholders) having engaged an independent appraiser in such regard.

“Final Discharge Date” has the meaning given in the Option Agreement.

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“Initial Cash Amount” has the meaning given in the Option Agreement.

“Leading Deferred Shares” has the meaning set forth in Section 2.11(c).

“Leading Demand Registration” has the meaning set forth in Section 2.2(c).

“Leading Tranche” means any of Tranche 1, Tranche 6, Tranche 7, Tranche 8, Tranche 9 and Tranche 10.

“Losses” has the meaning set forth in Section 6.1.

“Misstatement/Omission” has the meaning set forth in Section 6.1.

“Note Purchase Agreement” has the meaning set forth in the recitals.

“Option Agreement” has the meaning set forth in the recitals.

“Parent” means, with respect to any Person, any such other Person that owns, directly or indirectly, fifty per cent. or more of the outstanding capital stock or other Equity Interests of such Person, and in the case of a Shareholder, any of the direct or indirect ultimate beneficial holders of fifty percent or more of the outstanding shares of such Shareholder and any immediate family member thereof.

“Owned Shares” has the meaning set forth in Section 2.10.

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

“Piggyback Registration” has the meaning set forth in Section 3.1.

“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 to be issued to the Shareholders in connection with the Note Purchase Agreement and/or the Option Agreement, (ii) the shares of Common Stock to be issued to the Shareholders in connection with the exercise of the Warrants, (iii) 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 clauses (i) or (ii) above, and (iv) any Common Stock issued by way of a stock split of the Common Stock referred to in clauses (i), (ii) or (iii) 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 this Agreement and either (1) such shares of Common Stock have been disposed of under such registration statement, or (2) the one-year anniversary of the effectiveness of such registration statement has occurred, (B) such shares of Common Stock shall have been sold or otherwise

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distributed pursuant to Rule 144 (or any successor provision) under the Securities Act, (C) such shares of Common Stock are Transferred in accordance with Section 9.1, are first transferable under Rule 144 without limitation or are otherwise no longer held by the Shareholders, or (D) such shares of Common Stock shall have ceased to be outstanding. Notwithstanding anything in the preceding sentence to the contrary, shares of Common Stock that cease to be Registrable Securities pursuant to the preceding sentence shall remain subject to Sections 9.1 and 9.2 of this Agreement until (i) a registration statement with respect to the sale of such shares of Common Stock shall have become effective under the Securities Act and such shares of Common Stock have been disposed under such registration statement, or (ii) such shares of Common Stock shall have been sold or otherwise distributed pursuant to Rule 144 (or any successor provision) under the Securities Act.

“Registered Public Offering” has the meaning set forth in Section 4.1(a).

“Registration Expenses” means all registration, qualification, transfer agents and registrars, 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, but excluding all underwriting discounts and selling commissions applicable to the registration and sale of Registrable Securities pursuant to this Agreement.

“Relevant Registrable Securities” has the meaning set forth in Section 4.1(b)(i)(A).

“Rule 200” means Rule 200 of Regulation SHO of the Exchange Act.

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

“Shareholder” or “Shareholders” means individually or collectively, as applicable: (i) Cayman 4 and Cayman 5; (ii) a Person who owns Registrable Securities pursuant to a transfer of such Registrable Securities that meets the terms and conditions set forth in Article IX hereof and who has agreed to be bound by the terms of this Agreement; (iii) upon the death of such Shareholder, the executor of such Shareholder or such Shareholder’s heirs, devisees, legatees or assigns; or (iv) upon the disability of any Shareholder, any guardian or conservator of such Shareholder.

“Shareholder Indemnified Parties” has the meaning set forth in Section 6.1.

“Substantial Shareholder Threshold” has the meaning given to it in the Option Agreement.

“Trailing Deferred Shares” has the meaning set forth in Section 2.11(b).

“Trailing Demand Registration” has the meaning set forth in Section 2.1.

“Trailing Tranche” means any of Tranche 2, Tranche 3, Tranche 4 and Tranche 5.

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“Tranche” means any of Tranche 1, Tranche 2, Tranche 3, Tranche 4, Tranche 5, Tranche 6, Tranche 7, Tranche 8, Tranche 9 and Tranche 10.

“Tranche 1” means those shares of Common Stock actually issued to Cayman 4 and Cayman 5 pursuant to Section 5.2.1(a) of the Option Agreement.

“Tranche 2” means those shares of Common Stock actually issued to Cayman 4 and Cayman 5 pursuant to Section 5.2.1(b) of the Option Agreement.

“Tranche 3” means those shares of Common Stock actually issued pursuant to the exercise of those Warrants exercisable on May 31, 2011.

“Tranche 4” means (i) those shares of Common Stock actually issued to Cayman 4 and Cayman 5 pursuant to Section 5.2.1(c) of the Option Agreement and (ii) those shares of Common Stock actually issued pursuant to the exercise of those Warrants exercisable on May 31, 2012.

“Tranche 5” means those shares of Common Stock actually issued pursuant to the exercise of those Warrants exercisable on May 31, 2013.

“Tranche 6” means those shares of Common Stock actually issued to Cayman 5 pursuant to paragraph 5.2 of the Note Purchase Agreement.

“Tranche 6 Demand Registration” has the meaning set forth in Section 2.2(a).

“Tranche 7” means those shares of Common Stock actually issued to Cayman 5 pursuant to paragraph 5.4 of the Note Purchase Agreement.

“Tranche 7 Demand Registration” has the meaning set forth in Section 2.2(b).

“Tranche 8” means those shares of Common Stock actually issued to Cayman 4 and/or Cayman 5 pursuant to Section 8.2.1(a) of the Option Agreement.

“Tranche 9” means those shares of Common Stock actually issued to Cayman 4 and/or Cayman 5 pursuant to Section 8.2.1(b) of the Option Agreement.

“Tranche 10” means those shares of Common Stock actually issued to Cayman 4 and/or Cayman 5 pursuant to Section 8.2.1(c), (d) or (e) of the Option Agreement.

“Transaction Document” has the meaning given to it in the Option Agreement.

“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.

“Ultimate Parent” means, in relation to any Person, any Parent of such Person who is not a subsidiary of another Person.

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“Underwritten Primary Offering” has the meaning set forth in Section 4.1(a).

“Unregistered Securities” has the meaning set forth in Section 2.2(d).

“Warrants” has the meaning set forth in the recitals.

ARTICLE II

DEMAND REGISTRATION

2.1 Trailing Demand Registration. With respect to any Trailing Tranche, the Shareholders may 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 relating to any Trailing Tranche, but such request may be made only after the Registrable Securities relating to such Trailing Tranche have been issued (a “Trailing Demand Registration”). Upon the Company’s receipt of a request for a Trailing Demand Registration, subject to the restrictions contained herein, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission as promptly as practicable after receiving such request and after the Shareholders have complied with their obligations under Section 7.1 hereof and shall use its reasonable best efforts to cause such registration statement to be declared effective as promptly as practicable after the making of such filing and in accordance with Article V hereof.

2.2 Leading Demand Registration.

(a) With respect to Tranche 6, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission to register under the Securities Act that number of Registrable Securities that the Company reasonably believes, after consultation with the Shareholders, will be sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 6 requested by the Shareholders to be included in such registration statement (provided, that the Company may revise, after consultation with the Shareholders, that number by filing pre-effective amendments to such registration statement to the extent the Company reasonably deems necessary and sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 6 requested by the Shareholders to be included in such registration statement), which registration statement shall be filed as promptly as practicable after the date of the Note Purchase Agreement and after the Shareholders have complied with their obligations under Sections 2.9 and 7.1 hereof (a “Tranche 6 Demand Registration”). Upon making any filing relating to a Tranche 6 Demand Registration, the Company shall use its reasonable best efforts to cause such registration statement to be declared effective and to cause the Registrable Securities relating to such Tranche 6 Demand Registration to be registered under the Securities Act, in each case as promptly as practicable after the making of such filing and in accordance with Article V below. If on August 14, 2009 the Registrable Securities relating to Tranche 6 have not been issued, the Shareholders may make a written request to the Company requesting that the Company issue the Registrable Securities relating to Tranche 6 (as contemplated by Clause 6.1 of the Note Purchase Agreement) and register under the Securities Act all or any part of such Registrable Securities, whereupon the Company shall comply with the provisions set out in Section 2.1 above as if such Registrable Securities relate to a Trailing Tranche.

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(b) With respect to Tranche 7, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission to register under the Securities Act that number of Registrable Securities that the Company reasonably believes, after consultation with the Shareholders, will be sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 7 plus the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case requested by the Shareholders to be included in such registration statement (provided, that the Company may revise, after consultation with the Shareholders, that number by filing pre-effective amendments to such registration statement to the extent the Company reasonably deems necessary and sufficient to register the number of Registrable Securities that will be issued in connection with Tranche 7 requested by the Shareholders to be included in such registration statement), which registration statement shall be filed as promptly as practicable after the Shareholders have complied with their obligations under Section 2.9 and 7.1 hereof (a “Tranche 7 Demand Registration”). Upon making any filing relating to a Tranche 7 Demand Registration, the Company shall use its reasonable best efforts to cause such registration statement to be declared effective and to cause the Registrable Securities relating to such Tranche 7 Demand Registration to be registered under the Securities Act, in each case as promptly as practicable after the making of such filing and in any event within ten Business Days following August 14, 2009 and in accordance with Article V below. If on August 28, 2009 the Registrable Securities relating to Tranche 7 have not been issued, the Shareholders may make a written request to the Company requesting that the Company issue the Registrable Securities relating to Tranche 7 (as contemplated by Clause 6.2 of the Note Purchase Agreement) and register under the Securities Act all or any part of such Registrable Securities, whereupon the Company shall comply with the provisions set out in Section 2.1 above as if such Registrable Securities relate to a Trailing Tranche.

(c) With respect to each of (i) Tranche 8, Tranche 9 and/or Tranche 10, to the extent that the Company intends to elect to issue any Registrable Securities in connection with any such Tranche pursuant to the terms and conditions of Section 8.2.1 of the Option Agreement and (ii) Tranche 1, the Company shall, in accordance with Article V below, file a registration statement under the Securities Act with the Commission to register under the Securities Act that number of Registrable Securities that the Company reasonably believes, after consultation with the Shareholders, will be sufficient to register the number of Registrable Securities that will be issued in connection with such Tranche plus the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case requested by the Shareholders to be included in such registration statement (provided, that the Company may revise, after consultation with the Shareholders, that number by filing pre-effective amendments to such registration statement to the extent the Company reasonably deems necessary and sufficient to register the number of Registrable Securities that will be issued in connection with such Tranche requested by the Shareholders to be included in such registration statement), but only to the extent the Shareholders shall have complied with their obligations under Section 2.9 and 7.1 hereof, in each case no less than 90 days prior to the date the Registrable Securities relating to such Tranche are to be issued (each such registration, together with the Tranche 6 Demand Registration and the Tranche 7 Demand Registration, a “Leading

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Demand Registration”) and shall use its reasonable best efforts to cause such registration statement to be declared effective and to cause the Registrable Securities relating to such Leading Demand Registration to be registered under the Securities Act, in each case, as promptly as practicable after the making of such filing in accordance with Article V below and in any event prior to the issuance of such Tranche in accordance with the Option Agreement.

(d) In the event that in connection with any Leading Demand Registration, the number of Registrable Securities included in a registration statement which has been declared effective by the Commission (the “Effective Registration Statement”) is less than aggregate of (i) the total number of outstanding Registrable Securities relating to the Leading Tranche in respect of which such Leading Demand Registration is being effected and (ii) the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case, requested by the Shareholders to be included in such Leading Demand Registration (such Registrable Securities not so included, the “Unregistered Securities”), the Company shall promptly file a post-effective amendment to such Effective Registration Statement to increase the number of Registrable Securities included in such Effective Registration Statement by the total number of all such Unregistered Securities; provided, that in the event such post-effective amendment has not become effective within seven Business Days from the effective date of the Effective Registration Statement, then the Company shall, at the Shareholders’ election, either (x) promptly pay to the Shareholders an amount in cash equal to the Fair Market Value on the issue date of the Unregistered Securities held by them, at which time the Shareholders shall deliver to the Company the Unregistered Securities, or (y) use its reasonable best efforts to cause such post-effective amendment to be declared effective as promptly as practicable after the making of such filing and in accordance with Article V below, provided that the Company shall have no obligation under clause (x) of this sentence unless the Shareholders hold an aggregate of no more than 100,000 Unregistered Securities. In the event that in connection with any Leading Demand Registration, the number of Registrable Securities included in an Effective Registration Statement exceeds the aggregate of (A) the total number of outstanding Registrable Securities relating to the Leading Tranche in respect of which such Leading Demand Registration is being effected and (B) the number of any other Registrable Securities issued in a prior Tranche and not included in any other registration statement, in each case, requested by the Shareholders to be included in such Leading Demand Registration (such excess, the “Excess Securities”), the Company may file a post-effective amendment to such Effective Registration Statement to de-register such Excess Securities.

2.3 Number of Demand Registrations. The Shareholders shall be entitled to request one Demand Registration per Tranche. Notwithstanding anything to the contrary herein, the Shareholders may make a written request to the Company that any Registrable Securities relating to a prior Tranche which (i) have not yet been included in any registration statement pursuant to any other Demand Registration or (ii) have ceased to be Registrable Securities upon the one-year anniversary of the effectiveness of the registration statement covering such Registrable Securities be included in any subsequent Demand Registration so long as the Shareholders make such written request to the Company at the time the Shareholders give the Company notice of such subsequent Demand Registration, whereupon the Company will include such Registrable Securities in such subsequent Demand Registration in accordance with the provisions of Section 2.1 or Section 2.2(b) or (c), as the case may be.

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2.4 Expenses. With respect to a Demand Registration, the Company shall bear sole responsibility for all Registration Expenses incurred in connection with such Demand Registration.

2.5 Underwriting. If the Shareholders intend to distribute the Registrable Securities covered by their request for a Demand Registration by means of an underwriting, then the Shareholders shall so advise the Company as a part of such request. In such case, the Shareholders shall negotiate with an underwriter selected by them (which managing underwriter shall be an internationally recognized financial institution experienced in securities offerings registered under the Securities Act) and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested registration. The right of the Shareholders to include such Registrable Securities in such registration shall be conditioned upon (i) the Shareholder’s participation in such underwriting and the inclusion of such Shareholder’s Registrable Securities to which such request for a Demand Registration relates in the underwriting (unless otherwise agreed by a majority in interest of the Shareholders requesting such registration), (ii) the entry of the participating Shareholders (together with the Company and other holders distributing their securities through such underwriting) into an underwriting agreement in customary form reasonably acceptable to the Shareholders with the underwriter or underwriters selected for such underwriting, and (iii) the completion and execution by the participating Shareholders of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements. If any participating Shareholder disapproves of the terms of the underwriting, such Shareholder may elect to withdraw all of its Registrable Securities by written notice to the Company, the managing underwriter and the other Shareholders; provided, that, subject to Section 2.6 hereof, such registration shall be counted as a Demand Registration for the purposes of calculating the remaining number of Demand Registrations to which the Shareholders are entitled pursuant to this Section 2.5. The securities so withdrawn shall also be withdrawn from registration.

2.6 Shareholder Withdrawal. Shareholders may, at any time prior to the effective date of the registration statement in respect of a Trailing Demand Registration, revoke such Trailing Demand Registration by providing a written notice to the Company to such effect, and such revoked Trailing Demand Registration shall not be deemed to be a Demand Registration pursuant to this Article II; provided, that only one Trailing Demand Registration may be revoked pursuant to this Section 2.6.

2.7 Registration on Form S–3. If, at the time of delivery of a request for a Demand Registration to the Company, 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 reasonable best efforts to effect the Demand Registration on Form S–3 or any successor thereto.

2.8 Priority for Demand Registrations. Notwithstanding any other provision of this Article II, if the managing underwriter advises the Company 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 Shareholders, 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

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respective Shareholders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Shareholder. The first time the Shareholders are prohibited from registering all of the Registrable Securities requested to be included in such registration because of reductions required by this Section 2.8, the Shareholders shall not be deemed to have exercised a Demand Registration. Any subsequent Demand Registration that is required to be reduced pursuant to this Section 2.8 will, however, be deemed to be a properly exercised Demand Registration.

2.9 Deferral of Registration.

(a) In connection with a Leading Demand Registration, the Shareholders shall provide to the Company (i) in the case of a Leading Demand Registration relating to Tranche 6 or Tranche 7, at the same time the Shareholders comply with their obligations under Section 7.1, and (ii) in the case of a Leading Demand Registration relating to Tranche 8, Tranche 9 or Tranche 10, not later than 90 days prior to the date the Registrable Securities relating to such Leading Demand Registration are to be issued, a written representation from each Shareholder confirming that, to the extent that the Company issues any shares of Common Stock in connection with such Tranche, (i) such Shareholder is irrevocably bound to accept such shares of Common Stock as part consideration for entering into the Transaction Documents, and (ii) there are no conditions to the completion of the Company’s issuance of, and such Shareholder’s acceptance of, such shares of Common Stock that (A) are within such Shareholder’s control or (B) such Shareholder can cause not to be satisfied.

(b) Notwithstanding anything to the contrary herein, if the Company reasonably determines in good faith and based on advice of independent, internationally recognized legal counsel that any Shareholder participating in any Demand Registration would be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) in connection with the registration of Registrable Securities pursuant to such Demand Registration, the Company may delay complying with its obligations under Section 2.1 or 2.2, as the case may be, in connection with such Demand Registration unless and until such Shareholder would no longer be deemed an “underwriter” in connection with such registration (at which time the Company will promptly comply with its obligations under Section 2.1 or 2.2, as the case may be), provided that the Company shall make such determination to delay such registration only after reasonable prior consultation with the Shareholders and their independent, internationally recognized legal counsel.

2.10 Beneficial Ownership Information. On the Business Day prior to the date (i) in the case of any Trailing Tranche, any Common Stock is to be issued pursuant to the terms and conditions of the Option Agreement or the Note Purchase Agreement, or pursuant to the exercise of any Warrant, and (ii) in the case of any Leading Tranche, any registration statement is to be filed in connection with any Leading Demand Registration (the date of which filing the Company shall provide to the Shareholders not less than five Business Days prior to the date of such filing), in each case the Shareholders shall notify the Company in writing of the total number of shares of Common Stock each Shareholder and its Affiliates beneficially own as of that date (the “Owned Shares”).

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2.11 Registration of Deferred Shares.

(a) Notwithstanding anything in this Agreement to the contrary (including, but not limited to, Section 2.1), no Registrable Securities relating to any Trailing Tranche that have not been issued prior to the time the Company files any registration statement may be registered pursuant to such registration statement.

(b) If any Registrable Securities relating to any Trailing Tranche that are otherwise issuable are not issued due to the operation of Clause 7.1 or 10.5 of the Option Agreement or Section 3.7 or 3.8 of any Warrant (such Registrable Securities, “Trailing Deferred Shares”), then, once any such Trailing Deferred Shares have been issued and are outstanding pursuant to the operation of Clause 7.1 or 10.5 of the Option Agreement or Section 3.7 or 3.8 of such Warrant, the Shareholders may make a written request to the Company requesting that the Company register under the Securities Act all, but not part, of such Trailing Deferred Shares (i) pursuant to a registration statement that is to be filed in connection with a Demand Registration relating to another Tranche that is to be filed after the date such Trailing Deferred Shares have been issued, or (ii) as contemplated by Section 2.1 hereof, as if such Trailing Deferred Shares constitute a separate Trailing Tranche; provided, in the case of clause (ii), that the Shareholders hold at least 100,000 Trailing Deferred Shares that have not yet been included in any registration statement.

(c) If any Registrable Securities relating to any Leading Tranche that are otherwise issuable are not issued due to the operation of Clause 7.1 or 10.5 of the Option Agreement or Clause 7.1, 7.3 or 7.4 of the Note Purchase Agreement (such Registrable Securities, “Leading Deferred Shares”), then at such time as the Shareholders and their Affiliates collectively own 3.5% or less than the total number of shares of Common Stock issued and outstanding, the Shareholders may make a written request to the Company requesting that the Company register under the Securities Act all, but not part, of such Leading Deferred Shares as contemplated by Section 2.2(a), (b) or (c) hereof, as the case may be, as if such Leading Deferred Shares constitute a separate Leading Tranche, provided that:

(i) with respect to any Leading Deferred Shares relating to Tranche 1, at least 100,000 Leading Deferred Shares have not yet been issued or included in any registration statement, and

(ii) with respect to (A) any Leading Deferred Shares relating to Tranche 6 and/or 7, the amount of the Second Consideration Instalment and/or the Third Consideration Instalment outstanding and not yet paid plus (B) any Leading Deferred Shares relating to Tranche 8, 9 and/or 10, the amount of the relevant $ Initial Cash Amount outstanding and not yet paid, and which is payable through the issuance of Leading Deferred Shares relating to Tranche 8, 9 and/or 10 pursuant to Clause 8.2.1 of the Option Agreement (in each case, which Leading Deferred Shares have not yet been issued or included in any registration statement), in the aggregate is at least $1.0 million.

(d) The Shareholders shall provide written notice to the Company promptly upon the Shareholders’ and their Affiliates collective ownership of Common Stock falling to 3.5% or less than the total number of shares of Common Stock issued and outstanding.

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(e) Upon receipt of any written request pursuant to clause (b) or (c) hereof, the Company shall file a registration statement in respect of the relevant Deferred Shares after the Shareholders have complied with their obligations under Sections 2.9 and 7.1 hereof (to the extent applicable) and use reasonable best efforts to cause such registration statement to become effective in accordance with the provisions of Section 2.1 (in the case of Trailing Deferred Shares) and Section 2.2(c) (in the case of Leading Deferred Shares), respectively.

ARTICLE III

PIGGYBACK REGISTRATION

3.1 Right to Piggyback Registrations. At any time after the receipt by the Shareholders of any shares of Common Stock issuable pursuant to the Note Purchase Agreement or the Option Agreement or pursuant to the exercise of the Warrants, whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act for any reason (other than a registration on Form S-4 or Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give written notice of such proposed registration to all Shareholders at least thirty (30) days before the anticipated filing date. Such notice shall offer such Shareholders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). The Company shall use its reasonable best efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given by the Company to the Shareholders. If the registration statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Shareholder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration prior to the effective time of such Piggyback Registration on three occasions and in exercising such Piggyback Registration the Shareholder shall not be deemed to have exercised its rights under this Section 3.1. The right of any Shareholder to a Piggyback Registration shall be conditioned upon such Shareholder entering into an underwriting agreement in customary form with the managing underwriter or underwriters for such registered offering. No registration pursuant to this Article III will relieve the Company of its obligations to register Registrable Securities pursuant to Article II hereof. The rights to Piggyback Registration may be exercised an unlimited number of occasions.

3.2 Priority for Piggyback Registrations. If the underwriter of a Piggyback Registration advises the Company that, in its opinion, the amount of Registrable Securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the securities being offered, then the Company will allocate the securities to be included in such registration as follows:

(i) first, pro rata among (A) the Company, to the extent the Company proposes to register any securities for its own account, and (B) another party having registration rights causing the Company to effect a registration, to the extent such party proposes to register any securities; and

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(ii) second, pro rata to the Shareholders and any others requesting registration of securities of the Company.

3.3 With respect to Piggyback Registrations, the Company shall bear sole responsibility for all Registration Expenses incurred in connection with any such Piggyback Registration.

ARTICLE IV

PERMITTED DELAYS IN REGISTRATION

4.1 Suspension of Company Obligations.

(a) Notwithstanding anything to the contrary herein and subject to Section 4.1(b) below, the Company’s obligations under Article II 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 (an “Underwritten Primary Offering”), commencing once the Company is “in registration” (as defined in the Commission’s Securities Act Release No. 33-5180) and ending once the distribution relating to that Underwritten Primary Offering has been completed, or (ii) a registration statement for a public offering of the Company’s securities (a “Registered Public Offering”) was declared effective within the previous 180 days.

(b) Notwithstanding the foregoing, the Company’s obligations under Article II hereof (other than Section 2.1) described in Section 4.1(a) above shall not be so suspended pursuant to Section 4.1(a) above unless:

(i) either:

(A) in the case of a proposed Underwritten Primary Offering, the Company gives the Shareholders written notice of such proposed Underwritten Primary Offering at least 30 days before the anticipated date upon which the registration statement relating to such Underwritten Primary Offering will be filed, which notice shall offer the Shareholders the opportunity to (1) receive the Registrable Securities in respect of which registration would otherwise have been suspended pursuant to Section 4.1(a) (the “Relevant Registrable Securities”) at an earlier date than they otherwise would have been deliverable pursuant to the Transaction Documents in order to allow their inclusion in the Underwritten Primary Offering and (2) register under the Securities Act such amount of the Relevant Registrable Securities as the Shareholders may request in connection with such Underwritten Primary Offering; or

(B) in the case of a proposed Registered Public Offering, the Company gives the Shareholders written notice of such proposed Registered Public Offering at least 30 days before the anticipated date upon which the registration statement relating to such Registered Public Offering will be filed, which notice will offer the Shareholders the opportunity

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to (1) receive the Relevant Registrable Securities at an earlier date than they otherwise would have been deliverable pursuant to the Transaction Documents in order to allow their inclusion in the Registered Public Offering and (2) register under the Securities Act such amount of the Relevant Registrable Securities as the Shareholders may request in connection with such Registered Public Offering; and

(ii) the Company uses its reasonable best efforts to include in the Underwritten Primary Offering or the Registered Public Offering, as the case may be, all of the Relevant Registrable Securities in respect to which the Company has received written requests for inclusion therein within 10 days after receipt of notice of such Underwritten Primary Offering or Registered Public Offering, as the case may be, by the Shareholders from the Company; and

(iii) in the event that any Relevant Registrable Securities requested to be included pursuant to this Section 4.1(b)(i) are not so included, the Company pays to the Shareholders an amount in cash equal to the Fair Market Value on the issue date of the Relevant Registrable Securities held by them which are not so included in the registration in exchange for such Relevant Registrable Securities, at which time the Shareholders shall deliver to the Company such Relevant Registrable Securities.

(c) In addition, the Company’s obligations under Article II 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 Shareholders shall suspend the disposition of any Registrable Securities pursuant to a then currently effective registration statement) for a period not to exceed 90 days (and such suspension not to occur more than twice in any 12-month period) in the event that, in the good faith reasonable opinion of the Company’s Board of Directors, effecting or maintaining the effectiveness of the registration of such Registrable Securities (i) would be detrimental to any material financing, acquisition, merger, disposition of assets, disposition of stock or other comparable transaction then being pursued by the Company or (ii) would require the Company to make public disclosure of material, non-public information which is not otherwise required to be publicly disclosed at that time, and the public disclosure of which could reasonably be expected to have an adverse effect upon the Company, provided that, in each case, the determination to so suspend any registration shall be made in a commercially reasonable manner and, in the case of clause (i), taking into account the nature and size of the registration.

(d) The Company shall notify the Shareholders in writing of the existence of any suspension event set forth in this Section 4.1. Such notice and all facts and circumstances relating to such suspension event shall be kept confidential by the Shareholders.

ARTICLE V

REGISTRATION PROCEDURES

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

(a) subject to Section 4.1, cause the registration statement filed with respect to such Registrable Securities to remain effective until the earlier of (i) the one-year anniversary of the issuance of the Registrable Securities included in such Tranche and (ii) the completion of the distribution described in such registration statement;

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(b) furnish the Shareholders, 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 Shareholders, their underwriters, if any, and their respective counsel, provided that the Shareholders’, 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;

(c) make available for reasonable inspection by, or give reasonable access to, any underwriter and its counsel 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 one roadshow 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 one roadshow of reasonably customary duration) 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;

(d) furnish, without charge, to the Shareholders 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 Shareholders from time to time may reasonably request;

(e) 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 and applicable state securities laws with respect to the disposition of all securities covered by such registration statement;

(f) 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 Shareholders 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 (f) be required to do so;

(g) enter into customary agreements in form and substance reasonably satisfactory to the Company (including a customary underwriting agreement in form and substance reasonably satisfactory to the Company, if the offering is to be underwritten, in whole or in part);

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(h) notify the Shareholders 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 Shareholder, promptly prepare and furnish to such Shareholder 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 Shareholders will forthwith discontinue disposition of their Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Shareholders receive the copies of the supplemented or amended prospectus covering such Registrable Securities (and the Shareholders shall return to the Company all copies of the unsupplemented or unamended prospectus covering such Registrable Securities);

(i) 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;

(j) prevent the issuance of any order suspending the effectiveness of a registration statement or suspending the qualification (or exemption from qualification) of any of the Registrable Securities included therein for sale in any U.S. jurisdiction, and, in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending the qualification of any Registrable Securities included in such registration statement for sale in any U.S. jurisdiction, the Company will use reasonable efforts to promptly obtain the withdrawal of such order;

(k) obtain “cold comfort” letters and updates thereof reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company, addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings;

(l) obtain opinions of independent counsel to the Company reasonably satisfactory to the managing underwriters, addressed to each of the underwriters covering the matters customarily covered in opinions of issuer’s counsel requested in underwritten offerings; and

(m) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

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ARTICLE VI

INDEMNIFICATION

6.1 Indemnification by the Company. In the event of any registration of any Registrable Securities pursuant to this Agreement under the Securities Act, the Company will indemnify, hold harmless and reimburse each participating Shareholder, each of the directors, officers, employees, managers, stockholders, partners, members, counsel, agents or representatives of such Shareholder and its Affiliates and each Person who controls any such Person, if any, and each other Person who participates as an underwriter for the Shareholders 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 (collectively, “Shareholder Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, to which such participating Shareholder or any such Person, underwriter or controlling person may become subject under the Securities Act or otherwise (collectively “Losses”), insofar as such Losses arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in the registration statement, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (a “Misstatement/Omission”), 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, and shall reimburse such Shareholder Indemnified Parties, such Person participating as an underwriter for the Shareholders 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 and other expenses reasonably incurred by them in connection with investigating and defending any such Losses, whether or not resulting in any liability; provided, however, that the Company shall not be liable in any such case to the extent that any such Losses or expense arises out of or is based upon a Misstatement/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 Shareholder or any other Person who participates as an underwriter in the offering or sale of such securities or any of their controlling persons and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any participating Shareholder or any such underwriter or controlling person and shall survive the transfer of such securities by the Shareholder.

6.2 Indemnification by Participating Shareholders. Each of the participating Shareholders 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, 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 of its directors, officers, employees, managers, stockholders, counsel, agents or representatives and the Company’s Affiliates and each Person who controls any such Person 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 Losses that arise out of or are based on any Misstatement/Omission, from such

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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 Shareholder and stated to be specifically for use therein. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Shareholder and will be limited to the net amount of proceeds received by such Shareholder from the sale of Registrable Securities pursuant to such registration statement giving rise to such indemnification obligation. 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 Shareholder.

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 Sections 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 of such action, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party (whose approval shall not be unreasonably withheld), 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 indemnified party 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 written consent. The indemnifying party’s liability to any such indemnified party hereunder shall not be extinguished solely because any other indemnified party is not entitled to indemnity hereunder.

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6.4 Survival. The indemnification provided for under this Agreement will (i) remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party, (ii) survive the transfer of securities and (iii) survive the termination of this Agreement.

6.5 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 6.5 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. Notwithstanding the provisions of this Section 6.5, a Shareholder shall not be required to contribute any amount in excess of the amount by which (i) the amount at which the securities that were sold by such Shareholder and distributed to the public were offered to the public exceeds (ii) the amount of any damages which such Shareholder has otherwise been required to pay by reason of such Misstatement/Omission or violation. 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 SHAREHOLDERS

7.1 Information Regarding Participating Shareholders, Cayman 6 and its Affiliates. If any Registrable Securities are to be included in any registration, each participating Shareholder shall promptly furnish to the Company and any applicable underwriter such information regarding Cayman 6 (to the extent Cayman 6 is an Affiliate of such Shareholder) and its Affiliates, such Shareholder and the distribution proposed by such Shareholder, including, but not limited to, all financial information with respect to Cayman 6 (to the extent Cayman 6 is an Affiliate of such Shareholder) and its Affiliates required by applicable law or regulation to be included, directly or indirectly, in any registration statement or prospectus relating to such registration, as the Company or such underwriter reasonably believes may be required in connection with any registration, qualification or compliance referred to in this Agreement.

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ARTICLE VIII

RULE 144 SALES

8.1 Reporting. With a view to making available to the Shareholders 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 reasonable best 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 any holder of Registrable Securities upon written request a written statement by the Company as to its compliance with the reporting requirements of the Securities Act and Exchange Act.

ARTICLE IX

RESTRICTIONS ON TRANSFER

9.1 Restrictions on Transferability.

(a) The Registrable Securities may be Transferred to any Person; provided, that:

(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) (x) such Transfer is eligible under Rule 144 and is made pursuant thereto, or (y) such Transfer is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws and does not adversely affect the Company’s ability to issue shares of Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any of the Warrants, in each case through an exemption from registration under the Securities Act.

(b) In the event any Shareholder intends to effect any Transfer pursuant to clause (a)(ii), above:

(i) such Shareholder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed Transfer, no later than five (5) Business Days prior to effecting such Transfer, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such

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matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such Transfer is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any Transfer made pursuant to Rule 144, such Shareholder may provide such notice and legal opinion in respect of all of the Transfers proposed to be made within the six (6) month period following the date of such notice and legal opinion; and

(ii) only with respect to any Transfer made pursuant to clause (a)(ii)(y) above, such Shareholder and the transferee in any such Transfer as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure that such Transfer does not adversely affect the Company’s ability to issue the shares of Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any of the Warrants, in each case through an exemption from registration under the Securities Act.

(c) No Transfer pursuant to clause (a)(ii)(y), above, will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Agreement, including the restrictions and limitations on transfer and short sales and related matters, to the same extent as the original parties hereto.

(d) Notwithstanding anything in this Agreement to the contrary, no Transfer of any Registrable Securities may be made to (i) any Person who is, in the commercially reasonably judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such Transfer, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in the case of each of clause (i) and (ii), the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

(e) Each Shareholder agrees that prior to the Final Discharge Date, neither the Shareholder nor any of its Affiliates:

(i) will effect, directly or indirectly, any short sale (as defined in Rule 200), with respect to any Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or Warrants, unless:

(A) immediately following the execution of such short sale, such Shareholder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

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(B) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which such Shareholder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(C) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 9.1(e); or

(ii) without the prior written consent of the Company, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or Warrants or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or Warrants (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(A) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which such Shareholder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of the Warrants, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 9.1(e); or

(B) in the event the Company elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

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(f) Each Shareholder is aware of the following Telephone Interpretation in the SEC Manual of Publicly Available Telephone Interpretations (July 1997):

A.65. Section 5

An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date.

(g) The Company is required to refuse to register any transfer of the Shares which is not made in accordance with Regulation S under the Securities Act, pursuant to a registration statement under the Securities Act or pursuant to an available exemption therefrom.

9.2 Restrictions on Sales During Registration Periods.

(a) In addition to the restrictions set forth in Section 9.1 and subject to Section 9.2(b) below, each Shareholder agrees not to, except with respect to a 100% Affiliate of an Ultimate Parent that (a) remains a 100% Affiliate of such Ultimate Parent and (b) agrees in writing to be bound by the terms and conditions of this Agreement, offer, sell (including pursuant to Rule 144), distribute, sell short, loan, grant an option for the purchase of, enter into any swap or hedge agreement in connection with, 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 180 days after the effective date of any underwritten registered public offering of the Company’s securities on behalf of the Company, unless the Company’s Board of Directors and the underwriters managing such underwritten registered public offering otherwise agree.

(b) Notwithstanding the foregoing, with respect to the Leading Tranches, the Shareholders shall not be subject to the restrictions set out in Section 9.2(a) unless:

(i) the Company gives the Shareholders written notice of such proposed underwritten registered public offering at least 30 days before the anticipated date upon which the registration statement relating to such underwritten registered public offering will be filed, which notice shall offer the Shareholders the opportunity to (1) receive the Registrable Securities in respect of which it would otherwise have been restricted from offering, selling, distributing, selling short, loaning, granting an option for the purchase of, entering into any swap or hedge agreement in connection with, or otherwise Transferring pursuant to Section 9.2(a) above at an earlier date than such Registrable Securities otherwise would have been deliverable pursuant to the Transaction Documents in order to allow their inclusion in such underwritten registered public offering and (2) register such amount of such Registrable Securities as the Shareholders may request in connection with any such underwritten registered public offering; and

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(ii) the Company includes in such underwritten registered public offering all of such Registrable Securities in respect to which the Company has received written requests for inclusion therein pursuant to Section 9.2(b)(i) within 10 days after receipt of notice of such underwritten registered public offering by the Shareholders from the Company.

(c) The Shareholders shall not take any action with respect to any distribution deemed to be made pursuant to any Demand 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 Shareholders with respect to Registrable Securities. Except as otherwise provided herein, the Shareholders 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

COVENANTS OF THE SHAREHOLDERS

10.1 Shareholders. Each of the Shareholders hereby agrees (i) to cooperate with the Company and, as a condition precedent to the Company’s obligation to file any registration statement, to furnish to the Company all such information regarding Cayman 6 (to the extent Cayman 6 is an Affiliate of such Shareholders) and its Affiliates, such Shareholder, its ownership of Registrable Securities and the disposition of such securities in connection with the preparation of and as required by the registration statement and any filings with any state securities commissions as the Company may reasonably request, (ii) to the extent required by the Securities Act, to deliver or cause delivery of the prospectus contained in the registration statement, any amendment or supplement thereto, to any purchaser of the Registrable Securities covered by the registration statement from the Shareholder, (iii) if requested by the Company, to notify the Company of any sale of Registrable Securities by such Shareholder and (iv) not to sell any of its Registrable Securities held by such Shareholder except pursuant to the terms of this Agreement

ARTICLE XI

TERMINATION

11.1 Termination. This Agreement and the rights provided hereunder shall terminate and be of no further force and effect with respect to each Shareholder on the date the Registrable Securities held by such Shareholder cease to be Registrable Securities pursuant to the terms of this Agreement. This Section 11.1 shall not, however, apply to the provisions of Article VI of this Agreement, which shall survive the termination of this Agreement.

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ARTICLE XII

MISCELLANEOUS

12.1 Decisions or Actions of the Shareholders. For the purposes of this Agreement, an action or decision shall be deemed to have been taken or made by all of the Shareholders if such action or decision shall have been taken or made by Shareholders holding a majority of the Registrable Securities.

12.2 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 Shareholder 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.

12.3 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, Pennsylvania 19004

United States of America

Attn: William V. Carey, President

with a copy (which shall not constitute notice) to:

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

United States of America

Attn: Frank R. Adams, Esq.

(b) If to the Shareholders, to:

Lion Capital LLP

21 Grosvenor Place

London SW1X 7HF

United Kingdom

For the attention of: Javier Ferrán/James Cocker

Fax number: +44 20 7201 2222

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with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

United Kingdom

For the attention of: Michael Francies/Ian Hamilton

Fax number: +44 20 7903 0990

12.4 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.

12.5 Jurisdiction. Each of the Company and each Shareholder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and each Shareholder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and each Shareholder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and each Shareholder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and each Shareholder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

12.6 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.

12.7 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.

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12.8 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.

12.9 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.

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

[SIGNATURE PAGE FOLLOWS]

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

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ William V. Carey
	Name:	William V. Carey
	Title:	President and Chief Executive Officer

LION/RALLY CAYMAN 4
By:	/s/ Hayley Tanguy
	Name:	Hayley Tanguy
	Title:	Director

LION/RALLY CAYMAN 5
By:	/s/ Hayley Tanguy
	Name:	Hayley Tanguy
	Title:	Director

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EX-4.2

Exhibit 4.2

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE 1,132,598 SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: June 30, 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to Lion/Rally Cayman 4, a company incorporated in the Cayman Islands (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to 1,132,598 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $22.11 (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on May 31, 2011 (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1 Manner of Exercise.

(a) This Warrant may only be exercised by the Holder hereof on May 31, 2011, in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities

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Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated May 7, 2009, among the Company, Recipient and Lion/Rally Cayman 5 (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

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3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (b) “Control” (including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

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4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the per share Exercise Price shall be appropriately

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decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Section 4.2) or (b) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated May 7, 2009, between the Company, Recipient, Lion/Rally Cayman 5, a company incorporated in the Cayman Islands, Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

(vii) the grant or issuance of rights pursuant to a shareholder rights plan.

(c) If any Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

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4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes,

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liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

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

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure

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that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

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(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED MAY 7, 2009, AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

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9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any

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rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
Name:	Chris Biedermann
Title:	Vice President and Chief Financial Officer

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of $22.11, and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated:                             

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-4.3

Exhibit 4.3

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE 357,952 SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: June 30, 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to 357,952 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $22.11 (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on May 31, 2011 (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1 Manner of Exercise.

(a) This Warrant may only be exercised by the Holder hereof on May 31, 2011, in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities

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Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated May 7, 2009, among the Company, Recipient and Lion/Rally Cayman 4 (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

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3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (b) “Control” (including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

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4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the per share Exercise Price shall be appropriately

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decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Section 4.2) or (b) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and Recipient (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated May 7, 2009, between the Company, Recipient, Lion/Rally Cayman 4, a company incorporated in the Cayman Islands, Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

(vii) the grant or issuance of rights pursuant to a shareholder rights plan.

(c) If any Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

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4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes,

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liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

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

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure

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that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

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(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED MAY 7, 2009, AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

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9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any

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rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
Name:	Chris Biedermann
Title:	Vice President and Chief Financial Officer

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of $22.11, and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated:                         

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-4.4

Exhibit 4.4

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE 227,956 SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: June 30, 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to Lion/Rally Cayman 4, a company incorporated in the Cayman Islands (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to 227,956 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $26.00 (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on July 31, 2012 (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1 Manner of Exercise.

(a)This Warrant may only be exercised by the Holder hereof on July 31, 2012, in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities

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Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated May 7, 2009, among the Company, Recipient and Lion/Rally Cayman 5 (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

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3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (b) “Control” (including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

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4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the per share Exercise Price shall be appropriately

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decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Section 4.2) or (b) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated May 7, 2009, between the Company, Recipient, Lion/Rally Cayman 5, a company incorporated in the Cayman Islands, Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

(vii) the grant or issuance of rights pursuant to a shareholder rights plan.

(c) If any Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

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4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes,

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liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

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

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure

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that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

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(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED MAY 7, 2009, AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

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9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any

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rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
Name:	Chris Biedermann
Title:	Vice President and
	Chief Financial Officer

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of $26.00, and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated:                             

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-4.5

Exhibit 4.5

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE 72,044 SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: June 30, 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to 72,044 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $26.00 (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on July 31, 2012 (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1 Manner of Exercise.

(a)This Warrant may only be exercised by the Holder hereof on July 31, 2012, in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities

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Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated May 7, 2009, among the Company, Recipient and Lion/Rally Cayman 4 (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

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3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (b) “Control” (including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

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4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the per share Exercise Price shall be appropriately

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decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Section 4.2) or (b) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and Recipient (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated May 7, 2009, between the Company, Recipient, Lion/Rally Cayman 4, a company incorporated in the Cayman Islands, Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

(vii) the grant or issuance of rights pursuant to a shareholder rights plan.

(c) If any Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

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4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes,

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liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

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

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure

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that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

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(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED MAY 7, 2009, AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

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9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any

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rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
Name:	Chris Biedermann
Title:	Vice President and
	Chief Financial Officer

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of $26.00, and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated:                             

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-4.6

Exhibit 4.6

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE 1,370,632 SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: June 30, 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to Lion/Rally Cayman 4, a company incorporated in the Cayman Islands (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to 1,370,632 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $26.00 (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on May 31, 2013 (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1 Manner of Exercise.

(a) This Warrant may only be exercised by the Holder hereof on May 31, 2013, in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities

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Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated May 7, 2009, among the Company, Recipient and Lion/Rally Cayman 5 (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

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3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (b) “Control” (including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such

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corporation or other Person. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the per share Exercise Price shall be appropriately

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decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Section 4.2) or (b) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated May 7, 2009, between the Company, Recipient, Lion/Rally Cayman 5, a company incorporated in the Cayman Islands, Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

(vii) the grant or issuance of rights pursuant to a shareholder rights plan.

(c) If any Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

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4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes,

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liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

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

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure

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that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

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(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED MAY 7, 2009, AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

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9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any

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rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
Name:	Chris Biedermann
Title:	Vice President and
	Chief Financial Officer

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of $26.00, and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated: _______________

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-4.7

Exhibit 4.7

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID RESTRICTIONS HEREIN AND IN SUCH AGREEMENT, THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, WILL BE VOID.

WARRANT TO PURCHASE 433,181 SHARES

OF COMMON STOCK OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

Issue Date: June 30, 2009

This Warrant (this “Warrant”) of Central European Distribution Corporation, a Delaware corporation (the “Company”) is being issued to Lion/Rally Cayman 5, a company incorporated in the Cayman Islands (the “Recipient”) pursuant to the Option Agreement (as defined below).

1. Issuance of Warrant. For value received, the Company hereby grants to the Recipient and its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the Company up to 433,181 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $26.00 (the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.

2. Expiration of Warrant. This Warrant shall expire at 11:59 PM, prevailing Eastern time, on May 31, 2013 (the “Expiration Date”).

3. Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.

3.1 Manner of Exercise.

(a) This Warrant may only be exercised by the Holder hereof on May 31, 2013, in accordance with the terms and conditions hereof, in whole but not in part, by surrender of this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document.

(b) The aggregate Exercise Price for the number of Warrant Shares being purchased may only be paid on a “cashless basis” in the form of Warrant Shares withheld by the Company from the number of Warrant Shares as to which this Warrant is exercised, such withheld Warrant Shares having an aggregate Fair Market Value on the Expiration Date equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder. For purposes of this Warrant, the term “Fair Market Value” means with respect to a particular date the volume weighted average trading price of the Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of the Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard.

For purposes of illustration of a cashless exercise of this Warrant under this Section 3.1(b), the calculation of such exercise shall be as follows:

X = Y (A-B)/A

where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised (the “Exercise Shares”)

A = the Fair Market Value of the Common Stock

B = the Exercise Price

(c) Notwithstanding the foregoing, to the extent this Warrant is not exercised immediately before its expiration, and if the Fair Market Value of one Warrant Share at that time is greater than the Exercise Price then in effect, then this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 3.1(b), above immediately prior to its expiration (even if not surrendered at that time); provided, that the Company may, in its sole discretion, elect to settle the exercise of this Warrant in cash pursuant to Section 3.2. For the purposes of such automatic exercise, the Fair Market Value of one Warrant Share upon such expiration shall be determined pursuant to Section 3.1(b) above. To the extent this Warrant is deemed to be automatically exercised pursuant to this Section 3.1(c), the Company will not be required to settle such exercise unless and until the Holder surrenders this Warrant to the Company at its office maintained pursuant to Section 9.2(a) hereof.

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(d) For purposes of Rule 144 and sub-section (d)(3)(x) thereof, it is intended, understood, and acknowledged that such amount of Common Stock that is issued in exchange for non-cash consideration upon exercise of this Warrant and in accordance with Section 3.1(b) above shall be deemed to have been acquired at the time this Warrant was issued.

3.2 Cash Settlement. Notwithstanding the foregoing, upon surrender of this Warrant by the Holder, the Company may, in its sole discretion, elect to settle the exercise of this Warrant by the Holder by making a single lump sum cash payment, in lieu of issuing the relevant number of Warrant Shares, to the Holder, in an amount equal to (a) the Warrant Shares, multiplied by (b) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise, over (ii) the Exercise Price (such amount, the “Cash Settlement”). In the event the Company elects to settle the exercise of this Warrant pursuant to this Section 3.2, the Company shall pay the Holder the Cash Settlement as soon as reasonably practical after the exercise of this Warrant, and in any event within five (5) Business Days thereafter. As used in this Warrant, the term “Business Day” shall mean any day other than a Saturday or Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed.

3.3 When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 11 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.4 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

3.4 Delivery of Common Stock Certificates. In the event the Company does not elect to settle the exercise of this Warrant pursuant to Section 3.2, then as soon as reasonably practicable after the exercise of this Warrant and in any event within ten (10) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 8 and 9 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise.

3.5 Fractional Warrant Shares. The Company shall not be required to issue fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section 3.5, be issuable on the exercise of this Warrant (or specified portion thereof), the Company shall pay to the Holder a cash payment equal to the pro-rated Fair Market Value of the Common Stock less the pro-rated Exercise Price of such fractional Warrant Share.

3.6 Compliance with Law.

(a) Notwithstanding anything in this Warrant to the contrary, in no event shall a Holder be entitled to exercise this Warrant or shall this Warrant otherwise be exercised unless (i) a registration statement filed under the Securities Act of 1933, as amended (the “Securities

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Act”), in respect of the issuance of the Warrant Shares is then effective or (ii) an exemption from the registration requirements is available under the Securities Act for the issuance of the Warrant Shares at the time of such exercise. The Holder shall provide such information as the Company may reasonably request to confirm that an exemption from the registration requirements of the Securities Act is available to the Company in respect of such issuance. As provided herein and therein, the Holder shall be entitled to the rights, and subject to the obligations, contained in the Registration Rights Agreement, dated May 7, 2009, among the Company, Recipient and Lion/Rally Cayman 4 (the “Registration Rights Agreement”). Except as provided in the Registration Rights Agreement, the Company has no obligation to file any registration statement in respect of this Warrant or any Warrant Shares.

(b) If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant require, under any other Federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will at its own expense use its reasonable efforts to cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, as the case may be.

3.7 Limitations on Settlement by the Company. The Company represents and warrants that, as of the date hereof, the aggregate of (i) the number of Warrant Shares and (ii) only for so long as the Recipient or any Affiliate of the Recipient is the Holder, the number of shares of Common Stock otherwise issuable pursuant to Section 5.2.1 of the Option Agreement (as defined below) and pursuant to the exercise of any other warrant issued pursuant to the Option Agreement is equal to or less than the sum of (a) the number of authorized but unissued shares of Common Stock and (b) the number of treasury shares of Common Stock, in each case, of the Company that are not reserved for future issuance in connection with transactions in the shares of the capital stock of the Company (other than this Warrant) on the date of this Warrant (such shares, the “Available Shares”). In the event the Company shall not have delivered the full number of Warrant Shares otherwise deliverable as a result of the Company not having sufficient authorized but unissued shares of Common Stock available at the time or times that this Warrant is exercised (the resulting deficit, the “Deficit Shares”), the Company shall use reasonable efforts to promptly authorize unissued shares of Common Stock sufficient to issue to the Holder the full number of Deficit Shares and to issue and deliver such Deficit Shares thereafter. In any event, the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Warrant Shares when, and to the extent, that (i) shares of Common Stock are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the date of exercise of this Warrant (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued shares of Common Stock reserved for issuance in respect of other transactions become no longer so reserved or (iii) the Company additionally authorizes any unissued shares of Common Stock. The Company shall promptly notify Holder of the occurrence of any of the foregoing events (including the number of shares of Common Stock subject to clause (i), (ii) or (iii) and the corresponding number of shares of Common Stock to be delivered) and promptly deliver such Warrant Shares thereafter. Except as contemplated by this Warrant, the Company shall not take any action to decrease the number of Available Shares below the number of Warrant Shares.

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3.8 Limitations on Exercise by the Holder. Notwithstanding anything herein to the contrary and only for so long as the Recipient, or any Affiliate of the Recipient, or any Person (or any Affiliate of such Person) that beneficially owns, directly or indirectly, 5% or more of the economic interests of Lion/Rally Cayman 6, a company incorporated in the Cayman Islands, is the Holder, in order to ensure compliance with Nasdaq Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any Warrant Shares upon exercise of this Warrant, the Holder and its Affiliates would collectively own 5% or more of the number of shares of Common Stock outstanding or 5% or more of the voting power of the Company outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

(a) such number of Warrant Shares as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Warrant;

(b) the number of Warrant Shares issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Section 3.8(a);

(c) promptly after such time as the Holder has advised CEDC in writing that the Holder and its Affiliates collectively own 3.5% or less of the number of shares of Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of Warrant Shares to the Holder equal to the lesser of:

(i) the number of Warrant Shares that have not been issued due to the operation of this Section 3.8; and

(ii) the maximum number of Warrant Shares that may be issued without breaching the Substantial Shareholder Threshold,

and the number of Warrant Shares that have not been issued due to the operation of this Section 3.8 shall accordingly be reduced by the number of Warrant Shares issued pursuant to this Section 3.8(c).

(d) Section 3.8(c) shall continue to be applied until the number of all Warrant Shares that have not been issued due to the operation of this Section 3.8 have been reduced to zero.

As used in this Warrant, (a) “Affiliate” shall mean with respect to any Person, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing, and (b) “Control” (including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. The Holder agrees to provide to the Company such information regarding ownership of Common Stock by it and its Affiliates as the Company may reasonably request herewith.

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4. Certain Adjustments. For so long as this Warrant is outstanding:

4.1 Mergers or Consolidations. If at any time after the date hereof, there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the securities issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, partnership, limited liability company, or business organization (a “Person” or the “Persons”) (other than a merger with another Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile of the Company) (a “Merger”), or the sale of all or substantially all of the assets of the Company (a “Sale”), then, as a part of such Reorganization, Merger or Sale, lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant and at the times provided for and subject to the terms and conditions in this Warrant, the number of shares of stock or any other equity or debt securities or property to which the Holder would have been entitled upon consummation of the Reorganization, Merger or Sale if such Holder had exercised this Warrant immediately prior to such Reorganization, Merger or Sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Reorganization, Merger or Sale to the end that the provisions of this Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The Company will not effect any Reorganization, Merger or Sale unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant as provided herein shall assume in a written agreement the obligation to deliver to the Holder such securities or other property as (in accordance with the foregoing provisions) the Holder may be entitled to receive and agreeing and confirming that this Warrant shall continue in full force and effect, enforceable against the Company and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Section 4.1 shall similarly apply to successive Reorganizations, Mergers and Sales.

4.2 Splits and Subdivisions; Dividends. In the event the Company should at any time or from time to time (a) effectuate a split or subdivision of the outstanding shares of Common Stock, (b) pay a dividend in or make a distribution payable in additional shares of Common Stock or other securities that are convertible or exchangeable or exercisable into shares of Common Stock (“Common Stock Equivalents”), or (c) issue by reclassification of its Common Stock any other capital stock of the Company, in each case without payment of any consideration by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the per share Exercise Price shall be appropriately

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decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Section 4.2 shall be made successively each time that any event listed in this Section 4.2 above shall occur.

4.3 Combination of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as of the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

4.4 Cash Dividends and Other Distributions. If the Company shall distribute to holders of Common Stock (a) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Section 4.2) or (b) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (a) and clause (b) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of Common Stock on the FMV Date, then in each such case the Exercise Price in effect immediately following the effective date of such distribution shall be equal to the Exercise Price immediately prior to such effective date multiplied by the quotient of (i) the Fair Market Value of one share of Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of Common Stock, divided by (ii) such Fair Market Value specified in clause (i). In such event, the number of Warrant Shares shall be increased to the number obtained by dividing (A) the product of (1) the number of Warrant Shares before such adjustment, multiplied by (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment, by (B) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, then no such adjustment to the Exercise Price and the number of Warrant Shares shall be made pursuant to this Section 4.4. Notwithstanding anything in this Section 4.4 to the contrary, no adjustment to either the Exercise Price or the number of Warrant shares shall be made pursuant to this Section 4.4 as a result of the issuance or other sale by the Company of any of its shares of Common Stock upon (A) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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4.5 Certain Issuances.

(a) Without duplication of any other items contained in this Warrant, if at any time or from time to time the Company shall issue (i) Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, (A) the closing sale price of one share of Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “Closing Price”), or (B) the volume weighted average trading price of one share of Common Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of the Company, based on the best information available to it and (if requested by the Holder) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (ii) rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock entitling the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at the Company’s sole election, the Closing Price or the 30-Day FMV. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately before such date of issuance by the aforementioned fraction. Such adjustment shall be made whenever such shares of Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(b) This Section 4.5 shall not apply to issuances of Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(i) the conversion or exchange of any of the Company’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Warrant or were issued in connection with a transaction not covered by Section 4.5(a)(ii),

(ii) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of the Company pursuant to a stock option plan, benefit plan or incentive plan of the Company, whether in effect as of the date of this Warrant or approved by the Board of Directors of the Company after the date of this Warrant,

(iii) the Note Purchase and Share Subscription Agreement, dated April 24, 2009, between the Company, Carey Agri International-Poland Sp. z o.o., Lion/Rally Cayman 2, a company incorporated in the Cayman Islands, and Recipient (the “Note Purchase Agreement”),

(iv) the Option Agreement, dated May 7, 2009, between the Company, Recipient, Lion/Rally Cayman 4, a company incorporated in the Cayman Islands, Lion/Rally Cayman 6, a company incorporated in the Cayman Islands and Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership (the “Option Agreement”),

(v) the exercise of this Warrant or any other warrant issued pursuant to the Option Agreement,

(vi) a Merger, Reorganization or Sale, or

(vii) the grant or issuance of rights pursuant to a shareholder rights plan.

(c) If any Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors, whose determination shall be evidenced by a board resolution, a copy of which will be sent to Holders upon request), to determine a price per share for such Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Section 4.5. This Section 4.5 shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is lower at the date of such modification than 85% of either, at the Company’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Section 4.5(b). No adjustment shall be made pursuant to this Section 4.5 that would have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of the Warrant or of increasing the Exercise Price.

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4.6 Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Section 4, if any thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be readjusted as if (a) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (b) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustment to such number of Warrant Shares or to the Exercise Price initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

4.7 No Duplication. Notwithstanding anything else contained in this Section 4, no single event shall result in an adjustment to either the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrant under more than one of the subsections set forth in this Section 4 so as to result in duplication.

5. No Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.

6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of Warrant Shares into which this Warrant is exercisable shall be adjusted as provided in Section 4, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to the Holder at the address appearing in the Company’s records.

7. Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this Warrant, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, such number of its shares of Common Stock equal to the aggregate number of Warrant Shares then issuable upon the exercise of this Warrant. The Company hereby represents and warrants that all shares of Common Stock issuable upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, and free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuer thereof, other than (a) taxes,

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liens, charges and security interests created by the Holder, (b) income and franchise taxes incurred in connection with the exercise of this Warrant, (c) taxes in respect of any transfer occurring contemporaneously therewith, and (d) restrictions on transfer set forth in the Registration Rights Agreement, this Warrant and applicable federal and state securities laws.

8. Restrictions on Transfer.

8.1 Transfer Restrictions. Any and all transfers of this Warrant and the Warrant Shares underlying it are subject to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement.

(a) This Warrant and the underlying Warrant Shares may be sold, transferred, or otherwise disposed of, to any Person; provided, that:

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

(ii) (A) such sale, transfer or disposition is eligible under Rule 144 and is made pursuant thereto, or (B) such sale, transfer or disposition is made in a transaction exempt from registration under the Securities Act and, in each case is otherwise made in compliance with applicable securities laws and does not adversely affect the Company’s ability to issue either (x) the Warrant Shares pursuant to the exercise of this Warrant or (y) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(b) In the event the Holder intends to effect any sale, transfer or disposition of this Warrant or any underlying Warrant Shares pursuant to clause (a)(ii) above:

(i) the Holder shall provide (A) written notice to the Company of such intention, including a reasonably detailed statement of the circumstances surrounding the proposed sale, transfer or disposition, no later than five (5) Business Days prior to effecting such sale, transfer or disposition, and (B) the Company with a legal opinion from independent, internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to the Company and shall state that such sale, transfer or disposition is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, is otherwise made in accordance with applicable securities laws, provided that in the case of any sale, transfer or disposition made pursuant to Rule 144, the Holder may provide such notice and legal opinion in respect of all of the sales, transfers or dispositions proposed to be made within the six (6) month period following the date of such notice and legal opinion, and

(ii) only with respect to any sale, transfer or disposition of (A) this Warrant made pursuant to Section 8.1(a)(ii)(A) or (B), and (B) any Warrant Shares made pursuant to Section 8.1(a)(ii)(B), the Holder and the transferee in any such sale, transfer or disposition as a condition precedent thereto shall have provided to the Company such factual representations, warranties and undertakings as the Company may reasonably request to ensure

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that such sale, transfer or disposition does not adversely affect the Company’s ability to issue either (A) the Warrant Shares pursuant to the exercise of this Warrant or (B) Common Stock as contemplated by the Option Agreement or the Note Purchase Agreement or pursuant to the exercise of any other warrant issued pursuant to the Option Agreement, in each case through an exemption from registration under the Securities Act.

(c) No sale, transfer or disposition pursuant to clause (a)(ii)(B) above will be effective unless the transferee agrees in writing to be bound by the terms and conditions of this Warrant and the Registration Rights Agreement, including the restrictions and limitations on transfer and short sales and related matters. Notwithstanding anything to the contrary in this Warrant, no transferee in a sale, transfer or disposition made pursuant to clause (a)(i) or clause (a)(ii)(A) above shall be bound by the provisions set out in Section 8.1 or Section 8.2 hereof.

(d) Notwithstanding anything in this Warrant to the contrary, no sale, transfer or other disposition of this Warrant or any underlying Warrant Shares may be made to (i) any transferee that is, in the commercially reasonable judgment of the Chief Executive Officer of the Company, a competitor of the Company in a market that is material to the Company, or (ii) any Person who, prior to such sale, transfer or disposition, owns five percent (5%) or more of the Company’s outstanding Common Stock, without, in each case, the prior written consent of the Company, which consent the Company may withhold or provide in its sole discretion.

8.2 Hedging. The Holder agrees that prior to the Final Discharge Date (as defined in the Option Agreement), neither the Holder nor any of its Affiliates:

(a) will effect, directly or indirectly, any short sale (as defined in Rule 200 of Regulation SHO of the Exchange Act (“Rule 200”)), with respect to any Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant, unless:

(i) immediately following the execution of such short sale, the Holder and its Affiliates (considered as a group) would not hold a “net short” position with respect to shares of Common Stock (provided that for the purposes hereof, a Person or Persons shall be considered to hold a “net short” position where the number of shares of Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons has borrowed shares of Common Stock) exceeds the number of shares of Common Stock such Person or Persons is or are deemed to own under section (b) of Rule 200, in each case immediately following the execution of such short sale);

(ii) such transaction is not entered into for speculative purposes and is bona fide for the primary purpose either of hedging the price at which the Holder and its Affiliates may dispose of shares of Common Stock or facilitating a timely and orderly distribution of such shares of Common Stock; and

(iii) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

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(b) without the prior written consent of CEDC, will establish any “put equivalent position” (as defined under Rule 16a-1(h) under the Exchange Act) or grant, directly or indirectly, any other right (including any put or call option, forward sale contract, swap or stock pledge or loan or transaction similar to any of the foregoing) with respect to Common Stock or this Warrant or with respect to any other security that includes, relates to or derives any significant part of its value from, Common Stock or this Warrant (each, a “Derivative Transaction”); provided that CEDC shall act in a commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required:

(i) where (1) a Derivative Transaction is not entered into for speculative purposes and is bona fide for the primary purpose of either (x) hedging the price at which the Holder and its Affiliates will dispose of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, or (y) facilitating a timely and orderly distribution of any shares of Common Stock received (or to be received) pursuant to clause 5.2.1 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement or pursuant to the exercise of this Warrant, and (2) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Section 8.2; or

(ii) in the event CEDC elects to issue additional shares of Common Stock pursuant to clause 8.2 of the Option Agreement or any related issuance under clause 7.1 of the Option Agreement and/or paragraph 5.2 or paragraph 5.4 of the Note Purchase Agreement or any related issuance under paragraph 7 of the Note Purchase Agreement, in connection with any Derivative Transaction with regard to any such shares of Common Stock so issued.

8.3 Restrictive Legends. This Warrant, each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 9 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any such Common Stock shall be (a) transferable only pursuant to the terms, conditions and restrictions set forth herein and in the Registration Rights Agreement and (b) stamped or otherwise imprinted with the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER, HEDGING AND OTHER MATTERS AS SET FORTH IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED MAY 7, 2009, AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, LION/RALLY CAYMAN 4 AND LION/RALLY CAYMAN 5, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.”; AND

(ii) any other legend required to be placed thereon pursuant to the Registration Rights Agreement and applicable law.

9. Ownership, Transfer, Sale and Substitution of Warrant.

9.1 Ownership of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

9.2 Office; Exchange of Warrant.

(a) The Company will maintain its principal office or such other offices as set forth in the Company’s most current filing (as of the date notice is to be given) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or as the Company otherwise notifies the Holder.

(b) The Company shall cause to be kept at its office maintained pursuant to Section 9.2(a) hereof a Warrant Register for the registration and transfer of the Warrant. The name and address of the Holder, the transfers thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected by any notice or knowledge to the contrary.

(c) Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company at its expense will (subject to compliance with Section 8 hereof, if applicable) execute and deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant Shares).

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9.3 Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the Company maintained pursuant to Section 9.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.

10. No Rights or Liabilities as Shareholder. No Holder shall be entitled to vote or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or (subject to Section 4.4) to receive dividends or subscription rights or other similar rights until the Warrant shall have been exercised, as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company until the Warrant shall have been exercised, as provided herein.

11. Notices. Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows: (a) if to the Holder, to Lion Capital LLP, 21 Grosvenor Place, London SW1X 7HF, United Kingdom, Attention: Javier Ferrán/James Cocker, Fax number: +44 20 7201 2222; or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Section 9.2(a) hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

12. Payment of Taxes. The Company will pay all taxes and other governmental charges attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other than of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of New York, without regard to any

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rule of conflicts of law. The section headings in this Warrant are for purposes of convenience only and shall not constitute a part hereof. Each of the Company and the Holder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Delaware State court or Federal court of the United States of America sitting in New York City or Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect to any such action or proceeding may be heard and determined in such New York State or Delaware State court or, to the extent permitted by law, in such Federal court. Each of the Company and the Holder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in the any other manner provided by law. Each of the Company and the Holder hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Warrant in any New York State, Delaware State or Federal court sitting in New York City or Delaware. Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Company and the Holder hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Warrant or the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
Name:	Chris Biedermann
Title:	Vice President and
	Chief Financial Officer

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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]

To Central European Distribution Corporation:

The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to the Warrant Shares, at an exercise price per share of $26.00, and requests that the certificates for such Warrant Shares be issued, subject to Section 8 and Section 9 of the Warrant, in the name of, and delivered to:

The undersigned is hereby making payment for the Warrant Shares via cashless exercise in accordance with Section 3.1(b) of the Warrant.

The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.

Dated: _______________

Print or Type Name

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EX-10.1

Exhibit 10.1

Dated 10 July 2008

SENIOR FACILITIES AGREEMENT

for

PASALBA LTD

as the Company

NOWDO LIMITED

as the Senior Borrower

THE PERSONS LISTED IN PART 1 OF SCHEDULE 1

as the Original Guarantors

arranged by

GOLDMAN SACHS INTERNATIONAL

BANK AUSTRIA CREDITANSTALT AG

ING BANK N.V., LONDON BRANCH

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

as Mandated Lead Arrangers

with

THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1

as the Original Lenders

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

as Facility Agent

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

as Security Agent

and upon its accession hereto

THE ISSUING BANK

as Issuing Bank

EXEMPT FROM AUSTRIAN STAMP DUTY PURSUANT TO ARTICLE 33 TP 19 ABS 4 Z 3 OF

THE AUSTRIAN STAMP DUTY ACT

White & Case LLP

5 Old Broad Street

London EC2N 1DW

TABLE OF CONTENTS

		Page
1.	DEFINITIONS AND INTERPRETATION	1
2.	THE FACILITIES	54
3.	PURPOSE	55
4.	CONDITIONS OF UTILISATION	58
5.	UTILISATION - LOANS	62
6.	UTILISATION - LETTERS OF CREDIT	65
7.	LETTERS OF CREDIT	67
8.	OPTIONAL CURRENCIES	69
9.	ANCILLARY FACILITIES	69
10.	UNCOMMITTED ACR FACILITY	74
11.	REPAYMENT	75
12.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION	76
13.	MANDATORY PREPAYMENT	78
14.	RESTRICTIONS	84
15.	INTEREST	86
16.	INTEREST PERIODS	87
17.	CHANGES TO THE CALCULATION OF INTEREST	89
18.	FEES	90
19.	TAX GROSS-UP AND INDEMNITIES	91
20.	INCREASED COSTS	94
21.	OTHER INDEMNITIES	96
22.	MITIGATION BY THE LENDERS	98
23.	COSTS AND EXPENSES	98
24.	GUARANTEE AND INDEMNITY	99
25.	REPRESENTATIONS	102
26.	INFORMATION UNDERTAKINGS	113
27.	FINANCIAL COVENANTS	120
28.	GENERAL UNDERTAKINGS	130
29.	EVENTS OF DEFAULT	145
30.	CHANGES TO THE LENDERS	152
31.	CHANGES TO THE OBLIGORS	156
32.	ROLE OF THE FACILITY AGENT, THE MANDATED LEAD ARRANGERS, THE ISSUING BANK AND OTHERS	157
33.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	164
34.	SHARING AMONG THE FINANCE PARTIES	164
35.	PAYMENT MECHANICS	166
36.	SET-OFF	169
37.	NOTICES	169
38.	CALCULATIONS AND CERTIFICATES	172
39.	PARTIAL INVALIDITY	173
40.	REMEDIES AND WAIVERS	173

(i)

41.      AMENDMENTS AND WAIVERS		173
42.      COUNTERPARTS		176
43.      GOVERNING LAW		176
44.      ENFORCEMENT		177
SCHEDULE 1	THE ORIGINAL PARTIES	179
SCHEDULE 2	CONDITIONS PRECEDENT	180
SCHEDULE 3	REQUESTS	191
SCHEDULE 4	MANDATORY COST FORMULA	196
SCHEDULE 5	FORM OF TRANSFER CERTIFICATE	199
SCHEDULE 6	FORM OF ACCESSION LETTER	204
SCHEDULE 7	FORM OF COMPLIANCE CERTIFICATE	205
SCHEDULE 8	LMA FORM OF CONFIDENTIALITY UNDERTAKING	206
SCHEDULE 9	TIMETABLES	213
SCHEDULE 10	FORM OF LETTER OF CREDIT	216
SCHEDULE 11	AGREED SECURITY PRINCIPLES	219
SCHEDULE 12	GROUP STRUCTURE CHART	1
SCHEDULE 13	BASE CASE MODEL	1
SCHEDULE 14	FACILITY REPAYMENT DATE INSTALMENTS	2
SCHEDULE 15	INDICATIVE LIST OF MATERIAL COMPANIES	4
SCHEDULE 16	KNOW YOUR CLIENT DOCUMENTATION	5
SCHEDULE 17	ACCEPTABLE BANKS	10

(ii)

THIS AGREEMENT (this “Agreement”) dated 10 July 2008 is made between:

(1) PASALBA LTD, a company incorporated under the laws of Cyprus (corporate identity no. HE 202291) having its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus (the “Company”);

(2) NOWDO LIMITED, a company incorporated under the laws of Cyprus (corporate identity no. HE209795) having its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus (the “Senior Borrower”);

(3) THE PERSONS listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Company, the “Original Guarantors” and each an “Original Guarantor”);

(4) GOLDMAN SACHS INTERNATIONAL as mandated lead arranger and global co-ordinator (“GSI” and a “Mandated Lead Arranger”);

(5) BANK AUSTRIA CREDITANSTALT AG as mandated lead arranger (“BACA” and a “Mandated Lead Arranger”);

(6) ING BANK N.V., LONDON BRANCH as mandated lead arranger (“ING” and a “Mandated Lead Arranger”);

(7) RAIFFEISEN ZENTRALBANK ÖSTERREICH AG as mandated lead arranger (“RZB”, a “Mandated Lead Arranger” and, together with GSI, ING and BACA, the “Mandated Lead Arrangers”);

(8) THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

(9) RAIFFEISEN ZENTRALBANK ÖSTERREICH AG as facility agent of the other Finance Parties (the “Facility Agent”);

(10) THE LAW DEBENTURE TRUST CORPORATION p.l.c. as security agent for the Secured Parties (the “Security Agent”); and

(11) THE BANK IDENTIFIED IN THE ACCESSION DEED HERETO as Issuing Bank (the “Issuing Bank”).

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Acceptable Bank” means:

(a) a bank or financial institution, or its parent company, which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

(b) an Original Finance Party; or

(c) each of the banks listed in Schedule 17 (Acceptable Banks), for so long as it has a rating for its long-term unsecured and no credit-enhanced debt obligations of BBB+ by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa2 by Moody’s Investor Services Limited; or

(d) until the date which is 90 days after the Closing Date, any bank or financial institution that, as at the Closing Date, provides banking services to any member of the Target Group; or

(e) any other bank or financial institution approved by the Facility Agent.

“Accession Deed” means the deed of accession of the Issuing Bank entered or to be entered into by the Facilty Agent and the Issuing Bank in connection with this Agreement.

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter) or any other form agreed between the Facility Agent and the Company.

“Accounting Principles” means for the purposes of the preparation of the Annual Financial Statements and the Quarterly Financial Statements of the Company, IFRS applied on a basis consistent with the accounting principles, standards and practices used in preparing the Original Financial Statements of the Target Group and the Base Case Model.

“Accounting Reference Date” means 31 December or the date as amended in accordance with paragraph (c) of Clause 26.9 (Year-end).

“Acquisition 1” means the acquisition by the Company of 99.9 per cent. of the shares of Russian Alcohol Group, 100 per cent. of the shares of Ushba Distillery, 100 per cent. of the shares of Chorniy & Mikola, 100 per cent. of the shares of Vlaktor Trading and 100 per cent. of the shares of AUK Holdings and the acquisition by the Parent of 0.1 per cent. of the Shares of Russian Alcohol Group, in each case pursuant to the Acquisition Agreement.

“Acquisition 2” means the acquisition directly or indirectly by Russian Alcohol Group of 100 per cent. of the shares of each of the Cirey Subsidiaries pursuant to the Acquisition Agreement.

“Acquisition 3” means the acquisition by Sub-Holdco of 100 per cent. of the shares of Glavspirttrest pursuant to the Acquisition Agreement.

“Acquisition Agreement” means the share sale and purchase agreement between the Vendor as seller and the Company as purchaser dated 22 May 2008.

“Acquisition and Disposal Adjustment” has the meaning given to it in Clause 27.1 (Financial definitions).

“Acquisition Costs” means all fees, costs and expenses, stamp, registration and other Taxes incurred by the Company or any other member of the Group in connection with the Acquisitions or the Transaction Documents including, for the avoidance of doubt, any break costs, prepayment premiums, make whole amounts or other sums payable (not including principal amounts) in connection with the refinancing of Existing Financial Indebtedness required to be repaid within 60 days of the Funding Date (or, for the avoidance of doubt, not permitted under this Agreement to remain outstanding after 60 days after the Funding Date).

2

“Acquisition Purposes” means:

(a) financing the consideration required for the Acquisitions in accordance with the Structure Memorandum;

(b) refinancing Existing Financial Indebtedness of the Target Group as at the Closing Date (including, without limitation, in respect of the Sibirsky Encumbrance) in accordance with the Structure Memorandum and Funds Flow Statement;

(c) paying the Acquisitions Costs; and/or

(d) funding cash (on behalf of Topaz and/or Trading House, as On-Loan Borrowers) to the Reserve Account for application in accordance with paragraph (e) of Clause 3.1 (Purpose).

“Acquisitions” means Acquisition 1, Acquisition 2 and Acquisition 3.

“ACR Financing Facility” means the term acquisition, capital expenditure and receivables financing facility made available under this Agreement as described in paragraph (a)(iii) of Clause 2.1 (The Facilities).

“ACR Financing Facility Commitment” means:

(a) in relation to an Original Lender, the amount of the Base Currency set opposite its name under the heading “ACR Financing Facility Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any ACR Financing Facility Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in the Base Currency of any ACR Financing Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“ACR Financing Loan” means a loan made or to be made under the ACR Financing Facility or the principal amount outstanding for the time being of that loan.

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formula).

“Additional Guarantor” means a company which becomes a Guarantor in accordance with Clause 31 (Changes to the Obligors).

“Advisory Fees” means fees (and any reasonable and properly-incurred expenses payable) due and payable pursuant to a financial advisory agreement (the “Advisory Agreement”) to be made between the Company or one of its Affiliates, on the one hand, Lion on the other hand constituting compensation for Lion’s financial advisory, investment banking and other similar services rendered in connection with the Acquisitions (payable on or after the Closing Date in accordance with the Funds Flow Statement) and any Subsequent Transaction in the amount of cash fees not to exceed, in aggregate for each relevant transaction, 1.5 per cent. of the total consideration payable for the relevant transaction, including, without limitation, the aggregate amount of the funds required to complete the Subsequent Transaction (excluding any fees payable pursuant to the Advisory Agreement with respect to Subsequent Transactions) including (without duplication) the amount of the Financial Indebtedness assumed by the Group or refinanced in the Subsequent Transaction and the Financial Indebtedness, preferred stock or similar items that remain outstanding in the target in the Subsequent Transaction and not owed to or held by members of the Group.

3

“Affiliate” means:

(a) in relation to any person (including a Lender), a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; and

(b) in relation to a Lender:

(i) any fund or entity (whether a company, partnership, trust or other person) that is engaged in (or that is formed for the purpose of) making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by (or has the same general partner as) such Lender or any Affiliate of such Lender; and

(ii) in the case of any Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is administered or managed by the same investment adviser or general partner or by an Affiliate of such investment adviser or general partner.

“Agreed Security Principles” means the principles set out in Schedule 11 (Agreed Security Principles).

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Revolving Facility.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 9 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means any ancillary facility made available under the Revolving Facility in accordance with Clause 9 (Ancillary Facilities).

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 9 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility the aggregate (without double-counting) of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility then in force:

(a) the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of the Senior Borrower or On-Loan Borrower of an Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that such credit balance may be set off by that Ancillary Lender against liabilities owed to it by the Senior Borrower or, as the case may be, On-Loan Borrower under that Ancillary Facility);

4

(b) the face amount of each guarantee, bond and letter of credit under that Ancillary Facility as reduced by any prepayment or repayment or as reduced by any cash cover; and

(c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Anti-Terrorism Law” means each of:

(a) the Executive Order;

(b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA PATRIOT Act);

(c) the Money Laundering Control Act of 1986, Public Law 99-570; and

(d) any similar law.

“Approved Accounting Firm” means any of PricewaterhouseCoopers, Deloitte & Touche, KPMG, Ernst & Young and BDO Unicon or any other firm (if such other firm is agreed to in advance in writing by the Majority Lenders).

“Audited Financial Year” has the meaning given to that term in Clause 26 (Information Undertakings).

“Auditors” means BDO Unicon, any other Approved Accounting Firm, or any other firm (if such other firm is agreed to in advance in writing by the Majority Lenders) or, in the case of the financial statements to be delivered pursuant to paragraph (a)(ii) of Clause 26.2 (Financial Statements), such auditors of the Obligors from time to time which are reputable accounting firms.

“AUK Holdings” means AUK Holdings Ltd, a Cyprus company with its registered address at Arch. Makariou III, 134, Yiota Court, Flat/Office 102, P.C. 3021, Limassol, Cyprus.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration in each case pursuant to and/or as required by law, rule or regulation.

“Authorised Signatory” means, in relation to a person, any individual who is duly authorised and in respect of whom the Facility Agent has received a certificate signed by a director or another Authorised Signatory of such person setting out the name and signature of such individual and confirming such individual’s authority to act.

“Availability Period” means:

(a) in relation to Facility A, the Certain Funds Period;

5

(b) in relation to Facility B, the Certain Funds Period;

(c) in relation to the ACR Financing Facility, the period from and including the date on which the first Utilisation is made under Facility A to and including the date falling three years after the Funding Date;

(d) in relation to the Uncommitted ACR Facility, a period to be agreed in writing between the Uncommitted ACR Facility Lenders; and

(e) in relation to the Revolving Facility, the period from and including the Funding Date to and including the date falling one Month prior to the Termination Date for the Revolving Facility.

“Available Ancillary Commitment” means, in relation to an Ancillary Facility, the relevant Ancillary Lender’s Ancillary Commitment less the Ancillary Outstandings in relation to that Ancillary Facility.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 9.7 (Affiliates of Lenders as Ancillary Lenders) and as set out below in this definition):

(a) the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of the Revolving Facility only, the Base Currency Amount of the aggregate of its Ancillary Commitments; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of the Revolving Facility only, the Base Currency Amount of its Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under the Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Facility:

(i) that Lender’s participation in any Revolving Facility Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii) that Lender’s (or its Affiliates’) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Base Case Model” means the financial model including profit and loss, balance sheet and cashflow projections in agreed form relating to the Group (for these purposes assuming closing of the Acquisitions) attached as Schedule 13 (Base Case Model).

“Base Currency” means US dollars.

“Base Currency Amount” means:

(a) in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the Senior Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at

6

the Facility Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Facility Agent receives the Utilisation Request in accordance with the terms of this Agreement) and, in the case of a Letter of Credit, as adjusted under Clause 6.7 (Revaluation of Letters of Credit) at six-monthly intervals; and

(b) in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Facility Agent by the Company pursuant to Clause 9.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Facility Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Facility Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility.

“Borrowings” has the meaning given to that term in Clause 27.1 (Financial definitions).

“Break Costs” means the amount (if any) by which:

(a) the interest (excluding the Margin and Mandatory Costs) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Budget” means:

(a) in relation to the Financial Year ending 31 December 2008, the budget to be delivered by the Company to the Facility Agent pursuant to Clause 4.1 (Initial conditions precedent); and

(b) in relation to any other period, any budget delivered by the Company to the Facility Agent in respect of that period pursuant to Clause 26.5 (Budget).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Moscow, Cyprus and Vienna and:

(a) (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or

(b) (in relation to any date for payment or purchase of euro) any TARGET Day.

“Capital Expenditure” has the meaning given to that term in Clause 27.1 (Financial definitions).

7

“Cash” means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

(a) that cash is repayable on demand;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition; and

(c) there is no Security over that cash except for Transaction Security or any Permitted Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements.

“Cash Equivalent Investments” means at any time:

(a) certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c) commercial paper not convertible or exchangeable to any other security:

(i) for which a recognised trading market exists;

(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii) which matures within one year after the relevant date of calculation; and

(iv) which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P1 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d) any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Rating Ltd or P1 or higher by Moody’s Investor Services Limited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above and (iii) can be turned into cash on not more than 30 days’ notice; or

(e) any other debt security approved by the Majority Lenders,

in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).

8

“Cayco 1” means Lion/Rally Cayman 1 L.P., a company incorporated under the laws of the Cayman Islands (corporate identity no. 24427) with its registered office at c/o Stuarts Corporate Services Ltd., P.O. Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands.

“Cayco 2” means Lion/Rally Cayman 2, a company incorporated under the laws of the Cayman Islands (corporate identity no. 211329) with its registered office at c/o Stuarts Corporate Services Ltd., P.O. Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands.

“Cayco 3” means Lion/Rally Cayman 3, a company incorporated under the laws of the Cayman Islands (corporate identity no. 211901) with its registered office at c/o Stuarts Corporate Services Ltd., P.O. Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands.

“CEDC” means Central European Distribution Corporation, a company incorporated under the laws of Poland with its registered office at ul. Bokserska 66, 02-690 Warszawa, Poland.

“CEDC Loan Notes” has the meaning given to it in the Intercreditor Deed.

“Certain Funds Period” means the period beginning on the Signing Date and ending on the Funding Date or any earlier date at which the obligations of the Company, as purchaser, under the Acquisition Agreement terminate.

“Certain Funds Utilisation” means a Loan made or to be made under a Term Facility or the Revolving Facility during the Certain Funds Period where such Loan is to be made to the Senior Borrower solely to on-lend the proceeds thereof pursuant to the On-Loan Facility Agreement to the extent to be used for the Acquisition Purposes.

“Change of Control” means, at any time, Lion and/or CEDC and their respective principals and their Affiliates and management (together, the “Permitted Holders”) cease to have power, directly or indirectly, to vote or direct the voting of issued share capital of the Company having a majority of the ordinary voting power for the election of directors of the Company, provided that the occurrence of the foregoing event shall not be deemed a Change of Control if:

(a) at any time prior to the occurrence of a Flotation of the Company or any Holding Company of the Company, and for any reason whatever:

(i) any of the Permitted Holders otherwise have the right to designate (and do so designate or approve) a majority of the board of directors of the Company; or

(ii) the Permitted Holders and their respective employees, directors and officers (together, the “Lion/CEDC Group”) (or any of them) legally and beneficially own (directly or indirectly) an amount of the issued ordinary share capital of the Company equal to at least 50 per cent. of the issued ordinary share capital of the Company and such ownership by the Lion/CEDC Group represents the largest single block of voting shares of the Company held by any person or persons acting in concert; or

9

(b) at any time after the occurrence of a Flotation, and for any reason whatever:

(i) no person or persons acting in concert, excluding the Lion/CEDC Group, has become the legal or beneficial owner, directly or indirectly, of more than the greater of:

(A) 30 per cent. of the issued share capital of the Company; and

(B) the percentage of the then issued voting shares of the Company legally or beneficially owned by the Lion/CEDC Group (taken together); and

(ii) the board of directors of the Company shall consist of a majority of continuing directors,

provided in each case that:

(1) where Lion does not have power, directly or indirectly, to vote or direct the voting of shares having a majority of the ordinary voting power for the election of directors of the Company, but where the Lion/CEDC Group does have such power, it shall be a Change of Control if the credit rating of CEDC as an institution is at any time lower than B1 by Moody’s Investor Services Limited or B+ by Standard & Poor’s Rating Services or if at any time CEDC as an institution is unrated; and

(2) it shall be a Change of Control if CEDC acquires (alone or in concert with Lion) power, directly or indirectly, to vote or direct the voting of shares having a majority of the ordinary voting power for the election of directors of the Company while an Event of Default has occurred and is continuing.

For the purposes of this definition of “Change of Control”, the following terms have the following meanings:

(i) “affiliate” as to any person, means any other person which, directly or indirectly, is in control of, is under the control of, or is under common control with, such person;

(ii) “continuing directors” means, at any time and in relation to the Company, any member of the board of directors of the Company who:

(A) was a member of such board of directors at the Closing Date;

(B) was nominated for election or elected to such board of directors with, or whose nomination for election or election to such board of directors was approved by, the affirmative vote of a majority of the continuing directors who were members of such board of directors at the time of such nomination or election; or

(C) was a designee of Lion or was nominated by Lion or any designee of Lion on such board of directors; and

(iii) “control” of a person means the power, directly or indirectly, either to (A) vote more than 50 per cent. of the shares (or stock, as applicable) having ordinary voting power for the election of directors of such person or (B) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

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“Charged Property” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Chorniy & Mikola” means OOO “Chorniy & Mikola”, a limited liability company with its registered office at 19/4, Pirogovskogo street, Kiev 03110, Ukraine.

“Cirey Holdings” means Cirey Holdings Inc., a company incorporated under the laws of the British Virgin Islands with its registered office at 325 Waterfront Drive, Omar Hodge Building, 2^nd Floor, Wickhams Cay Road Town, Tortola, British Virgin Islands.

“Cirey Subsidiaries” means the following direct and indirect subsidiaries of Cirey Holdings: ZAO Mid Russian Distilleries and its subsidiary OOO Pervy Kupazhny Zavod and OOO The Trading House Russian Alcohol (“Trading House”), OOO Topaz Distillery (“Topaz”), OOO Bravo Premium, OOO The Trading House Russian Alcohol Centre, OOO The Trading House Russian Alcohol North-West, OOO Chop Schit Topaza, OOO Chop Rapid BP and ZAO Sibirsky LVZ, each a company incorporated in Russia.

“Clean-Up Period” means the period beginning on the Closing Date and ending on the date falling 90 days after the Closing Date (or such other date as may be agreed between the Company and the Facility Agent (acting on the instructions of the Majority Lenders)).

“Closing Date” means the date on which the Company acquires (directly or indirectly) 99.9 per cent. of the share capital of Russian Alcohol Group and each of the other companies of the Target Group (other than the Sibirsky Shares, the acquisition of which shall be governed by paragraph (e) of Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow)), and on which the Parent acquires 0.1 per cent. of the shares of Russian Alcohol Group, in each case in accordance with the Structure Memorandum.

“Commitment” means a Facility A Commitment, a Facility B Commitment, an ACR Financing Commitment, an Uncommitted ACR Facility Commitment or a Revolving Facility Commitment.

“Commitment Letter” means the commitment letter dated 25 June 2008 between the Company, Goldman Sachs International, Goldman Sachs Credit Partners L.P., Bank Austria Creditanstalt AG, ING Bank N.V., London Branch and Raiffeisen Zentralbank Österreich AG.

“Commitment Documents” has the meaning given to it in the Commitment Letter.

“Competitor” means any person:

(a)	(i)	whose primary business in the ordinary course of trading is the manufacture or wholesale marketing and supply or distribution of spirits and long drinks; and
	(ii)	which is in direct competition with any member of the Group in any of the fields described in paragraph (i) above and in any market in which a member of the Group carries on its business; or

(b) which holds more than 50% of the issued share capital of any person falling within paragraph (a) above.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or otherwise in an agreed form.

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“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 8 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Facility Agent.

“Consolidated EBITDA” has the meaning given to that term in Clause 27.1 (Financial definitions).

“Constitutional Documents” means, in the case of any Obligor or On-Loan Obligor, its memorandum and articles of association or analogous documents in any relevant jurisdiction.

“Debt Principal Treasury Transaction” means any derivative transaction entered into in accordance with the Hedging Letter in connection with the protection of principal debt under this Agreement against or benefit from fluctuation in any rate or price.

“Declared Default” means:

(a) an Event of Default which has resulted in the Facility Agent serving a notice under any one or more of paragraphs (b), (d) and (f) of Clause 29.19 (Acceleration);

(b) an Event of Default which has resulted in the Facility Agent serving notice and making a demand under any one or more of paragraphs (c), (e), or (g) of Clause 29.19 (Acceleration); or

(c) an Event of Default which has resulted in the Facility Agent exercising or directing the Security Agent to exercise any of the rights, remedies, powers or discretions referred to in paragraph (h) of Clause 29.19 (Acceleration).

“Deed of Guarantee and Covenant” means the deed of guarantee and covenant entered or to be entered into by (among others) the Senior Borrower, the Company, certain of the Cirey Subsidiaries in connection with this Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 29 (Events of Default) which would be (with the expiry of a grace period or the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) an Event of Default, provided that any such event or circumstance specified in Clause 29 (Events of Default) which requires the satisfaction of a condition (but not a determination) as to materiality under the Finance Documents before it becomes an Event of Default shall not be a Default until that condition as to materiality is met.

“Defence Dividend” means, in respect of any member of the Group incorporated or tax-resident in Cyprus, any dividend by such company in such amount as is required to avoid liability of such company to a special contribution for defence pursuant to Special Defence Contribution Law, Law No. 117(1)/2002 (as amended) of the Cyprus tax code.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Gross Amount” has the meaning given to that term in Clause 9.2 (Availability).

“Designated Net Amount” has the meaning given to that term in Clause 9.2 (Availability).

“Designated Party” means any person listed:

(a) in the Annex to the Executive Order;

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(b) on any “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury; or

(c) in any successor list to either of the foregoing.

“Disposal” has the meaning given to that term in Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow).

“Disposal Proceeds” has the meaning given to that term in Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow).

“Dispute” has the meansing set out in Clause 44.1 (Arbitration).

“Disqualified Share(s)” of any person means any Equity Interest in that person:

(a) which, by its terms or by the terms of any security into which it is convertible or for which it is exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, under a sinking fund obligation or otherwise, or is redeemable at the option of or is subject to any put option (or any agreement with a comparable economic effect) which may be exercised by that person, any Affiliate of that person or the holder of such Equity Interest in whole or in part; or

(b) which is convertible or exchangeable for Financial Indebtedness of any person or any Equity Interests described in this paragraph (b) ir in paragraph (a) above; or

(c) the holders of which have any rights to cause any event described in Clauses 29.6 (Insolvency) or 29.7 (Insolvency proceedings) in relation to non-payment of dividends, principal or other amounts thereunder (other than, for the avoidance of doubt, rights to cause a members’ voluntary liquidation) or to take enforcement action against any member of the Group in relation to non-payment of dividends, principal or other amounts thereunder; or

(d) which contains any cash yield payment obligation prior to 10.5 years from the Funding Date.

“Dividend” has the meaning given to that term in Clause 28.20 (Dividends and share redemption).

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owing to it) which in aggregate equal or exceed $200,000 (or its equivalent) provided that the aggregate assets held by all of the Dormant Subsidiaries do not exceed $500,000.

“Earn-out Amount” has the meaning given to it in paragraph (f) of Clause 28.40 (Conditions subsequent; Structure Memorandum).

“Earn-out Available Amount” means up to a maximum amount of $12,500,000 of the Total ACR Financing Facility Commitment.

“Earn-out Period” means the period from 1 January 2009 to 31 May 2009.

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

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“Environmental Law” means any applicable law or regulation which relates to:

(a) the pollution or protection of the environment;

(b) harm to or the protection of human health;

(c) the conditions of the workplace; or

(d) any emission or substance capable of causing harm to any living organism or the environment.

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“Equity Documents” means the Shareholders’ Agreements, the Subscription Agreements, the Loan Note Documents, and each other agreement between the Investors (and/or any other shareholders of the Company or any direct or indirect Holding Company of the Company) and the Company or any direct or indirect Holding Company of the Company to which the Investors (and/or any other shareholders of the Company or any direct or indirect Holding Company of the Company) make any investment in the Company or any such Holding Company.

“Equity Interests” means, with respect to any person, any and all shares, interests, participations, capital contributions, membership interests (howsoever designated) or other equivalents, howsoever designated, of equity shares or other equity participations (whether voting or non-voting), including partnership interests, whether general or limited, in such person.

“Escrow Account” means an escrow account of the Escrow Agent as defined in the Escrow Agreement.

“Escrow Agent” means Raiffeisen Zentralbank Österreich AG, in it capacity as escrow agent under the Escrow Agreement.

“Escrow Agreement” means the escrow agency agreement between the Company, LVZ Holdings Ltd as seller, Russian Alcohol Group as purchaser and Raiffeisen Zentralbank Österreich Aktiengesellschaft as escrow agent dated on or about the Signing Date.

“EURIBOR” means, in relation to any Loan in euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.

“Event of Default” means any event or circumstance specified as such in Clause 29 (Events of Default).

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“Excess Cashflow” has the meaning given to that term in Clause 27.1 (Financial definitions).

“Executive Order” means Executive Order No. 13224 of 23 September 2001 Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism.

“Existing Financial Indebtedness” means any Financial Indebtedness of any member of the Target Group (other than any Financial Indebtedness incurred pursuant to the terms of the Finance Documents) outstanding as at the Closing Date and to be repaid in accordance with the Funds Flow Statement and the Structure Memorandum.

“Existing Receivables Financing Program” means the receivables financing programs and any other factoring arrangements existing at the Closing Date between Petrocommerzbank and each of:

(a) Topaz, including under a General Agreement on Financing with Assignment of Monetary Claims (Factoring) No. 132-04-F dated September 24, 2004; and

(b) Trading House, including under a General Agreement on Financing with Assignment of Monetary Claims (Factoring) No. 157-05-F dated July 27, 2005, Addendum No. 1 dated July 27, 2005, Addendum No. 2 dated July 27, 2005, Addendum No. 3 dated November 10, 2005.

“Expiry Date” means, for a Letter of Credit, the last day of its Term and, for an Ancillary Facility, the maturity date of such Ancillary Facility.

“Facility” means a Term Facility, an Ancillary Facility or the Revolving Facility.

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Facility A Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility A Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility Agent Appointment Letter” means the letter entered into prior to the Signing Date by which the Senior Borrower appointed the On-Loan Agent as its agent in connection with the On-Loan Facility.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility A Repayment Date” means each date set out in Part 1 of Schedule 14 (Facility A Repayment Date Installments).

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“Facility Agent’s Spot Rate of Exchange” means the Facility Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the relevant foreign exchange market at or about 11:00a.m. on a particular day.

“Facility B” means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Facility B Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility B Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Facility Office” means:

(a) in respect of a Lender or the Issuing Bank, the office or offices notified by that Lender or the Issuing Bank to the Facility Agent in writing on or before the date it becomes a Lender or the Issuing Bank (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

“Fee Letter” means:

(a) a fee letter dated 25 June 2008 and made between (among others) Goldman Sachs Credit Partners L.P. and the Company setting out (among other things) the fees referred to in Clauses 18.1 (Commitment fees), 18.2 (Arrangement and other fees) and 18.3 (Facility Agency and Security Agency fee); and

(b) the Issuing Bank Fee Letter.

“Finance Document” means this Agreement, any Accession Letter, any Ancillary Document, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Hedging Letter, the Intercreditor Deed, the Deed of Guarantee and Covenant, the Facility Agent Appointment Letter, the On-Loan Facility Agreement, any Selection Notice, any Transaction Security Document, any Utilisation Request, any Transfer Certificate, any Letter of Credit and any other document designated as a “Finance Document” by the Facility Agent and the Company.

“Finance Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

“Finance Party” means the Facility Agent, each Mandated Lead Arranger, the Security Agent, a Lender, the Issuing Bank, a Hedging Counterparty or any Ancillary Lender.

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“Financial Indebtedness” means (without duplication) any indebtedness for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (other than performance bonds not in respect of or supporting Financial Indebtedness), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of Finance Leases;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirements for de-recognition under the Accounting Principles);

(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value as at the relevant date on which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution, other than guarantees given to the relevant tax authority in respect of excise tax, export duties or similar such taxes, duties or imposts payable by a member of the Group in its ordinary course of trading;

(h) any amount raised by the issue of redeemable shares to the extent such shares are redeemable (other than at the option of the issuer thereof) during the term of this Agreement or are otherwise classified as borrowings under the Accounting Principles except where such redemption amounts are payable to a member of the Group;

(i) any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question (for the avoidance of doubt, this paragraph (i) does not include:

(i) liability to Capital Expenditure creditors;

(ii) current trading liabilities;

(iii) accrued expenses in the ordinary course of trade; and

(iv) any staged payment arrangements,

where in each case the raising of finance or the raising of finance for acquisition or construction of the asset or service in question is not one of the primary reasons behind entering into the agreement or agreements under which such liability arises);

(j) the amount of any liability under an agreement in respect of the supply of assets or services where payment is due more than 180 days after the date of supply, or is more than 180 days past due;

17

(k) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles (excluding, for the avoidance of doubt, any operating leases to the extent classified as such under the Accounting Principles); and

(l) (without double counting) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (k) above.

“Financial Quarter” has the meaning given to that term in Clause 27.1 (Financial definitions).

“Financial Year” has the meaning given to that term in Clause 27.1 (Financial definitions).

“Flotation” means the admission of or the grant of permission to deal in any part of the issued share capital of any member of the Group (or Holding Company of any member of the Group) on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or any other public exchange or public market in any country or any other sale or issue by way of initial public offering.

“Flotation Proceeds” in relation to any Flotation, means the amount received (by the Investors, by any person through which the Investors hold a direct or indirect equity interest in the Group or by any member of the Group (each a “Relevant Person”)) in Cash or Cash Equivalents (or other instruments which upon receipt are readily convertible into Cash on reasonable commercial terms) from the share capital sold or issued (as the case may be) in such Flotation (for the avoidance of doubt, such Cash or Cash Equivalents shall not include such issued share capital itself), subject to the following:

(a) including the amount of any intercompany loan repaid to continuing members of the Group;

(b) treating consideration initially received in a form other than Cash, Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash or becomes readily so convertible on reasonable commercial terms;

(c) after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by any Relevant Person in connection with the Flotation;

(d) after deducting properly incurred costs and expenses incurred by any person for which any Relevant Person is liable in connection with the Flotation.

“Funding Date” means the date of the first Utilisation of the Facilities, which shall be no later than 31 August 2008.

“Funds Flow Statement” means a sources and uses statement including a funding steps paper delivered pursuant to Clause 4.1 (Initial Conditions Precedent).

“Glavspirttrest” means OOO “Glavspirttrest”, a company with its registered office at 46, Oktyabrskaya str., Pushkino, Moscow Region, 141200, Russian Federation.

“Group” means the Senior Borrower, the Company and the Subsidiaries of the Company for the time being including, after the Closing Date, the Target Group.

“Group Structure Chart” means the chart set out in Schedule 12 (Group Structure Chart).

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“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31 (Changes to the Obligors).

“Guarantor Accession Date” means the date falling as soon as reasonably practicable following the Signing Date and in any event no later than 90 days after the Signing Date.

“Guarantor Coverage Test” has the meaning given to it in Clause 28.34 (Guarantors).

“Hedging Agreement” means any master agreement, confirmation, Schedule or other agreement entered into or to be entered into by the Senior Borrower, Goldman Sachs International (or an Affiliate thereof) and/or the Company and/or an On-Loan Borrower and a Hedging Counterparty limited to the purpose of hedging interest rate liabilities or foreign exchange risks in relation to the Term Facilities.

“Hedging Counterparty” means a Lender or any Affiliate of a Lender (or otherwise as provided in the Intercreditor Deed) which has become a party to the Intercreditor Deed as a Hedging Counterparty in accordance with the provisions of the Intercreditor Deed.

“Hedging Letter” has the meaning given to it in Part 1 of Schedule 2 (Conditions Precedent).

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which the first-mentioned company or corporation is a Subsidiary.

“IBOR” means LIBOR or EURIBOR as appropriate.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Information Memorandum” means the document in the form approved by the Company concerning the Group which, at the request of the Company and on its behalf, is to be prepared in relation to this transaction and distributed by the Mandated Lead Arrangers prior to the Syndication Date in connection with the syndication of the Facilities.

“Information Package” means the Information Memorandum, the Reports and the Base Case Model.

“Intellectual Property” means:

(a) any patents, trade marks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and

(b) the benefit of all applications and rights to use such assets of each member of the Group.

“Intercreditor Deed” means the intercreditor deed dated on or about the Signing Date and made between the Parent, the Company, the Senior Borrower, the other Obligors, the Security Agent, the Facility Agent, the Lenders, the Hedging Counterparties, the lenders of Structural Intra-Group Loans and certain others.

“Interest Payment Treasury Transaction” means any derivative transaction entered into in accordance with the Hedging Letter in connection with the protection of any interest payable under this Agreement against or benefit from fluctuation in any rate or price.

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“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 16 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 15.3 (Default interest).

“Intragroup Loan” means a loan from one member of the Group to another member of the Group.

“Investor Side Letter” means the side letter, in the agreed form, between the Facility Agent and the Investors relating to the Reports.

“Investors” means Cayco 1, Cayco 2, Cayco 3, CEDC and the Vendor SPVs.

“Issuing Bank” means the Lender identified above as an issuing bank and any other Lender which has notified the Facility Agent that it has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement and has acceded to the Intercreditor Deed by delivery to the Facility Agent of a duly completed accession undertaking in the form attached to the Intercreditor Deed (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the “Issuing Bank”) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.

“Issuing Bank Fee Letter” means a fee letter entered into in connection with this Agreement among the Senior Borrower and the Issuing Bank.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity in each case, which is not a Subsidiary of the Group.

“L/C Proportion” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the Available Facility under the Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.

“Legal Opinion” means any legal opinion delivered to the Facility Agent under Clause 4.1 (Initial conditions precedent) or Clause 31 (Changes to the Obligors).

“Legal Reservations” means:

(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b) the time barring of claims under applicable limitation laws and defences of acquiescence, set-off or counterclaim (including the English law Limitation Acts) and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of UK stamp duty may be void;

(c) the principle that in certain circumstances security granted by way of fixed charge may be recharacterised as a floating charge or that security purported to be constituted as an assignment may be recharacterised as a charge;

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(d) the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f) the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which security has purportedly been created; and

(g) similar principles, rights and defences under the laws of any Relevant Jurisdiction.

“Lender” means:

(a) when designated “Facility A”, the Original Lenders identified in Part 2 of Schedule 1 (The Original Lenders) as participating in Facility A and any New Lender to whom rights and/or obligations under that Facility are assigned or transferred in accordance with Clause 30 (Changes to the Lenders);

(b) when designated “Facility B”, the Original Lenders identified in Part 2 of Schedule 1 (The Original Lenders) as participating in Facility B and any New Lender to whom rights and/or obligations under that Facility are assigned or transferred in accordance with Clause 30 (Changes to the Lenders);

(c) when designated “ACR Financing Facility”, the Original Lenders identified in Part 2 of Schedule 1 (The Original Lenders) as participating in the ACR Financing Facility and any New Lender to whom rights and/or obligations under that Facility are assigned or transferred in accordance with Clause 30 (Changes to the Lenders);

(d) when designated “Uncommitted ACR Facility”, the Lenders and the New ACR Facility Lenders (if any) which have agreed in writing to participate in and make available the Uncommitted ACR Facility to the Target Group pursuant to paragraphs (b) and (d) of Clause 10.1 (Uncommitted ACR Facility) and any New Lender to whom rights and/or obligations under that Facility are assigned or transferred in accordance with Clause 30 (Changes to the Lenders); and

(e) when designated “Revolving Facility”, the Original Lenders identified in Part 2 of Schedule 1 (The Original Lenders) as participating in the Revolving Facility and any New Lender to whom rights and/or obligations under that Facility are assigned or transferred in accordance with Clause 30 (Changes to the Lenders),

(until, in each case referred to in paragraphs (a) to (e) (inclusive) above, its entire participation in such Facility has been assigned or transferred in accordance with Clause 30 (Changes to the Lenders)); and without any such designation means a Facility A Lender, Facility B Lender, ACR Financing Facility Lender, an Uncommitted ACR Facility Lender and/or a Revolving Facility Lender.

“Letter of Credit” means:

(a) a letter of credit, substantially in the form set out in Schedule 10 (Form of Letter of Credit) or in any other form requested by the Senior Borrower (or the Company on its behalf) and agreed by the Issuing Bank; or

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(b) any guarantee, indemnity or other instrument in a form requested by the Senior Borrower (or the Company on its behalf) and agreed by the Facility Agent and the Issuing Bank.

“LIBOR” means, in relation to any Loan other than a Loan in euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.

“Lion” means Lion Capital LLP, an English limited liability partnership whose registered office is at 21 Grosvenor Place, London SW1X 7HF, United Kingdom, and any of its Affiliates.

“LMA” means the Loan Market Association.

“Loan” means a Term Loan or a Revolving Facility Loan.

“Loan Note Documents” means the Loan Notes and Loan Note Instrument to be entered into in agreed form and any other documents entered into pursuant to any of them.

“Loan Note Holders” means the holders of any Loan Notes from time to time.

“Loan Note Instrument” means the instrument pursuant to which the Loan Notes are, or are to be, constituted.

“Loan Notes” means the loan note dated on or about the Signing Date in the sum of $35,500,000 between Lion/Rally Lux 2 S.à r.l. as noteholder and Lion/Rally Lux 3 S. à r.l. as issuer, the loan note dated on or about the Signing Date in the sum of $35,500,000 between Lion/Rally Lux 3 S.à r.l. as noteholder and Pasalba Ltd. as issuer, the loan note dated on or about the Signing Date in the sum of $98,777,500 between Lion/Rally Lux 3 S.à r.l. as noteholder and Pasalba Ltd. As issuer, and any other loan notes issued from time to time.

“Locked Box Date” means 30 June 2008.

“LTM EBITDA” means, at any time and for any company or group of companies, EBITDA of such company or group of companies for the period of twelve months prior to such time.

“Luxco I” means Lion/Rally Lux 1 S.à r.l., a company incorporated under the laws of Luxembourg (corporate identity no. B 139056) having its registered office at 9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg.

“Luxco II” means Lion/Rally Lux 2 S.à r.l., a company incorporated under the laws of Luxembourg (corporate identity no. B 139055) having its registered office at 9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg.

“Maintenance Capital Expenditure” means Capital Expenditure for the maintenance or replacement of existing property or equipment of the Group; provided that such property and equipment as so maintained or replaced will have substantially similar (or reduced)

22

production productivity, capacity and capabilities in the context of the business of the Group as the property or equipment so maintained or replaced had when new, it being acknowledged and agreed that Capital Expenditure for an upgrade (with materially different production productivity, capacity and capabilities) or that otherwise expands production productivity, capacity and capabilities in a material manner shall not be “Maintenance Capital Expenditure”.

“Major Breach” means any non-compliance (in each case, only with respect to any member of the Group that is not a member of the Target Group, unless any non-compliance is consented to or knowingly permitted by such member of the Group that is not a member of the Target Group) with any undertaking set out in Clause 28.1 (Authorisations), Clause 28.2 (Compliance with laws), Clause 28.7 (Merger and Demerger), Clause 28.9 (Acquisitions), Clause 28.10 (Joint ventures), Clause 28.11 (Holding Company), Clause 28.14 (Pari passu ranking), Clause 28.15 (Negative pledge), Clause 28.16 (Disposals), Clause 28.18 (Loans or credit), Clause 28.19 (No Guarantees or indemnities), Clause 28.20 (Dividends and share redemption), Clause 28.21 (Investor Debt), Clause 28.22 (Financial Indebtedness) or Clause 28.29 (Documents).

“Major Default” means (in each case, only with respect to any member of the Group which is not a member of the Target Group, unless any such default is consented to or knowingly permitted by such member of the Group that is not a member of the Target Group) an Event of Default pursuant to Clause 29.1 (Non-payment), Clause 29.2 (Financial covenants and other obligations) (but only to the extent that it relates to a Major Breach), Clause 29.3 (Other obligations) (but only to the extent that it relates to a Major Breach), Clause 29.4 (Misrepresentation) (but only to the extent that it relates to a Major Misrepresentation), Clause 29.5 (Cross-default), Clause 29.6 (Insolvency), Clause 29.7 (Insolvency proceedings), Clause 29.8 (Creditors’ process), Clause 29.9 (Unlawfulness and invalidity), Clause 29.10 (Intercreditor Deed) (but only to the extent that it relates to a member of the Group which is not a member of the Target Group), Clause 29.11 (Cessation of business) (only to the extent that it relates to a member of the Group which is not a member of the Target Group) or Clause 29.15 (Repudiation and rescission of agreements).

“Major Representation” means the representations and warranties set out (but ignoring any reference to any member of the Target Group and their respective assets) in Clause 25.2 (Status), Clause 25.3 (Binding obligations), Clause 25.4 (Non-conflict with other obligations), Clause 25.5 (Power and authority), Clause 25.6 (Validity and admissibility in evidence), Clause 25.20 (Security and Financial Indebtedness), Clause 25.22 (Good title to assets), and Clause 25.38 (Holding Companies).

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate to more than 66 ²/3 per cent. of the Total Commitments (or, if the Commitments have been reduced to zero, Lenders whose Commitments aggregate to more than 66 ²/3 per cent. Of the Total Commitments immediately before that reduction).

“Mandatory Cost” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 4 (Mandatory Cost Formula).

“Margin” means:

(a) in relation to any Facility A Loan, 3.50 per cent. per annum;

(b) in relation to any Facility B Loan, 5.00 per cent. per annum;

(c) in relation to any ACR Financing Loan, 3.50 per cent. per annum;

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(d) in relation to any Uncommitted ACR Facility Loan, a percentage rate per annum to be agreed between the Senior Borrower and the Uncommitted ACR Lenders;

(e) in relation to any Revolving Facility Loan, 3.50 per cent. per annum;

(f) in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

(g) in relation to any other Unpaid Sum, the highest rate specified above;

but if:

(i) no Event of Default has occurred and is continuing;

(ii) a period of at least 12 months has expired since the Funding Date; and

(iii) Total Leverage in respect of the most recently completed Relevant Period is within a range set out below,

then the Margin for each Loan under Facility A, Facility B, the ACR Financing Facility and the Revolving Facility will be the percentage per annum set out below in the column for that Facility opposite that range:

Total Leverage	Facility A Margin % p.a.	Facility B Margin % p.a.	ACR Financing Facility Margin % p.a.	Revolving Facility Margin % p.a.
Greater than 2.50:1	3.50	5.00	3.50	3.50
Greater than 2.25:1 but less than or equal to 2.50:1	3.25	5.00	3.25	3.25
Greater than 2.00:1 but less than or equal to 2.25:1	3.00	4.75	3.00	3.00
Greater than 1.75:1 but less than or equal to 2.00:1	2.75	4.75	2.75	2.75
Less than or equal to 1.75:1	2.50	4.50	2.50	2.50

However:

(i) any increase or decrease in the Margin for a Loan shall take effect from the first day of the then-current Interest Period during which the Facility Agent receives the Compliance Certificate for the most recently completed Relevant Period pursuant to Clause 26.3 (Provisions and contents of Compliance Certificate);

(ii) if following receipt by the Facility Agent of the annual audited financial statements of the Group and related Compliance Certificate, those statements and Compliance Certificate do not confirm the basis for:

(A) a reduced Margin, then the provisions of Clause 15.2 (Payment of interest) shall apply and the Margin for that Loan (the “Higher Margin”) shall be the

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percentage per annum determined using the table above and the revised ratio of Total Leverage calculated using the figures in the Compliance Certificate, and the Senior Borrower will make appropriate adjustment payments to the Facility Agent to put the Facility Agent and the Lenders in the position they would have been in had the Higher Margin applied during such period; and

(B) an increased Margin, then the provisions of Clause 15.2 (Payment of interest) shall apply and the Margin for that Loan (the “Lower Margin”) shall be the percentage per annum determined using the table above and the revised ratio of Total Leverage calculated using the figures in the Compliance Certificate, and the Senior Borrower will make appropriate adjustment in future payments to the Facility Agent to put the Group in the position it would have been in had the Lower Margin applied during that period;

(iii) while an Event of Default is continuing, the Margin for each Loan under Facility A, Facility B, the ACR Financing Facility and the Revolving Facility shall be the highest percentage per annum set out above for a Utilisation under that Facility;

(iv) if that Event of Default is remedied or waived in accordance with the terms of this Agreement, the Margin shall be recalculated by the Facility Agent on the basis of the most recent Compliance Certificate and any reduction in the Margin shall take effect from the date of delivery of such Compliance Certificate;

(v) for the purpose of determining the Margin, Total Leverage and Relevant Period shall be determined in accordance with Clause 27.1 (Financial definitions);

(vi) if the aggregate weighted average return (including, without limitation, interest and any commitment fees payable by the Senior Borrower in relation thereto, other than underwriting fees or any amount representing original issuer discount save to the extent added to interest) of the Uncommitted ACR Facility (the “Uncommitted ACR Return”) is higher than the interest payable in connection with the ACR Financing Facility, the Margin on the ACR Financing Facility shall, notwithstanding Clause 41.2 (Exceptions) be adjusted so that at all times it matches the level of such return; and

(vii) the Uncommitted ACR Return may not exceed the applicable interest on Facility B by more than 0.5 per cent. per annum.

“Matching Contribution” means, in relation to any Defence Dividend, a payment by the recipient of such dividend to the company paying such dividend of an amount by way of Shareholder Loan or as a capital increase in exchange for the issuance of shares (other than Disqualified Shares) equal to the amount of such dividend.

“Material Adverse Effect” means any event or circumstance which has or is reasonably likely to have:

(a) a material adverse effect on:

(i) the ability of the Group taken as a whole to perform its payment obligations or financial covenants under the Finance Documents; or

25

(ii) the business, assets or financial condition of the Group taken as a whole, but in each case taking into account:

(A) any insurance, warranty or other claim for indemnification in respect of such event or circumstances held by any member of the Group or to which any member of the Group is entitled to benefit (and having regard to the creditworthiness of each insurer, warrantor or indemnifier and the latest date by which such indemnification is due to be paid); and

(B) any legally binding commitment by any person to provide any additional ordinary equity directly or indirectly to the Company, having regard to the creditworthiness of the person and the latest date by which such payment is committed to be made; or

(b) subject to the Legal Reservations and the Perfection Requirements, an effect on the validity, enforceability or (subject to any Permitted Security) the priority or ranking of the Transaction Security Documents, which is materially adverse to the interests of the Lenders under the Facilities taken as a whole and which, if capable of remedy, is not remedied within 10 Business Days of an Obligor becoming aware of the issue or being given notice of the issue by the Facility Agent.

“Material Company” means, at any time:

(a) an Obligor;

(b) an On-Loan Obligor;

(c) a wholly owned member of the Group that holds shares in an Obligor or an On-Loan Obligor (in either case directly or indirectly); or

(d) a Material Subsidiary.

“Material Contracts” means the Acquisition Agreement and any other contract designated as such by the Facility Agent and the Company.

“Material Intellectual Property” means all Intellectual Property which is material in the context of the business of each member of the Group and which is required by it in order to carry on its business in all material respects as it is being conducted.

“Material Subsidiary” means, at any time, a Subsidiary of the Company:

(a) which is listed in Schedule 15 (Indicative List of Material Companies);

(b) whose revenues, gross assets or EBITDA (as defined in Clause 27 (Financial Covenants)) (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents 5 per cent. or more of the aggregate revenues, gross assets or EBITDA (as defined in Clause 27 (Financial Covenants)) of the Group calculated on a consolidated basis;

(c) any Obligor;

(d) any member of the Group which holds any Material Intellectual Property; or

(e) any Subsidiary of the Company designated by the Company to the Facility Agent as a Material Subsidiary.

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Compliance with the conditions set out in paragraph (b) above shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the finance director of the Group as representing an accurate reflection of the revised consolidated revenue, Consolidated EBITDA or gross assets of the Group).

A report by the Auditors of the Company that a Subsidiary is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all Parties.

“MDM Discharge Letter” means a letter signed by MDM Bank confirming:

(a) the settlement figure for the MDM Sibirsky Facility on the settlement date;

(b) the settlement date; and

(c) that on receipt of the settlement amount on the settlement date MDM Bank will execute and deliver to the Escrow Agent a discharge deed discharging the Sibirsky Encumbrance.

“MDM Sibirsky Facility” means the loan facility secured by the Sibirsky Encumbrance.

“Monitoring Fees” means the fees payable quarterly in advance by any member or members of the Group (and any reasonably and properly incurred out-of-pocket expenses payable) to Lion pursuant to a monitoring and oversight agreement provided that the maximum aggregate amount of such fees (but not including the reimbursement of such expenses) that may be due and payable in any one Financial Year may not exceed (a) prior to the first anniversary of the Closing Date, US$1,000,000 and (b) in each year thereafter, US$1,500,000.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly.

“New ACR Facility Lender” has the meaning given to it in Clause 10.1 (Uncommitted ACR Facility).

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“New Lender” has the meaning given to it in Clause 30.1 (Assignments and transfers by the Lenders).

“Non-Consenting Lender” has the meaning given to it in Clause 41.3 (Replacement of Lender).

“Obligor” means the Senior Borrower or a Guarantor.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors’ Agent).

“On-Loan” means the loan or loans made available to the On-Loan Borrowers pursuant to the On-Loan Facility Agreement.

“On-Loan Borrower” means each of the Joint Stock Company “Distillery Topaz”, OOO Perviy Kupazhiniy Zavod, Bravo Premium LLC, Limited Liability Company “The Trading House “Russian Alcohol” and ZAO “Sibirsky LVZ”, each as borrower under the On-Loan Facility Agreement and any Subsidiary of the Company which accedes to the On-Loan Facility Agreement as a borrower, or any other person approved by the Facility Agent (acting on the instructions of the Majority Lenders).

“On-Loan Facility Agent” means the “Facility Agent” as defined in the Facility Agent Appointment Letter.

“On-Loan Facility Agreement” means a facility agreement to be entered into in a form acceptable to the Facility Agent between (amongst others) the Senior Borrower and the On-Loan Borrowers pursuant to which the proceeds of the Facilities pursuant to this Agreement shall be on-lent by (or, in the case of Letters of Credit or Ancillary Facilities hereunder, made available by) the Senior Borrower to the On-Loan Borrowers.

“On-Loan Finance Documents” has the meaning given to it in the On-Loan Facility Agreement.

“On-Loan Guarantor” means a Guarantor under (and as defined in) the On-Loan Facility Agreement.

“On-Loan Obligor” means an On-Loan Borrower or a Guarantor under (and as defined in) the On-Loan Facility Agreement.

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Finance Party” means a Finance Party as at the Signing Date.

“Original Financial Statements” means:

(a) the audited consolidated accounts for the Target Group (or such other group of companies which represented materially all of the operations of the Target Group at such time) for (i) the Financial Year ended 31 December 2006 (which includes prior year comparatives); (ii) the six months ended 30 June 2007; and (iii) the Financial Year ended 31 December 2007;

(b) the unaudited consolidated management accounts of the Target Group (or such other group of companies which represented materially all of the operations of the Target Group at such time) for the three-month period ending 31 March 2008; and

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(c) in relation to any Obligor, its audited consolidated financial statements delivered to the Facility Agent as required by Clause 31 (Changes to the Obligors).

“Original Obligor” means the Senior Borrower or an Original Guarantor.

“Overdue Receivables” means the amount of all trade receivables of the Group under any agreement in respect of the supply of assets or services where payment is more than 90 days past due.

“Overfunded Amount” means US$9,000,000 contributed by way of equity to the Company on or before the Closing Date and held, subject to Clause 15.5 (Overfunding Account), in the Overfunding Account.

“Overfunding Account” means a blocked account of the Company, Russian Alcohol Group, Sibirsky or Topaz maintained with the Facility Agent in accordance with Clause 15.5 (Overfunding Account), in each case subject to Transaction Security in favour of the Security Agent.

“Parent” means Lion/Rally Lux 3 S.à r.l., a company incorporated under the laws of Luxembourg (corporate identity no. B 139054) having its registered office at 9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filings, endorsements, notarisations, stampings and/or notifications of the Transaction Security Documents and/or the security created thereunder that are referred to in the Legal Opinions.

“Performance Payment” means a payment by a member of the Group to the Parent by way of dividend or loan principal or interest payments of up to $2,000,000 in each full Financial Year following the Closing Date, subject to:

(a) there being no Default outstanding or and no Default is reasonable likely to result from the payment thereof;

(b) EBITDA for the relevant Financial Year being no less than:

(i) $10,000,000 for the first such complete Financial Year following the Closing Date;

(ii) $12,500,000 for the second such complete Financial Year; and

(iii) $15,000,000 for the third and each subsequent such complete Financial Year,

in each case, above the Agreed Base Case Model EBITDA for such Financial Year; and

(c) the Fixed Charge Cover Ratio for such Financial Year being no less than 1.5:1 both before and after the making of the relevant Performance Payment (for such purpose, the amount of the relevant Performance Payment being deducted from Consolidated Cashflow),

29

((a) to (c) above inclusive, the “Performance Payment Criteria”).

“Permitted Acquisition” means:

(a) the Acquisitions;

(b) an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal pursuant to paragraph (b) of the definition thereof;

(c) an acquisition of shares or securities pursuant to a Permitted Share Issue;

(d) the acquisition of Cash Equivalent Investments;

(e) the incorporation or formation of a limited liability entity or the acquisition of a limited liability entity with no prior trading history and no material liabilities, where the aggregate amount applied in subscribing for or otherwise acquiring shares in such entities does not exceed $100,000 in any Financial Year;

(f) following the Clean-Up Period, any acquisition for cash of at least 75 per cent. plus one share or more of the voting issued share capital and economic interests represented by the issued share capital (in each case, on a fully diluted basis) in a limited liability company (or (A) the acquisition for cash of any existing business carried on as a going concern provided such acquisition is made by a limited liability company whose sole purpose is to make the acquisition or (B) the acquisition of Intellectual Property provided that such Intellectual Property, if material, is acquired by a Material Subsidiary over which a pledge of shares has been granted pursuant to the Transaction Security Documents) where:

(i) in respect of all acquisitions (other than as consented to by the Majority Lenders) under this paragraph (f), all paragraphs other than paragraphs (F), (J) and (K) below apply in each case; and

in addition:

(ii) in respect of any acquisition (or series of related acquisitions) where the consideration (including associated costs and expenses) and any Financial Indebtedness discharged by the purchaser in connection with such acquisition or series of related acquisitions or remaining in, and any assumed actual or contingent liability of, the acquired company (or business) or any of its Subsidiaries at the date of acquisition (together, the “Total Purchase Price”) is in excess of $20,000,000, paragraphs (F) and (J) (and, in the case of acquisitions in excess of $75,000,000 only, paragraph (K)) below also apply:

(A) the acquired company (or business) and each of its Subsidiaries is incorporated or established, and carries on its principal business, in Russia, Ukraine, Georgia, Kazakhstan, the European Union, Switzerland, Norway or the United States of America and, in the case of any acquired Intellectual Property, copyright in and/or trade marks of the same are registered or otherwise held in any such jurisdiction;

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(B) the acquired company (or business) and each of its Subsidiaries carries on a similar or complementary business or is a business similar or complementary to one currently undertaken by a member of the Group and, in the case of any acquired Intellectual Property, the same is complementary to the business undertaken by a member of the Group;

(C) the Total Purchase Price, when aggregated with the Total Purchase Price for any company or business or any Subsidiary of it acquired and for such Intellectual Property acquired in connection with any other Permitted Acquisition which has occurred prior to the time of the relevant acquisition, does not exceed prior to the Termination Date, $100,000,000 in aggregate (or its equivalent in other currencies) plus (in each case), where the cash element of any proposed acquisition consideration is provided by any one or more of the following:

(1) further ordinary equity contributions or Shareholder Loans to the Company as a member of the Group to the extent not used for other purposes (for the avoidance of doubt, any equity contributions or Shareholder Loans described in the Structure Memorandum and/or made to satisfy a condition precedent to a Utilisation hereunder is not such a further ordinary equity contribution or Shareholder Loan and not a Matching Contribution);

(2) Excess Cash Flow for any previous Financial Years after deducting any required mandatory prepayments hereunder, to the extent not used for other purposes;

(3) Disposal Proceeds which are described in paragraph (ii) of the definition of “Excluded Disposal Proceeds”, to the extent not used for other purposes (including a reinvestment described in such paragraph (ii)); and

(4) the Flotation Proceeds of any Flotation which are not required to be prepaid under paragraph (b) of Clause 13.1 (Exit), to the extent not used for other purposes;

(D) no actual or potential Event of Default has occurred and is continuing at the time of, or will result from, the acquisition;

(E) no acquisition may be made, without the prior consent of the Majority Lenders, of any company, business or Intellectual Property which:

(1) will not have or generate positive Consolidated EBITDA at closing of the proposed acquisition for the 12-month period immediately preceding the proposed closing date (as evidenced in the audited (or if unaudited, management) financial statements of such company or business); and

(2) is not forecast (based on assumptions (including as to synergies) and projections believed in good faith to be reasonable) to have or generate positive Consolidated EBITDA for the 12-month period immediately following the proposed closing date,

31

in either such case, where any assumed synergies are supported by:

(x) in the case of any acquisition of less than or equal to $20,000,000, a report of the chief financial officer of the Group as set out in paragraph (a)(ii) of the definition of “Acquisition and Disposal Adjustment”; and

(y) in the case of any other acquisition, a report by an Approved Accounting Firm in form and substance satisfactory to the Majority Lenders (acting reasonably);

(F) on a pro forma basis taking into account the proposed acquisition and any synergies identified pursuant to paragraph (a)(ii) of the definition of “Acquisition and Disposal Adjustment” and on the basis of the most recent Budget and financial statements of the Group delivered pursuant to Clause 26.2 (Financial statements):

(i) the Total Leverage of the Group will be 0.5x inside the then-applicable covenanted Total Leverage pursuant to Clause 27.2 (Financial condition), but taking into account the relevant acquisition, on each of the next four succeeding dates on which it is due to be tested under this Agreement; and

(ii) the Group will not breach any of the requirements of Clause 27.2 (Financial condition) on any of the next four succeeding dates on which they are due to be tested under this Agreement;

(G) the acquired company (and each of its Subsidiaries) or business does not have any material contingent off-balance sheet liabilities, or material contingent environmental, litigation, pension or tax liabilities which are not fully accounted for in the consideration payable in respect of such acquisition;

(H) to the extent lawful and (in the case of paragraph (2) below only) subject to the Agreed Security Principles, if the acquired company or business or Intellectual Property would constitute (or cause the acquiring company to constitute) a Material Subsidiary:

(1) such company shall become a Guarantor or an On-Loan Guarantor; and

(2) security is given over the shares of the acquired company and its assets or the assets of the acquired business or over such acquired Intellectual Property,

in each case, upon or within 90 days following the acquisition in favour of (and in form and substance satisfactory to) the Security Agent acting on the instructions of the Facility Agent;

(I) the acquisition is completed in accordance with all applicable laws and all material approvals, authorisations, consents and licences, exemptions, filings, notarisations, and registrations in relation to such acquisition and the related business are obtained and remain in full force and effect at all required times;

(J) the Facility Agent has received a copy of the terms of the acquisition, the legal and accounting due diligence reports in respect of the acquired company

32

or business (as applicable) (in each case, capable of reliance by the Finance Parties on terms acceptable to the Facility Agent (acting reasonably)), a structure paper in respect of the acquisition, a memorandum from the board of the Company setting out the rationale for the acquisition, a budget in respect of the acquired company, and a revised Base Case Model taking into account the acquisition; and

(K) in the case of any acquisition in excess of $75,000,000, such acquisition is financed by a minimum of 40 per cent. equity; or

(g) any other acquisition to which the Majority Lenders have given their consent in writing under this Agreement.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal which, except in the case of paragraph (b) of this definition, is on arm’s length terms:

(a) of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity;

(b) of any asset by a member of the Group (the “Disposing Company”) to another member of the Group other than the Parent (the “Acquiring Company”), but if:

(i) the Disposing Company is an Obligor or On-Loan Obligor, the Acquiring Company must also be an Obligor or On-Loan Obligor;

(ii) the Disposing Company had given Security over the asset in relation to obligations under this Agreement or the On-Loan Facility Agreement, the Acquiring Company must give equivalent Security over that asset; and

(iii) the Disposing Company is a Guarantor or an On-Loan Guarantor, the Acquiring Company must be a Guarantor or On-Loan Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company;

(c) of any assets from an Obligor to a member of the Group who is not an Obligor provided that the aggregate amount transferred from an Obligor to a member of the Group who is not an Obligor (net of the value of any assets transferred from such member of the Group who is not an Obligor to such Obligor in connection with the same transaction or series of transactions) does not exceed (when aggregated with any Permitted Guarantee pursuant to paragraph (c)(iv) of that definition and any Permitted Loan pursuant to paragraph (e) of such definition) $1,000,000 in any Financial Year or $2,500,000 cumulatively from the Signing Date (or, in each case, the equivalent in other currencies);

(d) of assets (other than shares or businesses or Real Property) in exchange for other assets comparable or superior as to type, value or quality;

(e) of obsolete or redundant vehicles, plant and equipment for cash;

(f) of Cash or Cash Equivalent Investments not otherwise prohibited by this Agreement;

(g) to a Permitted Joint Venture that is a Permitted Joint Venture Investment;

(h) of assets pursuant to a compulsory acquisition by any governmental authority;

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(i) constituted by a licence of intellectual property rights permitted under Clause 25.25 (Intellectual Property);

(j) arising as a result of any Permitted Security (but not the enforcement thereof);

(k) required under the Financing Documents;

(l) of any Real Property which is not required for the purpose for which the Real Property is normally utilised by the Group nor is required for the efficient operation of its business by any member of the Group, provided that the proceeds are applied in accordance with the provisions of this Agreement;

(m) of assets for cash where the higher of the fair market value and net consideration receivable (when aggregated with the higher of the fair market value and net consideration received for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs) does not exceed:

(i) $15,000,000 (or its equivalent in other currencies) in any Financial Year; and

(ii) $25,000,000 (or its equivalent in other currencies) in aggregate after the Signing Date; and

(n) any other sale, lease, licence, transfer or other disposal to which the Majority Lenders have given their consent in writing.

“Permitted Financial Indebtedness” means Financial Indebtedness:

(a) arising under any of the Transaction Documents as in force on the Signing Date, subject always to the terms of this Agreement;

(b) of the Target Group for a period of not more than 90 days after the Funding Date in respect of the Existing Receivables Financing Program, up to a maximum of the Base Currency Amount of 1,400,000,000 Roubles;

(c) to the extent covered by a Letter of Credit or other letter of credit, guarantee or indemnity issued under an Ancillary Facility;

(d) arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or in respect of Utilisations made in Optional Currencies, but not a foreign exchange transaction for investment or speculative purposes;

(e) arising under a Permitted Loan or a Permitted Guarantee or as permitted by Clause 28.30 (Treasury Transactions);

(f) of any person acquired by a member of the Group (other than the Company) after the Funding Date which is incurred under arrangements in existence at the date of such acquisition but not incurred or increased (other than by capitalisation of interest pursuant to arrangements in existence at the date of such acquisition) or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three months following the date of acquisition;

34

(g) not permitted by the preceding paragraphs or as a Permitted Transaction and the outstanding principal amount of which:

(i) subject to paragraphs (ii) and (iii) below, does not exceed $30,000,000 (or its equivalent in other currencies) in any Financial Year (or part thereof) following the Funding Date; or

(ii) during the second Financial Year following the Funding Date, provided Total Leverage is 2.5:1 or less, does not exceed $40,000,000 (or its equivalent in other currencies); or

(iii) during the third and each subsequent Financial Year (or part thereof) following the Funding Date, provided Total Leverage is 2.5:1 or less, does not exceed $50,000,000 (or its equivalent in other currencies),

in aggregate for the Group;

(h) under any netting arrangement (not including with the Company) arising in the ordinary course of the Target Group’s banking arrangements permitted pursuant to paragraph (c) of the definition of “Permitted Security”; and

(i) any other Financial Indebtedness to which the Majority Lenders have given their consent in writing under this Agreement.

“Permitted Guarantee” means:

(a) the endorsement of negotiable instruments in the ordinary course of trade;

(b) any performance or similar bond guaranteeing performance by a member of the Group under any contract (other than a contract that is or evidences Financial Indebtedness) entered into in the ordinary course of trade;

(c) any guarantee:

(i) arising under the Finance Documents;

(ii) issued by an Obligor or an On-Loan Obligor in respect of the Permitted Financial Indebtedness of another Obligor or On-Loan Obligor (other than, in either case, the Company);

(iii) issued by a member of the Group in respect of obligations of an Obligor or an On-Loan Obligor (other than the Company);

(iv) issued by an Obligor or an On-Loan Obligor in respect of obligations of a member of the Group which is not an Obligor or an On-Loan Obligor provided that the aggregate amount guaranteed does not at any time exceed (when aggregated with any Permitted Disposal pursuant to paragraph (c) of that definition and any Permitted Loan pursuant to paragraph (e) of that definition) $1,000,000 in any Financial Year and $2,500,000 cumulatively since the Signing Date (or, in either case, the equivalent in any other currencies); or

(v) issued by a member of the Group (other than, in either case, the Company) that is not an Obligor or On-Loan Obligor in respect of the obligations of another member of the Group that is not an Obligor or On-Loan Obligor;

35

(d) any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (b) of the definition of “Permitted Security”;

(e) any guarantee granted by any person acquired by a member of the Group after the Funding Date which is granted under arrangements in existence at the date of the acquisition, but not granted or increased in contemplation of, or since that, acquisition, and outstanding only for a period of three months following the date of that acquisition;

(f) any guarantee given by a member of the Group in respect of or to secure obligations of a Permitted Joint Venture to the extent the maximum contingent liability thereunder is a Permitted Joint Venture Investment;

(g) any guarantee given to any relevant tax authority in respect of excise taxes, export duties or other such taxes, charges, duties or imposts payable by any member of the Group in the ordinary course of trading;

(h) any guarantee not permitted by the preceding paragraphs where the maximum aggregate contingent liability of all such guarantees under this paragraph (h) (together with any loans under paragraph (k) of the definition of “Permitted Loan”) do not exceed $5,000,000 (or its equivalent in other currencies) in aggregate for the Group at any time; and

(i) any other guarantee to which the Majority Lenders have given their consent in writing under this Agreement.

“Permitted Joint Venture” has the meaning given to that term in Clause 28.10 (Joint Ventures).

“Permitted Joint Venture Investment” has the meaning given to that term in Clause 28.10 (Joint Ventures).

“Permitted Loan” means:

(a) any trade credit extended by any member of the Group (other than the Company, the Company or the Senior Borrower) to its customers on normal commercial terms and in the ordinary course of its trading activities;

(b) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (d) of such definition);

(c) any loan made for the purposes of enabling an Obligor to meet its payment obligations under the Finance Documents or for the purpose of enabling an On-Loan Obligor to meet its payment obligations under the On-Loan Facility Agreement;

(d) a loan made by an Obligor or On-Loan Obligor to another Obligor or On-Loan Obligor (in either case, other than to the Company);

(e) a loan made by a member of the Group which is not an Obligor or On-Loan Obligor to another member of the Group that is not an Obligor or On-Loan Obligor (other than the Company),

(f) a loan made by an Obligor or an On-Loan Obligor to a member of the Group (other than the Company) that is not an Obligor or On-Loan Obligor provided that the aggregate amounts of such loans (when aggregated with any Permitted Guarantee pursuant to paragraph (c)(iv) of such definition) shall not at any time exceed $1,000,000;

36

(g) a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed $1,000,000 (or its equivalent in other currencies) at any time;

(h) any loan which is a Joint Venture Investment permitted by Clause 28.10 (Joint Ventures);

(i) any loan made by a member of the Group (other than to the Company) so long as the aggregate amount of the Financial Indebtedness under any such loans (together with any guarantees under paragraph (h) of the definition of Permitted Guarantee) does not exceed $5,000,000 (or its equivalent in other currencies) at any time;

(j) any other loan to which the Majority Lenders have given their consent in writing under this Agreement; and

(k) any loan made by a member of the Group that is not an Obligor or On-Loan Obligor to a member of the Group that is an Obligor or On-Loan Obligor (other than the Company),

so long as, in the case of any such loan to an Obligor or On-Loan Obligor under paragraph (c), (d), (i), (j) or (k) above exceed $2,500,000 individually, or $5,000,000 in aggregate:

(i) the creditor of such Financial Indebtedness shall (if it is an Obligor or On-Loan Obligor) grant security over its rights in respect of such Financial Indebtedness in favour of the Lenders (in the case of an Obligor) or the Lender under (and as defined in) the On-Loan Facility Agreement on terms acceptable to the Facility Agent (acting on the instructions of the Majority Lenders); and

(ii) the creditor and (if the debtor is a member of the Group) the debtor of such Financial Indebtedness shall be party to the Intercreditor Deed as intercompany creditor and intercompany debtor, respectively,

and so long as, in the case of any loan under paragraph (k) above, the rights and interests of the relevant creditor(s) in and under such loan are expressed to be subordinate to the rights and interests of the Finance Parties in and under the Finance Documents and are documented under a law that provides for enforcement of subordination by third parties on terms (including subordination, insolvency, turnover, interest rate and maturity) acceptable to the Facility Agent (acting reasonably).

“Permitted Payment” means:

(a) provided at the time of payment there is then no Event of Default which is continuing:

(i) the arrangement fees, costs, expenses and directors’ fees of the Investors and the costs, expenses and taxes of the Group’s Holding Companies up to an aggregate of $1,000,000 per annum under this paragraph (i), and

(ii) Advisory Fees;

37

(b) Monitoring Fees and, on or after the Closing Date, the Advisory Fee relating to the Acquisitions;

(c) a Dividend from a member of the Group (other than the Company or the Senior Borrower) to another member of the Group (other than the Company);

(d) a Performance Payment in accordance with the Performance Payment Criteria; and

(e) a Dividend or payments by the Company to the Parent if:

(i) no Default has occurred and is continuing when the Dividend is paid or payment is made; and

(ii) the Total Leverage, as at the end of the Financial Quarter immediately preceding the date on which the Dividend or payment is to be made pro forma to give effect to such Dividend on payment and any Financial Indebtedness incurred after the end of such Financial Quarter is equal to or less than 2.0:1; and

(f) any Defence Dividend provided that a simultaneous Matching Contribution is made.

“Permitted Receivables Financing” means a non-recourse receivables financing on arm’s-length terms for cash payable at the time of disposal of the relevant receivables, where the aggregate value of such receivables sold pursuant to such financing does not exceed $10,000,000 (or its equivalent in any other currency) at any time.

“Permitted Reorganisation” means:

(a) a Reorganisation involving the business or assets of, or shares of (or other interests in) any member of the Group (other than the Company or the Senior Borrower) where all of the business, assets and shares of (or other interests in) the relevant member of the Group continue to be owned directly or indirectly by the Company in the same or a greater percentage as prior to such Reorganisation, other than:

(i) the shares of (or other interests in) a member of the Group which has been merged into another member of the Group or which has otherwise ceased to exist (including for instance by way of the collapse of a solvent partnership or solvent winding-up of a corporate entity) as a result of such Reorganisation; or

(ii) the business, assets and shares of (or other interests in) any member of the Group which cease to be owned:

(A) as a result of a Permitted Disposal or merger permitted under this Agreement; or

(B) as a result of a cessation of business or solvent winding-up of a member of the Group in conjunction with a distribution of all or substantially all of its assets remaining after settlement of its liabilities to its immediate shareholder(s) or other persons holding partnership or other ownership interests in such member of the Group; or

(C) as a result of a disposal of shares (or partnership or other ownership interests) in a member of the Group required in order to comply with

38

applicable laws, provided that any such disposal is limited to the minimum amount required to comply with such applicable laws and the Facility Agent is provided with relevant information in relation to such disposal and the applicability of such laws; and

(b) any other Reorganisation involving one or more members of the Group (other than the Company or the Senior Borrower) and approved by the Majority Lenders,

provided that:

(i) the Lenders (or the Security Agent acting on their behalf) or the Lender under (and as defined in) the On-Loan Facility Agreement will continue to have the same or substantially equivalent guarantees (ignoring for the purpose of assessing such equivalency any limitations required in accordance with the Agreed Security Principles) and Security over the same or substantially equivalent assets (other than from any entity which has ceased to exist (as a result of such Reorganisation)) and over the assets and the shares of (or other interests in) the transferee or the entity surviving as a result of such Reorganisation (save to the extent such assets cease to exist or to be owned by members of the Group (as a result of such Reorganisation) and/or to the extent such assets, shares or other interests are disposed of as a Permitted Disposal);

(ii) in relation to the granting of any new guarantee or Security or transfer of assets subject to Security in connection with such Reorganisation, the Security Agent shall have received legal opinions in relation to the Security and guarantees satisfactory to it;

(iii) where such Reorganisation involves merging an Obligor or On-Loan Obligor with another entity, the surviving entity will have assumed or will continue to be liable for the obligations of such merged Obligor or On-Loan Obligor and will (if not already the Senior Borrower or a Guarantor or On-Loan Guarantor) immediately become the Senior Borrower or a Guarantor or On-Loan Guarantor (as appropriate); and

(iv) no Event of Default has occurred and is continuing or would arise from such Reorganisation and such Reorganisation, in any event, is not or could not reasonably be expected to be materially adverse to the interests of the Lenders under the Finance Documents or the Lender (as defined in the On-Loan Facility Agreement) under the On-Loan Finance Documents,

and provided further that in no circumstances shall a cessation of business or solvent winding-up of the Company or the Senior Borrower or of the Target Group constitute a Permitted Reorganisation hereunder.

“Permitted Security” means:

(a) any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

39

(b) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group but only so long as:

(i) such arrangement does not permit credit balances of Obligors or On-Loan Obligors to be netted or set off against debit balances of members of the Group which are not Obligors or On-Loan Obligors;

(ii) such arrangement does not give rise to other Security over the assets of Obligors or On-Loan Obligors in support of liabilities of members of the Group which are not Obligors or On-Loan Obligors; and

(iii) such arrangement does not permit credit balances of members of the Group to be netted or set off against debit balances of the Company,

except, in the case of paragraphs (i) and (ii) above only, to the extent such netting, set-off or Security relates to, or is granted in support of, a loan permitted pursuant to paragraph (f) of the definition of “Permitted Loan”; and

(c) any netting or set-off arrangement entered into by the Target Group in the ordinary course of its banking arrangements for the purpose of netting debt and credit balances of Target Group but only so long as:

(i) such arrangements do not permit credit balances of Obligors or On-Loan Obligors to be netted or set off against debit balances of Target Group companies which are not Obligors or On-Loan Obligors; and

(ii) such arrangements do not give rise to other Security over the assets of Obligors or On-Loan Obligors in support of liabilities of members of the Target Group which are not Obligors or On-Loan Obligors under cash pooling arrangements, to the extent such arrangements:

(A) are among or between Obligors; or

(B) arise under any Treasury Transactions entered into in the ordinary course of financial management of the Group on market standard terms;

(d) any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the Funding Date if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the principal amount secured has not been increased in contemplation of or (otherwise than by capitalisation of interest) since the acquisition of that asset by a member of the Group; and

(iii) the Security or Quasi-Security is removed or discharged within three months of the date of acquisition of such asset;

40

(e) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the Funding Date, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

(i) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the principal amount secured has not been increased in contemplation of or (otherwise than by capitalisation of interest secured thereby) since the acquisition of that asset by a member of the Group; and

(iii) the Security or Quasi-Security is removed or discharged within 3 months of that company becoming a member of the Group;

(f) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

(g) any Security or Quasi-Security over documents of title and goods as part of a documentary credit transaction entered into in the ordinary course of trade;

(h) any Security or Quasi-Security (existing as at the date of the Acquisition Agreement) over assets of any member of the Target Group which does not otherwise constitute Permitted Security so long as the Security or Quasi-Security is irrevocably removed or discharged by no later than 90 days after the Funding Date;

(i) any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(j) any Security granted over any rental deposits in respect of any Real Property leased or licensed by a member of the Group, in respect of any amounts representing not more than 12 Months’ rent for that Real Property, as security for the tenant’s (or licensee’s) obligations under such lease or license;

(k) any Security over shares in a Permitted Joint Venture to secure obligations of members of the Group in relation to the Joint Venture to the other shareholders in the Permitted Joint Venture;

(l) any Security, arising by operation of law in respect of Tax, being contested in good faith where adequate reserves have been made for the payment of such Tax and any costs associated with contesting such Tax; and

(m) any Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (a) to (n) above):

(i) subject to paragraphs (ii) and (iii) below, does not exceed $30,000,000 (or its equivalent in other currencies) in any Financial Year (or part thereof) following the Funding Date; or

41

(ii) during the second Financial Year following the Funding Date, provided Total Leverage is 2.5:1 or less, does not exceed $40,000,000 (or its equivalent in other currencies); or

(iii) during the third and each subsequent Financial Year (or part thereof) following the Funding Date, provided Total Leverage is 2.5:1 or less, does not exceed $50,000,000 (or its equivalent in other currencies),

in aggregate for the Group;

“Permitted Share Issue” means an issue of:

(a) shares (other than Disqualified Shares) by the Company to any of its shareholders (not including any member of the Group), which issue does not result in a Change of Control;

(b) shares by a member of the Group (other than the Company) which is a Subsidiary to its immediate shareholder where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms and (if the relevant member of the Group is not a wholly-owned subsidiary of its Holding Company), the shares issued to the shareholders which are not members of the Group shall be proportionate to their shareholding and (for the avoidance of doubt) shall not be required to be subject to Transaction Security provided that in the case of any shares of the Company or Senior Borrower, such shares are not Disqualified Shares;

(c) shares (other than Disqualified Shares) by the Company pursuant to a Flotation not constituting a Change of Control; and

(d) shares by any member of the Group in connection with a Permitted Joint Venture.

“Permitted Transaction” means:

(a) any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

(b) a Permitted Reorganisation; or

(c) any other transaction permitted in writing by the Facility Agent acting on the instructions of the Majority Lenders.

“Program Receivables” means trade receivables of the Group sold (on a recourse basis) pursuant to the Existing Receivables Financing Program.

“PWC Financial Report” means the final financial report incorporating a tax report by PricewaterhouseCoopers LLP dated on or about the Signing Date.

“Qualifying Lender” has the meaning given to that term in Clause 19.1 (Definitions).

“Quarter Date” has the meaning given to it in Clause 27.1 (Financial definitions).

“Quasi-Security” has the meaning given to that term in Clause 28.15 (Negative pledge).

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

(a) the first day of that period for a Loan denominated in Sterling;

(b) (for euro) two TARGET Days before the first day of that period; and

(c) (for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days) and provided that, in connection with any shortened period for delivery of a Utilisation Request agreed to by the Facility Agent (acting on the instructions of each affected Lender), the Quotation Day shall be such day as the Facility Agent may reasonably direct.

“Real Property” means:

(a) any freehold, leasehold or immovable property; and

(b) any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Recovery Claim” has the meaning set out in paragraph (a) of Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow).

“Reference Banks” means, in relation to LIBOR, the principal London offices of JPMorgan Chase Bank, N.A., HSBC Bank Plc and Deutsche Bank AG, and in relation to EURIBOR, Bayerische Hypo-und Vereinsbank AG, Commerzbank AG and ING Bank N.V., or, in each case, such other banks as may be appointed by the Facility Agent in consultation with the Company.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or adviser as the first fund or, if it is managed by a different investment manager or adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or adviser of the first fund.

“Relevant Interbank Market” means, in relation to euro, the European interbank market, and, in relation to any other currency, the London interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c) any jurisdiction where it conducts any material business; and

(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

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“Relevant Period” has the meaning given to that term in Clause 27.1 (Financial definitions).

“Renewal Request” means a written notice delivered to the Facility Agent in accordance with Clause 6.6 (Renewal of a Letter of Credit).

“Reorganisation” means an amalgamation, demerger, merger, consolidation, solvent corporate reconstruction or any other solvent reorganisation.

“Repayment Instalment” means each repayment instalment in relation to Facility A calculated and payable as set out in paragraph (a) of Clause 11.1 (Repayment of Term Loans).

“Repeating Representations” means each of the representations set out in Clauses 25.2 (Status) to Clause 25.7 (Governing law and enforcement), Clause 25.9 (Insolvency), Clause 25.14 (Original Financial Statements), Clause 25.21 (Ranking), Clause 25.34 (Anti-Terrorism Laws), Clause 25.35 (Anti money laundering) and Clause 25.37 (Margin stock).

“Replacement Lender” means, for the purposes of Clause 12.1 (Illegality), Clause 12.7 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank) and Clause 41.3 (Replacement of Lender) a Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which is acceptable to the Facility Agent (acting reasonably) and (in the case of any transfer of a Revolving Facility Commitment), the Issuing Bank, which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.

“Reports” means:

(a) the PWC Financial Report;

(b) the Structure Memorandum;

(c) the final insurance report by Marsh in final form;

(d) the final legal due diligence report by Baker Botts LLP in final form;

(e) the final market due diligence report by Bain & Company in final form; and

(f) the final environmental due diligence report by ERM in final form.

“Reserve Account” means any blocked account (other than the Overfunding Account) of an Obligor or an On-Loan Obligor with Raiffeisen Zentralbank Österreich AG to be operated in accordance with paragraph (e) of Clause 3.1 (Purpose) and subject to Transaction Security in favour of the Security Agent.

“Revolving Facility” means the revolving facility made available under this Agreement and described in paragraph (a)(v) of Clause 2.1 (The Facilities).

“Revolving Facility Borrower” means:

(a) in relation to the Revolving Facility, the Senior Borrower; and

44

(b) where the proceeds of a Revolving Facility Utilisation are advanced under the On-Loan Facility Agreement, any On-Loan Borrower that is the borrower of such Utilisation.

“Revolving Facility Commitment” means:

(a) in relation to an Original Lender, the amount of the Base Currency set opposite its name under the heading “Revolving Facility Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Revolving Facility Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount in the Base Currency of any Revolving Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Revolving Facility Loan” means a loan made or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan.

“Revolving Facility Utilisation” means a Revolving Facility Loan or a Letter of Credit issued by way of utilisation of the Revolving Facility.

“Rollover Loan” means one or more Revolving Facility Loans:

(a) made or to be made on the same day that:

(i) a maturing Revolving Facility Loan is due to be repaid; or

(ii) a demand by the Facility Agent pursuant to a drawing in respect of a Letter of Credit is due to be met;

(b) the aggregate amount of which is equal to or less than the maturing Revolving Facility Loan or the relevant claim in respect of that Letter of Credit;

(c) in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)) or the relevant claim in respect of that Letter of Credit; and

(d) the proceeds are made or to be made to the same Revolving Facility Borrower under the On-Loan Facility Agreement for the purpose of:

(i) refinancing the corresponding maturing Utilisation under the On-Loan Facility Agreement; or

(ii) satisfying the relevant claim in respect of that Letter of Credit.

“Russia” means the Russian Federation.

“Russian Alcohol Group” means ZAO “Russian Alcohol Group” a company incorporated under the laws of Russia (principal state registration number: 1037705023190) having its registered office at 1, Eniseiskaya str., Moscow, 129344, Russian Federation.

“Screen Rate” means:

(a) in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period; and

45

(b) in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“Secured Parties” means:

(a) each Finance Party from time to time party to this Agreement and any Receiver or Delegate; and

(b) the Senior Borrower solely in its capacity as secured party under the On-Loan Finance Documents.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Schedule 3 (Requests) given in accordance with Clause 16 (Interest Periods) in relation to a Term Facility.

“Senior Management” means Sergei Sorokin, Vadim Kasyanov, Kairat Zhangozin, Vladimir Ivanov, Sergey Popov and Sergey Krivonogov.

“Service Contract” means a service contract of any member of Senior Management in agreed form.

“Shareholder Loan” means Financial Indebtedness owed by the Company to the Parent which Financial Indebtedness must, in each case:

(a) provide for bullet repayment on a final scheduled maturity no earlier than the Termination Date;

(b) provide for interest (if any) to be capitalised and payable in cash solely either at the final maturity of such Financial Indebtedness or providing for interest payments at a rate and payable at times approved by the Majority Lenders; and

(c) (in the case of such Financial Indebtedness owed by the Company) be pledged or charged (as appropriate) under the Transaction Security Documents to secure the Finance Parties; and

(d) be subordinated as a Shareholder Loan pursuant to the Intercreditor Deed.

“Shareholder Loan Documents” means the documents to be entered into pursuant to which any Shareholder Loan is to be made available, and any documents supplemental or ancillary thereto.

“Shareholders’ Agreements” means the agreement regulating the relationship between the shareholders of Luxco I dated on or about the Signing Date and the agreement regulating the relationship between the shareholders of Cayco 2 dated on or about the Signing Date.

“Shares” means all of the shares acquired pursuant to the Acquisition Agreement.

“Sibirsky Encumbrance” means the pledge agreement for shares in ZAO Sibirsky LVZ existing as at the Closing Date between OAO MDM-Bank and LVZ Holdings Ltd.

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“Sibirsky Shares” means the share capital of ZAO “Sibirsky LVZ” to be acquired pursuant to Acquisition 2.

“Signing Date” means the date of this Agreement.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables).

“Structural Intra-Group Loan” means:

(a) the loan made by the Parent to the Company pursuant to the Loan Note Documents;

(b) the loan made by the Company to Russia Alcohol Group;

(c) the loan made by the Company to ZAO Distillery Topaz;

(d) the loan made by the Company to ZAO Sibirsky LVZ; and

(e) each loan made pursuant to the On-Loan Facility,

in each case as specified in the Structure Memorandum.

“Structural Intra-Group Loan Documents” means the documents to be entered into pursuant to which any Structural Intra-Group Loan is made available, and any documents supplemental or ancillary thereto.

“Structural Leverage Ratio” means the ratio of Borrowings under the Term Facilities to Consolidated EBITDA.

“Structure Memorandum” means the tax and structure paper in final form describing the structure for effecting the Acquisitions prepared by PricewaterhouseCoopers LLP.

“Sub-Holdco” means Latchey Limited, a company incorporated under the laws of Cyprus (corporate identity no. HE 210957) having its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus, a wholly-owned subsidiary of the Company.

“Subscriber” means Lion/Rally Lux 1 under the CPEC issued by Lion/Rally Cayman 2, Lion/Rally Lux 2 under the CPEC issued by Lion/Rally Lux 1, Lion/Rally Lux 3 under the CPEC issued by Lion/Rally Lux 2 and Lion/Rally Lux 1 under the CPEC issued by Lion Capital (Guernsey) Limited, as set out in the Funds Flow Statement and the Structure Memorandum.

“Subscription Agreements” means the CPECs subscription agreement dated on or about the Signing Date and made between Luxco I and the Subscriber and together with the related terms and conditions.

“Subsequent Transaction” means, collectively, any future proposals for a tender offer, acquisition, sale, merger, exchange, offer, recapitalisation, restructuring or other similar transaction directly or indirectly involving the Company or any of its Subsidiaries, and any other person or entity.

“Subsidiary” means, in relation to any person, any entity which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and “control” for this purpose means the direct or indirect ownership of the majority of the voting share capital of such entity or the right or ability to direct management to comply with the type of material

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restrictions and obligations contemplated in this Agreement or to determine the composition of a majority of the board of directors (or like board) of such entity, in each case whether by virtue of ownership of share capital, contract or otherwise.

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate to more than 90 per cent. of the Total Commitments (or, if the Commitments have been reduced to zero, Lenders whose Commitments aggregate to more than 90 per cent. of the Total Commitments immediately before that reduction).

“Supplemental Security” means, in connection with any Hedging Agreement and any Utilisation of any Ancillary Facility, Security which (subject to the Agreed Security Principles) any Hedge Counterparty (in accordance with the Hedging Strategy Letter) or, as the case may be, Ancillary Lender may reasonably require to secure its rights pursuant or in relation to such Hedging Agreement or (as the case may be) Clause 9.4 (Repayment of Ancillary Facility).

“Syndication Date” means the earlier of (x) the date which is six months after the commencement of general syndication of the Facilities (such commencement to be no later than the later of 30 June 2008 and the Funding Date) and (y) the date of completion of syndication of the Facilities as notified by the Facility Agent (acting on the instructions of the Majority Lenders) to the Company.

“Target Companies” means Russian Alcohol Group, Ushba Distillery, Chorniy & Mikola, Vlaktor Trading, AUK Holdings and Glavspirtrest.

“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises interlinked national real time gross settlement systems and the European Central Bank’s payment mechanism and which began operations on 4 January 1999.

“TARGET₂” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means:

(a) until such time as TARGET is permanently closed down and ceases operations, any day on which both TARGET and TARGET₂ are; and

(b) following such time as TARGET is permanently closed down and ceases operation, any day on which TARGET₂ is,

open for the settlement of payments in euro.

“Target Group” means Sub-Holdco, the Cirey Subsidiaries, the Russian Alcohol Group, Ushba Distillery, Chorniy & Mikola, Vlaktor Trading, AUK Holdings and each of their Subsidiaries from time to time.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Term” means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.

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“Term Facility” means Facility A, Facility B, the ACR Financing Facility and/or the Uncommitted ACR Facility.

“Term Loan” means a Facility A Loan, a Facility B Loan, an ACR Financing Loan and/or an Uncommitted ACR Facility Loan.

“Termination Date” means:

(a) in relation to Facility A, the date which is six years from the Funding Date;

(b) in relation to Facility B, the date which is seven years from the Funding Date;

(c) in relation to the ACR Financing Facility, the date which is six years from the Funding Date, or if earlier, the date on which all amounts outstanding under Facility A have been repaid and/or prepaid and all Facility A Commitments have been cancelled in full;

(d) in relation to the Uncommitted ACR Facility, the date which is six years from the Funding Date, or if earlier, the date on which all amounts outstanding under Facility A have been repaid and/or prepaid and all Facility A Commitments have been cancelled in full; and

(e) in relation to the Revolving Facility, the date which is five years from the Funding Date, or if earlier, the date on which all amounts outstanding under Facility A have been repaid and/or prepaid and all Facility A Commitments have been cancelled in full.

“Total ACR Financing Facility Commitments” means the aggregate of the ACR Financing Commitments, being $95,000,000 at the Signing Date.

“Total Commitments” means, subject to Clause 2.2 (Reduction in Total Commitments), the aggregate of the Total Facility A Commitments, the Total Facility B Commitments, the Total ACR Financing Facility Commitments, the Total Revolving Facility Commitments, including, upon the Uncommitted ACR Facility becoming available, the Total Uncommitted ACR Facility Commitment.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being $100,000,000 at the Signing Date.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being $70,000,000 at the Signing Date.

“Total Leverage” has the meaning given to it in Clause 27.1 (Financial definitions).

“Total Receivables” means the total amount of all trade receivables of the Group on a consolidated basis under any agreement in respect of the supply of assets or services.

“Total Revolving Facility Commitments” means the aggregate of the Revolving Facility Commitments, being $50,000,000 at the Signing Date.

“Total Uncommitted ACR Facility Commitment” means the aggregate of the Uncommitted ACR Facility Commitments,

being $75,000,000 at the Signing Date.

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“Transaction Documents” means the Finance Documents, the Equity Documents, the Constitutional Documents, the Trust Deed, the CEDC Loan Notes, the Shareholder Loan Documents, the Structural Intra-Group Loan Documents and the Acquisition Agreement.

“Transaction Passport” means the transaction passport to be filed in relation to currency operations between Russian residents and non-residents in accordance with Russian currency control regulations.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent or the Senior Borrower pursuant to the Transaction Security Documents.

“Transaction Security Documents” means each of the documents listed as being a Transaction Security Document in Part 2 of Schedule 2 (Conditions Precedent) and any document required to be delivered to the Facility Agent as set out in Part 1 of Schedule 2 (Conditions Precedent) together with any other document entered into by any Obligor or On-Loan Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors or On-Loan Obligors under any of the Finance Documents (including, for the avoidance of doubt, any Supplemental Security) pursuant to the Agreed Security Principles. For the avoidance of doubt, the Transaction Security Documents include the “Security Documents” as defined in the On-Loan Facility Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Company.

“Transfer Date” means, in relation to an assignment or transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Facility Agent executes the Transfer Certificate.

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Trust Deed” means the trust deed dated 4 July 2008 and made between the Trustee as trustee and Amsterdam Trust Corporation (Cyprus) Ltd. as settlor in relation to the shares in the Senior Borrower.

“Trustee” means ATC Trustees (Guernsey) Limited, a company incorporated under the laws of Guernsey with its registered office at Suite E3, Sarnia House Le Truchot, St Peter Port, Guernsey, GY1 6HT.

“Uncommitted ACR Facility” means any term acquisition, capital expenditure and receivables financing facility made available under this Agreement as described in paragraph (a)(iv) of Clause 2.1 (The Facilities).

“Uncommitted ACR Facility Commitment” means, in relation to any Lender, such amount in the Base Currency of the Uncommitted ACR Facility as such Lenders commits to provide pursuant to paragraph (b) or (c) of Clause 10.1 (Uncommitted ACR Facility).

“Uncommitted ACR Facility Loan” means a Loan made or to be made under the Uncommitted ACR Facility or the principal amount outstanding for the time being of that Loan.

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“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Ushba Distillery” means OOO “Ushba Distillery”, a company incorporated in the Republic of Georgia with its registered office at 20 G. Lortkipanidze str., Tbilisi.

“Utilisation” means a Loan or a Letter of Credit.

“Utilisation Date” means the date on which a Utilisation is made.

“Utilisation Request” means a notice substantially in the relevant form set out in Part 1 of Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature in any jurisdiction.

“Vendor” means Cirey Holdings Inc.

“Vendor SPVs” means Kylemore International Invest Corp. (company number 1040482) a company incorporated in the BVI with its registered office at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands, Euro Energy Overseas Ltd., (company number 409772) a company incorporated in the British Virgin Islands with its registered office at Pasea Estate, Road Town, Tortola, British Virgin Islands, Altek Consulting Inc. (company number 1452663) a company incorporated in the British Virgin Islands with its registered office at Drake Chambers, Road Town, Tortola, British Virgin Islands, Genora Consulting Inc. (company number 034381) a company incorporated in the Republic of Seychelles, with its registered office at Office 14, First Floor, Trinity House, Victoria, Mahé, Seychelles and Lidstel Ltd. (company number 1004931) a company incorporated in the British Virgin Islands with its registered offices at Commonwealth Trust Limited, Drake Chambers, Tortola, British Virgin Islands.

“Vlaktor Trading” means Vlaktor Trading Ltd, a Cyprus company with its registered address at Arch. Makariou III, 134, YIOTA COURT, Flat/Office 102, P.C. 3021, Limassol, Cyprus.

“Working Capital” has the meaning set out in Clause 27.1 (Financial definitions).

“Working Capital Adjustment” has the meaning assigned to that term in paragraph (d) of Clause 3.1 (Purpose).

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) the “Facility Agent”, any “Agent”, an “Mandated Lead Arranger”, any “Finance Party”, any “Issuing Bank”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Facility Agent;

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(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v) “guarantee” means (other than in Clause 24 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii) a Lender’s “participation” in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

(viii) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

(ix) “principal” of a Loan at any time means the principal of such Loan plus the premium, if any, payable on such Loan that is due or overdue or is to become due at such time;

(x) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, one that is customarily complied with in the relevant jurisdiction) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xi) a provision of law is a reference to that provision as amended or re-enacted; and

(xii) a time of day is a reference to London time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(d) The Senior Borrower providing “cash cover” for a Letter of Credit or an Ancillary Facility means the Senior Borrower paying an amount in the currency of the Letter of Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account in the name of the Senior Borrower and the following conditions being met:

(i) the account is with the Facility Agent (if the cash cover is to be provided for all the Lenders) or with a Lender or Ancillary Lender (if the cash cover is to be provided for that Lender or Ancillary Lender);

(ii) until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility; and

(iii) the Senior Borrower has executed a security document over that account, in form and substance satisfactory (in each case, acting reasonably) to the Facility Agent or the Lender or Ancillary Lender with which that account is held, creating a first ranking security interest (but on terms no more onerous than the existing Transaction Security Documents) over that account.

(e) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

(f) The Senior Borrower “repaying” or “prepaying” a Letter of Credit or Ancillary Outstandings means:

(i) the Senior Borrower providing cash cover for that Letter of Credit or in respect of the Ancillary Outstandings;

(ii) the maximum amount payable under the Letter of Credit or Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii) the Issuing Bank or Ancillary Lender being satisfied (acting in good faith) that it has no further liability under that Letter of Credit or Ancillary Facility,

and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover or reduction.

(g) An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility.

(h) A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.

(i) An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the Senior Borrower in respect of that Letter of Credit at that time.

1.3 Currency Symbols and Definitions

“GBP”, “£” and “Sterling” denotes lawful currency of the United Kingdom; “USD”, “$”, “US$” and “US dollars” denotes lawful currency of the United States of America; “EUR”, “€” and “euro” means the single currency unit of the Participating Member States; and “Roubles” means the lawful currency of Russia.

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1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2. THE FACILITIES

2.1 The Facilities

(a) Subject to the terms of this Agreement, the Lenders make available (in the case of paragraph (iv) below, on an uncommitted basis only):

(i) a term loan facility to the Senior Borrower in a maximum aggregate amount equal to the Total Facility A Commitments to be available in US dollars;

(ii) a term loan facility to the Senior Borrower in a maximum aggregate amount equal to the Total Facility B Commitments to be available in US dollars;

(iii) an acquisition and capital expenditure facility to the Senior Borrower in a maximum aggregate amount equal to the Total ACR Financing Facility Commitments to be available in US dollars;

(iv) an uncommitted acquisition facility to the Senior Borrower in a maximum aggregate amount equal to the Total Uncommitted ACR Facility Commitment available in US dollars; and

(v) a multicurrency revolving credit facility to the Senior Borrower in an aggregate amount, the Base Currency Amount of which is equal to the Total Revolving Facility Commitments.

(b) Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to the Senior Borrower in place of all or part of its Commitment under the Revolving Facility.

2.2 Reduction in Total Commitments

If the quarterly management accounts of the Group for the period ending 31 March 2008 do not evidence LTM EBITDA (consisting of the sum of (i) Q2-Q4 2007 adjusted EBITDA based on the PwC Financial Report (such report to be amended to reflect such quarterly figures) and (ii) Q1 2008 adjusted EBITDA) of no less than US$61,400,000 million, the Term Commitments shall be reduced pro rata immediately prior to the first Utilisation of the Facilities by an amount which preserves a Total Leverage Ratio of 2.65:1, calculated on the basis of LTM EBITDA.

2.3 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents

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does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.4 Obligors’ Agent

(a) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i) the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of the Senior Borrower, Utilisation Requests), to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3. PURPOSE

3.1 Purpose

(a) All Utilisations under this Agreement shall be used by the Senior Borrower solely to:

(i) pay fees, expenses, interest and other amounts due from it under the Finance Documents (not including the On-Loan Finance Documents) at the time of such Utilisation; and/or

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(ii) make the proceeds thereof (including any Letter of Credit or Ancillary Facility) available to an On-Loan Borrower pursuant to the On-Loan Facility Agreement on a concurrent basis,

and may not be used for any other purpose; provided that no Utilisation of a Term Loan may be used to pay interest or principal on any of the Facilities.

(b) To the extent any Utilisation hereunder is for Acquisition Purposes, the Obligors shall procure that:

(i) the On-Loan Borrowers use the proceeds of the corresponding Utilisation made available to the On-Loan Borrowers under (and as defined in) the On-Loan Facility Agreement; and

(ii) each other member of the Target Group that receives, directly or indirectly, the proceeds of such corresponding Utilisation, uses such proceeds,

solely as expressly set out in the Structure Memorandum and the Funds Flow Statement.

(c) The Obligors shall procure that the On-Loan Borrowers use the proceeds of any Utilisation under the ACR Financing Facility that is made available to the On-Loan Borrowers pursuant to the On-Loan Facility Agreement, solely in or towards:

(i) the financing of Capital Expenditure of the Target Group permitted under this Agreement (but not Maintenance Capital Expenditure to the extent exceeding an aggregate of $10,000,000) and/or Permitted Acquisitions, including the reasonable transaction costs and expenses incurred in connection with such Permitted Acquisitions, incurred by the Target Group between the Locked Box Date and the Closing Date;

(ii) the refinancing of any Financial Indebtedness of any company acquired in a Permitted Acquisition after the Funding Date and permitted hereby; and

(iii) financing increases in Working Capital, provided that the value of all Overdue Receivables has not, on the two most recent successive Quarter Dates for which Financial Statements are available, exceeded more than 7.5 per cent. of the value of Total Receivables (as shown in the two most recent Quarterly Financial Statements delivered to the Facility Agent pursuant to paragraph (b) of Clause 26.2 (Financial statements));

(iv) in respect of the Earn-out Available Amount, during the Earn-out Period, towards funding the earn-out payments as set out in the Acquisition Agreement subject to:

(A) the earn-out provisions in the Acquisition Agreement;

(B) the first $25,000,000 of any earn-out payment being made using Cash on the balance sheet of the Group, if available, or otherwise using New Equity (as defined below);

(C) the following $5,000,000 of any earn-out payment being made using the Earn-out Available Amount;

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(D) the following $15,000,000 of any earn-out payment being made using pro rata: (i) up to the remaining $7,500,000 million of the Earn-Out Available Amount; and (ii) up to $7,5000,000 million of Investor debt/equity (the “New Equity”) on a 1:1 debt to New Equity basis; and

(E) the remaining earn-out payment being made using New Equity.

For the avoidance of doubt: (1) any amount of the Earn-out Available Amount not used during the Earn-out Period for funding of such earn-out payments (or any amount of any set-off Recovery Claim required to be prepaid in accordance with paragraph (2) below) shall be available at any time during the ACR Financing Facility Availability Period for any other purpose to which Utilisations under the ACR Financing Facility are permitted to be applied; and (2) any amount of any earn-out payment which the Vendor may elect to set-off against any Recovery Claim in accordance with the Acquisition Agreement shall, for the avoidance of doubt, be applied in accordance with Clause 13 (Mandatory Prepayment).

(d) The Obligors shall procure that the On-Loan Borrowers use the proceeds of any Utilisation under the Revolving Credit Facility that is made available to the On-Loan Borrowers pursuant to the On-Loan Facility Agreement, to finance working capital and for general corporate purposes of the Target Group but not towards:

(i) acquisitions of companies, businesses or undertakings (including the Target Group), provided that such proceeds may be used to finance the working capital adjustment portion of the consideration for the Acquisitions to the extent such adjustment is confirmed in writing by PricewaterhouseCoopers LLP in one or more of its Reports (any such use of proceeds of the Revolving Credit Facility being the “Working Capital Adjustment”); or

(ii) Capital Expenditure.

(e) The Senior Borrower may utilise no more than the Base Currency Amount of 1,400,000,000 Roubles of Facility A on the Funding Date by drawing the same into a Reserve Account in the name of the Senior Borrower. For a period of not more than 90 days (the “wind-down period”) following Utilisation of such amount of Facility A, the amount standing to the credit of the Reserve Account in the name of the Senior Borrower may be drawn by Topaz or Trading House (in each case as advances under and in accordance with the On-Loan Facility Agreement):

(i) to finance Working Capital in amounts:

(A) no less than $5,000,000 (or, if lower, the amount remaining in the Reserve Account in the name of the Senior Borrower); and

(B) no more than the amount by which the amount standing to the credit of the Reserve Account in the name of the Senior Borrower exceeds the balance of the outstanding Program Receivables;

which difference shall be demonstrated to the satisfaction of the Facility Agent (acting reasonably) at the time of the relevant withdrawal request, and/or

(ii) in the full amount standing to the credit of the Reserve Account in the name of the Senior Borrower other than to finance Working Capital provided that,

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(A) such funds are drawn into accounts of Topaz and/or Trading House with ZAO Raiffeisenbank subject to Transaction Security and accompanied by irrevocable payment instructions (together with any required Tax approvals or clearances) to ZAO Raiffeisenbank to comply with paragraph (B) below; and

(B) the whole amount of such funds is re-transferred within 3 Business Days following receipt thereof by ZAO Raiffeisenbank to a Reserve Account or Reserve Accounts,

following which such amount shall be available for application in payment of Working Capital in accordance with paragraphs (i)(A) and (i)(B) above, it being understood that in such paragraphs references to “Reserve Account in the name of the Senior Borrower” shall be construed as references to all the Reserve Accounts.

If an event of default (howsoever defined or described) occurs under the Existing Receivables Financing Program, and/or if at the end of the wind-down period Program Receivables remain outstanding:

(1) the Facility Agent shall be entitled (and is hereby irrevocably directed) to apply the balance standing to the credit of the Reserve Account towards the repurchase in whole of the remaining Program Receivables; and

(2) any Program Receivables outstanding following application of the balance of the Reserve Account under paragraph (A) above shall be repurchased by the Company out of the proceeds of New Equity or Excess Cashflow not otherwise required to be applied pursuant to this Agreement.

For the avoidance of doubt, once the balance under the Program Receivables reaches zero, all amounts in any Reserve Account shall be released to Topaz or, as the case may be, Trading House.

3.2 Financial Assistance

No proceeds of any Loan hereunder shall be applied in a manner which may be prohibited by any financial assistance or other similar laws in any relevant jurisdiction (including, without limitation, the prohibition of the giving of financial assistance as set out in Section 53 of the Cypriot Companies Law, CAP. 113) and, to the extent the Senior Borrower lends any such proceeds to another person if permitted hereunder, the Senior Borrower shall ensure that the proceeds of such loan are not applied in a manner which may be so prohibited.

3.3 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

The Senior Borrower (or the Company on its behalf) may not deliver a Utilisation Request unless the Facility Agent or its legal counsel has confirmed its receipt (except to the extent

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waived in writing) of all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting reasonably). The Facility Agent shall notify the Company and the Lenders promptly upon being so satisfied.

4.2 Further conditions precedent

Subject (save in the case of paragraph (e) below) to Clause 4.5 (Utilisations during the Certain Funds Period), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan, no demand or notice has been made or given under Clause 29.19 (Acceleration), and in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;

(b) in the case of an Uncommitted ACR Facility Loan:

(i) 75 per cent. of the ACR Financing Facility has been or will (taking into account any simultaneous Utilisation thereof) be utilised;

(ii) if applicable, the Margin on the ACR Financing Facility has been increased on terms satisfactory to the Facility Agent (acting reasonably) in accordance with paragraph (vi) of the definition of “Margin”; and

(iii) the conditions set forth in paragraph (a)(vii) of Clause 5.2 (Completion of a Utilisation Request for Loans) are satisfied;

(c) in relation to any Utilisation, the Repeating Representations to be made by each Obligor are true and correct in all material respects (and will be true and correct immediately after the making of the relevant Utilisation);

(d) none of the circumstances described in paragraphs (a)(i), (ii), (iii) or (iv) of Clause 4.5 (Utilisations during the Certain Funds Period) apply;

(e) the Facility Agent is satisfied (acting reasonably) that the requirements of Russian exchange control laws and regulations as agreed between the Facility Agent and the Senior Borrower have been and will be complied with in connection with the proposed Utilisation; and

(f) any Utilisation of the Revolving Facility or any Ancillary Facility, paragraphs (d) and (e) of Clause 5.3 (Currency and amount) are satisfied.

4.3 Conditions relating to Optional Currencies

(a) A currency will constitute an Optional Currency in relation to any Utilisation of the Revolving Facility if it is Sterling, Euros or Roubles or any other currency if:

(i) such other currency is readily available in the amount required and freely convertible into the Base Currency for that Facility in the London Interbank Market at the Specified Time or, if later, on the date the Facility Agent receives the relevant Utilisation Request and the Utilisation Date for that Utilisation; and

(ii) such other currency has been approved by the Facility Agent (acting on the instructions of all the Lenders under the Revolving Facility),

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provided that (A) no more than US$25,000,000 of the Revolving Facility (less the Base Currency Amount of the outstanding amounts of any Utilisations of such Facility made in Roubles) shall be available at any time in Roubles, and (B) any Utilisation of the Revolving Facility in Roubles must be made under an Ancillary Facility.

(b) If the Facility Agent has received a written request from the Company for a currency to be approved under paragraph (a)(i) above, the Facility Agent will confirm to the Company by the Specified Time:

(i) whether or not the Lenders have granted their approval; and

(ii) if approval has been granted, the minimum amount for any subsequent Utilisation of the Revolving Facility in that currency.

4.4 Maximum number of Utilisations

(a) The Senior Borrower (or the Company on its behalf) may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i) more than two Facility A Loans would be outstanding;

(ii) more than two Facility B Loans would be outstanding;

(iii) more than 10 ACR Financing Loans would be outstanding; and

(iv) more than 10 Revolving Facility Utilisations would be outstanding.

(b) The Senior Borrower (or the Company on its behalf) may request that a Term Loan be divided provided that after such division not more than 5 Facility A Loans shall be outstanding, not more than the 5 Facility B Loans shall be outstanding and not more than 10 ACR Financing Loans shall be outstanding.

(c) Any Loan made by a single Lender under Clause 8.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

4.5 Utilisations during the Certain Funds Period

Subject to Clause 4.1 (Initial conditions precedent) and Clause 12.1 (Illegality), during the Certain Funds Period:

(a) no Lender nor the Issuing Bank will be obliged to comply with Clause 5.4 (Lenders’ participation) or Clause 6.5 (Issue of Letters of Credit), as the case may be, in relation to a Certain Funds Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) a Major Representation is not correct in all respects or will not be correct in all respects immediately after the Certain Funds Utilisation; or

(ii) a Major Default is outstanding or will result from making the Certain Funds Loan; or

(iii) there has been a Change of Control or a sale of all or substantially all of the assets or business of the Group whether in a single transaction or a series of related transactions; or

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(iv) it is unlawful for such Lender or Issuing Bank (as the case may be) to perform any of its obligations under the Finance Documents; and

(b) subject to satisfaction of the requirements of Clause 4.1 (Initial conditions precedent) and other than in any of the circumstances referred to in paragraph (a) above, the Finance Parties shall not be entitled to:

(i) cancel any of their respective Commitments to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(ii) rescind, terminate or cancel this Agreement or any of the Ancillary Facilities or the Revolving Facility or exercise any similar right or remedy under Clause 29 (Events of Default) or any other remedy under the Finance Documents or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(iii) refuse to participate in the making of a Certain Funds Utilisation;

(iv) exercise any right of rescission, set-off, counterclaim or similar right or remedy in respect of a Utilisation to the extent to do so would or could reasonably be expected to prevent or limit the making of a Certain Funds Utilisation; or

(v) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Finance Document to the extent to do so would or could be reasonably expected to prevent or limit the making of a Certain Funds Utilisation,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

4.6 Clean-down

The Company shall ensure that the aggregate of the Base Currency Amounts of:

(a) all Revolving Facility Loans; plus

(b) any cash loan element of the Ancillary Outstandings under all the Ancillary Facilities; plus

(c) (to the extent not included within paragraphs (a) and (b) above), any cash loan element covered by a Letter of Credit or a letter of credit or guarantee issued under an Ancillary Facility as contemplated by the definition of Permitted Financial Indebtedness; less

(d) any amount of Cash (other than Disposal Proceeds, Insurance Proceeds, Excluded Disposal Proceeds, Excluded Insurance Proceeds, Excluded Report Proceeds, Acquisition Proceeds and Excluded Acquisition Proceeds) or Cash Equivalent Investments held by any member of the Group,

(as confirmed in a certificate signed by an Authorised Signatory of the Company (or the chief financial officer of the Group) to be provided to the Facility Agent within 20 Business Days

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after each anniversary of the Funding Date) shall not exceed zero for a period of five consecutive Business Days (each a “Clean-down Period”) during each successive period of 12 consecutive months following the Funding Date (such Clean-down Periods to be no less than 90 days apart).

5. UTILISATION - LOANS

5.1 Delivery of a Utilisation Request

The Senior Borrower may utilise a Facility by its delivery (or the delivery by the Company on its behalf) to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time or such other date and time as the Facility Agent may agree.

5.2 Completion of a Utilisation Request for Loans

(a) Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies the Facility to be utilised;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv) other than a Utililisation pursuant paragraph (e) of Clause 3.1, a Utilisation Request has been made under and pursuant to the On-Loan Facility Agreement for an advance under the On-Loan Facility Agreement of an amount and the currency equal to the proposed Utilisation directing payment of such amount into a bank account of the relevant On-Loan Borrower with ZAO Raiffeisenbank or, in the case of a Rollover Advance in relation to a Letter of Credit, into a bank account of such On-Loan Borrower with the Issuing Bank in Moscow;

(v) the proposed Interest Period complies with Clause 16 (Interest Periods); and

(vi) in respect of a Utilisation of Facility A, the Structural Leverage Ratio (on the Utilisation Date, taking into account the proposed Utilisation) shall be no greater than 3.5:1;

(vii) in respect of a Utilisation under the ACR Financing Facility:

(A) the Structural Leverage Ratio (on the Utilisation Date, taking into account the proposed Utilisation) shall be no greater than 3.5:1; and

(B) the Total Leverage (on the Utilisation Date, taking into account the proposed Utilisation) shall be no greater than:

  (1) prior to 31 December 2008, 4.5:1; and thereafter

  (2) the higher of 2.50:1 and 0.25x inside the then-applicable covenanted Total Leverage for the relevant quarter pursuant to Clause 27.2 (Financial condition);

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(viii) in respect of a Utilisation under the Revolving Facility (other than a Rollover Loan), the Total Leverage Ratio (on the Utilisation Date, taking into account the proposed Utilisation) shall not be greater than:

(A) prior to 31 December 2008, 4.5:1; and thereafter

(B) the higher of 2.50:1 and 0.25x inside the then-applicable covenanted Total Leverage for the relevant quarter pursuant to Clause 27.2 (Financial condition);

(b) In addition, each Utilisation Request under the ACR Financing Facility for a Loan with a principal amount exceeding $10,000,000 (or which, together with any other Loans under the ACR Financing Facility utilised within 30 days of such Utilisation Request, exceeds $10,000,000 in aggregate principal amount) shall certify that the Group will be, on the proposed Utilisation Date and on a pro forma basis, taking into account the Utilisation, in compliance with the then applicable undertakings in Clause 27 (Financial Covenants). Solely for purposes of calculating such undertakings for the purposes of this paragraph (b) (and notwithstanding Clause 27 (Financial Covenants)):

(i) the EBITDA calculation shall be (A) for the nine months ending on the last day of the last full Financial Quarter immediately preceding such proposed Utilisation Date and (B) the projected quarterly EBITDA in the most recent Budget; and

(ii) Total Debt shall be calculated based on the amount at the end of such full Financial Quarter or (if more recent) the latest available monthly balance from the monthly accounts delivered pursuant to Clause 26.2 (Financial statements) pro forma for the Utilisation.

(c) Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the Funding Date. Only one Utilisation may be requested in each Utilisation Request delivered in respect of each of the ACR Financing Facility and Revolving Facility after the Funding Date.

(d) Not more than one Utilisation may be requested in each Utilisation Request.

(e) For the purposes of this Clause 5.2, Total Leverage Ratio shall be calculated in any quarter (the “relevant quarter”) on the basis of the most recent available Quarterly Financial Statements for the prior three quarters (or, to the extent such Financial Statements are not yet available for the immediately preceding quarter, the Budget for such quarter) and the Budget for the relevant quarter, and the “prevailing Total Leverage Ratio” shall mean the Total Leverage Ratio applicable as at the last day of the relevant quarter.

(f) For the avoidance of doubt, paragraphs (a)(vi) and (vii) above shall not apply where a Selection Notice only (and not any Utilisation Request) is issued in respect of Facility A and/or the ACR Financing Facility.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be:

(i) in relation to Facility A, the Base Currency;

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(ii) in relation to Facility B, the Base Currency;

(iii) in relation to an ACR Financing Facility, the Base Currency; and

(iv) in relation to the Revolving Facility, the Base Currency or an Optional Currency.

(b) The amount of the proposed Utilisation must be:

(i) for Facility A, a minimum of $5,000,000 or, if less, the Available Facility for Facility A;

(ii) for Facility B, a minimum of $5,000,000 or, if less, the Available Facility for Facility B;

(iii) for the ACR Financing Facility in a minimum amount of $2,000,000 and in integral multiples of $1,000,000 or, if less, the Available Facility for the ACR Financing Facility; and

(iv) for the Revolving Facility, in a minimum amount and integral multiples of $1,000,000 or, if less, the Available Facility for the Revolving Facility.

(c) The amount of the proposed Utilisation in relation to a Facility must not exceed the Available Facility.

(d) The amount of a proposed Utilisation of a Letter of Credit, together with the principal amount of all issued and outstanding Letters of Credit, must not exceed 50 per cent. of the Revolving Facility Commitments.

(e) The amount of a proposed Utilisation of an Ancillary Facility, together with the amount of all Ancillary Facilities then outstanding, must not exceed 50 per cent. of the Revolving Facility Commitments.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) The Facility Agent shall determine the Base Currency Amount of each Revolving Facility Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each such Loan and the amount of its participation in that Loan by the Specified Time.

5.5 Limitations on Utilisations

(a) Neither the ACR Financing Facility nor the Revolving Facility may be used unless Facility A and Facility B have been, or will be, utilised on or prior to the same date.

(b) Facility A and Facility B may only be utilised on the Funding Date and only if they are utilised pro rata on that date.

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6. UTILISATION - LETTERS OF CREDIT

6.1 The Revolving Facility

(a) Up to 50 per cent. of the Revolving Facility may be utilised by way of Letters of Credit.

(b) Other than Clause 5.5 (Limitations on Utilisations) and Clause 5.3 (Currency and amount), Clause 5 (Utilisation - Loans) does not apply to utilisations by way of Letters of Credit.

6.2 Delivery of a Utilisation Request for Letters of Credit

The Senior Borrower (or the Company on its behalf) may request a Letter of Credit to be issued by delivery to the Facility Agent (for the Issuing Bank) of a duly completed Utilisation Request not later than the Specified Time.

6.3 Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

(a) it specifies that it is for a Letter of Credit;

(b) it identifies On-Loan Borrower as the borrower of the Letter of Credit and that the Letter of Credit is to be delivered pursuant to an obligation of the Senior Borrower under the On-Loan Facility Agreement to an On-Loan Borrower;

(c) it identifies the On-Loan Borrower referred to in paragraph (b) above;

(d) it identifies the Issuing Bank which has agreed to issue the Letter of Credit;

(e) the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Revolving Facility;

(f) the currency and amount of the Letter of Credit comply with Clause 6.4 (Currency and amount);

(g) the form of Letter of Credit and an original of each document evidencing any related Supplemental Security is attached;

(h) the Expiry Date of the Letter of Credit falls on a date falling 12 months from its Utilisation Date, or, if earlier, on or before the Termination Date in relation to the Revolving Facility except to the extent that the Facility Agent and the Issuing Bank agree to a later date;

(i) the delivery instructions for the Letter of Credit are specified; and

(j) it is accompanied by a utilisation request pursuant to the On-Loan Facility Agreement which contains the information set out in paragraphs (a) to (i) above.

6.4 Currency and amount

(a) The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

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(b) The amount of the proposed Letter of Credit must be an amount whose Base Currency Amount is not more than the Available Facility for the Revolving Facility.

6.5 Issue of Letters of Credit

(a) If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

(b) Subject to Clause 4.1 (Initial Conditions Precedent), the Issuing Bank will only be obliged to comply with paragraph (a) above, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i) in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 (Renewal of a Letter of Credit), no notice or demand has been served under Clause 29.19 (Acceleration) or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(ii) in relation to any Utilisation on the Funding Date, all the representations and warranties in Clause 25 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true and correct in all material respects.

(c) The amount of each Lender’s participation in each Letter of Credit will be equal to the proportion borne by its Available Commitment to the Available Facility (in each case in relation to the Revolving Facility) immediately prior to the issue of the Letter of Credit.

(d) The Facility Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

6.6 Renewal of a Letter of Credit

(a) The Senior Borrower (or the Company on its behalf) may request that any Letter of Credit issued on behalf of the Senior Borrower and (pursuant to the Senior Borrower’s obligation under the On-Loan Facility Agreement) the same On-Loan Borrower be renewed by delivery to the Facility Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.

(b) The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the conditions set out in paragraph (g) of Clause 6.3 (Completion of a Utilisation Request for Letters of Credit) shall not apply.

(c) The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:

(i) its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and

(ii) its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

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(d) If the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.

6.7 Revaluation of Letters of Credit

(a) If any Letters of Credit are denominated in an Optional Currency, the Facility Agent shall at six-monthly intervals after the Signing Date recalculate the Base Currency Amount of each Letter of Credit by notionally converting into the Base Currency the outstanding amount of that Letter of Credit on the basis of the Facility Agent’s Spot Rate of Exchange on the date of calculation.

(b) The Senior Borrower shall, if requested by the Facility Agent within 10 days of any calculation under paragraph (a) above, ensure that within five Business Days of such request sufficient Revolving Facility Utilisations are prepaid to prevent the Base Currency Amount of the Revolving Facility Utilisations exceeding the Total Revolving Facility Commitments by no more than 5 per cent. (after deducting the total Ancillary Commitments) following any adjustment to a Base Currency Amount under paragraph (a) above.

7. LETTERS OF CREDIT

7.1 Immediately payable

If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Senior Borrower shall repay or prepay that amount immediately.

7.2 Claims under a Letter of Credit

(a) The Senior Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it (or requested by the Company on its behalf) and which appears on its face to be in order (in this Clause 7, a “claim”).

(b) The Senior Borrower shall within five Business Days of written demand pay or procure to be paid to the Facility Agent for the Issuing Bank or to the Issuing Bank an amount equal to the amount of any claim.

(c) The Senior Borrower acknowledges that the Issuing Bank:

(i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d) The obligations of the Senior Borrower under this Clause will not be affected by:

(i) the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

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7.3 Indemnities

(a) The Senior Borrower shall within five Business Days of written demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) the Senior Borrower.

(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).

(c) If any Lender is not permitted (by its constitutional documents or any applicable law or directive) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.

(d) The Senior Borrower shall within five Business Days of written demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit.

(e) The obligations of each Lender under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

(f) The obligations of any Lender or the Senior Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clause 7.3, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:

(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;

(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;

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(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

(vii) any insolvency or similar proceedings.

7.4 Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7.

8. OPTIONAL CURRENCIES

8.1 Selection of currency

The Senior Borrower (or the Company on its behalf) shall select the currency of a Revolving Facility Utilisation in a Utilisation Request.

8.2 Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a) a Lender notifies the Facility Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b) a Lender notifies the Facility Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Facility Agent will give notice to the Senior Borrower or the Company to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

8.3 Agent’s calculations

Each Lender’s participation in a Loan will be determined in accordance with Clause 5.4 (Lenders’ participation).

9. ANCILLARY FACILITIES

9.1 Type of Facility

An Ancillary Facility may be by way of:

(a) an overdraft facility;

(b) a guarantee, bonding, documentary or stand-by letter of credit facility;

(c) a foreign exchange facility;

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(d) an automated payment facility;

(e) a derivatives facility entered into in the ordinary course of business for protection against or benefit from fluctuation in any rate or price and not for a speculative purpose; or

(f) any other facility or accommodation required in connection with the business of the Target Group and which is agreed by the Senior Borrower with an Ancillary Lender,

and in each case is made available by the Senior Borrower to an On-Loan Borrower pursuant to an obligation of the Senior Borrower under the On-Loan Facility Agreement.

9.2 Availability

(a) If the Senior Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purpose of determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).

(b) An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from the Senior Borrower:

(i) a notice in writing requesting the establishment of an Ancillary Facility and specifying:

(A) the On-Loan Borrower to which the Senior Borrower may make such Ancillary Facility available pursuant to the On-Loan Facility Agreement;

(B) the proposed Ancillary Commencement Date and Expiry Date of the Ancillary Facility;

(C) the proposed type of Ancillary Facility to be provided;

(D) the proposed Ancillary Lender;

(E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and

(F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency);

(ii) a copy of the proposed Ancillary Document and an original of each document evidencing any related Supplemental Security;

(iii) a copy of the notice in writing requesting the establishment of an Ancillary Facility pursuant to the On-Loan Facility Agreement which contains the information set out in paragraphs (b)(i) and (ii) above; and

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(iv) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility.

The Facility Agent shall promptly notify the Senior Borrower, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

(c) Subject to compliance with paragraph (b) above:

(i) the Lender concerned will become an Ancillary Lender; and

(ii) the Ancillary Facility will be available,

with effect from the date agreed by the Senior Borrower and the Ancillary Lender.

9.3 Terms of Ancillary Facilities

(a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Senior Borrower.

(b) However, those terms:

(i) must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii) may allow the Senior Borrower to use the Ancillary Facility only to make it available to the On-Loan Borrowers under the On-Loan Facility Agreement (and if the Ancillary Facility Lender agrees, the Senior Borrower and the Ancillary Facility Lender may agree to make such Ancillary Facilities available to be utilised directly by the relevant On-Loan Borrower but for all purposes of the Finance Documents and such utilisation shall be, and shall be deemed, a Utilisation of such Ancillary Facility by the Senior Borrower hereunder which has been made available by the Senior Borrower to the relevant On-Loan Borrower pursuant to the On-Loan Facility Agreement);

(iii) may not allow the Ancillary Outstandings to exceed the Available Ancillary Commitment;

(iv) may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment with respect to the Revolving Facility of that Lender; and

(v) must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the Termination Date for the Revolving Facility (or such earlier date as the Revolving Facility Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

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(c) If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (i) Clause 38.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility and (ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail.

(d) Interest, commission and fees on Ancillary Facilities are dealt with in Clause 18.5 (Interest, commission and fees on Ancillary Facilities).

9.4 Repayment of Ancillary Facility

(a) An Ancillary Facility shall cease to be available on the Termination Date in relation to the Revolving Facility or such earlier date on which its Expiry Date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and its Revolving Facility Commitment shall be increased accordingly).

(c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:

(i) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Facility Agent has declared all outstanding Utilisations under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or

(ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or

(iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Utilisation under the Revolving Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation of the Revolving Facility to be made to refinance those Ancillary Outstandings.

(d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation of the Revolving Facility:

(i) the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and

(ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies.

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(e) On the making of a Utilisation of the Revolving Facility to refinance Ancillary Outstandings:

(i) each Lender will participate in that Utilisation in an amount (as determined by the Facility Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Utilisations then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Utilisations then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments; and

(ii) the relevant Ancillary Facility shall be cancelled.

(f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the applicable regulatory authorities as netted for capital adequacy purposes.

9.5 Ancillary Outstandings

The Senior Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:

(a) the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and

(b) where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets in paragraph (a) of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.

9.6 Information

The Senior Borrower and each Ancillary Lender shall, promptly upon request by the Facility Agent, supply the Facility Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Facility Agent may reasonably request from time to time. The Senior Borrower consents to all such information being released to the Facility Agent and the other Finance Parties.

9.7 Affiliates of Lenders as Ancillary Lenders

(a) Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose Revolving Facility Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 (The Original Parties). For the purposes of calculating the Lender’s Available Commitment with respect to the Revolving Facility, the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Commitments of its Affiliates.

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(b) The Company shall specify any relevant Affiliate of a Lender in any notice delivered by the Company to the Facility Agent pursuant to paragraph (b)(i) of Clause 9.2 (Availability).

(c) An Affiliate of a Lender which becomes an Ancillary Lender shall accede to this Agreement and the Intercreditor Deed by delivery to the Facility Agent of a duly completed accession undertaking in the form scheduled to the Intercreditor Deed.

(d) If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (as defined in Clause 30 (Changes to the Lenders)), its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.

(e) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

9.8 Revolving Facility Commitment amounts

Subject to Clause 5.3(d) and (e), but notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Revolving Facility Commitment is not less than the aggregate of:

(a) its Ancillary Commitment; and

(b) the Ancillary Commitment of its Affiliates.

10. UNCOMMITTED ACR FACILITY

10.1 Uncommitted ACR Facility

(a) Subject always to Clause 10.2 (Restrictions), the Company may deliver a written notice to the Facility Agent and the Lenders requesting that one or more of the Lenders agree to make the Uncommitted ACR Facility available to the Senior Borrower.

(b) Each Lender shall have 10 Business Days from the date of receipt of such notice to confirm in writing (via the Facility Agent) whether it is willing to provide the Uncommitted ACR Facility to the Senior Borrower and if it is so willing, the amount of its proposed Commitment in respect of the Uncommitted ACR Facility. If a Lender makes such confirmation, such Lender shall have a Commitment in respect of the Uncommitted ACR Facility equal to such amount which such Lender has confirmed that it is willing to provide and which, when aggregated with any commitments agreed by any other Lender and New ACR Facility Lender (as defined below), does not exceed the Total Uncommitted ACR Facility Commitment.

(c) For the avoidance of doubt, no Lender is obliged to agree to provide an Uncommitted ACR Facility and in the event of the Lenders not exercising the right of first refusal provided in paragraph (b) above to provide the Uncommitted ACR Facility, the Company may approach any other financial institution that is willing to provide such Facility in an amount which, when aggregated with any commitments agreed by any Lender, does not exceed the Total Uncommitted ACR Facility Commitment (a “New ACR Facility Lender”).

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(d) Any New ACR Facility Lender shall accede as a “Lender” pursuant to the terms and conditions of this Agreement and the Intercreditor Deed.

(e) Any Uncommitted ACR Facility will be provided on the same terms and conditions as the ACR Financing Facility (other than in relation to fees, margin and the Availability Period, which shall be agreed between the Mandated Lead Arrangers and the Uncommitted ACR Facility Lenders, each acting reasonably).

10.2 Restrictions

(a) No notice may be delivered by the Company pursuant to Clause 10.1 (Uncommitted ACR Facility) unless the Total Leverage is a maximum of 2.5:1 for the six-month period prior to the relevant Utilisation of the Uncommitted ACR Facility and pro forma for the following six month period, for these purposes excluding any amounts outstanding under the Revolving Facility.

(b) The Finance Parties (other than the Facility Agent) hereby authorise and direct the Facility Agent to enter into such amendments to the Finance Documents and such other documentation on behalf of the Finance Parties which the Facility Agent in its absolute discretion deems necessary to give effect to the provision of the Uncommitted ACR Facility.

(c) The Facility Agent shall be entitled to obtain (at the cost of the Company) any legal opinions in connection with the negotiation, preparation, entry into and execution of any amendment referred to in paragraph (b) above.

11. REPAYMENT

11.1 Repayment of Term Loans

(a) The Senior Borrower shall repay the aggregate Facility A Loans (in the currency such Loans were drawn) in instalments by repaying on each Facility A Repayment Date an amount which reduces the outstanding aggregate Facility A Loans by an amount equal to the relevant percentage of all the Facility A Loans borrowed by the Senior Borrower as at the close of business on the last day of the Availability Period in relation to Facility A in the currency that such Loans are drawn as set out in the table annexed in Part 1 of Schedule 14 (Facility Repayment Date Instalments).

(b) The Senior Borrower shall repay the aggregate Facility B Loans in full on the Termination Date for Facility B in the currency such Loans were drawn.

(c) The Senior Borrower shall repay the aggregate ACR Financing Loans (in the currency that such Loans are drawn) in instalments by repaying on each ACR Facility Repayment Date an amount which reduces the outstanding aggregate ACR Financing Loans by an amount equal to the relevant percentage of all the ACR Financing Loans borrowed by the Senior Borrower as at the close of business on the last day of the Availability Period in relation to the ACR Financing Facility in the currency that such loans are drawn as set out in the table annexed in Part 2 of Schedule 14 (Facility Repayment Date Instalments).

(d) Subject to Clause 14.3 (No reborrowing of Term Facilities), the Senior Borrower may not reborrow any part of a Term Facility which is repaid.

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11.2 Repayment of Revolving Facility Loans

The Senior Borrower shall repay each Revolving Facility Loan on the last day of the Interest Period in respect of that Loan.

11.3 Effect of cancellation and prepayment on scheduled repayments and reductions

(a) If the Company cancels the whole or any part of the Facility A Commitments in accordance with Clause 12.3 (Voluntary cancellation) then the amount of the Repayment Instalment for each Facility A Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

(b) If any of the Facility A Loans are prepaid in accordance with Clause 12.1 (Illegality) or Clause 12.7 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank), the amount prepaid shall be applied to reduce the Repayment Instalments for each of the four Facility A Repayment Dates next following such prepayment, pro rata or otherwise in such amounts as the Company may elect, provided that:

(i) either or both (at the Company’s election) of the Repayment Instalments falling due on the first two of such four Facility A Repayment Dates may be reduced by up to 100 per cent.; and

(ii) neither of the Repayment Instalments falling due on the next two of such Facility A Repayment Dates may be reduced to less than 50 per cent. of its amount as at the Funding Date,

and thereafter shall be applied to reduce the Repayment Instalments for each Facility A Repayment Date falling after such prepayment pro rata.

(c) If any of the Facility A Loans are prepaid in accordance with Clause 13.3 (Application of mandatory prepayments) then the amount of the Facility A Repayment Instalment for each Facility A Repayment Date falling after that prepayment will reduce pro rata by the amount of the Facility A Loan prepaid.

12. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

12.1 Illegality

If after the Signing Date it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:

(a) that Lender, shall promptly notify the Facility Agent upon becoming aware of that event;

(b) upon the Facility Agent notifying the Company, the Commitment of that Lender will be immediately cancelled to the extent necessary to comply with applicable laws; and

(c) the Senior Borrower shall repay that Lender’s participation in the Utilisations made to the Senior Borrower (or procure at the Senior Borrower’s cost the transfer of that Lender’s participation to a Replacement Lender, pursuant to paragraph (b)(ii) of Clause 41.3 (Replacement of Lender) as if such Lender were a Non-Consenting Lender thereunder) on the last day of the Interest Period for each Utilisation occurring after the Facility Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

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12.2 Illegality in relation to Issuing Bank

If it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit, then:

(a) that Issuing Bank shall promptly notify the Facility Agent upon becoming aware of that event;

(b) upon the Facility Agent notifying the Company, the Issuing Bank shall not be obliged to issue any Letter of Credit to the extent that such would be unlawful;

(c) the Company shall procure that each Obligor in On-Loan Obligor shall use its best endeavours to procure the release of each Letter of Credit issued by that Issuing Bank and outstanding at such time; and

(d) unless any other Lender has agreed to be an Issuing Bank pursuant to the terms of this Agreement, the Revolving Facility shall cease to be available for the issue of Letters of Credit.

12.3 Voluntary cancellation

The Company may, if it gives the Facility Agent not less than five Business Days’ prior written notice, cancel the whole or any part (being a minimum amount of $2,000,000) of an Available Facility and in integral multiples of $1,000,000 (or, if relevant, equivalent in Optional Currencies) (or such lesser amount as may be undrawn and uncancelled). Any cancellation under this Clause 12.3 shall reduce the Commitments of the Lenders rateably under that Facility. Such notice of cancellation is irrevocable and must state the relevant date(s) of cancellation and the cancelled Commitments.

12.4 Automatic cancellation

The undrawn Commitment of each Lender in relation to a Facility will be automatically cancelled at the close of business on the last day of the Availability Period of that Facility.

12.5 Voluntary prepayment of Term Loans

(a) The Senior Borrower may, if it gives the Facility Agent not less than seven Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of that Term Loan (but, if in part, being a minimum amount of not less than $2,000,000 and in integral multiples of $1,000,000 (or, if relevant, the equivalent in Optional Currencies) (or such lesser amount as is outstanding)).

(b) A Term Loan (other than a Loan under the ACR Financing Facility) may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the applicable Available Facility is zero).

(c) Subject to Clause 14.8 (Prepayment elections; Facility B Lender option to accept), voluntary prepayments shall be applied towards such Term Loans and Repayment Instalments as the Company may (in its absolute discretion) direct, provided that if the Facility Agent does not receive such a direction from the Company at least five Business Days before any voluntary prepayment is made, that voluntary prepayment shall be applied in accordance with Clause 13.3 (Application of mandatory prepayment) as if it were a mandatory prepayment.

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12.6 Voluntary prepayment of Revolving Facility Loans

The Senior Borrower may, if it or the Company gives the Facility Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a Revolving Facility Loan (but if in part, being an amount that reduces the Base Currency Amount of the Revolving Facility Loan by a minimum amount of $2,000,000 and in integral multiples of $1,000,000 (or, if relevant, equivalent in the Optional Currencies) (or such lesser amount as is outstanding).

12.7 Right of cancellation and repayment in relation to a single Lender or Issuing Bank

(a) If:

(i) any sum payable to any Lender or Issuing Bank by an Obligor is required to be increased under paragraph (c) of Clause 19.2 (Tax gross-up); or

(ii) any Lender or Issuing Bank claims indemnification from the Company or an Obligor under Clause 19.3 (Tax indemnity) or Clause 20.1 (Increased Costs),

the Company may, whilst the circumstances giving rise to the requirement for indemnification continues, give the Facility Agent notice:

(iii) (if such circumstances relate to a Lender) of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations (or procure at the Senior Borrower’s cost the transfer of that Lender’s Commitment to a Replacement Lender pursuant to paragraph (b)(ii) of Clause 41.3 (Replacement of Lender) as if such Lender were a Non-Consenting Lender thereunder); or

(iv) (if such circumstances relate to the Issuing Bank) of repayment (including, without limitation, any repaying thereof as set out in paragraph (f) of Clause 1.2 (Construction)) of any outstanding Letter of Credit issued by it and cancellation of its appointment as an Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), the Senior Borrower shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

13. MANDATORY PREPAYMENT

13.1 Exit

(a) Upon the occurrence of:

(i) a Change of Control; or

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(ii) the sale of all or substantially all of the assets or business of the Group whether in a single transaction or a series of related transactions,

the Facilities will be cancelled and all outstanding Utilisations and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

(b) If a Flotation takes place which does not constitute a Change of Control, the Company must apply or procure that an amount equal to the Flotation Proceeds are applied in prepayment of the Facilities under this Agreement in an amount equal to the percentage of the Flotation Proceeds set out in the table below corresponding to the Total Leverage on the immediately preceding Quarter Date for the 12-month period ending on such Quarter Date (as set out in the Compliance Certificate delivered in respect of such Quarter Date), adjusted pro forma for any Financial Indebtedness incurred or repaid after such Quarter Date (and (for the avoidance of doubt) assuming that the required prepayments under this paragraph (b) have been made and taking into account the Flotation Proceeds to be retained by the Group), as follows:

To the extent that the Total Leverage for the period ending on the last day of the Financial Quarter ending prior to the Flotation is:	Applicable Percentage
Greater than or equal to 2.50:1	100 per cent.
Greater than 2.00:1 but equal to or less than 2.50:1	50 per cent.
Equal to or less than 2.00:1	0 per cent.

Any balance of the Flotation Proceeds not required to be prepaid in accordance with paragraph (b) above shall be available for use by the Group or, if the Total Leverage is less than or equal to 2.00:1 after giving effect to such payment, paid to the Investors.

13.2 Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow

(a) For the purposes of this Clause 13.2 and Clause 13.3 (Application of mandatory prepayments):

“Acquisition Proceeds” means the cash proceeds actually received (except for Excluded Acquisition Proceeds or Excluded Report Proceeds) of any claims (a “Recovery Claim”) against the Vendor or any of its Affiliates (or any employee, officer or adviser thereof) in relation to the Acquisition Agreement or against the provider of any Report (in its capacity as provider of that Report) after deducting:

(i) any reasonable fees, costs and expense which are incurred by any member of the Group to persons who are not members of the Group (including any bonus payments to management to the extent relating to such Recovery Claim); and

(ii) any Tax incurred and required to be paid by a member of the Group in connection with the Recovery Claim or the transfer of proceeds intra-Group (as reasonably determined by the relevant member of the Group on the basis of existing rates and taking into account any available credit, deduction or allowance);

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“Disposal” means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

“Disposal Proceeds” means the cash consideration received from a person who is not a member of the Group by any member of the Group for any Disposal made by any member of the Group except for Excluded Disposal Proceeds and after deducting (without duplication):

(i) any reasonable fees, costs and expenses which are incurred by any member of the Group with respect to that Disposal to persons who are not members of the Group;

(ii) any Tax incurred or reasonably estimated (except to the extent no longer so estimated) to be payable by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance);

(iii) any Financial Indebtedness of any entity to be disposed of and required to be repaid or prepaid by any member of the Group in accordance with the terms of such Disposal; and

(iv) reasonable reserves for sale indemnities, save to the extent such reserves are released and not paid to the relevant purchaser or reserves to cover potential liabilities in connection with the relevant Disposal (save to the extent released and not paid to meet such liabilities),

in each case in relation to that Disposal.

“Excluded Acquisition Proceeds” means any proceeds of a Recovery Claim which:

(i) relate to leakage of cash from the Target Group following the Locked Box Date and any adjustments to the 31 December 2007 net debt balance of the Target Group, in each case pursuant to the Acquisition Agreement; or

(ii) are applied or committed to be applied in meeting, reinstating, replacing, repairing or rectifying (as applicable) the liability, loss or defect to which they relate, within 12 months of receipt (or a commitment is entered into within such 12 months to so apply those Acquisition Proceeds within a further six months and those Acquisition Proceeds are in fact so applied within such six-month period).

“Excluded Disposal Proceeds” means Disposal Proceeds arising as a result of a Permitted Disposal referred to in:

(i) paragraphs (a), (b), (c), (d), (e), (f) or (g) of the definition of “Permitted Disposals”; and

(ii) paragraphs (h) and (l) of the definition of “Permitted Disposals” but only if such Disposal Proceeds are applied or committed to be applied in reinvestment in assets for use in the Group’s business within 12 months of receipt (or a commitment is entered into within such 12 months to so apply those Disposal Proceeds within a further six months and those Disposal Proceeds are in fact so applied within such six-month period).

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“Excluded Report Proceeds” means any cash proceeds of a Recovery Claim which the Company notifies the Facility Agent are, or are to be, applied in reinstating or replacing (on a like for like basis) any asset, or applied in defraying the loss or liability, to which the Recovery Claim relates, in any such case within 12 months of receipt (or a commitment is entered into within such 12 months so to apply those proceeds within a further six months and those proceeds are in fact so applied within such further six months).

“Excluded Insurance Proceeds” means any proceeds of an insurance claim which are, or are to be, applied:

(i) to meet a third party claim;

(ii) to cover operating losses in respect of which the relevant insurance claim was made; or

(iii) in the replacement, reinstatement and/or repair of assets of members of the Group which have been lost, destroyed or damaged provided such proceeds are applied or committed to be applied in such replacements, reinstatement and/or repair within 12 months after receipt (or a commitment is entered into within such 12 months to so apply those Disposal Proceeds within a further six months and those Disposal Proceeds are in fact so applied within such six-month period).

“Insurance Proceeds” means the cash proceeds of any insurance claim received by any member of the Group except for Excluded Insurance Proceeds and after deducting any reasonable fees, costs and expenses in relation to that claim which are incurred by any member of the Group to persons who are not members of the Group.

(b) The Company shall ensure that the Senior Borrower (to the fullest extent permitted under applicable law) prepays Utilisations in the following amounts at the times and in the order of application contemplated by Clause 13.3 (Application of mandatory prepayments):

(i) the amount of the Acquisition Proceeds (if they exceed $5,000,000 in aggregate);

(ii) the amount of the Disposal Proceeds (if they exceed $5,000,000 in aggregate);

(iii) the amount of the Insurance Proceeds (if they exceed $2,500,000 in aggregate); and

(iv) the amount of Excess Cashflow in each Financial Year (other than the Audited Financial Year ending 31 December 2008) to the extent set out in paragraph (c) below.

(c) In relation to the Audited Financial Year ending 31 December 2009 and each Audited Financial Year thereafter, following the delivery of the audited consolidated financial statements for the Company under Clause 26.2 (Financial statements) for such Audited Financial Year, if such financial statements show that, for such Audited Financial Year, there is Excess Cashflow in excess of $2,500,000, the Senior

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Borrower must apply an amount equal to the relevant percentage set out below of the Excess Cashflow for such Audited Financial Year, less any voluntary prepayments made by the Senior Borrower under the Term Facilities during such Audited Financial Year (except to the extent any such voluntary prepayment reduced the payment required under this paragraph (c) in relation to the previous Audited Financial Year) and prior to such delivery of such financial statements:

To the extent the Total Leverage for the most recent Audited Financial Year (taking into account the prepayment) is:	% of Excess Cashflow
Greater than 2.00:1	50%
Equal to or less than 2.00:1	0 %

(d) The Group may use up to 50 per cent. of Retained Excess Cash (to the extent not used for any other purpose under this Agreement) to distribute, dividend, repay any Shareholder Loan or otherwise pay to the shareholders of the Company to the extent that:

(i) there is no Default or Event of Default existing at the time of such prepayment or distribution or as a result thereof; and

(ii) the Company delivers a certificate to the Facility Agent signed by two Authorised Signatories of the Company confirming that the Group will be in compliance with the undertakings in Clause 27 (Financial Covenants) at the end of the Financial Quarter during which such prepayment or distribution is made; and

(iii) the Total Leverage, as at the end of the Financial Quarter immediately preceding the date on which such prepayment or distribution is to be made, pro forma to give effect to the prepayment and any Financial Indebtedness incurred or repaid after such date, is equal to or less than 2.00:1.

(e) If the Funding Date occurs without the Sibirsky Shares having been transferred to Russian Alcohol Group free and clear of encumbrances (including, without limitation, the Sibirsky Encumbrance), the balance standing to the credit of the Escrow Account (following the transfer to such account on the date falling 15 days after the Closing Date of not less than $30,000,000 of escrowed monies pursuant to the Escrow Agreement) shall be applied in prepayment of the Facilities (and the Facility Agent is hereby directed to apply such monies).

13.3 Application of mandatory prepayments

(a) Subject to paragraph (b) below and Clause 14.8 (Prepayment Elections; Facility B Lender option to decline), a prepayment made under Clause 13.1 (Exit) or Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow) shall be applied (other than under paragraph (ii) below) in the following order:

(i) first, in prepayment pro rata of the Term Loans (other than the ACR Financing Facility) as contemplated in paragraph (b) below and, if the prepayment will occur after the end of the Availability Period of the ACR Financing Facility, the ACR Financing Loans;

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(ii) secondly, the Available Commitments shall be cancelled pro rata under the Revolving Facility (and the Available Commitment of the Lenders under the Revolving Facility will be cancelled rateably) and the ACR Financing Facility (and the Available Commitment of the Lenders under the ACR Financing Facility will be cancelled rateably);

(iii) thirdly, pro rata among the Utilisations under the Revolving Facility and the ACR Financing Loans to the extent that the ACR Financing Loans have not already been prepaid (provided that the Revolving Facility Loans shall be prepaid before outstanding Letters of Credit) and in cancellation of the corresponding Commitments under such Facilities; and

(iv) fourthly, in repayment and cancellation of the Ancillary Outstandings and in cancellation of the corresponding Ancillary Commitments.

(b) The Senior Borrower shall prepay Term Loans at the following times:

(i) unless the Company makes an election under paragraph (d) below, in the case of any prepayment relating to the amounts of Acquisition Proceeds, Disposal Proceeds, Insurance Proceeds or Flotation Proceeds promptly upon receipt of those proceeds; and

(ii) in the case of any prepayment relating to an amount of Excess Cashflow, on the earlier of (A) the last day of the first Interest Period ending 14 days after the delivery pursuant to paragraph (a) of Clause 26.2 (Financial Statements) of the audited consolidated financial statements for the Company for the relevant Audited Financial Year and (B) the last day of the first Interest Period ending 14 days following the last date on which such financial statements were required to be delivered pursuant to Clause 26.2 (Financial Statements).

(c) A prepayment under paragraph (b) of Clause 13.1 (Exit) and Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow):

(i) shall prepay the Term Loans by the same proportion, unless a Facility B Lender elects to waive all or part of its share of the prepayment under paragraph (a) of Clause 14.8 (Prepayment Elections; Facility B Lender option to decline) in which case the Facility A Loans, Facility B Loans of a Facility B Lender (other than a Non-Accepting Lender as defined in Clause 14.8 (Prepayment Elections; Facility B Lender option to decline)) and the ACR Financing Loans will in addition be reduced pro rata by an amount equal to the waived prepayment; and

(ii) applied against the Facility A Loans shall reduce the relevant Repayment Instalment for each Facility A Repayment Date falling after the date of prepayment pro rata to the order of maturities.

(d) Subject to paragraph (e) below, the Senior Borrower may elect that any prepayment under paragraphs (b)(i) to (iv) (inclusive) of Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow) be applied in prepayment of a Term Loan on the last day of the Interest Period relating to that Term Loan. If the Senior Borrower makes that election then a proportion of the Term Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.

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(e) If the Senior Borrower has made an election under paragraph (d) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Term Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

13.4 Excluded proceeds

Where Excluded Acquisition Proceeds, Excluded Disposal Proceeds and Excluded Insurance Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow)), the Company shall ensure that those amounts are used for that purpose and, if requested to do so by the Facility Agent (acting reasonably), shall promptly deliver a certificate to the Facility Agent at the time of such application and at the end of such period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the relevant definition.

13.5 Upstreaming monies

If:

(a) monies are required to be applied in prepayment or repayment of the Facilities under this Clause 13 but in order to be so applied need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect that prepayment or repayment; and

(b) such monies cannot be so upstreamed or transferred without breaching a financial assistance prohibition (which may include the prohibition on giving financial assistance as set out in Section 53 of the Cypriot Companies Law, CAP. 113) or without breaching some other legal restriction or causing any director to breach a fiduciary duty or without the Group incurring a cost (whether as a result of paying additional Taxes or otherwise) equal to or greater than 5 per cent. of the monies to be upstreamed or otherwise transferred,

there will be no obligation to make that payment or prepayment until that impediment or cost (in excess of 5 per cent.) no longer applies. The Company and the relevant members of the Group will use reasonable commercial endeavours to (i) overcome that impediment and to minimise the costs of prepayment and (ii) use other available Cash in the Group which is not affected by the impediment or cost to prepay an equivalent amount, to the extent that to do so would not be materially prejudicial to the financial viability of the Group or give rise to any of the issues referred to in paragraph (a) or (b) above.

14. RESTRICTIONS

14.1 Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 12 (Illegality, Voluntary Prepayment and Cancellation) or Clause 13 (Mandatory Prepayment) shall be irrevocable and, unless a contrary indication appears in this Agreement, any notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment; provided that, the other provisions of this Agreement notwithstanding, any notice of cancellation of a Commitment or prepayment of a Utilisation shall be revocable by written counter-notice by the Obligor giving such counter-notice to the Facility Agent no later than one Business Day prior to the date of the originally specified cancellations or prepayment but the Senior

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Borrower shall pay any Break Costs (including for these purposes Margin and any Mandatory Costs) and indemnify the Finance Parties from any other losses and expenses incurred as a consequence of such notice of cancellation or prepayment being revoked.

14.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs without other premium or penalty.

14.3 No reborrowing of Term Facilities

The Senior Borrower may not reborrow any part of a Term Facility which is prepaid.

14.4 Reborrowing of Revolving Facility

Any voluntary prepayment of a Revolving Facility Loan under Clause 12.6 (Voluntary prepayment of Revolving Facility Loans) may be re-borrowed in accordance with the terms of this Agreement. Any other prepayment of a Revolving Facility Loan may not be re-borrowed.

14.5 Prepayment in accordance with Agreement

The Senior Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

14.6 No reinstatement of Commitments

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

14.7 Facility Agent’s receipt of notices

If the Facility Agent receives a notice under Clause 12 (Illegality, Voluntary Prepayment and Cancellation) or Clause 13.3 (Application of Mandatory Prepayments), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

14.8 Prepayment elections; Facility B Lender option to decline

(a) The Facility Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Facility B Loan under Clause 12.5 (Voluntary prepayment of Term Loans) or Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow). A Lender may, if it gives the Facility Agent not less than five Business Days’ prior notice, elect to waive all or a specified part of its share of that prepayment of Facility B (each such Lender a “Non-Accepting Lender”).

(b) In the event of such a notification from a Non-Accepting Lender, the amount which would have been applied in prepaying such Non-Accepting Lender’s participations in the Facility B Loans shall be applied pro rata against the outstanding principal amount of the Facility B Loans owing to Facility B Lenders (other than the Non-Accepting Lenders) which do not, when offered such further prepayment, notify the Facility Agent within five Business Days that they do not wish to receive such prepayments, and against the outstanding principal amount of each of the Facility A Loans and ACR Financing Facility Loans.

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(c) Following such application in accordance with paragraph (b) above or if all Facility B Lenders are Non-Accepting Lenders, any remaining amounts or the amount which would have been applied in prepaying the Facility B Loans shall be applied:

(i) first, pro rata in prepayment of the Facility A Loan and the ACR Financing Loans, until repaid in full; and

(ii) second, in prepayment of the Facility B Loans.

14.9 Prepayment account

Any amounts which may be required to be applied in prepayment of the Facilities shall be deposited in an interest-bearing account in the name of the Senior Borrower and pledged or charged to the Security Agent until prepaid (at the end of the then-current Interest Period) or re-invested in accordance with Clause 13 (Mandatory Prepayment).

15. INTEREST

15.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) IBOR; and

(c) Mandatory Cost, if any.

15.2 Payment of interest

The Senior Borrower shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six-Monthly intervals after the first day of the Interest Period).

15.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 15.3 shall be immediately payable by the Obligor on demand by the Facility Agent.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent. higher than the rate which would have applied if the overdue amount had not become due.

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(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

15.4 Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Senior Borrower (or the Company) of the determination of a rate of interest under this Agreement.

15.5 Overfunding Account

(a) The Overfunding Amount shall have been deposited by the Company into the Overfunding Account on or prior to the Funding Date.

(b) Subject to paragraph (c) below, the Facility Agent shall (following consultation with the Company for a period of not more than 2 Business Days) be entitled to instruct the Security Agent to apply the amount standing to the credit of the Overfunding Account in payment of interest on any Term Facility due and payable under this Agreement on or before 31 March 2009, following which any amount remaining on the Overfunding Account shall, provided that no Event of Default has occurred and is continuing, be released to the Company (or to any other member of the Group at the Company’s direction), and the Security Agent shall comply with such instruction.

(c) The Company shall be entitled (provided no Event of Default has occurred and is continuing) once during the Clean-Up Period to transfer all or any part of the Overfunding Amount to an account (subject to Transaction Security in favour of the Security Agent or the Senior Borrower) of Russian Alcohol Group, Topaz and/or Sibirsky with ZAO Raiffeisen or the Facility Agent with irrevocable instructions to ZAO Raiffeisen or, as the case may be, the Facility Agent to re-transfer such amount to the Overfunding Account within 3 Business Days of its receipt thereof (and the Company shall procure that ZAO Raiffeisen or, as the case may be, the Facility Agent shall timely comply with such instruction).

16. INTEREST PERIODS

16.1 Selection of Interest Periods and Terms

(a) The Senior Borrower (or the Company on its behalf) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term Loan and has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Facility Agent by the Senior Borrower (or the Company on its behalf) to which the Term Loan was made not later than 11:00 a.m. three Business Days before the Quotation Day for that Interest Period.

(c) If the Senior Borrower (or the Company on its behalf) fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to Clause 16.2 (Changes to Interest Periods), be six Months.

(d) Subject to this Clause 16, the Senior Borrower (or the Company on its behalf) may select an Interest Period of three or six Months or any other shorter period than six Months or any other period agreed between the Company and the Facility Agent (acting on the instructions of the Majority Lenders).

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(e) An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility.

(f) Each Interest Period for a Term Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g) A Revolving Facility Loan has one Interest Period only.

(h) Prior to the Syndication Date, Interest Periods shall be one Month or such other period (not exceeding one month) as the Facility Agent may reasonably require so as to ensure that the Interest Periods for all Loans then outstanding end on the same date, or in any case, such other shorter Interest Period as the Mandated Lead Arrangers and the Company may agree; and any Interest Period which would otherwise end during the month preceding or extend beyond the Syndication Date shall end on the Syndication Date.

16.2 Changes to Interest Periods

(a) Prior to determining the interest rate for a Facility A Loan, the Facility Agent may in consultation with the Company shorten an Interest Period for any Facility A Loan to ensure there are sufficient Facility A Loans (with an aggregate Base Currency Amount equal to or greater than the relevant Facility A Repayment Instalment) which have an Interest Period ending on a Facility A Repayment Date for the Senior Borrower to make the relevant Facility A Repayment Instalment due on that date.

(b) If the Facility Agent makes any of the changes to an Interest Period referred to in this Clause 16.2, it shall promptly notify the Company and the Lenders.

16.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

16.4 Consolidation and division of Term Loans

(a) Subject to paragraph (b) below, if two or more Interest Periods:

(i) relate to Term Loans from the same Term Facility in the same currency; and

(ii) end on the same date,

those Term Loans will, unless the Senior Borrower (or the Company on its behalf) specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Term Loan of the relevant Term Facility on the last day of the relevant Interest Period.

(b) Subject to Clause 4.4 (Maximum number of Utilisations) and Clause 5.3 (Currency and amount) if the Senior Borrower (or the Company on its behalf) requests in a Selection Notice that a Term Loan of a Facility be divided into two or more Term Loans of such Facility, that Term Loan will, on the last day of its Interest Period, be so divided with Base Currency Amounts specified in that Selection Notice, having an aggregate Base Currency Amount equal to the Base Currency Amount of the Term Loan immediately before its division.

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17. CHANGES TO THE CALCULATION OF INTEREST

17.1 Absence of quotations

Subject to Clause 17.2 (Market disruption), if the relevant IBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable IBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

17.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin;

(ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b) In this Agreement “Market Disruption Event” means:

(i) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine the relevant IBOR for the relevant currency and Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of the relevant IBOR.

17.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the affected Lenders and the Company, be binding on all Parties.

17.4 Break Costs

(a) The Senior Borrower shall, within five Business Days of written demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Senior Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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(b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

18. FEES

18.1 Commitment fees

(a) The Company shall pay or procure that the Senior Borrower pays to the Facility Agent (for the account of each Revolving Facility Lender) a fee in US dollars computed at the rate of 0.75 per cent. per annum on that Lender’s Available Commitment under the Revolving Facility and commencing to accrue on the date of execution of this Agreement.

(b) The Company shall pay or procure that the Senior Borrower pays to the Facility Agent (for the account of each ACR Financing Facility Lender) a fee in US dollars computed at the rate of:

(i) prior to the Funding Date, 0.75 per cent. per annum; and

(ii) on and from the Funding Date, 1.25 per cent. per annum,

in each case on that Lender’s Available Commitment under the ACR Financing Facility and commencing to accrue on the Signing Date.

(c) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the relevant Availability Period and on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective and on the date of initial Utilisation of the relevant Facility.

18.2 Arrangement and other fees

The Company shall pay or procure that the Senior Borrower pays to GSI (or any of its Affiliates) the arrangement and other fees in the amount and at the times agreed in the Fee Letter.

18.3 Facility Agency and Security Agency fee

The Company shall pay or procure that the Senior Borrower pays to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in the Commitment Documents and the Security Agent (for its own account) a security agency fee in the amount and at the times agreed between the Senior Borrower and the Security Agent.

18.4 Fees payable in respect of Letters of Credit

(a) The Company or the Senior Borrower shall pay to the Issuing Bank a fronting fee at the rate of 0.125 per cent. per annum on the outstanding amount which is counter-indemnified by the other Lenders (excluding Affiliates of the Issuing Bank) of each Letter of Credit requested by it and which is not cash collateralised for the period from the issue of that Letter of Credit until its Expiry Date.

(b) The Company or the Senior Borrower shall pay to the Facility Agent (for the account of each Lender) a Letter of Credit fee in the Base Currency (computed at the rate equal to the Margin applicable to a Revolving Facility Loan) on the outstanding

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amount of each Letter of Credit requested by it for the period from the issue of that Letter of Credit until its Expiry Date. This fee shall be distributed according to each Lender’s L/C Proportion of that Letter of Credit.

(c) The accrued fronting fee and Letter of Credit fee on a Letter of Credit shall be payable on the last day of each successive period of three Months (or such shorter period as shall end on the Expiry Date for that Letter of Credit) starting on the date of issue of that Letter of Credit. The accrued fronting fee and Letter of Credit fee shall also be payable to the Facility Agent on the cancelled amount of any Lender’s Revolving Facility Commitment at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit is prepaid or repaid in full.

(d) The Company or the Senior Borrower shall pay to the Issuing Bank (for its own account) an issuance/administration fee in the amount and at the times agreed between the Company or the Senior Borrower and the Issuing Bank.

18.5 Interest, commission and fees on Ancillary Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Senior Borrower of that Ancillary Facility based upon normal market rates and terms.

19. TAX GROSS-UP AND INDEMNITIES

19.1 Definitions

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of a Utilisation under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 19.2 (Tax gross-up) or a payment under Clause 19.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 19.1 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

19.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

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(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender or Issuing Bank shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank under this Agreement. If the Facility Agent receives such notification from a Lender or Issuing Bank it shall promptly notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction including any Tax Deduction on an amount increased pursuant to this Clause 19.2) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of Tax imposed by the respective Obligor’s Relevant Jurisdiction from a payment of interest on a Loan, if on the date on which the payment falls due the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority.

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make in accordance with the relevant law the payment without a Tax Deduction.

19.3 Tax indemnity

(a) The Company shall or shall procure that the Senior Borrower shall (within five Business Days of written demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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(B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 19.2 (Tax gross-up); or

(B) would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 19.2 (Tax gross-up) applied.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Company (or the relevant Obligor).

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3, notify the Facility Agent.

19.4 Tax Credit

(a) If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(i) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

(ii) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

(b) If any Finance Party makes any payment to an Obligor pursuant to paragraph (a) above and such Finance Party subsequently determines, in its sole discretion, that such Tax Credit in respect of which such payment was made was not available, has been withdrawn or that it was unable to use such Tax Credit in full, the relevant Obligor shall reimburse such Finance Party such amount as such Finance Party determines, in its sole discretion, is necessary to place it in the same after-Tax position as it would have been in if such Tax Credit had been obtained, fully used and retained by such Finance Party.

19.5 Stamp taxes

The Company shall pay (or procure that another Obligor pays) and, within five Business Days of written demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document except stamp duty, registration and other similar Taxes incurred on assignment or transfer of any Lender’s Commitment or participation in any Utilisation or any sub-participation after the Syndication Date.

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19.6 Value added tax

(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b) If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

(d) Where an Obligor is required to make payment under paragraph (b) above, such amount shall not become due until the relevant Obligor has received an invoice detailing the amount to be paid.

20. INCREASED COSTS

20.1 Increased Costs

(a) Subject to Clause 20.3 (Exceptions) the Company shall, within five Business Days of a demand by the Facility Agent, pay (or procure that the Senior Borrower pay) for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the Signing Date or (ii) compliance with any law or regulation made after the Signing Date.

(b) In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliates’) overall capital;

(ii) an additional or increased cost; or

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(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.

20.2 Increased Cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 20.1 (Increased Costs) shall promptly notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

20.3 Exceptions

(a) Clause 20.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) compensated for by Clause 19.3 (Tax indemnity) (or would have been compensated for under Clause 19.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 19.3 (Tax indemnity) applied);

(iii) compensated for by the payment of the Mandatory Cost; or

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(v) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on banking Supervision in June 2004 in the form existing on the Signing Date (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) If a Finance Party does not notify the Agent of its intention to claim pursuant to Clause 19 (Tax Gross-Up and Indemnities) or this Clause 20.3 (Exceptions) within 90 days after the date of which the Lender becomes aware of the relevant:

(i) Taxes;

(ii) Increased Cost;

(iii) reduction in the rate of return on capital; or

(iv) loss,

that Finance Party shall not be entitled to claim indemnification for such Taxes, reduction in the rate of return on capital, Increased Cost or loss in respect of any period of more than 90 days before the date on which the Finance Party does notify the Agent of its intention to make such claim for indemnification, payment or

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foregone interest or other return. The obligation of the Company or the Senior Borrower to make any payment under Clause 19 (Tax Gross-Up and Indemnities) or this Clause 20 (Increased Costs) shall survive termination of this Agreement for a period of 9 Months after such termination.

(c) In this Clause 20.3, “Tax Deduction” has the same meaning given to the term in Clause 19.1 (Definitions).

21. OTHER INDEMNITIES

21.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five Business Days of written demand, indemnify the Mandated Lead Arrangers and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

21.2 Other indemnities

(a) The Company shall (or shall procure that an Obligor will (to the fullest extent permitted under applicable law)), within five Business Days of written demand, indemnify each Mandated Lead Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date or within any applicable grace period, including without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);

(iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the Company or the Senior Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or gross negligence by that Finance Party alone);

(iv) issuing or making arrangements to issue a Letter of Credit requested by the Company or the Senior Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or gross negligence by that Finance Party alone) or

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(v) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Senior Borrower or the Company.

(b) The Company shall within three Business Days of written demand indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Acquisitions or the funding of the Acquisitions (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisitions), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 21.2 subject to Clause 1.4 (Third party rights).

21.3 Indemnity to the Facility Agent

(a) The Company shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is an Event of Default;

(ii) entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 35.9 (Change of currency); or

(iii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

21.4 Indemnity to the Security Agent

(a) Each Obligor (to the fullest extent permitted under applicable law) shall promptly indemnify the Security Agent (including any of its agents, attorneys or delegates) against any cost, loss or liability incurred by any of them as a result of:

(i) the taking, holding, protection or enforcement of the Transaction Security,

(ii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent by the Finance Documents or by law;

(iii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and

(iv) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents,

save to the extent that such cost, loss or liability is caused by the gross negligence or wilful misconduct of the Security Agent, its agents, attorneys or delegates.

(b) The Security Agent may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary

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to give effect to the indemnity in this Clause 21.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

22. MITIGATION BY THE LENDERS

22.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 12.1 (Illegality) (or, in respect of the Issuing Bank, Clause 12.2 (Illegality in relation to Issuing Bank)), Clause 19 (Tax Gross-up and Indemnities) or Clause 20 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost Formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

22.2 Limitation of liability

(a) The Company shall within three Business Days of written demand indemnify each Finance Party for all costs and expenses properly incurred by that Finance Party as a result of steps taken by it under Clause 22.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 22.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

23. COSTS AND EXPENSES

23.1 Transaction expenses

(a) The Company shall promptly on demand pay (or shall procure that an Obligor pays) each Finance Party for all of that Finance Party’s reasonable out of pocket costs and expenses (other than legal fees) incurred in connection with:

(i) the preparation, negotiation and execution of this Agreement and any other documents referred to in this Agreement and the Transaction Security (such costs and purposes to be payable by the Company on the Funding Date); and

(ii) syndication of the Term Facilities and the Revolving Facility in accordance with the Commitment Documents (such costs and expenses to be payable by the Company on or following the Funding Date, promptly upon request of the relevant Finance Party, such relevant Finance Party to make such request no more than once),

in each case, as provided in the Commitment Documents, but only if Acquisition 1 closes.

(b) The Company shall promptly on demand pay (or shall procure that an Obligor pays) the Finance Parties for the reasonable fees and disbursements of not more than one legal counsel for all Mandated Lead Arrangers in each relevant jurisdiction in connection with the matters referred to in paragraph (a)(i) above, which reimbursement shall be limited as provided in the Commitment Documents.

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23.2 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 35.9 (Change of currency) or (c) any Finance Document needs to be amended at any time for any reason (including, for the avoidance of doubt, in connection with any grant of the Uncommitted ACR Facility), the Company shall, within five Business Days of written demand, reimburse each of the Finance Parties for the amount of all fees, costs and expenses (including legal fees) properly incurred by such Finance Party (and, in the case of the Security Agent, by any of its agents, attorneys or delegates) in responding to, evaluating, negotiating, complying with or effecting that request, requirement or amendment.

23.3 Security Agent’s ongoing costs

In the event of (a) a Default or (b) the Security Agent reasonably considering it necessary or expedient, (c) an amendment, consent or waiver under Clause 23.2 (Amendment costs) or (d) the Security Agent being requested by an Obligor or the Majority Lenders (though the Facility Agent) to undertake duties which the Security Agent reasonably considers to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent under the Finance Documents, the Company shall pay to the Security Agent additional remuneration which will be charged according to the Security Agent’s hourly charge-out rates prevailing at that time.

23.4 Enforcement and preservation costs

The Company shall, or failing which the Senior Borrower and each Guarantor shall, within five Business Days of written demand, pay to the Mandated Lead Arrangers and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights, including without limitation as a consequence of taking or holding the Security under the On-Loan Finance Documents or enforcing those rights.

24. GUARANTEE AND INDEMNITY

24.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by the Senior Borrower of all of its payment obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever the Senior Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

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24.2 Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

24.3 Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a) the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

24.4 Waiver of defences

The obligations of each Guarantor under this Clause 24 will not be affected by an act, omission, matter or thing which, but for this Clause 24, would reduce, release or prejudice any of its obligations under this Clause 24 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

24.5 Guarantor Intent

Without prejudice to the generality of Clause 24.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance

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Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

24.6 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including, for the avoidance of doubt, any of the Obligors) before claiming from that Guarantor under this Clause 24. This waiver applies irrespective of any law (other than the mandatory provisions of any law that would apply regardless of such waiver) or any provision of a Finance Document to the contrary.

24.7 Hedging Counterparties

Each Hedging Counterparty may rely on this Clause 24 (Guarantee and Indemnity) pursuant to the Contracts (Rights of Third Parties Act 1999) but may not make demand on any Guarantor under this Clause 24 (Guarantee and Indemnity) unless permitted to do so by the Intercreditor Deed.

24.8 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 24.

24.9 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

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24.10 Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

24.11 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

24.12 Guarantee Limitations

This guarantee does not apply to any liability of any Guarantor to the extent that it would result in this guarantee constituting (in the case of a Guarantor incorporated in Cyprus) unlawful financial assistance within the meaning of Section 53 of the Cypriot Companies Law, CAP. 113 (as amended) or (in the case of any other Guarantor) any equivalent provision of any jurisdiction of incorporation of such Guarantor and with respect to any Additional Guarantor to the extent (if any) of any limitations set out in the Accession Letter applicable to such Additional Guarantor.

25. REPRESENTATIONS

25.1 General

Each Obligor makes the representations and gives the warranties set out in this Clause 25 to each Finance Party in relation to itself and, to the extent expressed to be applicable to them, its Subsidiaries or the Material Companies or the On-Loan Obligors, as the case may be.

25.2 Status

(a) It and each of its Subsidiaries is a company, a limited liability company, a corporation or a limited partnership, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

(c) In the case of the Senior Borrower:

(i) all of its issued and outstanding voting shares are held by the Trustee under a trust duly settled and existing under the laws of Guernsey; and

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(ii) it has its seat (Sitz) and place of management (Geschäftsleitung), each as defined in § 33 TP 19(4) No. 3 of the Austrian Stamp Duty Act (Geburengesetz-Gebg), in Cyprus and does not have a permanent establishment (Betriebsstätte) in Austria.

25.3 Binding obligations

Subject to the Legal Reservations and Perfection Requirements:

(a) the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations;

(b) the obligations expressed to be assumed by each On-Loan Obligor under the On-Loan Finance Documents to which such On-Loan Obligor is a party are legal, valid, binding and enforceable obligations;

(c) (without limiting the generality of paragraph (a) or (b) above), and subject to the Perfection Requirements, each Transaction Security Document to which it or any of the On-Loan Obligors is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

25.4 Non-conflict with other obligations

The entry into and performance by it and each On-Loan Obligor of, and the transactions contemplated by, the Transaction Documents (including, for the avoidance of doubt, the entry into the On-Loan Finance Documents and the consummation of the Acquisitions, any Permitted Transactions contemplated by the Structure Memorandum and the transactions contemplated by the On-Loan Finance Documents) and the granting of the Transaction Security pursuant to the Agreed Security Principles do not and will not conflict with:

(a) any law or regulation applicable to any member of the Group;

(b) its or their Constitutional Documents; or

(c) any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument to an extent which has had or will have a Material Adverse Effect.

25.5 Power and authority

(a) It and each On-Loan Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.

(b) No limit on its or any On-Loan Obligor’s powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it (or such On-Loan Obligor) is a party.

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25.6 Validity and admissibility in evidence

(a) Subject to the Legal Reservations, all Authorisations required or desirable:

(i) to enable it and any On-Loan Obligor lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party; and

(ii) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect except for those filings or registrations required in relation to the Transaction Security Documents referred to in Clause 25.10 (No filing or stamp taxes) which filings or registrations will promptly be made after execution of the relevant Transaction Security Documents and in any event within any applicable time limits.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or would have a Material Adverse Effect.

25.7 Governing law and enforcement

Subject to the Legal Reservations:

(a) the choice of governing law of the Finance Documents will be recognised and enforced in its and each On-Loan Obligor’s Relevant Jurisdictions; and

(b) any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its and each On-Loan Obligor’s Relevant Jurisdictions.

25.8 Immunity

No Obligor nor any On-Loan Obligor has the benefit of any immunity in respect of itself or its assets or revenues in any jurisdiction, including any immunity in respect of:

(a) the giving of any relief by way of injunction or order for specific performance or for the recovery of assets or revenues; and

(b) the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the arrest, detention or sale of any of its assets and revenues.

25.9 Insolvency

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 29.7 (Insolvency proceedings); or

(b) creditors’ process described in Clause 29.8 (Creditors’ process),

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has been taken, is pending or, to the knowledge of the Company, having made due and careful enquiry, is threatened in relation to a member of the Group; and none of the circumstances described in Clause 29.6 (Insolvency) applies to a member of the Group.

25.10 No filing or stamp taxes

Subject to the Perfection Requirements, under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except (in relation to an Obligor that is incorporated under the laws of Cyprus) for any stamp duty and filings or registrations which will promptly be paid and made after execution of the relevant Finance Documents and in any event within any applicable time limits.

25.11 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make to a Qualifying Lender under any Finance Document.

25.12 No default

(a) No Event of Default and, on the Signing Date and the Funding Date, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has had or would have a Material Adverse Effect.

25.13 No misleading information

Save as disclosed in writing to the Facility Agent and the Mandated Lead Arrangers prior to the Signing Date (or, in relation to the Information Memorandum, by no later than five Business Days prior to the Syndication Date):

(a) any factual information (other than information of a general economic nature) contained in the Information Memorandum or the Base Case Model was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;

(b) any financial projection or forecast contained in the Information Memorandum or the Base Case Model (the “Projections”) has been prepared in accordance with the Accounting Principles, in good faith, on the basis of recent historical information and on the basis of assumptions believed by it to be reasonable at the time of preparation and was fair (in each case, as at the date of preparation) and arrived at in good faith and after careful consideration (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Group and that no assurances can be given that such Projections will be realised);

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(c) the expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Information Memorandum or the Base Case Model were made in good faith and after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were considered by such Obligor to be fair and on reasonable grounds;

(d) no event or circumstance has occurred or arisen and no information has been omitted from the Information Memorandum or the Base Case Model and no information has been given or withheld that results in the information or Projections contained in the Information Memorandum or the Base Case Model, when taken as a whole, being untrue or misleading in any material respect (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Group and that no assurances can be given that such Projections will be realised); and

(e) all material written information provided to a Finance Party by or on behalf of any Obligor in connection with the Acquisitions and/or the Target Group on or before the Signing Date and not superseded before that date (whether or not contained in the Base Case Model) is accurate in all material respects and not misleading in any material respect.

25.14 Original Financial Statements

(a) Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, the audited Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b) Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, the Original Financial Statements fairly represent the financial condition and results of operations of the Target Group) for the relevant period(s).

(c) Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, there has been no material adverse change in the Target Group’s assets, business or financial condition since the date of the Target Group’s Original Financial Statements.

(d) Save as fairly disclosed in the PwC Financial Report and/or the Original Financial Statements, so far as the Company is aware, and unless otherwise expressly referred to therein, the Original Financial Statements do not consolidate the results, assets or liabilities of any person or business which does not form part of the Target Group.

(e) Save as fairly disclosed in the PwC Financial Report, so far as the Company is aware, and unless otherwise expressly referred to therein, the most recent financial statements delivered pursuant to Clause 26.2 (Financial statements):

(i) in the case of financial statements delivered pursuant to (a)(i) and (b) of Clause 26.2 (Financial Statements) only have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Base Case Model; and

(ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

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(f) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were believed in good faith to be reasonable as at the date they were prepared and supplied.

(g) Since the date of the most recent financial statements delivered pursuant to Clause 4.1 (Initial conditions precedent) there has been no material adverse change in the business, assets or financial condition of the Group or Target Group.

25.15 Reports

So far as the Company is aware after making due and careful enquiries, save as disclosed in writing to the Facility Agent and the Mandated Lead Arrangers by no later than five Business Days prior to the Syndication Date:

(a) all factual information furnished by or on behalf of it to any of the firms which prepared any of the Reports was true and accurate in all material respects at its date or (if appropriate) as at the date (if any) at which it is stated to be given;

(b) the expressions of opinion or intention provided by or on behalf of an Obligor or On-Loan Obligor to any of the firms which prepared any of the Reports represent the honestly held opinions, views and intentions of it as at the date they were provided and were arrived at in good faith and after careful consideration and were based on reasonable grounds;

(c) any financial projection or forecast (a “Projection”) furnished by or on behalf of an Obligor or On-Loan Obligor to any of the firms which prepared any of the Reports has been prepared in accordance with the Accounting Principles in good faith on the basis of recent historical information and on the basis of assumptions believed by it to be reasonable at the time of preparation and was fair (in each case, at the time of preparation) and arrived at in good faith and after careful consideration (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Group and that no assurances can be given that such Projections will be realised);

(d) the Reports do not omit to disclose or take into account any matter where failure to disclose such matter would result in the Reports (or any opinion or Projection contained in the Reports) being misleading in any material respect;

(e) nothing has occurred or come to light since the date of any report which renders any factual information therein inaccurate or misleading in any material respect or which makes any of the opinions, projections or forecasts contained therein unfair or unreasonable in any material respects or renders any of the assumptions upon which the Projections are based unfair or unreasonable; and

(f) the Company has not omitted to disclose to the Facility Agent any material information known to it which, if disclosed, would make any of the information supplied to the firms which prepared any of the Reports by or on behalf of the Company and its Subsidiaries untrue or misleading in any material respect.

25.16 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which are reasonably likely to be adversely determined and which, if adversely determined, would have a Material Adverse Effect have, so far as it is aware, having made due and careful enquiry, been started or threatened against it or any of its Subsidiaries.

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25.17 No breach of laws

(a) It has not (and none of its Subsidiaries has) breached any law or regulation (including without limitation the US Foreign Corrupt Practices Act of 1977, as amended) which breach has, had or will have a Material Adverse Effect.

(b) No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have had or will have a Material Adverse Effect.

25.18 Environmental laws

(a) Each member of the Group is in compliance with Clause 28.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has had or will have a Material Adverse Effect.

(b) No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim is reasonably likely to be adversely determined and which, if adversely determined against that member of the Group, would have a Material Adverse Effect.

(c) The cost to the Group of compliance with Environmental Laws (including Environmental Permits) is (to the best of its knowledge and belief, having made due and careful enquiry) adequately provided for in the Base Case Model.

25.19 Taxation

(a) It is not (and none of its Subsidiaries is) overdue (taking into account any extensions) in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax, in each case to an extent which has or would have a Material Adverse Effect.

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect to Taxes which would have a Material Adverse Effect.

(c) It is resident for Tax purposes only in the jurisdiction of its incorporation.

25.20 Security and Financial Indebtedness

(a) No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

(b) No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

(c) Each notice or request for consent or waiver required under any document relating to the Existing Financial Indebtedness pursuant to any term thereof relating to a change of control of the Target Group has been (or will be) timely given by the relevant member of the Group.

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25.21 Ranking

Subject to the Legal Reservations and the Perfection Requirements, its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to companies generally.

25.22 Good title to assets

Subject to any Permitted Security, it and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business in all material respects as presently conducted to the extent that failure to do so would have a Material Adverse Effect.

25.23 Legal and beneficial ownership

Subject to any Permitted Security it and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security under the Transaction Security Documents.

25.24 Shares

The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. The Constitutional Documents of companies whose shares are subject to the Transaction Security do not and would not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any member of the Group or member of the Target Group (including any option or right of pre-emption or conversion).

25.25 Intellectual Property

It and each of its Subsidiaries:

(a) is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all Material Intellectual Property;

(b) so far as it is aware, having made due and careful enquiry, does not (nor do any of its Subsidiaries) in carrying on its businesses infringe any Intellectual Property of any third party in any respect which has had or will have a Material Adverse Effect; and

(c) has taken all formal or procedural actions (including payment of fees) required to maintain in full and effect and preserve its ability to enforce any Material Intellectual Property owned by it where failure to do so would have a Material Adverse Effect.

25.26 Structure Memorandum and Group Structure Chart

The Structure Memorandum and the Group Structure Chart is, to the best of the Obligors’ knowledge, true, complete and accurate in all material respects and shows the following information:

(a) each member of the Group indicating, in each case, whether a company is a Dormant Subsidiary or is not a company with limited liability;

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(b) any person in which any member of the Group holds shares or partnership interests or other equivalent ownership interest as it will be on the Closing Date (immediately following the Acquisitions) and the Funding Date; and

(c) all Structural Intra-Group Loans outstanding immediately following the Closing Date.

25.27 Conditions Precedent and Conditions Subsequent

The documents delivered under Clauses 4.1 (Initial conditions precedent) and under Clause 28.40 (Conditions subsequent; Structure Memorandum) are complete and are not misleading in any material respect.

25.28 Accounting reference date

The Audited Financial Year end for each member of the Group is the Accounting Reference Date.

25.29 Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”),

(a) its centre of main interest (as that term is used in Article 3(1) of the Regulation) (the “Centre of Main Interest”) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction;

(b) the Centre of Main Interest of each On-Loan Obligor is situated in its jurisdiction of incorporation and it has no such “establishment” in any other jurisdiction; and

(c) neither of the Senior Borrower nor any of the On-Loan Obligors has its seat (Sitz) and place of management (Geschäftsleitung), each as defined in 33 TP 19 (4) no. 3 of the Austrian Stamp Duty Act (Gebührengesetz – GebG) in Austria and nor does any of these companies have a permanent establishment (Betriebstätte) in Austria.

25.30 Pension Scheme

The pension schemes of each member of the Group are funded to the extent required by law and otherwise are sufficient to comply with the requirements of any law applicable in the jurisdiction in which the relevant pension scheme is maintained and there are no unfunded pension liabilities, in each case, where failure to do so has or would reasonably be expected to have a Material Adverse Effect.

25.31 No adverse consequences

(a) It is not necessary under the laws of its Relevant Jurisdictions or the Relevant Jurisdictions of any On-Loan Obligor:

(i) in order to enable any Finance Party or the Senior Borrower to enforce its rights under any Finance Document; or

(ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

that any Finance Party or the Senior Borrower should be licensed, qualified or otherwise entitled to carry on business; and

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(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

(c) The Senior Borrower is not or will not be deemed to be resident, domiciled or carrying on business in the Relevant Jurisdictions of the On-Loan Obligors by reason only of the execution, performance and/or enforcement of any On-Loan Finance Document.

25.32 Documents

(a) The Equity Documents furnished to the Facility Agent under Clause 4.1 (Initial conditions precedent) contain all material terms of the arrangements between Luxco I, Luxco II, the Parent and the Investors as at the Signing Date and the Closing Date and have not been amended or waived without the consent of the Facility Agent (acting reasonably) save for changes which would not be material and prejudicial to the interests of the Lenders under the Finance Documents.

(b) The Acquisition Agreement furnished to the Facility Agent under Clause 4.1 (Initial Conditions Precedent) contains all of the terms of the Acquisitions.

25.33 Title to Shares

(a) With the exception of the Shares issued by ZAO “Sibirsky LVZ” to be acquired pursuant to Acquisition 2, the Shares are beneficially owned by the relevant Obligor as set out in the Structure Memorandum and the relevant Obligor is the legal registered owner of all of such Shares and interests free from any Security Interests or Quasi-Security Interests, claims or competing interests whatsoever except the Transaction Security.

(b) Upon the acquisition thereof, the Shares issued by ZAO “Sibirsky LVZ” will be beneficially owned by Russian Alcohol Group as set out in the Structure Memorandum and Russian Alcohol Group will be entitled thereupon to become the legal registered owner of all such Shares and interests free from any Security Interests or Quasi-Security Interests, claims or competing interests whatsoever except the Transaction Security.

25.34 Anti-Terrorism Laws

No Obligor or any of its Affiliates or, to the knowledge of any Obligor having made due and careful enquiry, any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Facilities:

(a) is a Designated Party;

(b) conducts any business or engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Designated Party;

(c) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to any Anti-Terrorism Law; or

(d) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any Anti-Terrorism Law.

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25.35 Anti money laundering

No Obligor has or will fund all or part of any payment under a Finance Document out of proceeds derived from any unlawful activity which would result in any violation of any applicable anti money laundering law or regulation.

25.36 US Government Regulations

Neither it nor any of its Subsidiaries is an “investment company,” or a company “controlled” by an “investment company,” as such terms are defined in, or subject to regulation under, the United States Investment Company Act of 1940, as amended from time to time. Neither the making of any Utilisation, nor the application of the proceeds or repayment thereof by any Obligor, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the United States Securities and Exchange Commission thereunder.

25.37 Margin stock

(a) The proceeds of the Facility have been and will be used only for the purposes described in Clause 3 (Purpose).

(b) The Company is not engaged principally in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U and X of the Board of Governors of the United States Federal Reserve System), and no portion of any Loan has been or will be used, directly or indirectly, to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

25.38 Holding Companies

Except as may arise under the Transaction Documents or otherwise in connection with the Acquisitions and except for Acquisition Costs and customary establishment and administrative costs, before the Signing Date, neither the Company nor the Senior Borrower has:

(a) traded, or incurred any liabilities or commitments (actual or contingent, present or future);

(b) engaged in any activity or business other than as a holding company or in connection with the Acquisitions;

(c) entered into any contract, agreement or arrangement other than as required to enable it to function as a holding company; or

(d) owned any material assets other than cash and/or equity share capital in other members of the Group and/or the Shares.

25.39 Times when representations are made

(a) All the representations and warranties in this Clause 25 are made by each Original Obligor on the Signing Date except for the representations and warranties set out in Clause 25.13 (No misleading information) and Clause 25.15 (Reports) which are deemed to be made by each Obligor (i) with respect to the Information Memorandum the date the Information Memorandum is approved by the Company, (ii) with respect to the Base Case Model and the Structure Memorandum, on the Signing Date and on the Funding Date and (iii) with respect to the Information Package (other than the

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Base Case Model and Structure Memorandum), on the date on which the Information Package (or part of it) is released to the Mandated Lead Arrangers for distribution in connection with syndication.

(b) All the representations and warranties in this Clause 25 are deemed to be made by each Obligor on the Funding Date.

(c) The representations and warranties in Clause 25.13 (No misleading information) and Clause 25.15 (Reports) are deemed to be made by each Obligor on the Syndication Date, provided that after the delivery of the Information Memorandum and/or any Report to the Facility Agent for distribution to the prospective Lenders but before the date falling no less than five Business Days prior to the Syndication Date, the Company may make specific written disclosures in reasonable detail to the Facility Agent against the representation and warranties in Clause 25.13 (No misleading information) and Clause 25.15 (Reports) and such Clauses will then be deemed to be qualified by those written disclosures.

(d) The Repeating Representations are deemed to be made by each Obligor:

(i) on the date of each Utilisation Request;

(ii) on each Utilisation Date;

(iii) on the first day of each Interest Period; and

(iv) in the case of paragraphs (a) to (e) of Clause 25.14 (Original Financial Statements), the representations will cease to be so repeated once subsequent financial statements have been delivered under this Agreement.

(e) All the representations and warranties in this Clause 25 except Clause 25.10 (No filing or stamp taxes), Clause 25.13 (No misleading information), paragraph (c) of Clause 25.26 (Structure Memorandum and Group Structure Chart) and Clause 25.38 (Holding Companies) are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.

(f) Each representation or warranty deemed to be made after the Signing Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

26. INFORMATION UNDERTAKINGS

The undertakings in this Clause 26 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Agreement:

“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 26.2 (Financial statements).

“Audited Financial Year” means the accounting period ending on an Accounting Reference Date.

“Monthly Financial Statements” means the financial statements delivered pursuant to paragraph (d) of Clause 26.2 (Financial statements).

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“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 26.10 (Information: miscellaneous).

26.1 English language

All information provided pursuant to this Clause 26 shall be provided in the English language, with the exception of information provided pursuant to paragraph (a)(ii) of Clause 26.2 (Financial statements) and paragraph (a) of Clause 26.10 (Information: miscellaneous).

26.2 Financial statements

The Company shall supply to the Facility Agent in electronic form:

(a) as soon as practicable after they become available, but in any event:

(i) within 150 days of the end of the first Audited Financial Year following the Closing Date and within 120 days of the end of each of its Audited Financial Years thereafter its audited consolidated financial statements for that Audited Financial Year; and

(ii) within 120 days of the end of each Audited Financial Year, the audited consolidated financial statements of each Obligor for that Audited Financial Year;

(b) the Company’s consolidated financial statements for each Financial Quarter, as soon as they are available but in any event within 75 days after the end of each Financial Quarter until the first anniversary of the Closing Date and within 45 days after the end of each Financial Quarter thereafter;

(c) (until such time as the accounts referred to in paragraph (d) below are provided, in which case such information shall be included in such accounts) monthly sales information of the Group including a report of sales and volume of shipments, by brand, including prior year comparables, in each case as soon as the same are available, but in any event within 45 days after the end of each Month; and

(d) from the first anniversary of the Closing Date, the consolidated management accounts of the Company for each Month, as soon as they are available, but in any event within 45 days after the end of each Month provided that the Company shall use reasonable commercial endeavours to provide such consolidated management accounts of the Company from the date falling 9 Months after the Closing Date.

26.3 Provision and contents of Compliance Certificate

(a) The Company shall supply a Compliance Certificate to the Facility Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.

(b) The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 27 (Financial Covenants).

(c) Each Compliance Certificate shall be signed by an Authorised Signatory of the Company or the chief financial officer of the Company and, if required to be delivered with the consolidated Annual Financial Statements of the Company, shall be reported on by the Company’s Auditors in such form and with such content as the Auditors may reasonably be prepared to give.

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26.4 Requirements as to financial statements

(a) The Company shall procure that each set of Annual Financial Statements and Quarterly Financial Statements and Monthly Financial Statements includes a balance sheet, profit and loss account and cashflow statement in reasonable detail. In addition, the Company shall procure that:

(i) each set of Annual Financial Statements to be delivered pursuant to paragraphs (a)(i) and (ii) of Clause 26.2 (Financial Statements) shall be audited by the Auditors; and

(ii) each set of Annual Financial Statements and Quarterly Financial Statements is accompanied by a statement by the chief financial officer of the Group commenting on the performance of the Group for the period to which the financial statements relate and the Financial Year to date and any material developments affecting the Group or its business.

(b) Each set of financial statements delivered pursuant to Clause 26.2 (Financial statements) (other than paragraphs (c) and (d) thereof):

(i) shall be certified by an Authorised Signatory of the relevant company or the chief financial officer of the Group as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors and accompanying those consolidated Annual Financial Statements;

(ii) in the case of the Quarterly Financial Statements and the Annual Financial Statements delivered at any time following the first anniversary of the Funding Date, shall be accompanied by a statement by the chief financial officer comparing actual performance, for the period to which the financial statements relate, to:

(A) the projected performance for that period set out in the Budget; and

(B) the actual performance for the corresponding period in the preceding Financial Year of the Group;

(iii) in the case of the Quarterly Financial Statements, a statement setting out the ratio of Overdue Receivables to Total Receivables;

(iv) in the case of financial statements delivered pursuant to paragraphs (a)(i) and (b) of Clause 26.2 (Financial Statements) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied:

(A) in the case of the Company, in the preparation of the Base Case Model; and

(B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor;

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(v) in the case of financial statements delivered pursuant to (a)(i) and (b) of Clause 26.2 (Financial Statements) shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Base Case Model and the Original Financial Statements, unless, in relation to any set of financial statements, the Company notifies the Facility Agent that there has been a material change in the Accounting Principles or the accounting practices and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver (in the case of the Annual Financial Statements) and its chief financial officer delivers (in respect of the Quarterly Financial Statements) to the Facility Agent:

(A) a description of any change necessary for those financial statements to substantially reflect the Accounting Principles or accounting practices upon which the Base Case Model or, as the case may be, that Obligor’s Original Financial Statements was prepared; and

(B) sufficient information (in form and substance reasonably required by the Facility Agent and reasonably agreed by the Auditors) to enable the Lenders to determine whether Clause 27 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, to determine the amount of any prepayments to be made from Excess Cashflow under Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow) and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Company) or that Obligor’s Original Financial Statement (in the case of an Obligor).

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model or, as the case may be, the Original Financial Statements were prepared.

(c) If the Facility Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Facility Agent may notify the Company, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Company must (subject, if applicable, to the Facility Agent agreeing an engagement letter satisfactory to the Auditors) ensure that the Auditors are authorised (at the expense of the Company but only if investigations or reports substantiate the existence of a Default):

(i) to discuss the financial position of each member of the Group with the Facility Agent on request from the Facility Agent; and

(ii) to disclose to the Facility Agent for the Finance Parties any information which the Facility Agent may reasonably request,

and, without prejudice to the Facility Agent’s rights under this paragraph (c), a representative of the Company shall be entitled (but shall not be required) to attend any such discussions.

26.5 Budget

(a) The Company shall supply to the Facility Agent electronic form, as soon as the same become available but in any event no later than 30 days after the start of each subsequent Financial Year, an annual Budget on a consolidated basis for the Group for that Financial Year.

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(b) The Company shall ensure that each Budget:

(i) is in reasonable detail and includes a projected consolidated profit and loss, balance sheet and cashflow statement for the Group and projected financial covenant calculations;

(ii) is prepared in accordance with the Accounting Principles and the accounting practices and financial reference periods applied to financial statements under Clause 26.2 (Financial statements); and

(iii) has been approved by the board of directors of the Company.

(c) If the Company updates or changes the Budget to any material extent, it shall promptly deliver to the Facility Agent, electronic form, such updated or changed Budget together with a written explanation of the main changes to that Budget.

26.6 Group companies

The Company shall at the same time as it supplies to the Facility Agent the Financial Statements referred to in paragraph (a)(i) of Clause 26.2 (Financial statements), provide a certificate signed by its Auditors (subject, if applicable, to the Facility Agent agreeing to an engagement letter satisfactory to the Auditors) stating which of its Subsidiaries are Material Subsidiaries and confirming whether the aggregate gross assets, aggregate revenue or aggregate EBITDA (as defined in Clause 27 (Financial Covenants)) of the Obligors and On-Loan Obligors (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) will exceed 85 per cent. of the aggregate gross assets, aggregate revenue and aggregate EBITDA (as defined in Clause 27 (Financial Covenants)), respectively, of the Group.

26.7 Presentations

Once in every Financial Year, at the written request of the Facility Agent, the Company shall procure that at least one director of the Group and the chief financial officer of the must give a presentation to the Finance Parties about the ongoing business and financial performance of the Group on a date and at a venue to be agreed with the Facility Agent.

26.8 Auditors

As at the Signing Date, the Company has (or will within 20 Business Days of the Closing Date) appointed an Approved Accounting Firm as auditors in respect of the consolidated accounts of the Company and the Group. The Company undertakes that it shall at all times have duly appointed auditors in respect of the consolidated accounts of the Company and the Group.

26.9 Year-end

(a) Other than pursuant to paragraph (c) below, the Company shall not change its Accounting Reference Date and shall procure that the Audited Financial Year end of each member of the Group falls on the Accounting Reference Date.

(b) The Company shall procure that each quarterly accounting period and each Financial Quarter of each member of the Group ends on a Quarter Date.

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(c) The Company may change its Audited Financial Year once during the lifetime of the Facilities in connection with any initial public offering subject to:

(i) the provision of appropriate reconciliation of accounts and Budgets;

(ii) the auditors of the Target Group being an Approved Accounting Firm; and

(iii) the Company procuring that each member of the Group maintains the same Audited Financial Year end.

26.10 Information: miscellaneous

The Company shall supply to the Facility Agent (in electronic form):

(a) as soon as reasonably practicable after the time of issue thereof by any member of the Group, (i) every report, circular, notice, request for consent or like document issued to its shareholders which it is required to issue by applicable law or regulation (including any so required because of an action contemplated by such member of the Group), (ii) every notice or request for consent issued to its creditors generally (or any class of them) and (iii) every notice (and any information provided in relation thereto) convening a meeting of the shareholders (or any class of shareholders) of any member of the Group;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group (including Environmental Claims) and which are reasonably likely to be adversely determined and which, if adversely determined, would have a Material Adverse Effect;

(c) as soon as reasonably practicable after becoming aware of the relevant claim, details of any material disposal, or insurance claim or claim or breach under a Report which will require a prepayment under Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow); and

(d) as soon as reasonably practicable, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents; and

(e) as soon as reasonably practicable after request, a list of the Material Subsidiaries or such further information in connection therewith that any Finance Party through the Facility Agent may reasonably request.

26.11 Notification of default

Each Obligor:

(a) shall notify the Facility Agent of any Default and the steps, if any, being taken to remedy it promptly upon becoming actually aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor); and

(b) without prejudice to paragraph (a) above, if any Finance Party reasonably suspects that any facts or circumstances exist or have occurred which constitute a Default, on notification by such Finance Party of such facts or circumstances, supply to the Facility Agent a certificate confirming that no such fact or circumstance exists which

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constitutes a Default or, if such facts and/or circumstances exist or have occurred and constitute a Default, the nature of such Default and the steps, if any, being taken to remedy it.

26.12 Syndication

The Company shall, and will procure that all members of the Group after the Signing Date shall, provide reasonable assistance to the Mandated Lead Arrangers in the preparation of the Information Memorandum and using reasonable efforts to ensure that the primary syndication of the Facilities benefits from Lion’s existing lending relationships and those (following the Signing Date) of the Group (including, without limitation, by making a maximum of two Senior Management of the Group available for the purpose of making presentations to proposed new Lenders at mutually agreeable times and venues including, without limitation, one such meeting in Moscow) and will comply with all reasonable requests for information from potential syndicate members prior to completion of syndication, such requests being reasonable in nature, number and the timeframe for their fulfilment.

26.13 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signing Date;

(ii) any change in the status of an Obligor or On-Loan Obligor or the composition of the shareholders of an Obligor or On-Loan Obligor after the Signing Date; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Facility Agent, the Security Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures as required by law or any regulatory authority in circumstances where the necessary information is not already available to the Facility Agent, each Obligor or On-Loan Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested (having regard to the legal requirements applicable to the relevant financial institution) by the Facility Agent (for itself or on behalf of the Security Agent or any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agent, the Security Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied (acting reasonably) with the results of all necessary “know your customer” or other checks in relation to any relevant person pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Facility Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) or the Security Agent in order for the Facility Agent or the Security Agent to carry out and be satisfied (acting reasonably) with the results of all necessary “know your customer” or other checks on Lenders or prospective new Lenders pursuant to the transactions contemplated in the Finance Documents.

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(c) The Company shall, by not less than 10 Business Days’ prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders and the Security Agent) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 31 (Changes to the Obligors), Clause 8 (Additional Obligors) of the Deed of Guarantee and Covenants and/or Clause 21 (Changes to the Obligors) of the On-Loan Facility Agreement.

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Facility Agent, the Security Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information has not already been provided to the Mandated Lead Arrangers or the Facility Agent, the Security Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender), the Security Agent in order for the Facility Agent, the Security Agent or such Lender or any prospective new Lender to carry out and be satisfied (acting reasonably) it has complied with all necessary “know your customer” or other checks in relation to any relevant member of the Group which accedes to this Agreement as an Additional Guarantor, to the Deed of Guarantee and Covenants as a Group Guarantor (as defined therein) or to the On-Loan Facility Agreement as an On-Loan Obligor.

27. FINANCIAL COVENANTS

27.1 Financial definitions

In this Agreement:

“Acquisition and Disposal Adjustment” means, for any Relevant Period:

(a) an adjustment such that there shall be included in determining Consolidated EBITDA for any Relevant Period (including for the purpose of calculating the portion thereof occurring prior to the relevant acquisition):

(i) the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) for the period; and

(ii) the full-year effect of any synergies reasonably estimated and supported by a report of the chief financial officer of the Group setting out in reasonable detail computations confirming that:

(A) the basis of presentation of such synergies is consistent with the Accounting Principles;

(B) the synergies themselves have been calculated correctly; and

(C) the assumptions underlying such synergies have been accurately extracted from the relevant financial statements of the Target Group,

such report to be in form and substance acceptable to the Facility Agent, acting reasonably,

in each case of any person, property, business, Intellectual Property or material fixed asset acquired in accordance with the provisions of this Facility and not subsequently

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sold, transferred or otherwise disposed of by any member of the Group during such period (each such person, property, business or asset acquired and not subsequently disposed of an “Acquired Entity or Business”); and

(b) there shall be excluded in determining Consolidated EBITDA for any period the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) of any person, property, business, Intellectual Property or material fixed asset sold, transferred or otherwise disposed of by any member of the Group during such period (including the portion thereof occurring prior to such sale, transfer, disposition or conversion) (each such person, property, business or asset so sold or disposed of, a “Sold Entity or Business”); and

(c) Consolidated Total Net Finance Charge and Consolidated Debt Service will be adjusted to reflect the assumption or repayment of Borrowings relating to any Acquired Entity or Business or Sold Entity or Business.

“Borrowings” means, at any time, the aggregate outstanding principal, capital or nominal amount of any indebtedness of members of the Group for or in respect of:

(a) moneys borrowed and debit balances at banks or other financial institutions;

(b) any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);

(c) any note purchase facility or the issue of bonds (other than performance bonds not in respect of or supporting Borrowings), notes, debentures, loan stock or any similar instrument;

(d) the amount of any capitalised principal liability in respect of Finance Leases;

(e) receivables sold or discounted other than any receivables to the extent they are sold on a non-recourse basis and meet any requirements for de-recognition under the Accounting Principles;

(f) any Debt Principal Treasury Transaction (and, when calculating the value of that Debt Principal Treasury Transaction, only the marked-to-market value as at the relevant date on which Borrowings are calculated (and/or, if any actual amount is due as a result of the termination or close-out of that Debt Principal Treasury Transaction, that amount) shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (other than guarantees given to the relevant tax authority in respect of excise taxes, export duties or other such taxes, charges, duties or imposts payable by any member of the Group in the ordinary course of trading);

(h) any amount raised by the issue of redeemable shares to the extent such shares are redeemable (other than at the option of the issuer) during the term of this Agreement or are otherwise classified as borrowings under the Accounting Principles except where such redemption amounts are payable to a member of the Group;

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(i) any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question (for the avoidance of doubt, this paragraph (i) does not include:

(i) liability to Capital Expenditure creditors;

(ii) current trading liabilities;

(iii) accrued expenses in the ordinary course of trading; and

(iv) any staged payment arrangements,

where in each case the raising of finance or the raising of finance for acquisition or construction of the asset or service in question is not one of the primary reasons behind entering into the agreement or agreements under which such liability arises);

(j) the amount of any liability under an agreement in respect of the supply of assets or services where payment is due more than 180 days after the date of supply, or is more than 180 days past due;

(k) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles (excluding, for the avoidance of doubt, any operating leases to the extent classified as such under the Accounting Principles); and

(l) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above,

other than in respect of any non-cash pay Investor Debt.

“Capital Expenditure” means any expenditure or obligation in respect of expenditure which, in accordance with the Accounting Principles, is treated as payments for property, equipment, property under construction and investments within the cashflow statements of the Group. For the avoidance of doubt, any expenditure for the Acquisitions, a Permitted Acquisition or Permitted Joint Venture shall not constitute Capital Expenditure for the purposes of this definition.

“Cash” has the meaning set out in Clause 1.1 (Definitions).

“Cash Equivalent Investments” has the meaning set out in Clause 1.1 (Definitions).

“Consolidated Cashflow” means, in respect of the Group and any Relevant Period, Consolidated EBITDA for that Relevant Period after:

(a) adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Relevant Period (other than any such increase which is funded from the proceeds of the ACR Financing Loans or Uncommitted ACR Facility Loans available for this purpose);

(b) adding the amount of any cash receipts (and deducting the amount of any cash payments) during that Relevant Period in respect of any Exceptional Items or ordinary items not already taken account of in calculating Consolidated EBITDA for any Relevant Period;

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(c) adding the amount of any cash receipts during that Relevant Period in respect of any Tax rebates or credits and deducting the amount actually paid in respect of Taxes during that Relevant Period by any member of the Group (in each case, other than in respect of VAT, Taxes on real estate, excise Taxes, export Taxes and payroll Taxes);

(d) adding (to the extent not already taken into account in determining Consolidated EBITDA) the amount of any dividends or other profit distributions received in cash by any member of the Group during that Relevant Period from any entity which is itself not a member of the Group and deducting (to the extent not already deducted in determining Consolidated EBITDA) the amount of any dividends paid in cash by members of the Group during the Relevant Period to any minority shareholder in members of the Group which is itself not a member of the Group;

(e) adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not Current Assets or Current Liabilities) and deducting the amount of any non-cash credits (which are not Current Assets or Current Liabilities) in each case to the extent taken into account in establishing Consolidated EBITDA;

(f) deducting the amount of any Capital Expenditure unless funded from the proceeds of ACR Financing Loans or Uncommitted ACR Facility Loans available for this purpose;

(g) adding any Permitted Carry Forward Amount to the extent used to fund any Capital Expenditure;

(h) adding the amount of proceeds received from disposals of fixed assets and Intellectual Property;

(i) deducting the amount of any cash costs of Pension Items during that Relevant Period to the extent not taken into account and adding back any non-cash pension charges captured in establishing Consolidated EBITDA; and

(j) to the extent not included in establishing Consolidated EBITDA, adding any realised gains and deducting any realised losses (in each case realised in cash; for the avoidance of doubt and by way of example, if the cost basis for a financial instrument is 100 and it is disposed of for net cash proceeds of 10, the realised loss in cash is 90) on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis),

and so that no amount shall be added (or deducted) more than once and there shall be excluded the effect of all cash movements associated with the Acquisitions and the Acquisition Costs.

“Consolidated Debt Service” means, in respect of any Relevant Period, the aggregate of:

(a) Consolidated Total Net Finance Charges for that Relevant Period;

(b) the aggregate of all scheduled and mandatory repayments of Borrowings falling due during that Relevant Period but excluding:

(i) any amounts falling due under any overdraft or revolving facility (including, without limitation, the Revolving Facility and any Ancillary Facility) and which were available for simultaneous redrawing according to the terms of that facility;

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(ii) any mandatory prepayment made pursuant to the terms of this Agreement;

(iii) any such obligations owed to any member of the Group; and

(c) the amount of the capital element of any payments in respect of that Relevant Period payable under any Finance Lease entered into by any member of the Group but excluding any such obligations owed to any member of the Group,

and so that no amount shall be included more than once.

“Consolidated EBITDA” means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results from discontinued operations):

(a) before deducting any Finance Charges;

(b) not including any accrued interest owing to any member of the Group;

(c) before taking into account any Exceptional Items (including without limitation any Flotation Proceeds);

(d) before deducting any Acquisition Costs;

(e) after deducting the amount of any profit or adding back any loss of any Non-Group Entity to the extent that the amount of the profit or the loss included in the financial statements of the Group exceeds the amount actually received in cash by members of the Group through distributions by the Non-Group Entity;

(f) before taking into account any unrealised gains or losses on any Treasury Transaction or any gains or losses on any Debt Principal Treasury Transaction or Interest Payment Treasury Transaction;

(g) plus any loss and minus any gain attributable to the translation of foreign currency loans to the extent they have otherwise been taken into account in determining consolidated operating profit;

(h) before taking into account any gain or loss arising from an upward or downward revaluation of any asset or on the disposal of an asset;

(i) before taking into account any Pension Items; and

(j) before taking into account any Permitted Payments paid during the Relevant Period,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation and after adding back any amount attributable to the amortisation or depreciation of assets of members of the Group (each as defined by reference to the consolidated audited financial statements of the Group) and after making the Acquisition and Disposal Adjustment.

“Consolidated Total Net Debt” means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time but:

(a) excluding any such obligations to any other member of the Group;

(b) excluding Borrowings under any non-cash pay Investor Debt; and

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(c) deducting the aggregate amount of Cash and Cash Equivalent Investments held by any member of the Group at that time,

and so that no amount shall be included or excluded more than once.

“Consolidated Total Net Finance Charges” means, for any Relevant Period, the Finance Charges for that Relevant Period after deducting any interest paid or payable in that Relevant Period to any member of the Group on any Cash or Cash Equivalent Investment and excluding any non-cash element of interest on any Investor Debt.

“Current Assets” means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each member of the Group including prepayments in relation to operating items and sundry debtors (but excluding Cash and Cash Equivalent Investments) maturing within 12 months from the date of computation but excluding amounts in respect of:

(a) receivables in relation to Tax (other than VAT, Taxes on real estate, excise Taxes and export Taxes and payroll Taxes);

(b) Exceptional Items and other non-operating items;

(c) insurance claims; and

(d) any interest owing to any member of the Group.

“Current Liabilities” means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each member of the Group falling due within 12 months from the date of computation but excluding amounts in respect of:

(a) liabilities for Borrowings and Finance Charges;

(b) liabilities for Tax (other than VAT, Taxes on real estate, excise Taxes, export Taxes and payroll Taxes);

(c) Exceptional Items and other non-operating items;

(d) insurance claims;

(e) amounts owed to the Vendor in connection with the Acquisitions; and

(f) liabilities for Capital Expenditure, to the extent included in paragraph (f) of the definition of “Consolidated Cashflow”.

“EBITDA” means, in respect of a member of the Group, for any period for which it is being calculated, its Consolidated EBITDA measured as if references in the definition thereof to “Group” were to that member of the Group and its Subsidiaries (if any) only.

“Exceptional Items” means any exceptional, one-off, non-recurring or extraordinary items.

“Excess Cashflow” means, for any period for which it is being calculated, Consolidated Cashflow for that period less (except to the extent already deducted in calculating Consolidated Cashflow):

(a) Consolidated Debt Service for that period;

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(b) the amount of any prepayments made under the Finance Documents during that period;

(c) any Permitted Carry Forward Amount; and

(d) the amount of any proceeds received from disposals of fixed assets or Intellectual Property during that period.

“Finance Charges” means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, charges and other finance payments in respect of Borrowings whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that Relevant Period:

(a) including any upfront fees or costs (but excluding any upfront fees or costs funded on the Closing Date or the Funding Date);

(b) including the interest (but not the capital) element of payments in respect of Finance Leases;

(c) including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any member of the Group under any interest rate hedging arrangement;

(d) excluding any Acquisition Costs;

(e) taking into account any realised and unrealised gains or losses on any Interest Payment Treasury Transaction, but taking no account of any unrealised gains or losses on any other financial instruments;

(f) excluding any capitalised interest in respect of any Investor Debt; and

(g) excluding any principal repayments on prepayments,

provided that no amount shall be added (or deducted) more than once.

“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

“Financial Year” means the annual accounting period of the Group ending on or about the Accounting Reference Date in each year.

“Fixed Charge Coverage Ratio” means the ratio of Consolidated Cashflow to Consolidated Debt Service in respect of any Relevant Period.

“Interest Coverage Ratio” means the ratio of Consolidated EBITDA to Consolidated Total Net Finance Charges in respect of any Relevant Period.

“Investor Debt” means all liabilities of any Obligor to any Investor (or any of its Affiliates) including (without limitation):

(a) under or in connection with the Equity Documents; or

(b) in respect of Advisory Fees and Monitoring Fees; or

(c) in respect of Shareholder Loans and the Loan Notes.

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“Non-Group Entity” means any investment or entity (which is not itself a member of the Group (including associates and Joint Ventures)) in which any member of the Group has an ownership interest.

“Pension Items” means any income or charge attributable to a post-employment benefit scheme other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme.

“Permitted Carry Forward Amount” has the meaning given to it in Clause 27.2 (Financial condition).

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

“Relevant Period” means a period of 12 months ending on or about the last day of a Financial Quarter provided that, in respect of the Fixed Charge Coverage Ratio, the first Relevant Period shall be the period from the Closing Date to 31 March 2009 and the second Relevant Period shall be the period from the Closing Date to 30 June 2009.

“Retained Excess Cash” means in each Financial Year, the amount of Excess Cash Flow remaining after the application of paragraph (c) of Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow).

“Tax” has the meaning set out in Clause 1.1 (Definitions).

“Total Leverage” means, in respect of any Relevant Period, the ratio of Consolidated Total Net Debt on the last day of that Relevant Period to Consolidated EBITDA in respect of that Relevant Period.

“Unused Amount” has the meaning given to it in Clause 27.2 (Financial condition).

“Working Capital” means, on any date, Current Assets less Current Liabilities.

27.2 Financial condition

The Company shall ensure that:

(a) Total Leverage: Total Leverage in respect of any Relevant Period specified in column 1 below shall not exceed the ratio set out in column 2 below opposite that Relevant Period.

Column 1 Relevant Period expiring	Column 2 Ratio
31 March 2009	3.80:1
30 June 2009	3.20:1
30 September 2009	3.65:1
31 December 2009	4.45:1
31 March 2010	3.15:1
30 June 2010	2.50:1

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Column 1 Relevant Period expiring	Column 2 Ratio
30 September 2010	2.85:1
31 December 2010	3.65:1
31 March 2011	2.35:1
30 June 2011	1.70:1
30 September 2011	1.95:1
31 December 2011	2.65:1
31 March 2012	1.45:1
30 June 2012	0.80:1
30 September 2012	0.90:1
31 December 2012	1.40:1
Each Quarter Date thereafter:	1.00:1

(b) Interest Coverage Ratio: The Interest Coverage Ratio in respect of any Relevant Period specified in column 1 below shall not be less than the ratio set out in column 2 below opposite that Relevant Period.

Column 1 Relevant Period expiring	Column 2 Ratio
31 March 2009	2.30:1
30 June 2009	2.35:1
30 September 2009	2.35:1
31 December 2009	2.45:1
31 March 2010	2.50:1
30 June 2010	2.60:1
30 September 2010	2.65:1
31 December 2010	2.85:1
31 March 2011	2.95:1
30 June 2011	3.05:1
30 September 2011	3.20:1

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Column 1 Relevant Period expiring	Column 2 Ratio
31 December 2011	3.40:1
31 March 2012	3.65:1
30 June 2012	3.90:1
30 September 2012	4.25:1
31 December 2012	4.70:1
Each Quarter Date thereafter	5.00:1

(c) Fixed Charge Coverage Ratio: The Fixed Charge Coverage Ratio in respect of each Relevant Period will not be less than 1.00:1.

(d) Capital Expenditure: The aggregate Capital Expenditure of the Group in respect of any Financial Year specified in column 1 below shall not exceed the amount set out in column 2 below opposite that Financial Year.

Column 1 Financial Year	Column 2 Maximum Expenditure
ending 31 December 2008	30,650,000
ending 31 December 2009	21,250,000
ending 31 December 2010	18,750,000
ending 31 December 2011	18,750,000
ending 31 December 2012	18,750,000
ending 31 December 2013	18,750,000
ending 31 December 2014	18,750,000
ending 31 December 2015	18,750,000
ending 31 December 2016	18,750,000

provided that:

(i) if in any Financial Year (the “Original Financial Year”) the amount of the actual Capital Expenditure during that Original Financial Year is less than the maximum amount permitted for that Original Financial Year (the difference being referred to below as the “Unused Amount”), then the maximum expenditure amount set out in column 2 above for the immediately following Financial Year (the “Carry Forward Year”) shall be increased by an amount (the “Permitted Carry Forward Amount”) equal to 100 per cent. of the Unused Amount. For the avoidance of doubt, the Permitted Carry Forward Amount shall apply in the Carry Forward Year only and shall not apply in any subsequent Financial Years; and

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(ii) in any Carry Forward Year, the original amount specified in column 2 above shall be treated as having been incurred prior to any Permitted Carry Forward Amount carried forward into that Carry Forward Year.

27.3 Financial testing

(a) The financial covenants set out in Clause 27.2 (Financial condition) shall be calculated in accordance with the Accounting Principles and tested by reference to each of the consolidated financial statements of the Group delivered pursuant to Clause 26.2 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 26.3 (Provision and contents of Compliance Certificate). The first test in respect of the financial covenant in paragraphs (a) and (b) of Clause 27.2 (Financial condition) shall be for the Financial Quarter ending 31 March 2009 and the first test in respect of the financial covenant in paragraph (c) of Clause 27.2 (Financial condition) shall be for the period from the Closing Date to 31 March 2009.

(b) For the purposes of calculating Consolidated Total Net Finance Charges for each of the Relevant Periods ending on a date which is less than 12 Months after the Closing Date, Consolidated Total Net Finance Charges shall be calculated by reference to the actual amount of Consolidated Total Net Finance Charges as disclosed in the financial statements and/or Compliance Certificates for the period from the Closing Date to the relevant Quarter Date at the end of such Relevant Period divided by the number of days from the Closing Date to such Quarter Date and multiplied by 365.

28. GENERAL UNDERTAKINGS

The undertakings in this Clause 28 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Authorisations and compliance with laws

28.1 Authorisations

(a) Each Obligor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply, following written request by the Facility Agent, certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(A) enable it or any On-Loan Obligor to perform its obligations under the Finance Documents;

(B) ensure, subject to the Legal Reservations, the legality, validity, enforceability or admissibility in evidence of any Finance Document or Acquisition Document; and

(C) carry on its business or the business of any On-Loan Obligor where failure to do so has or would have a Material Adverse Effect.

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(b) Subject to the Agreed Security Principles, the Company shall ensure that all filings and registrations are made promptly and in any event before the final date on which it is necessary to carry out any such filing or registration in order to achieve the relevant perfection, protection or priority of any Finance Document.

28.2 Compliance with laws

Each Obligor shall (and the Company shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject (including without limitation the US Foreign Corrupt Practices Act of 1977, as amended) to the extent that failure so to comply has or would have a Material Adverse Effect.

28.3 Environmental compliance

Each Obligor shall (and the Company shall ensure that each member of the Group will):

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

to the extent that failure to do so has or would have a Material Adverse Effect.

28.4 Environmental claims

Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which would be reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or would have a Material Adverse Effect.

28.5 Litigation

Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a) any litigation, arbitration or other judicial proceeding (other than an Environmental Claim) against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which would be reasonably likely to result in any litigation, arbitration or other judicial proceeding (other than an Environmental Claim) being commenced or threatened against any member of the Group,

where any such proceeding, if determined against that member of the Group, has or would have a Material Adverse Effect.

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28.6 Taxation

(a) Each Obligor shall (and the Company shall ensure that each member of the Group will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed (including any applicable grace period) without incurring material penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 26.2 (Financial statements); and

(iii) failure to pay those Taxes does not have a Material Adverse Effect.

(b) No member of the Group may knowingly change its residence for Tax purposes.

Restrictions on business focus

28.7 Merger and Demerger

No Obligor shall (and the Company shall ensure that no other member of the Group will) enter into any Reorganisation other than a Permitted Reorganisation.

28.8 Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Group taken as a whole from that carried on by the Target Group at the Signing Date.

28.9 Acquisitions

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will):

(i) acquire a company or any shares or securities or other ownership interests or a business or undertaking (or, in each case, any interest in any of them) or make any capital contribution to any person (or agree to do any of the foregoing); or

(ii) incorporate a company.

(b) Paragraph (a) above does not apply to an acquisition of an company, or shares, securities (or, in each case, any interest in any of them) or the incorporation of a company which is:

(i) a Permitted Acquisition; or

(ii) a Joint Venture Investment permitted under Clause 28.10 (Joint ventures).

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28.10 Joint ventures

(a) Except as provided in paragraph (b) below, no Obligor shall (and the Company shall ensure that no member of the Group will):

(i) enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

(ii) transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

(b) Subject to the conditions set out in paragraph (c) below, paragraph (a) above does not apply to any investment in any joint venture (a “Permitted Joint Venture”) where:

(i) the Joint Venture carries on similar business or is a business similar to one currently undertaken by a member of the Group; and

(ii) the Joint Venture is a limited liability company or the investment is made through a special purpose company which is itself a limited liability company.

(c) The conditions referred to in paragraph (b) above are that the aggregate amount of the Joint Venture Investments (as defined below) does not exceed:

(i) $7,500,000 in any annual Financial Year, and

(ii) $25,000,000 during the life of the Facilities,

and the relevant Obligor(s) has or have ownership and control of at least 50% of the Joint Venture.

(d) The “Joint Venture Investment” the purpose of paragraph (c) above means, in relation to any Joint Venture, the aggregate of the:

(i) amount subscribed for shares in or used to acquire an interest in, lent to, or otherwise invested in that Joint Venture by any member of the Group;

(ii) actual or contingent liability of any member of the Group in respect of the liabilities, of or otherwise arising directly out of its interest in, that Joint Venture;

(iii) fair market value of any asset disposed of to the Permitted Joint Venture pursuant to paragraph (g) of the definition of “Permitted Disposal”; and

(iv) maximum contingent liability under any Permitted Guarantee pursuant to paragraph (f) of the definition of “Permitted Guarantee”,

for the purposes of this paragraph (d):

(A) a loan to a Joint Venture which constitutes a Joint Venture Investment under paragraph (c) above to the extent subsequently repaid shall be deemed not to have been made; and

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(B) a loan to a Joint Venture made to fund a dividend by that Joint Venture shall be deemed not to have been made to the extent that such dividend is promptly paid to the members of the Group making that loan.

28.11 Holding Company

(a) Neither the Company nor the Senior Borrower shall trade, carry on any business, own any assets or incur any liabilities except for:

(i) the provision of administrative services (excluding treasury services except as required by Clause 28.33 (Cash management)) to other members of the Group of a type customarily provided by a holding company to its Subsidiaries;

(ii) ownership of shares in, and loans due from, its Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares, credit balances, cash and Cash Equivalent Investments are subject to the Transaction Security;

(iii) any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company;

(iv) its rights under any of the Transaction Documents to which it is a party and its claims against any provider of a Report;

(v) any liabilities in respect of Acquisition Costs;

(vi) liabilities in respect of Advisory Fees and Monitoring Fees; and

(vii) any Permitted Loans to the extent necessary to make Permitted Payments.

28.12 Senior Borrower

(a) The Senior Borrower must:

(i) maintain its own books, records, financial statements and accounts in each case that are separate and apart from the books, records, financial statements and accounts for any other entity and maintain adequate capital in light of its contemplated business operations;

(ii) hold regular meetings, as appropriate, to conduct its business and observe all required corporate formalities and record keeping;

(iii) hold itself out as being a legal entity, separate and apart from any other entity and conduct its business and hold its assets in its own name and use separate stationery, invoice and cheques;

(iv) pay its obligations and expenses from its own funds and allocate and charge reasonably and fairly any overhead shared with affiliates and maintain an arm’s length relationship with its Affiliates; and

(v) correct any known misunderstandings regarding its separate identity.

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(b) The Senior Borrower must not commingle its assets or funds with those of any other entity.

(c) The Senior Borrower may not have any assets or liabilities in the United States of America and, without limiting the generality of the foregoing, may not have any bank, brokerage or other accounts with any person in the United States of America.

28.13 Preservation of assets

Each Obligor shall (and the Company shall ensure that each Material Company will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business where failure to do so has or would have a Material Adverse Effect.

Restrictions on dealing with assets and Security

28.14 Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party or Hedging Counterparty against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

28.15 Negative pledge

In this Clause 28.15, “Quasi-Security” means a transaction described in paragraph (b) below.

Except as permitted under paragraph (c) below:

(a) No Obligor shall (and shall ensure that none of its Subsidiaries will) create or permit to subsist any Security over any of its assets.

(b) No Obligor shall (and shall ensure that none of its Subsidiaries will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is Permitted Security.

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28.16 Disposals

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including, without limitation, any receivable).

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal or which is a Permitted Receivables Financing.

28.17 Arm’s length basis

(a) Except as permitted by paragraph (b) below, no Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will) enter into any transaction with any person except on arm’s length terms.

(b) The following transactions shall not be a breach of this Clause 28.17:

(i) intra-Group loans permitted under Clause 28.18 (Loans or credit);

(ii) any Permitted Payments;

(iii) any Investor Debt; and

(iv) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Facility Agent under Clause 4.1 (Initial conditions precedent) or included in the Funds Flow Statement or as may otherwise be agreed by the Facility Agent (acting reasonably).

Restrictions on movement of cash – cash out

28.18 Loans or credit

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no member of the Group will) be a creditor in respect of any Financial Indebtedness.

(b) Paragraph (a) above does not apply to a Permitted Loan, Permitted Payment or Permitted Guarantee.

28.19 No Guarantees or indemnities

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b) Paragraph (a) does not apply to a guarantee which is a Permitted Guarantee.

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28.20 Dividends and share redemption

Until the Facilities are repaid in full, the Company shall not (and will ensure that no other member of the Group will):

(a) declare, make or pay directly or indirectly any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) (together, a “Dividend”);

(b) repay or distribute any Dividend or share premium reserve;

(c) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Company; or

(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so (other than to repay or service to the extent necessary, the Facilities).

28.21 Investor Debt

Except as permitted under the Intercreditor Deed, the Company shall not (and will ensure that no other member of the Group will):

(a) repay or prepay any principal amount (or capitalised interest) outstanding under any loan facility or other financial arrangement which is (or is expressed in the Intercreditor Deed to be) subordinated in right of payment to any Loan;

(b) pay any interest, fee or charge accrued or due under the Loan Note Instrument, any Shareholder Loan or any intercompany loan; or

(c) purchase, redeem, defease or discharge any amount outstanding under any such arrangement.

28.22 Financial Indebtedness

(a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

(b) Paragraph (a) above does not apply to Financial Indebtedness which is Permitted Financial Indebtedness.

Restrictions on movement of cash – cash in

28.23 Share capital

No Obligor shall (and the Company shall ensure that no member of the Group will) issue share capital to any person except pursuant to a Permitted Share Issue or Permitted Transaction.

28.24 On-Loan Finance Documents

(a) No Obligor will amend, vary, novate, supplement, supersede, waive or terminate (or agree to any thereof) any On-Loan Finance Document without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).

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(b) The Senior Borrower will preserve and enforce its rights and pursue any claims and remedies arising under the On-Loan Finance Documents except to the extent consented to by the Facility Agent (acting on the instructions of the Majority Lenders), and while an Event of Default is continuing hereunder, the Original Obligor will take such actions (or omit to take such actions) in relation to the On-Loan Finance Documents as reasonably required by the Facility Agent.

(c) The Senior Borrower will not make any Utilisation hereunder unless the proceeds of such Utilisation are:

(i) to be made available to one or more On-Loan Borrower under the terms of the On-Loan Facility Agreement on the relevant Utilisation Date; or

(ii) to be used for one of the purposes specified in paragraph (a)(i) of Clause 3.1 (Purpose).

Miscellaneous

28.25 Insurance

(a) Each Obligor shall (and shall ensure that each of its Material Subsidiaries will) maintain insurances on and in relation to its business and assets against:

(i) those risks and to the extent (and at levels) as is usual for prudent companies carrying on the same or substantially similar business in Russia; and

(ii) those risks required by applicable law.

(b) All insurances must be with reputable independent insurance companies or underwriters.

(c) Each Obligor shall (and the Company shall ensure that each member of the Group will) promptly pay premiums and do all things necessary to maintain insurances required to be maintained by it pursuant to this Clause 28.25.

28.26 Pensions

(a) The Company shall ensure that all pension schemes operated by or maintained for the benefit of any and/or all members of the Group comply with all material laws and contracts relating to any of its pension schemes where failure so to comply would have a Material Adverse Effect.

(b) The Company shall ensure that all pension schemes operated by or maintained for the benefit of members of the Group and/or any of their employees are maintained and funded to at least the extent required by material local law and regulation that no action or omission is taken by any member of the Group in relation to such a pension scheme which would have a Material Adverse Effect.

(c) The Company shall ensure that, save as required by applicable law, no member of the Group establishes, participates in or operates any defined benefit occupational pension scheme which would have a Material Adverse Effect.

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28.27 Access

If an Event of Default is continuing or the Facility Agent reasonably suspects an Event of Default is continuing or is reasonably likely to occur, each Obligor shall, and the Company shall ensure that each member of the Group will, (not more than once in every Financial Year unless the Facility Agent reasonably suspects an Event of Default is continuing or is reasonably likely to occur) permit the Facility Agent and/or the Security Agent and/or accountants or other professional advisers and contractors of the Facility Agent or Security Agent (the “Investigating Persons”) access during normal business hours on notice at the risk and cost of the Obligor or Company to (a) the premises, assets, books, accounts and records of each member of the Group and (b) meet and discuss matters with senior management of the Company, provided that if no Event of Default is found to be outstanding, the cost of such investigations conducted by the Investigating Persons shall be borne by the Lenders.

28.28 Intellectual Property

(a) Except as permitted under paragraph (b) below, each Obligor shall (and shall ensure that each of its Subsidiaries will):

(i) preserve and maintain the subsistence and validity of the Material Intellectual Property of the relevant member of the Group;

(ii) use reasonable endeavours to prevent any infringement in any material respect of the Material Intellectual Property;

(iii) make registrations and pay all registration fees and taxes necessary to maintain the Material Intellectual Property in full force and effect and record its interest in that Material Intellectual Property;

(iv) subject to paragraphs (i) and (ii) above, not use or permit the Material Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Material Intellectual Property which may materially and adversely affect the existence or value of the Material Intellectual Property or imperil the right of any member of the Group to use such property; and

(v) not discontinue the use of the Material Intellectual Property,

where failure to do so, in the case of paragraphs (i), (ii) and (iii) above, or, in the case of paragraphs (iv) and (v) above, such use, permission to use, omission or discontinuation, would have a Material Adverse Effect.

(b) Nothing in this Agreement shall prohibit any member of the Group from:

(i) licensing its Intellectual Property to other members of the Group on an arm’s length basis or, on non-arm’s length terms in the ordinary course of trading between members of the Group; or

(ii) licensing its Intellectual Property to third parties on an arm’s length basis and on normal commercial terms.

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28.29 Documents

(a) No Obligor shall (and the Company shall ensure that no member of the Group will) amend, vary, novate, supplement, supersede, waive or terminate any term of any Transaction Document or enter into any agreement with any shareholders of the Company or any of their Affiliates which is not a member of the Group to the extent that doing so would have a Material Adverse Effect or would materially adversely affect the interests of the Finance Parties under the Finance Documents.

(b) The Company shall promptly supply to the Facility Agent a copy of any document relating to any of the matters referred to in paragraph (a) above.

28.30 Treasury Transactions

(a) No Obligor shall (and the Company will procure that no members of the Group will) enter into any Treasury Transaction, other than:

(i) the hedging transactions contemplated by the Hedging Letter or Hedging Agreements;

(ii) spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes; and

(iii) any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course of trading activities of a member of the Group and not for speculative purposes.

(b) The Company shall ensure that all currency and interest rate hedging arrangements contemplated by the Hedging Letter are implemented in accordance with the terms of the Hedging Letter and that such arrangements are:

(i) entered into within 90 days of the Signing Date; and

(ii) not terminated, varied or cancelled without the consent of the Facility Agent (acting on the instructions of the Majority Lenders), save (in the case of arrangements documented by the Hedging Agreements) as permitted by the Intercreditor Deed.

28.31 Constitutional Documents

No Obligor will and each Obligor will procure that none of its Subsidiaries will agree to any amendment of its Constitutional Documents that would or could reasonably be expected to have a Material Adverse Effect.

28.32 Anti-money laundering

No Obligor will (and the Company shall ensure that no member of the Group will) fund all or part of any payment under a Finance Document out of proceeds derived from any unlawful activity which would result in any violation of any applicable anti-money laundering law or regulation.

28.33 Cash management

(a) Subject to paragraph (b) below, the Company shall ensure that within 120 days of the Funding Date and at all times thereafter the Cash Balance of the Group is held in

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bank accounts of the Group (other than the Company) with a Finance Party and that such bank accounts are subject to valid Security (in accordance with the Agreed Security Principles) under the Transaction Documents. For the purposes of this Clause 28.33 “Cash Balance” shall mean cash or Cash Equivalent Investments of a member of the Group greater than required for its projected cashflow requirements for the next 180 days.

(b) No Obligor shall be obliged at any time to procure that a Subsidiary transfer any Cash Balance under paragraph (a) above:

(i) at a time when to do so would cause the Obligor or the Subsidiary (despite that person using all reasonable effects to avoid the relevant Tax liability) to incur a material Tax liability;

(ii) if (despite using all reasonable efforts to avoid the breach or result) to do so would breach any applicable law or result in personal liability for the Obligor or the Subsidiary or any of such person’s directors or management; or

(iii) if it involves an amount which is less than $1,000,000 (or its equivalent) for each such Subsidiary.

(c) The Company shall ensure that, to the extent that the aggregate Cash Balance held by members of the Group in bank accounts in Russia exceeds $5,000,000 (or the equivalent in any other currency or currencies) for a period of 20 consecutive Business Days, such excess shall be immediately transferred to an account in the name of the Company or other member of the Group which is (A) with an Acceptable Bank, (B) held outside of Russia and (C) subject to Transaction Security in accordance with the Agreed Security Principles.

28.34 Guarantors

(a) Subject to paragraph (b) below, the Company shall ensure that no later than the date falling 90 days after the Signing Date that (i) all Material Subsidiaries shall be Guarantors or On-Loan Guarantors and (ii) the aggregate revenues, EBITDA and gross assets of the Guarantors and On-Loan Guarantors (in each case calculated on an unconsolidated basis and excluding all intra-group items) exceeds 85 per cent. of consolidated revenues, Consolidated EBITDA or gross assets, respectively, of the Group (the “Guarantor Coverage Test”) such calculations to be made according to the latest audited financial statements of the Company.

(b) If, by reason only of the operation of the Agreed Security Principles, the Company cannot satisfy the requirements of paragraph (a) above, the Company shall supply details satisfactory to the Facility Agent (acting reasonably) of the affected Subsidiary or Subsidiaries resulting in such inability to satisfy such requirement, and the revenues, assets and EBITDA of the affected Subsidiary shall not be included in the revenues, assets and EBITDA of the Group for the purposes of paragraph (a) above.

28.35 Centre of Main Interest

No Obligor shall, without the prior written consent of the Facility Agent, change its Centre of Main Interest.

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28.36 Dormant Subsidiaries

No Obligor shall (and the Company shall ensure that no member of the Group will) cause or permit any member of the Group which is a Dormant Subsidiary to commence trading or cease to satisfy criteria for a Dormant Subsidiary unless such Dormant Subsidiary becomes an Additional Guarantor in accordance with Clause 31.2 (Additional Guarantors).

28.37 Acquisition Agreement

(a) The Company will (and will procure that any other relevant member of the Group will) promptly pay all amounts payable to the Vendors under the Acquisition Agreement as and when they become due (except to the extent that any such amounts are being contested in good faith by a member of the Group and where adequate reserves are made for such payment).

(b) The Company will (and will procure that any other relevant member of the Group will) take all reasonable and practical steps to preserve and enforce its rights (or the rights of any other member of the Group) and pursue any claims and remedies arising under the Acquisition Agreement where the directors of the Company believe (acting reasonably and having regard to all relevant circumstances) that the preservation and enforcement of those rights and pursuit of those claims or remedies is commercially advantageous and appropriate.

28.38 Further assurance

(a) Subject to the Agreed Security Principles, each Obligor shall (and the Company shall procure that each member of the Group will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b) Subject to the Agreed Security Principles, each Obligor shall (and the Company shall procure that each member of the Group shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

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(c) Subject to the Agreed Security Principles, each Obligor must, on acquiring any asset which:

(i) would not be immediately and effectively charged by the then existing Transaction Security Documents; and

(ii) is of a type which is charged by the then existing Transaction Security Documents; or

(iii) is otherwise material to the business of that Obligor,

execute and deliver to the Security Agent such further or additional Transaction Security Documents in relation to such assets as the Facility Agent (on instruction of the Majority Lenders) may reasonably require and in form and substance satisfactory to them (acting reasonably, but on terms no more onerous than the existing Transaction Security Documents).

28.39 Service contracts

(a) The Company must ensure that there is in place in respect of each Obligor and each Material Company qualified management with appropriate skills.

(b) If any of the Senior Management ceases (whether by reason of death, retirement at normal retiring age or through ill health or otherwise) to perform his or her duties (as required under the Service Contracts), the Company must as soon as reasonably practicable thereafter:

(i) notify the Facility Agent; and

(ii) after consultation with the Facility Agent (for a period of not more than 2 Business Days) as to the identity of such replacement person, find and appoint an adequately qualified replacement for him or her as promptly as practicable.

(c) The Company shall ensure that no member of the Group amends, varies, waives, novates, supplements or replaces any term of a Service Contract in a way which is or is reasonably likely to be materially prejudicial to the interests of the Finance Parties.

28.40 Conditions subsequent; Structure Memorandum

(a) The Company shall ensure that the relevant Obligor(s) shall within 90 days of the Funding Date enter into the Hedging Agreements in accordance with the Hedging Letter.

(b) The Company shall ensure that:

(i) on or before the date falling 45 days after the Closing Date, the Facility Agent receives a certificate of the Company (signed by a director of the Company) or of the Group (or signed by the chief financial officer of the Group) certifying that:

(A) the companies set out in the certificate are all Material Companies and that the aggregate gross assets, aggregate revenue or aggregate EBITDA (as defined in Clause 27 (Financial Covenants)) of such Material Companies (in each case calculated on an unconsolidated

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basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) will exceed 85 per cent. of the aggregate gross assets, aggregate revenue or aggregate EBITDA (as defined in Clause 27 (Financial Covenants)) of the Group;

(B) each member of the Group which is a Dormant Subsidiary as at the Funding Date together with certified copies (certified by such authorised signatory to be a true copy) of the last audited accounts of each such Dormant Subsidiary; and

(ii) on the Guarantor Accession Date, each of the Company and each other Material Subsidiary to the extent necessary to meet the Guarantor Coverage Test referred to in Clause 28.34 (Guarantors), will become an Additional Guarantor in accordance with Clause 31.2 (Additional Guarantors) and will provide the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent) (together with any documents and other evidence contemplated by the Agreed Security Principles) as Security in favour of the Secured Parties to secure the relevant obligations of the Obligors under the Finance Documents.

(c) Each Obligor must use, and must procure that any other member of the Group that is a potential provider of Transaction Security uses, all reasonable endeavours lawfully available to avoid or mitigate the constraints on the provision of Security provided for in the Agreed Security Principles and to provide such Security and fulfil all relevant Perfection Requirements within 90 days of the Funding Date.

(d) The Company shall procure that, on or before the last Business Day during the Clean-Up Period, the Facility Agent receives (in form and substance satisfactory to the Facility Agent (acting reasonably)) evidence to the satisfaction of the Existing Financial Indebtedness and the discharge of any related Security.

(e) The Company shall use all reasonable endeavours to procure that the merger of closed joint stock company “Mid-Russian Distilleries” with OOO Perviy Kupazhniy Zavod takes place in accordance with the Structure Memorandum.

(f) The Company shall ensure that within five Business Days of delivery by the Company to the Vendor of the statement required by the Acquisition Agreement in connection with the payment of an earn-out, an amount of the lesser of:

(i) the maximum earn-out amount which such statement identifies is liable to be paid under the earn-out provisions of the Acquisition Agreement (the “Earn-Out Amount”); and

(ii) $25,000,000 plus the amount by which the Available Commitments under the ACR Financing Facility is less than $12,500,000,

shall be deposited in a blocked account with and charged to or otherwise secured in favour of the Security Agent and applied in payment of such Earn-out Amount in accordance with the Acquisition Agreement.

(g) In addition to the evidence required pursuant to paragraph (d) above, the Company shall, within 5 Business Days following the Funding Date, procure that the lenders of Existing Financial Indebtedness refinanced on or within 2 Business Days after the Funding Date in accordance with the Funds Flow Statement provide written confirmation of such refinancing and/or the Company shall provide (to the extent

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such confirmations are not available within such time) authenticated SWIFT confirmation from the relevant account banks of payment of the relevant settlement amount(s).

29. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 29 is an Event of Default.

29.1 Non-payment

An Obligor or On-Loan Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless its failure to pay is caused by:

(a) administrative or technical error; and

(b) payment is made within three Business Days of its due date.

29.2 Financial covenants and other obligations

(a) Any requirement of Clause 27 (Financial Covenants) is not satisfied provided that no Event of Default in respect of a breach of a financial covenant in Clause 27.2 (Financial condition) will occur if sufficient amounts of additional equity investment are invested in the Company (whether in the form of share capital in accordance with Clause 28.23 (Share capital) or by way of Shareholder Loan in accordance with Clause 28.22 (Financial Indebtedness), in either case an “Equity Investment”) within 10 Business Days of delivery of the financial statements evidencing such failure to comply, provided that the Equity Investments may not be made:

(i) on more than a total of three occasions during the term of this Agreement;

(ii) more than once in any Financial Year; and

(iii) during two successive testing periods.

An amount equal to the Equity Investment shall be used to prepay the Facilities or shall be deemed added (on the first day of the Relevant Period) to the definition of Consolidated Cashflow and Consolidated EBITDA (without double counting) for the Relevant Period and the next three Relevant Periods immediately following thereafter (without double-counting) solely for the purpose of measuring the financial covenants so breached and so if the relevant financial amount(s) were so recalculated, as at the last day of such Relevant Period taking into account such Equity Investment, such covenants would have been complied with when so recalculated.

For the avoidance of doubt, if at the end of any Financial Quarter the requirements of any of the covenants in Clause 27 (Financial Covenants) are not met but as at the end of the next Financial Quarter the requirements of such covenants are complied with, the Event of Default caused by the failure to meet the requirements of such covenant on the first end of a Financial Quarter shall be deemed to have been remedied on the last day of such next Financial Quarter.

(b) Any requirement of Clause 28.7 (Merger and Demerger), Clause 28.9 (Acquisitions), Clause 28.15 (Negative pledge), Clause 28.16 (Disposals), Clause 28.20 (Dividends and share redemption), Clause 28.22 (Financial Indebtedness), Clause 28.23 (Share capital) or Clause 28.24 (On-Loan Finance Documents) is not satisfied.

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29.3 Other obligations

(a) An Obligor or On-Loan Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 29.1 (Non-payment) and Clause 29.2 (Financial covenants and other obligations)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the earlier of the Facility Agent giving notice to the Company or relevant Obligor or On-Loan Obligor or the Company, an Obligor or an On-Loan Obligor becoming aware of the failure to comply.

29.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor or On-Loan Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor or On-Loan Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made unless the circumstances giving rise to that incorrectness are capable of remedy and have been remedied within 10 Business Days of the earlier of the Facility Agent giving notice to the Company or relevant Obligor or On-Loan Obligor or the Company or an Obligor or On-Loan Obligor becoming aware thereof.

29.5 Cross-default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any member of the Group:

(i) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or

(ii) if repayable on demand, repayment of which (in whole or in part) is demanded.

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 29.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $5,000,000 (or its equivalent in any other currency or currencies).

(f) For the avoidance of doubt, “Financial Indebtedness” as used in this Clause 29.5 includes Financial Indebtedness of the On-Loan Obligors under the On-Loan Facility Agreement.

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29.6 Insolvency

(a) A Material Company or the Parent is unable or admits inability to pay its debts as they fall due or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (other than the Finance Parties under this Agreement) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Material Company is less than its liabilities (taking into account contingent and prospective liabilities) to the extent that such liabilities should be shown on the Balance Sheet of the Material Company under the Accounting Principles.

(c) A moratorium is declared in respect of any indebtedness of any Material Company. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

29.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Company or the Parent other than in connection with a Permitted Reorganisation;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Material Company or the Parent;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Material Company or the Parent or any of its assets; or

(iv) enforcement of any Security over any assets of any Material Company or the Parent,

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) shall not apply to any such corporate action, legal proceedings or other procedure or step which is stayed or dismissed within 10 Business Days of commencement or, if earlier, the date on which it is advertised.

29.8 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of a Material Company or the Parent having an aggregate value of $2,000,000 (or its equivalent) and is not discharged within 10 Business Days.

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29.9 Unlawfulness and invalidity

If:

(a) it is or becomes unlawful for an Obligor or On-Loan Obligor to perform any of its material obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Deed is or becomes unlawful and (in any such case) this individually or cumulatively materially adversely affects the interests of the Finance Parties under the Finance Documents;

(b) any material obligation or obligations of any Obligor or On-Loan Obligor under any Finance Documents or any other member of the Group under the Intercreditor Deed are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially adversely affects the interests of the Finance Parties under the Finance Documents; or

(c) any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Deed ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

29.10 Intercreditor Deed

(a) Any party to the Intercreditor Deed (other than a Finance Party) fails to comply with the material provisions of, or does not perform its material obligations under, the Intercreditor Deed; or

(b) a representation or warranty given by that party in the Intercreditor Deed (other than a Finance Party) is incorrect in any material respect (save that in respect of an Obligor, such representation or warranty shall be subject to any applicable grace period set out in Clause 29.4 (Misrepresentation) of this Agreement).

29.11 Cessation of business

Any Material Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business except as a result of a Permitted Disposal or a Permitted Reorganisation, unless such business is assumed by another member of the Group.

29.12 Change of ownership

(a) An Obligor or On-Loan Obligor (other than the Company) ceases to be a wholly owned Subsidiary of the Company or, in relation to an Obligor that is not a fully-owned Subsidiary of the Company on the Closing Date, if applicable, ceases to be owned in the same percentage by its Holding Company as it was on the Closing Date; or

(b) An Obligor or Material Subsidiary ceases to own at least the same percentage of shares in a Material Company as on the Closing Date,

except, in either case, as a result of a disposal which is a Permitted Disposal or a Permitted Reorganisation.

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29.13 Audit qualification

The Auditors of the Group qualify the audited annual consolidated financial statements of the Company:

(a) on the grounds that the information supplied to them or to which they had access was inadequate or unreliable;

(b) on the grounds that they are unable to prepare such financial statements on a going concern basis; or

(c) otherwise in terms or as to issues which are materially adverse to the interests of the Finance Parties.

29.14 Expropriation

The authority or ability of any Material Company to conduct its business is wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to that Material Company or any of its assets and such curtailment would (taking into account any compensation or payment receivable in respect thereof and the timing thereof and creditworthiness of the person liable to make such compensation or payment) have a Material Adverse Effect.

29.15 Repudiation and rescission of agreements

(a) An Obligor or any On-Loan Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

(b) Any party (other than a Finance Party) to the Acquisition Agreement, the Equity Documents or the Intercreditor Deed rescinds or purports to rescind or repudiates or purports to repudiate any of those agreements or instruments in whole or in part where to do so has or is likely to have a Material Adverse Effect on the interests of the Finance Parties under the Finance Documents.

(c) Any On-Loan Obligor or other member of the Group terminates or purports to terminate the appointment of the On-Loan Facility Agent under the On-Loan Facility Agreement.

29.16 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any member of the Group or its assets which are reasonably likely to be adversely determined and which if adversely determined would have a Material Adverse Effect.

29.17 Judgments and arbitral awards

Any Material Company fails to satisfy any final judgment or arbitral award against it or its assets made by any competent court or tribunal to which it or its assets is or are subject.

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29.18 Material adverse change

Any event or series of events (whether related or not) or circumstance occurs which has a Material Adverse Effect.

29.19 Acceleration

At any time after the occurrence of an Event of Default which is then continuing, the Facility Agent may, and will if so directed by the Majority Lenders, by written notice to the Company do all or any of the following in addition and without prejudice to any other rights or remedies which it or any other Finance Party may have under this Agreement or any of the other Finance Documents and without the need for a court declaration:

(a) cancel the Total Commitments and/or Ancillary Commitments at which time they shall immediately be cancelled;

(b) declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

(c) declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders;

(d) declare that cash cover in respect of each Letter of Credit is immediately due and payable at which time it shall become immediately due and payable;

(e) declare that cash cover in respect of each Letter of Credit is payable on demand at which time it shall immediately become due and payable on demand by the Facility Agent on the instructions of the Majority Lenders;

(f) declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable;

(g) declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at which time they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

(h) exercise or direct the Security Agent to exercise (subject to the Security Agent being indemnified and/or secured to its satisfaction) any or all of its rights, remedies, powers or discretions under the Finance Documents.

29.20 Ancillary Facilities

On and at any time after the occurrence of an Event of Default which is continuing an Ancillary Lender may (but before notice is served under Clause 29.19 (Acceleration) only if so directed by the Majority Lenders) and will if so directed by the Majority Lenders, by notice to the Company:

(a) terminate the availability of the Ancillary Facilities, whereupon the Ancillary Facilities shall cease to be available and the relevant Ancillary Lender shall no longer be under any obligation to provide any credit provided for thereunder; and/or

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(b) declare all amounts outstanding under the Ancillary Facilities due and payable whereupon such amounts shall become due and payable together with accrued interest thereon and any other sum then payable under the relevant Ancillary Documents; and/or

(c) require the provision of cash cover whereupon the Senior Borrower shall immediately provide cash cover in an amount equal to the contingent liability of the Ancillary Lender under all instruments issued under the terms of the relevant Ancillary Facilities; and/or

(d) terminate any foreign exchange, hedging or other agreement entered into by the Ancillary Lender under the terms of the relevant Ancillary Facilities.

29.21 Certificate of Currency Operation and Transaction Report

If the Certificate of Currency Operation and/or the Transaction Passport and/or Federal Antimonopoly Approval required pursuant to Schedule 2 (Conditions Precedent) are not validly issued or are revoked at any time for any reason.

29.22 Clean-Up Period

(a) If during the Clean-up Period any event or circumstance occurs with respect to any member of the Target Group which would constitute a Default (the “Relevant Default”) then:

(i) promptly upon becoming aware of its occurrence, the Company shall notify the Facility Agent of that Relevant Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and

(ii) if:

(A) that Relevant Default was not procured or approved by the Company or any of its direct or indirect Holding Companies; and

(B) that Relevant Default is capable of remedy and reasonable and prompt steps (as determined by the Facility Agent (acting reasonably)) are being taken to remedy that Relevant Default,

during the Clean-up Period that Relevant Default shall not constitute an Event of Default and the Facility Agent shall not be entitled to give any notice under Clause 29.19 (Acceleration) with respect to that Relevant Default, unless it is a Default pursuant to Clauses 29.6 (Insolvency) 29.7 (Insolvency proceedings) and 29.8 (Creditors’ process) until (if that Relevant Default is then continuing) the earlier of:

(C) the date falling immediately after the end of the Clean-Up Period; and

(D) the date (if any) on which a Material Adverse Effect occurs.

(b) For the avoidance of doubt, paragraph (a) above shall not restrict the Facility Agent’s right to give any notice under Clause 29.19 (Acceleration) with respect to any Default which is not a Relevant Default.

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30. CHANGES TO THE LENDERS

30.1 Assignments and transfers by the Lenders

(a) Subject to this Clause 30, a Lender (the “Existing Lender”) may:

(i) assign any of its rights; or

(ii) transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity (other than, prior to an Event of Default, a Competitor) which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”), provided that:

(iii) the transfer or assignment is completed in accordance with the provisions of this Clause 30; and

(iv) prior to the Syndication Date the Senior Borrower shall have the right to be consulted (for a period of not more than two Business Days) on the identity of potential lenders, the allocation of debt amounts in respect of each Lender’s participation and the amount and distribution of fees unless (A) an Event of Default has occurred and has not been remedied or (B) the transfer is to an Affiliate of the Lender.

(b) A Lender may sub-participate any or all of its obligations under any Finance Document so long as such Lender remains liable thereunder.

30.2 Conditions of assignment or transfer

(a) Each assignment or transfer of a Lender’s participation in a Facility shall be:

(i) in a minimum amount of $2,000,000 unless the assignment or transfer is to an Affiliate (other than, prior to an Event of Default, a Competitor) of such Lender; and

(ii) such that no Lender (when aggregated with, for this purpose, its Affiliates) at any time holds an aggregate participation of less than $2,000,000.

(b) The consent of the Issuing Bank is required for any assignment or transfer by an Existing Lender of any of its rights and/or obligations under the Revolving Facility.

(c) An assignment will only be effective on:

(i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender;

(ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Deed; and

(iii) the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Lender and the New Lender.

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(d) If:

(i) a Lender assigns or transfers (either directly or indirectly as a result of a participation arrangement) any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 19 (Tax Gross-up and Indemnities) or Clause 20 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive the lesser of (A) the amount that is due under those Clauses or (B) the amount that the Existing Lender or Lender acting through its previous Facility Office would have received, if the assignment, transfer or change had not occurred. For the avoidance of doubt, each New Lender, assignee and direct or indirect transferee shall be bound by the limitations set forth in Clause 19 (Tax gross-up and Indemnities) including paragraph (f) of Clause 19.2 (Tax gross-up) and Clause 20 (Increased Costs).

(e) The Obligors shall not be liable to pay any stamp, registration, notarial or similar Taxes or registration or perfection fees and costs that arise on any assignment or transfer made after the Syndication Date.

30.3 Assignment or transfer fee

Unless the Facility Agent otherwise agrees and excluding an assignment or transfer (a) to an Affiliate of a Lender, (b) to a Related Fund or (c) made in connection with primary syndication of the Facilities, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,000.

30.4 Limitation of responsibility of Existing Lenders and Security Agent

(a) Unless expressly agreed to the contrary, neither an Existing Lender, nor the Security Agent makes any representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor or any other member of the Group of its obligations under the Transaction Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

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(b) Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 31; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Transaction Documents or otherwise.

30.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and a proportional part of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

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(iii) the Facility Agent, each Mandated Lead Arranger, and each of the Security Agent, the New Lender, the other Lenders, the Issuing Bank and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, each Mandated Lead Arranger and each of the Security Agent, the Issuing Bank and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

30.6 Copy of Transfer Certificate to Company

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Company a copy of that Transfer Certificate.

30.7 Disclosure of information

(a) Any Lender may disclose to any of its Affiliates and any other person:

(i) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under the Finance Documents;

(ii) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Finance Documents or any Obligor; or

(iii) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

(iv) for whose benefit that Lender charges, assigns or otherwise creates a Security Interest (or may do so) pursuant to Clause 30.9 (Security Interests over Lenders’ rights); and

(b) any Finance Party may disclose to a rating agency or its professional advisers, or (with the consent of the Company) any other person,

any information about any Obligor, the Group and the Finance Documents as that Lender or other Finance Party shall consider appropriate if in relation to paragraphs (a)(i) and (ii) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking.

Any Confidentiality Undertaking signed by a Finance Party pursuant to this Clause 30.7 shall supersede any prior confidentiality undertaking signed by such Finance Party for the benefit of any member of the Group.

30.8 Affiliates of Lenders as Hedging Counterparties

(a) An Affiliate of a Lender which becomes a Hedging Counterparty shall accede to this Agreement and to the Intercreditor Deed by delivery to the Facility Agent of a duly completed accession undertaking in the form required under the Intercreditor Deed.

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(b) Where this Agreement or any other Finance Document imposes an obligation on a Hedging Counterparty and the relevant Hedging Counterparty is an Affiliate of a Lender and is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

30.9 Security Interests over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 30, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security Interest shall:

(c) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(d) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

31. CHANGES TO THE OBLIGORS

31.1 Assignment and transfers by Obligors

No Obligor or any other member of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

31.2 Additional Guarantors

(a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.13 (“Know your customer” checks), the Company may request that any of its wholly owned Subsidiaries become a Guarantor.

(b) The Company shall ensure that each member of the Group identified Part 2 of Schedule 2 (Conditions Precedent) as an Additional Guarantor shall become an Additional Guarantor and, subject to the Agreed Security Principles, shall grant the Transaction Security identified opposite the name of that member of the Group in Part 2 of Schedule 2 (Conditions Precedent) on or prior to the Guarantor Accession Date.

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(c) The Company shall promptly notify the Facility Agent and the Security Agent if any member of the Group becomes a Material Subsidiary and within 30 Business Days of the Company determining that such member of the Group is a Material Subsidiary, ensure that the relevant member of the Group will:

(i) become an Additional Guarantor to the extent required by the Agreed Security Principles; and/or

(ii) provide the Security contemplated by the Agreed Security Principles, in form and substance satisfactory to the Security Agent, in favour of the Secured Parties to secure (subject to the Agreed Security Principles) all of the obligations of the Obligors under the Transaction Security Documents.

(d) A member of the Group shall become an Additional Guarantor if:

(i) the Company and the proposed Additional Guarantor deliver to the Facility Agent a duly completed and executed Accession Letter; and

(ii) the Facility Agent or its legal counsel has received or the Facility Agent has waived the requirement to receive all of the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Facility Agent (acting reasonably).

(e) The Facility Agent shall notify the Company, the Security Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting reasonably)) or waived the requirement to receive all the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent).

31.3 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in paragraph (e) of Clause 25.39 (Times when representations are made) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

32. ROLE OF THE FACILITY AGENT, THE MANDATED LEAD ARRANGERS, THE ISSUING BANK AND OTHERS

32.1 Appointment of the Facility Agent

(a) Each Mandated Lead Arranger and each of the Lenders and the Issuing Bank appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b) Each Mandated Lead Arranger and each of the Lenders and the Issuing Bank authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

32.2 Duties of the Facility Agent

(a) The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

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(b) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c) If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(d) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Mandated Lead Arrangers or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

32.3 Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, neither Mandated Lead Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.

32.4 No fiduciary duties

(a) Nothing in this Agreement constitutes the Facility Agent, any Mandated Lead Arranger and/or the Issuing Bank as a trustee or fiduciary of any other person.

(b) None of the Facility Agent, the Security Agent, the Mandated Lead Arrangers, the Issuing Bank or any Ancillary Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

32.5 Business with the Group

The Facility Agent, the Security Agent, the Mandated Lead Arrangers, the Issuing Bank and each Ancillary Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group whether or not this may or does lead to a conflict with the interests of any of the Finance Parties and may do so without any obligation to account to or disclose such arrangements to the other Finance Parties.

32.6 Rights and discretions

(a) The Facility Agent and the Issuing Bank may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, Authorised Signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 29.1 (Non-payment));

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(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Facility Agent may obtain at the cost of the Obligors such legal or other expert advice or services as it may consider necessary or desirable. The Facility Agent will not be liable to anyone where it has acted in good faith on the opinion or advice of or any information obtained from any lawyer, accountant, architect, engineer, surveyor, broker, consultant, valuer or other expert (including any auditor), whether obtained by the Facility Agent or otherwise whether or not the expert’s liability in respect thereof is limited by a monetary cap or otherwise and whether or not any such opinion, advice or information contains some error or is not authentic.

(d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. Any opinion, advice or information on which the Facility Agent relies or intends to rely may be sent or communicated by letter, telex message, facsimile transmission, telephone or any other means. The Facility Agent shall not be liable for acting on any opinion, advice or information which is so conveyed, even if the opinion, advice or information contains some error or is not authentic.

(e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent, any Mandated Lead Arranger or the Issuing Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

32.7 Majority Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the relevant Finance Parties other than the Security Agent.

(c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the relevant Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the relevant Lenders.

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(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

32.8 Responsibility for documentation

None of the Facility Agent, the Mandated Lead Arrangers, the Issuing Bank or any Ancillary Lender:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, any Mandated Lead Arranger, the Issuing Bank, an Ancillary Lender, an Obligor or any other person given in or in connection with any Finance Document or the Information Memorandum or the Reports or the transactions contemplated in the Finance Documents; or

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security.

32.9 Exclusion of liability

(a) Without limiting paragraph (b) below, none of the Facility Agent, the Issuing Bank, or any Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Facility Agent, the Issuing Bank or an Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the Facility Agent, the Issuing Bank or any Ancillary Lender, in respect of any claim it might have against the Facility Agent, the Issuing Bank or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Facility Agent, the Issuing Bank or any Ancillary Lender may rely on this Clause.

(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Facility Agent or any Mandated Lead Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Facility Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or any Mandated Lead Arranger.

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(e) The Facility Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct and the liability of the Facility Agent under this Agreement is limited to actual pecuniary damages directly resulting from wilful misconduct or gross negligence on the part of the Facility Agent. In no event shall the Facility Agent be liable for any special, indirect, consequential or punitive damages arising from its performance of the Finance Documents, and the other Parties hereto waive and release any claim against the Facility Agent for any such damages, whether or not accrued and whether or not such claim is known or suspected to exist.

32.10 Lenders’ indemnity to the Facility Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).

32.11 Resignation of the Facility Agent

(a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in London as successor by giving notice to the Lenders and the Company.

(b) Alternatively the Facility Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Facility Agent.

(c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Company) may appoint a successor Facility Agent (acting through an office in London).

(d) The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(e) The Facility Agent’s resignation notice shall only take effect upon the acceptance by a successor, of its appointment as successor.

(f) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 32. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Company, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above.

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32.12 Confidentiality

(a) In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Facility Agent, it may be treated as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Mandated Lead Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

32.13 Relationship with the Lenders

(a) The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost Formula).

(c) Each Lender shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Lender shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

32.14 Credit appraisal by the Lenders, Issuing Bank and Ancillary Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender, Issuing Bank and Ancillary Lender confirms to the Facility Agent, the Mandated Lead Arrangers, the Issuing Bank and each Ancillary Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c) whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

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(d) the adequacy, accuracy and/or completeness of the Information Memorandum, the Reports and any other information provided by the Facility Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

32.15 Agent’s management time

Any amount payable to the Facility Agent under Clause 21.3 (Indemnity to the Facility Agent), Clause 23 (Costs and Expenses) and Clause 32.10 (Lenders’ indemnity to the Facility Agent) in connection with or following the occurrence of a Default shall include the cost of utilising the Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Facility Agent under Clause 18 (Fees).

32.16 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

32.17 Reliance and engagement letters

Each Finance Party and Secured Party confirms that each Mandated Lead Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by an Mandated Lead Arranger or Facility Agent) the terms of any reliance letter or engagement letters relating to the Reports or any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those Reports, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

32.18 Role of the Security Agent

(a) The declaration of trust pursuant to which the Security Agent declares itself trustee of the Transaction Security, for which it will hold on trust for the Finance Parties, is contained in the Intercreditor Deed.

(b) In acting or otherwise exercising its rights or performing its duties under any of the Finance Documents, the Security Agent shall act in accordance with the provisions of this Agreement and the Intercreditor Deed and shall seek any necessary instruction or direction from the Facility Agent. In so acting, the Security Agent shall have the rights, benefits, protections, indemnities and immunities set out in this Agreement and the Intercreditor Deed and shall not incur any liability to any Person.

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(c) In the event there is an inconsistency or conflict between the rights, duties, benefits, obligations, protections, immunities or indemnities of the Security Agent (the “Security Agent Provisions”) as contained in this Agreement and/or the Intercreditor Deed, on the one hand, and in any of the other Finance Documents, on the other hand, the Security Agent Provisions contained in this Agreement and/or the Intercreditor Deed shall prevail and apply.

(d) The Security Agent Provisions contained in the Intercreditor Deed are for the benefit of the Security Agent and shall survive the discharge or termination of the Intercreditor Deed.

33. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

34. SHARING AMONG THE FINANCE PARTIES

34.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers (by way of payment, set-off or otherwise) any amount from an Obligor other than in accordance with Clause 35 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 35 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.5 (Partial payments).

34.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 35.5 (Partial payments).

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34.3 Recovering Finance Party’s rights

(a) On a distribution by the Facility Agent under Clause 34.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

34.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 34.2 (Redistribution of payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

34.5 Exceptions

(a) This Clause 34 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified the other Finance Party of the legal or arbitration proceedings; and

(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

(c) This Clause 34 shall not apply to amounts received, paid or recovered by the Security Agent from an Obligor or for which the Security Agent indemnifies itself out of the Charged Property, in each case as contemplated by Clause 21.4 (Indemnity to the Security Agent).

34.6 Ancillary Lenders

(a) This Clause 34 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Lender at any time prior to service of notice under Clause 29.19 (Acceleration).

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(b) Following service of notice under Clause 29.19 (Acceleration), this Clause 34 shall apply to all receipts or recoveries by Ancillary Lenders except to the extent that the receipt or recovery represents a reduction from the Designated Gross Amount for an Ancillary Facility to its Designated Net Amount.

35. PAYMENT MECHANICS

35.1 Payments to the Facility Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document excluding a payment under the terms of an Ancillary Document, that Obligor or Lender shall make the same payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the Facility Agent specifies.

(c) Each Party (other than the Facility Agent) shall, in respect of any payment to be made by it to the Facility Agent under this Agreement, procure that the bank through which such payment is to be made shall irrevocably confirm to the Facility Agent by authenticated SWIFT message that it will make such payment. Such authenticated SWIFT message shall be delivered to the Facility Agent (SWIFT address: RZBA AT WW to the attention of Project Finance, or such other SWIFT address as the Facility Agent may notify to the other Parties hereunder) no later than 3:00 p.m. on the Business Day falling immediately prior to the due date of the relevant payment.

35.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to an Obligor) and Clause 35.4 (Clawback) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London).

35.3 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

35.4 Clawback

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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(b) If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

35.5 Partial payments

(a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Issuing Bank and the Security Agent under those Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities);

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(i) to (a)(iv) above. If, however, the directions of the Majority Lenders affect the Security Agent’s ranking in paragraph (a) above in an adverse manner, the Security Agent’s prior written consent to such variation shall be required.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

35.6 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

35.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

35.8 Currency of account

(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

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(b) A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

35.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

36. SET-OFF

(a) A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

(b) Any credit balances taken into account by an Ancillary Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance Documents be applied first in reduction of the overdraft provided under that Ancillary Facility in accordance with its terms.

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37. NOTICES

37.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter at the address or fax number shown below or as set out in the Transfer Certificate or Accession Deed by which it becomes a party hereto:

(a) for the Company at:

Pasalba Ltd.

35 Theklas Lysioti Street

Eagle Star House, 5th Floor

P.C. 3030 Limassol

Cyprus

with a copy to:

Lion Capital LLP

21 Grosvenor Square

London SW1X 7HF

Telefax:             +44 20 7201 2222 and +44 20 7681 3887

Attention:          James Cocker

with a copy to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

Telefax:             +44 20 7903 0990

Attention:          Michael Nicklin

(b) for the Facility Agent and Mandated Lead Arrangers:

By fax only (unless otherwise requested by the Facility Agent) to:

Raiffeisen Zentralbank Österreich Aktiengesellschaft

Telefax:             +43 1 71707 3022

Attention:          Project Finance

(c) for each Lender:

The address notified to the Facility Agent by such Lender on or prior to the Signing Date or in any relevant Transfer Certificate.

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(d) for the Facility Agent in respect of Transfer Certificates:

Raiffeisen Zentralbank Österreich Aktiengesellschaft

C/o RZB Austria London Branch

10 King William Street

London EC4N 7TW

Telefax:             +44 207 933 8022

Attention:          Mr Stewart Rafter

(e) for the Security Agent:

The Law Debenture Trust Corporation p.l.c.

Fifth Floor

100 Wood Street

London

EC2V 7EX

Telefax:             +44 20 7606 0643

Attention:          The Manager, Commercial Trusts

Trust code:         99434

37.2 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, in each case, if it is expressly marked for the attention of the department or officer identified in Clause 37.1 (Communications in writing) (or any substitute department or officer as specified for this purpose).

(b) Any communication or document to be made or delivered to the Facility Agent or the Security Agent will be effective only when actually received by the Facility Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified in Clause 37.1 (Communications in writing) (or any substitute department or officer as the Facility Agent or Security Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Facility Agent.

(d) Any communication or document made or delivered to the Company in accordance with this Clause 37.2 will be deemed to have been made or delivered to each of the Obligors, as relevant.

37.3 Notification of address and fax number

Promptly upon receipt of notification of an address, and fax number or change of address or fax number pursuant to Clause 37.1 (Communications in writing) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

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37.4 Electronic communication

(a) Any communication to be made between the Facility Agent or the Security Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Facility Agent, the Security Agent and the relevant Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

(b) As at the Signing Date, the Security Agent has indicated it wishes to give and receive notices and communications by facsimile. It will notify the Facility Agent and the Lenders in writing if it chooses subsequently to accept electronic communications.

(c) Any electronic communication made between the Facility Agent and a Lender or the Security Agent will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or Security Agent shall specify for this purpose.

37.5 Use of websites

(a) The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Facility Agent (the “Designated Website”) if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Company and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Company and the Facility Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Company accordingly and the Company shall at its own cost supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall at its own cost supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Facility Agent.

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(c) The Company shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Facility Agent under paragraph (c)(i), (c)(ii) or (v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall at its own cost comply with any such request within 10 Business Days.

37.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent or the Security Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

38. CALCULATIONS AND CERTIFICATES

38.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

38.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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38.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days or 360 days or otherwise depending on what the Facility Agent determines (acting reasonably) is in accordance with that market practice.

39. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

40. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

41. AMENDMENTS AND WAIVERS

41.1 Required consents

(a) Subject to Clause 41.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 41.

(c) Each Obligor agrees to any such amendment or waiver permitted by this Clause 41 which is agreed to by the Company. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.

41.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) a reduction in the Margin (other than as set out in the definition of “Margin”) or a reduction in the amount or currency of any payment of principal, interest, fees or commission payable or of any other amount payable to any Lender under the Finance Documents;

(ii) an increase in any commitment, an extension of any Availability Period or to the scheduled date of payment of any amount under the Finance Documents;

(iii) a change to the definition of “Majority Lenders” or “Super Majority Lenders” or to this Clause 41 (Amendments and Waivers);

(iv) a change to the ranking and subordination provided for in the Intercreditor Deed (including any change to any waterfall governing the sharing of recoveries and security proceeds);

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(v) a change to the Senior Borrower or the Guarantors of the Facilities, other than in accordance with Clause 30 (Changes to the Obligors);

(vi) any provision which expressly requires the consent of all the Lenders;

(vii) Clause 2.3 (Finance Parties’ rights and obligations), Clause 31 (Changes to the Lenders), Clause 34 (Sharing among the Finance Parties); and

(viii) the right of a Lender to assign or transfer its rights or obligations under the Finance Documents,

shall not be made without the prior consent of all of the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, any Mandated Lead Arranger, the Issuing Bank, the Security Agent, any Ancillary Lender or a Hedging Counterparty may not be effected without the consent of the Facility Agent, such Mandated Lead Arranger, the Issuing Bank, the Security Agent, that Ancillary Lender or that Hedging Counterparty.

(c) Any amendment or waiver which relates to the rights or obligations applicable to a particular Loan, Facility or class of Lenders and which does not materially and adversely affect the rights or interest of Lenders in respect of other Loans, Facilities or another class of Lender, shall only require the consent of the relevant class of Majority Lenders (or the Super Majority Lenders, as the case may be) as if references in this Clause 41.2 to “Lenders” were only to Lenders participating in that Facility or forming part of that affected class.

(d) Any amendment which relates to the rights of the Lenders to waive prepayment of Facility B under Clause 14.8 (Prepayment elections; Facility B Lender option to decline) shall not be effected without the consent of the Lenders under Facility B.

(e) The Commitment of any Lender which fails to respond to a request for a waiver or amendment within 20 Business Days (or such longer period as the Company and the Facility Agent may agree) will be excluded from the calculation in determining whether the level of consent required under this Agreement has been obtained.

(f) Other than as expressly permitted in this Agreement or as required in any Finance Document, any release of:

(i) security; or

(ii) a guarantee,

(otherwise than as expressly permitted by this Agreement (which, for the avoidance of doubt, will include a Permitted Reorganisation or a Permitted Disposal) or pursuant to enforcement action) shall require the consent of the Super Majority Lenders.

(g) Notwithstanding the above, the Facility Agent may determine administrative matters and make technical amendments arising out of manifest error on the face of this Agreement, where such amendments would not prejudice or otherwise be adverse to the position of any Lender, without reference to any Lender.

(h) In determining whether Lenders, Majority Lenders or Super Majority Lenders have concurred in any direction or consent to any amendment, modification or other

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change made under the Finance Documents, Commitments of the Company or an Affiliate of the Company shall be disregarded and treated as if they were not outstanding. The Facility Agent may rely on a representation of the Company as to Affiliate holdings of Commitments in agreeing to any direction, waiver or consent, or any amendment, modification or other change to the Finance Documents.

(i) For the avoidance of doubt, nothing in this Clause 41 (Amendments and Waivers) shall restrict the exercise by the Mandated Lead Arrangers of their flex rights under and in connection with the Flex and Pricing Letter (as defined in the Commitment Letter).

41.3 Replacement of Lender

(a) If at any time:

(i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (c) below);

(ii) any Lender becomes a Non-Funding Lender (as defined in paragraph (d) below); or

(iii) an Obligor becomes obliged to repay any amount in accordance with Clause 12.1 (Illegality) or to pay additional amounts pursuant to Clause 20.1 (Increased Costs) or Clause 19.2 (Tax gross-up) to any Lender in excess of amounts payable to the other Lenders generally; or

it becomes unlawful for a Lender (in its capacity as Issuing Lender) to issue or leave outstanding any Letter of Credit in accordance with Clause 12.2 (Illegality in relation to Issuing Bank),

then the Company may, on not less than 10 Business Days’ prior written notice to the Facility Agent and such Lender, either:

(iv) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Replacement Lender; or

(v) prepay such Non-Consenting Lender’s or, as the case may be, Non-Funding Lender’s Commitments in the relevant Facility using the proceeds of Equity Investment and/or Retained Excess Cash (to the extent not used for another purpose under this Agreement).

(b) The replacement of a Lender pursuant to this Clause shall be subject to the following conditions:

(i) the Company shall have no right to replace the Facility Agent or Security Agent;

(ii) neither the Facility Agent nor the Lender shall (under this Clause 41.3 or under Clause 12.1 (Illegality)) have any obligation to the Company to find a Replacement Lender;

(iii) in the event of a replacement of a Non-Consenting Lender or Non-Funding Lender such replacement must take place no later than 60 days after the date

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the Non-Consenting Lender or Non-Funding Lender notifies the Company and the Facility Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company;

(iv) in no event shall the Lender replaced under this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(v) in the case of a replacement of a Lender to which an Obligor becomes obliged to pay additional amounts pursuant to Clause 19.2 (Tax gross-up) or Clause 20.1 (Increased Costs) or Clause 12.1 (Illegality) such Obligor shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender.

(c) In the event that:

(i) the Company or the Facility Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents;

(ii) the waiver or amendment in question requires the consent of the Super-Majority Lenders or all the Lenders; and

(iii) Lenders whose Commitments aggregate more than 66 ²/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²/3 per cent. of the Total Commitments prior to that reduction) have consented to such waver or amendment,

then any Lender who does not and continues not to agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

(d) Any Lender which fails to participate in a Loan it is obliged to make under this Agreement, or such Lender has given notice to the Facility Agent or the Company that it will not make or that it has disaffirmed or repudiated any obligation to participate in a Loan, shall be deemed a “Non-Funding Lender”.

(e) For the avoidance of doubt, a request by the Company pursuant to paragraph (a)(i) of Clause 4.3 (Conditions relating to Optional Currencies) shall not be deemed a waiver or amendment for the purposes of Clause 41.1 (Required consents) or this Clause 41.3 (Replacement of Lender).

42. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

43. GOVERNING LAW

This Agreement is governed by English law.

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44. ENFORCEMENT

44.1 Arbitration

Subject to Clause 44.3 (Lender’s Option), 44.4 (Court of England), 44.5 (Waiver of Objection) and 44.7 (Proceedings in Other Jurisdictions), the parties to this Agreement agree that any dispute, controversy or claim (a “Dispute”) arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) shall be referred to and finally resolved by arbitration under the Rules of the LCIA (the “Rules”). Save as provided in Clause 44.3 (Lender’s Option), the parties exclude the jurisdiction of the Courts under Sections 45 and 69 of the Arbitration Act 1996.

44.2 Arbitral Tribunal

The arbitral tribunal shall consist of three arbitrators, one of whom shall be nominated by the Claimant(s), one of whom shall be nominated by the Respondent(s) and the third of whom, who shall act as Chairman, shall be nominated by the two party-nominated arbitrators. The parties may nominate and the LCIA may appoint arbitrators from among the nationals of any country, whether or not a party is a national of that country. The seat of arbitration shall be London, England. The language of the arbitration shall be English.

44.3 Lender’s Option

At any time before any Finance Party has nominated an arbitrator to resolve any Dispute or Disputes pursuant to Clause 44.1 (Arbitration), the Facility Agent may elect by notice in writing to the Company that such Dispute(s) be heard by the courts of England or by any other court of competent jurisdiction, as more particularly described in Clause 44.4 (Courts of England) and 44.6 (Proceedings in Other Jurisdictions). If the Facility Agent gives such notice, the Dispute(s) to which such notice refers shall be determined in accordance with 44.4 (Courts of England).

44.4 Courts of England

Each of the Parties other than the Finance Parties irrevocably agrees for the benefit of each of the Finance Parties that if the Facility Agent gives notice pursuant to Clause 44.3 (Lender’s Option), the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings (“Proceedings” ), and to settle any Disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.

44.5 Waiver of Objection

Each of the Parties other than the Finance Parties irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of England and agrees not to claim that any such court is an inconvenient or inappropriate forum.

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44.6 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor:

(i) irrevocably appoints Lion Capital LLP as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Company (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

44.7 Proceedings in Other Jurisdictions

The submissions to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Finance Parties or any of them to take Proceedings against any of the Parties in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.

44.8 Waiver of Immunity

To the extent that any Party other than a Finance Party may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Party hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

Part 1

The Original Obligors

Name of Original Guarantor	Registration number (or equivalent, if any); Jurisdiction of Incorporation
Pasalba Ltd.	a company incorporated under the laws of Cyprus (corporate identity no. HE 202291) having its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus
Latchey Limited	a company incorporated under the laws of Cyprus (corporate identity no. HE 210957) having its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus

Part 2

The Original Lenders

Name of Original Lender	Facility A Commitment $	Facility B Commitment $	ACR Financing Facility Commitment $	Revolving Facility Commitment $
Goldman Sachs Credit Partners L.P.	25,000,000	17,500,000	23,750,000	12,500,000
Bank Austria Creditanstalt AG	25,000,000	17,500,000	23,750,000	12,500,000
ING Bank N.V., Dublin Branch	25,000,000	17,500,000	23,750,000	12,500,000
Raiffeisen Zentralbank Österreich AG	25,000,000	17,500,000	23,750,000	12,500,000
Total	100,000,000	70,000,000	95,000,000	50,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

Part 1

Conditions Precedent to Initial Utilisation under the Facilities

1. Formalities Certificates

A certificate of each Original Obligor, signed by a director thereof, attaching in relation to the relevant Obligor the following documents, and certifying that each copy document relating to it and delivered by it pursuant to this Part 1 of Schedule 2 has not been amended or superseded as at a date no earlier than the date of delivery of the first Utilisation Request in respect of the Facilities:

(a) A copy of the Constitutional Documents of each Original Obligor.

(b) A copy of a resolution of the board of directors or, if applicable, a committee of the board of directors of each Original Obligor:

(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv) in the case of an Obligor other than the Company, authorising the Company to act as its agent in connection with the Finance Documents.

(c) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing the committee referred to in paragraph (b) above.

(d) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(e) A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.

(f) A certificate of each of Russian Alcohol Group and each other On-Loan Borrower attaching and certifying:

(i) a copy of the Constitutional Documents including charter (with all amendments) together with certificates confirming its registration;

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(ii) a copy of a resolution of the board of directors or, if applicable, a committee of the board of directors:

(A) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

(B) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;

(iii) if applicable, a copy of a resolution of the board of directors establishing the committee referred to in paragraph (ii) above;

(iv) a specimen of the signature of each person authorised by the resolution referred to in paragraph (ii) above in relation to the Finance Documents and related documents;

(v) a copy of the recent Tax Registration Certificate issued by the Russian Federal Tax Service; and

(vi) an extract from its shareholder register confirming the shareholding of its current shareholders in its charter capital.

2. Borrowings certificate

A certificate of the Company and Senior Borrower (each signed by a director of the relevant company) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Obligor to be exceeded.

3. Transaction Documents

(a) A copy of each of the Transaction Documents (other than the Finance documents and the Constitutional Documents), each executed by the parties to those documents.

(b) A certificate of the Company (signed by a director) certifying that:

(i) each of the matters specified in Clause 3 (Conditions) and Schedule 5 (Closing Transactions) of the Acquisition Agreement has been satisfied or waived;

(ii) the Company is not entitled to terminate any Acquisition Document or refuse to complete the Acquisitions and no provision of any Acquisition Document relating to the amount or timing of any payment of any part of the acquisition consideration for any Acquisition has been amended, varied, novated, supplemented, superseded, waived or terminated, and no other provision thereof has been amended, varied, novated, supplemented, superseded, waived or terminated (other than, in the case of such other provisions, amendments and waivers which are not material and adverse to the interests of the Finance Parties under the Finance Documents) except with the consent of the Facility Agent;

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(iii) the Company is not aware, based on reasonable enquiries, of any fact or circumstance which it reasonably expects may result in a material breach of any warranty or any claim under any Acquisition Agreement;

(iv) the Shareholders’ Agreements, Subscription Agreements and the agreements relating to the Structural Intra-Group Loans are in full force and effect;

(v) the Investors or, as the case may be, Luxco I, have subscribed for a total of not less than 40 per cent. of the total the funding for the Acquisition (but excluding the Revolving Facility and (to the extent undrawn on the Funding Date) the ACR Financing Facility, but including costs and expenses and the Facilities in the form of ordinary shares, loan notes and/or intercompany loans in or to Luxco I or, as the case may be, in or to the Company as required by the Equity Documents and such ordinary shares and loan notes subscribed for have been issued fully paid and such Intercompany Loans have been fully funded;

(vi) as a result of the above subscriptions and/or subordinated loans the Company has the sum available to it of a sufficient dollar amount (as required by the Funds Flow Statement) which will, simultaneously with first Utilisation under this Agreement, be applied in accordance with the Funds Flow Statement and the Structure Memorandum;

(vii) a utilisation request requesting the advance of the On-Loan Facility (of an equal dollar amount to the Funding Date Utilisation(s)) on or before the Funding Date has been issued by the On-Loan Borrowers;

(viii) as a result of the above subscriptions and/or subordinated loans and/or as a result of the utilisations requested under the On-Loan, referred to above:

(A) Russian Alcohol Group has or will have the sum available to it of of a sufficient dollar amount (as required by the Funds Flow Statement) which will, simultaneously with first Utilisation under this Agreement, be applied in accordance with the Funds Flow Statement and the Structure Memorandum;

(B) Sub-Holdco has or will have the sum available to it of of a sufficient dollar amount (as required by the Funds Flow Statement) which will, simultaneously with first Utilisation under this Agreement, be applied in accordance with the Funds Flow Statement and the Structure Memorandum; and

(C) the Target Group will be able to refinance outstanding Financial Indebtedness (other than Permitted Financial Indebtedness) as identified in the PwC Financial Report and/or the Funds Flow Statement; and

(ix) Russian Alcohol Group, Topaz and Sibirsky are solvent.

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(c) A certificate of the On-Loan Facility Agent (as defined in the Intercreditor Deed) stating that the conditions precedent to the initial advance under the On-Loan Facility Agreement have been satisfied or waived.

4. Finance Documents

Each of the following documents executed by all parties to them (other than the Finance Parties):

(a) This Agreement.

(b) The Intercreditor Deed and the Investor Side Letter.

(c) The Fee Letters.

(d) An amended and restated Flex and Pricing Letter (as defined in the Commitment Letter).

(e) Copies of the agreements in respect of Structural Intra-Group Loans executed by the parties thereto.

(f) A letter between the Facility Agent and the Company in the agreed form dated on or before the Signing Date (and executed by the Company) describing the hedging arrangements to be entered into in respect of the foreign exchange and interest rate liabilities of the Senior Borrower of the Term Facilities under this Agreement (the “Hedging Letter”).

(g) At least two originals of the Transaction Security Documents listed in (A) of Part 2 of this Schedule 2 executed by the Obligor specified opposite the relevant Transaction Security Document.

(h) A copy of all notices required to be sent under such Transaction Security Documents executed by the relevant Obligor and duly acknowledged by the addressee where required by such Transaction Security Document.

(i) A copy (or, in the case of any company incorporated in Cyprus, originals) of all share certificates (if issued), transfers and stock transfer forms or equivalent duly executed by the relevant Obligor in blank in relation to the assets subject to or expressed to be subject to the Transaction Security and documents of title and any other documents to be provided under the Transaction Security Documents.

(j) Undertaking from the registrar of Russian Alcohol Group to register the pledge in favour of the On-Loan Lender on transfer of the shares to the ownership of the Company.

(l) A list of land and buildings to be the subject of Transaction Security in accordance with Schedule 11 (Agreed Security Principles).

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5. Other Finance Documents

Each of the following documents executed by all parties to them (other than the Finance Parties):

(a) the On-Loan Facility Agreement;

(b) the Definitions and Schedules Deed; and

(c) the Guarantee and Deed of Covenants.

6. Contracts

Written acknowledgement in the agreed form executed by the Vendor under the Acquisition Agreement acknowledging the Transaction Security over the Acquisition Agreement.

7. Legal opinions

The following legal opinions, each addressed to the Facility Agent, the Security Agent and the Original Lenders and capable of being relied upon by any persons to become Lenders pursuant to the primary syndication of the Facilities:

(a) A legal opinion of White & Case LLP, London, legal advisers to the Facility Agent and the Mandated Lead Arrangers as to English law.

(b) A legal opinion of the following legal advisers to the Facility Agent and the Mandated Lead Arrangers:

(i) White & Case LLP, Moscow as to Russian law;

(ii) Antis Triantafyllides & Sons as to Cyprus law;

(iii) Arendt Medernach as to Luxembourg law; and

(iv) Mourant as to Guernsey law; and

(v) Binder Grösswang as to Austrian law.

8. Other documents and evidence

(a) Evidence that the Overfunded Amount has been deposited in the Overfunding Account.

(b) Evidence that any process agent referred to in Clause 44.5 (Service of process), if not an Original Obligor, has accepted its appointment.

(c) The Group Structure Chart which shows the Group.

(d) The Base Case Model.

(e) The Reports and, in each case, a letter of reliance addressed to the Finance Parties from each of the authors of the Reports (other than the market report by Bain and Company).

(f) Each of the Company and the Senior Borrower has opened an account with Raiffeisen Zentralbank Österreich AG which account is subject to the Transaction Security.

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(g) Each On-Loan Borrower (other than Sub-Holdco) shall have opened a bank account with ZAO Raiffeisenbank in Moscow and evidence that each such On-Loan Borrower shall have received a “Certificate of Currency Operation” and “Transaction Passport” and shall have irrevocably instructed ZAO Raiffeisenbank to transfer the funds therein to that On-Loan Borrower’s account referred to in paragraph (f) above forthwith upon receipt of such amounts.

(h) A copy of a notification filed by each On-Loan Borrower (other than Sub-Holdco) with the Russian tax authorities with respect to the opening of its accounts with ZAO Raiffeisenbank.

(i) An original of the MDM Discharge Letter.

(j) A copy, certified by an authorised signatory of the Company to be a true copy, of the Original Financial Statements of each Obligor.

(k) Evidence that all Security affecting the Target Group other than Permitted Security have been released (or will be released upon payment of the consideration for the Acquisition).

(l) A copy of the shareholders’ register of each Original Obligor.

(m) Evidence that the fees, costs and expenses then due from the Company or the Company pursuant to the Fee Letters or to Clause 18 (Fees), Clause 19.5 (Stamp taxes) and Clause 23 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

(n) The Funds Flow Statement in a form agreed by the Company and the Facility Agent detailing the proposed movement of funds on or before the Closing Date and the Funding Date in accordance with the Structure Memorandum.

(o) A Certificate of the Company (signed by a director) detailing the estimated Acquisition Costs.

(p) Duly completed Utilisation Requests relating to any Utilisations to be made on the Funding Date under the Facilities.

(q) Federal Antimonopoly Service approval and any other governmental and corporate approvals in Russia or any other relevant jurisdiction required to complete the acquisition of the Target Group pursuant to the Acquisition Agreement and in respect of the acquisition of the Subsidiaries of the Target Companies by the Group and the movement of funds, all as contemplated by the Structure Memorandum at or prior to the Closing Date.

(r) A certificate of the Company (signed by a director) identifying the account banks with which they understand the Target Group maintains material operating accounts.

(s) The “know your client” documentation set out in Schedule 16 (Know your client documentation).

(t) A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent notifies the Company 10 Business Days prior to drawdown is necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

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(u) Evidence that the Escrow Account is funded with at least $30,000,000 of equity or the proceeds of subordinated Shareholder Loans.

(v) Evidence that the Company has the benefit of at least $85,000,000 in security for claims against the Vendor under the Acquisition Agreement.

8. Meeting

A meeting between the management of the Target Group and the Mandated Lead Arrangers.

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Part 2

Transaction Security Documents and Security Related Documents

Transaction Security Documents and Security Related Documents to be delivered by the Original Obligors on the Funding Date

Name of Original Obligor	Transaction Security Document
Company Senior Borrower Sub-Holdco	Cyprus law debentures
Company Senior Borrower Sub-Holdco Parent	English law assignments of (or charges over) intercompany loans including (without limitation) the On-Loan and Acquisition Agreement
Parent	Cyprus law pledge of shares of Company
Company	Cyprus law pledge of shares of Sub-Holdco
Company	Russian law pledge of shares of Russian Alcohol Group
Parent	Russian law pledge of shares of Russian Alcohol Group
Company Senior Borrower Sub-Holdco	Pledges/changes over bank accounts
Company	Security over Escrow Agreement

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Transaction Security Documents and Security Related Documents to be delivered and perfected by an Additional Obligor (or On-Loan Obligor) on or within 90 days following the Funding Date subject to the terms and conditions of this Agreement including (without limitation) the Agreed Security Principles

Name of Additional (On-Loan) Obligor	Secured Asset	Description of Transaction Security (each to be granted in favour of the Security Agent or the On-Loan Lender, as appropriate)
1. OOO Pervy Kupazhny Zavod 2. ZAO Distillery Topaz 3. OOO Bravo Premium 4. ZAO Sibirsky LVZ 5. OOO Glavspirttrest 6. AUK Holdings Limited 7. Vlaktor Trading Limited 8. ZAO Russian Alcohol Group 9. OOO The Trading House Russian Alcohol 10. Any other Material Subsidiary (either at the date of or after the Signing Date)	Guarantee	Guarantee of all Secured Liabilities
	Shares	First ranking share pledge/charge/mortgage over all existing and further issued shares of the company Share certificates (if applicable)
	Land and buildings	First ranking fixed mortgage or charges over all material freehold and leasehold
	Receivables and Material Contracts	Pledge of rights under and/or an assignment of Material Contracts and receivables Notices of acknowledgements of pledge/assignment provided by relevant counterparties
	Insurance Policies	Pledge of rights and/or an assignment of all insurance policies Notices of acknowledgements of pledge/assignment provided by relevant counterparties
	Intellectual Property	First ranking charge over all Material Intellectual Property
	Plant and Machinery	First ranking fixed charge over plant and machinery not otherwise captured by mortgage of real estate
	Accounts	First ranking fixed security over (non Russian) bank accounts other than operational bank account First ranking floating security over (non Russian) operational bank account Direct debit withdrawal rights over Russian bank accounts exercisable upon Declared Default (where applicable)
	General Business	First ranking fixed and floating charge
	Other	Any other security required in accordance with the Agreed Security Principles

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Part 3

Conditions precedent required to be

delivered by an Additional Guarantor

1. An Accession Letter executed by the Additional Guarantor and the Company.

2. A copy of the constitutional documents of the Additional Guarantor.

3. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Guarantor:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute, deliver and perform the Accession Letter and any other Finance Document to which it is party;

(b) authorising a specified person or persons to execute the Accession Letter and other Finance Documents on its behalf;

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d) authorising the Company to act as its agent in connection with the Finance Documents.

4. If applicable, a copy of a resolution of the board of directors of the Additional Guarantor, establishing the committee referred to in paragraph 3 above.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

6. If required under its laws of incorporation, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

7. If required under its laws of incorporation, a copy of a resolution of the board of directors of each corporate shareholder of each Additional Guarantor approving the terms of the resolution referred to in paragraph 6 above.

8. A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

9. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Letter.

10. If available, the latest audited consolidated financial statements of the Additional Guarantor.

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11. The following legal opinions, each addressed to the Facility Agent, the Security Trustee and the Lenders:

(a) A legal opinion of the legal advisers to the Facility Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Letter.

(b) If the Additional Guarantor is incorporated in or has its “centre of main interest” or “establishment” (as referred to in Clause 25.29 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Facility Agent in the jurisdiction of its incorporation, “centre of main interest” or “establishment” (as applicable) and/or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Letter.

12. If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 44.5 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor.

13. Any security documents which, subject to the Agreed Security Principles, are required by the Facility Agent to be executed by the proposed Additional Guarantor.

14. Any notices or documents required to be given or executed under the terms of those security documents.

15. An accession deed to the Intercreditor Deed executed by the Additional Guarantor.

16. An accession deed in respect of agreements relating to the Structural Intra-Group Loans between members of the Group.

17. Any Transaction Passport required in connection with the Additional Guarantor’s performance of its obligations under the Finance Documents.

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SCHEDULE 3

REQUESTS

Part 1

Utilisation Request

Loans

From:         [Senior Borrower] [Company]*

To:             [Facility Agent]

Dated:

Dear Sirs

Nowdo Limited – Senior Facilities Agreement

dated [—] 2008 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

(a) Proposed Utilisation Date: [—] (or, if that is not a Business Day, the next Business Day)

(b) Facility to be utilised:[Facility A]/[Facility B]/[ACR Financing Facility]/[Uncommitted ACR Facility]/[Revolving Facility]**

(c) Currency of Loan: [—]

(d) Amount: [—] or, if less, the Available Facility***

(e) Interest Period: [—]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. [We confirm that the Structural Leverage Ratio is [—] and the Total Leverage is [—].]

4. [The proceeds of this Loan should be credited to [account]].

5. This Utilisation Request is irrevocable.

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Yours faithfully

Chief Financial Officer

[the Company on behalf of the Senior Borrower]*

NOTES:

* Amend as appropriate. The Utilisation Request can be given by the Senior Borrower or by the Company.

** Select the Facility to be utilised and delete references to the other Facilities. After the Funding Date, only the Revolving Facility and ACR Financing Facility may be utilised.

*** If Facility to be utilised is a Term Facility, the amount must be equal to the Available Facility.

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Part 2

Utilisation Request

Letters of Credit

From:         [Senior Borrower] [Company]*

To:             [Facility Agent]

Dated:

Dear Sirs

Nowdo Limited - Senior Facilities Agreement

dated [—] 2008 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to arrange for a Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to do so) on the following terms:

(a) Issuing Bank: [—]

(b) Proposed Utilisation Date: [—] (or, if that is not a Business Day, the next Business Day)

(c) Facility to be utilised: Revolving Facility

(d) Currency of Letter of Credit: [—]

(e) Amount: [—] or, if less, the Available Facility in relation to the Revolving Facility

(f) Term: [—]

3. We confirm that each condition specified in paragraph (c) of Clause 6.5 (Issue of Letters of Credit) is satisfied on the date of this Utilisation Request. We confirm that Total Leverage is [—].

4. We attach a copy of the proposed Letter of Credit.

5. The purpose of this proposed Letter of Credit is [—].

6. This Utilisation Request is irrevocable.

Yours faithfully,

Chief Financial Officer

[The Company on behalf of the Senior Borrower]*

NOTES:

* Amend as appropriate. The Utilisation Request can be given by the Senior Borrower or by the Company.

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Part 3

Selection Notice

Applicable to a Term Loan

From:         [Senior Borrower] [Company]*

To:             [Facility Agent]

Dated:

Dear Sirs

Nowdo Limited - Senior Facilities Agreement

dated [—] 2008 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the Facility [A], [B], [Uncommitted ACR Facility], [ACR Financing Facility] Loan with an Interest Period ending on [—].

3. We request that the next Interest Period for the above Facility [A], [B], [Uncommitted ACR Facility], [ACR Financing Facility] Loan is [—].

4. This Selection Notice is irrevocable.

Yours faithfully

Authorised Signatory for

[the Company on behalf of the Borrower] *

NOTES:

* Amend as appropriate. The Selection Notice can be given by the Senior Borrower or the Company.

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SCHEDULE 4

MANDATORY COST FORMULA

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. Each Lender that wishes to charge its Mandatory Costs shall calculate the relevant cash amount using a rate (the “Additional Cost Rate”) computed in accordance with the paragraphs set out below.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Lender as follows:

in relation to a sterling Loan:

in relation to a Loan in any currency other than sterling:

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in paragraph (a) of Clause 15.3 (Default interest)) payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Facility Agent on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Lender as being the average of the most recent rates of charge supplied by the Reference Banks to the Lender pursuant to paragraph 7 below and expressed in Sterling per £1,000,000.

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5. For the purposes of this Schedule:

(a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e., 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Facility Agent may reasonably require for such purpose.

8. Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.

9. Each Lender shall, if it wishes to charge a Mandatory Cost in respect of a loan inform the Facility Agent of the amount (which shall be expressed in US Dollars) thereof on or before 3.00 p.m. on the Quotation Day of such loan. If a lender fails to specify its cost in compliance with this Schedule or notification thereof is received late, the Facility Agent shall be entitled to assume that the Lender has not incurred any such cost and shall be under no obligation to make a claim therefore on the Senior Borrower.

10. The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

196

12. Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13. The Facility Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

197

SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

KEEP THE ORIGINAL OF THIS DOCUMENT OR ANY CERTIFIED COPIES THEREOF

OUTSIDE THE REPUBLIC OF AUSTRIA. THE TAKING OF THIS DOCUMENT, ANY

CERTIFIED COPY THEREOF OR OF WRITTEN CONFIRMATIONS OR REFERENCES

THERETO INTO THE REPUBLIC OF AUSTRIA AS WELL AS THE PRODUCTION OF SUCH

WRITTEN CONFIRMATIONS OR REFERENCES THERETO (INCLUDING E-MAILS) IN THE

REPUBLIC OF AUSTRIA MAY TRIGGER AUSTRIAN STAMP DUTY.

To:	Raiffeisen Zentralbank Österreich Aktiengesellschaft as Facility Agent
	C/o RZB Austria London Branch
	10 King William Street
	London EC4N 7TW
	Telefax:          +44 20 7933 8022
	Attention:        Mr Stewart Rafter
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:

Nowdo Limited – Senior Facilities Agreement

dated [—] 2008 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is a Transfer Certificate. Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 30.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights (including a proportional part of the Transaction Security) and obligations referred to in the Schedule in accordance with Clause 30.5 (Procedure for transfer).

(b) The proposed Transfer Date is [—].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 37.1 (Communications in writing) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 30.4 (Limitation of responsibility of Existing Lenders and Security Agent).

4. All security in place held by the Security Agent for the Existing Lender’s Commitment shall remain in place but for the benefit of the New Lender.

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

198

6. We refer to Clause 21 (Changes to the Parties) of the Intercreditor Deed:

(a) In consideration of the New Lender being accepted as a Lender for the purposes of the Intercreditor Deed (and as defined therein), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Deed as a Lender, and undertakes to perform all the obligations expressed in the Intercreditor Deed to be assumed by a Lender and agrees that it shall be bound by all the provisions of the Intercreditor Deed, as if it had been an original party to the Intercreditor Deed, and accordingly that it shall enter into and execute the form of creditor deed of accession attached hereto.

(b) The undertakings contained in this Transfer Certificate have been entered into on the date stated above.

7. This Transfer Certificate is governed by English law.

8. This Transfer Certificate is entered into by deed.

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The First Schedule

Commitment/Rights and Obligations to be Transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [—].

[Agent]

By:

200

The Second Schedule

Form of Creditor Deed of Accession

THIS DEED is made on [—]

BETWEEN:

(1) [—] (the “New Senior Lender”); and

(2) [—] in its capacity as Senior Agent under the Intercreditor Deed (as defined below).

RECITALS:

(A) This Deed is supplemental to an intercreditor deed dated [—] 2008 and made between [—](the “Intercreditor Deed”).

(B) This Deed has been entered into to record the accession [name of new Lender] as a Senior Lender] to the Intercreditor Deed.

IT IS AGREED as follows:

1. DEFINITIONS

Words and expressions defined in the Intercreditor Deed have the same meanings when used in this Deed.

2. ACCESSION OF NEW FINANCE PARTY

2.1 The New Senior Lender hereby agrees with each other person who is or who becomes a party to the Intercreditor Deed in accordance with the terms thereof that with effect from the date hereof, it shall comply with and be bound by the terms of the Intercreditor Deed as if it had originally been a Party as a Senior Lender.

2.2 The New Senior Lender confirms that its address for notices for the purposes of Clause 22 (Notices) of the Intercreditor Deed is as follows:

Address:	[—]
Facsimile:	[—]
Attention of:	[—]

[and that it has appointed [—] and [—] as its process agent for the purpose of service of process pursuant to Clause 29.6 (Service of Process) of the Intercreditor Deed].

2.3 [The Senior Agent for itself and the other parties to the Intercreditor Deed other than the New Senior Lender confirms the acceptance of the New Senior Lender as a Senior Lender and a Finance Party for the purposes of the Intercreditor Deed.

3. COUNTERPARTS

This Deed may be executed in counterparts and both of those counterparts taken together shall be deemed to constitute one and the same instrument.

201

4. GOVERNING LAW

This Deed (and any Dispute or Proceedings of whatever nature arising out of or in any way relating to this Deed) shall be governed by and construed in accordance with English law.

IN WITNESS whereof this Deed has been duly executed and delivered as a Deed on the date first above written.

THE NEW SENIOR LENDER
EXECUTED as a DEED by	)
[Name]	)
acting by [a director and its	)
secretary/two directors]	)
Director
Director/Secretary
THE SENIOR AGENT
EXECUTED as a DEED by	)
[            ]	)
Director:
Director/Secretary:

202

SCHEDULE 6

FORM OF ACCESSION LETTER

KEEP THE ORIGINAL OF THIS DOCUMENT OR ANY CERTIFIED COPIES THEREOF

OUTSIDE THE REPUBLIC OF AUSTRIA. THE TAKING OF THIS DOCUMENT, ANY

CERTIFIED COPY THEREOF OR OF WRITTEN CONFIRMATIONS OR REFERENCES

THERETO INTO THE REPUBLIC OF AUSTRIA AS WELL AS THE PRODUCTION OF SUCH

WRITTEN CONFIRMATIONS OR REFERENCES THERETO (INCLUDING E-MAILS) IN THE

REPUBLIC OF AUSTRIA MAY TRIGGER AUSTRIAN STAMP DUTY.

To:	Raiffeisen Zentralbank Österreich Aktiengesellschaft
	C/o RZB Austria London Branch
	10 King William Street
	London EC4N 7TW
	Telefax:                 +44 207 933 8022
	Attention:             Mr Stewart Rafter
From:	[Subsidiary] and [Company]

Dated:

Dear Sirs

Nowdo Limited – Senior Facilities Agreement

dated [—] 2008 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is an Accession Letter. Terms defined in the Facilities Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [Subsidiary] agrees to become an Additional Guarantor and to be bound by the terms of the Facilities Agreement, the Intercreditor Deed and the other Finance Documents as an Additional Guarantor pursuant to Clause 31.2 (Additional Guarantors) of the Facilities Agreement and as an [Obligor] [and] [—] pursuant to Clause 25 of the Intercreditor Deed. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company and registered number [—] [Subsidiary] is aware that the guarantee is for all present and future obligations of the Senior Borrower as provided in Clause 24.5 (Guarantor Intent) of the Facilities Agreement.

3. [Subsidiary’s] administrative details are as follows:

Address:

Fax No.:

Attention:

4. This Accession Letter is governed by English law.

This Accession Letter is entered into by deed.

[Company] [Subsidiary]

203

SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATE

To:       [—] as Facility Agent

From:   [Company]

Dated:

Dear Sirs

Nowdo Limited – Senior Facilities Agreement

dated [—] 2008 (the “Facilities Agreement”)

1. We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that:

[Insert details of covenants to be certified].

[We confirm that Total Leverage is [—]:1 and that, therefore, the Facility A Margin should be [—] per cent., the Facility B Margin should be [—] per cent., the ACR Financing Facility [—] the Revolving Facility Margin should be [—] per cent.]

3. [We confirm that no Default is continuing.]

4. [We confirm that the following companies constitute Material Companies for the purposes of the Facilities Agreement: [—].]

5. We confirm that the aggregate revenues, EBITDA and gross assets of the Guarantors (calculated on an unconsolidated basis and excluding all intra-group items and investments in Subsidiaries of any member of the Group) exceeds 85 per cent. of the revenues, EBITDA and gross assets of the Group, taken as a whole .

Signed
	Director of Company	Director of Company

[Insert confirmation by Auditors]

for and on behalf of

[name of Auditors of the Company]**

* If this statement cannot be made, the certificate should identify any Default that is continuing, and the steps, if any, being taken to remedy it.

** Only applicable if the Compliance Certificate accompanies the audited financial statements and is to be signed by the Auditors.

204

SCHEDULE 8

LMA FORM OF CONFIDENTIALITY UNDERTAKING

Re:	Senior Facilities made available pursuant to the Senor Facilities Agreement dated [—] 2008 between, inter alios, Pasalba Limited as the Company, Raiffeisen Zentralbank Österreich AG as Facility Agent and The Law Debenture Trust Corporation plc (the “Facilities”)
Senior Borrower:	(the “Senior Borrower”)
Amount:
Agent:

Date:

Dear Sirs

We understand that you are considering participating in the Facilities. In consideration of us agreeing to make available to you certain information and to prevent front-running of the Facilities, by your signature of a copy of this letter you agree as follows:

(A) CONFIDENTIALITY

1. Confidentiality Undertaking

You undertake:

(a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph A3 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;

(b) to keep confidential and not disclose to anyone except as provided for by paragraph A3 below the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facilities;

(c) to use the Confidential Information only for the Permitted Purpose; and

(d) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph A3(b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it.

2. Representation

By entering into this letter, you represent and warrant as at the date of this letter that you are not a Competitor.

205

3. Permitted Disclosure

We agree that you may disclose Confidential Information and those matters referred to in paragraph 1(b) above:

(a) to members of the Participant Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Participant Group;

(b) (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Participant Group; or

(c) with the prior written consent of us and the Senior Borrower.

4. Notification of Required or Unauthorised Disclosure

You agree (to the extent permitted by law and except where disclosure is to be made to any competent supervisory or regulatory body during the ordinary course of its supervisory or regulatory function over you) to inform us of the full circumstances of any disclosure under paragraph A3(b) or upon becoming aware that Confidential Information has been disclosed in breach of this letter.

5. Return of Copies

If we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph A3(b) above.

6. Continuing Obligations

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease on the earlier of (a) the date you become a party to or otherwise acquire (by assignment or otherwise) a direct interest in the Facilities; and (b) eighteen months from the date of this letter.

7. No Representation; Consequences of Breach, etc

You acknowledge and agree that:

(a) neither we nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or any member of the Group or

206

the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or any member of the Group or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and

(b) we or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person or member of the Group may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

8. No Waiver; Amendments, etc

This letter sets out the full extent of your obligations of confidentiality owed to us in relation to the information the subject of this letter. No failure or delay in exercising any right, power or privilege under this letter will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges under this letter. The terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us.

9. Inside Information

You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

10. Nature of Undertakings

The undertakings given by you under Part A of this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Senior Borrower and each other member of the Group.

(B) FRONT RUNNING - PARTICIPANT

No Front Running Undertaking

You acknowledge and agree that:

(a) you will not, and you will procure that no other member of the Participant Group will engage in any Front Running;

(b) if you or any other member of the Participant Group engages in any Front Running we may suffer loss or damage and your position in future financings with us and the Senior Borrower may be prejudiced;

(c) if you or any other member of the Participant Group engages in any Front Running we retain the right not to allocate to you a commitment under the Facilities;

(d) Any arrangement, front-end or similar fee which may be payable to you in connection with the Facilities is only payable on condition that neither you nor any other member of the Participant Group has breached the terms of this Part B of this letter. This condition is in addition to any other conditions agreed between us in relation to your entitlement to any such fee.

207

(e) you confirm that neither you nor any other member of the Participant Group has engaged in any Front Running.

When you sign the Facility Agreement and any transfer document under the Facility Agreement (in the case of any transfer document, only if signed within three months after the close of primary syndication), you will, if we so request, confirm to us in writing that neither you nor any other member of the Participant Group has breached the terms of this Part B of this letter.

(C) FRONT RUNNING - ARRANGER

No Front Running Undertaking

On our receipt of a copy of this letter signed by you, we acknowledge and agree that:

(a) we will not, and we will procure that no other member of the Mandated Lead Arranger Group will engage in any Front Running;

(b) if we or any other member of the Mandated Lead Arranger Group engages in any Front Running you may suffer loss or damage.

(D) MISCELLANEOUS

1. Third party rights

(a) Subject to paragraph A6 and paragraph A9 the terms of this letter may be enforced and relied upon only by you and us and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

(b) Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person or any member of the Group to rescind or vary this letter at any time.

2. Governing Law and Jurisdiction

This letter (including the agreement constituted by your acknowledgement of its terms) shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.

3. Definitions

In this letter (including the acknowledgement set out below):

“Mandated Lead Arranger Group” means us, each of our holding companies and subsidiaries and each subsidiary of each of our holding companies (as each such term is defined in the Companies Act 1985) and each of our or their directors, officers and employees (including any sales and trading teams) provided that when used in this letter in respect of an Mandated Lead Arranger it applies severally only in respect of that Mandated Lead Arranger, each of that Mandated Lead Arranger’s holding companies and subsidiaries, each subsidiary of each of its holding companies and each director, officer and employee (including any sales and trading teams) of that Mandated Lead Arranger or any of the foregoing and not, for the avoidance of doubt, those of another Mandated Lead Arranger.

“close of primary syndication” means the time we notify the parties participating as lenders of record in primary syndication as to the allocation of commitments relating to the Facilities.

208

“Competitor” means any person (including a person acting as agent for such person):

(a)	(i)	whose primary business in the ordinary course of trading is the provision, manufacture and sale of spirits and long drinks; and
	(ii)	which is in direct competition with any member of the Group in any of the fields described in paragraph (i) above and in any market in which a member of the Group carries on its business; or
(b)	which holds more than 50 per cent. of the issued share capital of any person falling within paragraph (a) above.

“Confidential Information” means any information relating to the Senior Borrower, the Group, and the Facilities provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you after that date, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality.

the “Facility Agreement” means the facility agreement to be entered into in relation to the Facilities.

a “Facility Interest” means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the Facilities, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method.

“Front Running” means undertaking any of the following activities prior to the close of primary syndication which is intended to or is reasonably likely to encourage any person to take a Facility Interest except as a lender of record in primary syndication:

(a) communication with any person or the disclosure of any information to any person in relation to a Facility Interest;

(b) making a price (whether firm or indicative) with a view to buying or selling a Facility Interest; or

(c) entering into (or agreeing to enter into) any agreement, option or other arrangement, whether legally binding or not, giving rise to the assumption of any risk or participation in any exposure in relation to a Facility Interest,

excluding where any of the foregoing is:

(i) made to or entered into by you with another member of the Participant Group (in the case of the undertaking made by you in this letter) or by us with another member of the Mandated Lead Arranger Group (in the case of the undertaking made by us in this letter); or

(ii) an act of a member of the Participant Group (in the case of the undertaking made by you in this letter) or the Mandated Lead Arranger Group (in the case of the undertaking made by us in this letter) who in each case is operating on the public side of an information barrier unless such person is acting on the instructions of a person who has received Confidential Information and is aware of the proposed Facility.

209

“Group” means the Senior Borrower and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies (as each such term is defined in the Companies Act 1985).

“Participant Group” means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies (as each such term is defined in the Companies Act 1985) and where such term is used in Part B of this letter and the definition of “Front Running” each of your or their directors, officers and employees (including any sales and trading teams).

“Permitted Purpose” means considering and evaluating whether to enter into the Facilities.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

For and on behalf of

[—]

Date:

To:

210

The Borrower and each other member of the Group.

We acknowledge and agree to the above:

For and on behalf of

[Potential Lender]

211

SCHEDULE 9

TIMETABLES

Part 1

Loans

	Loans in US dollars	Loans in other currencies
Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request) or a Selection Notice (Clause 16.1 (Selection of Interest Periods and Terms)	U-3 9.30 a.m.	U-4 9.30 a.m.
Facility Agent notifies the Lenders of the Optional Currency		U-4 3.00 p.m.
Facility Agent receives a notification from a Lender under Clause 8.2 (Unavailability of a currency)		U-3 9.30 a.m.
Facility Agent gives notice in accordance with Clause 8.2 (Unavailability of a currency)		U-3 11.00 a.m.
Facility Agent notifies the Company if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies)	-	U-3 noon
Facility Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under paragraph (c) of Clause 5.4 (Lenders’ participation)		U-3 Noon
Facility Agent notifies the Lenders of the Loan in accordance with paragraph (c) of Clause 5.4 (Lenders’ participation)	U-3 5.00 p.m.	U-3 5.00 p.m.
Facility Agent determines amount of the Loan in Optional Currency in accordance with Clause 35.9 (Change of currency)		U-3 11.00 a.m.
IBOR is fixed	Quotation Day as of 11:00 a.m. (London time) in respect of LIBOR, as of 11:00 a.m. (Brussels time) in respect of EURIBOR	Quotation Day as of 11:00 a.m.

“U”       =         date of utilisation

“U - X” =         X Business Days prior to date of utilisation

212

Part 2

Letters of Credit

	Letters of Credit
Delivery of a duly completed Utilisation Request (Clause 6.2 (Delivery of a Utilisation Request for Letters of Credit)
Facility Agent determines (in relation to a Utilisation) the Base Currency Amount of the Letter of Credit if required under paragraph (d) of Clause 6.5 (Issue of Letters of Credit) and notifies the Issuing Bank and Lenders of the Letter of Credit in accordance with paragraph (d) of Clause 6.5 (Issue of Letters of Credit).
Delivery of duly completed Renewal Request

“U”     =         date of utilisation

“U-X” =         Business Days prior to date of utilisation

213

SCHEDULE 10

FORM OF LETTER OF CREDIT

To:         [Beneficiary](the “Beneficiary”)

[Date]

Irrevocable Standby Letter of Credit no. [—]

At the request of [—], [Issuing Bank] (the “Issuing Bank”) issues this irrevocable standby Letter of Credit (“Letter of Credit”) in your favour on the following terms and conditions:

1. Definitions

In this Letter of Credit:

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].

“Demand” means a demand for a payment under this Letter of Credit in the form of the Schedule to this Letter of Credit.

“Expiry Date” means [—].

“Total L/C Amount” means [—].

2. Issuing Bank’s agreement

(a) The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the Issuing Bank a duly completed Demand. A Demand must be received by the Issuing Bank by no later than [—] p.m. ([London] time) on the Expiry Date.

(b) Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably undertakes to the Beneficiary that, within [10] Business Days of receipt by it of a Demand validly presented under this Letter of Credit, it will pay to the Beneficiary the amount which is demanded for payment in that Demand.

(c) The Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a result the aggregate of all payments made by it under this Letter of Credit would exceed the Total L/C Amount.

3. Expiry

(a) The Issuing Bank will be released from its obligations under this Letter of Credit on the date (if any) notified by the Beneficiary to the Issuing Bank as the date upon which the obligations of the Issuing Bank under this Letter of Credit are released.

(b) Unless previously released under paragraph (a) above, on [—] p.m. ([London] time) on the Expiry Date the obligations of the Issuing Bank under this Letter of Credit will cease with no further liability on the part of the Issuing Bank except for any Demand validly presented under the Letter of Credit prior to that time that remains unpaid.

(c) When the Issuing Bank is no longer under any further obligations under this Letter of Credit, the Beneficiary must return the original of this Letter of Credit to the Issuing Bank.

214

4. Payments

All payments under this Letter of Credit shall be made in [•] and for value on the due date to the account of the Beneficiary specified in the Demand.

5. Delivery of Demand

Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the Issuing Bank at its address and by the particular department or office (if any) as follows:

[—]

6. Assignment

The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.

7. ISP

Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590.

8. Governing Law

This Letter of Credit is governed by English law.

9. Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit.

Yours faithfully

[Issuing Bank]

By:

215

Schedule

Form of Demand

To: [Issuing Bank]

[Date]

Dear Sirs

Standby Letter of Credit no. [—] issued in favour of [Beneficiary] (the “Letter of Credit”)

We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand.

1. We certify that the sum of [—] is due [and has remained unpaid for at least [—] Business Days] [under [set out underlying contract or agreement]]. We therefore demand payment of the sum of [—].

2. Payment should be made to the following account:

Name:

Account Number:

Bank:

3. The date of this Demand is not later than the Expiry Date.

Yours faithfully

(Authorised Signatory) (Authorised Signatory)

For

[Beneficiary]

216

SCHEDULE 11

AGREED SECURITY PRINCIPLES

1. Considerations

In determining what security will be provided in support of this Agreement the following matters will be taken into account:

(a) any limitation imposed by applicable law or arising by reason of fiduciary duties owed by the directors;

(b) any other potential liabilities of the directors;

(c) the total cost of the guarantees and security, which will be reasonable in all the circumstances and not disproportionate to the benefit obtained by the beneficiaries of the security;

(d) the benefit obtained by the beneficiaries of the guarantees and security;

(e) whether the provision of the guarantees and security would impose an undue administrative burden on, or material inconvenience to the ordinary course of operations of, the provider of the guarantees and security or cause a Material Adverse Effect; and

(f) where assets or shares (other than shares in Subsidiaries or the Company) are subject to third party arrangements (including shareholder agreements or joint venture agreements) which prevent those assets from being charged (the Group to use all reasonable efforts to obtain consents therefor).

2. Guaranteed/Secured Liabilities

(a) The obligations to be guaranteed by the Guarantors or the On-Loan Guarantors and secured by the Transaction Security Documents are the Secured Liabilities. “Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Obligor or On-Loan Obligor to the Finance Parties (or any of them) or, as the case may be, the lender of the On-Loan under each or any of the Finance Documents and together with all costs, charges and expenses incurred by any Finance Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents (as the case may be) or any other document evidencing or securing any such liabilities.

(b) The security is, where legal and practical, to be granted in favour of the Security Agent on behalf of the Secured Parties and otherwise to each of the Secured Parties. The security pursuant to the On-Loan Finance Documents is, to be granted in favour of the lender of the On-Loan.

(c) If local counsel to the Secured Parties advise that it is necessary to do so and then only to the extent required under local law, the obligations guaranteed and/or secured by any Obligor or On-Loan Obligor will be limited:

(i) to avoid any breach of financial assistance legislation;

(ii) to ensure there is corporate benefit;

217

(iii) to avoid any fraudulent preference or its equivalent;

(iv) to avoid any problems arising under any thin capitalisation rules;

(v) to avoid any breach of any law or regulation of any applicable jurisdiction; or

(vi) to avoid any criminal or personal liability of the directors of that Obligor or On-Loan Obligor.

Each Obligor or On-Loan Obligor will use all reasonable endeavours to ensure that corporate benefit accrues to it and will ensure that each other Obligor uses reasonable endeavours to ensure that corporate benefit accrues to that Obligor or On-Loan Obligor.

3. Shares

(a) First ranking fixed share pledges or charges will be taken over the shares in each of the Obligors, the Target Group and all Material Subsidiaries.

(b) Where possible under local law, an equitable mortgage (or its equivalent in the local jurisdiction) over shares will be granted to the Security Agent (in connection with the On-Loan) the lender of the On-Loan. In jurisdictions where local counsel to the Secured Parties advise that it is necessary for perfection of the security that a legal mortgage over shares must be granted, and subject to the Security Agent being satisfied there will be no adverse consequences to it, share certificates will be written up in the name of the Security Agent or such lender and delivered to the Security Agent, together with a certified copy of the company register showing the Security Agent or such lender as the legal owner. In such circumstances where the Security Agent or such lender cannot be registered as legal owner under local law, share charges or pledges will be taken under which the chargor or pledgor will be required, subject to local laws, to transfer the shares to the Security Agent (or its nominee or an insolvency official) or such lender or its nominee (as an insolvency official) following enforcement of the security.

(c) The legal mortgages and share charges or pledges referred to above will contain provisions to ensure that, until the occurrence of a Declared Default, the grantor of the security is entitled to:

(i) receive dividends unless the payment of those dividends is prohibited by any other Finance Document; and

(ii) exercise voting rights, unless it is reasonably likely to be materially prejudicial to the validity or enforceability of the security created or would impair the value of the shares charged.

However, after a Declared Default, the voting and dividend receipt rights may only be exercised by the Security Agent or, as the case may be, the lender of the On-Loan.

(d) Share certificates in respect of certificated stock which are not written up in the name of the Security Agent. or, as the case may be, the lender of the On-Loan must be delivered to the Security Agent together (where customary) with executed (in blank) pre-stamped share transfer forms or (where customary) those share certificates will be endorsed in blank.

218

(e) Any security over shares should be noted in the appropriate corporate register of shareholders where necessary to perfect the security.

(f) Unless required by law, the constitutional documents of the grantor of the security will be amended to remove any restriction on the transfer or the registration of the transfer of the shares. This would include, for example, pre-emption rights or directors’ rights to refuse to register share transfers.

(g) Security over shares will, where possible, automatically charge any further shares issued.

4. Land and Buildings

(a) First ranking fixed mortgages or charges over all material land both freehold and leasehold (subject to any prior rights of any freeholder or third party which are not waived) together with plant, equipment and other fixed assets on the land.

(b) Any mortgage or charge over real estate will charge all interests in land and buildings, except where the granting of the security would contravene any legal or contractual prohibition. In this case, the proposed grantor of the security must use all reasonable endeavours to remove the prohibition before or within 60 days of the making of the first utilisation. It will also include a fixed charge over all material plant, equipment and other fixed assets on the land. All insurance policies relating to the real estate will, where possible under local law, be assigned in favour of the Security Agent or, where advisable under local law, the lender of the On-Loan.

5. Receivables

(a) Receivables of an Obligor will be collected by that Obligor in the ordinary course of its business and paid into designated accounts. The Obligor will be entitled to use the proceeds of the receivables until the occurrence of a Declared Default.

(b) Except in respect of the Material Contracts referred to in paragraph 8 below, notification to debtors will not be required until an Event of Default has occurred.

6. Insurances

Insurance policies will be, where possible under local law and to the extent capable of being charged, be assigned in favour of the Security Agent or, where advisable under local law, the lender of the On-Loan. Proceeds of insurance are to be applied in accordance with the terms of this Agreement.

7. Material Contracts and Claims

(a) All Material Contracts will be assigned or charged in favour of the Security Agent or, where advisable under local law, the lender of the On-Loan.

(b) The relevant Group members will be required to notify counterparties to Material Contracts that have been assigned or charged under the Transaction Security Documents.

8. Security over Material Intellectual Property

(a) All Material Intellectual Property will be charged in favour of the Security Agent or, where advisable under local law, the lender of the On-Loan.

219

(b) Registration of security interests over all registrable Material Intellectual Property is to be made in all relevant local registries in which the grantor of the security is resident or carries on material business.

(c) Material Intellectual Property will be defined as intellectual property which is necessary to the carrying out of the Group’s business.

9. Plant and Machinery

Fixed security will be taken over material plant and machinery to the extent it is not included in any mortgage of land in favour of the Security Agent or, where advisable under local law, the lender of the On-Loan.

10. Accounts

(a) Fixed security will be taken over all bank accounts in the Group, except that any account held by the Target for operational purposes may be subject to floating security.

(b) Cash is to be held in designated accounts charged to the Finance Parties or, as the case may be, subject to withdrawal rights agreements in respect of accounts located in Russia.

(c) Until the occurrence of a Declared Default the Obligors are to be free to withdraw cash from their accounts to make payments permitted by this Agreement.

11. General business charge

Floating charges and general business charges will be taken where available.

12. Perfection

(a) Registration, when required or where customary under the relevant local law (as determined by local counsel to the Facility Agent), and other legal formalities will be completed as soon as practicable after security is granted and, in any event, within the time periods recommended by local counsel.

(b) Where it is customary (as determined by local counsel to the Facility Agent), a Security Document will contain a power of attorney allowing the Security Agent and/or any other relevant person to perform on behalf of the grantor of the security, its obligations under that Security Document following a breach by the grantor in complying with those obligations or on the occurrence of or to prevent the occurrence of an Event of Default.

(c) Where it is customary (as determined by local counsel to the Secured Parties) documents of title relating to the assets charged will be required to be delivered to the Security Agent or any other custodian as is required by the Lenders.

13. Consistency with Facility Agreements

Any representation, warranty or undertaking which it is usual or customary to include in a Security Document will reflect (to the extent to which the subject matter of the representation, warranty or undertaking is the same as the corresponding representation, warranty or undertaking in this Agreement) the commercial deal contained in this Agreement unless counsel to the Facility Agent consider it necessary (acting reasonably) to include any further

220

provisions (or deviate from those contained in this Agreement) in order to protect or preserve the security granted to the Secured Parties or, where advisable under local law, the lender of the On-Loan.

14. Enforcement

The security will become enforceable on the occurrence of a Declared Default under this Agreement.

15. Cost and expenses

(a) All costs, fees, taxes and other amounts (including notarial fees, taxes, legal fees (subject to the agreed cap), registration fees, stamp duties etc) properly incurred by any Mandated Lead Arranger, Facility Agent or Security Agent in connection with the negotiation or execution of any documentation in connection with the guarantee and security package will be for the account of the relevant Obligor.

(b) All costs, fees, taxes and other amounts (including notarial fees, taxes, legal fees, translation costs, registration fees, stamp duties etc) incurred by any Finance Party in connection with the enforcement of the security and guarantee package will be for the account of the relevant Obligor or On-Loan Obligor.

221

SCHEDULE 12

GROUP STRUCTURE CHART

SCHEDULE 13

BASE CASE MODEL

SCHEDULE 14

FACILITY REPAYMENT DATE INSTALMENTS

Part 1

Facility A Repayment Date Instalments

Facility A Repayment Date (months from Funding Date)	Repayment Instalment
15	2.50%
21	5.00%
27	12.50%
33	5.00%
39	12.50%
45	10.00%
51	10.00%
57	10.00%
63	10.00%
69	10.00%
72	Any amount of the Facility A Loans remaining outstanding

Part 2

Acquisition, Capex & Receivable Financing Facility Repayment Date Instalments

Acquisition, Capex & Receivable Financing Facility Repayment Date (months from Funding Date)	Repayment Instalment
54	12.50%
60	12.50%
66	37.50%
72	100% of the remaining amount outstanding

SCHEDULE 15

INDICATIVE LIST OF MATERIAL COMPANIES

OOO Pervy Kupazhny Zavod

ZAO Distillery Topaz

OOO Bravo Premium

ZAO Sibirsky LVZ

OOO Glavspirttrest

AUK Holdings Limited

Vlaktor Trading Limited

ZAO Russian Alcohol Group

OOO The Trading House Russian Alcohol

SCHEDULE 16

KNOW YOUR CLIENT DOCUMENTATION

1. Lion Capital and each other Investor

(A) Anti Money Laundering Representation Letter.

(B) Corporate documents of each Investor and CayCo:

(i) Articles of Association & Articles of Incorporation;

(ii) Certificate of Incorporation;

(iii) Certificate of Registration/ extract of company register;

(iv) Certificate of Registered address;

(v) Certificate of shareholder;

(vi) Certificate of Directors;

(vii) Proof of ownership; and

(viii) All amendments and additions to the above (if any) together with the certificates evidencing that these additions and amendments have been registered (as required).

(C) Details of full legal company name, form of organization, date of incorporation, country of incorporation, and registered address (to the extent not evidenced by the documents required in paragraph (B)).

(D) Board Resolution or Power of Attorney issued by subscribers/first directors providing for necessary authorizations (including specimen signatures).

(E) Details of full name and copy of the international passport for each authorised signatory of each Investor.

(F) Proof that CayCo is owned by Cayman LP.

(G) Partnership Agreement of Cayman LP (which should identify the names of the relevant GS Funds and Lion Funds).

(H) Proof of identity of the limited partners and the general partner investing through Cayman LP.

(I) Proof that the GS Funds investing through Cayman LP are owned by The GS Group, Inc..

(J) Proof that the Lion Funds investing through Cayman LP are owned by Lion Capital LLP.

(K) If CEDC is investing via an SPV:

(i) Full legal name of that SPV;

(ii) Articles of Association/Statute of that SPV;

(iii) Certificate of Incorporation of that SPV;

(iv) Certificate of Registration of that SPV;

(v) Extract from the Company Register for legal entities of the entry for that SPV; and

(vi) Proof that the SPV is owned by CEDC Group or a subsidiary of CEDC Group.

(L) Confirmation as to whether or not Lion Guernsey will be incorporated for longer than 1 day. If so, the documents referred to in paragraph (B) above, including proof of ownership by Lion Capital LLP, will be required.

Copies of documents to be certified or notarised and apostilled where applicable

If any Certificate of Incorporation is older than 3 months, a Certificate of Good Standing or a fresh copy/excerpt of the Commercial Register is also required.

2. Borrower and Original Guarantors and Parent

(A) Details of ownership structure.

Structure of shareholders and subsidiaries of Pasalba Ltd, through to the ultimate beneficial owner(s) including addresses, and number and par value of shares held.

(B) Corporate documents of Pasalba Ltd., Nowdo Limited, Latchey Limited and Parent:

(i) Articles of Association & Articles of Incorporation;

(ii) Certificate of Incorporation;

(iii) Certificate of Registration;

(iv) Certificate of Registered address;

(v) Certificate of shareholder;

(vi) Certificate of Directors;

(vii) Proof of ownership; and

(viii) All amendments and additions to the above (if any) together with the certificates evidencing that these additions and amendments have been registered (as required).

(C) Details of full legal company name, form of organization, date of incorporation, country of incorporation, and registered address (to the extent not evidenced by the documents required in paragraph (B)).

(D) Confirmation from Pasalba Ltd that it acts on its own account when concluding the finance documents.

(E) Confirmation from Pasalba Ltd that its registered office is also the place of its central management.

(F) Cyprus Pasalba Ltd directors:

(i) List of all directors;

(ii) Residence/utility bill for each director that is not a Russian citizen;

(iii) Copy of Board Resolution confirming appointment and signing authority of each director; and

(iv) Powers of Attorney and specimen signatures of each director.

(G) Proof that Nowdo Limited is owned by Orphan Trust, including confirmation of Pasalba Ltd. owning the golden share.

(H) Board Resolution or Power of Attorney issued by subscribers/first directors providing for necessary authorizations (including specimen signatures).

(I) Copy of the international passport for each director (if Russian, to include confirmation of residence) and authorised signatory of Pasalba Ltd.

Copies of documents to be certified or notarised and apostilled where applicable

If any Certificate of Incorporation is older than 3 months, a Certificate of Good Standing or a fresh copy/excerpt of the Commercial Register is also required.

3. Material Subsidiaries of the Target Group

(A) Details of ownership structure.

Structure of shareholders and subsidiaries of the Target Group (including the Vendor 5 SPVs), through to the ultimate beneficial owner(s) including addresses, and number and par value of shares held

(B) Corporate documents of each Material Subsidiary or potential On-Loan Obligor:

(i) Articles of Association & articles of incorporation;

(ii) Certificate of Incorporation;

(iii) Certificate of Registration;

(iv) Certificate of Registered address;

(v) Certificate of shareholder / extract of company register;

(vi) Certificate of Director;

(vii) Equivalent documents for each Material Subsidiary that is not an incorporated entity; and

(viii) All amendments and additions to the above (if any) together with the certificates evidencing that these additions and amendments have been registered (as required).

(C) Corporate documents of each Russian Material Subsidiary or potential On-Loan Obligor (to the extent not included in (A) or (B) above):

(i) Corporate Charter with all amendments and additions (if any) together with the certificates evidencing that these additions and amendments have been registered;

(ii) Constitutive Agreement (for limited liability companies) with all amendments and additions (if any) together with the certificates evidencing that these additions and amendments have been registered;

(iii) State Registration Certificate

(iv) Extract from the State Registry of the Legal Entities

(v) Tax Number Certificate

(vi) Goskomstat Certificate

(vii) General Director appointment; and

(viii) Shareholders (owners) structure.

(D) Details of full legal company name, form of organization, date of incorporation, country of incorporation, and registered address (to the extent not evidenced by the documents required in paragraph (B) or (C)).

(E) Board Resolution or Power of Attorney of each Material Subsidiary issued by subscribers/first directors providing for necessary authorizations (including specimen signature).

(F) Details of the full name and copy of the international passport for each director and authorised signatory of each Material Subsidiary and each potential On-Loan Obligor, and the current beneficial owners (if individuals) of each Material Subsidiary and each potential On-Loan Obligor.

(G) Details of the full name of the general directors of the following companies (to the extent not required in paragraph (F)):

(i) ZAO Mid Russian Distilleries;

(ii) OOO Perviy Kupazhnskiy Zavod;

(iii) OOO The Trading House ‘Russian Alcohol;

(iv) OOO The Trading House ‘Russian Alcohol Centre; and

(v) OOO The Trading House Russian Alcohol North-West.

(H) Audited financials (if applicable) of the group including the On-loan Borrower(s) for the last 2 years (if applicable).

(I) Confirmation from the On-Loan Borrower(s) that it acts on its own account when concluding the finance documents.

(J) Confirmation from the On-Loan Borrower(s) that its registered office is also the place of its central management.

(K) Anything else that any Lender requires on a reasonable basis so as ensure its compliance with any “know your customer” or similar identification procedures that apply to that Lender.

Copies of documents to be certified or notarised and apostilled where applicable

SCHEDULE 17

ACCEPTABLE BANKS

ZAO Raiffeisenbank

Closed Joint Stock Company Unicredit Bank

Sberbank (Savings Bank of Russia)

JSC VTB Bank (VTB Bank (open joint stock company))

Alfa-Bank

Gazprombank

Petrocommerzbank

MDM Bank

SIGNATURES

The Senior Borrower

NOWDO LIMITED

By: /s/ Arjan Schaapman                        

Name: Arjan Schaapman

Title:

Address:

Fax: + 357 25 818 791

Attention: Arjan Schaapman

The Company

PASALBA LTD

By: /s/ Arjan Schaapman                

Name: Arjan Schaapman

Title:

Address:

Fax: + 357 25 818 791

Attention: Arjan Schaapman

The Original Guarantors

PASALBA LTD

By: /s/ Arjan Schaapman                

Name: Arjan Schaapman

Title:

Address:

Fax: + 357 25 818 791

Attention: Arjan Schaapman

LATCHEY LIMITED

By: /s/ Arjan Schaapman                

Name: Arjan Schaapman

Title:

Address:

Fax: + 357 25 818 791

Attention: Arjan Schaapman

The Mandated Lead Arrangers

GOLDMAN SACHS INTERNATIONAL

By: /s/ J. Littleton Glover III                

Name: J. Littleton Glover III

Title: Managing Director

BANK AUSTRIA CREDITANSTALT AG

By: /s/ Peter Nachtnebel                                         /s/ Andrea Leopold                

Name: Peter Nachtnebel                                             Andrea Leopold                

Title: Managing Director                                            Vice President

ING BANK N.V., LONDON BRANCH

By: /s/ Martyn Bruins                                    /s/ David Ryba                

Name: Martyn Bruins                                          David Ryba

Title: Managing Director                                    Director

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

By: /s/ A. Fischer                                    /s/ E. Winkler                

Name: A. Fischer                                          E. Winkler

Title:

The Original Lenders

GOLDMAN SACHS CREDIT PARTNERS, L.P.

By: /s/ J. Littleton Glover III                

Name: J. Littleton Glover III

Title: Managing Director

BANK AUSTRIA CREDITANSTALT AG

By: /s/ Peter Nachtnebel                                    /s/ Andrea Leopold                

Name: Peter Nachtnebel                                          Andrea Leopold

Title: Managing Director                                          Vice President

ING BANK N.V., DUBLIN BRANCH

By: /s/ Sean Hassett                                    /s/ Maurice Kenny                

Name: Sean Hassett                                          Maurice Kenny

Title: Director                                                    Director

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

By: /s/ A. Fischer                                    /s/ E. Winkler                

Name: A. Fischer                                        E. Winkler

Title:

The Facility Agent

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

By: /s/ A. Fischer                                    /s/ E. Winkler                

Name: A. Fischer                                          E. Winkler

Title:

The Security Agent
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
By:	/s/ Richard Rance
Name:	Richard Rance
Title:	Director

Address:	Fifth Floor, 100 Wood Street, London EC2V 7EX
Fax:	+44 20 7606 0643
Attention:	The Manager, Commercial Trusts
Trust code:	99434

EX-10.2

Exhibit 10.2

Dated 10 July 2008

INTERCREDITOR DEED

Between

LION/RALLY LUX 2 S.A. R.L.

as a Shareholder Creditor

LION/RALLY LUX 3 S.A. R.L.

as the Parent

PASALBA LTD

as the Company

NOWDO LIMITED

as the Original Senior Borrower

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

as Senior Agent and On-Loan Facility Agent

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

as Security Agent

THE ISSUING BANK

as the Original Issuing Bank

THE ORIGINAL SENIOR LENDERS

THE ORIGINAL INTRAGROUP CREDITORS

THE ORIGINAL INTRAGROUP DEBTORS

THE ORIGINAL HEDGE PROVIDER

THE ORIGINAL OBLIGORS

and (following accession hereto)

THE SENIOR LENDERS

THE INTRAGROUP CREDITORS

THE INTRAGROUP DEBTORS

THE HEDGE PROVIDERS

White & Case LLP

5 Old Broad Street

London EC2N 1DW

TABLE OF CONTENTS

		Page
1.	INTERPRETATION	2
2.	PRIORITIES AND SUBORDINATION	11
3.	SENIOR LIABILITIES	12
4.	HEDGING LIABILITIES	13
5.	INTRAGROUP LIABILITIES	18
6.	SHAREHOLDER CREDITOR LIABILITIES	21
7.	PAYMENT STOP	21
8.	TURNOVER	22
9.	PROTECTION OF SUBORDINATION	23
10.	SUBORDINATION ON INSOLVENCY	25
11.	FAILURE OF TRUSTS	26
12.	ENFORCEMENT OF SECURITY	27
13.	APPLICATION OF RECOVERIES	28
14.	PRO RATA SHARING	30
15.	STATUS OF OBLIGORS AND WARRANTIES	32
16.	INFORMATION AND CO-OPERATION	33
17.	POWERS OF ATTORNEY	34
18.	THE SECURITY AGENT	35
19.	COSTS AND EXPENSES	38
20.	ROLE OF THE ON-LOAN FACILITY AGENT	38
21.	CHANGES TO THE PARTIES	45
22.	NOTICES	47
23.	AMENDMENTS AND WAIVERS	47
24.	ENGLISH LANGUAGE	49
25.	PARTIAL INVALIDITY	49
26.	THIRD PARTY RIGHTS	49
27.	COUNTERPARTS	49
28.	GOVERNING LAW	49
29.	JURISDICTION	49
	SCHEDULE 1 THE ORIGINAL PARTIES	52
	SCHEDULE 2 FORM OF CREDITOR DEED OF ACCESSION	55
	SCHEDULE 3 FORM OF OBLIGOR DEED OF ACCESSION	57
	SCHEDULE 4 SECURITY AGENT PROVISIONS	59

i

THIS DEED dated 10 July 2008 is made between the following parties:

(1) LION/RALLY LUX 2 S.A. R.L., a company incorporated under the laws of Luxembourg (corporate identity no. B 139055) having its registered office at 9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg (the “Shareholder Creditor”)

(2) LION/RALLY LUX 3 S.A. R.L., a company incorporated under the laws of Luxembourg (corporate identity no. B 139054) having its registered office at 9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg (the “Parent” and “Note Trustee”);

(3) PASALBA LTD, a company incorporated under the laws of Cyprus (corporate identity no. HE 202291) having its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus (the “Company”);

(4) NOWDO LIMITED, a company incorporated in Cyprus (corporate identity no. HE 209795) having its registered office at Theklas Lysioti 35, Eagle Star House, 5th floor, 3030 Limassol, Cyprus (the “Senior Borrower”);

(5) RAIFFEISEN ZENTRALBANK ÖSTERREICH AG, as agent for the Senior Lenders (in such capacity, the “Senior Agent”);

(6) THE LAW DEBENTURE TRUST CORPORATION p.l.c., as security agent for itself and the Finance Parties (in such capacity, the “Security Agent”);

(7) RAIFFEISEN ZENTRALBANK ÖSTERREICH AG, as agent for the On-Loan Lender (in such capacity, the “On-Loan Facility Agent”);

(8) THE BANK IDENTIFIED IN THE ACCESSION DEED HERETO as the Original Issuing Bank (the “Original Issuing Bank”);

(9) THE PERSONS named in Part 1 of Schedule 1 (the “Original Senior Lenders”);

(10) THE COMPANIES named in Part 5 of Schedule 1 (the “Original Intragroup Creditors”);

(11) THE COMPANIES named in Part 6 of Schedule 1 (the “Original Intragroup Debtors”);

(12) THE COMPANY named in Part 8 of Schedule 1 (the “Original Hedge Provider”); and

(13) THE COMPANIES named in Part 3 of Schedule 1 (the “Original Obligors”); and

each person that becomes a party to this Deed by virtue of a Deed of Accession (the “Parties” and each a “Party”).

1. INTERPRETATION

1.1 Definitions

In this Deed, the following terms have the meanings set out below:

“Accession Deed” means the deed of accession of the Issuing Bank entered or to be entered into by the Facilty Agent and the Issuing Bank in connection with this Agreement.

“Additional Liability” means, in relation to any Liability, any money, debt or liability due, arising or incurred under or in connection with:

(a) any refinancing, deferral or extension of that Liability;

(b) any further advance which may be made under any document, agreement or instrument supplemental to any applicable Senior Finance Document, together with any related interest, fees and costs;

(c) any claim for interest accruing on or after the filing of any petition in bankruptcy or for reorganisation relating to the relevant Obligor at the rate specified in the documentation with respect thereto whether or not a claim for post filing interest is allowed in such proceedings;

(d) any claim for damages or restitution in the event of rescission of that Liability or otherwise in connection with any applicable Senior Finance Document;

(e) any claim against any Obligor or Intragroup Debtor flowing from any recovery by a Senior Obligor or Intragroup Debtor or any liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer of a payment or discharge in respect of that Liability on the grounds of preference or otherwise; and

(f) to the extent not already described above, any amount (such as post-insolvency interest) which would be included in any of the above but for any discharge non-provability, unenforceability or non-allowability of the same in any insolvency or other proceeding.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; provided that, for purposes of paragraph (b)(ii) of Clause 4.7 (Amendments to Hedging Documents), if Goldman Sachs International or one of its Affiliates is the transferor Hedge Provider under such Clause, then OOOGS shall be deemed to be an Affiliate thereof.

“Agents” means the Senior Agent and the Security Agent.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration in each case pursuant to and/or as required by law, rule or regulation.

2

“CEDC Loan Notes” means a loan note instrument to be entered into between the Parent, Lion/Rally Lux 1 S.A. and Lion/Rally Cayman 2 whereby Lion/Rally Lux 3 S.A. will issue USD $103,500,000 exchangeable loan notes to Carey Agri International – Poland Sp. Z O.O, a limited liability company organised in Poland, with its registered seat at 66 A Bokserska Street, 02-690, Warsaw, Poland and pursuant to which Lion/Rally Lux 1 S.A. will purchase the loan notes in exchange for issuance of shares in accordance with the terms of the loan note instrument.

“CEDC Loan Note Liability” means the Liabilities of the Parent to the Loan Note Creditor under the CEDC Loan Notes.

“CEDC Subordination Deed” means the deed of subordination dated on or about the date hereof between, amongst others, the Parent and Carey Agri International – Poland S.P. Z.O.O., a limited liability company organised under the laws of Poland.

“Closing Date” has the meaning given to it in the Senior Facilities Agreement.

“Company to AUK Loan” means the loan to be made from the Company to AUK Holdings Ltd identified in the Structure Memorandum.

“Company to RAG Loan” means the loan to be made from the Company to Russian Alcohol Group identified in the Structure Memorandum.

“Creditor Deed of Accession” means a duly completed deed of accession substantially in the form set out in Schedule 2 (Form of Creditor Deed of Accession) of this Deed.

“Declared Default” means a Senior Default which has resulted in the Senior Agent exercising (or directing the Security Agent to exercise) any of its rights under Clause 29.19 (Acceleration) of the Senior Facilities Agreement.

“Deed of Accession” means a Creditor Deed of Accession or an Obligor Deed of Accession.

“Early Termination Date” means an Early Termination Date (as defined in the relevant Hedging Agreement).

“Enforcement Action” means, in relation to any Liability, the taking of any action:

(a) to close out all or any part of such Liability or otherwise declare all or any part of such Liability due and payable prior to its stated maturity whether on a Senior Default or otherwise (other than as a result of it becoming unlawful for a lender to perform its obligations under, or any mandatory prepayment arising under, the applicable Senior Finance Documents);

(b) to recover (by legal proceedings or otherwise) or commence or institute or join legal proceedings to recover all or any part of such Liability (including by exercising any right of set-off, combination of accounts or similar rights);

(c) to make any demand against any member of the Group or the Parent in relation to any guarantee, indemnity or other assurance against financial loss in respect of such Liability or to exercise any right to require any member of the Group to acquire such Liability (including exercising any put or call option against any member of the Group for the redemption or purchase of such Liability);

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(d) to exercise any right to enforce, or require the enforcement of, any Transaction Security (including the crystallisation of any floating charge created pursuant to any Security Document); or

(e) to petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings (including without limitation, the appointment of any liquidator, receiver, administrator or similar officer) or any voluntary composition, arrangement or assignment for the benefit of creditors or any similar proceedings involving an Obligor or the Parent,

provided in each case that the taking of any action solely to preserve the validity and existence of claims shall not constitute Enforcement Action.

“Enforcement Date” means the date on which any Agent or any other Finance Party takes Enforcement Action in accordance with the provisions of this Deed.

“Final Discharge Date” means the date on which all the Senior Liabilities have been unconditionally and irrevocably discharged in full and none of the Finance Parties is under any obligation (whether actual or contingent) to make advances or provide other financial accommodation to any of the Senior Obligors under the Senior Finance Documents.

“Group” means the Company and its Subsidiaries (being, after the Closing Date, the Target Group).

“Hedge Provider” means the Original Hedge Provider and any other financial institution which in accordance with the relevant Hedging Letter and the terms of the Senior Facilities Agreement has provided interest and/or currency exchange rate hedging in relation to the Senior Facilities Agreement and which has executed a Creditor Deed of Accession, and includes any successor or assignee thereof in accordance with the terms hereof and permitted by the Senior Facilities Agreement.

“Hedging Agreement” means a hedging agreement entered into between a Senior Obligor or On-Loan Obligor and a Hedge Provider for the purposes of hedging interest rate exposure in relation to the Senior Facilities Agreement.

“Hedging Letter” means the letter dated on or about the date of this Deed and made between the Parent and the Senior Agent relating to the Hedging Agreement to be entered into to hedge the Target Group’s exposure to interest rate and currency exchange rate fluctuations.

“Hedging Liabilities” means all Liabilities owed by the Obligors to the Hedge Providers under or in accordance with the Hedging Agreements, together with any related Additional Liability (not including however paragraph (b) of the definition of Additional Liability).

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“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which the first-mentioned company or corporation is a Subsidiary.

“Insolvency Event” means:

(a) for the purposes of Clauses 4.4 (Hedging Permitted Enforcement Action) and 10 (Subordination on Insolvency):

(i) the passing of any resolution or making of any order for the winding up, liquidation, dissolution, administration or reorganisation of any Obligor (or the appointment of an administrator to any Obligor);

(ii) any Obligor becoming subject to any insolvency, bankruptcy, reorganisation, receivership, administration, liquidation, dissolution or other similar proceeding voluntary or involuntary (and whether or not involving insolvency);

(iii) any Obligor assigning its assets for the benefit of its creditors generally or entering into any composition or arrangement with its creditors generally or any Obligor becoming subject to any distribution of its assets (subject to the aggregate value of the relevant assets exceeding any threshold amount and the expiry of any applicable grace period set out in any relevant Senior Finance Document); or

(iv) any analogous procedure or step is taken in any jurisdiction in respect of any Obligor,

other than in any such case, by way of a solvent reconstruction or Permitted Reorganisation of an Obligor which is permitted by the Senior Finance Documents; and

(b) for any other purpose, any event specified in Clauses 29.6 (Insolvency), 29.7 (Insolvency proceedings) or 29.8 (Creditors’ process) of the Senior Facilities Agreement.

“Intragroup Creditors” means the Original Intragroup Creditors, and any member of the Group to whom any member of the Group has a Liability, and which are (a) Obligors or (b) which are not Obligors and which in both cases, have acceded to this Deed pursuant to Clause 21.3 (Further Subsidiaries as Parties).

“Intragroup Debtors” means the Original Intragroup Debtors and any other member of the Group which has become an Intragroup Debtor in accordance with Clause 21.3 (Further Subsidiaries as Parties).

“Intragroup Liabilities” means all Liabilities owed by any member of the Group to any Intragroup Creditor, together with any related Additional Liability.

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“Intragroup Permitted Payments” means, subject to Clause 7.1 (Suspension of Intragroup Permitted Payments) and Clause 5.4 (Prohibited payments, guarantees and Security of Restricted Parent to Subsidiary Debt) any payment:

(a) the proceeds of which are required to make any payments in respect of the Senior Liabilities in accordance with the Senior Finance Documents and/or the Structure Memorandum;

(b) which constitute “Permitted Payments” as defined in the Senior Facilities Agreement; and/or

(c) of or in respect of any Intragroup Liability unless an Event of Default has occurred and is continuing.

“Investor Share Pledge” means the share pledge dated on or about the date of this Deed given by the Parent in favour of the Security Agent in respect of the shares in the Company.

“ISDA Master Agreement” means either the 1992 Multicurrency – Cross Border Master Agreement (“1992 Master Agreement”) or the 2002 Master Agreement published by the International Swaps and Derivatives Association, Inc.

“Liability” means any present or future obligation or liability of the Obligors, any member of the Group or any one or more of them to any Finance Party, Intragroup Creditor or Shareholder Creditor for the payment of money whether in respect of principal, interest or otherwise (including, but not limited to, dividends declared but unpaid), whether actual or contingent, whether owed jointly or severally and whether owed as principal, surety or in any capacity whatsoever including any amount which would constitute such a liability but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings and “Liabilities” shall be construed accordingly.

“Loan Note Creditor” means Lion/Rally Lux 1 S.A.

“Majority Creditors” has the meaning set out in paragraph 23.3(d) of Clause 23.3 (Amendments to Transaction Security Documents).

“Majority Senior Creditors” means, prior to the Final Discharge Date, Senior Lenders and Hedge Counterparties whose Commitments (determined in respect of the Hedge Counterparties as provided in Clause 14.3(b) (Loss sharing)), aggregate to more than 66 ²/3% of the aggregate Total Commitments under (and as defined in) the Senior Facilities Agreement (or, if such Commitments have been reduced to zero, Senior Lenders or, as the case may be, Hedge Counterparties whose Commitments (determined as aforesaid) aggregated to more than 66 ²/3% of the aggregate Total Commitments (defined and determined as aforesaid) prior to that reduction).

“Mark-to-market Amount” means the mark-to-market calculation of the relevant Hedging Liabilities as determined in accordance with the relevant ISDA Master Agreement.

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“Material Adverse Effect” has the meaning set out in the Senior Facilities Agreement.

“Obligor Deed of Accession” means a duly completed deed of accession in the form set out in Schedule 3 (Form of Obligor Deed of Accession).

“Obligors” means:

(a) when designated “Senior”, the Original Senior Obligors as listed in Part 3 of Schedule 1 and each member of the Group which becomes an “Obligor” under or pursuant to the Senior Facilities Agreement;

(c) when designated “On-Loan”, the borrowers and guarantors from time to time under the On-Loan Facility Agreement; or

(d) without any such designation, the Senior Obligors and/or On-Loan Obligors as the context requires.

“On-Loan Lender” means Nowdo Limited, in its capacity as lender under the On-Loan Facility Agreement.

“On-Loan Facility Agreement” means the on-loan facility agreement to be entered into between the On-Loan Lender and the On-Loan Borrowers (as defined therein).

“OOOGS” means OOO Goldman Sachs, a limited liability company under the laws of the Russian Federation with its registered office at 6 Gasheka Street, Moscow.

“Parent Loan Security” means the assignment of the Restricted Parent to Company Loan Agreement in favour of the Security Agent.

“Party” means a party to this Deed.

“Prohibited Action” means:

(a) the payment, repayment, purchase, agreement to purchase, defeasance or receipt of any Liability or any part thereof by any member of the Group;

(b) the discharge of any Liability by way of set-off, combination of accounts or other similar action unless effected pursuant to any mandatory requirement of applicable law;

(c) the creation of new Security by any member of the Group or the Parent which is not otherwise expressly permitted under the terms of this Deed or (in relation to any Security which is not permitted by the terms of this Deed) failure to remove or extinguish such Security in respect of any Liability;

(d) the giving after the date of this Deed by any member of the Group of any guarantee or other assurance against financial loss in respect of any Liability (other than as contemplated or permitted by the Senior Facilities Agreement);

(e) the amendment, variation, waiver or release of any term of any agreement under which or whereby any Liability is outstanding, subordinated, evidenced, secured or guaranteed, in each case save for amendments which are of an immaterial or technical nature, which correct a manifest error or which are expressly permitted by this Deed;

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(f) any action whereby the subordination and/or priority of any Liability under this Deed is altered or impaired;

(g) any legal proceedings, or other procedure or step is taken to recover damages in respect of loss suffered which may be payable by any Report Provider pursuant to the issue of, or in relation to, any of the Reports or any omission therefrom; or

(h) any Enforcement Action.

“Recovering Party” has the meaning given to it in Clause 14.1 (Recoveries).

“Recovery” has the meaning given to it in Clause 14.1 (Recoveries).

“Report Provider” means any author or issuer of, or any signatory to, a Report (as defined in the Senior Facilities Agreement).

“Restricted Parent to Company Loan Notes” means the unsecured, subordinated loan notes to be issued after the date of this Deed by the Company to the Parent (“Loan Notes”), and includes the loan note instrument constituting the $35.5 million Series A unsecured subordinated Loan Notes and the loan note instrument constituting the $103.5 million unsecured subordinated Loan Notes, each to be entered into following the date of this Deed.

“Restricted Parent to Subsidiary Debt” means the indebtedness from time to time outstanding of the Company to the Parent arising under the Restricted Parent to Company Loan Notes.

“Restricted Parent to Subsidiary Liability” means any liability in respect of Restricted Parent to Subsidiary Debt.

“Revolving Credit Facility” has the meaning given to it in the Senior Facilities Agreement.

“Secured Obligations” means those of the Liabilities in respect of which Transaction Security has been granted.

“Senior Borrower” has the meaning given to it in the Senior Facilities Agreement.

“Senior Default” means an “Event of Default” as defined in the Senior Facilities Agreement.

“Senior Facilities Agreement” means the senior facilities agreement dated on or about the date hereof executed between, among others, (a) the Original Senior Borrower, (b) the Original Senior Lenders, (c) the Senior Agent and (d) the Security Agent.

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“Senior Finance Documents” has the meaning given to “Finance Documents” in the Senior Facilities Agreement.

“Senior Finance Party” has the meaning given to “Finance Party” in the Senior Facilities Agreement.

“Senior Lender” means a “Lender” as defined in the Senior Facilities Agreement.

“Senior Liabilities” means all Liabilities including Hedging Liabilities owed by an Obligor or (in the case of Hedging Liabilities) by any member of the Group to any Senior Finance Party under or in connection with the Senior Finance Documents, together with any related Additional Liability.

“Senior Payment Default” means a Senior Default arising under clause 29.1 (Non-payment) of the Senior Facilities Agreement.

“Senior Security” means the Security created or purported to be created by the Transaction Security Documents.

“Shareholder Creditor Liabilities” means the CEDC Loan Note Liabilities and the Shareholder Loan Liabilities.

“Shareholder Creditors” means the Loan Note Creditor and the Original Shareholder Creditor.

“Shareholder Loan” means financial indebtedness owed by the Parent to Luxco II, which financial indebtedness must:

(a) provide for a bullet repayment on a final scheduled maturity no earlier than six months after the scheduled maturity date of the Senior Facilities Agreement;

(b) provide for any interest to be capitalised and payable in cash solely either at the final maturity of such financial indebtedness or providing for interest payments at a rate and payable at times approved by the Majority Senior Creditors; and

(c) be subordinated pursuant to this Deed and/or any other deed acceptable to the Facility Agent (acting reasonably).

“Shareholder Loan Liability” means all Liabilities owed by the Parent to Luxco II.

“Specified Hedging Default” means the failure by any Obligor party to a Hedging Agreement to make a payment due under such Hedging Agreement within 21 days of its due date or the occurrence of an Illegality, a Tax Event, a Tax Event Upon Merger or a Credit Event Upon Merger (each as defined in the relevant Hedging Agreement).

“Structural Intragroup Loans” means the loans evidenced, made or to be made available by (a) the Restricted Parent to Company Loan Notes, (b) the Company to RAG Loan, (c) the Company to AUK Loan and/or (d) the On-Loan Agreement, each as contemplated by the Structure Memorandum.

“Subordinated Creditor” means an Intragroup Creditor or a Shareholder Creditor.

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“Subordinated Documents” means the documents pursuant to which the Structural Intragroup Loans and the Shareholder Loan is or are made available and the CEDC Loan Notes.

“Subordinated Liability” means any Shareholder Loan Liability or CEDC Loan Note Liability or Intragroup Liability or Restricted Parent to Subsidiary Liability

“Subsidiary” means, in relation to any person, any entity which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time, and “control” for this purpose means the direct or indirect ownership of the majority of the voting share capital of such entity or the right or ability to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement or to determine the composition of a majority of the board of directors (or like board) of such entity, in each case whether by virtue of ownership of share capital, contract or otherwise.

“Supplemental Security” has the meaning given to such expression in the Senior Facilities Agreement.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Transaction Security” means the Senior Security.

“Voting Powers” means all powers of convening meetings, voting and representation in respect of all Liabilities except for meetings of the Finance Parties under the Senior Facilities Agreement.

1.2 Construction

In this Deed, unless a contrary intention appears:

(a) a reference to any “person” is, where relevant, deemed to be a reference to or to include, as appropriate, that person’s successors and permitted assignees or transferees, and includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

(b) references to Clauses and Schedules are references to, respectively, Clauses of and Schedules to this Deed and references to this Deed include its Schedules;

(c) a reference to (or to any specified provision of) any agreement or document (including a Senior Finance Document) is to be construed as a reference to that agreement or document (or that provision) as it may be amended, supplemented, novated and/or restated from time to time, but excluding for this purpose any amendment which is contrary to any provision of any Senior Finance Document;

(d) a reference to a statute, statutory instrument or accounting standard or any provision thereof is to be construed as a reference to that statute, statutory instrument or accounting standard or such provision thereof, as it may be amended or re-enacted from time to time;

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(e) a time of day is a reference to London time;

(f) the index to and the headings in this Deed are inserted for convenience only and are to be ignored in construing this Deed;

(g) the terms of the documents under which the Senior Liabilities arise and of any side letters between an Obligor and the Finance Parties (or any of them) relating thereto are incorporated in this Deed to the extent required for any purported disposition of the Security Property (as defined in Schedule 5 (Security Agent Provisions) contained in this Deed to be a valid disposition under section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989;

(h) words importing the plural shall include the singular and vice versa;

(i) a Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived; and

(j) words and expressions defined or construed in the Senior Facilities Agreement shall, unless otherwise provided, have the same meanings and constructions when used in this Deed notwithstanding any discharge or repayment in full of amounts outstanding under the Senior Facilities Agreement.

1.3 Consents

(a) A consent or approval which is to be given by the Senior Agent under this Deed shall, unless the contrary is specified, be effective only if given on the instructions of the Majority Lenders and/or Majority Senior Creditors (as the context requires).

(b) A consent or approval which is to be given by the Security Agent under this Deed shall, unless the contrary is specified, be effective only if given on the instructions of the Senior Agent (who, in turn, will take instructions from the Majority Lenders and/or Majority Senior Creditors (as the context requires)).

2. PRIORITIES AND SUBORDINATION

2.1 Priorities and Subordination

Except as otherwise provided in this Deed, the Liabilities owed by the Obligors to the Finance Parties and the Intragroup Debtors to the Intragroup Creditors and the Parent to the Shareholder Creditors will rank for all purposes and at all times in the following order:

(a) first, the Senior Liabilities;

(b) second, the On-Loan Liabilities;

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(c) third, the other Intragroup Liabilities; and

(d) fourth, the Shareholder Creditor Liabilities.

2.2 Hedging Liabilities

Subject to and except as otherwise expressly provided in this Deed, for the avoidance of doubt, the Hedging Liabilities will rank pari passu with the Senior Liabilities.

2.3 Other ranking

This Deed does not purport to rank any of the Intragroup Liabilities (or any element thereof) between themselves, other than the On-Loan Liabilities, and does not purport to rank any of the Shareholder Creditor Liabilities (or any element thereof) between themselves.

2.4 Liabilities, Rights and Remedies not affected

(a) It is agreed that:

(i) notwithstanding any provision of this Deed which postpones, subordinates or prohibits the payment of any of the Liabilities, each such Liability shall remain owing in accordance with its terms and interest and default interest will accrue accordingly;

(ii) no failure to exercise, nor any delay in exercising, on the part of the Security Agent or any other Party, any right or remedy hereunder or under any other document executed in respect of a Liability shall operate, whether by reason of the terms of this Deed or otherwise, as a waiver thereof, nor shall any single or partial exercise of any such right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy; and

(iii) nothing in this Deed shall restrict or prohibit rolling up and/or capitalising any amount of interest accrued on any Liability.

(b) The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

3. SENIOR LIABILITIES

3.1 Senior Payments

The Obligors may pay, repay, redeem or acquire the Senior Liabilities at any time in accordance with the terms of the Senior Finance Documents.

3.2 Undertakings of Ancillary Lenders and Issuing Banks

Each of the Ancillary Lenders and Issuing Banks undertakes that it will not, in its capacity as such, unless the prior consent of the Majority Senior Creditors is obtained, take, accept or receive from any member of the Group the benefit of any Security,

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guarantee, indemnity or other assurance against financial loss in respect of any of the Liabilities owed to it in its capacity as Ancillary Lender or Issuing Bank other than:

(a) the Senior Security (including, for the avoidance of doubt, any Supplemental Security);

(b) any cash cover permitted under the Senior Facilities Agreement (which cash cover may be provided by an On-Loan Borrower under the terms of the On-Loan Facility Agreement); or

(c) any Security arising as a result of the implementation of any netting or set-off arrangement relating to the Ancillary Facilities and permitted pursuant to the Senior Facilities Agreement.

3.3 Notice of Default

The Senior Agent shall promptly notify each Hedge Provider of the occurrence of a Senior Default upon becoming aware of the same.

4. HEDGING LIABILITIES

4.1 Hedging Prohibited Action

(a) Subject to paragraph (b) below, prior to the Final Discharge Date, except with the prior written consent of the Senior Agent, and save as permitted by Clauses 4.2 (Hedging Intragroup Permitted Payments) to 4.4 (Hedging Permitted Enforcement Action) (inclusive), 8.3 (Reports Recoveries) or 12 (Enforcement of Security), the Obligors and any Hedge Provider will not do or take or receive the benefit of any of those things which constitute a Prohibited Action with respect to any Hedging Liability.

(b) Paragraph (a) and any other restriction on the Hedge Providers set out in this Clause 4 shall not apply at any time after the date on which the Final Discharge Date would have occurred but for the fact that any of the Hedging Liabilities remain outstanding.

4.2 Hedging Intragroup Permitted Payments

Subject to paragraph (d) of Clause 4.4 (Hedging Permitted Enforcement Action) the Hedge Providers may receive (including by ways of netting and set off) scheduled payments arising under the original terms of the relevant Hedging Agreements.

4.3 Hedging Security and Guarantees

Provided that the Hedge Provider has executed a Creditor Deed of Accession, the Hedge Providers may take the benefit of this Deed or any Security, guarantee, indemnity or other assurance against financial loss granted to the Security Agent in favour of any other Senior Finance Party in respect of the Hedging Liabilities to the extent permitted by the terms of the Senior Finance Documents and each Senior Obligor confirms that the Hedge Providers are and shall be the beneficiaries of, and are entitled to rely on the guarantee and indemnity in Clause 24 (Guarantee and Indemnity) of the Senior Facilities Agreement but subject to any limitation contained therein.

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4.4 Hedging Permitted Enforcement Action

(a) If a Specified Hedging Default occurs in relation to a Hedging Liability, a Hedge Provider may exercise any right it has to designate an Early Termination Date in accordance with the relevant Hedging Agreement or otherwise terminate the relevant Hedging Agreement, provided that no other Enforcement Action may be taken.

(b) If a Declared Default has occurred, each Hedge Provider may and, if so requested by the Senior Agent (acting on the instructions of the Majority Lenders), will designate an Early Termination Date or otherwise terminate each Hedging Agreement to which it is a party.

(c) If an Insolvency Event in relation to any member of the Group that has entered into a Hedging Agreement has occurred and is continuing, a Hedge Provider may exercise any right it has to designate an Early Termination Date in relation to such Hedging Agreement or otherwise terminate such Hedging Agreement.

(d) On or after the designation of an Early Termination Date pursuant to paragraphs (a), (b) or (c) above, any amount which falls due from a Hedge Provider to any member of the Group shall be paid by that Hedge Provider to the Security Agent for application under Clause 13 (Application of Recoveries).

(e) Prior to the Final Discharge Date, if any Obligor makes a repayment or prepayment in accordance with the provisions of the Senior Facilities Agreement (other than in respect of the Revolving Credit Facility), the Hedge Provider may terminate, or otherwise close out such proportion of its rights and obligations under the Hedging Agreements in relation to interest and/or currency exchange rate hedging as reflects the proportion of the Senior Liabilities (other than the Hedging Liabilities) which have been discharged, provided that:

(i) no Senior Default would result as a result of such termination or close out; and

(ii) the requirements of the Hedging Letter in respect of the Liabilities under the Senior Facilities Agreement continue to be satisfied after any such termination or close out.

4.5 Enforceability Covenant

(a) Each Hedge Provider covenants that it will not challenge or otherwise call into issue the enforceability of any Hedging Agreement.

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(b) Each Finance Party (other than a Hedge Provider) covenants that it will not challenge or otherwise call into issue the enforceability of any Hedging Agreement.

4.6 Hedging Agreements

Each Hedge Provider will promptly provide to the Agents copies of each Hedging Agreement to which it is party. Each Hedging Agreement entered into by a Hedge Provider shall:

(a) be based on an ISDA Master Agreement;

(b) provide for two-way payments, or to the extent a 1992 Master Agreement is used, include an election that the “Second Method” and the “Market Quotation” as contemplated in the ISDA Master Agreement will apply;

(c) permit the designation of an Early Termination Date in the circumstances envisaged in paragraphs (a), (b) and (c) of Clause 4.4 (Hedging Permitted Enforcement Action); and

(d) be governed by English or New York law.

4.7 Amendments to Hedging Documents

(a) Until the Final Discharge Date, no Obligor or Hedge Provider shall, except with the prior written consent of the Senior Agent (in each case acting on the instructions of the Majority Lenders respectively) amend or give any waiver or consent under any provision of any Hedging Document which would result in:

(i) any Hedging Agreement ceasing to comply with the requirements of this Clause 4;

(ii) any increase to the amount to be paid or any deferral of any scheduled payment dates under any Hedging Agreement to a date later than the Termination Date under and as defined in the Senior Facilities Agreement;

(iii) any Obligor being subject to more onerous obligations as a whole than those contained in any Hedging Agreement as originally entered into (or as amended in accordance with this Deed) or obligations which would conflict with any provision of this Deed;

(iv) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any Hedging Agreement, other than any liability arising or permitted to arise under the terms of the Hedging Agreement as at the date of this Deed (or as amended in accordance with this Deed); or

(v) the assignment of any of its rights or transfer of any of its rights or obligations under any Hedging Agreement to any person unless and until the Security Agent executes a Creditor Deed of Accession duly completed and signed on behalf of that person,

other than any amendment, waiver or consent purely of a technical or administrative nature arising in the ordinary course of administration of the Hedging Agreement.

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(b) Subject to paragraph (a)(v) above and the terms of the relevant Hedging Agreement, each Hedge Provider may transfer any of its rights, title and interest in or obligations under any Hedging Agreement:

(i) to any of its Affiliates; or

(ii) with the prior written consent of the Senior Agent (in each case acting on the instructions of the Majority Lenders, such consent not to be unreasonably withheld (provided, for the avoidance of doubt, it should be reasonable to withhold such consent if there are reasonable doubts as to the enforceability of such Hedging Agreement against the transferee), to any third party hedge provider,

provided in each case that the transferee had a credit rating equal to, or better than, the transferor Hedge Provider or is guaranteed by an entity with a credit rating equal to or better than the transferor Hedge Provider.

4.8 Impaired Recovery in relation to a Hedging Agreement

(a) Subject to paragraph (d) below, if, following any Enforcement Action, there is a shortfall in the amount recovered by the Finance Parties (excluding the Relevant Hedge Provider) in relation to then outstanding Senior Liabilities (the “Shortfall”), then:

(i) if the Majority Creditors determine that the Shortfall or part thereof resulted from a Hedging Liability in relation to a Hedging Agreement being unenforceable (the “Impaired Recovery”), then the Majority Creditors shall notify the Hedge Provider to whom the alleged unenforceable Liabilities in relation to such Hedging Agreement were owed (the “Relevant Hedge Provider”) of such Impaired Recovery determination;

(ii) following such notification, the Majority Creditors and the Relevant Hedge Provider agree to use reasonable endeavours to agree to an amount representing the Impaired Recovery to be paid by the Relevant Hedge Provider to the Finance Parties (excluding the Relevant Hedge Provider), provided that any such amount shall not exceed the Mark-to-market Amount of the Hedging Agreement to which the relevant alleged unenforceable Hedging Liabilities relate and shall be shared between such Finance Parties (excluding the Relevant Hedge Provider) and in respect of the Finance Parties who are Lenders, pro rata to the amount their respective Commitments bore to the Total Commitments at the Enforcement Date;

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(iii) failing agreement between the Majority Creditors and the Relevant Hedge Provider in paragraph (ii) above, including a dispute as to the validity or existence of this clause, the following three issues shall be referred to and finally resolved by arbitration:

(A) whether the Hedging Liabilities in respect of such Hedging Agreement are unenforceable; and

(B) if such Hedging Liabilities are determined to be unenforceable, then whether or not the unenforceability of the Hedging Liabilities caused the Shortfall or part thereof; and

(C) if such Shortfall or part thereof was caused by the unenforceability of the Hedging Liabilities in relation to a Hedge Agreement, then the amount of Shortfall attributable to the unenforceability of the Hedging Liabilities, provided that any such amount shall not exceed the Mark-to-market Amount of the Hedging Agreement to which the relevant unenforceable Hedging Liabilities relate (the “Shortfall Amount”).

The arbitration will be held in London and conducted in English by three arbitrators pursuant to the rules of the International Chamber of Commerce (“ICC”), which rules are deemed to be incorporated by reference into this Clause 4.8 save that, unless the parties agree otherwise:

(D) the third arbitrator, who shall act as chairman of the tribunal, shall be chosen by the two arbitrators appointed by or on behalf of the parties. If he or she is not chosen and nominated to the ICC for appointment within 30 days of the date of confirmation by the ICC of the later of the two party-appointed arbitrators to be confirmed, he shall be chosen by the ICC; and

(E) the tribunal shall draw up, and submit to the parties for signature, the Terms of Reference within 21 days of receiving the file. The Terms of Reference shall not include a list of issues to be determined.

Sections 45 and 69 of the Arbitration Act 1996 shall not apply.

(b) The costs of the arbitration shall be borne equally by (i) the Hedge Provider, on the one hand and (ii) the other Finance Parties (other than the Security Agent) participating in the arbitration, on the other hand.

(c) Where a Shortfall Amount is determined to be payable by the Relevant Hedge Provider then:

(i) if the Relevant Hedge Provider has already recovered an amount by the arbitration determination date, then the Relevant Hedge Provider shall promptly pay (and in any event within 10 Business Days) to the Senior Agent the Shortfall Amount; or

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(ii) If the Relevant Hedge Provider has not recovered the Shortfall Amount under Clause 13 (Application of Recoveries) below by the arbitration determination date, then such Relevant Hedge Provider shall not be entitled to recover an amount equal to the Shortfall Amount under Clause 13 (Application of Recoveries).

(d) Notwithstanding anything to the contrary in the Deed, paragraphs (a) and (b) above shall not apply with respect to a Hedging Agreement that:

(i) has been transferred by the Hedge Provider in accordance with paragraph (b)(ii) of Clause 4.7 (Amendments to Hedging Documents); or

(ii) has been transferred to an Affiliate which is a legal entity licensed to perform banking operations or to act as a professional participant of the securities market in the Russian Federation, provided that such transfer is made in compliance with the Russian legislative requirements applicable to the parties to such transfer.

4.9 Undertaking in relation to Hedging Agreements

Each member of the Group undertakes to:

(a) assign all of the rights and benefits that may arise in connection with any Hedging Agreement to which it is party in favour of either (i) the Security Agent in relation to any Hedging Agreement entered into in connection with the Senior Facilities Agreement or (ii) the Original Senior Borrower in relation to any Hedging Agreement entered into in connection with the On-Loan Facility Agreement; and

(b) in connection therewith, provide (at the cost and expense of the Company) such legal opinions as the Facility Agent may reasonably require.

5. INTRAGROUP LIABILITIES

5.1 Intragroup Prohibited Action

Prior to the Final Discharge Date, subject to Clauses 5.2 (Intragroup Permitted Payments), 5.3 (Intragroup Permitted Enforcement Action), 5.5 (Intragroup Permitted Payments of Restricted Parent to Subsidiary Debt) and 8.3 (Reports Recoveries), the Intragroup Creditors and Intragroup Debtors will not do or take or receive the benefit of any of those things which constitute a Prohibited Action in respect of any Intragroup Liability other than as permitted under the Senior Finance Documents or with the prior written consent of the Senior Agent.

5.2 Intragroup Permitted Payments

Subject to Clause 5.4 (Prohibited payments, guarantees and Security of Restricted Parent to Subsidiary Debt), Clause 7.1 (Suspension of Intragroup Permitted Payments), Clause 8 (Turnover) and Clause 10 (Subordination on Insolvency), in relation to any Intragroup Liability, an Intragroup Creditor may receive and an Intragroup Debtor may make an Intragroup Permitted Payment.

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5.3 Intragroup Permitted Enforcement Action

An Intragroup Creditor may and shall take Enforcement Action to the extent that, and on the terms, it is so directed by the Senior Agent if a Declared Default has occurred and is continuing.

5.4 Prohibited payments, guarantees and Security of Restricted Parent to Subsidiary Debt

Subject to Clause 5.5 (Intragroup Permitted Payments of Restricted Parent to Subsidiary Debt), until after the Final Discharge Date:

(a) Each of the Company, the Parent and each Subordinated Creditor shall not, and shall procure that none of its Subsidiaries or Affiliates will:

(i) make, and the Parent will not receive, any payment or distribution of any kind whatsoever in respect or on account of the Restricted Parent to Subsidiary Debt or otherwise make any payment to or for the benefit of the Parent in respect of the Restricted Parent to Subsidiary Debt (for the avoidance of doubt, it is hereby acknowledged and agreed that any purchase, redemption, defeasance or other discharge of the Restricted Parent to Subsidiary Debt is a payment or distribution in respect of or on account of the Restricted Parent to Subsidiary Debt); and

(ii) create or permit to subsist any guarantee or other Security in respect of any part of the Restricted Parent to Subsidiary Debt,

in each case without the prior consent of the Senior Agent acting on the instructions of the Majority Senior Creditors.

(b) Each of the Company and the Parent shall not, and shall procure that its Subsidiaries will not, assign, transfer, create any Security over or otherwise dispose of its interest in or under the Restricted Parent to Subsidiary Debt; provided that this paragraph (b) shall not limit the exercise of any Security over any of the Restricted Parent to Subsidiary Debt under the Transaction Security Documents.

5.5 Intragroup Permitted Payments of Restricted Parent to Subsidiary Debt

The Company may make any payment (including by way of set-off) to the Parent in respect of Restricted Parent to Subsidiary Debt which is both an Intragroup Permitted Payment and a “Permitted Payment” as defined in the Senior Facilities Agreement.

5.6 Restriction on enforcement action in relation to Restricted Parent to Subsidiary Debt

Without limiting the generality of Clause 5.1 (Intragroup Prohibited Action), until after the Final Discharge Date, the Parent may not take any Enforcement Action in relation to the Restricted Parent to Subsidiary Debt without the prior consent of the Senior Agent (acting on the instructions of the Majority Senior Creditors).

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5.7 Turnover of Restricted Parent to Subsidiary Debt

Without prejudice to Clause 8 (Turnover), if at any time prior to the Final Discharge Date:

(a) the Parent receives or recovers a payment or distribution of any kind whatsoever (including by way of set-off or combination of accounts) in respect of or on account of the Restricted Parent to Subsidiary Debt which is not permitted by Clause 5.5 (Intragroup Permitted Payments of Restricted Parent to Subsidiary Debt);

(b) the Parent receives or recovers proceeds pursuant to any Enforcement Action other than as permitted by Clause 13 (Application of Recoveries); or

(c) any member of the Group makes any payment or distribution of any kind whatsoever in respect of or on account of, or any purchase, defeasance or other acquisition of, any Restricted Parent to Subsidiary Debt where the payment, if in respect of any amount of Restricted Parent to Subsidiary Debt would not be permitted pursuant to Clause 5.5 (Intragroup Permitted Payments of Restricted Parent to Subsidiary Debt),

the recipient or beneficiary of that payment, distribution, set-off or combination of accounts will promptly pay all amounts and distributions received to the Security Agent for application under Clause 13 (Application of Recoveries) after deducting the costs, liabilities and expenses (if any) reasonably incurred in recovering or receiving that payment or distribution and, pending that payment, will hold those amounts and distributions on trust for the Security Agent.

5.8 No reduction or discharge

As between the Parent and the Company, the Restricted Parent to Subsidiary Debt will be deemed not to have been reduced or discharged to the extent of any payment or distribution to the Security Agent under Clause 5.7 (Turnover of Restricted Parent to Subsidiary Debt).

5.9 No subrogation of Parent

The Parent will not in any circumstances be subrogated to any right of the Finance Parties or any Security or guarantee arising under any Senior Finance Document.

5.10 Preservation of subordination and ranking

Until after the Final Discharge Date, none of the Parent or the Company will, and each will procure that every other Obligor will not agree to or take any action in relation to any Subordinated Document or otherwise in connection with any Intragroup Liability which could reasonably be expected to adversely affect the ranking and/or subordination provisions of this Deed.

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6. SHAREHOLDER CREDITOR LIABILITIES

6.1 Shareholder Creditor Liability prohibited action

Until after the Final Discharge Date, the Parent will not do or take or receive the benefit of any of those things which constitute a Prohibited Action in respect of any Shareholder Creditor Liability other than as expressly permitted under the Senior Facilities Agreement.

6.2 Prohibited payments, guarantees and Security of Shareholder Creditor Liabilities

Until after the Final Discharge Date, the Parent shall not, and shall procure that none of its Subsidiaries or Affiliates or any Subordinated Creditor will:

(a) make any payment or distribution of any kind whatsoever in respect or on account of the Shareholder Creditor Liabilities or otherwise make any payment to or for the benefit of any Shareholder Creditor in respect of the Shareholder Creditor Liabilities (for the avoidance of doubt, it is hereby acknowledged and agreed that any purchase, redemption, defeasance, cancellation (by operation of law, combination of accounts or otherwise) or other discharge of the Shareholder Creditor Liabilities is a payment or distribution in respect of or on account of the Shareholder Creditor Liabilities); and

(b) create or permit to subsist any guarantee or other Security in respect of any part of the Shareholder Creditor Liabilities,

in each case without the prior consent of the Senior Agent acting on the instructions of the Majority Senior Creditors.

7. PAYMENT STOP

7.1 Suspension of Intragroup Permitted Payments

Subject to Clause 8 (Turnover) and Clause 10 (Subordination on Insolvency), no payment which would otherwise be permitted under Clause 5.2 (Intragroup Permitted Payments) may be made without the consent of the Senior Agent if an Event of Default has occurred save that nothing in this Deed shall restrict an Intragroup Debtor (in respect of a Structural Intragroup Loan), from paying or repaying any Intragroup Liability under or in respect of a Structural Intragroup Loan, or an Intragroup Creditor from receiving the proceeds thereof, in order to make payments to the Senior Finance Parties in accordance with the provisions of the applicable Senior Finance Documents (subject always to the provisions of Clause 13 (Application of Recoveries)).

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8. TURNOVER

8.1 Turnover

(A) If at any time before the Final Discharge Date:

(a) any Finance Party or Intragroup Creditor or Shareholder Creditor receives or recovers, in cash or in kind, in respect or on account of any Liability or Intragroup Liability or a payment or distribution, receipt or recovery of which is prohibited by or contrary to the provisions of this Deed; or

(b) any Hedge Provider receives or recovers, in cash or in kind, in respect or on account of any Hedging Liability, a payment or distribution, receipt or recovery of which is contrary to or prohibited by the provisions of Clause 4 (Hedging Liabilities); or

(c) without limiting the generality of the foregoing, any Hedge Provider or Ancillary Lender makes any recovery under any Supplemental Security,

such Finance Party or Intragroup Creditor (as applicable) shall:

(d) within three Business Days notify details of the receipt or recovery to the Agents; and

(e) promptly pay such assets or money to the Security Agent (and pending such payment it shall hold any such assets and money received or recovered by it on trust for the Security Agent) for application in accordance with Clause 13 (Application of Recoveries), after the deduction of the costs, liabilities and expenses (if any) reasonably incurred in recovering or receiving that payment or distribution.

(B) Notwithstanding the provisions of Clause 8.1(A) above, the Security Agent:

(a) shall not be under any obligation to turn over amounts paid, received or recovered by it under paragraph 12 of part 1 (Supplementary Security Agent Provisions) of Schedule 4 (Security Agent Provisions) for application in accordance with Clause 13 (Application of Recoveries); and

(b) shall only be required to turn over amounts paid, received or recovered by it (otherwise than as contemplated in Clause 8.1(B)(a) above), if it has actual knowledge that such amounts paid, received or recovered by it were prohibited or contrary to the provisions of this Deed.

8.2 No Subrogation

(a) Notwithstanding any provision of any other document to the contrary, no Subordinated Creditor that is a Party will exercise any rights of subrogation in respect of any of the rights of any of the Finance Parties under any of the Senior Finance Documents.

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(b) No Obligor that is a Party will exercise any right of subrogation in respect of any of the rights of any of the Finance Parties under any of the Senior Finance Documents until the Final Discharge Date.

(c) As between the Obligors that are Parties and each Subordinated Creditor that are Parties, none of the Intragroup Liabilities or Shareholder Creditor Liabilities will be deemed to have been reduced or discharged to the extent of any payment or delivery to the Security Agent or the Company pursuant to Clauses 8.1 (Turnover) or 8.3 (Reports Recoveries).

8.3 Reports Recoveries

Any Party that is entitled to make a claim for costs or damages against any provider of the Reports in relation to any Report may, notwithstanding any provision to the contrary in this Deed, make such a claim provided that:

(a) prior to the Final Discharge Date, before that Party takes any such action, it will obtain the consent of the Senior Agent to any such recovery action; and

(b) such Party pays an amount equal to any moneys it receives as a result of making any such claim (less (subject to compliance with paragraph (a) above) the costs and expenses reasonably incurred in making such claim):

(i) prior to the Enforcement Date, to the applicable Group member which is the addressee of the Reports to be applied in prepayment of the Senior Liabilities to the extent required by the Senior Finance Documents and in accordance with Clause 12.3 (Mandatory Prepayments); and thereafter

(ii) on or after the Enforcement Date, to the Security Agent for application under Clause 13 (Application of Recoveries),

and pending such payment, such Party will hold such amounts on trust for the benefit of the applicable Group member which is the addressee of the Reports or the Security Agent (as applicable).

9. PROTECTION OF SUBORDINATION

9.1 Continuing Subordination

The subordination and priority provisions in this Deed constitute a continuing subordination and benefit to the ultimate balance of the Senior Liabilities, regardless of any intermediate payment or discharge of the Senior Liabilities in whole or in part.

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9.2 Waiver of Defences

The subordination and priority provisions in this Deed will not be affected by any act, omission or circumstance which (but for this provision) may operate to release or otherwise exonerate the Finance Parties, the Subordinated Creditors that are Parties, the Intragroup Debtors and/or the Obligors (or any of them) from their obligations under this Deed or otherwise affect those subordination and priority provisions, including, without limitation:

(a) any time or indulgence granted to or composition with any Obligor or any other person;

(b) the taking, amendment, compromise, renewal or release of or refusal to enforce any rights, remedies or Security against or granted by any Obligor or other member of the Group or any other person;

(c) any legal limitation, disability, incapacity or other circumstance relating to any Obligor or any other person or any amendment to the terms of this Deed or any other document or Security (including the Senior Finance Documents);

(d) any fluctuation in or partial repayment or prepayment of any of the Senior Liabilities;

(e) the release of any person under the terms of any composition or arrangement with any creditor of any person;

(f) any amendment (however fundamental) or replacement of a Senior Finance Document or any other document or security;

(g) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document or any other document or security;

(h) any insolvency or similar proceedings; or

(i) any postponement, discharge, restriction, non-profitability or other similar circumstance affecting any obligation of any person under any Senior Finance Documents resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order.

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10. SUBORDINATION ON INSOLVENCY

10.1 Subordination of Liabilities

Upon the occurrence of an Insolvency Event in relation to an Obligor or Intragroup Debtor, claims as between the Finance Parties (and any Subordinated Creditors against that Obligor or Intragroup Debtor) in respect of the Intragroup Liabilities, will be subordinate in right of payment to the claims against that Obligor or Intragroup Debtor in respect of the Senior Liabilities.

10.2 Exercise of Rights

(a) Upon the occurrence of an Insolvency Event referred to in Clause 10.1 (Subordination of Liabilities), the Security Agent may, provided it has been indemnified and/or secured to its satisfaction, and is irrevocably authorised by the other Finance Parties, the Intragroup Creditors, the Intragroup Debtors and the Obligors on their behalf:

(i) to demand, claim, enforce and prove for;

(ii) to file claims and proofs, give receipts and take all proceedings and do all things which the Security Agent considers reasonably necessary to recover;

(iii) to receive distributions of any kind whatsoever in respect or on account of; and

(iv) to exercise any Voting Powers in respect of,

the Senior Liabilities and/or the Intragroup Liabilities due from that Obligor and/or Intragroup Debtor for the benefit of and on the instructions of the Finance Parties.

(b) If, for any reason, the Security Agent is not entitled to take any such action for the recovery of any such Liabilities or to exercise the Voting Powers, each of the other Finance Parties, the Intragroup Creditors, the Intragroup Debtors and the Obligors undertake to take any action, give any notices and exercise any powers in accordance with the instructions of the Security Agent from time to time.

(c) Each Finance Party, Intragroup Creditor, Intragroup Debtor and Obligor will provide all forms of proxy and of representation requested by the Security Agent for the purpose of exercising the Voting Powers.

(d) Nothing in this Clause 10.2 will entitle the Security Agent to exercise or require the other Finance Parties to exercise these powers in order to waive or amend any of the provisions of any of the Senior Finance Documents or waive, reduce, discharge, or extend the due date for payment of or reschedule any of the Liabilities.

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10.3 Distribution

Upon the occurrence of an Insolvency Event each of the Shareholder Creditors that are Parties will:

(a) hold all payments and distributions in cash or kind received or receivable by it on or after the date of such occurrence in respect of any of the Liabilities on trust for the Security Agent for application in accordance Clause 13.1 (Application order (Senior Security));

(b) within three Business Days of demand by the Senior Agent, pay an amount equal to any of the Liabilities owing to that party and discharged on or after the date of such occurrence by set-off or otherwise to the Security Agent for application in accordance with Clause 13.1 (Application order (Senior Security));

(c) promptly direct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the relevant Obligor or Intragroup Debtor or their proceeds to pay distributions in respect of the Liabilities directly to the Security Agent; and

(d) promptly use its reasonable efforts to undertake any action requested by the Senior Agent or the Security Agent to give effect to this Clause 10.3.

10.4 General Forbearance

In connection with any Insolvency Event involving a case or proceeding under the bankruptcy laws of the United States, each Finance Party or Intragroup Creditor or Shareholder Creditor:

(a) waives any right to challenge or dispute actions in accordance with this Deed and the Transaction Security Documents taken by the Security Agent in respect of the Liabilities (or any Supplemental Security) to seek adequate protection with respect to the Security securing the Liabilities (or the Security represented by such Supplemental Security) as provided herein; and

(b) consents to any use of cash collateral approved by the Security Agent in respect of the Liabilities, provided that such proceeds are treated in accordance with the Security priorities established herein and in the Transaction Security Documents.

11. FAILURE OF TRUSTS

If any trust intended to arise pursuant to Clause 8 (Turnover) or Clause 10.3 (Distribution) fails or for any reason (including the laws of any jurisdiction in which any assets, moneys, payments or distributions may be situated) cannot be given effect to, the relevant Party will pay to the Security Agent for application in accordance with Clause 13.1 (Application order (Senior Security)) an amount equal to the amount (or the value of the relevant assets) intended to be so held in trust for the Security Agent.

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12. ENFORCEMENT OF SECURITY

12.1 Exemption

A Finance Party shall not be responsible to any other Finance Party or Intragroup Creditor with respect to any instructions given or not given to the Security Agent in relation to or in connection with any of the Transaction Security Documents, provided in each case such Finance Party acts in good faith and in accordance with their obligations under this Deed and the applicable Senior Finance Documents.

12.2 Release of Security upon Disposal

On any disposal permitted by the Senior Finance Documents before the commencement of any Enforcement Action, the Senior Agent (who in turn is authorised by each Finance Party or Intragroup Creditor) hereby authorises the Security Agent:

(a) to release the assets disposed of from any Transaction Security and any guarantee arising under any Senior Finance Document; and

(b) to release any Intragroup Debtor whose shares are being disposed of from any Intragroup Liabilities it may have; and

(c) to issue any certificates of non-crystallisation of any floating charge that may, in the absolute discretion of the Senior Agent, be considered necessary or desirable.

12.3 Mandatory Prepayments

If under the terms of Clause 12 (Mandatory Prepayment) of the Senior Facilities Agreement, any Obligor is required to apply all or any portion of any proceeds or other monies in prepayment of any Senior Liabilities, such obligations shall be satisfied, if the amount of such proceeds or monies required to be so applied is applied in or towards prepayment of the Senior Liabilities in accordance with the terms of the Senior Facilities Agreement, and the consent of any other Party to this Deed shall not be required for application in accordance with this Clause 12.3.

12.4 Release of Security upon Enforcement Action

If any assets are to be sold or otherwise disposed of by or on behalf of the Security Agent (or at the request of the Security Agent, in each case on the instructions of the Senior Agent)), either as a result of the enforcement of the relevant Transaction Security or a disposal by an Obligor after any Enforcement Action, the Security Agent may (at the cost of the Obligors) release the relevant assets from the Transaction Security and may enter into, on behalf of any other Party:

(a) any release of the Transaction Security or any other claim over that asset (including any claim of contribution or subrogation by any other Obligor) and to issue any certificate of non-crystallisation of any floating charge that may, in the absolute discretion of the Senior Agent, be considered necessary or desirable;

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(b) if the asset disposed of consists of all of the shares (being shares held by an Obligor) in the share capital of an Obligor or any Holding Company of an Obligor, any release of that Obligor or Holding Company or any of its Subsidiaries from any Liabilities it may have to any Finance Party, Intragroup Creditor or other Obligor, whether actual or contingent, in its capacity as a guarantor or borrower; or

(c) if the asset disposed of consists of all of the shares in the share capital of an Obligor or any holding company of that Obligor and if the Security Agent wishes to sell, transfer, assign or otherwise dispose of any intercompany loans, receivables or other Liabilities owed by or to that Obligor, any agreement to dispose of all or any part of those intercompany loans, receivables or other Liabilities on behalf of the relevant Finance Party, Intragroup Creditor and Obligors (with the proceeds thereof being applied as if they were the proceeds of enforcement of the Transaction Security).

12.5 Release Conditions

(a) Each Finance Party and Intragroup Creditor hereby undertakes in favour of the Agents to execute any releases or other documents and take any action which the Agents may reasonably require in order to give effect to the provisions of this Clause 12, provided that any such release, document or action shall be without representation or warranty from, or recourse to, any other Finance Party or Intragroup Creditor.

(b) The release of any member of the Group as contemplated in this Clause 12 will not affect or otherwise reduce the obligations and/or liabilities of any other member of the Group to any of the Finance Parties or Intragroup Creditors.

13. APPLICATION OF RECOVERIES

13.1 Application order (Senior Security)

All amounts from time to time received or recovered by the Security Agent which it is instructed by the Senior Agent as being required to be applied in satisfaction of some or all of the Senior Liabilities under this Deed and all other amounts received by it from any Obligor in respect of any Senior Liabilities (other than those payments that are permitted pursuant to, and are made in accordance with the terms of, the Senior Finance Documents) (whether under the turnover provisions or otherwise) shall be applied by the Security Agent in the following order of priority:

(a) first, in or towards payment of amounts payable (including unpaid fees, costs and expenses and interest thereon provided for under the Senior Finance Documents) to the Security Agent (and any receiver, administrator, delegate, adviser, agent or co-trustee appointed by it) under any of the Senior Finance Documents;

(b) second, in or towards payment of unpaid costs and expenses properly incurred by or on behalf of the Finance Parties (other than the Security Agent) and the On-Loan Facility Agent in connection with the realisation or enforcement of the Senior Security;

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(c) third, in payment to the Senior Agent in or towards any unpaid costs and expenses of the Senior Agent and On-Loan Agent;

(d) fourth, in payment pro rata of any accrued interest due and payable but unpaid under the Senior Facilities Agreement and any amounts due and payable but unpaid under the Hedging Documents (other than any termination payments under any Hedging Document);

(e) fifth, in payment pro rata of any principal, and any termination payment, due and payable but unpaid under the Senior Facilities Agreement and the Hedging Documents;

(f) sixth, to the extent received from CEDC pursuant to the CEDC Subordination Deed, to CEDC; and

(g) seventh, in payment of any surplus to the relevant Obligors or other persons entitled to it,

and pending such application, once received by the Security Agent, such amounts shall be held on trust by the Security Agent for the persons entitled to them.

13.2 Appropriations

Each Finance Party may (subject to the provisions of this Deed and the other Senior Finance Documents ):

(a) apply any moneys received from the Security Agent under Clause 13.1 (Application order (Senior Security)) to any part of the Liabilities owed to it in any order or manner which it may determine; and

(b) hold any moneys received from the Security Agent under Clause 13.1 (Application order (Senior Security)) in a suspense account (bearing interest at a market rate usual for accounts of that type) unless and until those moneys are sufficient in aggregate in order to discharge that Finance Party’s portion of the relevant Liabilities in full.

13.3 Non-cash Distributions

If the Security Agent receives any distribution otherwise than in cash in respect of any of the Liabilities, the Security Agent shall realise such distributions in the manner determined by the Senior Agent and shall apply the proceeds of such realisation in accordance with Clause 13.1 (Application order (Senior Security)).

13.4 Sums received by an Obligor

If an Obligor receives any sum which, pursuant to any of the Senior Finance Documents, should have been paid to the Security Agent, that sum shall promptly be paid to the Security Agent for application in accordance with Clause 13.1 (Application Order (Senior Security)) and pending such payment shall be held by such Obligor on trust for the Security Agent.

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13.5 Certificates

The Security Agent may rely on any certificate made or given by the Senior Agent as to the existence and amount of any Secured Obligation.

13.6 Conversion of Currencies

If the Security Agent receives any amount under this Deed or otherwise in respect of any of the Liabilities in a currency other than, prior to the Final Discharge Date, the currency of the Senior Liabilities, the Security Agent may convert such amount into the currency of the relevant Liabilities at the spot rate of exchange nominated by the Senior Agent for the purchase of such currency in the London foreign exchange market with the currency of the amount received.

13.7 Preservation of Liabilities

None of the Liabilities shall be deemed reduced:

(a) by the receipt of any amount by any Finance Party or Intragroup Creditor, if and to the extent that, by virtue of the operation of this Deed, such amount is required to be paid over to (and pending such payment held upon trust for) the Security Agent for application and distribution pursuant to the terms hereof; or

(b) by the receipt of any amount by the Security Agent pursuant to the terms of this Deed for application pursuant to the terms hereof,

unless and until such amount is actually applied and distributed by the Security Agent pursuant to and in accordance with Clause 13.1 (Application order (Senior Security)).

14. PRO RATA SHARING

14.1 Recoveries

Subject as provided in Clause 14.2 (Exceptions), if any Senior Finance Party (the “Recovering Party”) receives (by way of payment, set-off or otherwise) an amount in discharge of the Senior Liabilities (such amount a “Recovery”) after a Declared Default has occurred other than as a result of a payment under Clause 13.1 (Application order (Senior Security)) then:

(a) within two Business Days of receipt of the Recovery, the Recovering Party shall pay to the Security Agent an amount equal (or equivalent) to such Recovery;

(b) the Security Agent shall redistribute such payment in accordance with Clause 13.1 (Application order (Senior Security)); and

(c) save for any receipt by the Recovering Party as a result of the operation of paragraph (b) above, as between the relevant Obligor and the Recovering Party the Recovery shall be treated and deemed as not having been paid.

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Each Senior Finance Party shall notify the Security Agent promptly of any such Recovery by it other than by payment through the Security Agent. If any Recovery subsequently has to be wholly or partly refunded by the Recovering Party which paid an amount equal thereto to the Security Agent under paragraph (a) above, each Senior Finance Party to which any part of that amount was distributed shall, on request from the Recovering Party, repay to the Recovering Party that Senior Finance Party’s pro rata share of the amount which has to be refunded by the Recovering Party.

14.2 Exceptions

The provisions of Clause 14.1 (Recoveries) shall not apply to any Ancillary Lender to the extent that any amount is received or recovered by an Ancillary Lender as a result of exercising rights arising under the Ancillary Documents to set off sums due and payable by and to it under those documents or to any Hedge Provider as a result of exercising rights to net sums due and payable by and to it under the Hedging Agreements.

14.3 Loss Sharing

Subject to Clause 4.8 (Impaired Recovery in relation to a Hedging Agreement):

(a) if for any reason any of the Senior Liabilities remain undischarged and any resulting losses are not being borne by the Senior Lenders and the Hedge Providers pro rata to the amount which their respective Commitments (under and as defined in the Senior Facilities Agreement and, in the case of the Hedge Providers, determined in accordance with paragraph (b) below) to the Total Commitments (defined and determined as aforesaid) at the Enforcement Date, the Finance Parties shall make such payments between themselves as the Senior Agent shall require to ensure that after taking into account such payments such losses are borne by the Finance Parties pro rata to their Commitments (defined and determined as aforesaid); and

(b) for the purpose of this Clause 14.3 the Total Commitments (under and as defined in the Senior Facilities Agreement) will be notionally increased by a Mark-to-market Amount with respect to each Hedge Providers’ interest in the Hedging Liabilities on the Enforcement Date and each Hedge Provider shall be deemed to have a Commitment (under and as defined in the Senior Facilities Agreement) in a Mark-to-market Amount with respect to the Hedging Liabilities owed to it.

14.4 Indemnity

The Obligors will fully indemnify each of the Finance Parties on demand for the amount of any payment or distribution in accordance with this Clause 14 (Pro Rata Sharing) to the extent that any such payment or distribution would otherwise result in the reduction or discharge of the Senior Liabilities.

14.5 Adjustments

To the extent that by reason of applicable law the Security Agent or the Senior Agent is not able to apply amounts received pursuant to the enforcement of guarantees and

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the Transaction Security in payment to the Finance Parties pro rata to the outstanding Senior Liabilities due to such Finance Parties, such amount shall be applied as the Senior Agent shall reasonably determine in accordance with applicable law subject to the Finance Parties making any payments required between themselves in order to place each of the Finance Parties in the same position as they would have been in had such amounts been able to be applied the Senior Liabilities on a pro rata basis.

15. STATUS OF OBLIGORS AND WARRANTIES

15.1 Obligors’ Acknowledgements and Undertakings

Each Obligor acknowledges the priorities, rights and obligations set out in this Deed and undertakes with each of the Finance Parties to observe the provisions of this Deed and not to take or agree to take, or receive or agree to receive the benefit of, any action which may in any way prejudice or adversely affect the implementation of the provisions of this Deed or do or permit to be done anything which would be inconsistent with any provision of this Deed.

15.2 Representations of Certain Parties

Each Intragroup Creditor, Intragroup Debtor or Shareholder Creditor makes the representations and warranties set out in this Clause 15.2 to each Finance Party only in relation to itself, in each case on the date of this Deed or (if later) the date on which it becomes a Party:

(a) it is duly incorporated (if a corporate person) or duly established (in any other case) and validly existing under the law of its jurisdiction of incorporation or formation;

(b) it has the power to own its own assets and carry on its business as it is being, and is proposed to be, conducted;

(c) subject to any applicable Legal Reservations, the obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable;

(d) the entry into and performance by it of, and the transactions contemplated by, this Deed do not and will not conflict with: (i) any law or regulation applicable to it; (ii) its Constitutional Documents; or (iii) any agreement or instrument binding on it or any of its assets, in each case to the extent that it would reasonably be expected to have a Material Adverse Effect;

(e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Deed and the transactions contemplated by this Deed;

(f) subject to any applicable Legal Reservations, all Authorisations required for the performance by it of this Deed and the transactions contemplated by this Deed and to make this Deed admissible in evidence in its jurisdiction of incorporation have been obtained or effected and are in full force and effect; and

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(g) subject to the Security under the Transaction Security, it is the sole beneficial owner of the Intragroup Liabilities, Restricted Parent to Subsidiary Debt or Shareholder Loans (as relevant) owed to it.

16. INFORMATION AND CO-OPERATION

16.1 Defaults

(a) The Senior Agent will notify the Security Agent promptly upon its becoming aware of the occurrence of any Senior Default.

(b) Each Party to this Deed will notify each Agent of any breach of the provisions of this Deed promptly upon its becoming aware of the same.

16.2 Waiver of Defaults

Upon the waiver or remedy of a Senior Default in accordance with the applicable Senior Finance Documents, the Senior Agent will promptly notify the others in writing of that waiver or remedy.

16.3 Amounts of Liabilities

The Senior Agent will, from time to time and following written request by the Security Agent, notify the Security Agent in writing of the amount of the Liabilities in respect of the Senior Finance Documents as to which such Agent is Agent.

16.4 Other Information

Each Obligor (on behalf of itself and each other member of the Group) authorises each Finance Party to disclose to each other Finance Party all information which relates to it or to the Group as a whole or to any member of the Group and which is possessed by that Finance Party in connection with any Senior Finance Document (including information regarding the respective amounts of Liabilities outstanding from time to time).

16.5 Co-operation

Each Party undertakes to use all reasonable endeavours to ensure that any Security for any of the Senior Liabilities from time to time held or obtained from any member of the Group shall be constituted by the Transaction Security Documents and/or the Supplemental Security (if applicable) and held by the Security Agent, in its own name or as agent or trustee, for the benefit of the Finance Parties in accordance with and to the extent of, their respective priority entitlements set out in this Deed, provided that the Supplemental Security may be held by Ancillary Lenders and/or Hedge Providers in accordance with and subject to the terms of this Deed. If for any reason it is not possible for any Security for the Senior Liabilities to be held by the Security Agent in such manner, the Parties shall procure that any alternative holder of Security shall, as a condition precedent to its accepting any such Security, adhere to this Deed by accepting obligations mutatis mutandis identical in all material respects to those incumbent on the Security Agent under this Deed. Any Ancillary Lender or Hedge Provider that holds Supplemental Security agrees that it shall have obligations in respect of such Supplemental Security mutatis mutandis identical in all material respects to those incumbent on the Security Agent under this Deed.

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16.6 Consultation

(a) The Senior Agent shall consult with and instruct the Security Agent regarding the taking of any formal steps to exercise any remedy against any member of the Group or taking or giving any instructions to the Security Agent to take other Enforcement Action and generally with regard to significant matters affecting the rights of the Parties as regulated by this Deed.

(b) Nothing in this Clause 16.6 or elsewhere in this Deed will invalidate or otherwise affect any action or step taken in accordance with the provisions of this Deed without any such consultation.

16.7 Ranking Overseas

Each Party undertakes to use all reasonable endeavours to ensure that the provisions of this Deed as to the relative ranking of priorities and subordination as between the Finance Parties and the Intragroup Creditors shall be given effect to in all relevant jurisdictions.

17. POWERS OF ATTORNEY

17.1 Appointment by the Finance Parties and Intragroup Creditors

By way of security for the performance of its obligations under this Deed, each of the Finance Parties and the Intragroup Creditors irrevocably appoints the Security Agent, who accepts and declares an interest therein, individually as its attorney (with full power to appoint substitutes and to delegate) in its name and on its behalf to do anything which such Finance Party (a) has authorised the Security Agent, or the Senior Agent to do under this Deed or (b) is required to do by this Deed but has failed to do for a period of 10 Business Days after receiving notice from the Senior Agent or the Security Agent requiring it to do so.

17.2 Appointment by the Obligors

By way of security for the performance of its obligations under this Deed, each of the Obligors irrevocably appoints the Security Agent, any receiver appointed pursuant to any Security Document and their respective delegates and sub-delegates to be its attorney acting severally (or jointly with any other such attorney) and on its behalf and in its name or otherwise to do any and every thing which:

(a) such Obligor is obliged to do under the terms of this Deed but has failed to do for a period of 5 Business Days after notice from the Security Agent requiring it to do so; or

(b) following a Declared Default, which such attorney considers necessary or desirable in order to enable the Security Agent or such attorney to exercise the rights conferred on it by this Deed or by law.

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17.3 Ratification of Acts

Without prejudice to the generality of Clauses 17.1 (Appointment by the Finance Parties and Intragroup Creditors) and 17.2 (Appointment by the Obligors), each of the Finance Parties, the Intragroup Creditors and the Obligors hereby undertakes with the Security Agent and/or the Senior Agent that promptly upon request, each Finance Party, Intragroup Creditors or Obligor will ratify and confirm all transactions entered into and other actions by the Security Agent and/or the Senior Agent (or any of their substitutes or delegates) in the proper exercise of the power of attorney granted to it hereunder.

18. THE SECURITY AGENT

18.1 Declaration of Trust

To the extent the Transaction Security is not transferred, charged or granted to the Security Agent, on trust, and subject to the provisions of Clause 18.5 (Non-Trust Jurisdictions), the Security Agent declares itself trustee of the Senior Security (other than the On-Loan Finance Documents) to hold on trust for the Finance Parties to hold such Security on the terms and subject to the conditions set out in this Deed (including those set out in Schedule 4 (Security Agent Provisions) and any reference in Clause 17 (Powers of Attorney) and this Clause 18 and Schedule 4 (Security Agent Provisions), to “Security Agent” and “Transaction Security” shall be construed in relation to any Senior Security (other than the On-Loan Finance Documents) and any Debt Liability to mean the Security Agent and/or the Senior Security (other than the On-Loan Finance Documents), mutatis mutandis.

18.2 Provisions Supplemental to the provisions of the Trustee Act 1925 and the Trustee Act 2000 (the “Trustee Acts”)

Where there are any inconsistencies between the Trustee Acts and the provisions of this Deed, the provisions of this Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Deed shall constitute a restriction or exclusion for the purposes of that Act. The Security Agent shall have such rights, powers, authorities and discretions as are conferred on trustees by the Trustee Acts together with such rights, powers and discretions as are reasonably incidental thereto and by way of supplement to the Trustee Acts such rights, powers, authorities and discretions as expressly provided in the following provisions of this Clause 18 and as further declared in Schedule 4 (Security Agent Provisions) to this Deed. Section 1 of the Trustee Act 2000 shall not apply to any function of the Security Agent, provided that if the Security Agent fails to show the degree of care and diligence required of it as trustee, nothing in this Deed shall relieve or indemnify it from or against any liability that would otherwise attach to it in respect of any gross negligence or wilful misconduct of which it may be guilty.

18.3 Rights, Duties, Powers, Discretions and Remuneration of the Security Agent

(a) The Security Agent shall have such rights, powers, authorities and discretions as are conferred on it by this Deed and the Transaction Security Documents (other than the On-Loan Finance Documents) together with such rights, powers and discretions as are reasonably incidental thereto.

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(b) Notwithstanding any provision in this Deed to the contrary, the Security Agent may, in its absolute discretion refrain from taking any (or any further) action or exercising any right, power, authority or discretion under or in respect of this Deed or any Security Document (other than the On-Loan Finance Documents) until it has received instructions from the Senior Agent as to whether (and/or the way in which) such action, right, power, authority or discretion is to be taken or exercised.

(c) The Security Agent shall not be required to take any action in accordance with any instructions from the Senior Agent in respect of this Deed or any of the Transaction Security Documents (other than the On-Loan Finance Documents) unless it has been indemnified and/or secured to its satisfaction (whether by way of payment in advance or otherwise) against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing.

(d) The Security Agent shall be entitled to such remuneration as it may from time to time agree with the Company. The Security Agent shall not by virtue of receiving any such remuneration or other payment be deprived of any rights, powers, privileges or immunities which a gratuitous trustee would have had in relation to this Deed or any of the Transaction Security Documents (other than the On-Loan Finance Documents).

18.4 Indemnity to Security Agent and Counter-Indemnity

(a) To the extent that an Obligor does not do so on demand or is not obliged to do so, each Secured Party hereby jointly and severally agrees to indemnify the Security Agent on demand against any action, charge, claim, cost, damage, demand, expense (including legal fees), liability, loss or proceeding which may be brought, made or preferred against or suffered, sustained or incurred by the Security Agent in complying with any instructions from any of the Finance Parties or otherwise sustained or incurred by the Security Agent in connection with this Deed or any Senior Finance Document (other than a On-Loan Finance Document) or its rights, powers, authorities, discretions, duties, obligations and responsibilities under any such document except to the extent that the liability or loss arises directly from the Security Agent’s gross negligence or wilful misconduct.

(b) To the extent that a Secured Party is required to indemnify the Security Agent pursuant to paragraph (a) above as a result of any action which the Company or any member of the Group is required to take but does not, the Company agrees to indemnify each such Secured Party within 3 Business Days’ of demand against any amount it has paid to the Security Agent pursuant to paragraph (a) above.

18.5 Non-Trust Jurisdictions

It is hereby agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be created by this Deed, the relationship of the Finance Parties to the Security Agent shall, except to the extent provided otherwise in the Transaction Security Documents (other than the On-Loan Finance Documents), be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this Deed shall have full force and effect between the Parties.

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18.6 Covenant to Pay

Each Obligor (other than an On-Loan Obligor) hereby covenants with the Security Agent as trustee for the relevant Finance Parties that on demand of the Security Agent such Obligor shall discharge all obligations which are then due and payable and which such Obligor may at any time owe to the Security Agent (whether for its own account or as trustee for the Finance Parties) or any of the other Finance Parties (whether for their own account or as trustee or agent of the persons who such Finance Parties represent or for whom they act) under or pursuant to the Senior Finance Documents (other than the On-Loan Finance Documents) including any liability in respect of any further advances made under the Senior Finance Documents (other than the On-Loan Finance Documents), whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or as surety or in some other capacity) and each Obligor (other than an On-Loan Obligor) shall pay to the Security Agent when due and payable every sum at any time owing, due or incurred by such Obligor to the Security Agent (whether for its own account or as trustee for the Finance Parties) or any of the other Finance Parties (whether for their own account or as trustee or agent of the persons who such Finance Parties represent or for whom they act) in respect of any such liabilities.

18.7 Parallel Debt Obligation

(a) Each Obligor (other than an On-Loan Obligor) and the Security Agent acknowledge that the obligations of each Obligor (other than an On-Loan Obligor) under Clause 18.6 (Covenant to Pay) above are several and separate and independent from, and shall not in any way limit or affect, the corresponding obligations of that Obligor to any Finance Party under any Senior Finance Document (its “Corresponding Debt”) nor shall the amounts for which each Obligor (other than an On-Loan Obligor) is liable under Clause 18.6 (Covenant to Pay) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt, provided that:

(i) the Parallel Debt of each Obligor (other than an On-Loan Obligor) shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(ii) the Corresponding Debt of each Obligor (other than an On-Loan Obligor) shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the case of guarantee obligations) discharged.

(b) For the purpose of this Clause 18.7, the Security Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Security granted under the Senior Finance Documents (other than the On-Loan Finance Documents) to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

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(c) All monies received or recovered by the Security Agent pursuant to this Clause 18.7, and all amounts received or recovered by the Security Agent from or by the enforcement of any Security granted to secure the Parallel Debt, shall be applied in accordance with this Deed.

(d) Without limiting or affecting the Security Agent’s rights against the Obligors (whether under this Clause 18.7 or under any other provision of the Senior Finance Documents), each Obligor acknowledges that nothing in this Clause 18.7 shall impose any obligation on the Security Agent to advance any sum to any Obligor or otherwise under any Senior Finance Document.

(e) In addition, but without prejudice to the foregoing, the Security Agent shall be the joint creditor (together with the relevant Finance Party) of all obligations of each Obligor (other than the On-Loan Obligors) towards each of the Finance Parties under the Senior Finance Documents.

19. COSTS AND EXPENSES

Clause 22 (Costs and Expenses) of the Senior Facilities Agreement shall apply to this Deed, as if set out herein, mutatis mutandis.

20. ROLE OF THE ON-LOAN FACILITY AGENT

20.1 Appointment of the On-Loan Facility Agent

(a) Nowdo Limited and the Finance Parties acknowledge and agree that the On-Loan Facility Agent has been appointed by Nowdo Limited to act as On-Loan Facility Agent under the On-Loan Facility Agreement and that, subject to Clause 20.8 (Exclusion of liability):

(i) Nowdo Limited has irrevocably instructed the On-Loan Facility Agent to exercise its rights, powers, authorities and discretions (if any) under the On-Loan Finance Documents to ensure, to the extent reasonably practicable (in the opinion of the On-Loan Facility Agent acting in good faith) and to the extent it is reasonably able to by such exercise, that sums payable by Nowdo Limited under any Funding Loan (as defined in the On-Loan Facility Agreement and being, at the date of this Deed, the Senior Facilities Agreement) will be available in the amounts and at the times required by such Funding Loan (while acknowledging and agreeing that the On-Loan Facility Agent shall not be liable to Nowdo Limited, any Senior Finance Party or any other person for any shortfall or timing mismatch in such payments);

(ii) Nowdo Limited acknowledges and agrees (without prejudice to any other provision of this Clause 20) that the On-Loan Facility Agent shall be fully protected and have no liabilities to it if the On-Loan Facility Agent acts or refuses to act on the basis of the On-Loan Facility Agent’s good faith belief that such action or inaction is in accordance with paragraph (i) above or Clause 20.6 (Majority Lenders’ instructions), and that this paragraph (ii) overrides any conflicting instructions Nowdo Limited may seek to give the On-Loan Facility Agent under the On-Loan Facility Documents or otherwise;

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(iii) the On-Loan Facility Agent, in such capacity, has no other obligations under or in respect of the On-Loan Finance Documents to Nowdo Limited or any other person; and

(iv) the On-Loan Facility Agent shall be fully protected and have no liabilities to any Party if it acts in accordance with Clause 20.6 (Majority Lenders’ instructions).

For the avoidance of doubt, each of the Finance Parties authorises the On-Loan Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the On-Loan Facility Agent under or in connection with the On-Loan Finance Documents together with any other incidental rights, powers, authorities and discretions, all in accordance with this Clause 20.

(b) Each of the Parties agrees that, to the extent it is able using its reasonable commercial endeavours (whether acting alone or together), it shall procure that the On-Loan Facility Agent shall at all times be the Senior Agent and that in the event of any resignation or termination of the On-Loan Facility Agent under the On-Loan Finance Documents it shall, to the extent it is able using its reasonable commercial endeavours (whether acting alone or together), procure that the successor On-Loan Facility Agent accedes to this Deed as the On-Loan Facility Agent.

(c) The Parties agree that, in the event of a conflict between the terms of any On-Loan Finance Document and this Clause 20, this Clause 20 shall prevail.

(d) Each of the Agents agrees (and the Security Agent is directed by the Senior Agent to agree) that it shall give the On-Loan Facility Agent such information regarding required payments, interest and rate setting dates, currencies and other information it reasonably requests regarding the Senior Finance Documents for which such Agent is agent to enable the On-Loan Facility Agent to comply with its obligations under paragraph (a)(i) above, and each of the Parties consents to the Agents providing the On-Loan Facility Agent with such information.

20.2 Duties of the On-Loan Facility Agent

(a) Nowdo Limited authorises the On-Loan Facility Agent to disclose any document or information it receives in its capacity as On-Loan Facility Agent to any Party and to any Finance Party on the same basis and to the same extent as if such information had been delivered to the Senior Agent for such Finance Party.

(b) The On-Loan Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document or information it forwards to another Party or Finance Party.

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(c) If the On-Loan Facility Agent receives notice from a Party referring to the On-Loan Facility Agreement, describing a Senior Default (or a Senior Default as defined in the On-Loan Facility Agreement) and stating that the circumstance described is such a Senior Default, it shall promptly notify the Agents.

(d) If the On-Loan Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee or amount payable to Nowdo Limited or the On-Loan Facility Agent under the On-Loan Finance Documents it shall promptly notify the other Finance Parties.

(e) The On-Loan Facility Agent’s duties under the Senior Finance Documents are solely mechanical and administrative in nature.

20.3 No fiduciary duties

(a) Nothing in the On-Loan Finance Documents or this Clause 20 constitutes the On-Loan Facility Agent, any Issuing Bank under the On-Loan Finance Documents or any Ancillary Lender under the On-Loan Finance Documents as a trustee or fiduciary of any other person.

(b) None of the On-Loan Facility Agent, the Issuing Bank and each Ancillary Lender shall be bound to account to any person for any sum or the profit element of any sum received by it for its own account.

20.4 Business with the Group

The On-Loan Facility Agent, the Issuing Bank and each Ancillary Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

20.5 Rights and discretions

(a) The On-Loan Facility Agent and the Issuing Bank may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The On-Loan Facility Agent may assume (unless it has received notice to the contrary in its capacity as On-Loan Facility Agent) that:

(i) no Senior Default (or Senior Default as defined in the On-Loan Facility Agreement) has occurred (unless it has actual knowledge of such a Senior Default);

(ii) any right, power, authority or discretion vested in any person under any of the Senior Finance Documents or the On-Loan Finance Documents has not been exercised; and

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(iii) any notice or request made by the Parent, the Company or the Target is made on behalf of and with the consent and knowledge of all the On-Loan Obligors.

(c) The On-Loan Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The On-Loan Facility Agent may act in relation to the On-Loan Finance Documents through its personnel and agents.

(e) The On-Loan Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the On-Loan Finance Documents.

(f) Notwithstanding any other provision of any On-Loan Finance Document to the contrary, none of the On-Loan Facility Agent, the Issuing Bank or any Ancillary Lender is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

20.6 Majority Lenders’ instructions

(a) The On-Loan Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Senior Creditors (or, if so instructed by the Majority Senior Creditors, refrain from exercising any right, power, authority or discretion vested in it as On-Loan Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Senior Creditors.

(b) The On-Loan Facility Agent may refrain from acting in accordance with the instructions of the Majority Senior Creditors until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(c) In the absence of instructions from the Majority Senior Creditors, the On-Loan Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Finance Parties (subject always to paragraph (a) of Clause 20.1 (Appointment of the On-Loan Facility Agent) under the Senior Finance Documents.

20.7 Responsibility for documentation

None of the On-Loan Facility Agent, the Issuing Bank or any Ancillary Lender:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the On-Loan Facility Agent, the Issuing Bank, an Ancillary Lender, an Obligor, an On-Loan Obligor or any other person given in or in connection with any Senior Finance Document, any On-Loan Finance Document or the Information Memorandum or the Reports or the transactions contemplated in the Senior Finance Documents or the On-Loan Finance Documents; or

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(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Senior Finance Document, the Transaction Security or any On-Loan Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Senior Finance Document or the Transaction Security or any On-Loan Finance Document.

20.8 Exclusion of liability

(a) Without limiting paragraph (b) below, none of the On-Loan Facility Agent, the Issuing Bank, or any Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any On-Loan Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the On-Loan Facility Agent, the Issuing Bank or an Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the On-Loan Facility Agent, the Issuing Bank or any Ancillary Lender, in respect of any claim it might have against the On-Loan Facility Agent, the Issuing Bank or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any On-Loan Finance Document, any Senior Finance Document or any Transaction Document and any officer, employee or agent of the On-Loan Facility Agent, the Issuing Bank or any Ancillary Lender may rely on this Clause.

(c) The On-Loan Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the On-Loan Finance Documents to be paid by the Facility Agent if the On-Loan Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the On-Loan Facility Agent for that purpose.

(d) Nothing in this Deed or the On-Loan Finance Documents shall oblige the On-Loan Facility Agent to carry out any “know your customer” or other checks in relation to any person on behalf of Nowdo Limited, any Senior Finance Party or any other person and each Party confirms to the On-Loan Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the On-Loan Facility Agent.

(e) The On-Loan Facility Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct and the liability of the On-Loan Facility Agent under this Agreement is limited to actual pecuniary damages directly resulting from wilful misconduct or gross negligence on the part of the On-Loan Facility Agent.

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In no event shall the On-Loan Facility Agent be liable for any special, indirect, consequential or punitive damages arising from its performance of the Finance Documents, and the other Parties hereto waive and release any claim against the On-Loan Facility Agent for any such damages, whether or not accrued and whether or not such claim is known or suspected to exist.

20.9 Lenders’ indemnity to the On-Loan Facility Agent and Counter-Indemnity

(a) To the extent that a member of the Group does not do so on written demand or is not obliged to do so, each Secured Party (other than the Security Agent) hereby jointly and severally agrees to indemnify the On-Loan Facility Agent on written demand against any action, charge, claim, cost, damage, demand, expense (including legal fees), liability, loss or proceeding which may be brought, made or preferred against or suffered, sustained or incurred by the On-Loan Facility Agent in complying with any instructions from any of the Finance Parties or otherwise sustained or incurred by the On-Loan Facility Agent in connection with this Deed or any On-Loan Finance Document or its rights, powers, authorities, discretions, duties, obligations and responsibilities under any such document except to the extent that the liability or loss arises directly from the On-Loan Facility Agent’s gross negligence or wilful misconduct.

(b) To the extent that a Secured Party is required to indemnify the Security Agent pursuant to paragraph (a) above as a result of any action which Nowdo Limited is required to take but does not, Nowdo Limited agrees to indemnify each such Secured Party within three Business Days’ of demand against any amount it has paid to the Security Agent pursuant to paragraph (a) above.

20.10 Resignation of the On-Loan Facility Agent

(a) Without prejudice to the Facility Agent Appointment Letter, the On-Loan Facility Agent may resign and appoint one of its Affiliates acting through an office in London as successor by giving notice to the Senior Agent and Nowdo Limited.

(b) Alternatively the On-Loan Facility Agent may resign by giving notice to the Senior Agent and Nowdo Limited, in which case the Majority Senior Creditors (after consultation with Nowdo Limited) may appoint a successor On-Loan Facility Agent.

(c) Upon the appointment of a successor (and the acceptance by such successor of such appointment), the retiring On-Loan Facility Agent shall be discharged from any further obligation in respect of the On-Loan Finance Documents but shall remain entitled to the benefit of this Clause 20. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(d) After consultation with Nowdo Limited, the Majority Senior Creditors may, by notice to the On-Loan Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the On-Loan Facility Agent shall resign in accordance with paragraph (b) above.

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20.11 Confidentiality

(a) In acting as agent under the On-Loan Finance Documents, the On-Loan Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the On-Loan Facility Agent, it may be treated as confidential to that division or department and the On-Loan Facility Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Senior Finance Document to the contrary or the On-Loan Finance Documents, the On-Loan Facility Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

20.12 Credit appraisal by the Lenders, Issuing Bank and Ancillary Lenders

(a) Without affecting the responsibility of any Obligor or On-Loan Obligor for information supplied by it or on its behalf in connection with any Senior Finance Document or On-Loan Finance Document, Nowdo Limited and each Finance Party, Issuing Bank and Ancillary Lender confirms to the On-Loan Facility Agent, the Issuing Bank and each Ancillary Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Senior Finance Document or On-Loan Finance Document including but not limited to:

(i) the financial condition, status and nature of each member of the Group;

(ii) the legality, validity, effectiveness, adequacy or enforceability of any Senior Finance Document and the Transaction Security and On-Loan Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Senior Finance Document or the Transaction Security or any On-Loan Finance Document;

(iii) whether that Secured Party or Nowdo Limited has recourse, and the nature and extent of that recourse, against any Party or any other member of the Group or any of such Party’s or member’s respective assets under or in connection with any Senior Finance Document, the Transaction Security, any On-Loan Finance Document, the transactions contemplated by any or all thereof or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any or all thereof;

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(iv) the adequacy, accuracy and/or completeness of the Information Memorandum, the Reports and any other information provided by the On-Loan Facility Agent, any Party or by any other person under or in connection with any Senior Finance Document or On-Loan Finance Documents, the transactions contemplated by the Senior Finance Documents, the On-Loan Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any thereof; and

(v) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property (as defined in the Senior Facilities Agreement), the priority of any of the Transaction Security or the existence of any Security affecting such Charged Property.

20.13 On-Loan Facility Agent’s management time

Any cost reimbursement or indemnity amount payable to the On-Loan Facility Agent under this Deed or the On-Loan Facility Agreement in connection with or following the occurrence of a Senior Default or a Senior Default (as defined in the On-Loan Facility Agreement) shall include the cost of utilising the On-Loan Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the On-Loan Facility Agent may notify to Nowdo Limited and the Agents, and is in addition to any fee paid or payable to the On-Loan Facility Agent under the On-Loan Facility Agreement.

20.14 Deduction from amounts payable by the On-Loan Facility Agent

If any Party owes an amount to the On-Loan Facility Agent under the On-Loan Finance Documents or this Deed the On-Loan Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the On-Loan Facility Agent would otherwise be obliged to make under the On-Loan Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the On-Loan Finance Documents that Party shall be regarded as having received any amount so deducted.

21. CHANGES TO THE PARTIES

21.1 Binding Nature

This Deed shall be binding on and enure to the benefit of each Party, its successors and assigns.

21.2 No Assignment by Obligors

None of the rights, benefits and obligations of the Obligors hereunder shall be capable of being assigned or transferred and each Obligor undertakes that it will not seek to assign or transfer any of its rights, benefits or obligations hereunder.

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21.3 Further Subsidiaries as Parties

If any member of the Group:

(a) borrows, guarantees, grants Security for or otherwise becomes liable for any Liabilities; or

(b) in relation to a member of the Target Group only, becomes a creditor in respect of any Intragroup Liabilities in a principal amount exceeding US$2,500,000, or is or becomes a member of any group of such companies that are creditors in respect of Intragroup Liabilities in an aggregate principal amount exceeding US$5,000,000,

or if any other person becomes a creditor of any Subordinated Liabilities, the Company will procure that such member of the Group or Subordinated Creditor (as the case may be) will promptly become a party hereto as an Obligor, an Intragroup Debtor and/or an Intragroup Creditor (as the case may be) by the completion, execution of and delivery to the Senior Agent, in the case of an Obligor and/or Intragroup Debtor, an Obligor Deed of Accession and/or by the effect of such member of the Group acceding to the Senior Facilities Agreement pursuant to Clause 31 (Changes to the Obligors) of the Senior Facilities Agreement and/or in the case of an Intragroup Creditor, a Creditor Deed of Accession and the Parties hereto confirm that accession to this Deed may result from such accession to the Senior Facilities Agreement to the extent provided therein.

21.4 New Finance Parties

(a) The Parties agree that none of the Finance Parties will assign or transfer to any person the whole or any part of their rights or obligations in respect of any of the Liabilities unless the assignee or transferee previously or simultaneously agrees with the other parties hereto to be bound by the provisions of this Deed as if it were an original party hereto, as a Senior Finance Party by the execution of and delivery to the Senior Agent of the appropriate form of Creditor Deed of Accession (with a copy to the Security Agent).

(b) The Parties confirm that any transferee or assignee of any Finance Party who complies with the provisions of paragraph (a) above shall be entitled to the benefit of the provisions contained herein as if it had originally been a party hereto.

21.5 New Parties

Each Party (including parties subsequently becoming bound by this Deed) irrevocably authorises the Senior Agent to execute on its behalf the appropriate form of deed of accession so as to make such person a party to this Deed and to effect such amendments to the form of deed of accession as may, in the reasonable opinion of the Senior Agent, be necessary for such purpose, provided that any such amendment in any deed of accession which would materially and adversely affect any right, or impose or vary any material obligation, of any of the Parties shall be subject to the provisions of Clause 23 (Amendments and Waivers).

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21.6 Resignation or Removal of the Agents

None of the Agents may resign or be removed except as specified in the applicable Senior Finance Document and only if a replacement Agent agrees to become the replacement agent under this Deed by the execution of a Creditor Deed of Accession.

22. NOTICES

22.1 Communication of Notices

Each communication to be made hereunder shall be made in writing and unless otherwise provided shall be made by fax or letter.

22.2 Delivery of Notices

Any communication or document to be made or delivered by one person to another pursuant to this Deed shall (unless that other person has by 15 days’ prior written notice to each of the Agents specified another address) be made or delivered to that other person at the address specified with that person’s signature to this Deed or, in the case of any person becoming party hereto after the date hereof in the relevant deed of accession or other relevant document executed by it and shall be deemed to have been made or delivered when dispatched (in the case of any communication made by fax) or (in the case of any communication made by letter) when left at that address or (as the case may be) five days after being deposited in the post, postage prepaid, in an envelope addressed to it at that address provided that any communication or document to be made or delivered to an Agent shall be effective only when received by that Agent and then only if the same is expressly marked for the attention of the department or officer identified with the signature below (or such other department or officer as the Senior Agent shall from time to time specify for this purpose).

23. AMENDMENTS AND WAIVERS

23.1 Amendments

Subject to Clause 23.2 (Technical Amendments), the Senior Agent at the applicable time may, from time to time, agree to amend this Deed and any amendments so made by the Senior Agent shall be binding on all the Parties provided that any amendment which would in the reasonable opinion of the Senior Agent:

(a) materially and adversely affect any right of any of the Finance Parties may not be made without the prior written consent of the Majority Senior Creditors;

(b) impose or vary any obligation of any of the Finance Parties may not be made without the prior written consent of the Majority Senior Creditors; or

(c) materially and adversely affect any right, or impose or vary any obligation, of any other Party may not be made without the consent of that Party.

23.2 Technical Amendments

Notwithstanding Clause 23.1 (Amendments), the Senior Agent with the consent of the Obligor’s Agent (as defined in the Senior Facilities Agreement (such consent not to

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be unreasonably withheld or delayed, and to be deemed given if no reply is received within 5 Business Days)) may determine administrative matters and make technical amendments arising out of a manifest error on the face of this Deed, where such amendments would in the opinion of the Senior Agent not prejudice or otherwise be adverse to the position of the Finance Parties or the Intragroup Creditors (as the case may be), without reference to the Finance Parties or the Intragroup Creditors.

23.3 Amendments to Transaction Security Documents

(a) Subject to paragraph (c) below, any provision of a Security Document may be amended or waived by the written agreement of the relevant Obligor(s) and the Security Agent (acting pursuant to paragraph (b) below).

(b) In agreeing to amend or waive the provisions of any Security Document, the Security Agent shall act in accordance with the instructions of the Senior Agent (who in turn shall take instructions from the Senior Lenders affected thereby), if within the circumstances envisaged by Clause 40.2 (Exceptions) of the Senior Facilities Agreement.

(c) Any amendment or a waiver under or pursuant to this Deed that affects the rights and benefits of a single Class (as defined below) of the Finance Parties (and not all the Finance Parties in a like or similar manner), shall (in addition to the requirements of paragraph (b) above) require the written consent of the Majority Creditors of such affected Class.

(d) For the purposes of paragraph (c) above:

(i) “Class” means each of the Senior Lenders or the Hedge Providers; and

(ii) “Majority Creditors” means, in relation to the Senior Lenders, Senior Lenders holding in aggregate more than 66 ²/3% of the Senior Liabilities (excluding the Hedging Liabilities) and in relation to the Hedge Providers, Hedge Providers holding in aggregate more than 66 ²/3% of the Hedging Liabilities.

23.4 Amended Deed

If any amendment is made to this Deed, the Senior Agent shall provide a copy of any such amendment (clearly showing the amendments made) to each of the Parties hereto.

23.5 Waivers

If a Finance Party amends, or gives a consent or waives a right pursuant or in relation to the provisions of the Senior Finance Documents, such amendment, consent or waiver, if given in accordance with the Senior Finance Documents and the other terms of this Deed, shall automatically operate as an amendment, consent or waiver given pursuant to the provisions of the Subordinated Documents. Nothing in this Clause 23.5 will operate to waive, reduce, discharge or extend the due date for payment of or reschedule any of the Intragroup Liabilities.

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23.6 Termination

This Deed shall terminate upon the Final Discharge Date.

24. ENGLISH LANGUAGE

Each communication and document made or delivered by one person to another pursuant to this Deed shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof.

25. PARTIAL INVALIDITY

If at any time any provision hereof is or becomes illegal, invalid or unenforceable, or the Security or any part thereof is or becomes ineffective, in any respect under the Law of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect or impair the legality, validity or enforceability of the remaining provisions hereof, the effectiveness in any other respect of such Security or such part thereof or the legality, validity or enforceability of such provision or the effectiveness of such Security of such part thereof under the law of any other jurisdiction.

26. THIRD PARTY RIGHTS

(a) Except as expressly provided to the contrary in this Deed, a person who is not a party to this Deed shall have no rights to enforce any of the terms or provisions of this Deed other than those it would have had if the Contracts (Rights of Third Parties) Act 1999 had not come into force.

(b) The consent of any person who is not a party to this Deed is not required to rescind or vary this Deed at any time.

27. COUNTERPARTS

This Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

28. GOVERNING LAW

This Deed is governed by, and shall be construed in accordance with, English Law.

29. JURISDICTION

29.1 Arbitration

Subject to Clause 4.8(a)(iii) (Impaired recovery in relation to a Hedging Agreement), Clause 29.3 (Security Agent’s Option), 29.4 (Court of England), 29.5 (Waiver of Objection) and 29.7 (Proceedings in Other Jurisdictions), the parties to this Deed agree that any dispute, controversy or claim (a “Dispute”) arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or the consequences of its nullity) shall be referred to and finally resolved by arbitration under the Rules of the LCIA (the “Rules”). Save as provided in Clause 29.3 (Security Agent’s Option), the parties exclude the jurisdiction of the Courts under Sections 45 and 69 of the Arbitration Act 1996.

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29.2 Arbitral Tribunal

The arbitral tribunal shall consist of three arbitrators, one of whom shall be nominated by the Claimant(s), one of whom shall be nominated by the Respondent(s) and the third of whom, who shall act as Chairman, shall be nominated by the two party-nominated arbitrators. The parties may nominate and the LCIA may appoint arbitrators from among the nationals of any country, whether or not a party is a national of that country. The seat of arbitration shall be London, England. The language of the arbitration shall be English.

29.3 Security Agent’s Option

At any time before any Finance Party has nominated an arbitrator to resolve any Dispute or Disputes pursuant to Clause 29.1 (Arbitration), the Senior Agent may elect by notice in writing to the Company that such Dispute(s) be heard by the courts of England or by any other court of competent jurisdiction, as more particularly described in Clause 29.4 (Courts of England) and 29.7 (Proceedings in Other Jurisdictions). If the Senior Agent gives such notice, the Dispute(s) to which such notice refers shall be determined in accordance with 29.4 (Courts of England).

29.4 Courts of England

Each of the Parties other than the Finance Parties irrevocably agrees for the benefit of each of the Finance Parties that if the Security Agent gives notice pursuant to Clause 29.3 (Security Agent’s Option), the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings (“Proceedings” ), and to settle any Disputes, which may arise out of or in connection with this Deed and, for such purposes, irrevocably submits to the jurisdiction of such courts.

29.5 Waiver of Objection

Each of the Parties other than the Finance Parties irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of England and agrees not to claim that any such court is an inconvenient or inappropriate forum.

29.6 Service of Process

Each of the Parties (other than the Finance Parties) not incorporated in England agrees that the process by which any Proceedings are begun may be served on Lion Capital LLP at its address for the time being, presently at 21 Grosvenor Square, London SW1X 7HF. If any appointment mentioned in this Clause 29.6 ceases to be effective in respect of a Party, the relevant Party shall immediately appoint a further person in England to accept service of process on its behalf in England on terms acceptable to the Senior Agent and, failing such appointment within 15 days, the Senior Agent shall be entitled to appoint such person by notice to the relevant Party. Nothing contained herein shall affect the right to serve process in any other manner permitted by Law.

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29.7 Proceedings in Other Jurisdictions

The submissions to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Finance Parties or any of them to take Proceedings against any of the Parties in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.

29.8 General Consent

Each of the Parties hereby consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.

29.9 Waiver of Immunity

To the extent that any Party other than a Finance Party may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Party hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

IN WITNESS whereof this Deed has been executed and delivered as a deed by the Parties on the day and year first above written.

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SCHEDULE 1

THE ORIGINAL PARTIES

Part 1

The Original Senior Lenders

Goldman Sachs Credit Partners L.P.

Bank Austria Creditanstalt AG

ING Bank N.V., Dublin Branch

Raiffeisen Zentralbank Österreich AG

Part 2

The Original Issuing Bank

as described in the Accession Deed

Part 3

The Original Obligors

Pasalba Ltd

Nowdo Limited

ZAO Russian Alcohol Group

ZAO Distillery Topaz

OOO Pervy Kupazhny Zavod

OOO Bravo Premium

OOO The Trading House Russian Alcohol

ZAO Sibirsky LVZ

Latchey Limited

Part 4

The Original Senior Obligors

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Original Senior Obligors

Name	Place of incorporation	Registered Number
Pasalba Ltd	Cyprus	HE 202291
Nowdo Limited	Cyprus	HE 209795
Latchey Limited	Cyprus	HE 210957

Part 5

Original Intragroup Creditors

Name	Place of incorporation	Registered Number
Lion/Rally Lux 3 s.à. r.l.	Luxembourg	B 139054
Pasalba Ltd	Cyprus	HE 202291
Nowdo Limited	Cyprus	HE 209795

Part 6

The Original Intragroup Debtors

Name	Place of incorporation	Registered Number
Pasalba Ltd	Cyprus	HE 202291
Latchey Limited	Cyprus	HE 210957
ZAO Distillery Topaz	Russia	1025004907916
OOO Bravo Premium	Russia	1027804850303
OOO The Trading House Russian Alcohol	Russia	1047796690611
OOO Pervy Kupazhny Zavod	Russia	1047101123630
ZAO Sibirsky LVZ	Russia	1075475004087
ZAO Russian Alcohol Group	Russia	1037705023190

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Part 7

The Original Shareholder Creditor

Name	Place of incorporation	Registered Number
Lion/Rally Lux 2 s.à. r.l.	Luxembourg	B 139055

Part 8

The Original Hedge Provider

The company identified in the Accession Deed as the Original Hedge Provider under this Deed.

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SCHEDULE 2

FORM OF CREDITOR DEED OF ACCESSION

THIS DEED is made on [—]

BETWEEN:

(1) [—] (the “New Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent]”); and

(2) [—] in its capacity as Senior Agent under the Intercreditor Deed (as defined below).

RECITALS:

(A) This Deed is supplemental to an intercreditor deed dated [—] 2008 and made between [—](the “Intercreditor Deed”).

(B) This Deed has been entered into to record the accession [name of new Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] as [a][Senior] Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] to the Intercreditor Deed.

IT IS AGREED as follows:

1. DEFINITIONS

Words and expressions defined in the Intercreditor Deed have the same meanings when used in this Deed.

2. ACCESSION OF NEW FINANCE PARTY

2.1 The New Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] hereby agrees [with each other person who is or who becomes a party to the Intercreditor Deed in accordance with the terms thereof] that with effect from the date hereof, it shall comply with and be bound by the terms of the Intercreditor Deed as if it had originally been a Party as a Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] [and a Finance Party].

2.2 The New Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] confirms that its address for notices for the purposes of Clause 22 (Notices) of the Intercreditor Deed is as follows:

Address:          [—]

Facsimile:         [—]

Attention of:   [—]

[and that it has appointed [•] and [•] as its process agent for the purpose of service of process pursuant to Clause 29.6 (Service of Process) of the Intercreditor Deed].

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2.3 [The Senior Agent for itself and the other parties to the Intercreditor Deed other than the New Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] confirms the acceptance of the New Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] as a Senior Lender/Hedge Provider/Issuing Bank/Intragroup Creditor/Security Agent] and a Finance Party for the purposes of the Intercreditor Deed.

3. COUNTERPARTS

This Deed may be executed in counterparts and both of those counterparts taken together shall be deemed to constitute one and the same instrument.

4. GOVERNING LAW

This Deed (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this deed) shall be governed by and construed in accordance with English law.

IN WITNESS whereof this Deed has been duly executed and delivered as a Deed on the date first above written.

THE NEW SENIOR LENDER/HEDGE PROVIDER/ISSUING BANK/INTRAGROUP CREDITOR/SECURITY AGENT]

EXECUTED as a DEED by	)
[Name]	)
acting by [a director and its	)
secretary/two directors]	)
Director
Director/Secretary
THE SENIOR AGENT
EXECUTED as a DEED by	)
[    ]	)
Director:
Director/Secretary:

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SCHEDULE 3

FORM OF OBLIGOR DEED OF ACCESSION

THIS DEED is made on [—]

BETWEEN:

(1) [—] (the “New Obligor”); and

(2) [—] in its capacity as Senior Agent under the Intercreditor Deed (as defined below).

RECITALS:

(A) This Deed is supplemental to an intercreditor deed dated [—] 2008 and made between, [—] (the “Intercreditor Deed”).

(B) This Deed has been entered into to record the accession of the New Obligor as [a/an] [Senior Borrower/Guarantor/Intragroup Debtor] under the Intercreditor Deed.

IT IS AGREED as follows:

1. DEFINITIONS

Words and expressions defined in the Intercreditor Deed have the same meanings when used in this Deed.

2. ACCESSION OF NEW OBLIGOR

2.1 The New Obligor hereby agrees [with each other person who is or who becomes a party to the Intercreditor Deed in accordance with the terms thereof] that with effect from the date hereof, it shall be bound by the terms of the Intercreditor Deed as if it had originally been a Party as [a/an] [Senior Borrower/Guarantor/Intragroup Debtor].

2.2 The New Obligor confirms that its address for notices for the purposes of Clause 22 (Notices) of the Intercreditor Deed is as follows:

Address:          [—]

Facsimile:         [—]

Attention of:   [—]

2.3 The New Obligor confirms that it has appointed [—] of [—] as its process agent for the purposes of service of process pursuant to Clause 29.6 (Service of Process) of the Intercreditor Deed.

2.4 By its signature below the Senior Agent confirms its acceptance of the New Obligor as [a/an] [Senior Borrower/Borrower/Guarantor/Intragroup Debtor] for the purposes of the Intercreditor Deed.

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3. COUNTERPARTS

This Deed may be executed in counterparts and both of those counterparts taken together shall be deemed to constitute one and the same instrument.

4. GOVERNING LAW

This Deed (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Deed) shall be governed by and construed in accordance with English law.

IN WITNESS whereof this Deed has been duly executed and delivered as a Deed on the date first above written.

THE NEW OBLIGOR
EXECUTED as a DEED by1	)
[Name of New Obligor]	)
acting by [a director and its	)
secretary/two directors]	)
Director
Director/Secretary
THE SENIOR AGENT
EXECUTED as a DEED by	)
[    ]	)
Director:
Director/Secretary:

¹ Amend execution block as appropriate.

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SCHEDULE 4

SECURITY AGENT PROVISIONS

Part 1

Supplementary Security Agent Provisions

In this Schedule any reference to the Security Agent’s Rights is a reference to the rights, powers, authorities, discretions, privileges and immunities (a) which gratuitous trustees have or may have in England and (b) which (by way of supplement to the Trustee Act 1925 and the Trustee Act 2000), are set out below:

“Security Property” means all rights, interests, benefits and other property which are or are intended to be the subject of the Transaction Security, including without limitation:

(a) any rights, interests or other property and the proceeds thereof from time to time assigned, transferred, mortgaged, charged, or pledged to or otherwise vested in the Security Agent under, pursuant to or in connection with this Deed or any Security Document to which the Security Agent is a party;

(b) any Security from time to time constituted by or pursuant to or evidenced by any Security Document to which the Security Agent is a party;

(c) any representation, obligation, covenant, warranty or other contractual provision in favour of the Security Agent (other than any made or granted solely for its own benefit) made or granted in or pursuant to any of the Transaction Security Documents to which the Security Agent is a party;

(d) any sum which is received or recovered by the Security Agent under, pursuant to or in connection with any of the Senior Finance Documents or the exercise of any of the Security Agent’s powers under or in connection therewith and which is held by the Security Agent upon trust on the terms of this Deed or any Security Document to which the Security Agent is a party; or

(e) all income and other sums at any time received or receivable by the Security Agent in respect of the Security Property (or any part thereof).

1. The Security Agent may (without any responsibility for any resulting loss) rely on:

(a) any communication, certificate, legal opinion or other document believed by it to be genuine and correct (whether obtained by, or addressed to, the Security Agent and notwithstanding any limitation or cap on liability which such communication, certificate, legal opinion or other document may be expressed to be subject to);

(b) any statement made by a director, officer, partner or employee of any person regarding any matters which the Security Agent may assume (without the need to further enquire) to be within that director’s, officer’s, partner’s or employee’s knowledge or within his power to verify;

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(c) a certificate signed by any one or more persons which, or each of which, is believed by it to be a director or other duly authorised officer of the relevant Party to the effect that any particular dealing, transaction, step or thing is, in the opinion of the person so certifying, suitable or expedient or as to any other fact or matter upon which the Security Agent may require to be satisfied and shall not be responsible for any loss that may be occasioned by its relying on any such certificate.

2. The Security Agent may obtain at the cost of the Obligors such legal or other expert advice or services as it may consider necessary or desirable. The Security Agent will not be liable to anyone where it has acted in good faith on the opinion or advice of or any information obtained from any lawyer, accountant, architect, engineer, surveyor, broker, consultant, valuer or other expert (including any auditor), whether obtained by the Security Agent or otherwise whether or not the expert’s liability in respect thereof is limited by a monetary cap or otherwise and whether or not any such opinion, advice or information contains some error or is not authentic.

3. Any opinion, advice or information on which the Security Agent relies or intends to rely may be sent or communicated by letter, telex message, facsimile transmission, telephone or any other means. The Security Agent shall not be liable for acting on any opinion, advice or information which is so conveyed, even if the opinion, advice or information contains some error or is not authentic.

4. The Security Agent may retain for its own benefit, without liability to account to any other person, any fee or other sum received by it for its own account.

5. The Security Agent may accept deposits from, lend money to or provide advisory or other services to or engage in any kind of banking or other business with any Party or a subsidiary or associated company of any of them and may do so without any obligation to account to or disclose any such arrangements to any person.

6. The Security Agent may exercise any of its rights, powers and discretions and perform any of its obligations under this Deed or any of the Transaction Security Documents through its employees or through paid or unpaid agents, which may be corporations, partnerships or individuals (whether or not lawyers or other professional persons), and shall not be responsible for any misconduct or omission on the part of, or be bound to supervise the proceedings or acts of, any such employee or agent. Any such agent which is engaged in any profession or business shall be entitled to charge and be paid all reasonable fees, expenses and other charges for its services.

7. The Security Agent may at any time and from time to time delegate, whether by power of attorney or otherwise, to any persons all or any of its rights, powers and discretions and the rights, powers and discretions which are for the time being exercisable by the Security Agent under any of the Transaction Security Documents. Any such delegation may be made upon such terms and conditions (including the power to sub-delegate with the consent of the Security Agent) as the Security Agent may think fit. The Security Agent shall not be in any way liable or responsible to any Party or any other person for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

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8. Nothing in this Deed shall limit the ability of the Security Agent to exercise any rights, powers and discretions it may have in its capacity as a Secured Party.

9. The Security Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its absolute discretion, necessary to comply with any such Law, directive or regulation.

10. The Security Agent shall not be liable for any omission or defect in, or any failure to preserve or perfect any or all of the Security including, without limitation, any failure:

(a) to obtain any licence, consent or other authority required for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any Security Document;

(b) to register or submit for registration any Security Document or other document or any security created thereby, or to file or caused to be entered any notice, caution or other entry, in any applicable register or with any applicable agency or authority;

(c) to require the deposit with it of any deed or document certifying, evidencing or constituting the title of any Obligor to any or all of the Security Property; or

(d) to require any further assurances in relation to any of the Security.

11. The Security Agent shall accept without enquiry such evidence of title as any Obligor may have to any or all of the Security Property and shall not be liable for any failure or omission to ascertain or investigate the title of any Obligor or any other person to any or all of the Security Property.

12. The Security Agent and every Receiver, delegate, sub-delegate, attorney, agent or other person appointed under this Deed or any of the Transaction Security Documents may indemnify itself out of the Security Property against all proceedings, claims and demands which may be made or taken against it and all costs, charges, damages, expenses and liabilities which it may suffer or incur unless suffered or incurred by reason of its own gross negligence or wilful misconduct.

13. The Security Agent may (without any obligation to insure and at the cost and expense of the Obligors) place this Deed, any title deeds and other documents certifying, evidencing or constituting the title to any of (i) the Security Property, (ii) the Supplemental Security and/or (iii) the security created or expressed to be created in favour of the Senior Borrower in any safe deposit, safe or other receptacle selected by the Security Agent or with any bank, financial institution or other company or lawyer or law firm believed by it to be of good repute. The Security Agent may in its absolute discretion make any such arrangements as it thinks fit for allowing any Obligor or its lawyers or auditors or other advisers access to or possession of any such title deeds and other documents. The Security Agent shall not be responsible for any loss which may result arising out of any such deposit, access or possession.

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14. Pending appropriation and distribution under Clause 13 (Application of Recoveries) and without responsibility for any loss or any reduction in return which may result from its so doing, the Security Agent may (without an obligation to do so) credit any sum received, recovered or held by it in respect of the Security Property in such a suspense or other account as the Security Agent thinks fit or invest or place on deposit such sum in the name of or under the control of the Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust moneys or with such bank or financial institution (including the Security Agent) as the Security Agent may think fit. The Security Agent may (without an obligation to do so) at any time in its absolute discretion vary, exchange, transfer or transpose any such investments or deposits for or into other such investments or deposits. Any investment made by the Security Agent may, at its discretion, be made or retained in the name of a nominee.

15. The Security Agent shall not be obliged to monitor or enquire as to whether or not a a Default or Senior Default has occurred and will not be deemed to have knowledge of the occurrence of a Default or Senior Default unless it has actual knowledge or express notice in writing thereof from the Senior Agent.

16. Neither the Security Agent nor any of its officers, employees or agents makes, or shall at any time be deemed to make, any representation or warranty (express or implied) as to or be responsible or liable to any person for:

(a) the adequacy, accuracy or completeness of any representation, warranty, statement or information contained in this Deed or any Security Document, notice, report or other document, statement or information circulated, delivered or made to any Secured Party whether orally or otherwise and whether before, on or after the date of this Deed;

(b) the execution, delivery, validity, legality, priority, ranking, adequacy, performance, enforceability or admissibility in evidence of this Deed or any Security Document or any other document referred to in (a) above or of any Security created thereby or any obligations imposed thereby or assumed thereunder; or

(c) anything done or not done by it or any of them under or in connection with this Deed or the Transaction Security Documents;

(d) any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or the Transaction Security or otherwise, whether in accordance with an instruction from the Senior Agent or otherwise;

(e) the exercise of, or the failure to exercise, any judgment, discretion or power given to it by or in connection with any of the Finance Documents, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection therewith; or

62

(f) any shortfall which arises on the enforcement of the Transaction Security, and each of the Secured Parties agrees that it will not take any proceedings or assert or seek to assert against any officer, employee or agent of the Security Agent any claim it might have against any of them in respect of the matters referred to in this paragraph 16.

17. Where the disposal of any or all of the Security Property is permitted under or consented to in accordance with any applicable Senior Finance Document, the Security Agent shall release such Security Property from the Security to which it is subject, but the Security Agent shall not be required to affect such release if the Senior Agent instructs it not to do so on the basis that such release will materially prejudice the interests of the Finance Parties or any of them.

18. The Security Agent shall not have any duty to ensure that any payment or other financial benefit in respect of any of the Security Property is duly and punctually paid, received or collected as and when the same becomes due and payable or to procure that the correct amounts (if any) are paid or received or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accrued or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise on, or in respect of or in substitution for any of the Security Property.

19. If instructed by the Senior Agent, the Security Agent shall concur with the relevant Obligor and shall exercise its rights, powers and discretions in accordance with Clause 23.3 (Amendments to Transaction Security Documents) in making of any modification to a Security Document which (a) relates to administrative matters or is a technical amendment arising out of a manifest error and (b) would not in the Senior Agent’s opinion materially prejudice the Finance Parties.

20. The Security Agent as between itself and the other Finance Parties hereto shall have full power to determine all questions and doubts arising in relation to any of the provisions of this Deed or any Security Document and any such determination shall in the absence of manifest error, be conclusive and shall bind the Security Agent and the other Finance Parties hereto.

21. Any consent given by the Security Agent for the purposes of this Deed may be given on such terms and subject to such conditions (if any) as the Security Agent may require.

22. If there is any conflict between the provisions of this Deed and any Security Document with regard to instructions to or other matters affecting the Security Agent, this Deed will prevail.

23. The Security Agent shall not (unless required by law or ordered so to do by a court of competent jurisdiction) be required to (a) to disclose to any Secured Party any credit or other information (other than information in the Security Agent’s possession specifically concerning the Transaction Security Documents) with respect to the financial condition or affairs of any member of the Group or any of their related entities whether coming into its or any of its affiliates possession before or on the entry into this Deed or at any time thereafter or (b) to request any certificates or other documents from any member of the Group unless specifically requested to do so by the Senior Agent in accordance with this Deed or any of the Transaction Security Documents.

63

24. Nothing contained in this Deed shall require the Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not assured to it.

25. The Security Agent shall:

(a) act in accordance with any instructions given to it by the Senior Agent and shall be entitled to assume that (i) any instructions received by it from the Senior Agent are duly given by the Senior Agent itself or on behalf of the requisite Lenders, (ii) all applicable conditions under the Finance Documents for taking any action it is directed to take have been satisfied and (iii) unless it has received actual written notice of their revocation, that any instructions or directions given by the Senior Agent have not been revoked;

(b) be entitled to request instructions or clarification from the Senior Agent as to whether, and in what manner, it should exercise or refrain from exercising its rights, powers and discretions under this Deed and the Security Agent may refrain from acting unless and until it has received such instructions or clarification;

(c) be entitled to carry out all dealings with the Lenders and Subordinated Creditors through the Senior Agent and may give to the Senior Agent any notice or other communication required to be given by the Security Agent to the Lenders or the Subordinated Creditors;

(d) not be under any obligations other than those which are specifically provided for in the Finance Documents to which it is a party. The Parties acknowledge and agree that the Security Agent’s duties under this Deed and the other Finance Documents are solely mechanical and administrative in nature;

(e) not have or be deemed to have any duty, obligation or responsibility to, or relationship of trust or agency with, any Obligor or Subordinated Creditor;

(f) not be obliged to take any action in relation to enforcing or perfecting any charge over any shares in a company registered or incorporated with unlimited liability.

26. The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance. Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind.

64

27. In acting as trustee for the Secured Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any of its other divisions or departments and any information received by any other division or department of the Security Agent may be treated as confidential and shall not be regarded as having been given to the Security Agent’s trustee division.

28. The Security Agent shall be under no obligation to segregate any funds or monies received by it under this Deed and held in trust from other funds, unless it is required to do so by law. In addition, the Security Agent shall be under no obligation to pay or otherwise be liable for interest on funds or monies received by it under this Deed, except as the Security Agent may agree in writing.

29. The permissive rights of the Security Agent to take the actions permitted under this Deed and the other Finance Documents shall not be construed as an obligation or duty for the Security Agent to exercise those rights.

30. Notwithstanding any other provision in this Deed to the contrary, the Security Agent shall not under any circumstance be liable for any punitive, special or consequential loss or damage (however described) of any other Person, even if advised of the possibility that such punitive, special or consequential loss or damage may occur and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise.

Part 2

Appointment and Retirement of Security Agents

1. The Security Agent shall, at any time and for any purpose or reason whatsoever, have power to appoint any person to act either as a new or additional security agent, or as co-security agent jointly with the Security Agent, with (subject to the provisions of this Deed) such of the Security Agent’s rights (including the right to reasonable remuneration and indemnity), duties and obligations vested in the Security Agent by this Deed or any Security Document as shall be conferred or imposed by the instrument of its appointment. The Security Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any such co-security agent.

2. The Security Agent shall have power to remove any such new or additional security agent or co-security agent for any reason whatsoever.

3. Whenever there shall be more than one security agent under this Deed any reference to “Security Agent” shall be construed as a reference to those trustees or such of them as the context requires.

4. Whenever there shall be more than two security agents under this Deed, the majority of such security agents shall be competent to execute and exercise all the duties, powers, authorities and discretions vested in the Security Agent by this Deed, the Transaction Security Documents and general law.

5. A Security Agent may, save as provided below, retire at any time upon giving not less than 30 days’ notice in writing to the Obligors’ Agent (as defined in the Senior Facilities Agreement) and the Senior Agent without assigning any reason therefor and without being responsible for the costs occasioned by such retirement.

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6. The retirement of a sole security agent shall not take effect until (a) the appointment of a successor security agent as a co-trustee has been made and accepted by way of execution of a Creditor Deed of Accession; and (b) the Senior Agent is satisfied that all things required to be done in order that the Transaction Security Documents or replacements therefor shall provide for perfected and enforceable security in favour of the successor Security Agent have been done.

7. If such a notice of resignation has been given and, within 30 days after such notice of resignation, no successor Security Agent shall have (a) been appointed by the Finance Parties (after consultation with the Obligors’ Agent (as defined in the Senior Facilities Agreement)) and (b) accepted such appointment, the retiring Security Agent, after consultation with the Company and the Senior Agent, shall have the right to appoint a successor Security Agent which shall be a reputable and organisation which has experience in performing security agent roles.

8. If a successor to the Security Agent is appointed under the provisions of this Schedule above (and has accepted such appointment in the manner referred to in paragraph 6 above), (i) the retiring Security Agent shall be discharged from any further obligations under, but shall remain entitled to the benefits of, this Deed and (ii) the successor security agent and each of the other Parties shall have same rights and obligations amongst themselves as they would have had if such successor had been an original party to this Deed.

66

SIGNATURE PAGES

[to include addresses and details for notices]

EXECUTED and delivered as a Deed	)
by LION/RALLY LUX 3 S.A. R.L.	)
acting by
/s/ Paul Lamberts
Manager A
/s/ Johan Dejans
Manager B

Address: 9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg

Facsimile: + 352 268 901 69

Attention: Paul Lamberts

Email: paul.lamberts@atctrust.lu

Tel: + 352 268 90131

and to:

Lion Capital LLP

21 Grosvenor Square

London SW1X 7HF

Telefax: +44 (0)20 7201 2222

Attention: James Cocker

and to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

Telefax: +44 (0)20 7903 0990

Attention: Michael Nicklin

EXECUTED and delivered as a Deed	)	/s/ Arjan Schaapman	/s/ Adriaan Coppens
by PASALBA LTD	)	(Sgd)
	)
The company seal was affixed hereto in	)
the presence of	)

Address: 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, P.C. 3030 Limassol, Cyprus

Facsimile: + 357 25 818 791

Attention: Arjan Schaapman

Email:

Tel:

and to:

Lion Capital LLP

21 Grosvenor Square

London SW1X 7HF

Telefax: +44 (0)20 7201 2222

Attention: James Cocker

and to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

Telefax: +44 (0)20 7903 0990

Attention: Michael Nicklin

EXECUTED and delivered as a Deed	)	/s/ Arjan Schaapman	/s/ Adriaan Coppens
by NOWDO LIMITED	)	(Sgd)
	)
The company seal was affixed hereto in	)
the presence of	)

Address: Theklas Lysioti 35, Eagle Star House, 5th floor, 3030 Limassol, Cyprus

Facsimile: + 357 25 818 791

Attention: Arjan Schaapman

Email:

Tel:

and to:

Lion Capital LLP

21 Grosvenor Square

London SW1X 7HF

Telefax: +44 (0)20 7201 2222

Attention: James Cocker

and to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

Telefax: +44 (0)20 7903 0990

Attention: Michael Nicklin

EXECUTED and delivered as a Deed	)	/s/ Arjan Schaapman	/s/ Adriaan Coppens
by LATCHEY LIMITED	)	(Sgd)
	)
The company seal was affixed hereto in	)
the presence of	)

Address: Theklas Lysioti 35, Eagle Star House, 5th floor, 3030 Limassol, Cyprus

Facsimile: + 357 25 818 791

Attention: Arjan Schaapman

Email:

Tel:

and to:

Lion Capital LLP

21 Grosvenor Square

London SW1X 7HF

Telefax: +44 (0)20 7201 2222

Attention: James Cocker

and to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

Telefax: +44 (0)20 7903 0990

Attention: Michael Nicklin

EXECUTED and delivered as a Deed	)
by ZAO RUSSIAN ALCOHOL GROUP	)
	)
	)
/s/ [Signature illegible]
(Sgd)
/s/ [Signature illegible]
Chief accountant

1, Eniseiskaya str., Moscow, 129344, Russian Federation

Seal

EXECUTED and delivered as a Deed	)
by ZAO DISTILLERY TOPAZ	)
	)
	)
/s/ [Signature illegible]
(Sgd)
/s/ [Signature illegible]
Chief accountant

46, Oktyabrskaya str., Pushkino, Moscow region, 141200, Russia

Seal

EXECUTED and delivered as a Deed	)
by OOO BRAVO PREMIUM	)
	)
	)
/s/ [Signature illegible]
(Sgd)
/s/ [Signature illegible]
Chief accountant

Liter A, 52/4, Kuznetsovskaya str., Saint-Petersburg, 196105, Russian Federation

Seal

EXECUTED and delivered as a Deed	)
by OOO PERVY KUPAZHNY ZAVOD	)
	)
	)
/s/ [Signature illegible]
(Sgd)
/s/ [Signature illegible]
Chief accountant

5, Nekrasova street, Tula, the Tula region, 300045, Russia

Seal

EXECUTED and delivered as a Deed	)
by OOO THE TRADING HOUSE	)
RUSSIAN ALCOHOL	)
	)
/s/ [Signature illegible]
(Sgd)
/s/ [Signature illegible]
Chief accountant

3, Krasnayasosna str., Moscow, 129337, Russian Federation

Seal

EXECUTED and delivered as a Deed	)
by ZAO SIBIRSKY LVZ	)
	)
	)
/s/ [Signature illegible]
(Sgd)
/s/ [Signature illegible]
Chief accountant

No 1, Koltsovo, Novosibirsk district, Novosibirsk region, 630559, Russian Federation

Seal

EXECUTED and delivered as a Deed by RAIFFEISEN ZENTRALBANK ÖSTERREICH AG	) )	/s/ A. Fischer
acting by its authorised signatories	)
	)
	)
acting under the authority	)	/s/ E. Winkler
of that company	)
Address:
Am Stadtpark 9
Vienna A-1030
Facsimile:         +43 1 71 707 1715
Attention:
Email:
Tel:

EXECUTED and delivered as a Deed	)
by THE LAW DEBENTURE TRUST CORPORATION P.L.C.	)
	)	/s/ [Signature illegible]
Director:	)
	)
	)
Director / Secretary:	)	/s/ [Signature illegible]
	)
	)
acting under the authority	)
of that company	)

Address: Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom

Facsimile:	+44 20 7606 0643
Attention:	Te Manager, Commercial Trusts
Trust code:	99434

EXECUTED and delivered as a Deed	)
by GOLDMAN SACHS CREDIT PARTNERS L.P.	)	/s/ [Signature illegible]
acting by its authorised signatories	)
	)
acting under the authority	)
of that company	)

Address:

85 Broad Street

New York

NY 10004

USA

Fax:

Attention:

EXECUTED and delivered as a Deed	)	/s/ Peter Nachtnebel
by BANK AUSTRIA CREDITANSTALT AG	)
acting by its authorised signatories	)
	)
acting under the authority	)	/s/ Andrea Leopold
of that company	)

Address:	Schottengasse 6, 1010 Vienna, Austria
Fax:	+43 50505 44209
Attention:	Hans-Jürgen Pendl

EXECUTED and delivered as a Deed	)
by ING BANK N.V., DUBLIN BRANCH	)	/s/ Maura Kenny
acting by its authorised signatories	)
	)
acting under the authority	)	/s/ Aiden Neill
of that company	)

Address: 49, St. Stephen’s Green, Dublin 2, Ireland

Fax: + 353 1 638 4050

Attention:

THE ISSUING BANK
EXECUTED and delivered as a Deed	)
by	)
	)
acting by its authorised signatories	)
acting under the authority	)
of that company	)

Address:

Fax:

Attention:

EXECUTED and delivered as a Deed	)
by LION/RALLY LUX 2 S.A. R.L.	)
acting by
/s/ Paul Lamberts
Manager A
/s/ Johan Dejans
Manager B

Address:	9, rue Sainte Zithe, 3rd floor, L-2763 Luxembourg
Fax:	+ 352 268 901 69
Attention:	Paul Lamberts
Email:	paul.lamberts@atctrust.lu
Tel:	+ 352 268 90131
and to:
Lion Capital LLP
21 Grosvenor Square
London SW1X 7HF
Telefax:	+44 (0)20 7201 2222
Attention:	James Cocker
and to:
Weil, Gotshal & Manges
One South Place
London EC2M 2WG
Telefax:	+44 (0)20 7903 0990
Attention:	Michael Nicklin

EXECUTED and delivered as a Deed	)
by [GOLDMAN SACHS]	)
acting by its authorised signatories	)
	)
	)
acting under the authority	)
of that company	)

Address:

Fax:

Attention:

EX-10.3

Exhibit 10.3

Dated 23 December 2008

DEED OF AMENDMENT

in respect of a

SENIOR FACILITIES AGREEMENT

DEED OF GUARANTEE AND COVENANTS AND

INTERCREDITOR DEED

each dated 10 July 2008

and made between (among others)

PASALBA LTD.

as the Company

NOWDO LIMITED

as the Senior Borrower or On-Loan Lender

GOLDMAN SACHS INTERNATIONAL

UNICREDIT BANK AUSTRIA AG

ING BANK N.V. LONDON BRANCH

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

as Mandated Lead Arrangers

and

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

as Facility Agent

KEEP THE ORIGINAL OF THIS DOCUMENT OR ANY CERTIFIED COPIES THEREOF OUTSIDE

THE REPUBLIC OF AUSTRIA. THE TAKING OF THIS DOCUMENT, ANY CERTIFIED COPY

THEREOF OR OF WRITTEN CONFIRMATIONS OR REFERENCES THERETO INTO THE

REPUBLIC OF AUSTRIA AS WELL AS THE PRODUCTION OF SUCH WRITTEN CONFIRMATIONS

OR REFERENCES THERETO (INCLUDING E-MAILS) IN THE REPUBLIC OF AUSTRIA MAY

TRIGGER AUSTRIAN STAMP DUTY.

White & Case LLP

5 Old Broad Street

London EC2N 1DW

TABLE OF CONTENTS

		Page
1.	INTERPRETATION	2
2.	AMENDMENTS TO SENIOR FACILITIES AGREEMENT	2
3.	AMENDMENT TO THE DEED OF GUARANTEE AND COVENANTS	10
4.	AMENDMENT TO THE INTERCREDITOR DEED	13
5.	[INTENTIONALLY LEFT BLANK]	14
6.	AMENDMENT TO THE HEDGING LETTER	14
7.	ACKNOWLEDGEMENTS	14
8.	EFFECTIVE DATE	14
9.	RATIFICATION OF SENIOR FACILITIES AGREEMENT	14
10.	RATIFICATION OF DEED OF GUARANTEE AND COVENANTS	15
11.	RATIFICATION OF INTERCREDITOR DEED	15
12.	RATIFICATION OF ON-LOAN FACILITY AGREEMENT	15
13.	REPRESENTATIONS AND WARRANTIES	15
14.	EXPENSES AND STAMP DUTY	16
15.	FINANCE DOCUMENT	16
16.	COUNTERPARTS	16
17.	GOVERNING LAW AND JURISDICTION	16
SCHEDULE 1 ORIGINAL PARTIES		17
SCHEDULE 2 CONDITIONS PRECEDENT		19

THIS DEED is dated 23 December 2008 and made between:

(1) LION/RALLY LUX 2 S.A.R.L., a company incorporated under the laws of Luxembourg (corporate identity no. B 139055) having its registered office at 13-15, Avenue de la Liberté, L-1931 Luxembourg (the “Shareholder Creditor”);

(2) LION/RALLY LUX 3 S.A.R.L., a company incorporated under the laws of Luxembourg (corporate identity no. B 139054) having its registered office at 13-15, Avenue de la Liberté, L-1931 Luxembourg (the “Parent” and “Note Trustee”);

(3) PASALBA LTD, a company organised and existing under the laws of Cyprus under registered number HE 202291 and with its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, Limassol, Cyprus (the “Company”);

(4) NOWDO LIMITED, a company organised and existing under the laws of Cyprus under registered number HE 209795 and with its registered office at 35 Theklas Lysioti Street, Eagle Star House, 5th Floor, Limassol, Cyprus (the “Senior Borrower” or the “On-Loan Lender”);

(5) RAIFFEISEN ZENTRALBANK ÖSTERREICH AG as Original Facility Agent for the Finance Parties (the “Facility Agent”, the “Senior Agent” or the “On-Loan Facility Agent”) including GOLDMAN SACHS INTERNATIONAL, UNICREDIT BANK AUSTRIA AG, ING BANK N.V. LONDON BRANCH and RAIFFEISEN ZENTRALBANK ÖSTERREICH AG; as Mandated Lead Arrangers (the “Arrangers” and each an “Arranger”), THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Parties) of the Senior Facilities Agreement (as hereinafter defined) as lenders (the “Original Lenders”) and THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Security Agent for the Secured Parties (the “Security Agent”);

(6) THE PERSONS listed in Schedule 1 (The Original Parties) as original intragroup creditors (the “Original Intragroup Creditors”);

(7) THE PERSONS listed in Schedule 1 (The Original Parties) as original intragroup debtors (the “Original Intragroup Debtors”);

(8) THE PERSONS listed in Schedule 1 (The Original Parties) as original guarantors and original group guarantors (the “Original Guarantors” and the “Original Group Guarantors”, respectively); and

(9) THE PERSONS listed in Schedule 1 (The Original Parties) as on-loan borrowers (the “On-Loan Borrowers”).

WHEREAS:

(A) This Deed is supplemental to, inter alia, the senior term loan facilities agreement dated 10 July 2008 (the “Senior Facilities Agreement”) between the Company, the Senior Borrower, the Arrangers, the Original Lenders, the Facility Agent, the Security Agent, and the Issuing Bank (as defined therein) and to the deed of guarantee and covenants dated 10 July 2008 (the “Deed of Guarantee and Covenants”) between the On-Loan Lender, the Company, the On-Loan Borrowers, the Original Group

Guarantors and the Facility Agent and to the intercreditor deed dated 10 July 2008 (the “Intercreditor Deed”) between, inter alia, the Shareholder Creditor, the Parent, the Company, the Senior Borrower, the Senior Agent, the Security Agent and the Issuing Bank.

(B) The parties wish to amend the Senior Facilities Agreement, the Deed of Guarantee and Covenants, Intercreditor Deed and the Hedging Letter on the terms and subject to the conditions set out in this Deed.

IT IS AGREED as follows:

1. INTERPRETATION

Subject to the terms of this Deed, words and expressions defined in the Senior Facilities Agreement or, as the case may be, the On-Loan Facility Agreement, the Deed of Guarantee and Covenants or the Intercreditor Deed shall have the same meanings in this Deed. In this Deed “Amended Senior Facilities Agreement” means the Senior Facilities Agreement as amended by this Deed, “Amended Deed of Guarantee and Covenants” means the Deed of Guarantee and Covenants as amended by this Deed and “Amended Intercreditor Deed” means the Intercreditor Deed as amended by this Deed.

2. AMENDMENTS TO SENIOR FACILITIES AGREEMENT

With effect from the Effective Date (as defined below), the Senior Facilities Agreement shall be amended as follows, and all references in the Senior Facilities Agreement to “this Agreement” shall include this Deed:

(a) The definition of “Approved Accounting Firm” in Clause 1.1 (Definitions) shall be replaced with ““Approved Accounting Firm” means: (a) any of PricewaterhouseCoopers, Deloitte & Touche, KPMG, Ernst & Young; (b) BDO Unicon for the period up until first anniversary of the Closing Date; or (c) any other firm (if such other firm is agreed to in advance in writing by the Majority Lenders)”.

(b) The definition of “Auditors” in Clause 1.1 (Definitions) shall be replaced with ““Auditors” means an Approved Accounting Firm, or any other firm (if such other firm is agreed to in advance in writing by the Majority Lenders) or, in the case of the financial statements to be delivered pursuant to paragraph (a)(ii) of Clause 26.2 (Financial Statements), such auditors of the Obligors from time to time which are reputable accounting firms”.

(c) The definition of “Margin” in Clause 1.1 (Definitions) shall be amended by:

(i) replacing paragraph (a) with “(a) in relation to any Facility A Loan, 5.25 per cent. per annum”;

(ii) replacing paragraph (b) with “(b) in relation to any Facility B Loan, 5.85 per cent per annum”; and

(iii) deleting the margin adjustment, based on Total Leverage, in respect of Facility B so the table reads as set out below and by making consequential amendments to the definition of Margin by deleting the words “Facility B,” as they appear in the third line of paragraph (g)(iii) and the second line of paragraph (iii).

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Total Leverage	Facility A Margin % p.a.	ACR Financing Facility Margin % p.a.	Revolving Facility Margin % p.a.
Greater than 2.50:1	5.25	3.50	3.50
Greater than 2.25:1 but less than or equal to 2.50:1	5.00	3.25	3.25
Greater than 2.00:1 but less than or equal to 2.25:1	4.75	3.00	3.00
Greater than 1.75:1 but less than or equal to 2.00:1	4.50	2.75	2.75
Less than or equal to 1.75:1	4.25	2.50	2.50

(d) The definition of “Permitted Disposal” in Clause 1.1 (Definitions) shall be amended by:

(i) inserting a new paragraph “(n) of rights related to hedging arrangements provided the requirements of the Hedging Letter are met;”; and

(ii) inserting a new paragraph “(o) of receivables on recourse terms to the extent the same arises in connection with Permitted Financial Indebtedness; and”,

and renumbering existing paragraph (n) as (p) accordingly.

(e) The definition of “Permitted Financial Indebtedness” in Clause 1.1 (Definitions) shall be amended by:

(i) replacing the figure “$30,000,000” in sub-paragraph (i) of paragraph (g) with the figure “$40,000,000”;

(ii) replacing the figure “$40,000,000” in sub-paragraph (ii) of paragraph (g) with the figure “$50,000,000”; and

(iii) replacing the figure “$50,000,000” in sub-paragraph (iii) of paragraph (g) with the figure “$60,000,000”.

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(f) The definition of “Permitted Payments” in Clause 1.1 (Definitions) shall be amended by inserting a new paragraph:

“(e) a Dividend from the Senior Borrower to the Company, provided that the amount of such Dividend is directly paid by the Senior Borrower into an account of the Company outside Russia subject to Transaction Security, and thereafter used held or applied in any manner permitted by the Finance Documents;”,

and renumbering the last paragraph (f) as (g) accordingly.

(g) Paragraph (c)(iii) of Clause 3.1 (Purposes) shall be amended by replacing the words:

“financing increases in Working Capital, provided that the value of all Overdue Receivables has not, on the two most recent successive Quarter Dates for which Financial Statements are available, exceeded more than 7.5 per cent. of the value of Total Receivables (as shown in the two most recent Quarterly Financial Statements delivered to the Facility Agent pursuant to paragraph (b) of Clause 26.2 (Financial statements));”

with

“financing increases in Working Capital (and any anticipated increase in Working Capital, provided that the relevant Borrower believes in good faith that such Utilisation is required to finance an expected increase in Working Capital and does apply such amount to finance an increase of Working Capital thereafter), provided that on the date of such Utilisation the value of all Overdue Receivables has not, on the two most recent successive Quarter Dates, exceeded more than 7.5 per cent. of the value of Total Receivables (as shown in, if available, the two most recent Quarterly Financial Statements delivered to the Facility Agent pursuant to paragraph (b) of Clause 26.2 (Financial statements)) (and the Company shall certify in the Utilisation Request for such Utilisation whether or not such percentage was exceeded on each such Quarter Date, and the Facility Agent may but shall not be required to rely upon such certification);”

(h) The definition of “Excluded Disposal Proceeds” in Clause 13.2 (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and Escrow) shall be amended by:

(i) replacing the words “arising as a result of a Permitted Disposal” with “arising as a result of Permitted Receivables Financing or arising as a result of a Permitted Disposal”;

(ii) replacing the words “(f) or (g)” in paragraph (i) of the definition of “Excluded Disposal Proceeds” with “(f), (g), (n) or (o)”; and

(iii) inserting a new paragraph “(ii) paragraph (m) of the definition of “Permitted Disposals” to the extent such Disposal Proceeds arise as a result of non-recourse receivables financing; and” and renumbering existing paragraph (ii) as (iii) accordingly.

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(i) Paragraph (c) of Clause 10.1 (Uncommitted ACR Facility) shall be replaced with the following the following:

“(c) For the avoidance of doubt, no Lender is obliged to agree to provide an Uncommitted ACR Facility and in the event any Lender does not exercise the right provided in paragraph (b) above to provide the Uncommitted ACR Facility (such that the aggregate of Commitments in respect thereof is less than the Total Uncommitted ACR Facility Commitment), the Company may approach any Lender or any other financial institution that is willing to provide such Facility in an amount which, when aggregated with any commitments agreed by any Lender, does not exceed the Total Uncommitted ACR Facility Commitment (a “New ACR Facility Lender”) provided that the accession of any such new Lender under paragraph (d) below shall require the prior written consent of the Majority Lenders.”

(j) In Clause 21 (Other Indemnities) a new “Clause 21.5 (Indemnity to the Account Bank)” shall be inserted as follows:

“For the avoidance of doubt, if the Facility Agent acts as an account bank for the Company or any of its Affiliates, the Facility Agent shall not be liable to any Finance Party for any actions undertaken by it in its capacity as account bank in accordance with the mandate for the relevant account.”.

(k) Paragraph (a)(ii) of Clause 26.2 (Financial Statements) shall be amended by replacing the word “consolidated” with “unconsolidated”.

(l) Paragraph (b)(iv) of Clause 26.4 (Requirements as to financial statements) shall be deleted and paragraph (b)(v) of Clause 26.4 (Requirements as to financial statements) shall be renumbered as paragraph (iv) and amended by replacing the words “applied in the preparation of the Base Case Model and the Original Financial Statements, unless,” with the following:

“applied:

(A) in the case of the Company, in the preparation of the Base Case Model; and

(B) in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor,

unless,”

(m) The definition of “Borrowings” in Clause 27.1 (Financial definitions) shall be amended by:

(i) deleting paragraph (f) and renumbering the existing paragraphs (g) to (l) accordingly; and

(ii) in the existing paragraph (l), replacing the words “paragraphs (a) to (k)” with “paragraphs (a) to (j)”.

(n) The definition of “Consolidated Total Net Debt” in Clause 27.1 (Financial definitions) shall be amended by inserting a new paragraph “(c) deducting any positive marked-to-market value and adding any negative marked-to-market value of any Qualifying Debt Principal Treasury Transaction as at the relevant

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date on which Consolidated Total Net Debt is calculated (and/or, if any actual amount is due to or payable by any Group member as a result of the termination or close-out of a Qualifying Debt Principal Treasury Transaction, that amount); and”, and renumbering the existing paragraph (c) as paragraph (d) accordingly.

(o) The definition of “Finance Charges” in Clause 27.1 (Financial Definitions) shall be amended by:

(i) replacing paragraph (c) of that definition with “(c) including any commission, fees, discounts and other finance payments (including, without limitation, any realised losses) accrued, paid or payable by any member of the Group (and deducting any such amounts, including without limitation any realised gains, accrued, paid or payable to any member of the Group) under any interest rate hedging arrangement”; and

(ii) deleting paragraph (e) of that definition and renumbering the remaining paragraphs accordingly.

(p) Paragraph (d) of Clause 28.20 (Dividends and Share redemption) shall be replaced with the following:

“(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so (other than to repay or service, to the extent necessary, the Facilities),

other than, in each case, a Permitted Payment.”

(q) Clause 28.21 (Investor Debt) shall be amended by:

(i) inserting the words “or the On-Loan Finance Documents” after “Except as permitted under the Intercreditor Deed” and in paragraph (a) inserting the words “(other than any On-Loan Finance Document)” after “subordinated in right of payment to any Loan”; and

(ii) inserting the words in paragraph (b) “(other than the On-Loan Facility)” after the words “intercompany loan”.

(r) Paragraph (b)(ii) of Clause 28.30 (Treasury Transactions) shall be amended by replacing that paragraph with the following:

(s) “(ii) not terminated, varied or cancelled without the consent of the Facility Agent (acting on the instructions of the Majority Lenders), save (in the case of arrangements documented by the Hedging Agreements) as permitted by the Intercreditor Deed or to the extent any such termination, variation or cancellation does not affect such proportion of such arrangements as is required to be maintained pursuant to the terms of the Hedging Letter.”

(t) Paragraph (a) of Clause 28.34 (Guarantors) shall be amended by the replacement of “or” in the 6th line with “and”.

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(u) In Clause 1.1 (Definitions) the definition of “Debt Principal Treasury Transaction shall be deleted and there shall be inserted the following definitions:

“Debt Principal Treasury Transaction” means any derivative transaction in connection with the protection of the principal amount of indebtedness arising under this Agreement against fluctuation in any foreign exchange rate or currency price.

“Qualifying Debt Principal Treasury Transaction” means a Debt Principal Treasury Transaction where the relevant Hedging Counterparty has a credit rating of either A- or higher by Standard & Poor’s Rating Services or A- or higher by Fitch Rating Ltd. or A3 or higher by Moody’s Investor Services Limited (the “Requisite Rating”).

“Requisite Threshold” means, in connection with any vote pursuant to any procedure referred to in paragraph (k) of Clause 41.2, such threshold percentage as required under such procedure to determine the passage or failure of the matter being voted on.

(v) “Sponsor Affiliate” means Lion or such Investor (in each case for so long as Lion or such Investor, as the case may be, has an economic interest in the Group otherwise than as a Lender or under a Debt Purchase Transaction), any Obligor and any On-Loan Obligor and any Affiliate of Lion or such Investor (in each case for so long as Lion or such Investor, as the case may be, has an economic interest in the Group otherwise than as a Lender or under a Debt Purchase Transaction), any Obligor and any On-Loan Obligor, provided that any such trust, fund or other entity which has been established for at least one year solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds other entities managed or controlled by Lion or such Investor (in each case for so long as Lion or such Investor, as the case may be, has an economic interest in the Group otherwise than as a Lender or under a Debt Purchase Transaction) or any of their respective Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate.

(w) The definition of “Termination Date” in Clause 1.1 (Definitions) shall be amended by:

(i) replacing paragraph (a) with “(a) in relation to Facility A, the date which is five years from the Funding Date”;

(ii) replacing paragraph (b) with “(b) in relation to Facility B, the date which is six years from the Funding Date”.

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(x) Part 1 of Schedule 14 (Facility Repayment Date Installments) shall be amended so that it reads:

Facility A Repayment Date Installments

Facility A Repayment Date (months from Funding Date)	Repayment Installment
15	2.50%
21	5.00%
27	12.50%
33	5.00%
39	12.50%
45	10.00%
51	10.00%
57	10.00%
60	Any amount of the Facility A Loans remaining outstanding

(y) Clause 41.1 (Required consents) shall be amended by replacing paragraph (a) with “(a) Subject to Clause 28.30 (Treasury Transactions) and Clause 41.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.”.

(z) Clause 41.2 (f) (Exceptions) shall be amended so that the words in the last sentence “the consent of the Super Majority” are deleted and replaced with the words “the prior consent of all of the Lenders”.

(aa) In Clause 1.1 (Definitions) a new definition “Debt Purchase Transaction” shall be inserted as follows:

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

(bb) Clause 41.2(h) (Exceptions) shall be deleted and replaced with the following:

“(h) For so long as a Sponsor Affiliate (A) beneficially owns a Commitment or (B) has entered into a sub-participation agreement relating to a Commitment or other such agreement or arrangement having a substantially similar economic effect and such agreement or arrangement had not been terminated:

(1) in ascertaining the Majority Lenders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero; and

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(2) for the purpose of Clause 41.2 (Exceptions), such Sponsor Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender (unless in the case of a person not being a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

(i) Each Lender shall promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Sponsor Affiliate, such notification to include the amount of Commitment to which the Debt Purchase Transaction relates.

(j) Each Sponsor Affiliate that is a Lender agrees that:

(A) in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall neither attend nor participate in the same if so requested by the Agent nor, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same;

(B) in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders; and

(C) it shall notify the Facility Agent, forthwith upon its entry into any Debt Purchase Transaction that it is a Sponsor Affiliate, together with details of the relevant Debt Purchase Transaction.

(k) Each Sponsor Affiliate to which paragraph (h) above applies undertakes to vote, in any scheme of arrangement, voluntary arrangement, insolvency process or other formal or informal process having similar effect, any Commitment or participation in the Loans which, notwithstanding paragraph (h) above, they are entitled to vote, with such of the Lenders (if any) which comprise the Requisite Threshold, were for the purposes of this paragraph (k) the Requisite Threshold is calculated on the basis that such Commitments and participations of any Sponsor Affiliate are deemed to be zero.”

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3. AMENDMENT TO THE DEED OF GUARANTEE AND COVENANTS

With effect from the Effective Date (as defined below), the Deed of Guarantee and Covenants shall be amended as follows, and all references in the Deed of Guarantee and Covenants to “this Deed” shall include this Deed:

(a) The definition of “Approved Accounting Firm” in Schedule 2 (Definitions and Interpretation) shall be replaced with:

““Approved Accounting Firm” means: (a) any of PricewaterhouseCoopers, Deloitte & Touche, KPMG, Ernst & Young; (b) BDO Unicon for the period up until first anniversary of the Closing Date; or (c) any other firm (if such other firm is agreed to in advance in writing by the Facility Agent)”.

(b) The definition of “Auditors” in Schedule 2 (Definitions and Interpretation) shall be replaced with ““Auditors” means an Approved Accounting Firm, or any other firm (if such other firm is agreed to in advance in writing by the Facility Agent) or, in the case of the financial statements to be delivered pursuant to paragraph (a)(ii) of Clause 10.2 (Financial Statements), such auditors of the On-Loan Obligors from time to time which are reputable accounting firms”.

(c) The definition of “Permitted Financial Indebtedness” in Schedule 2 (Definitions and Interpretation) shall be amended by:

(i) replacing the figure “$30,000,000” in sub-paragraph (i) of paragraph (g) with the figure “$40,000,000”;

(ii) replacing the figure “$40,000,000” in sub-paragraph (ii) of paragraph (g) with the figure “$50,000,000”; and

(iii) replacing the figure “$50,000,000” in sub-paragraph (iii) of paragraph (g) with the figure “$60,000,000”.

(d) The definition of “Termination Date” in Schedule 2 (Definitions and Interpretation) shall be amended by:

(i) replacing paragraph (a) with “(a) in relation to Tranche A, the date which is five years from the Funding Date”;

(ii) replacing paragraph (b) with “(b) in relation to Tranche B, the date which is six years from the Funding Date”.

(e) Paragraph (a)(ii) of Clause 10.2 (Financial Statements) shall be amended by replacing the word “consolidated” with “unconsolidated”.

(f) Paragraph (b)(iv) of Clause 10.4 (Requirements as to financial statements) shall be deleted and paragraph (b)(v) of Clause 10.4 (Requirements as to financial statements) shall be renumbered as paragraph (iv) and amended by replacing the words “applied in the preparation of the Base Case Model and the Original Financial Statements unless,” with the following:

“applied:

(A) in the case of the Company, in the preparation of the Base Case Model; and

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(B) in the case of any On-Loan Obligor, in the preparation of the Original Financial Statements for that On-Loan Obligor,

unless,”

(g) Paragraph (d) of Clause 12.20 (Dividends and share redemption) shall be deleted and replaced with the following:

“(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so (other than to repay or service any Facility under (and as defined in) the Senior Facilities Agreement or Loan to the extent necessary and, in each case, as permitted by the Intercreditor Deed),

other than, in each case, a Permitted Payment.”

(h) Clause 12.21 (Investor Debt) shall be amended by:

(i) inserting the words “or the On-Loan Facility Agreement or this Deed” after “Except as permitted under the Intercreditor Deed” and in paragraph (a) inserting the words “(other than the On-Loan Facility)” after “subordinated in right of payment to any Loan”; and

(ii) inserting the words in paragraph (b) “(other than the On-Loan Facility)” after the words “intercompany loan”.

(i) Paragraph (a) of Clause 12.34 (Group Guarantors) shall be amended by the replacement of “or” in the 6th line with “and”.

(j) Paragraph (b)(ii) of Clause 12.30 (Treasury Transactions) shall be amended by replacing that paragraph with the following:

“(ii) not terminated, varied or cancelled without the consent of the Facility Agent (acting on the instructions of the Majority Lenders), save (in the case of arrangements documented by the Hedging Agreements) as permitted by the Intercreditor Deed or to the extent any such termination, variation or cancellation does not affect such proportion of such arrangements as is required to be maintained pursuant to the terms of the Hedging Letter.”

(k) The definition of “Consolidated Total Net Debt” in Schedule 2 (Definitions and Interpretation) shall be amended by inserting a new paragraph “(c) deducting any positive marked-to-market value and adding any negative marked-to-market value of any Qualifying Debt Principal Treasury Transaction as at the relevant date on which Consolidated Total Net Debt is calculated (and/or, if any actual amount is due to or payable by any Group member as a result of the termination or close-out of a Qualifying Debt Principal Treasury Transaction, that amount); and”, and renumbering the existing paragraph (c) as paragraph (d) accordingly.

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(l) The definition of “Debt Principal Treasury Transaction” in Schedule 2 (Definitions and Interpretation) shall be replaced as follows:

“Debt Principal Treasury Transaction” means any derivative transaction in connection with the protection of the principal amount of indebtedness arising under this Agreement against fluctuation in any foreign exchange rate or currency price.

(m) A new definition “Qualifying Debt Principal Treasury Transaction” shall be inserted in Schedule 2 (Definitions and Interpretation) as follows:

“Qualifying Debt Principal Treasury Transaction” means a Debt Principal Treasury Transaction where the relevant Hedging Counterparty has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or A- or higher by Fitch Rating Ltd. or A3 or higher by Moody’s Investor Services Limited (the “Requisite Rating”).

(n) The definition of “Excluded Disposal Proceeds” in Schedule 2 (Definitions and Interpretation) shall be amended by:

(i) replacing the words “arising as a result of a Permitted Disposal” with “arising as a result of Permitted Receivables Financing or arising as a result of a Permitted Disposal”;

(ii) replacing the words “(f) or (g)” in paragraph (i) of the definition of “Excluded Disposal Proceeds” with “(f), (g) or (n)”; and

(iii) inserting a new paragraph “(ii) paragraph (m) of the definition of “Permitted Disposals” to the extent such Disposal Proceeds arise as a result of non-recourse receivables financing; and” and renumbering existing paragraph (ii) as (iii) accordingly.

(o) The definition of “Finance Charges” in Schedule 2 (Definitions and Interpretation) shall be amended by:

(i) replacing paragraph (c) of that definition with “(c) including any commission, fees, discounts and other finance payments (including, without limitation, any realised losses) accrued, paid or payable by any member of the Group (and deducting any such amounts, including without limitation any realised gains, accrued, paid or payable by any member of the Group) under any interest rate hedging arrangement”; and

(ii) deleting paragraph (e) of that definition and renumbering the remaining paragraphs accordingly.

(p) The definition of “Permitted Disposal” in Schedule 2 (Definitions and Interpretation) shall be amended by:

(i) inserting a new paragraph “(n) of rights related to hedging arrangements provided the requirements of the Hedging Letter are met;”;

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(ii) inserting a new paragraph “(o) of receivables on recourse terms to the extent the same arises in connection with Permitted Financial Indebtedness; and”,

and renumbering existing paragraph (n) as (p) accordingly.

(q) Paragraph (a)(i) of the definition of “Permitted Payment” in Schedule 2 (Definitions and Interpretation) shall be amended by:

(i) replacing the figure “$1,00,000” with “$1,000,000”;

(ii) inserting a new paragraph “(d) a Performance Payment in accordance with the Performance Payment Criteria (as defined in the Senior Facilities Agreement);”

(iii) inserting a new paragraph “(e) a Dividend from the Senior Borrower to the Company, provided that the amount of such Dividend is directly paid by the Company into an account of the Company outside Russia subject to Transaction Security, and thereafter used held or applied in any manner permitted by the Finance Documents;”; and

(iv) renumbering the existing paragraphs (d) and (e) as (f) and (g) accordingly.

4. AMENDMENT TO THE INTERCREDITOR DEED

With effect from the Effective Date (as defined below), the Intercreditor Deed shall be amended as follows, and all references in the Intercreditor Deed to “this Deed” shall include this Deed:

(a) A new definition in Clause 1.1 (Definitions) shall be inserted as follows ““Debt Principal Treasury Transaction” means Debt Principal Treasury Transaction as such term is defined in the Senior Facilities Agreement.”.

(b) The definition of “Hedging Agreement” in Clause 1.1 (Definitions) shall be replaced with ““Hedging Agreement” means any hedging agreement between a Senior Obligor or On-Loan Obligor and a Hedge Provider entered into to hedge the Target Group’s interest rate and/or currency exchange rate exposure in relation to the Senior Facilities Agreement (to the extent required by the Hedging Letter, but not including such proportion of such arrangements, if any, as exceeds the requirements of the Hedging Letter)”.

(c) Clause 4.1(a) (Hedging Prohibited Action) shall be amended by inserting the additional words “Clause 4.7 (Amendments to Hedging Documents),” after the word “(inclusive),” in the forth line of that paragraph.

(d) Clause 4.7 (Amendments to the Hedging Documents) shall be amended by inserting a new paragraph (c) as follows “(c) If at any time a Hedge Provider’s short term debt is rated below the Requisite Rating or is unrated, the Company or any relevant Group member shall be entitled to terminate the affected Hedging Agreement and enter into a new Hedging Agreement with any other

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Lender, or if no more than one Lender has the Requisite Rating, then any other bank or financial institution having the Requisite Rating provided that at all times the requirements in the Hedging Letter are met.

5. [INTENTIONALLY LEFT BLANK]

6. AMENDMENT TO THE HEDGING LETTER

With effect from the Effective Date (as defined below), in accordance with the Clause 4(d)(Amendment to the Intercreditor Deed) of this Deed, it is agreed in relation to the Hedging Letter that, in the circumstances where no more than one Lender has the Requisite Rating the Company or Group may enter into hedging arrangements with a hedge provider(s) other than a Lender, provided the requirements of Clause 4(d) (Amendment to the Intercreditor Deed) are met.

7. ACKNOWLEDGEMENTS

With effect from the Effective Date (as defined below):

(a) Any payment due on a Repayment Date pursuant to paragraph (c) of Clause 9.1 (Repayment of Term Tranches) to the extent unpaid on such date shall be immediately payable on the date following the number of months set forth in the table calculated from the Funding Date.

(b) for the avoidance of doubt, for the purposes of any provision of any Finance Document, any Interest in respect of which a PIK Election has been made or which is capitalised with, added to an/or deemed to be part of any Tranche under Clause 11.4 (PIK Option) of the On-Loan Facility Agreement, and any interest or principal thereon, may at the Company’s option be prepaid to Nowdo Limited and Nowdo Limited may pay, dividend or distribute any such amount to the Company without triggering any restrictions, obligations or other provisions under the Finance Documents.

8. EFFECTIVE DATE

The effective date (the “Effective Date”) of this Deed shall be the date on which the Facility Agent confirms to the Lenders and the Obligors that it has received each of the documents and evidence listed in Schedule 2 (Conditions Precedent), each in form and substance satisfactory to the Facility Agent.

9. RATIFICATION OF SENIOR FACILITIES AGREEMENT

(a) The Senior Facilities Agreement as amended by this Deed is ratified and confirmed.

(b) Subject as amended by this Deed, the Original Guarantors confirm that the provisions of the guarantee and indemnity contained in Clause 24 (Guarantee and Indemnity) of the Senior Facilities Agreement shall remain in full force and effect on and after the Effective Date and shall apply equally to the obligations of the Company under Clause 14 (Expenses and Stamp Duty) of this Deed as if set out in full in this Deed save that references in the Senior Facilities Agreement to “this Agreement” shall be construed as references to this Deed.

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10. RATIFICATION OF DEED OF GUARANTEE AND COVENANTS

(a) The Deed of Guarantee and Covenants as amended by this Deed is ratified and confirmed.

(b) Subject as amended by this Deed, the Group Guarantors confirm that the provisions of the guarantee and indemnity contained in Clause 2 (Guarantee) of the Deed of Guarantee and Covenants shall remain in full force and effect on and after the Effective Date and shall apply equally to the obligations of the Company under Clause 14 (Expenses and Stamp Duty) of this Deed as if set out in full in this Deed save that references in the Deed of Guarantee and Covenants to “this Deed” shall be construed as references to this Deed.

11. RATIFICATION OF INTERCREDITOR DEED

The Intercreditor Deed as amended by this Deed is ratified and confirmed.

12. RATIFICATION OF ON-LOAN FACILITY AGREEMENT

(a) The acknowledgement of the On-Loan Facility Agreement made pursuant to this Deed is ratified and confirmed.

(b) Subject as acknowledged by this Deed, each Obligor (as defined in the Definitions and Schedules Deed) confirms that the provisions of the guarantee and indemnity contained in Clause 18 (Guarantee) of the On-Loan Facility Agreement shall remain in full force and effect on and after the Effective Date and shall apply equally to the obligations of the Company under Clause 14 (Expenses and Stamp Duty) of this Deed as if set out in full in this Deed save that references in the On-Loan Facility Agreement to “this Agreement” shall be construed as references to this Deed.

13. REPRESENTATIONS AND WARRANTIES

(a) Each of the Obligors represent and warrant to the Lenders the Repeating Representations as set out in Clause 25 (Representations) of the Senior Facilities Agreement (the “Repeating Representations”) as if such Repeating Representations were set out in full in this Deed. Such representations and warranties shall survive the execution of this Deed.

(b) Each On-Loan Obligor represents and warrant to the Facility Agent those representations and warranties set out in Clause 9 (Representations) of the Deed of Guarantee and Covenants corresponding to the Repeating Representations as if such Repeating Representations were set out in full in this Deed. Such representations and warranties shall survive the execution of this Deed.

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14. EXPENSES AND STAMP DUTY

(a) The Company shall, within five Business Days of written demand of the Facility Agent, reimburse each of the Finance Parties for the amount of any reasonable fees, costs and expenses (including legal fees) properly incurred by such Finance Party (and, in the case of the Security Agent, by any of its agents, attorneys or delegates) in responding to, evaluating, negotiating, complying with or effecting the amendments contemplated in this Deed.

(b) The Company shall, within five Business Days of written demand, pay to the Mandated Lead Arrangers and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under this Deed.

(c) The Company shall pay (or procure that another Obligor pays) and, within five Business Days of written demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Deed unless incurred on assignment of any Lender’s Commitment or participation or sub participation after the Syndication Date.

15. FINANCE DOCUMENT

This Deed is designated a Finance Document by the Facility Agent and the Company.

16. COUNTERPARTS

This may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

17. GOVERNING LAW AND JURISDICTION

(a) This Deed shall be governed by and construed in accordance with English law.

(b) The provisions of Clause 44 (Enforcement) of the Senior Facilities Agreement shall be deemed to be incorporated into this Deed as if such clause was set out in full save that references in the Senior Facilities Agreement to “this Agreement” shall be construed as references to this Deed.

Whereas the parties have caused this Deed to be executed as a deed on the day and year first before written.

16

SCHEDULE 1

ORIGINAL PARTIES

Original Lenders

Goldman Sachs International

UniCredit Bank Austria AG

Ing Bank N.V., London Branch

Raiffeisen Zentralbank Österreich AG

Original Guarantors

Pasalba Ltd

Latchey Limited

Group Guarantors

ZAO Distillery Topaz

OOO Pervy Kupazhny Zavod

OOO Bravo Premium

OOO The Trading House Russian Alcohol

ZAO Russian Alcohol Group

ZAO Sibirsky Lvz

Latchey Limited

OOO Glavspirttrest

AUK Holdings Limited

Vlaktor Trading Limited

On-Loan Borrowers

ZAO Distillery Topaz

OOO Pervy Kupazhny Zavod

OOO Bravo Premium

OOO The Trading House Russian Alcohol

ZAO Russian Alcohol Group

ZAO Sibirsky Lvz

Original Intragroup Creditors

Lion/Rally Lux 3 S.a.r.l

Pasalba Ltd

Nowdo Limited

17

Original Intragroup Debtors

Pasalba Ltd

Latchey Limited

ZAO Distillery Topaz

OOO Pervy Kupazhny Zavod

OOO Bravo Premium

OOO The Trading House Russian Alcohol

ZAO Russian Alcohol Group

ZAO Sibirsky Lvz

18

SCHEDULE 2

CONDITIONS PRECEDENT

1. Obligors

(a) A copy of a resolution of the board of directors (the “Board Resolution”) of each Obligor:

(i) approving the terms of the Senior Facilities Agreement as amended by this Deed or, as the case may be, the Deed of Guarantee and Covenants as amended by this Deed, Intercreditor Deed or Hedging Letter as amended by this Deed and resolving that it will execute, deliver and perform this Deed;

(ii) authorising a specified person or persons to execute this Deed; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Deed.

(b) A certificate of an authorised signatory of the Company as agent for each Obligor certifying that each document relating to that Obligor provided to the Facility Agent, in the case of AUK Holdings Limited and Vlaktor Trading Limited on 15 October 2008, and in the case of the other Obligors on or prior to the Funding Date pursuant to Part 1 of Schedule 2 (Conditions Precedent) of the Senior Facility Agreement, and in the case of AUK Holdings Limited and Vlaktor Trading Limited pursuant to Part 3 of Schedule 2 (Conditions Precedent) of the Senior Facility Agreement, and the Board Resolution for that Obligor is correct, complete and in full force and effect and has not been amended, superseded cancelled or terminated.

2. Shareholder Creditor and Parent

(a) A copy of a resolution of the board of directors (the “Board Resolution”) of each of the Shareholder Creditor and the Parent:

(i) approving the terms of the Intercreditor Deed as amended by this Deed and resolving that it will execute, deliver and perform this Deed;

(ii) authorising a specified person or persons to execute this Deed; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Deed.

4. Finance Documents

(a) This Deed duly executed and delivered by the parties hereto.

(b) The original issue discount fee letter between the Company and the Facility Agent duly executed and delivered by the parties thereto.

19

4. Legal opinions

A legal opinion of the following legal advisers to the Facility Agent and Arrangers:

(a) White & Case LLP, London as to matters of English law;

(b) White & Case LLP, Moscow as to matters of Russian law;

(c) Antis Triantafyllides & Sons as to matters of Cyprus law;

(d) Arendt Medernach as to Luxembourg law,

each addressed to the Facility Agent, the Security Agent and the Original Lenders and capable of being relied upon by any persons to become Lenders pursuant to the primary syndication of the Facilities.

2. Expenses

Evidence that all fees, costs and expenses due to be paid or reimbursed by any Obligor or On-Loan Obligor under and pursuant to the Finance Documents have been paid.

20

The Company, Original Intragroup Creditor and Original Intragroup Debtor

PASALBA LTD
By:	/s/ Arjan Schaapman	/s/ Adriaan Coppens
Name:	Arjan Schaapman	Adriaan Coppens
Title:	Directors

Address:

Fax:

Attention:

The Senior Borrower, On-Loan Lender and Original Intragroup Creditor

NOWDO LIMITED
By:	/s/ Arjan Schaapman	/s/ Adriaan Coppens
Name:	Arjan Schaapman	Adriaan Coppens
Title:	Directors

Address:

Fax:

Attention:

The Facility Agent on behalf of itself and the other Finance Parties

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

By:

Name:

Title:

Address:

Fax:

Attention:

The Original Guarantors

PASALBA LTD

LATCHEY LIMITED
By:	/s/ Arjan Schaapman	/s/ Adriaan Coppens
Name:	Arjan Schaapman	Adriaan Coppens
Title:	Directors

Address:

Fax:

Attention:

The Group Guarantors and Intragroup Debtors

ZAO DISTILLERY TOPAZ
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

OOO PERVY KUPAZHNY ZAVOD
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

OOO BRAVO PREMIUM
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

ZAO RUSSIAN ALCOHOL GROUP
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

ZAO SIBIRSKY LVZ
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

OOO THE TRADING HOUSE RUSSIAN ALCOHOL
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

LATCHEY LIMITED
By:	/s/ Arjan Schaapman	/s/ Adriaan Coppens
Name:	Arjan Schaapman	Adriaan Coppens
Title:	Directors

Address:

Fax:

Attention:

OOO GLAVSPIRTTREST
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

The Group Guarantors

AUK HOLDINGS LIMITED
By:	/s/ Arjan Schaapman	/s/ Adriaan Coppens
Name:	Arjan Schaapman	Adriaan Coppens
Title:	Directors

Address:

Fax:

Attention:

VLAKTOR TRADING LIMITED
By:	/s/ Arjan Schaapman	/s/ Adriaan Coppens
Name:	Arjan Schaapman	Adriaan Coppens
Title:	Directors

Address:

Fax:

Attention:

The On-Loan Borrowers

ZAO DISTILLERY TOPAZ
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

OOO PERVY KUPAZHNY ZAVOD
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

OOO BRAVO PREMIUM
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

ZAO RUSSIAN ALCOHOL GROUP
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

ZAO SIBIRSKY LVZ
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

OOO THE TRADING HOUSE RUSSIAN ALCOHOL
By:	/s/ [Signature illegible]
Name:
Title:

Address:

Fax:

Attention:

The Shareholder Creditor

LION/RALLY LUX 2 S.A. R.L.,
By:	/s/ Richard Brekelmans
Name:	Richard Brekelmans
Title:	Manager B

Address:	13/15, Avenue de la Liberte, L-1931 Luxembourg
Fax:	+ 352 268 901 69
Attention:	Richard Brekelmans

The Parent and Original Intragroup Creditor

LION/RALLY LUX 3 S.A. R.L.
By:	/s/ Richard Brekelmans
Name:	Richard Brekelmans
Title:	Manager B

Address:	13/15, Avenue de la Liberte, L-1931 Luxembourg
Fax:	+ 352 268 901 69
Attention:	Richard Brekelmans

EX-10.6

Exhibit 10.6

7 MAY 2009

OPTION AGREEMENT

relating to shares in

LION/RALLY CAYMAN 6

between

LION/ RALLY CAYMAN 4

and

LION/RALLY CAYMAN 5

and

LION/RALLY CAYMAN 7 L.P.

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

WEIL, GOTSHAL & MANGES

One South Place London EC2M 2WG

Tel: +44 (0) 20 7903 1000    Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

		Page
1	INTERPRETATION	1
2	GRANT OF PUT AND CALL OPTIONS	16
3	EXERCISE AND COMPLETION OF PUT AND CALL OPTIONS	18
4	COMPLETION OF THE SALE OF SHARES UNDER PUT AND CALL OPTIONS	20
5	CONSIDERATION PAYABLE FOR GRANT OF CAYMAN 7 CALL OPTIONS	22
6	ANTITRUST OBLIGATIONS	27
7	DEFERRAL OF ISSUE OF SHARES AND WARRANTS	28
8	ADJUSTMENTS TO INITIAL CASH AMOUNTS AND ADDITIONAL CONSIDERATION	30
9	OFFER TO INITIAL SELLER PARTIES	35
10	WARRANTIES AND UNDERTAKINGS	36
11	CEDC GUARANTEE	37
12	DEFAULT	38
13	SECURITY	39
14	US TAX COMPLIANCE	39
15	ASSIGNMENT	39
16	ENTIRE AGREEMENT	39
17	VARIATION	39
18	WAIVER	40
19	ILLEGALITY AND SEVERANCE	40
20	RIGHTS OF THIRD PARTIES	40
21	COUNTERPARTS	40
22	NOTICES	41
23	JURISDICTION	42
24	GOVERNING LAW	42
SCHEDULE 1     INFORMATION ABOUT THE COMPANY		43
SCHEDULE 2     CONSIDERATION PAYABLE		44
SCHEDULE 3     FORM OF OPTION NOTICES		45

i

THIS AGREEMENT is made on 7 May 2009 between the following parties:

(1) LION/RALLY CAYMAN 4 a company incorporated in the Cayman Islands whose principal place of business is at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands (“Cayman 4”);

(2) LION/RALLY CAYMAN 5 a company incorporated in the Cayman Islands whose principal place of business is at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands (“Cayman 5”);

(3) LION/RALLY CAYMAN 7 L.P., a Cayman Exempted Limited Partnership whose principal place of business is at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands acting through its general partner Lion/Rally Cayman 8 (“Cayman 7”); and

(4) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose principal place of business is at ul. Bobrowiecka 6, 02-728 Warszawa, Poland (“CEDC”).

WHEREAS

(A) LION/RALLY CAYMAN 6 (the “Company”) was incorporated in the Cayman Islands on 30 April 2009 with registered number 225655 with its principal place of business at c/o Stuarts Corporate Services Ltd., PO Box 2510 Grand Cayman KY1-1104, Cayman Islands. Particulars of the Company are set out in Schedule 1.

(B) The Holdcos (as defined below) have agreed to grant to Cayman 7 the Cayman 7 Call Options (as defined below), and Cayman 7 has agreed to grant to the Holdcos the Holdco Put Option and the Holdco Call Option (each as defined below) on the terms of and subject to the conditions set out in this Agreement.

(C) CEDC has agreed, in consideration of Cayman 4 and Cayman 5 entering into this Agreement, to guarantee the obligations of Cayman 7 under this Agreement in accordance with the terms set out in Clause 11 (CEDC Guarantee) and to issue shares of CEDC Common Stock (as defined below) and the Warrants (also as defined below) to Cayman 4 and Cayman 5.

IT IS AGREED as follows

1 INTERPRETATION

1.1 In this Agreement (including its recitals), the words and expressions set out below have the meanings given to each of them respectively:

“2009 Earnout Amount”	has the meaning given in Clause 8.4.1;
“2009 Group EBITDA”	has the meaning given in Clause 8.4.1;
“2009 Shares”	has the meaning given in Clause 5.2.1(a);
“2009 Shares Issue Date”	the date on which the 2009 Shares are issued;
“2009 Shares Registration Effective Date”	the date on which the registration statement filed under the Securities Act with the Securities and Exchange Commission to register the 2009 Shares is declared effective;

1

“2010 Shares”	has the meaning given in Clause 5.2.1(b)
“2011 Warrants”	the 1,490,550 warrants over CEDC Common Stock, exercisable on 31 May 2011, on the terms of the 2011 Warrants Instrument;
“2011 Warrants Instrument”	the warrant instrument issued by CEDC in the agreed form as set out in the Commitment Letter;
“2012 Shares”	has the meaning given in Clause 5.2.1(c);
“2012 Warrants”	the 300,000 warrants over CEDC Common Stock, exercisable on 31 July 2012, on the terms of the 2012 Warrants Instrument;
“2012 Warrants Instrument”	the warrant instrument issued by CEDC in the agreed form as set out in the Commitment Letter;
“2013 Warrants”	the 1,803,813 warrants over CEDC Common Stock, exercisable on 31 May 2013, on the terms of the 2013 Warrants Instrument;
“2013 Warrants Instrument”	the warrant instrument issued by CEDC in the agreed form as set out in the Commitment Letter;
“31 October 2009 Upside VWAP”	the Thirty Day VWAP of CEDC Common Stock on (x) the 2009 Shares Registration Effective Date; or (y) if the 2009 Shares Issue Date is earlier than the 2009 Shares Registration Effective Date, and if the Holdcos notify CEDC in writing no later than the Business Day following the 2009 Shares Issue Date, the 2009 Shares Issue Date;
“Accounting Principles”	IFRS, or, if Cayman 5 elects, US GAAP, such election (if made) to be final and notified to the Parties in writing no later than 31 December 2009;
“Acquired Unit Count”	the Cayman 7 Ownership Proportion minus 42;
“Advance Payment”	has the meaning given in Clause 8.6.2;
“Affiliate”	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under the same Control as such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Antitrust Adjustment Payment”	an amount calculated as at the Relevant Cayman 7 Call Option Exercise Date in $ in cash equal to the product of (i) the Acquired Unit Count; and (ii) the Antitrust Unit Price Adjustment;
“Antitrust Approval”	shall have the meaning set out in the Governance and Shareholders Agreement;
“Antitrust Unit Price Adjustment”	the amount by which the Overall Average Unit Price exceeds the Realised Average Unit Price;

2

“Approved Bank”	means any of the following: (i)     JP Morgan (ii)    Citi (iii)  Morgan Stanley (iv)   Renaissance Capital (v)    RBS (vi)   Deutsche Bank or such other Person as CEDC and the Holdcos shall otherwise agree in writing;
“Approved Jurisdictions”	The federal or state courts in the State of New York, the federal or state courts in the State of Delaware, the Cayman Islands and Poland.
“Bank Guarantee”	a guarantee given in respect of obligations of a Person to another Person from a bank of international repute and good standing whose long-term credit rating is A1 or higher by Moody’s Investor Services Limited, A or higher by Standard & Poor’s Rating Services, and A or higher by Fitch Rating Limited.
“Business Day”	any day other than a Saturday or Sunday on which banks are normally open for general banking business in London, New York, Warsaw and the Cayman Islands;
“Cash”	in relation to the Lux 1 Group shall mean the consolidated cash in hand or at bank (so long as such cash is repayable immediately on demand) as shown in the accounting records of members of the Lux 1 Group on the relevant date, less trapped cash;
“Cash Equivalent”	means, in relation to a number of shares of CEDC Common Stock, a cash amount in US Dollars equal to: (i) that number of shares; multiplied by (ii) the Ten Day VWAP on the dealing day immediately preceding the date on which such shares are issued pursuant to this Agreement;
“Cayman 1”	Lion/Rally Cayman 1 L.P., a Cayman Exempted Limited Partnership, whose principal place of business is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands;
“Cayman 4 Put Option Price”	shall mean the $ amount equal to: (A) (i) the aggregate of all $ Initial Cash Amounts; plus (ii) the aggregate of all € Initial Cash Amounts in each case, which would become payable by Cayman 7 to Cayman 4 following the exercise of the Cayman 7 Call Options not already completed at the Holdco Put Option Exercise Date; plus (B) (i) if the 2009 Shares have not been issued, $15,197,051; plus (ii) if the 2010 Shares have not been issued, $22,738,588; plus (iii) if the 2012 Shares have not been issued, $4,570,373;

3

“Cayman 4 Outstanding Consideration”	has the meaning set out in Clause 4.2.2(c)(i);
“Cayman 5 Outstanding Consideration”	has the meaning set out in Clause 4.2.2(c)(ii);
“Cayman 5 Put Option Price”	shall mean the $ amount equal to: (A) the aggregate of all $ Initial Cash Amounts which would become payable by Cayman 7 to Cayman 5 following the exercise of the Cayman 7 Call Options not already completed at the Holdco Put Option Exercise Date; plus (B) (i) if the 2009 Shares have not been issued, $4,802,949; plus (ii) if the 2010 Shares have not been issued, $7,186,412; plus (iii) if the 2012 Shares have not been issued, $1,444,443;
“Cayman 7 Call Option”	has the meaning given in Clause 2.1.1;
“Cayman 7 Call Option Completion Date”	has the meaning given in Clause 3.1.4;
“Cayman 7 Call Option Exercise Date”	each of those dates set out in Column B of Schedule 2 as such dates may be modified in accordance with this Agreement;
“Cayman 7 Call Option Notice”	has the meaning given in Clause 3.1.3;
“Cayman 7 Call Option Consideration Notice”	has the meaning given in Clause 3.1.2;
“Cayman 7 Call Option Period”	has the meaning given in Clause 3.1.1;
“Cayman 7 Call Option Substitute Right”	each of the Second Cayman 7 Call Option Substitute Right, the Third Cayman 7 Call Option Substitute Right, the First Final Cayman 7 Call Option Substitute Right, the Second Final Cayman 7 Call Option Substitute Right and the Third Final Cayman 7 Call Option Substitute Right;
“Cayman 7 Early Call Option Notice”	has the meaning given in Clause 3.1.5;
“Cayman 7 Pledge”	the Cayman 7 pledge, in the agreed form, as set out in the Commitment Letter;
“Cayman 7 Ownership Proportion”	the proportion of Ordinary Shares held by Cayman 7 as a percentage of all the Ordinary Shares then in issue, multiplied by the percentage ownership of the Company in Lux 1, in each case on the relevant date, multiplied by 100. In the event that any new shares have been issued by either the Company or Lux 1 after the date of this Agreement and on or before the date in respect of which the Cayman 7 Ownership Proportion is being calculated, such new shares shall be excluded from the calculation of the Cayman 7 Ownership Proportion, which shall be calculated as if such issue of new shares had not occurred;

4

“CEDC Common Stock”	$0.01 common stock of CEDC, listed for trading on the NASDAQ Global Select Market under the symbol “CEDC”;
“CEDC Finance Default”	shall mean any of the following events: (a) a default by any member of the CEDC Group with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $40 million in the aggregate of the Company and/or any member of the CEDC Group, whether such indebtedness now exists or shall hereafter be created, either: (i) resulting in such indebtedness becoming or being declared due and payable; or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration or otherwise; or (b) a final judgment for the payment of $40 million or more (excluding any amounts covered by insurance) is rendered against any member of the CEDC Group, which judgment is not discharged or stayed within 60 days after: (i) the date on which the right to appeal thereof has expired if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;
“CEDC Group”	CEDC or any of its Subsidiaries which it controls at the relevant time (which for the avoidance of doubt shall include the Group where CEDC is entitled to exercise its rights to become the Controlling Shareholder under Clause 2 of the Governance and Shareholders Agreement);
“Change of Control”	the completion of the acquisition of Control of CEDC, or any successor entity, or of any future ultimate Holding Company of CEDC, by any Person or group acting in concert;
“Class A Limited Partner”	has the meaning given in the Limited Partnership Agreement;
“Code”	US Internal Revenue Code of 1986, as amended;
“Commitment Letter”	the commitment letter entered into on 24 April 2009 between the Holdcos, Lion Capital LLP and CEDC;
“Common Stock Equivalents”	has the meaning given in Clause 5.2.2(b);
“Control”	(including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person which owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; and for the avoidance of doubt a limited partnership is Controlled by its general partner;

5

“Corporate Income Tax”	all taxes based upon, measured by, or calculated with respect to (i) gross or net income or gross (or any intermediate measure) or net receipts or profits (including any capital gains and municipal business tax or any similar tax but not including sales, value added, consumption, use, real or personal property, transfer or other similar taxes); (ii) withholding taxes measured by, or calculated with respect to, any payments or distributions (other than wages) and in the case of (i) or (ii) payments on account of or in respect of to those taxes and (iii) any interest, fine, penalty or charge paid, payable or accrued in respect of or in relation to (i) or (ii);
“Cyprus 1”	Pasalba Limited, a company incorporated in the Republic of Cyprus with company number 202291 having its principal place of business at Theklas Lysioti 35, Eagle Star House, 5th Floor, 3030 Limossol, Cyprus;
“Earnout Dispute Notice”	has the meaning given in Clause 8.4.6;
“Earnout Evaluation Period”	has the meaning given in Clause 8.4.5;
“Earnout Notice”	has the meaning given in Clause 8.4.4;
“Elective Minority Purchase”	has the meaning given in Clause 9.1;
“Earnout Settlement Amount”	has the meaning given in Clause 8.5.3;
“Encumbrance”	any mortgage, charge (fixed or floating), pledge, lien, hypothecation, option, right of set off, security trust, assignment by way of security, reservation of title, option, restriction, right of first refusal, right of pre-emption, third party right or interest, or any other encumbrance or security interest whatsoever created or arising or any other agreement or arrangement (including any sale and leaseback transaction) entered into for the purposes of conferring security or having similar effect and any agreement to enter into, create or establish any of the foregoing;
“Enforcement Event”	has the meaning given in Clause 12.1;
“Enterprise Value”	has the meaning given in Clause 2.3.2;
“Equity Value”	has the meaning given in Clause 2.3.3;
“Exit”	shall have the meaning set out in the Governance and Shareholders Agreement;
“Exchange Rate”	1.30;
“Fair Market Value”	shall mean Ten Day VWAP;
“Final Cayman 7 Call Option”	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the sixth row of Schedule 2;

6

“Final Cayman 7 Call Option Completion Date”	the Cayman 7 Call Option Completion Date relating to the Final Cayman 7 Call Option;
“Final Cayman 7 Call Option Exercise Date”	the Cayman 7 Call Option Exercise Date of the Final Cayman 7 Call Option;
“Final Discharge Date”	the first date on which Cayman 7 has satisfied all obligations under this Agreement in respect of any exercise of the Cayman 7 Call Options, the Holdco Put Option and the Holdco Call Option, and the transfer of shares thereunder, and on which there is no Outstanding Consideration actually or potentially payable hereunder by Cayman 7;
“Finance Documents”	the Finance Documents as defined in the Senior Facilities Agreement and the Finance Documents as defined in the Definitions and Schedules Deed (as defined in the On-Loan Facility Agreement). On-Loan Facility Agreement has the meaning given in the Senior Facilities Agreement. Senior Facilities Agreement means the senior facilities agreement dated 10 July 2008 (as amended on or around 23 December 2008, and as further amended and/or restated from time to time) between, among others, Nowdo Limited as Senior Borrower, Pasalba Limited as the Company, the Arrangers, the Original Lenders, the Facility Agent, the Security Agent and the Issuing Bank (each as defined therein);
“First Cayman 7 Call Option”	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the second row of Schedule 2;
“First Cayman 7 Call Option Exercise Date”	the Cayman 7 Call Option Exercise Date of the First Cayman 7 Call Option;
“Fourth Cayman 7 Call Option”	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the fifth row of Schedule 2;
“Fourth Cayman 7 Call Option Completion Date”	the Cayman 7 Call Option Completion Date relating to the Fourth Cayman 7 Call Option;
“Fourth Cayman 7 Call Option Exercise Date”	the Cayman 7 Call Option Exercise Date of the Fourth Cayman 7 Call Option;
“Governance and Shareholders Agreement”	the Governance and Shareholders Agreement dated on or about the date hereof and made between the Company, the Holdcos, Cayman 7 and CEDC, as set out in the Commitment Letter;
“Group”	the Company and its Subsidiaries from time to time and “member of the Group” and “Group Company” shall be construed accordingly; for the avoidance of doubt, no Shareholder nor any of their respective Affiliates (as such terms are defined in the Governance and Shareholders Agreement) (other than the Company and the Subsidiaries of the Company) shall be a member of the Group for the purposes of this Agreement;
“Holdcos”	Cayman 4 and Cayman 5, each being a “Holdco”;
“Holdco Call Option”	has the meaning given in Clause 2.3.1;

7

“Holdco Call Option Completion Date”	has the meaning given in Clause 3.3.3;
“Holdco Call Option Exercise Date”	the date on which the Holdcos serve a Holdco Call Option Notice on Cayman 7;
“Holdco Call Option Notice”	has the meaning given in Clause 3.3.2;
“Holdco Call Option Period”	has the meaning given in Clause 3.3.1;
“Holdco Call Option Valuation Date”	31 December in the year immediately preceding the Holdco Call Option Exercise Date;
“Holdco Pledges”	the Holdco pledges, in the agreed form, as set out in the Commitment Letter;
“Holdco Put Option”	has the meaning given in Clause 2.2.1;
“Holdco Put Option Completion Date”	has the meaning given in Clause 3.2.3;
“Holdco Put Option Exercise Date”	the date on which the Holdcos serve a Holdco Put Option Notice on Cayman 7;
“Holdco Put Option Notice”	has the meaning given in Clause 3.2.2;
“Holdco Put Option Period”	has the meaning given in Clause 3.2.1;
“Holdco Sharing Proportions”	76 per cent. to Cayman 4 and 24 per cent. to Cayman 5;
“Indebtedness”	in relation to the Lux 1 Group, shall mean on the relevant date: (a)    all outstanding obligations for money borrowed, including overdrafts, from any Person (including, for the avoidance of doubt, any accrued but unpaid interest and prepayment penalties); (b)    all outstanding obligations under any hedges, swaps and other derivative contracts to the extent that they are out of the money; (c)    all outstanding obligations evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Lux 1 Group is responsible or liable; (d)    the net present value of all outstanding obligations as lessees under all finance leases including sale and leaseback programs, in accordance with the Accounting Principles, irrespective of whether accrued for in the relevant accounts or not; (e)    all outstanding recourse liabilities (whether conditional or unconditional) arising from any transactions related to the assignment of receivables for financing purposes by any member of the Lux 1 Group to any Person who is not a member of the Lux 1 Group, including all factoring agreements and similar agreements executed for the purpose of obtaining financing;

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(f)     all unfunded pension and similar liabilities and accruals in accordance with Accounting Principles whether accrued or not;

(g)    redeemable preference shares or other similar equity instruments classified as liabilities under Accounting Principles;

(h)    an amount equal to the lower of: a) $25 million; and b) the aggregate of i) all litigation provisions; and ii) all tax provisions excluding such tax provisions to the extent that a claim has been made and settled under the Original Sale Agreement in respect of the tax relating to any such tax provision;

(i)     any capital creditors;

(j)     all outstanding obligations of members of the Lux 1 Group issued or assumed for deferred or contingent purchase price payments associated with transactions involving acquisitions of assets (for the avoidance of doubt, including the acquisition of shares, intellectual property, any business or any other fixed asset but excluding payables to creditors in relation to goods and/or services provided to the Lux 1 Group in the ordinary course of the Lux 1 Group’s business), excluding any obligations arising under the Original Sale Agreement including the current portion of any such obligation;

(k)    all outstanding liabilities arising from legally binding surety agreements, guarantees, indemnities, letters of comfort, Encumbrances or similar arrangements or obligations, furnished for liabilities or obligations of any third party, whether actual or contingent, with the exception of guarantees and other similar arrangements entered into the ordinary course of trading in relation to, inter alia, customs, excise taxes and VAT;

(l)     all outstanding obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance, guarantee or similar credit transaction, with the exception of guarantees and other similar arrangements entered into the ordinary course of trading in relation to, inter alia, customs, excise taxes, VAT, and

(m)  an amount equal to 50 per cent. of any reasonable provisions or accruals made in respect of actual or potential obligations of any member of the Group under the Original Sale Agreement, except to the extent such obligations have actually been paid, but shall not include any Indebtedness from Lux 1 to the Company or any Indebtedness arising between members of the Lux 1 Group;

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“Independent Accountant”	an independent firm of internationally recognised chartered accountants as agreed by CEDC and the Holdcos in writing, or in default of nomination by agreement between CEDC and the Holdcos, appointed at the request of either CEDC or the Holdcos by the President, for the time being, of the Institute of Chartered Accountants in England and Wales, or any successor body thereto;
“Initial Cash Amounts”	the cash amounts payable in respect of a Cayman 7 Call Option or the Holdco Put Option as set out in Columns C, D, and E of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise agreed between the Parties);
“Initial Seller Party Securities”	has the meaning given in the Lux 1 Shareholders Agreement;
“Leading Tranche”	has the meaning given in the Registration Rights Agreement;
“Letter of Undertaking”	the letter of undertaking entered into on 24 April 2009 between the Holdcos, Carey Agri International – Poland sp. z o.o., Lion Capital LLP and CEDC;
“Limited Partnership Agreement”	the amended and restated limited partnership agreement relating to Cayman 7 made, on or about the date of this Agreement, between CEDC, Lion/Rally Cayman 2 and Lion/Rally Cayman 8 Limited;
“Lux 1”	Lion/Rally Lux 1, company number B139.056, a société anonyme incorporated in Luxembourg with registered offices at 13-15, avenue de la Liberté, L-M31 Luxembourg;
“Lux 1 Group”	Lux 1 and its Subsidiaries from time to time;
“Lux 1 Group EBITDA”	for any period, the consolidated Net Profit of the Lux 1 Group expressed in $ for the relevant period before bringing into account any of the following items without duplication, so that, for the avoidance of doubt, to the extent any of the following have been charged, expensed or deducted or credited in computing such Net Profit they shall be adjusted as follows: (a)    any interest paid, payable or accrued by any member of the Lux 1 Group (including fees or penalties incurred in connection with third party borrowings or the issue of guarantees and letters of credit) and including any amounts payable under any interest rate hedging arrangement shall be added back and any interest owing to or received by any member of the Lux 1 Group and including any amounts receivable under any interest rate hedging arrangement shall be deducted; (b)    any Corporate Income Tax paid, payable or accrued by any member of the Lux 1 Group or any deferred tax charges arising for such period shall be added back and any amount received or receivable by any member of the Lux 1 Group in respect of a refund or receipt of Corporate Income Tax or any deferred tax credit shall be deducted;

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(c)    any loss against book value incurred by any member of the Lux 1 Group on the sale, lease or any other disposal of any capital asset shall be added back and any gain against book value incurred by any member of the Lux 1 Group on the sale, lease or any other disposal of any capital asset shall be deducted;

(d)    any provision in respect of bad debts in excess of $6 million in aggregate shall be added back;

(e)    any provision for any fundamental restructuring costs shall be added back and any release or reversal of such provision shall be deducted;

(f)     any loss arising on any revaluation of any fixed asset shall be added back and any gain arising on any revaluation of any fixed asset shall be deducted;

(g)    any realised or unrealised foreign exchange losses shall be added back and any realised or unrealised foreign exchange gains shall be deducted;

(h)    depreciation shall be added back;

(i)     any amortisation or impairment of tangible or intangible assets shall be added back;

(j)     any amortisation of debt issuance costs shall be added back;

(k)    the costs paid or payable in relation to any acquisition or disposal of any company or business or brand, all M&O Fees and associated expenses paid or accrued, and all fees paid or accrued in relation to the Transaction Documents shall be added back;

(l)     any dividends paid or payable shall be added back and any dividends received or receivable shall be deducted;

(m)  any transfer of funds or capital contributions received by any member of the Lux 1 Group shall be deducted;

(n)    any gain or loss resulting from any changes in the fair value of financial instruments (excluding trade receivables and trade payables) shall be added back or deducted;

(o)    any fines, late payment interest and/or penalties paid or to be paid to the tax authorities or other governmental authorities shall be added back; any refunds/credits shall be deducted;

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	(p)    any taxes paid or payable in respect to prior periods shall be added back and refunds or receipts of taxes in respect to prior periods shall be deducted; (q)    any charge in respect of the fair value of share options under the Accounting Principles shall be added back and any reversal of such charge or credit in respect to the fair value of share options shall be deducted; (r)    any charge in respect of any Management Incentive Payments shall be added back and any reversal of such charge or credit in respect to such Management Incentive Payments shall be deducted; and (s)    any profit before interest, tax, depreciation and amortisation or other profit attributable to any minority interest in any member of the Lux 1 Group shall be deducted by ensuring that Lux 1 Group EBITDA proportionately consolidates any member of the Lux 1 Group where there is a minority interest;
“Lux 1 Shareholders Agreement”	the Shareholders Agreement entered into on 9 July 2008 between Lion/Rally Cayman 2, the Initial Seller Parties (as defined therein), Lux 1, and Lion Capital (Guernsey) Limited;
“Management Incentive Payment”	incentive payments made to senior management of the Group in addition to usual base salary amounts, consulting fees and/or bonuses;
“Merger”	has the meaning given in Clause 5.2.2;
“Minority Purchase”	means an Elective Minority Purchase or the purchase or redemption by Lux 1 of the shares and CPECs of Lux 1 in accordance with the Put Option (as defined in the Lux 1 Shareholders Agreement);
“NASDAQ Marketplace Rule”	the Marketplace Rules of NASDAQ listed companies and trading in the NASDAQ stock market;
“Net Profit”	the consolidated profit or loss of Lux 1 after taking account of all items required by the Accounting Principles to be included in the income statement and corresponding to the total of net profit, subject thereto being calculated on a consistent basis with the consolidated audited accounts of Lux 1 for the relevant period;
“New Investment”	has the meaning given in the Commitment Letter;
“Normalised Level of Working Capital”	the average level of Working Capital of the Lux 1 Group calculated by taking the average of the last twelve months ends’ or the last four quarters ends’ (as the Company may determine) Working Capital immediately prior to the relevant date, having first excluded any one-off or exceptional items from such Working Capital;
“Note Purchase Agreement”	the note purchase and share subscription agreement entered into on 24 April 2009 between CEDC, Carey Agri International – Poland sp. z o.o., Lion/Rally Cayman 2 and Cayman 5;

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“Original Sale Agreement”	the sale and purchase agreement dated 22 May 2008 between Cyprus 1 and Cirey Holdings, Inc. concerning the acquisition of certain entitles comprising the Russian Alcohol Group;
“Ordinary Shares”	the A Ordinary Shares in the capital of the Company;
“Outstanding Consideration”	the sum of the Cayman 4 Outstanding Consideration and the Cayman 5 Outstanding Consideration;
“Outstanding Consideration Payment Notice”	has the meaning given in Clause 4.2.2(c);
“Outstanding Consideration Payment Notice Period”	has the meaning given in Clause 4.2.2(c);
“Overall Average Unit Price”	$12,684,412;
“Person”	shall mean any natural person, corporation, general partnership, simple partnership, limited partnership, proprietorship, other business organisation, trust, union, association or governmental authority, whether incorporated or unincorporated; a reference to any Person shall include such Person’s successors and permitted assigns under any agreement, instrument, contract or other document;
“Pledges”	the Cayman 7 Pledge and the Holdco Pledges;
“Preference Shares”	the 100 Preference Shares of $1 each in the capital of the Company, as such shares may be reclassified from time to time;
“Principal Investment Value”	in respect of any Initial Seller Party Securities the aggregate $ amount paid by the Initial Seller Parties for such Initial Seller Party Securities as is set out in Column 3 of Schedule 5 of the Lux 1 Shareholders Agreement;
“Realised Average Unit Price”	The $ amount equal to (A) (i) the aggregate of all $ Initial Cash Amounts actually paid by Cayman 7 to the Holdcos under this Agreement prior to the Relevant Cayman 7 Call Option Exercise Date (excluding any adjustments made in accordance with this Agreement); plus (ii) the aggregate of all € Initial Cash Amounts actually paid by Cayman 7 to the Holdcos under this Agreement prior to the relevant date, multiplied by the Exchange Rate; plus (iii) $110 million; divided by (B) the Acquired Unit Count;
“Registration Rights Agreement”	the registration rights agreement in the agreed form as set out in the Commitment Letter;
“Relevant Cayman 7 Call Option”	has the meaning given in Clause 6.1;
“Relevant Cayman 7 Call Option Exercise Date”	has the meaning given in Clause 6.2;

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“Reorganisation”	has the meaning given in Clause 5.2.2;
“Second Cayman 7 Call Option”	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the third row of Schedule 2;
“Second Cayman 7 Call Option Exercise Date”	the Cayman 7 Call Option Exercise Date of the Second Cayman 7 Call Option;
“Security Impairment Event”	any event or circumstance which has, or is reasonably likely to have, a material adverse effect on the validity, enforceability or the priority or ranking of any security granted to the Holdcos pursuant to the Cayman 7 Pledge and which, if capable of remedy by the Parties, is not remedied within 20 Business Days of the date of such effect occurring;
“Securities Act”	the Securities Act of 1933, as amended;
“Share Equivalent”	means, in relation to an amount of cash in US Dollars, a number of shares of CEDC Common Stock equal to: (i) that cash amount; divided by (ii) the Ten Day VWAP on the dealing day immediately preceding the date on which such shares are issued pursuant to this Agreement, rounded up to the nearest whole share;
“Shares”	the Ordinary Shares and the Preference Shares;
“Subsidiary”	in relation to any Person (a “Holding Company”), any other Person directly or indirectly Controlled by that Holding Company;
“Tax”	all forms of taxation, duties, imposts, contributions and levies and all related withholdings and deductions of any kind imposed by a relevant tax authority and any associated interest, penalty, surcharge or fine and any amount agreed to be paid to any relevant tax authority in settlement of any claim for any of the foregoing;
“Ten Day VWAP”	on the relevant dealing day, the volume weighted average VWAP over a period of ten dealing days prior to and including the relevant dealing day;
“Third Cayman 7 Call Option”	the Cayman 7 Call Option exercisable on the Cayman 7 Call Option Exercise Date set out in the fourth row of Schedule 2;
“Third Cayman 7 Call Option Exercise Date”	the Cayman 7 Call Option Exercise Date of the Third Cayman 7 Call Option;
“Third Consideration Instalment”	has the meaning given in the Note Purchase Agreement;
“Third Completion Date”	has the meaning given in the Note Purchase Agreement;
“Thirty-Day VWAP”	on the relevant dealing day, the volume weighted average VWAP over a period of thirty dealing days prior to and including the relevant dealing day;
“Trailing Tranche”	has the meaning given in the Registration Rights Agreement;

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“Transaction Documents”	this Agreement, the Pledges, the Commitment Letter, the Letter of Undertaking, the Warrant Instruments, the Note Purchase Agreement, the Registration Rights Agreement, and the Governance and Shareholders Agreement, and “Transaction Document” means any of them;
“VWAP”	with respect to a particular date, the volume weighted average trading price of a share of CEDC Common Stock on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading for any relevant trading date, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if so requested by Cayman 5) having engaged an independent appraiser in such regard;
“Warrants”	the 2011 Warrants, the 2012 Warrants and the 2013 Warrants;
“Warrant Instruments”	the 2011 Warrants Instrument, the 2012 Warrants Instrument and the 2013 Warrants Instrument; and
“Working Capital”	the aggregate value of: (a)    the consolidated inventory of the Lux 1 Group; (b)    the consolidated trade receivables of the Lux 1 Group; and (c)    all consolidated other current assets of the Lux 1 Group, less the aggregate value of: (a)    the consolidated trade payables of the Lux 1 Group; and (b)    the consolidated other payables of the Lux 1 Group (but excluding interest accruals), as at the relevant date, in each case calculated in accordance with the Accounting Principles.

1.2 In this Agreement:

1.2.1  references to a document in the “agreed form” are to that document in the form agreed to and initialled for the purposes of identification by or on behalf of the Parties;

1.2.2  references to a Clause or Schedule are to a clause or schedule of this Agreement, and references to this Agreement include the Schedules;

1.2.3  the headings in this Agreement do not affect its construction or interpretation;

1.2.4  references to a “Party” or to the “Parties” are references to a party or parties to this Agreement;

1.2.5  a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

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1.2.6  references to “$”or “USD” are references to the lawful currency for the time being of the United States of America;

1.2.7  references to “€” or “Euro” are references to the single currency and the legal means of payment in the territory of the European Monetary Union;

1.2.8  the singular includes the plural and vice versa and any gender includes any other gender; and

1.2.9  all obligations of the Holdcos under this Agreement, including liability in respect of any claims or any other breach of this Agreement, are several only and not joint.

2 GRANT OF PUT AND CALL OPTIONS

2.1 Cayman 7 Call Options

2.1.1  The Holdcos grant to Cayman 7 a series of options entitling Cayman 7 to acquire the Ordinary Shares and Preference Shares (each a “Cayman 7 Call Option”). In relation to each Cayman 7 Call Option Exercise Date Cayman 7 shall be entitled to require:

(a) Cayman 4 to sell to it the number of Ordinary Shares set out in Column F of Schedule 2 for the relevant Cayman 7 Call Option Exercise Date in exchange for the payment to Cayman 4, in cash, of the aggregate of: (i) the $ Initial Cash Amount set out in Column C of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties); and (ii) the € Initial Cash Amount set out in Column D of Schedule 2; and

(b) Cayman 5 to sell to it the number of Preference Shares set out in Column G of Schedule 2 for the relevant Cayman 7 Call Option Exercise Date in exchange for the payment to Cayman 5, in cash, of the $ Initial Cash Amount set out in Column E of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties).

2.1.2  Each Cayman 7 Call Option may be exercised only in respect of both of: (a) all of the corresponding number of Ordinary Shares which Cayman 7 shall be entitled to acquire under Clause 2.1.1(a); and (b) all of the corresponding number of Preference Shares which Cayman 7 shall be entitled to acquire under Clause 2.1.1(b).

2.2 Holdco Put Option

2.2.1  Cayman 7 grants:

(a) to Cayman 4 the right to require Cayman 7 to acquire all (but not some) of the Ordinary Shares held by Cayman 4; and

(b) to Cayman 5 the right to require Cayman 7 to acquire all (but not some) of the Preference Shares held by Cayman 5,

in each case as at the Holdco Put Option Exercise Date (together the “Holdco Put Option”).

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2.2.2  The Holdco Put Option may be exercised only in respect of both of: (a) all of the corresponding number of Ordinary Shares which Cayman 4 shall be entitled to require Cayman 7 to acquire under Clause 2.2.1(a); and (b) all of the corresponding number of Preference Shares which Cayman 5 shall be entitled to require Cayman 7 to acquire under Clause 2.2.1(b).

2.2.3  The consideration to be paid by Cayman 7 in respect of the Holdco Put Option shall be:

(a) the Cayman 4 Put Option Price, to be paid to Cayman 4; and

(b) the Cayman 5 Put Option Price, to be paid to Cayman 5.

2.3 Holdco Call Option

2.3.1  Cayman 7 grants to the Holdcos the right for each of the Holdcos to acquire, subject to Clauses 2.3.4 and 2.3.5, some or all of the Ordinary Shares in the capital of the Company held from time to time by Cayman 7 (the “Holdco Call Option”). The amounts to be paid by the Holdcos to Cayman 7 upon exercise of the Holdco Call Option shall be such amount as is equal, for each Holdco, to:

A x B x C

where : A = the Equity Value;   B = the percentage ownership of the Company in Lux 1; and   C = the number of Ordinary Shares to be acquired by Cayman 4 or Cayman 5 (as the case may be) under the Holdco Call Option as a percentage of all the Ordinary Shares then in issue,

(in respect of Cayman 4, the “Cayman 4 Call Option Consideration” and in respect of Cayman 5 the “Cayman 5 Call Option Consideration”).

2.3.2  The enterprise value of the Lux 1 Group in respect of the Holdco Call Option (the “Enterprise Value”) shall be equal to seven times Lux 1 Group EBITDA for the period of twelve months ending on 31 December in the year immediately prior to the Holdco Call Option Exercise Date.

2.3.3  The equity value of the Lux 1 Group (the “Equity Value”) shall be equal to:

(a) the Enterprise Value; minus

(b) Indebtedness on the Holdco Call Option Valuation Date; minus

(c) any Indebtedness arising after the Holdco Call Option Valuation Date and before the Holdco Call Option Exercise Date, which arises other than in the ordinary course of trading for the Group and which remains outstanding on the Holdco Call Option Exercise Date; plus

(d) Cash on the Holdco Call Option Valuation Date; plus

(e) Working Capital on the Holdco Call Option Valuation Date; minus

(f) Normalised Working Capital on the Holdco Call Option Valuation Date.

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2.3.4  The Holdcos shall exercise the Holdco Call Option jointly, and neither Holdco shall be permitted to exercise the Holdco Call Option unless the other does so simultaneously.

2.3.5  The number of Ordinary Shares held from time to time by Cayman 7 that each Holdco shall respectively acquire under the Holdco Call Option, shall be the lower of: (i) that number of such Ordinary Shares as shall be equal in value (as determined in this Clause 2.3) to the Cayman 4 Outstanding Consideration or Cayman 5 Outstanding Consideration (as the case may be) rounded up to the nearest whole Ordinary Share; and (ii) that proportion of such total number of Ordinary Shares held by Cayman 7 as is equal to the proportion that the Cayman 4 Outstanding Consideration or Cayman 5 Outstanding Consideration (as the case may be) bears in relation to the Outstanding Consideration.

3 EXERCISE AND COMPLETION OF PUT AND CALL OPTIONS

3.1 Exercise of Cayman 7 Call Options

3.1.1  Subject to Clause 3.1.5, each Cayman 7 Call Option shall only be exercisable:

(a) in respect of the First Cayman 7 Call Option, on the First Cayman 7 Call Option Exercise Date or during the period of 30 days thereafter, but not before the issue by CEDC of those shares of CEDC Common Stock set out in Clause 5.2.1(a);

(b) in respect of the Second Cayman 7 Call Option on the Second Cayman 7 Call Option Exercise Date or during the period of 30 days thereafter;

(c) in respect of the Third Cayman 7 Call Option, on the Third Cayman 7 Call Option Exercise Date or during the period of 60 days thereafter;

(d) in respect of the Fourth Cayman 7 Call Option, on the Fourth Cayman 7 Call Option Exercise Date or during the period of 90 days thereafter; and

(e) in respect of the Final Cayman 7 Call Option, on the Final Cayman 7 Call Option Exercise Date or during the period of 120 days thereafter,

(each a “Cayman 7 Call Option Period”). No Cayman 7 Call Option may be exercised on or after the Holdco Put Option Exercise Date.

3.1.2  Twelve days prior to the relevant Cayman 7 Call Option Exercise Date, the Holdcos shall send to Cayman 7 a written notice setting out the consideration payable (including, where relevant, the number of shares of CEDC Common Stock to be issued) and the number of Ordinary Shares and Preference Shares which may be acquired by Cayman 7 in respect of the relevant Cayman 7 Call Option if Cayman 7 exercises such Cayman 7 Call Option (a “Cayman 7 Call Option Consideration Notice”).

3.1.3  In order to exercise a Cayman 7 Call Option, Cayman 7 shall notify the Holdcos, in writing, of its exercise of the Cayman 7 Call Option (a “Cayman 7 Call Option Notice”) in the form set out in Part A of Schedule 7, which shall specify the number of Ordinary Shares and Preference Shares to be sold by the Holdcos pursuant to that Cayman 7 Call Option and the consideration to be paid. The service of a Cayman 7 Call Option Notice, and thus the exercise of a Cayman 7 Call Option, shall be irrevocable.

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3.1.4  If a Cayman 7 Call Option Notice is validly served, Cayman 7 and CEDC (as the case may be) and the Holdcos shall be obliged to complete the sale of the relevant Ordinary Shares and Preference Shares under the relevant Cayman 7 Call Option within five Business Days of service of the relevant Cayman 7 Call Option Notice in accordance with Clause 4 (the “Cayman 7 Call Option Completion Date”).

3.1.5  Cayman 7 shall, at the direction of CEDC only (and subject to CEDC first satisfying its funding obligations under section 3 of the Limited Partnership Agreement), exercise a Cayman 7 Call Option earlier than the relevant Cayman 7 Call Option Exercise Date specified in Schedule 2 provided that, at the time of such exercise, all Cayman 7 Call Options with Cayman 7 Call Option Exercise Dates relating to dates earlier than that of the relevant Cayman 7 Call Option have, at the time of such exercise, been exercised and completed in full or are being exercised simultaneously with the relevant Cayman 7 Call Option. The relevant Cayman 7 Call Option may be exercised early by CEDC notifying, in writing, Cayman 7 and the Holdcos of the revised relevant Cayman 7 Call Option Exercise Date (a “Cayman 7 Early Call Option Notice”), such date being no fewer than 30 days after the date of such notice, and no later than the original relevant Cayman 7 Call Option Date, provided however that such 30 day minimum period shall not apply if the Holdcos are in continuing breach of their obligation to transfer Sale Shares to Cayman 7 on the terms of this Agreement or if any of them (or Lion Capital LLP) has a liquidator, receiver, administrative receiver or administrator appointed (other than in respect of a solvent liquidation).

3.2 Exercise of Holdco Put Option

3.2.1  The Holdco Put Option shall be exercisable:

(a) for a period of 45 days commencing on the day immediately following the last day of any Cayman 7 Call Option Period during which the relevant Cayman 7 Call Option was not exercised; and

(b) in accordance with Clause 12.2,

(the “Holdco Put Option Period”), provided that a failure to exercise such option in any given Holdco Put Option Period shall not prevent the Holdco Put Option being exercised at any time when it subsequently becomes exercisable again pursuant to Clause 3.2.1.

3.2.2  In order to exercise the Holdco Put Option, the Holdcos shall notify Cayman 7, in writing, of their exercise of the Holdco Put Option, (a “Holdco Put Option Notice”) in the form set out in Part B of Schedule 7, which shall specify the number of Ordinary Shares and Preference Shares to be sold by each of Cayman 4 and Cayman 5 pursuant to the Holdco Put Option and the consideration to be paid to each of them.

3.2.3  If a Holdco Put Option Notice is validly served, Cayman 7 and the Holdcos shall be obliged to complete the sale of the relevant Shares within three Business Days of service of the Holdco Put Option Notice in accordance with Clause 4 (the “Holdco Put Option Completion Date”).

3.3 Exercise of Holdco Call Option

3.3.1  The Holdco Call Option shall be exercisable for a period of 45 days commencing on the Holdco Put Option Completion Date provided that Cayman 7 has not settled the Outstanding Consideration and that no Outstanding Consideration Payment Notice has been given (the “Holdco Call Option Period”).

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3.3.2  In order to exercise the Holdco Call Option, the Holdcos shall notify Cayman 7, in writing, of their exercise of the Holdco Call Option, (a “Holdco Call Option Notice”) in the form set out in Part C of Schedule 7, which shall specify the number of Ordinary Shares to be sold by Cayman 7 pursuant to the Holdco Call Option and the consideration to be paid.

3.3.3  If a Holdco Call Option Notice is validly served, Cayman 7 and the Holdcos shall be obliged to complete the sale of the relevant Ordinary Shares within five Business Days of service of the Holdco Call Option Notice in accordance with Clause 4 (the “Holdco Call Option Completion Date”).

4 COMPLETION OF THE SALE OF SHARES UNDER PUT AND CALL OPTIONS

4.1 Completion of the sale of Ordinary Shares and Preference Shares in respect of a Cayman 7 Call Option, the Holdco Put Option or the Holdco Call Option shall take place:

4.1.1  in respect of a Cayman 7 Call Option, on the corresponding Cayman 7 Call Option Completion Date;

4.1.2  in respect of the Holdco Put Option, on the Holdco Put Option Completion Date; and

4.1.3  in respect of the Holdco Call Option, on the Holdco Call Option Completion Date.

4.2 On completion of the sale of Shares following exercise of a Cayman 7 Call Option, the Holdco Put Option or the Holdco Call Option:

4.2.1  in respect of each Cayman 7 Call Option:

(a) Cayman 4 shall deliver to Cayman 7:

(i) duly executed transfer(s) in favour of Cayman 7 in respect of the Ordinary Shares to be transferred in respect of the relevant Cayman 7 Call Option; and

(ii) the relevant share certificate(s) in respect of such Ordinary Shares being transferred; and

(b) Cayman 5 shall deliver to Cayman 7:

(i) duly executed transfer(s) in favour of Cayman 7 in respect of the Preference Shares to be transferred in respect of the relevant Cayman 7 Call Option; and

(ii) the relevant share certificate(s) in respect of such Preference Shares being transferred; and

(c) against delivery of the duly executed transfer(s) Cayman 7 shall pay, in cash and in immediately available funds: (A) to Cayman 4 the aggregate of (i) the corresponding $ Initial Cash Amount set out in Column C of Schedule 2, (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties); plus (ii) the corresponding € Initial Cash Amount set out in Column D of Schedule 2; and (B) to Cayman 5 the corresponding $ Initial Cash Amount set out in Column E of Schedule 2, (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties);

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4.2.2  in respect of the Holdco Put Option:

(a) Cayman 4 shall deliver to Cayman 7:

(i) duly executed transfer(s) in favour of Cayman 7 in respect of all Ordinary Shares held by Cayman 4 on the Holdco Put Option Exercise Date; and

(ii) the relevant share certificate(s) in respect of such Ordinary Shares being transferred; and

(b) Cayman 5 shall deliver to Cayman 7:

(i) duly executed transfer(s) in favour of Cayman 7 in respect of all Preference Shares held by Cayman 5 on the Holdco Put Option Exercise Date; and

(ii) the relevant share certificate(s) in respect of such Preference Shares being transferred; and

(c) Cayman 7 shall, against delivery of the duly executed transfer(s), be liable to pay:

(i) the Cayman 4 Put Option Price to Cayman 4, which shall be left outstanding on account due from Cayman 7 to Cayman 4 and which shall accrue interest daily at an annual rate of 12 per cent., compounding annually, for the period from the Holdco Put Option Exercise Date until the date on such aggregate amount is paid (the “Cayman 4 Outstanding Consideration”); and

(ii) the Cayman 5 Put Option Price to Cayman 5, which shall be left outstanding on account due from Cayman 7 to Cayman 5 and which shall accrue interest daily at an annual rate of 12 per cent., compounding annually, for the period from the Holdco Put Option Exercise Date until the date on such aggregate amount is paid (the “Cayman 5 Outstanding Consideration”),

and which shall be paid, in cash, only upon the Holdcos giving written notice to Cayman 7 (an “Outstanding Consideration Payment Notice”) requiring Cayman 7 to satisfy the entire Outstanding Consideration. If an Outstanding Consideration Payment Notice is validly served, Cayman 7 shall pay the Outstanding Consideration on or before the date falling three Business Days from service of the Outstanding Consideration Payment Notice (the “Outstanding Consideration Payment Notice Period”).

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4.2.3  in respect of the Holdco Call Option:

(a) Cayman 7 shall deliver to Cayman 4:

(i) duly executed transfer(s) in favour of Cayman 4 in respect of that number of Ordinary Shares held by Cayman 7 as specified in the Holdco Call Option Notice; and

(ii) the relevant share certificate(s) in respect of such Ordinary Shares being transferred; and

(b) Cayman 7 shall deliver to Cayman 5:

(i) duly executed transfers in favour of Cayman 5 in respect of that number of Ordinary Shares held by Cayman 7 as specified in the Holdco Call Option Notice and all of the Preference Shares held by Cayman 7; and

(ii) the relevant share certificate(s) in respect of such Ordinary Shares and Preference Shares being transferred;

(c) Cayman 4 and Cayman 5 shall, against delivery of the duly executed transfer(s), satisfy the Cayman 4 Call Option Consideration and Cayman 5 Call Option Consideration to be paid by setting off such amounts against the Cayman 4 Outstanding Consideration and the Cayman 5 Outstanding Consideration (as the case may be).

4.3 If the Holdco Put Option is exercised after the Fourth Cayman 7 Call Option Exercise Date any remaining Outstanding Consideration after the set off pursuant to Clause 4.2.3 shall immediately cease to be due and payable and Cayman 7 shall be released from all obligations hereunder to pay the same.

5 CONSIDERATION PAYABLE FOR GRANT OF CAYMAN 7 CALL OPTIONS

5.1 Delivery of Warrants

In consideration of the Holdcos granting to Cayman 7 the Cayman 7 Call Options, CEDC shall, within 30 days from the date of this Agreement, deliver, or cause to be delivered, the Warrants to the Holdcos in the amounts set out in Columns H and I of Schedule 2.

5.2 Issue of CEDC Common Stock

5.2.1  In consideration of the Holdcos granting to Cayman 7 the Cayman 7 Call Options, CEDC shall, subject to the Holdcos not having exercised the Holdco Put Option:

(a) on 31 October 2009 issue 1,000,000 shares of CEDC Common Stock to the Holdcos in the proportions set out in the second row of Columns J and K of Schedule 2 (the “2009 Shares”);

(b) on 15 June 2010 issue 1,575,000 shares of CEDC Common Stock to the Holdcos in the proportions set out in the third row of Columns J and K of Schedule 2 (the “2010 Shares”); and

(c) on 31 July 2012 issue 751,852 shares of CEDC Common Stock to the Holdcos in the proportions set out in the fifth row of Columns J and K of Schedule 2 (the “2012 Shares”),

in each case subject to adjustment as per Clause 8.3.4.

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5.2.2  Until the 2009 Shares, the 2010 Shares and the 2012 Shares (together, the “Consideration Shares”) have been issued pursuant to Clause 5.2.1:

(a) Mergers or Consolidations. If at any time after the date hereof until all of the Consideration Shares have been issued pursuant to Clause 5.2.1, there shall be a capital reorganisation (other than a combination or subdivision of CEDC Common Stock otherwise provided for herein) resulting in a reclassification to or change in the Consideration Shares (a “Reorganisation”), or a merger or consolidation of CEDC with another Person (other than a merger with another Person in which CEDC is a continuing corporation and which does not result in any reclassification or change in the Consideration Shares or a merger effected exclusively for the purpose of changing the domicile of CEDC) (a “Merger”) or the sale of all or substantially all of the assets of CEDC (a “Disposal”), then, as a part of such Reorganisation, Merger or Disposal, lawful provision and adjustment shall be made so that the Holdcos shall thereafter be entitled to receive in respect of any unissued Consideration Shares, pursuant to Clause 5.2.1 and at the times provided for and subject to the terms and conditions of the Transaction Documents, the number of shares of stock or any other equity or debt securities or property to which the Holdcos would have been entitled upon consummation of the Reorganisation, Merger or Disposal if the Holdcos had received all such unissued Consideration Shares immediately prior to such Reorganisation, Merger or Disposal. In any such case, appropriate adjustment shall be made in the application of the provisions of Clause 5.2.1 with respect to the rights and interests of the Holdcos after the Reorganisation, Merger or Disposal to the end that the provisions of Clause 5.2.1 and Clause 5.2.2 shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable pursuant to Clause 5.2.1. CEDC will not effect any Reorganisation, Merger or Disposal unless prior to the consummation thereof each corporation or entity (other than CEDC) which may be required to deliver any securities or other property pursuant to Clause 5.2.1 as provided herein shall assume in a written agreement the obligation to deliver to the Holdcos such securities or other property as (in accordance with the foregoing provisions) the Holdcos may be entitled to receive and agreeing and confirming that the provisions of Clause 5.2.1 shall continue in full force and effect, enforceable against CEDC and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Clause 5.2.2(a) shall similarly apply to successive Reorganisations, Mergers and Disposals.

(b) Splits and Subdivisions; Dividends. In the event CEDC should at any time or from time to time (i) effectuate a split or subdivision of the outstanding shares of CEDC Common Stock, (ii) pay a dividend in or make a distribution payable in additional shares of CEDC Common Stock or other securities that are convertible or exchangeable or exercisable into shares of CEDC Common Stock (“Common Stock Equivalents”), or (iii) issue by reclassification of CEDC Common Stock any other capital stock of CEDC, in each case without payment of any consideration by such holder for the additional shares of CEDC Common Stock or Common Stock Equivalents (including the additional shares of CEDC Common Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution, split, subdivision or reclassification if no record date is fixed), the number of unissued

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Consideration Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend, distribution or reclassification is not effectuated. The adjustment pursuant to this Clause 5.2.2(b) shall be made successively each time that any event listed in this Clause 5.2.2(b) above shall occur.

(c) Combination of Shares. If the number of shares of CEDC Common Stock outstanding at any time after the date hereof is decreased by a combination or reverse split of the outstanding shares of CEDC Common Stock, the number of shares of unissued Consideration Shares shall be appropriately decreased in proportion to such decrease in outstanding shares as at the effective date of such combination or reverse split; provided, however, that no adjustment shall be made in the event such combination or reverse split is not effectuated.

(d) Cash Dividends and Other Distributions. If CEDC shall distribute to holders of CEDC Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, or any other properties or securities (other than any dividend or distribution described in Clause 5.2.2(b)) or (ii) any options, warrants, or other rights to subscribe for or purchase any of the foregoing (other than any rights, options, warrants, or securities described below), that, in the case of both clause (i) and clause (ii) together, aggregate on a rolling twelve-month basis to a Fair Market Value per share of CEDC Common Stock as of the trading day immediately preceding the declaration of such distribution (the “FMV Date”) that exceeds 3% of the Fair Market Value of one share of CEDC Common Stock on the FMV Date, then in each such case the number of unissued Consideration Shares shall be increased in each case to the number obtained by multiplying (A) the number of unissued Consideration Shares, before such adjustment, and (B) the quotient of (1) the Fair Market Value of one share of CEDC Common Stock on the last trading day preceding the first date on which the CEDC Common Stock trades regular way without the right to receive such distribution, divided by (2) the Fair Market Value calculated in clause (1) minus the amount of cash and/or the Fair Market Value of any evidences of indebtedness, other property or securities, options, warrants or other rights to subscribe for or purchase the foregoing so distributed in respect of one share of CEDC Common Stock. In the event that such distribution is not so made, then no such adjustment to the number of unissued Consideration Shares shall be made pursuant to this Clause 5.2.2(d). Notwithstanding anything in this Clause 5.2.2(d) to the contrary, no adjustment to the number of unissued Consideration Shares shall be made pursuant to this Clause 5.2.2(d) as a result of the issuance or other sale by CEDC of any of its shares of CEDC Common Stock upon (A) the conversion or exchange of any of CEDC’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Agreement, (B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of CEDC pursuant to a stock option plan, benefit plan or incentive plan of CEDC, whether in effect as of the date of this Agreement or approved by the Board of Directors of CEDC after the date of this Agreement, or (C) the grant or issuance of rights pursuant to a shareholder rights plan.

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(e) Certain Issuances.

(i) Without duplication of any other items contained in this Agreement, if at any time or from time to time CEDC shall issue (A) CEDC Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, (x) the closing sale price of one share of CEDC Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the “Closing Price”), or (y) the volume weighted average trading price of one share of CEDC Common Stock on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of CEDC Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (B) rights, options, or warrants for, or securities convertible or exchangeable into, CEDC Common Stock entitling the holders thereof to subscribe for or purchase shares of CEDC Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, the Closing Price or the 30-Day FMV, then the number of unissued Consideration Shares thereafter issuable pursuant to Clause 5.2.1 shall be determined by multiplying the number of then unissued Consideration Shares by a fraction, the numerator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of CEDC Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of CEDC Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at CEDC’s sole election, the Closing Price or the 30-Day FMV. Such adjustment shall be made whenever such shares of CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities.

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(ii) This Clause 5.2.2(e) shall not apply to issuances of CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities resulting from or in connection with:

(A) the conversion or exchange of any of CEDC’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock, warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Agreement or were issued in connection with a transaction not covered by Clause 5.2.2(e)(i)(B),

(B) the grant or exercise of any stock options, restricted stock, restricted stock units, stock appreciation rights or other forms of stock or stock-based rights granted to officers, directors or employees of CEDC pursuant to a stock option plan, benefit plan or incentive plan of CEDC, whether in effect as of the date of this Agreement or approved by the Board of Directors of CEDC after the date of this Agreement,

(C) the Note Purchase and Share Subscription Agreement,

(D) this Agreement,

(E) the issuance or exercise of any of the Warrants,

(F) a Merger, Reorganization or Disposal, or

(G) the grant or issuance of rights pursuant to a shareholder rights plan.

(iii) If any CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities are issued together with other obligations or securities, then an allocation shall be made of the aggregate consideration received as between such CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities, on the one hand, and such other obligations or securities, on the other hand (as determined in good faith and in a commercially reasonable manner by the Board of Directors of CEDC, whose determination shall be evidenced by a board resolution, a copy of which will be sent to the Holdcos upon request), to determine a price per share for such CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities for the purposes of this Clause 5.2.2(e). This Clause 5.2.2(e) shall apply with equal force and effect to any amendment, revision, adjustment, or other modification of the terms of any outstanding rights, options, or warrants for, or securities convertible or exchangeable into, CEDC Common Stock if and to the extent that such amendment, revision, adjustment, or other modification has the effect of allowing the holders thereof to subscribe for or purchase shares of CEDC Common Stock at a price per share that is lower at the date of such modification than 85% of either, at CEDC’s sole election, the Closing Price or the 30-Day FMV, subject to the provisions of Clause 5.2.2(e)(ii). No adjustment shall be made pursuant to this Clause 5.2.2(e) that would have the effect of decreasing the number of unissued Consideration Shares.

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(f) Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Clause 5.2.2, if any thereof shall not have been exercised, the number of unissued Consideration Shares shall be readjusted as if (i) the only shares of CEDC Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of CEDC Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (ii) shares of CEDC Common Stock actually issued, if any, were issuable for the consideration actually received by CEDC upon such exercise plus the aggregate consideration, if any, actually received by CEDC for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Clause 5.2.2(b)) have the effect of decreasing the number of unissued Consideration Shares by an amount in excess of the amount of the adjustment to such number of unissued Consideration Shares initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

(g) No Duplication. Notwithstanding anything else contained in this Clause 5.2.2, no single event shall result in an adjustment to the number of unissued Consideration Shares under more than one of the subsections set forth in Clause 5.2.2 so as to result in duplication.

5.3 All shares of CEDC Common Stock issued under this Agreement and all shares of CEDC Common Stock issuable upon exercise of the Warrants shall be issued as fully paid up and free from Encumbrances and shall be entitled to the rights and subject to the obligations set out in the Registration Rights Agreement.

5.4 Where CEDC issues shares of CEDC Common Stock or the Warrants under Clause 5 or Clause 8 of this Agreement, such issues shall be deemed to have been made on behalf of Cayman 7 and Cayman 7 agrees to issue Partnership Interests (as defined under the Limited Partnership Agreement) to CEDC equal to the fair market value (as at the date of such issue of CEDC Common Stock or Warrants) of such shares of CEDC Common Stock and Warrants so issued.

6 ANTITRUST OBLIGATIONS

6.1 The right of Cayman 7 to exercise (i) any Cayman 7 Call Option (the “Relevant Cayman 7 Call Option”) the completion of which would give CEDC the right to exercise control rights in respect of the Company, which rights would require an Antitrust Approval; and (ii) any subsequent Cayman 7 Call Options, shall be subject, in each case, to such Antitrust Approval being received. For the avoidance of doubt, if the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option has been amended in accordance with Clause 3.1.5, such that it falls on the same date as the Cayman 7 Call Option Exercise Date of any other Cayman 7 Call Option(s), then the exercise of such other Cayman 7 Call Option(s) shall not be subject to such Antitrust Approval being received.

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6.2 If such a required Antitrust Approval has not been received prior to the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option as such date may be amended in accordance with this Agreement except by operation of this Clause 6 (the “Relevant Cayman 7 Call Option Exercise Date”), Cayman 7 shall be obligated to pay to the Holdcos in cash:

6.2.1  if the Relevant Cayman 7 Call Option Exercise Date occurs on or before 31 December 2011, the lower of $50 million, and the Antitrust Adjustment Payment; and

6.2.2  if the Relevant Cayman 7 Call Option Exercise Date occurs after 31 December 2011, the lower of $42.5 million, and the Antitrust Adjustment Payment,

in each case, on the Relevant Cayman 7 Call Option Exercise Date. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions.

6.3 If Antitrust Approval is subsequently received after the Relevant Cayman 7 Call Option Exercise Date, the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option, and any other Cayman 7 Call Options delayed in accordance with the provision of this Clause 6, shall be deemed to be the date falling 60 days after the date of receipt of Antitrust Approval and all remaining Cayman 7 Call Options shall once again be exercisable in accordance with their terms.

6.4 The $ Initial Cash Amounts payable to Cayman 4 and Cayman 5 in relation to the Relevant Cayman 7 Call Option shall be reduced by the amount actually received in accordance with Clause 6.2, allocated between the Holdcos in the Holdco Sharing Proportions.

6.5 Where the exercise by Cayman 7 of any Cayman 7 Call Option is delayed due to the failure to obtain Antitrust Approval, the Initial Cash Amounts payable following the exercise of such Cayman 7 Call Option shall be increased by an amount equal to interest accruing thereon at an annual rate of 8 per cent. from the relevant Cayman 7 Call Option Exercise Date before the application of Clauses 6.1 and 6.3 until the relevant Cayman 7 Call Option Exercise Date following the application of Clauses 6.1 and 6.3

6.6 If Antitrust Approval is not subsequently received after the Relevant Cayman 7 Call Option Exercise Date, and an Exit is undertaken, then Cayman 7 shall, from the proceeds received from such Exit, pay to the Holdcos within 30 days of such Exit, an amount in cash equal to the amount by which the Antitrust Adjustment Payment under Clause 6.2 exceeds the amounts paid by Cayman 7 to the Holdcos pursuant to Clause 6.2. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions, and shall in no circumstance exceed the aggregate Exit proceeds received by Cayman 7 net of any fees, costs or expenses incurred by Cayman 7 with regard to such Exit.

7 DEFERRAL OF ISSUE OF SHARES AND WARRANTS

7.1 Notwithstanding anything herein to the contrary, in order to ensure compliance with NASDAQ Marketplace Rule 4350(i)(1)(c)(i), if, immediately following the issuance of any shares of CEDC Common Stock pursuant to this Agreement, the Holdcos and their Affiliates would collectively own 5% or more of the number of shares of CEDC Common Stock outstanding or 5% or more of the voting power of CEDC outstanding (the “Substantial Shareholder Threshold”), then the following shall apply:

7.1.1  such number of shares of CEDC Common Stock as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with the terms of this Agreement;

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7.1.2  in the case of shares of CEDC Common Stock issuable pursuant to Clause 5 hereof (excluding, for the avoidance of doubt, shares of CEDC Common Stock issuable upon the exercise of any Warrant), the number of shares of CEDC Common Stock issuable but not yet issued shall accordingly be reduced by the number of such shares of CEDC Common Stock permitted to be issued pursuant to Clause 7.1.1;

7.1.3  in the case of shares of CEDC Common Stock issuable pursuant to Clause 8.2 hereof, the amount of the relevant $ Initial Cash Amount outstanding and not yet paid shall accordingly be reduced by the Cash Equivalent of such shares of CEDC Common Stock permitted to be issued pursuant to Clause 7.1.1;

7.1.4  after such time as the Holdcos and their Affiliates have advised CEDC in writing that they collectively own 3.5% or less of the number of shares of CEDC Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of shares of CEDC Common Stock to the Holdcos (a) in the case of shares of CEDC Common Stock relating to a Trailing Tranche (as defined in the Registration Rights Agreement), promptly and (b) in the case of shares of CEDC Common Stock relating to a Leading Tranche (as defined in the Registration Rights Agreement), on the first Business Day after the effectiveness of the registration statement filed in relation to such shares of CEDC Common Stock (as contemplated by Sections 2.2(a), 2.2(b) and/or 2.2(c), as the case may be, and Section 2.11(c) of the Registration Rights Agreement) equal to the lesser of:

(a) (1) the Share Equivalent of all outstanding $ Initial Cash Amounts that have not been paid due to the operation of this Clause 7.1 plus (2) the number of shares of CEDC Common Stock issuable pursuant to Clause 5 hereof that have not been issued due to the operation of this Clause 7.1; and

(b) the maximum number of shares of CEDC Common Stock that may be issued without breaching the Substantial Shareholder Threshold,

and the relevant $ Initial Cash Amounts outstanding shall accordingly be reduced by the Cash Equivalent of the shares of CEDC Common Stock issued pursuant to Clause 7.1.4(a)(1), and the number of shares of CEDC Common Stock issuable pursuant to Clause 5 hereof that have not been issued due to the operation of this Clause 7.1 shall accordingly be reduced by the number of shares of CEDC Common Stock issued pursuant to Clause 7.1.4(a)(2); and

7.1.5  Clause 7.1.4 shall continue to be applied until the amount of all outstanding $ Initial Cash Amounts that have not been paid due to the operation of this Clause 7.1, and the number of all shares of CEDC Common Stock issuable pursuant to Clause 5 hereof that have not been issued due to the operation of this Clause 7.1, have been reduced to zero.

7.2 Each Holdco agrees to provide to CEDC such information regarding ownership of CEDC Common Stock by it and its Affiliates as CEDC may reasonably request in connection with Clause 7.1.

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8 ADJUSTMENTS TO INITIAL CASH AMOUNTS AND ADDITIONAL CONSIDERATION

8.1 Interest on Initial Cash Amounts

In respect of any Initial Cash Amounts payable in respect of any Cayman 7 Call Option, each such Initial Cash Amount shall be increased by 8 per cent. per annum for the period from: (a) the relevant Cayman 7 Call Option Exercise Date; to (b) the earlier of: (i) the Holdco Put Option Exercise Date; and (ii) the actual date on which the relevant Cayman 7 Call Option is exercised, in accordance with Clause 3.1.3.

8.2 Adjustments in respect of the Second, Third and Final Cayman 7 Call Options

8.2.1  CEDC shall have the right to require that:

(a) up to the lower of: (i) $15 million of the $ Initial Cash Amounts to be paid in respect of the Second Cayman 7 Call Option and (ii) the 2009 Earnout Amount, shall instead be paid by CEDC on behalf of Cayman 7 through the issue of shares of CEDC Common Stock to the Holdcos (the “Second Cayman 7 Call Option Substitute Right”);

(b) up to $15 million of the $ Initial Cash Amounts to be paid in respect of the Third Cayman 7 Call Option shall instead be paid by CEDC on behalf of Cayman 7 through the issue of shares of CEDC Common Stock to the Holdcos (the “Third Cayman 7 Call Option Substitute Right”);

(c) if the Final Cayman 7 Call Option Completion Date occurs after 30 June 2012, up to $20 million of the $ Initial Cash Amounts to be paid in respect of the Final Cayman 7 Call Option shall instead be paid by CEDC on behalf of Cayman 7 through the issue of shares of CEDC Common Stock to the Holdcos (the “First Final Cayman 7 Call Option Substitute Right”);

(d) if the Final Cayman 7 Call Option Completion Date occurs after 31 December 2011 but on or before 30 June 2012 (i) the $ Initial Cash Amounts to be paid in respect of the Final Cayman 7 Call Option shall be reduced by $5 million and (ii) up to $15 million of such reduced $ Initial Cash Amount shall instead be paid by CEDC on behalf of Cayman 7, through the issue of shares of CEDC Common Stock to the Holdcos (the “Second Final Cayman 7 Call Option Substitute Right”); and

(e) if the Final Cayman 7 Call Option Completion Date occurs on or before 31 December 2011 (i) the $ Initial Cash Amounts to be paid in respect of the Final Cayman 7 Call Option shall be reduced by $10 million; and (ii) up to $10 million of such reduced $ Initial Cash Amount shall instead be paid by CEDC on behalf of Cayman 7, through the issue of shares of CEDC Common Stock to the Holdcos (the “Third Final Cayman 7 Call Option Substitute Right”).

8.2.2  Each Cayman 7 Call Option Substitute Right shall be exercised by CEDC giving written notice to the Holdcos no later than 30 days prior to the Cayman 7 Call Option Exercise Date of the relevant Cayman 7 Call Option, such notice to include the amount of the $ Initial Cash Amounts to be substituted through exercise of the relevant Cayman 7 Call Option Substitute Right (the “Substitute Amount”).

8.2.3  The number of shares of CEDC Common Stock to be issued to the Holdcos following exercise of a Cayman 7 Call Option Substitute Right shall be equal to:

(a) in respect of the Second Cayman 7 Call Option Substitute Right, the Substitute Amount, divided by the Ten Day VWAP of CEDC Common Stock on the dealing day immediately prior to the Second Cayman 7 Call Option Exercise Date;

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(b) in respect of the Third Cayman 7 Call Option Substitute Right, the Substitute Amount divided by the Ten Day VWAP of CEDC Common Stock on the dealing day immediately prior to the Third Cayman 7 Call Option Exercise Date; and

(c) in respect of the First Final Cayman 7 Call Option Substitute Right, the Second Final Cayman 7 Call Substitute Right and the Third Final Cayman 7 Call Option Substitute Right, the Substitute Amount divided by the Ten Day VWAP of CEDC Common Stock on the dealing day immediately prior to the Final Cayman 7 Call Option Exercise Date.

8.2.4  The shares of CEDC Common Stock issued following exercise of a Cayman 7 Call Option Substitute Right shall be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.2.5  Where CEDC exercises a Cayman 7 Call Option Substitute Right, CEDC shall issue the relevant number of shares of CEDC Common Stock to the Holdcos on the relevant Cayman 7 Call Option Exercise Date, save that if CEDC defaults on such obligation to issue such shares of CEDC Common Stock on the relevant Cayman 7 Call Option Exercise Date CEDC shall be afforded a cure period of 30 days thereafter during which to effect such issue (the “Substitute Cure Period”), and if CEDC so issues such shares of CEDC Common Stock during the Substitute Cure Period, the relevant Ten Day VWAP to be used for calculating the number of shares of CEDC Common Stock to be issued shall be the Ten Day VWAP on the trading day immediately prior to the date of the actual issue of such shares.

8.2.6  Where CEDC exercises its rights under a Cayman 7 Call Option Substitute Right and issues the relevant shares of CEDC Common Stock, the $ Initial Cash Amounts to be paid by Cayman 7 shall be reduced by the Substitute Amount and such reduction shall be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.2.7  The adjustments set out in this Clause 8.2 shall not apply in respect of the calculation or determination of the Cayman 4 Put Option Price and the Cayman 5 Put Option Price.

8.3 Adjustment in respect of issue of 2009 Shares, 2010 Shares and 2012 Shares

8.3.1  If the Thirty Day VWAP of CEDC Common Stock on 31 October 2009 (the “31 October 2009 VWAP”) is less than $20, Cayman 7 shall pay:

(a) to Cayman 4, in $ in cash, as an increase to the $ Initial Cash Amount payable in respect of the Second Cayman 7 Call Option an amount equal to the number of shares of CEDC Common Stock to be issued to Cayman 4 as set out in the second row of Column J of Schedule 2 x ($20 minus the 31 October 2009 VWAP); and

(b) pay to Cayman 5, in $ in cash, as an increase to the $ Initial Cash Amount payable in respect of the Second Cayman 7 Call Option an amount equal to the number of shares of CEDC Common Stock to be issued to Cayman 5 as set out in the second row of Column K of Schedule 2 x ($20 minus the 31 October 2009 VWAP).

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8.3.2  If the 31 October 2009 Upside VWAP is greater than $20:

(a) the $ Initial Cash Amount payable to Cayman 4 in respect of the Third Cayman 7 Call Option shall be reduced by an amount equal to 50 per cent of the number of shares of CEDC Common Stock to be issued to Cayman 4 as set out in the second row of Column J of Schedule 2 x (the 31 October 2009 Upside VWAP minus $20); and

(b) the $ Initial Cash Amount payable to Cayman 5 in respect of the Third Cayman Call Option shall be reduced by an amount equal to 50 per cent of the number of shares of CEDC Common Stock to be issued to Cayman 5 as set out in the second row of Column K of Schedule 2 x (the 31 October 2009 Upside VWAP minus $20).

8.3.3  If the Thirty Day VWAP of CEDC Common Stock on 15 June 2010 (the “15 June 2010 VWAP”), is less than $19, Cayman 7 shall pay:

(a) to Cayman 4, in $ in cash, as an increase to the $ Initial Cash Amount payable in respect of the Second Cayman 7 Call Option an amount equal to the number of shares of CEDC Common Stock to be issued to Cayman 4 as set out in the third row of Column J of Schedule 2 x ($19 minus the 15 June 2010 VWAP); and

(b) to Cayman 5, in $ in cash, as an increase to the $ Initial Cash Amount payable in respect of the Second Cayman 7 Call Option an amount equal to the number of shares of CEDC Common Stock to be issued to Cayman 5 as set out in the third row of Column K of Schedule 2 x ($19 minus the 15 June 2010 VWAP).

8.3.4  In respect of the shares of CEDC Common Stock to be issued pursuant to Clause 5.2.1(c), the number of shares of CEDC Common Stock to be issued to each of Cayman 4 and Cayman 5 will be reduced:

(a) by 100 per cent. if the Final Cayman 7 Call Option Completion Date falls on or before 31 December 2010;

(b) by 50 per cent. if the Final Cayman 7 Call Option Completion Date falls after 31 December 2010 but on or before 31 December 2011; or

(c) by 25 per cent. if the Final Cayman 7 Call Option Completion Date falls after 31 December 2011 but before 30 June 2012.

8.4 Earnout adjustment in respect of the Second Cayman 7 Call Option

8.4.1  If Lux 1 Group EBITDA for the year ending 31 December 2009 (“2009 Group EBITDA”) is greater than $70 million, Cayman 7 shall pay to the Holdcos the sum of: 1.0 x (2009 Group EBITDA minus $70 million), subject to a maximum payment of $20 million (the “2009 Earnout Amount”).

8.4.2  Cayman 7 shall satisfy its obligations to pay the 2009 Earnout Amount by increasing the $ Initial Cash Amounts to be paid in respect of the Second Cayman 7 Call Option by an amount equal to the 2009 Earnout Amount, and such increase shall be allocated between the Holdcos according to the Holdco Sharing Proportions.

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8.4.3  The Holdcos shall use their reasonable endeavours to ensure that the consolidated (or combined as the case may be) accounts of the Lux 1 Group (produced in accordance with the Accounting Principles) are approved and signed by the Lux 1 Group’s auditor on or before 31 March 2010.

8.4.4  The Holdcos shall, within 15 Business Days of receiving the audited accounts of Lux 1 for 2009, send to Cayman 7 and CEDC a copy of such accounts together with a notice (an “Earnout Notice”) setting out in reasonable detail:

(a) the calculation of 2009 Group EBITDA; and

(b) the calculation of the 2009 Earnout Amount.

8.4.5  CEDC, who shall have the right to act on behalf of Cayman 7 with respect to this Clause 8, shall have 15 Business Days (the “Earnout Evaluation Period”), from service of the Earnout Notice, within which to give notice to the Holdcos that Cayman 7 does not accept the accuracy of the Earnout Notice and disputes the calculation of the 2009 Earnout Amount. If CEDC does not give such notice during the Earnout Evaluation Period, CEDC shall be deemed to have accepted the Earnout Notice as accurate at the expiry of the Earnout Evaluation Period and the 2009 Earnout Amount payable under the Earnout Notice shall, in the absence of fraud or manifest error, be binding on both Cayman 7 and the Holdcos.

8.4.6  If CEDC gives notice (an “Earnout Dispute Notice”) that it does not accept the accuracy of the Earnout Notice (such notice to include, in reasonable detail, details of the objection to the Earnout Notice including the relevant amounts), CEDC and the Holdcos shall have 20 Business Days or such longer period as they may agree, from service of the Earnout Dispute Notice, within which to resolve any disagreement relating to the Earnout Notice. CEDC and the Holdcos shall use their best endeavours to resolve the disagreement within that period and shall afford each other reasonable access to the books and records of the Lux 1 Group to enable CEDC and the Holdcos to use such best endeavours to resolve their disagreement.

8.4.7  If CEDC and the Holdcos are unable to resolve their disagreement within the period set out in Clause 8.4.6, the calculation of the 2009 Earnout Amount shall be referred to the Independent Accountant for determination on the following terms:

(a) the Independent Accountant will act as an expert (and not as an arbitrator);

(b) in so far as they are able, CEDC and the Holdcos will each provide the Independent Accountant with all information relating to the Lux 1 Group which the Independent Accountant reasonably requires;

(c) the Independent Accountant’s decision will be made within 30 days of the referral and will, in the absence of fraud or manifest error, be final and binding on Cayman 7 and the Holdcos; and

(d) the Independent Accountant’s costs will be paid by a member of the Lux 1 Group as determined by Cayman 5.

8.4.8  To the extent that an Earnout Dispute Notice has been served and such dispute has not, in respect of the 2009 Earnout Amount, been resolved by the Second Cayman 7 Call Option Exercise Date, then the 2009 Earnout Amount shall be paid within 10 Business Days of its final determination as an adjustment to the $ Initial Cash Amounts payable in respect of the Second Cayman 7 Call Option.

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8.4.9  Where payment of the Second Cayman 7 Call Option has been accelerated in accordance with Clause 3.1.5, payment of the 2009 Earnout Amount, if applicable, shall be made within 10 Business Days of the Second Cayman 7 Call Option Exercise Date, as if Clause 3.1.5 had not been applied.

8.4.10  If the Holdcos exercise their rights under the Holdco Put Option prior to determination of the 2009 Earnout Amount in accordance with this Clause 8.4, the 2009 Earnout Amount shall be $20 million.

8.4.11  If CEDC prior to 31 December 2009 exercises its rights either to become the Controlling Shareholder or for the Company to be under JV Control, each under Clause 2 of the Governance and Shareholders Agreement (as defined therein), the 2009 Earnout Amount shall be $20 million.

8.5 Adjustments in respect of the earnout amounts under the Original Sale Agreement

8.5.1  To the extent that Cyprus 1 makes payment of any First Earnout Amount (as such term is defined in the Original Sale Agreement), as such First Earnout Amount shall be finally determined in accordance with the Original Sale Agreement, the $ Initial Cash Amounts payable in respect of the Third Cayman 7 Call Option shall be reduced by an amount equal to one third of the amount by which the Second Earnout Amount paid exceeds $40 million, such reduction of the relevant $ Initial Cash Amounts not to exceed $10 million in aggregate, and to be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.5.2  To the extent that Cyprus 1 makes payment of any Second Earnout Amount (as such term is defined in the Original Sale Agreement), as such Second Earnout Amount shall be finally determined in accordance with the Original Sale Agreement, the $ Initial Cash Amounts payable in respect of the Cayman 7 Call Option next exercised after the Second Earnout Amount is settled shall be reduced by an amount equal to 7.5 per cent. of the Second Earnout Amount paid, such reduction of the relevant $ Initial Cash Amounts not to exceed $10,875,000 in aggregate, and to be allocated between the Holdcos according to the Holdco Sharing Proportions.

8.5.3  If the Original Sale Agreement is amended such that the First Earnout Amount and the Second Earnout Amount are settled in one payment (the “Earnout Settlement Amount”), the $ Initial Cash Amounts payable in respect of (i) the Second Cayman 7 Call Option and (ii) the Third Cayman 7 Call Option will be each be reduced by 3.75 per cent. of the Earnout Settlement Amount, such reductions of the relevant $ Initial Cash Amounts not to exceed $10,875,000 in aggregate, and each to be allocated between the Holdcos according to the Holdco Sharing Proportions. Clauses 8.5.1 and 8.5.2 shall not apply upon the operation of this Clause 8.5.3 and this Clause 8.5.3 shall not apply upon the operation of Clauses 8.5.1 and 8.5.2.

8.6 Payment of dividends

8.6.1  If the Company makes any dividend, payment or other form of cash distribution (a “Distribution”) to a Holdco in respect of its holding of Shares in the Company, the $ Initial Cash Amount payable to that Holdco upon the exercise of the next Cayman 7 Call Option becoming exercisable following the date of the Distribution shall be reduced by an amount equal in value to such Distribution increased by an amount equivalent to interest at the rate of 8 per cent. per annum from the date of receipt of the Distribution to the next Cayman 7 Call Option Exercise Date.

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8.6.2  To the extent that the Company makes a Distribution to Cayman 7, it is acknowledged that under the terms of the Limited Partnership Agreement Cayman 7 will further distribute the proceeds of the Distribution to the Class A Limited Partners in Cayman 7. Under the Limited Partnership Agreement, immediately upon receipt of such distribution, the Class A Limited Partners have agreed to put Cayman 7 in funds of equal value to that Distribution (once made), and Cayman 7 undertakes to pay such amount to the Holdcos (divided pro rata between the Holdcos based on their respective entitlements under the next Initial Cash Amount due) as a payment on account of the next $ Initial Cash Amount due (an “Advance Payment”), with the benefit of such payment on account deemed to have increased by an amount equal to such amount accruing interest at 8 per cent. per annum from the date that Cayman 7 has made payment of such amount on account to the Holdcos until the Cayman 7 Call Option Exercise Date of the next Cayman 7 Call Option.

8.7 Minority Purchase adjustment

In the event of a Minority Purchase the $ Initial Cash Amount payable from Cayman 7 to Cayman 5 in respect of the exercise of the next Cayman 7 Call Option following such Minority Purchase shall be increased by an amount equal to $0.20 for each $1 of Principal Investment Value payable under the Minority Purchase, subject to a maximum increase of $10 million.

9 OFFER TO INITIAL SELLER PARTIES

9.1 Cayman 7 shall have the right, at the direction of CEDC only (and Cayman 7 shall so exercise such right at the direction of CEDC), to acquire some or all of the Initial Seller Party Securities (the “Elective Minority Purchase”), subject to the Initial Seller Parties agreeing to the terms of such an Elective Minority Purchase and also the Company consenting to the transfer of the Initial Seller Party Securities under the terms of the Lux 1 Shareholders Agreement which consent shall be given subject to the following conditions:

9.1.1  that the existing pledges over the Initial Seller Party Securities given as security for the obligations of Cirey Holdings, Inc. under the Original Sale Agreement will be replaced with substitute security which is satisfactory to Cyprus 1, acting reasonably;

9.1.2  that, to the extent that any consent, amendment or waiver is required from any person who is a party to any Finance Documents, such consent, amendment or waiver is duly obtained (and the Parties shall use their reasonable commercial endeavours to obtain such consents, and shall consult with each other in relation thereto);

9.1.3  that Cayman 7 shall pledge the Initial Seller Party Securities acquired to the Holdcos on substantially the same terms as the Cayman 7 Pledge; and

9.1.4  such Elective Minority Purchase is completed no later than the Final Discharge Date.

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10 WARRANTIES AND UNDERTAKINGS

10.1 Cayman 4 warrants to Cayman 7 that:

10.1.1  as of the date of this Agreement, Cayman 4 is the sole owner of the Ordinary Shares which are free from Encumbrances; and

10.1.2  as at the dates of completion of the transfers of any of the Ordinary Shares to Cayman 7 pursuant to this Agreement, Cayman 4 will be the sole owner of the Ordinary Shares being transferred to Cayman 7 and such Ordinary Shares will, save for the Holdco Pledges, be free from Encumbrances.

10.2 Cayman 5 warrants to Cayman 7 that:

10.2.1  as of the date of this Agreement, Cayman 5 is the sole owner of the Preference Shares which are free from Encumbrances; and

10.2.2  as at the dates of completion of the transfers of any of the Preference Shares to Cayman 7 pursuant to this Agreement, Cayman 5 will be the sole owner of the Preference Shares being transferred to Cayman 7 and such Preference Shares will, save for the Holdco Pledges, be free from Encumbrances.

10.3 Cayman 7 warrants to the Holdcos that as at the date of completion of the transfer of any shares from Cayman 7 to the Holdcos pursuant to this Agreement, Cayman 7 will be the sole owner of the shares being transferred by it to the Holdcos and such shares will, save for the Cayman 7 Pledge, be free from Encumbrances.

10.4 CEDC represents and warrants to the Holdcos that, as of the date hereof, the number of shares of CEDC Common Stock issuable pursuant to this Agreement and any other Transaction Document is equal to or less than the sum of (a) the number of authorized but unissued shares of CEDC Common Stock and (b) the number of treasury shares of CEDC Common Stock, in each case that are not reserved for future issuance in connection with transactions in the shares of the capital stock of CEDC (other than under the Transaction Documents) on the date hereof (such shares, the “Available Shares”).

10.5 If CEDC shall not have delivered the full number of shares of CEDC Common Stock otherwise deliverable pursuant to this Agreement or any other Transaction Document as a result of CEDC not having sufficient authorized but unissued shares of CEDC Common Stock available at the time or times that the relevant rights under this Agreement or any other Transaction Document is exercised (the resulting deficit, the “Deficit Shares”), CEDC shall use reasonable efforts to promptly authorize unissued shares of CEDC Common Stock sufficient to issue the full number of the Deficit Shares and to issue and deliver such Deficit Shares in accordance with Clause 10.6. In any event CEDC shall be continually obligated to deliver, from time to time in accordance with Clause 10.6 until the full number of Deficit Shares have been delivered pursuant to this paragraph, shares of CEDC Common Stock to the extent that:

(i) shares of CEDC Common Stock are subsequently repurchased, acquired or otherwise received by CEDC or any of its subsidiaries (whether or not in exchange for cash, fair value or any other consideration);

(ii) authorized and unissued shares of CEDC Common Stock reserved for issuance in respect of other transactions become no longer so reserved; or

(iii) CEDC additionally authorizes any unissued shares of CEDC Common Stock.

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10.6 To the extent that any Deficit Shares are deliverable pursuant to Clause 10.5, CEDC shall deliver such Deficit Shares (a) in the case of Deficit Shares relating to a Trailing Tranche (as defined in the Registration Rights Agreement), promptly and (b) in the case of Deficit Shares relating to a Leading Tranche (as defined in the Registration Rights Agreement), on the first Business Day after the effectiveness of the registration statement filed in relation to such Deficit Shares (as contemplated by Sections 2.2(a), 2.2(b) and/or 2.2(c), as the case may be, and Section 2.11(c) of the Registration Rights Agreement).

10.7 CEDC shall promptly notify the Holdcos of the occurrence of any of the events described in Clause 10.5(i), 10.5(ii) or 10.5(iii)) (including the number of shares of CEDC Common Stock subject to Clause 10.5(i), 10.5(ii) or 10.5(iii) and the corresponding number of shares of CEDC Common Stock to be delivered) and promptly deliver such shares of Common Stock thereafter. Except as contemplated in the Transaction Documents, CEDC shall not take any action to decrease the number of Available Shares below the number of shares of CEDC Common Stock which are required to be issued pursuant to the Transaction Documents.

11 CEDC GUARANTEE

11.1 CEDC, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Holdcos, the payment and performance by Cayman 7, when due, of all amounts and obligations under this Agreement (the “Guaranteed Obligations”). This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full.

11.2 This guarantee shall be in addition to and independent of all other security which the Holdcos may hold from time to time in respect of the discharge and performance by Cayman 7 of the Guaranteed Obligations.

11.3 CEDC’s obligations under this Clause 11:

11.3.1  constitute direct, primary and unconditional obligations to pay on demand by the Holdcos any sum which Cayman 7 is liable to pay under this Agreement and to perform on demand any obligation of Cayman 7 under this Agreement without requiring the Holdcos first to take any steps against Cayman 7 or any other Person; and

11.3.2  shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:

(a) any time or indulgence granted to, or composition with, Cayman 7 or any other Person; or

(b) any amendment of this Agreement; or

(c) the taking, variation, renewal or release of, or refusal or neglect to perfect or enforce, any right, remedy or security against Cayman 7 or any other Person; or

(d) any legal limitation, disability or other circumstance relating to Cayman 7 or any unenforceability or invalidity of any obligation of Cayman 7 under this Agreement.

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12 DEFAULT

12.1 If upon expiry of the Outstanding Consideration Payment Notice Period, Cayman 7 has not discharged in full its obligations to pay the Outstanding Consideration, Cayman 7 shall be in breach of its obligations under this Agreement to satisfy the Outstanding Consideration (an “Enforcement Event”) and the Holdcos shall, without prejudice to any other rights they may have under this Agreement or at law, be entitled to enforce their rights under the Cayman 7 Pledge in addition to the exercise of their rights under Clause 11.

12.2 The Holdcos shall, notwithstanding the term of the Holdco Put Option Period at Clause 3.2.1, be entitled to immediately exercise the Holdco Put Option (and subsequently the Holdco Call Option) if at any time prior to the Final Discharge Date:

12.2.1  a CEDC Finance Default occurs, provided that CEDC shall have the right to provide a Bank Guarantee in favour of the Holdcos in respect of the maximum amount of all of its future cash obligations under the Transaction Documents within five Business Days of the occurrence of a CEDC Finance Default and for as long as the Bank Guarantee remains in force, the Holdcos shall not be entitled by operation of this Clause 12.2.1 alone, to exercise the Holdco Put Option;

12.2.2  CEDC has failed to issue shares of CEDC Common Stock under this Agreement, and CEDC has not remedied such failure within five Business Days (or such other period as the Parties may agree) following the date on which such obligations arose;

12.2.3  there is a Security Impairment Event;

12.2.4  CEDC (in its capacity of Controlling Party or Minority Party, as the case may be, as both terms are defined in the Governance and Shareholders Agreement) is in material breach of a material obligation under the Governance and Shareholders Agreement, and such breach has remained unremedied for 60 days and has not been waived by the relevant Lion Parties (as defined in the Governance and Shareholders Agreement) thereunder;

12.2.5  CEDC is the Controlling Party (as defined in the Governance and Shareholders Agreement), and there is a breach of the obligation to obtain Minority Consent (as defined in the Governance and Shareholders Agreement) when required and such breach has remained unremedied for 45 days;

12.2.6  there is a Change of Control of CEDC or of any ultimate Holding Company of CEDC (save that the Holdcos shall only be entitled to exercise the Holdco Put Option for the period of 60 days following the occurrence of such event);

12.2.7  payment of those amounts due under Clause 6.2 are not made within 30 days of their falling due; or

12.2.8  as a result of any act or omission by CEDC, Cayman 7 breaches its obligations under Clause 8.6.2 to make an Advance Payment, subject to Cayman 7 being afforded 15 days from the date such breach arises to remedy such breach.

12.3 Holdco Default

If, at any time prior to the Final Discharge Date, the Holdcos are in breach of their obligations under this Agreement to transfer Shares to Cayman 7, Cayman 7 shall be entitled to enforce its rights under the Holdco Pledge, but only in relation to those Shares in respect of which the Holdcos are in breach of their respective obligations under this Agreement to have transferred to Cayman 7.

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13 SECURITY

13.1 As security for Cayman 7’s obligations under this Agreement, Cayman 7 shall pledge all shares in the Company held by Cayman 7 from time to time in favour of the Holdcos on the terms of the Cayman 7 Pledge (the “Security Assets”). The Cayman 7 Pledge shall be released by the Holdcos only on the Final Discharge Date.

13.2 As security for the Holdcos’ obligations under this Agreement the Holdcos shall pledge all Shares held by the Holdcos from time to time in favour of Cayman 7 on the terms of the Holdco Pledge.

13.3 Cayman 7 undertakes to grant to the Holdcos additional security, on terms reasonably satisfactory to the Holdcos, in respect of any assets held by Cayman 7 from time to time and not subject to the Cayman 7 Pledge.

14 US TAX COMPLIANCE

14.1 The parties to this Agreement agree to treat the Cayman 7 Call Option and the Holdco Put Option as an instrument treated in accordance with section 1275 of the United States Internal Revenue Code of 1986, as amended, issued by Cayman 7 Cayman 4 and Cayman 5 in exchange for all shares of the Company held by each of Cayman 4 and Cayman 5 in an installment sale solely for US Tax purposes. The Parties shall consistently report, for all US Tax purposes, the transactions contemplated herein in the manner described in this Clause 14.

14.2 To the extent permissible under applicable GAAP, the Parties agree to treat the transactions contemplated under this Agreement as a sale of the Company.

14.3 Cayman 7 shall keep a register of the option and holders of Shares for purposes of complying with the US Portfolio Interest provisions of Section 871(h) and/or 881(c) of the Code.

15 ASSIGNMENT

No Party will be entitled to assign or transfer all or any of its rights, benefits or obligations under this Agreement or any document referred to in it without the prior written consent of the other parties.

16 ENTIRE AGREEMENT

This Agreement, and the documents referred to in it in agreed form together constitute the entire agreement and understanding of the Parties in relation to the matters the subject thereto and supersede any previous agreement between the Parties (whether written or oral) in relation to all or any of such matters and without prejudice to the generality of the foregoing, excludes any representation, warranty, condition or other undertaking implied at law or by custom other than where expressly contained in this Agreement, provided that nothing in this Clause 16 shall exclude a Party from liability for fraudulent misrepresentation.

17 VARIATION

Any variation of this Agreement must be in a written document and signed by each Party or a duly authorised officer or representative of each Party and where any such document exists and is so signed such Party shall not allege that the same is not binding by virtue of an absence of consideration.

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18 WAIVER

18.1 A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such or other rights or remedies nor shall operate so as to bar the exercise or enforcement thereof. No single or partial exercise of any right or remedy under this Agreement shall prevent further or other exercise of such or other rights or remedies.

18.2 No waiver by any Party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed by such Party.

18.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

19 ILLEGALITY AND SEVERANCE

19.1 The provisions contained in each Clause of this Agreement shall be enforceable independently of the others and the invalidity of any one provision shall not affect the validity of the others.

19.2 If a provision of this Agreement is, or but for this Clause 19 would be, held to be illegal, invalid or unenforceable, in whole or in part, in the jurisdiction to which it pertains but would be legal, valid and enforceable if part of the provision was deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable in that jurisdiction, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

19.3 If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 19.2 cannot be used to make it legal, valid and enforceable, a Party may require the other Parties to enter into a new agreement or deed under which those Parties undertake in the terms of the original provision, but subject to such amendments as the first Party specifies in order to make the provision legal, valid and enforceable. No Party will be obliged to enter into a new agreement or deed that would increase its liability beyond that contained in this Agreement, had all its provisions been legal, valid and enforceable.

20 RIGHTS OF THIRD PARTIES

20.1 A Party who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act. Accordingly, this Agreement shall be binding upon and enure solely for the benefit of the Parties hereto in accordance with this Agreement and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

21 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each Party has executed at least one part or counterpart.

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22 NOTICES

22.1 Any notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the Party due to receive it at the address or fax numbers set out in Clause 22.2 and shall be deemed to have been delivered in accordance with Clause 22.3.

22.2 The Parties’ addresses and fax numbers for the purposes of this Agreement are:

22.2.1  In the case of the Holdcos and Cayman 7:

Lion Capital LLP

21 Grosvenor Place

London SW1X 7HF

United Kingdom

For the attention of: Javier Ferrán/James Cocker

Fax number: +44 20 7201 2222

with a courtesy copy (which shall not constitute notice) to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

United Kingdom

For the attention of: Michael Francies/Ian Hamilton

Fax number: +44 20 7903 0990

22.2.2  In the case of CEDC:

CEDC Warsaw,

ul. Bobrowiecka 6

02-728 Warszawa

Poland

For the attention of: Bill Carey

Fax number: +48 22 455 1810/+1 941 330 9617

with a courtesy copy (which shall not constitute notice) to:

Dewey & LeBoeuf

No. 1 Minster Court

Mincing Lane

London EC3R 7YL

For the attention of: Steve Horvath

Fax number: +44 20 7459 5099

or such other address or fax number as the relevant Party notifies to the other Parties, which change of address shall only take effect if delivered and received in accordance Clause 22.3.

22.3 A notice so addressed shall be deemed to have been received:

22.3.1  if personally delivered, at the time of delivery;

22.3.2  if sent by pre-paid, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

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22.3.3  if sent by registered air-mail, five Business Days after the date of posting to the relevant address; or

22.3.4  if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice or communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am and 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

22.4 CEDC irrevocably authorises and appoints Law Debenture Corporate Services Limited presently at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom as its agent for service of notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such agent in accordance with this Clause 22 shall be deemed to be effective service on CEDC.

22.5 Each of Cayman 4, Cayman 5 and Cayman 7 irrevocably authorises and appoints Lion Capital LLP whose registered address is at 21 Grosvenor Place, London, SW1X 7HF United Kingdom as their agent for service of notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such agent in accordance with this Clause 22 shall be deemed to be effective service on Cayman 4, Cayman 5 or Cayman 7, as the case may be.

23 JURISDICTION

The Parties irrevocably agree that, subject as provided below, the courts of England shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims). Nothing in this Clause 23 shall limit the right of the Parties to commence proceedings to seek equitable (or equivalent) relief or to seek enforcement of a final non-appealable judgment of the courts of England or in any court of an Approved Jurisdiction which has competent jurisdiction, nor shall the commencement of such proceedings in any one or more Approved Jurisdictions preclude the commencement of similar proceedings in any other Approved Jurisdiction, whether concurrently or not, to the extent permitted by the law of such other Approved Jurisdiction. No Party shall be entitled to commence proceedings in any court in any jurisdiction other than England or of an Approved Jurisdiction.

24 GOVERNING LAW

This Agreement and all matters (including, without limitation, any contractual or non-contractual obligation) arising from or connected with it are governed by, and will be construed in accordance with, English law.

THIS AGREEMENT IS EXECUTED ON THE DATE SHOWN ON PAGE 1 ABOVE.

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SCHEDULE 1

INFORMATION ABOUT THE COMPANY

1	Registered number:	225655
2	Date of incorporation:	30.05.09
3	Place of incorporation:	Grand Cayman, Cayman Islands
4	Registered office address:	c/o Stuarts Corporate Services Ltd, 4th Floor, 36A Dr Roy’s Drive, Cayman Financial Center P O Box 2510, George Town, Grand Cayman, Cayman Islands
5	Type of company:	Exempt
6	Authorised share capital:
	(a)    amount:	$492,500,100
	(b)    number and class of shares:	(1) 492,500,000 A Ordinary Shares (2) 100 Preference Shares
7	Issued share capital:
	(a)    amount:	$492,500,100
	(b)    number and class of shares:	(1) 492,500,000 A Ordinary Shares (2) 100 Preference Shares
8	Members:	(1) Lion/Rally Cayman 4 (2) Lion/Rally Cayman 5 (3) Lion/Rally Cayman 7
9	Directors:	Hayley Tanguy, Rob Jones
10	Secretary:	None
11	Accounting reference date:	N/A

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SCHEDULE 2

CONSIDERATION PAYABLE

A Cayman 7 Call Option	B Cayman 7 Call Option Exercise Date	C $ Initial Cash Amount due to Cayman 4 in respect of the Relevant Cayman 7 Call Option	D € Initial Cash Amount due to Cayman 4 in respect of the exercise of the Relevant Cayman 7 Call Option	E $ Initial Cash Amount due to Cayman 5 in respect of the exercise of Relevant Cayman 7 Call Option	F No. of Ordinary Shares to be delivered by Cayman 4 to Cayman 7 in respect of the Relevant Cayman 7 Call Option	G No. of Preference Shares to be delivered by Cayman 5 to Cayman 7 in respect of the Relevant Cayman 7 Call Option	H No. of Warrants to be delivered to Cayman 4, by exercise date	I No. of Warrants to be delivered to Cayman 5, by exercise date	J No. of Shares of CEDC Common Stock to be issued to Cayman 4	K No. of Shares of CEDC Common Stock to be issued to Cayman 5
First	31/10/2009	0	0	0	6,900,000	3	0	0	759,853	240,147
Second	30/06/2010	17,358,415	22,822,679	7,972,102	63,500,000	32	0	0	(to be issued on 15 June 2010) 1,196,768	(to be issued on 15 June 2010) 378,232
Third	31/05/2011	47,341,132	62,243,670	21,742,097	53,000,000	26	1,132,598	357,952	0	0
Fourth	31/07/2012	47,982,867	63,087,417	22,036,823	48,000,000	24	227,956	72,044	571,297	180,555
Final	31/05/2013	47,341,132	62,243,670	21,742,097	29,600,000	15	1,370,632	433,181	0	0

44

SCHEDULE 3

FORM OF OPTION NOTICES

PART A

CAYMAN 7 CALL OPTION NOTICE

From: Lion /Rally Cayman 7 L.P. (“Cayman 7”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

To: Lion/Rally Cayman 4 (“Cayman 4”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

Lion/Rally Cayman 5 (“Cayman 5”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

By Fax and Courier

[date]

EXERCISE OF CAYMAN 7 CALL OPTION

Dear Sirs

Reference is made to the option agreement dated 7 May 2009 between: (i) Lion/Rally Cayman 4; (ii) Lion/Rally Cayman 5; (iii) Lion/Rally Cayman 7 L.P.; and (iv) Central European Distribution Corporation, (the “Option Agreement”). Capitalised terms used in this notice shall bear the meanings given in the Option Agreement unless otherwise defined herein. This is a Cayman 7 Call Option Notice under the Option Agreement.

We, Cayman 7, hereby exercise our rights under Clause 2.1 of the Option Agreement in respect of the [First/Second/Third/Fourth/Final] Cayman 7 Call Option to acquire the following Shares:

Ordinary Shares held by Cayman 4: [•]

Preference Shares held by Cayman 5: [•]

(the “Option Shares”).

45

Accordingly, against payment to:

1) Cayman 4 of the $ Initial Cash Amount set out in the [second/third/fourth/fifth] row of Column C of Schedule 2 (as adjusted in accordance with the Option Agreement);

2) Cayman 4 of the € Initial Cash Amount set out in the [second/third/fourth/fifth] row of Column D of Schedule 2; and

3) Cayman 5 of the $ Initial Cash Amount set out in the [second/third/fourth/fifth] row of Column E of Schedule 2 (as adjusted in accordance with the Option Agreement),

we hereby require you to deliver to us duly executed transfer(s) in our favour transferring to us such Option Shares.

[CEDC has exercised its rights under Clause 8.2.1[(a)/(b)/(c)/(d)/(e)] of the Option Agreement and $[—] of the Initial Cash Amounts shall be substituted by CEDC through the issue of [—] shares of CEDC Common Stock to Lion/Rally Cayman 4 and [—] shares CEDC Common Stock to Lion/Rally Cayman 5.]

In accordance with the Option Agreement, the transfer to us by you of the Option Shares, and the payment by us to you in respect of those Option Shares, will take place on [date being five Business Days from date of service of this notice].

Payment by us to you in respect of the Option Shares shall be made to the following account, unless otherwise notified to us by you:

in respect of the payment to Cayman 4:

[insert Cayman 4 bank details]

in respect of the payment to Cayman 5:

[insert Cayman 5 bank details]

Yours faithfully

Signed by [name of director]

for and on behalf of

Lion/Rally Cayman 8

acting as general partner of

Lion/Rally Cayman 7 L.P.

Acknowledged and Accepted:

for and on behalf of

Lion/Rally Cayman 4

for and on behalf of

Lion/Rally Cayman 5

46

PART B

HOLDCO PUT OPTION NOTICE

From: Lion/Rally Cayman 4 (“Cayman 4”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

Lion/Rally Cayman 5 (“Cayman 5”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

(together the “Holdcos”)

To: Lion /Rally Cayman 7 L.P. (“Cayman 7”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

By Fax and Courier

[date]

EXERCISE OF HOLDCO PUT OPTION

Dear Sirs

Reference is made to the option agreement dated 7 May 2009 between: (i) Lion/Rally Cayman 4; (ii) Lion/Rally Cayman 5; (iii) Lion/Rally Cayman 7 L.P.; and (iv) Central European Distribution Corporation, (the “Option Agreement”). Capitalised terms used in this notice shall bear the meanings given in the Option Agreement unless otherwise defined herein. This is a Holdco Put Option Notice under the Option Agreement.

We, the Holdcos, hereby exercise our rights under Clause 2.2 of the Option Agreement in respect of the Holdco Put Option to require Cayman 7 to acquire the following Shares:

Ordinary Shares held by Cayman 4: [•]

Preference Shares held by Cayman 5: [•]

(the “Option Shares”).

Payment to Cayman 4 of [•] (the Cayman 4 Put Option Price) and to Cayman 5 of [•] (the Cayman 5 Put Option Price) shall be left outstanding on the terms of the Option Agreement.

47

In accordance with the Option Agreement, the transfer to you by us of the Option Shares, and the payment by you to us in respect of those Option Shares, will take place on [date being five Business Days from date of service of this notice].

Yours faithfully

for and on behalf of

Lion/Rally Cayman 4

for and on behalf of

Lion/Rally Cayman 5

Acknowledged and Accepted:

Signed by [name of director]

for and on behalf of

Lion/Rally Cayman 8

acting as general partner of

Lion/Rally Cayman 7 L.P.

48

PART C

HOLDCO CALL OPTION NOTICE

From: Lion/Rally Cayman 4 (“Cayman 4”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

Lion/Rally Cayman 5 (“Cayman 5”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

(together the “Holdcos”)

To: Lion /Rally Cayman 7 L.P. (“Cayman 7”)

c/o Stuarts Corporate Services Ltd.

PO Box 2510

Grand Cayman KY1-1104

Cayman Islands

By Fax and Courier

[date]

EXERCISE OF HOLDCO CALL OPTION

Dear Sirs

Reference is made to the option agreement dated 7 May 2009 between: (i) Lion/Rally Cayman 4; (ii) Lion/Rally Cayman 5; (iii) Lion/Rally Cayman 7 L.P.; and (iv) Central European Distribution Corporation, (the “Option Agreement”). Capitalised terms used in this notice shall bear the meanings given in the Option Agreement unless otherwise defined herein. This is a Holdco Call Option Notice under the Option Agreement.

We, Holdcos, hereby exercise our rights under Clause 2.3 of the Option Agreement in respect of the Holdco Call Option to acquire the following Shares:

Ordinary Shares to be acquired by Cayman 4: [•]

Ordinary Shares to be acquired by Cayman 5: [•]

(the “Option Shares”).

Accordingly, against payment to you of the Cayman 4 Call Option Consideration and the Cayman 5 Call Option Consideration (to be made by means of set off under the terms of the Option Agreement) we hereby require you to deliver to us duly executed transfer(s) in our favour transferring to us such Option Shares.

As calculated in accordance with Clause 2.3.1 of the Option Agreement, the Cayman 4 Call option Consideration is $[•], and the Cayman 5 Call Option Consideration is $[•]. In accordance with the Option Agreement, the transfer to us by you of the Option Shares, and the payment by us to you in respect of those Option Shares, will take place on [date being five Business Days from date of service of this notice].

49

Yours faithfully

for and on behalf of

Lion/Rally Cayman 4

for and on behalf of

Lion/Rally Cayman 5

Acknowledged and Accepted:

Signed by [name of director]

for and on behalf of

Lion/Rally Cayman 8

acting as general partner of

Lion/Rally Cayman 7 L.P.

50

Signed by	)
for and on behalf of	)
LION/RALLY CAYMAN 4	)	/s/ Hayley Tanguy
	)	Director
Signed by	)
for and on behalf of	)
LION/RALLY CAYMAN 5	)	/s/ Hayley Tanguy
	)	Director
Signed by	)
for and on behalf of	)
LION/RALLY CAYMAN 8	)
acting as general partner of	)
LION/RALLY CAYMAN 7 L.P.	)	/s/ Hayley Tanguy
	)	Director
Signed by	)
for and on behalf of	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ William V. Carey
	)	Director

51

EX-10.7

Exhibit 10.7

7 MAY 2009

GOVERNANCE AND SHAREHOLDERS AGREEMENT

between

LION/RALLY CAYMAN 8

and

LION/RALLY CAYMAN 7 L.P.

and

LION/RALLY CAYMAN 4

and

LION/RALLY CAYMAN 5

and

LION/RALLY CAYMAN 6

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

WEIL, GOTSHAL & MANGES

One South Place London EC2M 2WG

Tel: +44 (0) 20 7903 1000    Fax: +44 (0) 20 7903 0990

www.weil.com

TABLE OF CONTENTS

		Page
1	DEFINITIONS	1
2	CONTROL OF THE COMPANY	11
3	ANTITRUST APPROVAL	15
4	RESTRICTIONS ON DEALINGS WITH SECURITIES	17
5	COMPLETION OF TRANSFERS	17
6	CONDUCT OF THE COMPANY	19
7	BOARD OF DIRECTORS	19
8	MONITORING FEES	20
9	NON-SOLICITATION	21
10	LIMITED PARTNERSHIP AGREEMENT	21
11	SELLERS’ PUT OPTION	21
12	DEED OF ADHERENCE	22
13	TERMINATION	22
14	TAX AND VCOC	23
15	ASSIGNMENT AND SUB-CONTRACTING	24
16	EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE	25
17	FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, ANTI-CORRUPTION PROVISIONS	25
18	ENTIRE AGREEMENT	26
19	VARIATION	26
20	WAIVER	26
21	ILLEGALITY AND SEVERANCE	26
22	RIGHTS OF THIRD PARTIES AND NO RECOURSE	27
23	COUNTERPARTS	27
24	NOTICES	28
25	JURISDICTION	29
26	GOVERNING LAW	29
SCHEDULE 1     DEED OF ADHERENCE		30
SCHEDULE 2     CEDC MINORITY RIGHTS		32
SCHEDULE 3     JV PROVISIONS		38
SCHEDULE 4     CAYMAN 5 MINORITY PROVISIONS		42
SCHEDULE 5     DEFAULT GOVERNANCE PROVISIONS		46
SCHEDULE 6     US “CHECK THE BOX” ELECTIONS		54

i

THIS AGREEMENT is made by Deed on 7 May 2009 between the following parties

(1) LION/RALLY CAYMAN 8, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “General Partner”);

(2) LION/RALLY CAYMAN 7 L.P., a Cayman Exempted Limited Partnership whose principal place of business is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Cayman 7”), acting through its general partner, the General Partner;

(3) LION/RALLY CAYMAN 4, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Cayman 4”);

(4) LION/RALLY CAYMAN 5, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Cayman 5”);

(5) LION/RALLY CAYMAN 6, a company incorporated in the Cayman Islands whose registered office is at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and

(6) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware Corporation, the common stock of which is listed on the NASDAQ Global Select Market under the symbol “CEDC” and the principal executive office of which is located in Warsaw, Poland at ul. Bobrowiecka 6, 02-728 Warszawa (“CEDC”).

WHEREAS

(A) The Company was incorporated on 30 April 2009 under the laws of the Cayman Islands as a private limited liability company.

(B) Since its incorporation, the Company has not traded or undertaken any business activities of any sort, has not given any security or incurred any indebtedness, and no Shareholder nor Board resolutions of the Company have been passed, save as required pursuant to the Transaction Documents.

(C) At the date of this Agreement, Cayman 4 and Cayman 7 hold Ordinary Shares, and Cayman 5 holds Preference Shares.

(D) Under the terms of the Option Agreement, Cayman 7 has been granted options to acquire the Ordinary Shares and Preference Shares held by the Lion Holdcos.

(E) The General Partner, Cayman 7, Cayman 4, Cayman 5, CEDC, and the Company have agreed to make provision for the management and administration of the affairs of the Company on the terms and conditions set out in this Agreement.

NOW IT IS HEREBY AGREED as follows

1 DEFINITIONS

1.1 In this Agreement (including the recitals), except where the context otherwise requires, the following words and expressions shall have the following meanings:

“€ Initial Cash Amount” has the meaning given in the Option Agreement;

1

“$ Initial Cash Amount”	has the meaning given in the Option Agreement;
“Affiliate”	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under the same Control as such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Antitrust Approval”	has the meaning given in Clause 3.1;
“Approved Jurisdictions”	The federal or state courts in the State of New York, the federal or state courts in the State of Delaware, the Cayman Islands and Poland;
“Articles”	the articles of association of the Company in the agreed form, as the same may be amended or replaced by any successor articles of association from time to time;
“Board”	the board of Directors of the Company as constituted from time to time;
“Budget”	the budget and business plan of the Group (including, where relevant, each member of the Group and any sub-set of the Group) for any given financial year which shall include, without limitation: (i)     a profit and loss statement; (ii)    a balance sheet; (iii)  a cash flow statement; and (iv)   any material working papers and analyses underlying or supporting any of the above;
“Business Day”	any day other than a Saturday or Sunday on which banks are normally open for general banking business in London, New York, Warsaw, and the Cayman Islands;
“Capital Increase”	any change in the authorised or issued share capital of a Person including the creation, allotment, issue, repayment or redemption or agreement to create, allot, issue, repay or redeem any of its share capital or other securities convertible into shares, or grant or agree to grant any option in respect thereto and shall include shareholder debt when issued in connection with any of the foregoing;
“Cayman 2”	Lion/Rally Cayman 2, a company incorporated in the Cayman Islands having its registered office at c/o Stuarts Corporate Services Ltd, PO Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands;
“Cayman 5 Minority Provisions”	the provisions set out in Schedule 4;

2

“Cayman 7 Call Option Completion Date”	has the meaning given in the Option Agreement;
“Cayman 7 Pledge”	has the meaning given in the Option Agreement;
“Cayman 7 Share”	the proportion of Ordinary Shares held by Cayman 7 as a percentage. of all the Ordinary Shares than in issue, multiplied by the percentage ownership of the Company in Lux 1, in each case on the relevant date;
“CEDC Common Stock”	has the meaning given in the Option Agreement;
“CEDC Control Effective Date”	the date falling 30 days after the later of: (i) the date upon which the aggregate amount of (a) all $ Initial Cash Amounts (excluding the effect of any adjustments pursuant to Clause 8.2 of the Option Agreement) and (b) all € Initial Cash Amounts multiplied by the Exchange Rate, in each case paid to the Lion Holdcos by Cayman 7 in cash pursuant to the Option Agreement, is equal to or exceeds $345 million; and (ii) the CEDC Control Notice Date;
“CEDC Control Notice”	written notice from CEDC to Cayman 5 stating that the provisions of Clause 2.1.3 should apply;
“CEDC Control Notice Date”	the date on which Cayman 5 receives or is deemed to have received a validly served CEDC Control Notice;
“CEDC Director”	each of those Persons appointed as a CEDC Director for the purposes of Schedule 3;
“CEDC Minority Provisions”	the provisions set out in Schedule 2;
“Commitment Letter”	has the meaning given in the Option Agreement;
“Companies Law”	Companies Law (as revised) of the Cayman Islands;
“Competition Authority”	any relevant government, governmental, national, supranational, competition or antitrust body or other authority, in any jurisdiction, which is responsible for applying merger control or other competition or antitrust legislation in such jurisdictions;
“Condition Precedent”	has the meaning given in Clause 2.1.7;

3

“Control”	(including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of any other Person, provided that, in any event, any Person who owns, directly or indirectly, a majority of the securities having ordinary voting power or otherwise having the power to elect a majority of the directors or other governing body of a corporation or having a majority of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person, and for the avoidance of doubt, a limited partnership is Controlled by its general partner;
“Controlling Party”	the Person designated as such pursuant to the provisions of Clause 2;
“Controlling Party Provisions”	the right of the Controlling Party, subject in all cases to the CEDC Minority Provisions or the Cayman 5 Minority Provisions, as the case may be: (i)     to appoint or remove any Director to and from the Board; (ii)    to direct the management policies of the Group; and (iii)  to direct how the votes cast by Ordinary Shareholders at any meetings of the Company are cast pursuant to Clause 2.7, and notwithstanding the foregoing, where the provisions of Clause 2.1.5 apply, the rights of the Controlling Party at (i), (ii) and (iii) above shall not be subject to the CEDC Minority Provisions, except paragraph 9(a) of Schedule 2 which shall apply at all times;
“Deed of Adherence”	a deed of adherence to this Agreement in the agreed form attached as Schedule 1;
“Default Control Date”	the earlier of (i) an Enforcement Event; and (ii) the Holdco Call Option Exercise Date;
“Default Governance Provisions”	the provisions set out in Schedule 5;
“Director”	any director of the Company from time to time;
“Distress Situation”	any situation in which a member of the Group is reasonably likely to be unable to meet (or would, unless given financial assistance, be reasonably likely to be unable to meet) its financial liabilities or obligations as they fall due, including without limitation, situations in which the Group member stops or suspends payments of its debts, is unable to pay its debts or meet its obligations as they fall due, or proposes or enters into any negotiations for or in connection with the rescheduling, restructuring or readjustment of any Indebtedness by reason of, or with a view to avoiding, financial difficulties;
“Encumbrance”	any mortgage, charge (fixed or floating), pledge, lien, hypothecation, option, right of set off, security trust, assignment by way of security, reservation of title, option, restriction, right of first refusal, right of pre-emption, third party right or interest, or any other encumbrance or security interest whatsoever created or arising or any other agreement or arrangement (including any sale and leaseback transaction) entered into for the purposes of conferring security or having similar effect and any agreement to enter into, create or establish any of the foregoing;
“Enforcement Event”	has the meaning given in the Option Agreement;

4

“Event of Default”	any of the following: (i)     a breach of any of the Undertakings, except where Minority Consent was required in order to enable the Controlling Party to comply with such undertaking and having been sought such consent was not given; (ii)    the occurrence of a Finance Documents Event of Default; and (iii)  taking any action requiring Minority Consent in accordance with the provisions of Schedule 2 or Schedule 4 as the case may be or taking any action in relation to a Board Consent Matter in accordance with the provisions of Schedule 3, in any such case, without having obtained the requisite consent.
“Exit”	has the meaning given in Clause 3.4;
“Exchange Rate”	has the meaning given in the Option Agreement;
“Fair Market Value”	the value that would be paid by a willing buyer to a willing seller at arm’s length in a transaction not involving distress or necessity of either party, determined in good faith by the Board;
“Final Cayman 7 Call Option Completion Date”	has the meaning given in the Option Agreement;
“Final Discharge Date”	has the meaning given in the Option Agreement;
“Finance Documents”	has the meaning given in the Option Agreement;
“Finance Documents Event of Default”	an event of default (however described) under any of the Finance Documents. For the avoidance of doubt, any event or circumstance which does not constitute an event of default under the relevant Finance Document until the expiry of a grace period, the giving of notice, the making of a determination or any combination of the foregoing shall not constitute a Finance Documents Event of Default until the expiry of such grace period, the giving of such notice and/or the making of such determination;
“First Earnout Amount”	has the meaning given in the Original Sale Agreement;
“Fourth Cayman 7 Call Option Completion Date”	has the meaning given in the Option Agreement;
“Fourth Cayman 7 Call Option Exercise Date”	has the meaning given in the Option Agreement;
“Governance Provisions”	the Controlling Party Provisions, the JV Provisions, the CEDC Minority Provisions, the Cayman 5 Minority Provisions and the Default Governance Provisions and any provision of this Agreement designating any Party as the Controlling Party or the Minority Party;

5

“Group”	the Company and its Subsidiaries from time to time and “member of the Group” and “Group Company” shall be construed accordingly; for the avoidance of doubt, no Shareholder nor any of their respective Affiliates (other than the Company and the Subsidiaries of the Company) shall be a member of the Group for the purposes of this Agreement;
“Holdco Call Option Exercise Date”	has the meaning given in the Option Agreement;
“Holdco Pledges”	has the meaning given in the Option Agreement;
“Holdco Put Option”	has the meaning given in the Option Agreement;
“Holding Company”	has the meaning given in the definition of “Subsidiary”;
“Indebtedness”	indebtedness for borrowed money or any agreement in respect of indebtedness for borrowed money;
“JV Effective Date”	the date falling 10 days after the later of: (i) the date upon which the aggregate amount of (a) all $ Initial Cash Amounts (excluding the effect of any adjustments pursuant to Clause 8.2 of the Option Agreement) and (b) all € Initial Cash Amounts multiplied by the Exchange Rate, in each case paid to the Lion Holdcos by Cayman 7 in cash pursuant to the Option Agreement, is equal to or exceeds $195 million; and (ii) the JV Notice Date;
“JV Notice”	written notice from CEDC to Cayman 5 stating that the provisions of Clause 2.1.2 should apply;
“JV Notice Date”	the date on which Cayman 5 receives or is deemed to have received a validly served JV Notice;
“JV Provisions”	the provisions set out in Schedule 3;
“Letter of Undertaking”	has the meaning given in the Option Agreement;
“Leverage EBITDA”	has the meaning given to “Lux 1 Group EBITDA” in the Option Agreement;
“Leverage Indebtedness”	has the meaning given to “Indebtedness” in the Option Agreement;
“Leverage Ratio”	Normalised Leverage Indebtedness divided by Leverage EBITDA for the most recently completed financial year;
“Limited Partnership Agreement”	shall have the meaning given in the Option Agreement;
“Lion Capital”	Lion Capital LLP, an English limited liability partnership whose registered office is at 21 Grosvenor Place, London SW1X 7HF;
“Lion Capital Management Entity”	any of Lion Capital, Lion Capital General Partner LLP, Lion Capital General Partner II LLP, Lion Capital Carry LP, Lion Capital Carry II LP, Lion/Latimer GP II (Guernsey) Limited, Lion/Rally Cayman 8 and Lion/Rally Cayman 9;

6

“Lion Director”	each of those Persons appointed as a Lion Director for the purposes of Schedule 3;
“Lion Holdcos”	Cayman 4 and Cayman 5;
“Lion Party” or “Lion Parties”	the Lion Holdcos and, upon completion of any Transfer by the Lion Holdcos or a Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee;
“Lux 1”	Lion/Rally Lux 1, company number B139.056, a société anonyme incorporated in Luxembourg with registered offices at 13-15, avenue de la Liberté, L-M31 Luxembourg;
“Lux 3”	Lion/Rally Lux 3, company number B139.054, a société à responsibilité limitée incorporated in Luxembourg with registered offices at 13-15 Avenue de la Liberté, L-M31 Luxembourg;
“Lux 1 Shareholders Agreement”	the shareholders agreement dated 9 July 2008 between Lion/Rally Cayman 2, the Initial Seller Parties (as defined therein), Lux 1 and Lion Capital (Guernsey) Limited, as may be amended from time to time;
“Minority Consent”	for the purposes of Schedule 2, the consent in writing (including email) of CEDC (acting by its Chief Executive Officer, Chief Financial Officer or such other duly appointed representative) and for the purposes of Schedule 4, the consent in writing (including by email) of Cayman 5 (acting by its duly appointed representative), and for the avoidance of doubt Minority Consent may not be given orally;
“Minority Party”	the Person designated as such pursuant to the provisions of Clause 2;
“M&O Fee”	a fee payable to Lion Capital (or an Affiliate thereof) in relation to monitoring, oversight and management of the interests of the Lion Holdcos in the Group, or to CEDC in respect of the services of its representatives on the Board and/or the Operating Board;
“Net Working Capital Facilities”	the Revolving Facility and any other credit facilities entered into and utilised principally for the purpose of financing the Group’s working capital requirements;
“Normalised Leverage Indebtedness”	Leverage Indebtedness; plus Normalised Working Capital; minus Working Capital, in each case on the relevant date;
“Normalised Working Capital”	has the meaning given in the Option Agreement;
“Note Purchase and Share Subscription Agreement”	has the meaning given in the Option Agreement;
“Operating Board”	the board of directors of Russian Alcohol Group or such other Group Company as the Parties (acting reasonably) may agree from time to time;

7

“Option Agreement”	the Option Agreement dated on or around the date of this Agreement relating to Shares in the Company and made between Cayman 4, Cayman 5, Cayman 7, and CEDC;
“Original Sale Agreement”	has the meaning given in the Option Agreement;
“Ordinary Shareholder”	a holder of Ordinary Shares;
“Ordinary Shares”	the A Ordinary Shares with a nominal value of $1 each in the capital of the Company;
“Original Advisory Agreements”	(i) the monitoring and oversight agreement concerning the Russian Alcohol Group dated 8 July 2008 made between (1) Pasalba Limited and (2) Lion Capital; and (ii) the corporate finance advisory agreement concerning the Russian Alcohol Group dated 8 July 2008 made between (1) Pasalba Limited and (2) Lion Capital;
“Parties”	the parties to this Agreement from time to time including successors in title, permitted assignees and Permitted Transferees, provided that any such Person first executes a Deed of Adherence;
“Permitted Transferee”	(i)     in respect of a Lion Party: (A)   any Lion Capital Management Entity; or (B)   any Affiliate of any Lion Capital Management Entity; (ii)    in respect of any other Shareholder, any Affiliate of such Shareholder;
“Person”	any natural person, corporation, general partnership, simple partnership, limited partnership, proprietorship, other business organisation, trust, union, association or governmental authority, whether incorporated or unincorporated; a reference to any Person shall include such Person’s successors and permitted assigns under any agreement, instrument, contract or other document;
“Pledges”	the Cayman 7 Pledge and the Holdco Pledges;
“Preference Shares”	the preference shares with a nominal value of $1 each in the capital of the Company;
“Preferred Shareholder”	a holder of Preference Shares;

8

“Prohibited Person”	(i)     any Person appearing on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the United States Department of the Treasury as set out on the US Department of Treasury’s Office of Foreign Assets Control at the following URL: http:/www.treasury.gov/offices/enforcement/ofac/Index.html; or (ii)    any other Person with whom a transaction is prohibited by Executive Order 13224, the USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset control regulations of the United States Treasury Department, in each case as amended from time to time; or (iii)  any other Person whom Cayman 5 from time to time (acting reasonably) considers would create a material reputational risk for the Company or any of its Affiliates or any co-investors in the Company or its respective Affiliates;
“Registration Rights Agreement”	has the meaning given in the Option Agreement;
“Related Party Transaction”	any transaction between a member of the Group and the Controlling Party (from time to time) or any Affiliate thereof (other than a member of the Group) which creates an actual or potential liability of the Group in favour of such Controlling Party (or any Affiliate thereof), or vice versa;
“Revolving Facility”	has the meaning given in the Senior Facilities Agreement;
“Russian Alcohol Group”	Joint Stock Company “Russian Alcohol Group”, a company incorporated in Russia;
“Second Earnout Amount”	has the meaning given in the Original Sale Agreement;
“Security Impairment Event”	has the meaning given in the Option Agreement;
“Sellers’ Put Option”	the Put Option (as defined in the Lux 1 Shareholders Agreement);
“Senior Facilities Agreement”	the agreement between among others Pasalba Limited (as borrower) and Raiffeisen Zentralbank Osterreich AG (as lender), dated 10 July 2008 as amended from time to time;
“Senior Management”	the Chairman; the Chief Executive Officer; the Chief Operating Officer; the Chief Financial Officer; the Commercial/Sales Director; the Marketing Director; and the Human Resources Director, in each case of the group of companies of which Pasalba Limited is the parent company;
“Shareholders”	collectively, Cayman 7 and the Lion Parties, and each other Person to which Shares are Transferred or issued in accordance with the terms of this Agreement and which becomes a party to this Agreement by executing a Deed of Adherence, and “Shareholder” means any of them;
“Shares”	the Ordinary Shares and the Preference Shares and any and all shares and interests into which these shares may be exchanged or converted by change of legal form, merger or otherwise, or which may be issued by capital increase of the Company;

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“Specified Event”	(i)     an event of default (however described) or a mandatory prepayment obligation under any of the Finance Documents or any event or circumstance which would (with the expiry of a grace period or the giving of notice, the making of a determination or any combination of the foregoing) give rise to an event of default or a mandatory prepayment obligation, in each case to the extent that such Finance Document remains in effect or the borrowings thereunder remain undischarged; (ii)    an obligation on Pasalba Limited to make any payment under Sections 2.2.2.12 or 2.2.2.13 of the Original Sale Agreement; or (iii)  the Vendor Loan Notes becoming repayable in accordance with their terms;
“Subsidiary”	in relation to any Person (a “Holding Company”), any other Person directly or indirectly Controlled by that Holding Company;
“Third Cayman 7 Call Option”	has the meaning given in the Option Agreement;
“Transaction Documents”	this Agreement, the Pledges, the Commitment Letter, the Letter of Undertaking, the Warrant Instruments, the Note Purchase Agreement and Share Subscription Agreement, the Registration Rights Agreement, the Limited Partnership Agreement and the Option Agreement, and “Transaction Document” means any of them;
“Transfer”	has the meaning given in Clause 4;
“Undertakings”	the undertakings set out in Clause 2.1.8 given by the Controlling Party from time to time;
“Vendor Loan Notes”	the loan notes issued pursuant to an instrument dated 9 July 2008 made by Lion/Rally Lux 2 S.à r.l and Lion/Rally Lux 3 S.à r.l constituting $35,500,000 Series A Unsecured Subordinated Loan Notes and Series B Unsecured Subordinated Loan Notes (and including, for the avoidance of doubt, any additional such notes issued pursuant to the terms of that instrument);
“Warrant Instruments”	has the meaning given in the Option Agreement; and
“Working Capital”	has the meaning given in the Option Agreement.

1.2 In this Agreement, save where the context otherwise requires:

1.2.1  references to a document in the “agreed form” are to that document in the form agreed to and initialled for the purposes of identification by or on behalf of the Parties;

1.2.2  references to a Clause or Schedule are to a Clause or Schedule of this Agreement and references to this Agreement include the Schedules;

1.2.3  the headings in this Agreement do not affect its construction or interpretation;

1.2.4  a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the parties;

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1.2.5  a reference to a specific Transaction Document is a reference to that document as amended, varied, novated, supplemented or replaced from time to time (otherwise than in breach of the provisions of this Agreement);

1.2.6  references to “$” or “USD” are references to the lawful currency of the time being of the United States of America;

1.2.7  references to “€” or “Euro” are references to the single currency and the legal means of payment in the territory of the European Monetary Union; and

1.2.8  the singular includes the plural and vice versa and any gender includes any other gender.

1.3 Unless expressly provided to the contrary, covenants and undertakings in this Agreement which are given by more than one Party are deemed to have been given severally and not jointly or jointly and severally, provided that covenants and undertakings of the Lion Parties are unless expressly provided to the contrary given on a joint and several basis.

1.4 Any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and a reference to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction.

1.5 Save where otherwise expressly provided in this Agreement, references to any approval or consent to be given, or any action to be taken, by the Lion Parties shall mean the approval or consent given, or action taken, by or on behalf of those Lion Parties holding shares representing more than 50 per cent. of the aggregate voting rights held by all of the Lion Parties.

1.6 A procuring obligation, where used in the context of the Shareholders (or any one or more of them) means that each relevant Shareholder undertakes to exercise any and all powers and rights vested in him from time to time in his capacity as a Shareholder and any influence over any Director which was appointed following nomination by that Shareholder, or otherwise in or of the Company or any other member of the Group or other entity (as relevant), to ensure compliance with that obligation so far as he is (legally) able to do so.

1.7 Where under this Agreement any provisions are stated to apply in relation to the operation, governance and/or control of the Company (including, without limitation, the Governance Provisions and the provisions of Clause 7), the Company (in so far as it is lawfully able to do so) and the Shareholders shall procure that such provisions apply.

2 CONTROL OF THE COMPANY

2.1 The parties agree that the Company shall be controlled as follows:

2.1.1  Lion Control

From the date of this Agreement and subject to Clause 2.7, Cayman 5 shall be the Controlling Party and the Controlling Party Provisions shall apply, CEDC shall be the Minority Party and the CEDC Minority Provisions shall apply, and no other Governance Provisions shall apply.

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2.1.2  JV Control

Subject to the Condition Precedent having been satisfied, from the JV Effective Date, the JV Provisions shall apply, and no other Governance Provisions shall apply.

2.1.3  CEDC Control

Subject to the Condition Precedent having been satisfied, from the CEDC Control Effective Date, CEDC shall be the Controlling Party and the Controlling Party Provisions shall apply, Cayman 5 shall be the Minority Party and the Cayman 5 Minority Provisions shall apply, and no other Governance Provisions shall apply.

2.1.4  Events of Default

During the period from the date of this Agreement until the Default Control Date, upon the occurrence of an Event of Default (and, in the case of items (i) and (iii) of the definition of such term, if capable of remedy which has not been remedied within 45 days of the date of occurrence):

(a) if at the time of the Event of Default the Controlling Party is Cayman 5, CEDC shall have the right, subject to the Condition Precedent having been satisfied, to require that the JV Provisions shall apply by serving a JV Notice (in which event no other Governance Provisions shall apply); or

(b) if at the time of the Event of Default the JV Provisions apply, Cayman 5 shall immediately become the Controlling Party and the Controlling Party Provisions shall apply, CEDC shall become the Minority Party and the CEDC Minority Provisions shall apply, and neither the Cayman 5 Minority Provisions nor the JV Provisions shall apply, and CEDC shall not be entitled to become the Controlling Party at any time, in any circumstances, notwithstanding any provision of this Agreement to the contrary; or

(c) if at the time of the Event of Default the Controlling Party is CEDC, Cayman 5 shall immediately become the Controlling Party and the Controlling Party Provisions shall apply, CEDC shall become the Minority Party and the CEDC Minority Provisions shall apply, and neither the Cayman 5 Minority Provisions nor the JV Provisions shall apply, and CEDC shall not be entitled to become the Controlling Party at any time, in any circumstances, notwithstanding any provision of this Agreement to the contrary.

2.1.5  CEDC insolvency

If, at any time:

(a) CEDC is unable or admits inability to pay its material debts as they fall due or declared to be unable to pay its debts under applicable law;

(b) a moratorium is declared in respect of any material Indebtedness of CEDC; or

(c) any legal proceedings are taken in relation to:

(i) the suspension of payments, a moratorium of any Indebtedness, winding up, dissolution, or administration (by way of insolvent scheme of arrangement or otherwise) of CEDC;

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(ii) a composition, compromise, assignment or arrangement with any creditor of CEDC;

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of CEDC or any of its assets; or

(iv) the enforcement of security over any material assets of CEDC,

or any analogous procedure or step to any of the above is taken in any jurisdiction,

and in relation only to paragraph (c) above, any such corporate action, legal proceedings or other procedure or step is not stayed or dismissed within 30 Business Days of commencement or, if earlier, the date on which it is advertised, then notwithstanding any other provision of this Agreement, at all times following and during that time Cayman 5 shall be the Controlling Party and the Controlling Party Provisions shall apply and none of the other Governance Provisions shall apply, except for paragraph 9(a) of the CEDC Minority Provisions.

2.1.6  Default Control

On the Default Control Date, Cayman 5 shall immediately become the Controlling Party (if it is not already the Controlling Party) and the Controlling Party Provisions and the Default Governance Provisions shall apply. After the Default Control Date, none of the CEDC Minority Provisions, the Cayman 5 Minority Provisions or the JV Provisions shall apply, and CEDC shall not be entitled to become the Controlling Party at any time, in any circumstances, notwithstanding any provision of this Agreement to the contrary.

2.1.7  Condition Precedent

For the purposes of this Clause 2, the “Condition Precedent” is:

Antitrust Approvals for the possession by CEDC of its rights under the relevant provision(s) of this Clause 2 and the Schedules having been obtained in accordance with the provisions of Clause 3, if required.

2.1.8  Undertakings

(a) At all times prior to the Default Control Date, the Controlling Party (and at such times that there is no Controlling Party, the Company) from time to time undertakes to the Minority Party (and at such times that there is no Minority Party, the Parties) from time to time to use its reasonable endeavours to procure that each member of the Group (as applicable):

(i) operates in material compliance with all applicable laws and regulations and in the ordinary course of business in a manner substantially consistent with that carried on in the 12 months prior to the date of this Agreement;

(ii) completes and files, in a timely fashion, all necessary tax returns and pays all applicable taxes unless the relevant member of the Group reasonably believes that the non-payment of such taxes is in the best interests of the Group;

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(iii) maintains and protects material intellectual property owned or used by the Group in any market which, is, or is reasonably likely to become, material to the operations of the Group;

(iv) maintains appropriate insurance cover for the Group’s operations in line with market practice;

(v) operates in such a manner as to maintain the tax residency of each member of the Group as at the date of this Agreement;

(vi) adheres to the material terms of all material contracts;

(vii) maintains the reasonable upkeep of, and control over, all material fixed assets of the Group;

2.1.9  At all times prior to the Default Control Date, CEDC undertakes, for so long as it is the Controlling Party, that neither it nor any of its Affiliates shall take any action which is taken with the intention of being materially prejudicial to (i) the ability of the Lion Parties to enforce any security right or interest granted to them pursuant to or in connection with the Transaction Documents; or (ii) the value of the assets pledged to the Lion Holdcos pursuant to the Cayman 7 Pledge; and

2.1.10  At all times prior to the Default Control Date, Cayman 5 undertakes, for so long as it is the Controlling Party, that neither it nor any of its Affiliates shall take any action which is taken with the intention of being materially prejudicial to (i) the ability of Cayman 7 to enforce any security right or interest granted to it pursuant to or in connection with the Transaction Documents; or (ii) the value of the assets pledged to Cayman 7 pursuant to the Holdco Pledge.

2.2 The Company undertakes to each of the Lion Parties (for themselves and as trustee for each of their Affiliates) to indemnify the Lion Parties and each of their Affiliates against any damages, costs, fines, penalties or other losses suffered or incurred by any of them as a result of any provision of this Agreement or the exercise by any of the Parties of any right pursuant to this Agreement resulting in any breach of any applicable law or regulation relating to competition or anti-trust.

2.3 The Company undertakes to CEDC (for itself and as trustee for each of their Affiliates) to indemnify CEDC and each of its Affiliates against any damages, costs, fines, penalties or other losses suffered or incurred by any of them as a result of the breach of any applicable law or regulation relating to competition or anti-trust where such breach arises as a result of the operation of Clauses 2.1.4(b), 2.1.4(c), 2.4 or 2.5, and where such breach arises as a result of the operation of Clauses 2.4 and 2.5 such indemnification by the Company will be limited in all cases to a maximum aggregate amount of $15 million.

2.4 Notwithstanding any other provision of this Agreement, no particular element of any Governance Provision shall apply at any time when a Specified Event would be reasonably likely to occur as a consequence of the application of that element; provided that nothing in this Clause 2.4 shall limit any of CEDC’s rights pursuant to paragraph 9(a) of Schedule 2, paragraph 1.8 of Schedule 3, paragraph 7 of Schedule 4 or paragraph 6.2 of Schedule 5. For these purposes, where a Specified Event would be reasonably likely to occur as a consequence of the application of two or more elements of a Governance Provision, none of such elements shall apply.

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2.5 Subject to any applicable legal or regulatory requirements, CEDC shall immediately notify the Lion Holdcos upon it becoming aware of the occurrence of any event which makes it reasonably apparent that the provisions of Clause 2.4 will apply at any time within the following 60 days. Immediately upon such notification, the provisions of Clause 2.4 shall apply in relation to the relevant element(s) of the relevant Governance Provision(s) until such time as a Specified Event would not be reasonably likely to occur as a consequence of the application of the relevant elements of the relevant Governance Provision(s).

2.6 The Lion Parties shall, at the request of CEDC, use their reasonable endeavours to procure a waiver of any relevant provisions contained in any of the Finance Documents to the extent that such waiver will prevent the application of any of the Governance Provisions giving rise to a Specified Event, provided that members of the Group shall not be obliged to pay any costs or fees in aggregate exceeding $500,000 in relation to obtaining any such waiver save to the extent that CEDC shall, through the subscription of additional partnership interests in Cayman 7, have funded such fees by the subscription of shares in the Company.

2.7 Subject always to the provisions of Schedule 2 and Schedule 4 (as applicable), each of the Ordinary Shareholders hereby undertakes to vote its Ordinary Shares in accordance with the directions of the Controlling Party.

3 ANTITRUST APPROVAL

3.1 If the approval or clearance of, or notification to, one or more Competition Authorities (each an “Antitrust Approval”) is in the reasonable opinion of any of the Parties required to give effect (from time to time) to the exercise by CEDC of its rights under the JV Provisions, or to enable CEDC to become the Controlling Party, or the Parties otherwise agree to seek Antitrust Approval, the Parties undertake (subject always to Clause 3.3) to each other to use their best efforts to obtain each such Antitrust Approval as soon as reasonably practicable following (i) in relation to the JV Provisions, the JV Notice Date or (ii) in relation to CEDC becoming the Controlling Party, the earlier of:

3.1.1  the later of:

(a) the date falling eight months prior to the date falling 95 days after the Fourth Cayman 7 Call Option Exercise Date; and

(b) the earliest date on which the relevant Antitrust Approval could be sought and reasonably be expected to remain valid on the Fourth Cayman 7 Call Option Completion Date; and

3.1.2  the CEDC Control Notice Date.

The JV Effective Date or the CEDC Control Effective Date (as the case may be) shall not occur until at least five days after such Antitrust Approval has been obtained (or, where more than one Antitrust Approval is required, until at least five days after the last of such Antitrust Approvals is obtained). Each Party shall inform the other on the next Business Day after having received the relevant Antitrust Approval or of being informed that the relevant Antitrust Approval has been denied.

3.2 The Lion Parties shall provide CEDC, CEDC shall provide the Lion Parties and the Company shall provide CEDC and the Lion Parties with all information relating to obtaining each Antitrust Approval as the Lion Parties or CEDC (as applicable), acting reasonably, may request.

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3.3 Without prejudice to the provisions of Clause 3.1, if an Antitrust Approval will only be granted subject to, or following the application of, certain commitments, conditions, obligations, measures, undertakings and/or modifications (each, a “Commitment”), CEDC and the Lion Parties undertake to each other to comply with those Commitments necessary to obtain such Antitrust Approval and hereby agree that, to the extent that such Commitments require the disposal of any asset, or if it appears to the Parties, acting reasonably, that such Antitrust Approval shall be given if the disposal of an asset is offered or made, the Parties shall, to the extent possible, and to the extent that each is able to do so, manage the disposal of assets in accordance with the following order of priority:

3.3.1  first, the Company shall procure that members of the Group shall dispose of such assets as are necessary to obtain such Antitrust Approval provided always that in no circumstances shall it be required to procure the disposal of the assets comprising the “Green Mark” and/or “Zhuravli” brands of vodka;

3.3.2  second, and subject always to the provisions of Clause 3.5, if and to the extent that, following the date of this Agreement, the Lion Parties have acquired any or all of the assets that have been described in a letter from the Lion Holdcos to CEDC dated 24 April 2009 and any other assets acquired with such assets or in related transactions (together the “Potential Assets”), the Lion Parties shall dispose of such of the Potential Assets as are necessary to obtain such Antitrust Approval;

3.3.3  third, if and to the extent that, following the date of this Agreement, CEDC or any Affiliate of CEDC has acquired any assets, CEDC shall dispose of (or shall procure the disposal of) such of those assets as are necessary to obtain such Antitrust Approval; and

3.3.4  fourth, and subject always to the provisions of Clause 3.5, the Lion Parties shall dispose of (or shall procure the disposal of) such assets as are necessary to obtain such Antitrust Approval,

provided always that in each case, any such disposal shall be limited to the minimum amount required to obtain such Antitrust Approval. Any such disposal required to be made shall be made within 180 days of the date upon which it is finally determined that such disposal is required. Clause 3.1 shall not require the disposal of assets by any Person save as set out in this Clause 3.3.

3.4 If, following the disposal, or offer to dispose of, all of the assets referred to in Clause 3.3, the relevant Antitrust Approval is not granted, the Parties agree that CEDC and the Lion Parties shall use their best endeavours to agree upon and to implement a structure to realise their investment in the Company either by way of sale or initial public offering (an “Exit”). If Cayman 5 is the Controlling Party at such time, it shall, to the extent permitted by law, consult with, and take into account all reasonable requests of, CEDC in connection with effecting an Exit.

3.5 In circumstances where Clause 3.3.2 or Clause 3.3.4 apply, the Lion Parties shall have the right (but not the obligation) to surrender any of their governance rights hereunder if it becomes apparent to the Lion Parties, acting reasonably, that the relevant Antitrust Approval would be, or would be reasonably likely to be, obtained as a result of such surrender and if and to the extent that such Antitrust Approval is so obtained, the Lion Parties shall not be required to comply with Clauses 3.3.2 or Clause 3.3.4, but provided always that such surrender shall not constitute or trigger a Specified Event.

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3.6 CEDC agrees that it shall not be entitled to exercise its rights under paragraph 5 and 6 of Schedule 2 until such time as:

3.6.1  the European Commission has made a decision that: (i) the transactions contemplated by this Agreement or the Transaction Documents do not fall within the scope of Council Regulation (EC) No. 139/2004 (the “EC Merger Regulation”) under Article 6(1)(a) of the EC Merger Regulation; (ii) the transactions contemplated by this Agreement are compatible with the Common Market pursuant to Article 6(1)(b) of the EC Merger Regulation (or being deemed to have done so pursuant to Article 10(6) of the EC Merger Regulation);

3.6.2  approval from the Antimonopoly Committee of Ukraine has been duly obtained in relation to the exercise of the rights under paragraphs 5 and 6 of Schedule 2; or

3.6.3  in so far as the transactions contemplated by this Agreement are required to be notified to the Competition Authority of any other jurisdictions such that, without such notification or clearance, the exercise of the rights under paragraphs 5 and 6 of Schedule 2 would be unlawful or otherwise prohibited, all relevant consents and approvals have been received, and

CEDC undertakes to the others Parties to use its best endeavours to obtain such Antitrust Approvals as required under Clauses 3.6.1 to 3.6.3 as soon as practicable.

4 RESTRICTIONS ON DEALINGS WITH SECURITIES

4.1 Save as provided for under the Default Governance Provisions or as otherwise required or expressly permitted pursuant to the provisions of the Transaction Documents, from the date of this Agreement, no Shareholder may, directly or indirectly, sell, assign, transfer, offer, grant a participation in, mortgage, pledge, hypothecate, create a security interest in or lien upon, encumber, donate, contribute, place in trust, enter into any voting agreement in respect of, or otherwise dispose of or create or allow to be created an Encumbrance over (collectively, “Transfer”) any of its Shares or the legal or beneficial interest therein without the consent of all Parties.

4.2 Notwithstanding any other provision of this Agreement, no Transfer of any Shares may be made by any Shareholder to a Prohibited Person.

4.3 In the event of any Transfer in accordance with this Clause 4, each relevant Party undertakes to take such actions and do such things as may be necessary to complete such Transfer in accordance with applicable legal requirements. To the extent that any Transfer contemplated or permitted in this Clause 4 requires the approval of any of the Parties pursuant to any law, or any provisions of the Articles or other constitutional documents, each of the relevant Parties shall, forthwith upon request, and to the extent that it is able to do so, provide, or procure the provision of, the necessary consent and shall sign or vote (or procure such signature or vote) in favour of any shareholder resolutions in connection therewith.

5 COMPLETION OF TRANSFERS

5.1 General

In connection with the completion of any Transfer of Shares under this Agreement, the transferee (unless an existing Party to this Agreement) shall deliver to the Company and the Shareholders notice of such Transfer, including fully executed copies of all documentation

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and agreements relating to the Transfer and any agreements or other documents required by this Agreement, including a duly executed Deed of Adherence if required pursuant to Clause 12.

5.2 Encumbrances

Where this Clause 5 applies to the Transfer of any Share, each shall be transferred free of Encumbrances and with all rights attaching thereto (other than any restrictions on Transfer arising under the Transaction Documents).

5.3 Power of Attorney

5.3.1  Each of the Parties (other than the Lion Parties) hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under this Agreement) appoints, with effect from the Default Control Date, any Director nominated for that purpose by the Lion Parties as its attorney to execute and do in its name or otherwise and on its behalf all documents, acts and things which the attorney shall in its absolute discretion consider necessary or desirable in order to implement the obligations of that Party (if not satisfied) under Clause 4, to the extent that the Party is in default of its obligations under such Clause.

5.3.2  Each Shareholder undertakes to ratify whatever any Director as its attorney shall lawfully do or cause to be done in accordance with the power of attorney set out in Clause 5.3.1 and to indemnify and keep indemnified such attorney from all claims, costs, expenses, damages and losses which the attorney may suffer as a result of the lawful exercise by him of the powers conferred on him under such power of attorney.

5.3.3  If a Transfer of Shares is executed on behalf of a Shareholder under the power of attorney set out in Clause 5.3.1:

(a) the Company may receive the purchase money in trust for that Shareholder and the receipt of the Company for the purchase money shall be a good discharge for the purchaser, who shall not be bound to see to the application of the purchase money;

(b) the Company shall cause the purchaser to be registered as a holder of the relevant Shares; and

(c) once registration has taken place in purported exercise of the power of attorney set out in Clause 5.3.1, the validity of the proceedings shall not be questioned by any Person; and the relevant Shareholder shall be bound to deliver up any documentation required by the Company in connection with the Transfer and on its delivery shall be entitled to receive the purchase money in respect thereof.

5.4 Effect of Void Transfers

In the event of any purported Transfer in violation of the provisions of this Agreement, such purported Transfer shall be void and of no effect, the purported transferee shall have no rights or privileges in or with respect to such Shares or this Agreement, and no effect will be given to any such purported Transfer or entry related thereto made in the records of the Company, to the extent permitted by applicable law.

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6 CONDUCT OF THE COMPANY

The Company undertakes, and the Parties shall procure that the Company undertakes: (i) to act only as a holding company; (ii) not to undertake any trading activity; (iii) not to incur any Indebtedness; (iv) to the fullest extent permitted by the laws of the Cayman Islands, to distribute to Shareholders any material assets whether cash or non-cash (but excluding the assets of Russian Alcohol Group or the shares or other participations in vehicles through which those assets are held), received by the Company, as soon as reasonably practicable and in any event within ten days of receipt of the same.

7 BOARD OF DIRECTORS

7.1 The Company or a member of the Group shall reimburse and pay to each Director any travelling, hotel or other out-of-pocket expenses which the Director may reasonably incur in the performance of his duties), which shall be payable in arrears periodically upon demand, but no more than once per calendar month.

7.2 The Company or a member of the Group shall take out and maintain in force, for the duration of their appointment, a policy of insurance for Directors serving on the Board in relation to directors’ liabilities, covering such matters and on such terms and conditions as the Lion Parties shall reasonably require.

7.3 Each Director shall be entitled to appoint any other Director to be his proxy in accordance with applicable provisions of the law of the Cayman Islands and a Director or any such proxy shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Shareholder appointing them.

7.4 Each Director and any proxy appointed pursuant to Clause 7.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Group and its business as he thinks fit to the extent that such disclosure would not violate any contractual, fiduciary or other obligation.

7.5 All matters to be determined at meetings of the Board and any committees thereof shall be determined by a majority of votes cast.

7.6 Each Director of the Company and any committee thereof shall be entitled to one vote and, in the case of an equality of votes, no Person, including without limitation the Chairman of the Board, shall have a second or casting vote.

7.7 Any meeting of the Board or any committee thereof may consist of a conference call between Directors, some or all of whom are in different places provided that each Director who participates in the meeting is able:

7.7.1  to hear each of the other participating Directors addressing the meeting; and

7.7.2  if he so wishes, to address each of the other participating Directors simultaneously,

whether directly, by conference telephone or by any other form of communication equipment or by a combination of such methods. A meeting held in this way shall be deemed to take place at the place where the largest group of Directors is assembled or, if no such group is readily identifiable, at the place from where the Chairman of the meeting participates at the start of the meeting.

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7.8 A resolution or other consent executed or approved in writing by all of the Directors who would have been entitled to vote thereon had the same been proposed at a meeting of the relevant Board which such Directors had attended shall be as valid and effective for all purposes as a resolution passed at a meeting of a Board duly convened and held and may consist of several documents in the like form, each signed by one or more of the Directors.

7.9 The Company will procure that Clauses 7.1 to 7.8 shall apply, mutatis mutandis, to the operation of the Operating Board.

7.10  The Parties agree that:

7.10.1  a meeting of the Board shall be convened and held at least once every 12 months;

7.10.2  a meeting of the Operating Board shall be convened and held at least once every three months;

7.10.3  all significant matters relating to the management and operations and business of the Group shall be discussed at meetings of and/or decided by the Operating Board;

7.10.4  unless otherwise agreed between all the Directors, there shall be given to each of the Directors of the Company and the members of the Operating Board not less than five Business Days’ prior written notice of any meeting of the Board of the Company and of the Operating Board, as the case may be, and every such notice shall be accompanied by a written agenda specifying the business of such meeting and copies of all papers that shall be relevant for such meeting;

7.10.5  in addition to any directors and observers which Cayman 5 may be otherwise entitled to appoint to the Board or Operating Board from time to time, for so long as Cayman 5 is entitled to appoint any Director, Cayman 5 shall be entitled to appoint one representative from each of UFG Private Equity and Goldman Sachs ESSG to be an observer, entitled to attend (but not vote at) all meetings of the Operating Board and to receive all materials relating to meetings of the Operating Board.

8 MONITORING FEES

8.1 For so long as Cayman 5 is the Controlling Party, during such time as the JV Provisions apply, and at all times following the Default Control Date, the Company shall pay or cause a member of the Group to pay an M&O Fee to Lion Capital (or any Affiliate thereof). The amount of the M&O Fee paid to Lion Capital (or any Affiliate thereof) in respect of such period shall not exceed, in any financial year, the aggregate of (a) 1.25% of budgeted EBITDA for the Group for that financial year, calculated on a pro rata basis according to the proportion of the financial year which has elapsed during such period; and (b) any out of pocket expenses reasonably incurred in provision of the services in relation to which the M&O Fee is paid, provided that, to the extent that any portion of the M&O Fee cannot be paid by a member of the Group without a member of the Group breaching a provision of the Finance Documents (and that portion cannot be paid by any other member(s) of the Group without a member of the Group breaching a provision of the Finance Documents), such portion of the M&O Fee shall not be required to be paid. Any amounts paid as expenses shall be paid to (or at the direction of) the Person claiming the expense.

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8.2 Subject to the provisions of Clause 8.1, from the CEDC Control Effective Date until the Final Discharge Date the Company shall pay or cause a member of the Group to pay to Lion Capital (or an Affiliate thereof) and CEDC (or an Affiliate thereof) an M&O Fee. The amount of the M&O Fee paid in respect of such period shall be equal to the aggregate of (a) 1.25% of budgeted EBITDA for the Group for each financial year, calculated on a pro rata basis according to the proportion of the financial year which has elapsed during such period; and (b) any out of pocket expenses reasonably incurred in provision of the services in relation to which the M&O Fee is paid, provided that, to the extent that any portion of the M&O Fee cannot be paid by a member of the Group without a member of the Group breaching a provision of the Finance Documents (and that portion cannot be paid by any other member(s) of the Group without a member of the Group breaching a provision of the Finance Documents), such portion of the M&O Fee shall not be required to be paid. To the extent that an M&O Fee is paid, Lion Capital (or its designated Affiliate) and CEDC (or its designated Affiliate) shall each receive one half of such M&O Fee, excluding any out of pocket expenses referred to at (b) above. Any amounts paid as expenses shall be paid to (or at the direction of) the Person claiming the expense.

9 NON-SOLICITATION

9.1 For so long as any Lion Party is a Party to this Agreement and for a period of two years from the first date on which no Lion Party is a Party to this Agreement (the “Lion Cessation Date”), no Lion Party will, on its own account or on account of another Lion Party, entice or attempt to entice away from their employment or employ or attempt to employ any Person who, in the period between the date of this Agreement and the Lion Cessation Date, was an officer or an employee of a Group company, CEDC or an Affiliate of CEDC, in each case who was engaged in managerial work.

9.2 Until the earlier of:

9.2.1  two years following the Final Discharge Date; and

9.2.2  the Final Cayman 7 Call Option Completion Date,

(the “CEDC Cessation Date”), CEDC will not, on its own account or on account of any Affiliate of CEDC, entice or attempt to entice away from their employment or employ or attempt to employ any Person who, in the period between the date of this Agreement and the CEDC Cessation Date, was an officer or an employee of a Group company, a Lion Party or an Affiliate of any Lion Party, and in each case who was engaged in managerial work.

10 LIMITED PARTNERSHIP AGREEMENT

10.1  CEDC undertakes to Cayman 5 that it shall comply in a timely manner with its obligations under the Limited Partnership Agreement.

10.2  The General Partner undertakes to CEDC that it shall comply in a timely manner with its obligations under the Limited Partnership Agreement.

11 SELLERS’ PUT OPTION

CEDC undertakes that, in the event the Sellers’ Put Option is validly exercised, CEDC shall provide to Cayman 7, through the subscription of partnership interests in Cayman 7, with an amount in cash equal to the amount required to be paid by Lux 1 in relation to such exercise which Cayman 7 shall use to subscribe for ordinary shares and convertible preferred equity certificates (CPECs) in Lux 1.

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12 DEED OF ADHERENCE

12.1 Subject to the provisions of Clause 12.2, no Transfer or allotment of any Shares shall be made unless the transferee or allottee shall have first executed a Deed of Adherence and such Deed shall have been delivered to the Company at its registered office and to the Shareholders.

12.2 No Deed of Adherence need be executed if the transferee or allottee, as the case may be, is already a Party to this Agreement (in the same capacity as that in which the transferor is a Party in respect of the Shares in question).

12.3 Each Party acknowledges and agrees that, upon the transferee or allottee duly executing a Deed of Adherence, such Person shall become a Party to this Agreement in accordance with the terms of that Deed of Adherence.

13 TERMINATION

13.1 This Agreement shall terminate (as between the Parties hereto) and be of no further force or effect upon the earliest of the following:

13.1.1  the written agreement of the Parties;

13.1.2  the Company going into liquidation whether voluntary or compulsory (other than for the purpose of an amalgamation or reconstruction approved by all the Parties);

13.1.3  the date on which the Outstanding Consideration (as defined in the Option Agreement) is paid in cash in full in accordance with the terms of the Option Agreement provided, however, that such payment occurs prior to the Holdco Call Option Exercise Date;

13.1.4  the Final Cayman 7 Call Option Completion Date.

13.2 On termination of this Agreement, Clauses 9 (Non Solicitation and Non-Compete), 13 (Termination), and 22 (Rights of Third Parties and no Recourse) to 26 (Governing Law) shall survive and continue in full force and effect, but all other rights and obligations of the Parties shall cease immediately. Termination does not affect the Parties’ accrued rights and obligations as at termination.

13.3 Subject to the provisions listed in Clause 13.2 which shall continue to apply to such Shareholder, if after the Default Control Date any one Shareholder ceases to hold any Shares in accordance with the terms of this Agreement, this Agreement shall cease to apply to such Shareholder (and if such Shareholder is Cayman 7, also to CEDC), and such Shareholder (and if such Shareholder is Cayman 7, also to CEDC) shall cease to enjoy the benefit of any provision of this Agreement, from the date it ceases to hold such securities but without prejudice to any rights, obligations or liabilities which may have accrued prior to the date on which such Shareholder ceased to hold any such securities. For the avoidance of doubt, any Party which at the Default Control Date does not hold Shares will not cease to be a Party by reason of the preceding sentence unless after the Default Control Date, it acquires Shares and subsequently disposes of its entire holding of Shares.

13.4 Termination of this Agreement shall not affect the terms of any agreement entered into between the Parties, or any successor of either of them holding Shares which replaces this Agreement.

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13.5 References in this Agreement to any Person ceasing to be a Party to this Agreement shall mean this Agreement ceasing to apply to such Person in accordance with Clause 13.3 or this Agreement terminating pursuant to Clause 13.1.

14 TAX AND VCOC

14.1 For the purposes of this Clause 14, “Code” means the United States Internal Revenue Code of 1986, as amended, and any statute successor thereto.

Certain Tax Matters

14.1.1  The Parties agree that the “check the box” elections have been made, or will promptly upon execution of this Agreement be made, by those related entities set out in Schedule 6 and the Parties will not change or modify or procure the change or modification of the “check the box” elections or make any additional elections for US Tax purposes without the other Parties’ prior written approval, not to be unreasonably withheld or delayed.

14.1.2  The Parties intend that the Company shall be treated as a partnership for US tax purposes and no Party shall treat or elect to treat the Company in any other manner for US tax purposes without the consent of the other Parties, such consent not to be unreasonably withheld.

14.1.3  To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to any Shareholder (“Tax Advances”), the Company may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of any Shareholder shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Shareholder or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Shareholder. If a distribution to a Shareholder is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Shareholder shall be treated as having received the amount of the distribution that is reduced by the Tax Advance. Each Shareholder hereby agrees to indemnify and hold harmless the Company and the other Shareholders from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or other payments to such other Shareholder.

14.2 Certain VCOC Matters

14.2.1  For so long as any Lion Party seeks to qualify as a VCOC Shareholder (as the term is defined in Clause 14.2.2 below), such Party shall be entitled individually to nominate at least one of the Persons to the Board to be nominated by that Lion Party. The Parties acknowledge that, on the date hereof, the Lion Holdcos are VCOC Shareholders.

14.2.2  The Company hereby agrees that for so long as any Shareholder or one of its Affiliates is a “venture capital operating company” (such Shareholder or Affiliate, a “VCOC Shareholder”), as defined in the regulations promulgated under the United States Employee Retirement Income Security Act of 1974, as amended, by the United States Department of Labor (the “Plan Asset Regulations”), and such VCOC Shareholder continues to hold, directly or indirectly, any Shares (or other securities of the Company into which such Shares

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may be converted or for which such Shares may be exchanged), without limitation on, or prejudice to, any of the other rights provided to the VCOC Shareholder under this Agreement or applicable law, the Company shall provide to such VCOC Shareholder or its designated representative:

(a) such information and consultation rights and other assistance as such VCOC Shareholder may require to preserve its direct or indirect interest in the Company qualifying as a “Venture Capital Investment” (within the meaning of the Plan Asset Regulations) and, in connection with an Exit, such distribution of securities held directly or indirectly by the VCOC Shareholder or such other reasonable assistance such as to enable such Shareholder, in its discretion, to elect to commence its “distribution period” (within the meaning of the Plan Asset Regulations) or otherwise preserve its qualification as a “venture capital operating company” within the meaning of the Plan Asset Regulations, and the Parties will agree to such amendments to this Agreement as may be required by a VCOC Shareholder to preserve such qualification or permit such election or otherwise, provided that no such amendment would result in a material adverse effect on the operations or business of the Group, taken as a whole, or on the financial, legal or tax position of any other Shareholder;

(b) prior notice of all material corporate actions (unless any such action is required to be disclosed to the general public, in which case, such VCOC Shareholder shall be deemed to have received notice pursuant to such disclosure) and the right to consult with the Company and members of the Group with respect to such actions; provided that the Company may provide such notice to the applicable designated representative of such VCOC Shareholder, which in turn shall be responsible forwarding such notice to the VCOC Shareholder the right to visit and inspect any of the offices and properties of the Group and inspect and copy the books and records of the members of the Group, at such times as the VCOC Shareholder or its designated representative shall reasonably request; and

(c) the right to consult with appropriate officers and directors of the Company and each member of the Group periodically and at such times as reasonably requested by the VCOC Shareholder with respect to matters relating to the business, finances, accounts and affairs of the Company and the members of the Group. Any costs incurred by the Company as a result of compliance with this Clause 14.2.2 shall be borne by the Shareholder making such requests for such information.

14.2.3  The Company agrees to consider, in good faith, the recommendations of the VCOC Shareholder or its designated representative in connection with the matters on which it is consulted as described above, recognising that the ultimate discretion with respect to all such matters shall be retained by the Company.

15 ASSIGNMENT AND SUB-CONTRACTING

15.1  Subject to Clause 15.2, no Party shall be entitled to assign or transfer all or any of its rights, benefits or obligations under this Agreement in whole or in part without the prior written consent of the other Parties otherwise than pursuant to a Transfer in accordance in all respects with the provisions and requirements of this Agreement and the Articles.

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15.2 In the event that the General Partner ceases to be the general partner of Cayman 7, each of the Parties shall take all such action as shall be in its power as shall be reasonably necessary (i) to release the General Partner from its rights and obligations under this Agreement and (ii) to substitute any replacement general partner of Cayman 7 as a Party in place of the General Partner.

16 EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE

Nothing in this Agreement or any arrangement contemplated by it shall be construed as establishing or implying any partnership between the Parties, and nothing in this Agreement shall be deemed to constitute either of the Parties as the agent of any other or to authorise any Party to hold itself out as agent or to bind, contract in the name of or to create a liability for any other in any way or for any purpose.

17 FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, ANTI-CORRUPTION PROVISIONS

17.1 Each Party shall, now or as required at any time in the future, do, or procure the doing by a third party of, so far as may be reasonably within its power and as may be reasonably requested of it, all acts and/or execute or procure the execution of all documents in a form reasonably satisfactory to the other Parties as is or are required to give full effect to the Transaction Documents and the transactions intended to be effected hereby and thereby and shall further (if necessary), so far as may be within its power, procure any required amendment to the Articles.

17.2 If there is any conflict or inconsistency between the provisions of this Agreement and the Articles, (i) this Agreement shall prevail, although nothing in this Agreement shall constitute an amendment of the Articles and (ii) the Shareholders shall take all lawful actions necessary to amend the Articles in order to implement the terms of this Agreement, and in any event, shall act in accordance with this Agreement.

17.3 The Company undertakes to each of the Shareholders that it shall, and shall procure that each Group Company and their respective directors, officers and employees shall, comply with all applicable anti-bribery and anti-corruption laws and regulations. Without prejudice to the generality of the foregoing, the Company shall, and shall procure that each Group Company and their respective directors, officers and employees shall, refrain from taking any action that would result in a violation by any direct or indirect investor in the Company of the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws which apply to it by virtue of such investor’s direct or indirect investment in the Company.

17.4 Without limiting the generality of the preceding Clause, the Company undertakes to each of the Shareholders that it shall, and shall procure that each Group Company and their respective directors, officers and employees shall, refrain from offering, promising to pay, or authorising the payment of any money, or offering, giving, promising to give, or authorising the giving of anything of value, to any officer, employee or any other Person acting in an official capacity for any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or for any public international organisation, to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any Person knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

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17.4.1  influencing any act or decision of such Government Official in his official capacity;

17.4.2  inducing such Government Official to do or omit to do any act in violation of his lawful duty;

17.4.3  securing any improper advantage;

17.4.4  inducing such Government Official to influence or affect any act or decision of any entity or enterprise owned or controlled by a government; or

17.4.5  assisting any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.

18 ENTIRE AGREEMENT

This Agreement, and the documents referred to in it in agreed form together constitute the entire agreement and understanding of the Parties in relation to the matters the subject thereto and supersede any previous agreement between the Parties (whether written or oral) in relation to all or any of such matters and without prejudice to the generality of the foregoing, excludes any representation, warranty, condition or other undertaking implied at law or by custom other than where expressly contained in this Agreement, provided that nothing in this Clause shall exclude a Party from liability for fraudulent misrepresentation.

19 VARIATION

19.1 Subject to Clause 19.2, any variation of this Agreement must be in a written document and signed by each of the Parties or a duly authorised officer or representative of each of the Parties and where any such document exists and is so signed such Party shall not allege that the same is not binding by virtue of an absence of consideration.

19.2 If this Agreement ceases to apply to any Party pursuant to Clause 13.3, as from the date of such cessation and irrespective of whether the consent of such party would have been required pursuant to Clause 19.1, this Agreement may be varied without reference to or the need for signature of any relevant document by that Party, provided that (for the avoidance of doubt) such variation shall not give rise to any new or increased liability of that Party.

20 WAIVER

20.1 A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such or other rights or remedies nor shall operate so as to bar the exercise or enforcement thereof. No single or partial exercise of any right or remedy under this Agreement shall prevent further or other exercise of such or other rights or remedies.

20.2 No waiver by any Party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed by such Party.

20.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

21 ILLEGALITY AND SEVERANCE

21.1 The provisions contained in each Clause of this Agreement shall be enforceable independently of the others and the invalidity of any one provision shall not affect the validity of the others.

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21.2 If a provision of this Agreement is, or but for this Clause would be, held to be illegal, invalid or unenforceable, in whole or in part, in the jurisdiction to which it pertains but would be legal, valid and enforceable if part of the provision was deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable in that jurisdiction, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

21.3 If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 21.2 cannot be used to make it legal, valid and enforceable, a Party may require the other Parties to enter into a new agreement or deed under which those Parties undertake in the terms of the original provision, but subject to such amendments as the first Party specifies in order to make the provision legal, valid and enforceable provided however, that such amendments shall be the minimum required to make the provision legal, valid and enforceable and in order to honour so far as is legal, valid and enforceable the original intention of the Parties. No Party will be obliged to enter into a new agreement or deed that would increase its liability beyond that contained in this Agreement, had all its provisions been legal, valid and enforceable.

22 RIGHTS OF THIRD PARTIES AND NO RECOURSE

22.1 A Person who is not a Party to this Agreement or who does not execute a Deed of Adherence in accordance with this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

22.2 Accordingly, this Agreement shall be binding upon and enure solely for the benefit of the Parties hereto and any Person who executes a Deed of Adherence in accordance with this Agreement and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

22.3 Only the Parties that are signatories hereto shall have any obligation or liability under this Agreement. Notwithstanding anything that may be expressed or implied in this Agreement, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future representative of any Party or any current or future direct or indirect shareholder, member, general or limited partner or other beneficial owner of any Party or any of their respective representatives, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any such Person for any obligation of any Party under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

23 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the same agreement. No counterpart shall be effective until each Party has executed at least one part or counterpart.

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24 NOTICES

24.1 Any notice or other communication given under this Agreement shall be in writing and shall be served by delivering it to the Party due to receive it at the address or fax numbers set out in Clause 24.2 and shall be deemed to have been delivered in accordance with Clause 24.3.

24.2 The Parties’ addresses and fax numbers for the purposes of this Agreement are:

24.2.1  In the case of the Lion Parties, the General Partner, the Company and Cayman 7:

Lion Capital LLP

21 Grosvenor Place

London SW1X 7HF

United Kingdom

For the attention of: Javier Ferrán/James Cocker

Fax number: +44 20 7201 2222

with a courtesy copy (which shall not constitute notice) to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

United Kingdom

For the attention of: Michael Francies/Ian Hamilton

Fax number: +44 20 7903 0990

24.2.2  In the case of CEDC:

CEDC Warsaw,

ul. Bobrowiecka 6

02-728 Warszawa

Poland

For the attention of: Bill Carey

Fax number: +48 22 455 1810/+1 941 330 9617

with a courtesy copy (which shall not constitute notice) to:

Dewey & LeBoeuf

No. 1 Minster Court

Mincing Lane

London EC3R 7YL

For the attention of: Steve Horvath

Fax number: +44 20 7459 5099

or such other address or fax number as the relevant Party notifies to the other Parties, which change of address shall only take effect if delivered and received in accordance Clause 24.3.

24.3 A notice so addressed shall be deemed to have been received:

24.3.1  if personally delivered, at the time of delivery;

24.3.2  if sent by pre-paid, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

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24.3.3  if sent by registered air-mail, five Business Days after the date of posting to the relevant address; or

24.3.4  if sent by fax, on successful completion of its transmission as per a transmission report from the machine from which the fax was sent, save that if such notice or communication is received after the end of normal working hours (and “normal working hours” shall be deemed to be 8.30 am and 5.30 pm on any Business Day in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

24.4 CEDC irrevocably authorises and appoints Law Debenture Corporate Services Limited presently at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom as its agent for service of notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such agent in accordance with this Clause 24 shall be deemed to be effective service on CEDC.

24.5 Each of Cayman 4, Cayman 5, Cayman 6, Cayman 7 and the General Partner irrevocably authorises and appoints Lion Capital LLP whose registered address is at 21 Grosvenor Place, London, SW1X 7HF United Kingdom as their agent for service of notices and/or proceedings in relation to any matter arising out of or in connection with this Agreement and service on such agent in accordance with this Clause 24 shall be deemed to be effective service on Cayman 4, Cayman 5, Cayman 6, Cayman 7 or the General Partner, as the case may be.

24.6 Any Party may appoint a substitute agent for service for the purposes of Clause 24.4 or 24.5 by giving notice to the other Parties pursuant to Clauses 24.1 to 24.3.

25 JURISDICTION

The Parties irrevocably agree that, subject as provided below, the courts of England shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims). Nothing in this Clause 25 shall limit the right of the Parties to commence proceedings to seek equitable (or equivalent) relief or to seek enforcement of a final non-appealable judgment of the courts of England in any court of an Approved Jurisdiction which has competent jurisdiction, nor shall the commencement of such proceedings in any one or more Approved Jurisdictions preclude the commencement of similar proceedings in any other Approved Jurisdiction, whether concurrently or not, to the extent permitted by the law of such other Approved Jurisdiction. No Party shall be entitled to commence proceedings in any court in any jurisdiction other than England or of an Approved Jurisdiction.

26 GOVERNING LAW

This Agreement and all matters (including, without limitation, any contractual or non-contractual obligation) arising from or connected with it are governed by, and will be construed in accordance with, English law.

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SCHEDULE 1

DEED OF ADHERENCE

DEED OF ADHERENCE dated • made by • (the “Adhering Party”) in favour of the Persons whose names are set out in the schedule to this deed.

RECITALS

(A) This deed is supplemental to the Governance and Shareholders Agreement dated [•] made between Cayman 7, Cayman 4, Cayman 5, the Company, the General Partner and CEDC (the “Shareholders Agreement”).

(B) [Name of transferring Shareholder] has agreed to transfer [a portion] [all] of its Shares to the Adhering Party and this deed is entered into pursuant to Clause 12 of the Shareholders Agreement.

1 REPRESENTATIONS AND WARRANTIES

The Adhering Party warrants, as of the date of this deed, to the other Parties that:

(a) it has full power and authority, without requiring the consent of any other Person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this deed and the Shareholders Agreement;

(b) the provisions of this deed or the Shareholders Agreement will not result in a breach of any provision of the Adhering Party’s constitutional documents or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound; and

(c) this deed and the Shareholders Agreement constitute lawful, valid and binding obligations of the Adhering Party in accordance with its terms.

2 OPERATIVE PROVISIONS

The Adhering Party confirms that it has been given and read a copy of the Shareholders Agreement and covenants with each Person named in the schedule to this deed to perform and be bound by all the terms of the Shareholders Agreement as if the Adhering Party were [capacity in which the party is to adhere to be inserted] for the purposes of the Shareholders Agreement;

3 NOTICES

Any notice or other communication given under the Shareholders Agreement shall be in writing and shall be served by delivering it to the Adhering Party at the address or fax numbers set out below:

The Adhering Party’s address and fax number for the purposes of the Shareholders Agreement are:

[•]

For the attention of: [•]

Fax number: [•]

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with a courtesy copy (which shall not constitute notice) to:

[•]

For the attention of: [•]

Fax number: [•]

or such other address or fax number as the Adhering Party notifies to the other Parties, which change of address shall only take effect if delivered and received in accordance with Clause 24.3 of the Shareholders Agreement.

4 A notice so addressed shall be deemed to have been received in accordance with Clause 24.3 of the Shareholders Agreement.

5 Unless the context requires otherwise, words and expressions defined in the Shareholders Agreement shall have the same meaning when used in this deed.

6 This deed is governed by English law.

DULY EXECUTED AND DELIVERED

AS A DEED ON THE DATE STATED ABOVE

[ADHERING PARTY]

[Appropriate deed execution clause]

by:

Acknowledged and Accepted:

[COMPANY]

by:

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SCHEDULE 2

CEDC MINORITY RIGHTS

This Schedule sets out the provisions which will apply at all times when CEDC is the Minority Party.

Notwithstanding any other provision of this Agreement, each of the rights set out in this Schedule 2 (excluding the rights set out in paragraph 9(a) of this Schedule 2) is subject to and accordingly shall be limited by any applicable obligations, restrictions or permissions contained in the Finance Documents, provided always that this carve-out shall not apply where such obligation, restriction or permission arises as a result of any amendment to a Finance Document after the date of this Agreement and such amendment has not received prior Minority Consent.

Notwithstanding the provisions of paragraphs 2, 3 and 4 of this Schedule, any transaction or arrangement contemplated by such paragraphs which occurs or would occur exclusively amongst members of the Group, shall not require Minority Consent.

Capital Increases

1 No Group Company shall, without Minority Consent, make a Capital Increase provided that, this restriction shall not apply (i) where the Capital Increase, in the reasonable opinion of the Controlling Party, is required because a member of the Group is in a Distress Situation; (ii) where the Capital Increase takes place in order to allow Cayman 7 to fund Lux 1 with the funds received by Cayman 7 from CEDC pursuant to Clause 11; or (iii) where the Capital Increase takes place between members of the Group.

Where a Capital Increase takes place in a Distress Situation, CEDC shall be offered the opportunity via Cayman 7 before any other party to subscribe for all shares proposed to be issued under, but shall not in any circumstances have the right to prevent, the Capital Increase and the provisions of paragraphs 1.2 to 1.7 of Schedule 5 shall apply. Any Capital Increases during a Distress Situation shall be limited to raising an amount which the Controlling Party, acting reasonably, deems necessary, following consultation with the Minority Party, to: i) cure the Distress Situation; and ii) prevent another Distress Situation from arising within the following twelve months.

Any participation of CEDC in a Capital Increase shall be made by CEDC providing funds to Cayman 7 to allow it to participate in the Capital Increase.

Debt Finance

2 No Group Company shall, without Minority Consent:

(a) prepay or cancel any Indebtedness of an amount in excess of $5 million in aggregate from the date of this Agreement, provided that this restriction shall not apply in respect of (i) Net Working Capital Facilities; and (ii) mandatory repayments of debt principal amounts;

(b) make any material amendments to the terms of any Indebtedness in excess of $5 million in aggregate from the date of this Agreement;

(c) incur any Indebtedness of an amount in excess of $5 million in aggregate from the date of this Agreement, provided that: (i) where the Minority Consent has been received in respect of committed but undrawn arrangements for Indebtedness in

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excess of $5 million in aggregate from the date of this Agreement; or (ii) in respect of the facilities provided under the Finance Documents, Minority Consent will not be required for the utilisation of such facilities;

(d) incur any Indebtedness, or make any amendment to the terms of any existing Indebtedness, the terms of which (or, in the case of an amendment, the terms of which amendment) provide for or may require (i) payment of any new or additional fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty in each case as a result of CEDC becoming the Controlling Party provided that this restriction shall not prevent the utilisation of amounts available under the Finance Documents;

(e) incur any Indebtedness, or make any amendment to the terms of any existing Indebtedness, the terms of which (or, in the case of amendment, the terms of which amendment) the Controlling Party reasonably believes, is or has become aware or has been notified, will, prior to the CEDC Control Effective Date, cause an event of default in respect of any material Indebtedness to which CEDC or any Affiliate of CEDC is a party, provided that this provision shall not require the Controlling Party to make any enquiry as to the terms of any Indebtedness of CEDC or its Affiliates;

(f) create or permit to be created any Encumbrance over any of the assets of any member of the Group, except: (i) in accordance with Finance Documents; (ii) in accordance with the terms of any Indebtedness otherwise permitted under this Agreement; or (iii) any Encumbrance arising in the ordinary course of trading;

(g) enter into or unwind any hedging or swap arrangements in respect of a notional amount in excess of $5 million in aggregate from the date of this Agreement;

(h) enter into any off balance sheet commitments in excess of $5 million in aggregate from the date of this Agreement; or

(i) agree to do any of the foregoing.

Acquisitions and Disposals

3 No Group Company shall, without Minority Consent:

(a) acquire any interest in any business, company or tangible or intangible assets (i) the consideration for which, when aggregated with that paid for any previous such acquisitions made after the date of this Agreement, exceeds $5 million; or (ii) which was loss-making in the 12 months prior to the date of acquisition; or (iii) which will not, following acquisition, be controlled by a member of the Group except, in each case, as previously contained or provided for in the Budget; or

(b) enter into any joint venture, revenue sharing or profit sharing arrangement; or

(c) dispose of any interest in any business, company, or assets: (i) where the higher of (a) consideration actually received for such disposal and (b) the Fair Market Value of the assets disposed of exceeds $5 million; or (ii) the disposal of any interests, either alone or in aggregate, that may have the same effect; provided that Minority Consent shall not be required in respect of any disposal required pursuant to Clause 3.3; or

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(d) agree to do any of the foregoing.

Material Contracts

4 No Group Company shall, without Minority Consent, enter into or agree to enter into any agreement or make any amendment to any existing agreement:

(a) which (or, in the case of an amendment, which amendment) is reasonably likely to have a material impact (either positive or negative) upon the profitability of the Group, taken as a whole, or upon the net asset value of the Group; or

(b) which (or, in the case of an amendment, which amendment) provides for or may require (i) payment of any new or additional fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty in each case as a result of CEDC becoming the Controlling Party; or

(c) which is outside the ordinary course of business and is material to the business the Group taken as a whole,

save as may otherwise be agreed between Cayman 4, Cayman 5 and CEDC. For the avoidance of doubt, any settlement agreement in respect of any First Earnout Amount, Second Earnout Amount or any combination or part thereof shall be considered to be subject to this paragraph 4.

Management

5 The final form of the Budget and any material amendments to or deviations from it, taken as a whole, including but not limited to investments outside the Budget, shall not be approved or take effect without Minority Consent.

6 The appointment or dismissal of any member of Senior Management or material changes to the role or job description of any member of Senior Management shall not take place without Minority Consent.

7 No material change to the terms of the incentive structure or the compensation awarded to Senior Management shall be made after 31 December 2009 without Minority Consent, save as may otherwise be agreed between Cayman 4, Cayman 5 and CEDC.

8 The Minority Party shall have the right to appoint two Directors to each of the Board and the Operating Board, provided always that this shall in no circumstances constitute a majority of the Board or the Operating Board and no limit shall be placed on the number of Directors who may be appointed to the Board or the Operating Board by the Controlling Party. The appointees made by the Minority Party pursuant to this paragraph shall also have the right to attend meetings of the Shareholders.

Information

9 The Controlling Party shall deliver to the Minority Party:

(a) upon written request, and as soon as practicable, all information required to allow the Minority Party to comply with applicable listing, reporting and disclosure rules, regulations and requirements of applicable governmental entities and securities exchanges, including, without limitation, the United States Securities and Exchange Commission, the Polish Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of the Minority Party is listed or admitted for trading;

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(b) monthly management accounts, prepared substantially in accordance with CEDC group format, as soon as reasonably practicable following the end of the relevant month, commencing as soon as reasonably practicable following the date of this Agreement; and

(c) quarterly management accounts prepared substantially in accordance with the CEDC group format as soon as reasonably practicable following the end of the relevant quarter, commencing as soon as reasonably practicable following the date of this Agreement; and

(d) annual audited financial information as soon as reasonably practicable following the end of the relevant financial period,

and shall (i) disclose to the Minority Party any matters of which it becomes aware which could reasonably be expected to have a material and adverse impact on the operations and condition of the Group; (ii) keep the Minority Party apprised of the performance of the Group and allow the Minority Party reasonable access to the management of the Group and to the executives of Lion Capital; and (iii) allow the Minority Party direct access to the auditors of the Group, including during pre-audit planning and post audit review, in consultation with the Group’s chief financial officer.

10 All compliance, financial reporting, audit, and audit related costs, shall be borne by the Group except where such costs relate to activities in which the Group would not engage, but for the other provisions of this paragraph 10. The costs that the Group shall be required to bear in connection with such activities shall be limited to a maximum of $300,000 per calendar year. Any costs in excess of $300,000 in any calendar year incurred in connection with such activities shall be borne by CEDC.

Related Party Transactions

11 No Group Company shall, without Minority Consent, enter into or agree to enter into any or a series of related Related Party Transactions with a value in excess of $250,000 in aggregate per annum, except the payment of M&O Fees (and related expenses).

Dividends

12 No Group Company shall without Minority Consent declare, pay or otherwise make any dividend or other distribution (whether in cash or in specie) other than to another Group Company.

13 After the later of: (i) the date falling immediately after the Cayman 7 Call Option Completion Date in respect of the Third Cayman 7 Call Option; and (ii) 31 July 2011, and provided that the Holdco Put Option has not been exercised, the Minority Party may require (having given not less than 30 days’ written notice to the Controlling Party) that the Company pays a cash dividend to the Shareholders up to the Maximum Dividend Amount, and that any amounts necessary to be paid from any Subsidiaries of the Company to allow such a dividend shall be paid (but without requiring any member of the Group to incur any Indebtedness to any person (other than to another member of the Group)), subject to the following:

(a) any such dividend received by Cayman 7 shall be applied to the extent required by, and in accordance with the provisions of, the Option Agreement and the Limited Partnership Agreement;

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(b) the payment of such dividend shall be subject to all applicable legal and contractual restrictions applicable to the Company or any of its Subsidiaries, which restrictions shall include any legal or contractual restrictions applicable to the direct or indirect provision of funds to the Company by any of its Subsidiaries (whether by dividend, loan or otherwise) which may be necessary in order to enable the Company to pay such dividend without any member of the Group incurring any Indebtedness to any Person (other than to another member of the Group);

(c) no such dividend shall be payable if:

(i) following the payment of such dividend, less than the Minimum Cash Amount would remain held in cash in Lux 3;

(ii) following such dividend the Leverage Ratio (taking into account the payment of such dividend) would be greater than 2.0; or

(iii) the payment of such dividend is not permitted pursuant to the conditions of paragraph f(ii) of the definition of “Permitted Payment” as such term is defined in the Senior Facilities Agreement (in the form amended as at, or prior to, the date of this Agreement) and, where necessary in order to interpret such provisions, incorporating relevant defined terms from the Senior Facilities Agreement); and

(d) the Minority Party may only request two such dividends to be paid in any financial year, provided that such requests are not less than 90 days apart.

14 For the purposes of paragraph 13 above:

(a) the “Minimum Cash Amount” shall mean $30 million, save that where the dividend is paid on the Final Cayman 7 Call Option Completion Date and the Final Cayman 7 Call Option is completed in full on that date in accordance with its terms, the “Minimum Cash Amount” shall mean $0; and

(b) the “Maximum Dividend Amount” shall mean the maximum cash dividend which the Company is able to pay at the relevant time, taking into account the restrictions mentioned in paragraphs 13(b) and 13(c) above and after having made appropriate payment, withholding or reservation of all taxes payable in connection with such dividend.

15 CEDC may require that Lux 2 shall, so far as it is able, repay the Vendor Loan Notes in whole or in part at any time following the later of: (i) the date falling immediately after the Cayman 7 Call Option Completion Date in respect of the Third Cayman 7 Call Option; and (ii) 31 July 2011, provided that following such repayment at least $20 million would remain held in cash in Lux 3.

Miscellaneous

16 None of the following shall take place without Minority Consent:

(a) any change to the financial year end of any member of the Group;

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(b) any change to the auditors of any member of the Group;

(c) the liquidation or winding up of any member of the Group;

(d) the commencement or settlement of any material litigation (whether actual or threatened);

(e) any material change to the constitutional documents of any member of the Group;

(f) any material change to the accounting policies and/or practices of any member of the Group;

(g) the establishment of any new, or the winding up or dissolution (by whatever means) of any existing, Subsidiary;

(h) the passing of any special resolution of the Company at a general meeting;

(i) any consolidation, subdivision, conversion or cancellation of the share capital of any member of the Group;

(j) any compromise or arrangement between the Company and its members proposed under the Companies Law; or

(k) any scheme involving the transfer of shares or any class of shares of the Company to another company under the Companies Law.

17 The Controlling Party shall not, without Minority Consent, take any action (and the Controlling Shareholder shall procure that each of its Affiliates shall not take any action) in respect of the Group which will or is reasonably likely to be materially prejudicial to the ability of CEDC to enforce security in the event of a default by Cayman 7 of its obligations under this Agreement. For the avoidance of doubt, this right extends, without limitation, to restructurings of the Group howsoever effected and to restructurings, whether directly or indirectly, of Cayman 4 or Cayman 5’s investment in, or rights of ownership over, the Group, howsoever effected.

Minority Consent

18 Minority Consent shall be given (or denied) within ten Business Days of the date of request by the Controlling Party. If no response is received from the Minority Party within ten Business Days following the date of request by the Controlling Party, Minority Consent shall be deemed to have been given.

19 Minority Consent shall not be unreasonably withheld and the Minority Party agrees to give reasonable consideration to any request for Minority Consent.

20 CEDC shall be permitted to withhold Minority Consent in circumstances where it believes, acting reasonably, that to do so would be adverse to any security interests granted to it pursuant to the terms of the Transaction Documents.

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SCHEDULE 3

JV PROVISIONS

This Schedule sets out the provisions which will apply from the JV Effective Date.

Notwithstanding any other provision of this Agreement, each of the rights set out in this Schedule 3 (except those rights set out in paragraph 1.8 of this Schedule 3) is subject to and accordingly shall be limited by any applicable obligations, restrictions or permissions contained in the Finance Documents, provided always that this carve-out shall not apply where such obligation, restriction or permission arises as a result of any amendment to a Finance Document after the date of this Agreement and such amendment has not received prior Minority Consent.

PART I

1 MANAGEMENT

1.1 The Board will be responsible for overall management and supervision of the Company, subject to the terms of Part II.

1.2 The Board will consist of an equal number of Lion Directors and CEDC Directors. Unless otherwise agreed by all the Parties, there will be two Lion Directors and two CEDC Directors.

1.3 The Lion Parties shall have the right to appoint and remove the Lion Directors. CEDC shall have the right to appoint and remove the CEDC Directors.

1.4 The chairman of the Board (the “Chairman”) will be one of the Directors nominated by the Lion Directors. If the Chairman for the time being is unable to attend any meeting of the Board or the Shareholders, the Lion Parties will be entitled to appoint another Director to act as chairman in his place at the meeting.

1.5 The Chairman will not have a second or casting vote at Board or Shareholders Meetings.

1.6 As a common practice, unanimity will be sought at Board meetings. If a disagreement appears, the Chairman will use his best efforts to reconcile the different viewpoints between the Directors.

1.7 The business of the Group shall be conducted in the ordinary course and in a manner similar in all material respects to that carried on in the 12 months ended on the date of this Agreement.

1.8 The Company shall deliver to CEDC, upon written request and within a reasonable timeframe, all information required to allow CEDC to comply with applicable listing, reporting and disclosure rules, regulations and requirements of applicable governmental entities and securities exchanges, including, without limitation, the United States Securities and Exchange Commission, the Polish Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of CEDC is listed or admitted for trading.

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PART II

Throughout this Part II references to the Company are deemed to apply equally to each Group Company.

2 MATTERS REQUIRING BOARD CONSENT

2.1 No decision relating to any of the following matters (“Board Consent Matters”) will be taken (whether by the Board, the Company or any of the officers or managers within the Group) unless and until the Board has unanimously voted in favour of the decision at a meeting of the Board properly convened and held, except to the extent provided for in the relevant Budget or expressly permitted pursuant to this Agreement:

2.1.1  any change in the memorandum and articles of association of the Company or the passing of any ordinary or special resolutions;

2.1.2  any material change in the nature of the business of the Group or material extension of the Company’s activities outside the scope of the business of the Group or the commencement of any new business not being ancillary or incidental to the business of the Group;

2.1.3  any change in the trading name or mark of the Group;

2.1.4  the sale of the whole (or substantially the whole) of the assets of the Company or an acquisition by the Company or subscription by the Company for, or the purchase by the Company of, any part of the issued share capital or of the assets of another company or the formation or acquisition of any Subsidiary;

2.1.5  the making of any material acquisition or disposal by the Company (including any material acquisition or grant of any licence) of or relating to any intellectual property rights;

2.1.6  the sale, lease, license, assignment or other disposal of any part of the undertaking or the assets of the Company at a total cost to the Company per transaction exceeding $250,000 and $2 million in aggregate across the Group otherwise than in the ordinary course of business;

2.1.7  the creation, extension, granting, issue or redemption of any debenture, mortgage, charge or other Encumbrance over the whole or any part of the business or assets (other than Encumbrances arising in the ordinary course of trading) or over any share forming part of the authorised or issued share capital of the Company, or an agreement to do so;

2.1.8  the merger or acquisition of the Company with or by any other company or concern;

2.1.9  the entering into of any partnership, joint venture or profit sharing arrangement with any Person;

2.1.10  any change in the authorised or issued share capital of the Company including the creation, allotment, issue, repayment or redemption or agreement to create, allot, issue, repay or redeem any of its share or loan capital or other securities convertible into shares, or granting or agreement to grant any option in respect thereto;

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2.1.11  the variation of rights attaching to any shares in the capital of the Company;

2.1.12  the declaration, payment or making of a dividend or other distribution or payment made out of profits other than as permitted by this Agreement, the Articles or otherwise;

2.1.13  any change in the Company’s auditors (or any material change in their remuneration), or accounting reference date;

2.1.14  any approval or amendment of the annual accounts, or the Company’s agreed accounting practices and policies except where any such change is recommended by the auditors of the Company as a consequence of a change in accounting standards applicable to companies carrying on businesses of a similar nature to the business or as a consequence of a change in law, and any activity outside the scope of the Budget;

2.1.15  the giving or agreement to give by the Company of any indemnity or guarantee whatsoever;

2.1.16  the entering into or agreement to enter into a long term (long term meaning, for this purpose, being incapable of being terminated within 12 months), onerous or unusual agreement or arrangement or commitment (in terms of value, obligations or subject matter) or out of the ordinary course of business or otherwise than at arm’s length;

2.1.17  the taking on of any obligation of the Company involving capital expenditure or commitments requiring capital expenditure in excess of $2 million for an individual contract or $5 million in aggregate in any 12 month period;

2.1.18  the entering into an agreement or arrangement outside the ordinary course of business or other than at arm’s length and for full value with any Shareholder or Affiliate thereof or any director or former director or such Shareholder or Affiliate thereof (other than in relation to the payment of M&O Fees);

2.1.19  any giving of notice of termination of any agreements of a material nature in the context of the business or the making of any material variation or amendment to such agreements;

2.1.20  any borrowing or raising of money by the Company outside the ordinary course of business in excess of $5 million or any borrowing or raising of money by the Company in the ordinary course of business in excess of $10 million, in each case within any 12 month period except any borrowing under any Net Working Capital Facility; any payment of its creditors other than in the ordinary course of business; any change in the Company’s policy in relation to the payment of creditors; the repayment of any Indebtedness of amounts greater than $2 million, unless such repayment is a mandatory repayment under the term of the applicable facility or is a payment under a Net Working Capital Facility; or any amendment or agreement to amend the terms of its borrowing or Indebtedness or to amend, cancel, release or assign any Indebtedness owed to it or any claims held by it;

2.1.21  any commencement, compromise, settlement or waiver of a right in relation to litigation or arbitration proceedings or other similar proceedings, except in relation to debt collection not exceeding $5 million in the ordinary course of business;

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2.1.22  the appointment, remuneration, compensation, transfer and discharge of any member of Senior Management or material alteration to or agreement to materially alter any terms of employment or benefits of its employees or alteration of any working practices or collective agreement relating to such practices;

2.1.23  establishing or amending any bonus, profit sharing, share option or other incentive scheme or similar arrangement for any director or employee of the Company other than in the ordinary course of business;

2.1.24  the adoption of, or participation by the Company in, any pension scheme or the amendment of any existing pension scheme of the Company or, except in compliance with the advice of actuaries appointed at a quorate meeting of the Directors to review such scheme, any variation in or cessation of the contributions made by the Company to any such scheme;

2.1.25  the appointment of any directors to any board of any member of Group, except the Company;

2.1.26  the making of any material agreement with any revenue authorities or other taxing authority or the making, granting or allowing of any claim, disclaimer, surrender, election or consent for taxation purposes in relation to the Company, its business, assets or undertaking;

2.1.27  the entering into the occupation, purchase, sale, transfer, lease or licence of any material freehold or leasehold property;

2.1.28  the variation of any terms of any of the Company’s material policies of insurance or the taking out of any additional or replacement policies of insurance other than renewals of the Company’s policies on substantially the same terms as those in force;

2.1.29  the recommendation that the Company should seek a listing and the agreement or recommendation of any matters ancillary to such application (including any relevant changes to the Articles);

2.1.30  appointing any committee of the Board or delegating any of the powers of the Board to any committee (provided that, for these purposes, the “Company” shall not refer to any Group Company other than the Company); or

2.1.31  the grant of any power of attorney other than in the ordinary course of business;

2.1.32  the approval of the balance sheet and profit and income statement or any other account of the Company (provided that, for these purposes, the “Company” shall not refer to any Group Company other than the Company); or

2.1.33  the making of any petition or resolution to wind up the Company or any petition for any administration order or any order having similar effect in a different jurisdiction in relation to the Company unless in any case the Company is at the relevant time insolvent and the Directors reasonably consider (taking into account their fiduciary duties) that it ought to be wound up.

2.2 No provision of paragraph 2.1 to this Schedule 3 shall prohibit any transaction or arrangement exclusively between members of the Group.

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SCHEDULE 4

CAYMAN 5 MINORITY PROVISIONS

This Schedule sets out the provisions which will apply at all times when Cayman 5 is the Minority Party.

Notwithstanding any other provision of this Agreement, each of the rights set out in this Schedule 4 is subject to and accordingly shall be limited by any applicable obligations, restrictions or permissions contained in the Finance Documents, provided always that this carve-out shall not apply where such obligation, restriction or permission arises as a result of any amendment to a Finance Document after the date of this Agreement and such amendment has not received prior Minority Consent.

Notwithstanding the provisions of paragraphs 2, 3 and 4 of this Schedule, any transaction or arrangement contemplated by such paragraphs which occurs or would occur exclusively amongst members of the Group, shall not require Minority Consent.

Capital Increases

1 No Group Company shall, without Minority Consent make a Capital Increase and issue any securities or interests pursuant thereto to any Person other than Cayman 7 or a wholly-owned subsidiary of Cayman 7, and Cayman 7 shall pledge all such securities or interests for which it subscribes pursuant to this paragraph pursuant to the terms of the Cayman 7 Pledge.

Debt Finance

2 No Group Company shall, without Minority Consent incur any Indebtedness or make any amendment to the terms of any existing Indebtedness, the terms of which (or, in the case of an amendment, the terms of which amendment) (A) provide for or may require (i) payment of any new or additional fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty in each case as a result of Cayman 5 or any Affiliate thereof becoming the Controlling Party; or (B) prevent or restrict the payment of the M&O Fee (and related expenses).

3 No Group Company shall, without Minority Consent, make or enter into any Indebtedness which includes any provision (whether a cross-default provision, a mandatory pre-payment provision or otherwise) which relates in any way to CEDC or any of its Affiliates (other than members of the Group).

4 Without limitation to the foregoing, no Group Company shall, except following reasonable consultation with the Minority Party, enter into any material refinancing of, or amendments to the terms of, any existing Indebtedness of the Group where such Indebtedness is in excess of $5 million in aggregate from the date of this Agreement.

Acquisitions and Disposals

3 No Group Company shall, without Minority Consent:

(a) acquire any interest in any business, company or tangible or intangible assets, the consideration for which, when aggregated with that paid for any previous acquisitions made after the date of this Agreement, exceeds $10 million; or (ii) which was loss making in the 12 months prior to the date of the acquisition; or

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(b) dispose of any interest in any business, company, or assets (i) where the higher of (a) consideration actually received for such disposal, when aggregated with that received from any previous disposals, and (b) the fair market value of the assets disposed of exceeds $10 million; or (ii) which are necessary for the continuation of the business of the Group in the manner carried on at the date of this Agreement; or

(c) agree to do any of the foregoing.

Material Contracts

4 No Group Company shall, without Minority Consent, enter into or agree to enter into any agreement or make any amendment to any existing agreement the terms of which (or, in the case of an amendment, which amendment) provide for or may require (i) payment of any new fee or amount; (ii) prepayment or acceleration of payment of any existing amount; (iii) termination; (iv) negotiation or material variation of terms by the counterparty as a result of Cayman 5 or any Affiliate thereof becoming Controlling Party.

Management

5 The Minority Party shall have the right to appoint two Directors to the Board and the Operating Board, provided always that this shall in no circumstances constitute a majority of the Board or the Operating Board and no limit shall be placed on the number of Directors who may be appointed to the Board or the Operating Board by the Controlling Party. The appointees made by the Minority Party pursuant to this paragraph shall also have the right to attend meetings of the Shareholders.

6 The Controlling Party shall deliver to the Minority Party:

(a) all information reasonably required by the Minority Party to allow it or its Affiliates (i) to comply with applicable statutory reporting or regulatory conduct of business requirements; and (ii) to evaluate its or their investment in the Group and report to its or their investors in the ordinary course;

(b) monthly management accounts, prepared substantially in accordance with CEDC group format, as soon as reasonably practicable following the end of the relevant month;

(c) quarterly management accounts prepared substantially in accordance with the CEDC group format as soon as reasonably practicable following the end of the relevant quarter;

(d) annual audited financial information as soon as reasonably practicable following the end of the relevant financial period; and

(e) the Budget,

and shall (i) disclose to the Minority Party any matters of which it becomes aware which could reasonably be expected to have a material and adverse impact on the operations and condition of the Group; and (ii) keep the Minority apprised of the performance of the Group and allow the Minority Party reasonable access to the management of the Group and to CEDC group management.

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7 All compliance, financial reporting, audit, and audit related costs, shall be borne by the Group except where such costs relate to activities in which the Group would not engage, but for the other provisions of this paragraph 7. The costs that the Group shall be required to bear in connection with such activities shall be limited to a maximum of $300,000 per calendar year. Any costs in excess of $300,000 in any calendar year incurred in connection with such activities shall be borne by CEDC.

Related Party Transactions

8 No Group Company shall, without Minority Consent, enter into any Related Party Transaction or series of related Related Party Transactions with a value in excess of $250,000 in aggregate per annum, provided that Minority Consent may not be withheld in respect of any such Related Party Transactions which the Controlling Party has demonstrated to the reasonable satisfaction of the Minority Party, (i) are entered into in the ordinary course of trading; (ii) are entered into on arm’s length terms; (iii) are working capital neutral to the Group; (iv) do not increase counterparty credit risk for the Group; and (v) where applicable, generate margins for the Group which are comparable to those given to other parties by the related party.

Dividends

9 The Company may (having given not less than 30 days’ written notice to the Minority Party) declare, pay or otherwise make any dividend or other distribution (whether in cash or in specie) subject to the following:

(a) any such dividend received by Cayman 7 shall be applied to the extent required by, and in accordance with the provisions of, the Option Agreement and the Limited Partnership Agreement;

(b) the payment of such dividend shall be subject to all applicable legal and contractual restrictions applicable to the Company or any of its Subsidiaries, which restrictions shall include any legal or contractual restrictions applicable to the direct or indirect provision of funds to the Company by any of its Subsidiaries (whether by dividend, loan or otherwise) which may be necessary in order to enable the Company to pay such dividend without any member of the Group incurring any Indebtedness to any Person (other than to another member of the Group);

(c) no such dividend shall be payable if:

(i) following the payment of such dividend, less than the Minimum Cash Amount would remain held in cash in Lux 3;

(ii) following such dividend the Leverage Ratio (taking into account the payment of such dividend) would be greater than 2.0; or

(iii) the payment of such dividend is not permitted pursuant to the conditions of paragraph f(ii) of the definition of “Permitted Payment” as such term is defined in the Senior Facilities Agreement (in the form amended as at, or prior to, the date of this Agreement) and, where necessary in order to interpret such provisions, incorporating relevant defined terms from the Senior Facilities Agreement).

10 For the purposes of paragraph 9 above:

(a) the “Minimum Cash Amount” shall mean $30 million, save that where the dividend is paid on the Final Cayman 7 Call Option Completion Date and the Final Cayman 7 Call Option is completed in full on that date in accordance with its terms, the “Minimum Cash Amount” shall mean $0; and

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(b) the “Maximum Dividend Amount” shall mean the maximum cash dividend which the Company is able to pay at the relevant time, taking into account the restrictions mentioned in paragraphs 9(b) and 9(c) above and after having made appropriate payment, withholding or reservation of all taxes payable in connection with such dividend.

Miscellaneous

11 The Controlling Party shall not, without Minority Consent, take any action (and the Controlling Shareholder shall procure that each of its Affiliates shall not take any action) in respect of the Group which will or is reasonably likely to be materially prejudicial to the ability of the Lion Holdcos to enforce security in the event of a default by Cayman 7 of its obligations under this Agreement. For the avoidance of doubt, this right extends, without limitation, to restructurings of the Group howsoever effected and to restructurings, whether directly or indirectly, of CEDC’s investment in, or rights of ownership over, the Group, howsoever effected.

Minority Consent

12 Minority Consent shall be given (or denied) within ten Business Days of the date of request by the Controlling Party. If no response is received from the Minority Party within ten Business Days following the date of request by the Controlling Party, Minority Consent shall be deemed to have been given.

13 Minority Consent shall not be unreasonably withheld and the Minority Party agrees to give reasonable consideration to any request for Minority Consent.

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SCHEDULE 5

DEFAULT GOVERNANCE PROVISIONS

This Schedule sets out the provisions which will apply at all times from the Default Control Date.

1 New Issues and Transfer

1.1 Each member of the Group shall be free to make a Capital Increase, free from any pre-emption rights, (any securities issued pursuant to such Capital Increase being the “New Shares”) to any Person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the relevant member of the Group may issue such securities):

1.1.1  in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by any Group Company (a “New Acquisition”);

1.1.2  in order to permit any sellers under a New Acquisition to invest in any Group Company;

1.1.3  in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate;

1.1.4  pursuant to the exercise of the conversion rights under any convertible debt securities issued by any member of the Group;

1.1.5  to any existing or new lender to the Group in connection with the raising of debt finance by any member of the Group from such lender;

1.1.6  where the Capital Increase takes place between members of the Group; or

1.1.7  as part of a Capital Increase pursuant to a Distress Situation.

1.2 In the event of an issue of New Shares not falling within paragraphs 1.1.1 to 1.1.6 above the relevant Group Company shall offer for subscription New Shares (at the same cash price per New Share) first to the Shareholders, in the same class, pro rata to the Shares held by them in order that they be afforded the opportunity to maintain their respective percentage ownership interest in the Group and in the same class of shares held by them (the pre-emptive offers contemplated by this sentence each being known as a “New Offer”).

1.3 The New Offer shall be made by notice stating the number or amount of New Shares being offered, the price at which they are being offered (the “New Offer Price”) and any other terms of the New Offer which the relevant Group Company may apply.

1.4 The New Offer shall remain open for the period (being not less than 30 Business Days) specified in the notice. This period may be shorter if the Shareholders provide their consent to the shorter period of notice.

1.5 The relevant Group Company shall issue the New Shares to those Shareholders who apply for them and in the case of oversubscription for such New Shares as far as practicable in proportion to the number of Shares held by them respectively, but so that an applicant shall not be allotted or granted a number of New Shares greater than the number for which it applied.

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1.6 Any New Shares not taken up under the New Offer may, at any time up to six months after the expiry of the New Offer, be issued or granted by the relevant Group Company at such price (not being less than the New Offer Price), on such terms (being no less favourable to the Company than the terms of the New Offer), in such manner and to such Persons as the Board determines.

1.7 The Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that members of the Group may issue New Shares in accordance with the above provisions.

1.8 From the Default Control Date:

1.8.1  the Lion Parties may, subject always to the provisions of paragraphs 2,3 and 4 of this Schedule, Transfer any Shares they hold; and

1.8.2  Cayman 7 may, subject always to the provisions of paragraphs 3 and 9 of this Schedule, Transfer any of the Shares it holds.

2 Right of First Look

2.1 Cayman 5 hereby agrees with CEDC:

2.1.1  that, prior to the commencement of any formal sale process (including a formal auction process or other analogous situation involving the appointment of a third party financial adviser) (a “Formal Sale Process”) in relation to the sale of all or substantially all of (i) the shares of Lux 1 held by the Company; (ii) the assets of the Group; or (iii) the interest held by the Lion Parties in the Company (together with (i) and (ii), the “First Look Assets”), the Lion Parties or the Company, as the case may be, will engage with CEDC for a period of 30 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and CEDC for the sale to CEDC of any or all of the First Look Assets; or

2.1.2  that, in the event of a possible sale of any of the First Look Assets outside of a Formal Sale Process, prior to (i) granting access to information which constitutes the undertaking of a material due diligence process by a third party; or (ii) signing either (a) exclusivity with a third party or (b) a sale and purchase agreement with a third party, the Lion Parties or the Company will engage with CEDC for a period of 30 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and CEDC for the sale to CEDC of any or all of the First Look Assets.

2.2 If, following the expiry of the 30 day period under paragraphs 2.1.1 or 2.1.2 above the Lion Parties or the Company and CEDC fail to agree upon the price or terms of a sale of the First Look Assets, the Lion Parties or the Company shall, subject to paragraph 3 and paragraph 4, be permitted to dispose of the First Look Assets to such Person and on such terms as the Lion Parties, in their absolute discretion, may determine.

3 Tag-Along Rights

3.1 If the Lion Parties (the “Tag Along Seller”) propose to make a Transfer of any Ordinary Shares to any Person or Persons (other than any Person who would be a Permitted Transferee of any such Lion Party), (the “Tag-Along Purchaser”) by way of a sale (a “Tag-Along Sale”) which Ordinary Shares:

3.1.1  carry; or

47

3.1.2  together in the aggregate with any Ordinary Shares Transferred by the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the 12 month period ending on the date of such sale, carry

10% or more of the voting rights in the Company, the other Shareholders shall have the opportunity (“Tag Along Right”) for the same consideration and on the same terms pursuant to the provisions of this paragraph 3, to sell (subject to paragraph 3.5) to the Tag-Along Purchaser a number of Ordinary Shares (the “Tag-Along Securities”) determined as follows. The number of Ordinary Shares which the other Shareholders shall be entitled to sell pursuant to their Tag-Along Right shall be:

(A/B)×C

where:

A = the aggregate of the number of Ordinary Shares being proposed to be sold by the Lion Parties to the Tag-Along Purchaser and the number of Ordinary Shares Transferred by any of the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the 12 month period ending on the date of such proposed Tag-Along Sale;

B = the aggregate number of Ordinary Shares held by the Lion Parties at the time of such proposed Tag-Along Sale (including the Ordinary Shares proposed to be sold pursuant to such Tag-Along Sale) plus the aggregate number of Ordinary Shares Transferred by any of the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the 12 month period ending on the date of such proposed Tag-Along Sale; and

C = the number of Ordinary Shares held by the other Shareholders at the time of such proposed Tag-Along Sale.

For the avoidance of doubt, the provisions of this paragraph 3.1 shall not include any shares sold pursuant to any previous Tag Along Sale in respect of which the Tag Along Right was previously exercised.

3.2 Not less than twenty days prior to any proposed Tag Along Sale pursuant to this paragraph 3, the Tag Along Seller shall deliver to the other Shareholders written notice (a “Tag Along Notice”) thereof, which notice shall set out:

3.2.1  the total number of Ordinary Shares proposed to be sold to the Tag-Along Purchaser and the aggregate number of Tag-Along Securities which the other Shareholders are entitled to sell pursuant to the Tag-Along Right;

3.2.2  the type and amount of consideration to be paid by the Tag Along Purchaser for each Ordinary Share; and

3.2.3  all other material terms and conditions, if any, of such proposed transaction.

If a Shareholder elects (in such event, a “Participating Shareholder”) to exercise its Tag Along Right and sell some or all of the Tag Along Securities pursuant to this paragraph 3, then the Participating Shareholder shall so notify the Tag Along Seller by notice in writing within fifteen days after the date of the Tag Along Notice and, at the Tag-Along Seller’s request, not less than two Business Days prior to the proposed Transfer, the Participating Shareholder shall deliver to the Tag-Along Seller all documents (if any) required to be executed in connection with such transaction.

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3.3 If the Tag-Along Sale shall not have been completed within 60 days after the date of the Tag-Along Notice (subject to paragraph 3.5), the Tag Along Seller shall promptly return to the Participating Shareholder all documents (if any) previously delivered by the Participating Shareholder to the Tag Along Seller in relation to the contemplated Tag-Along Sale, and all the restrictions on Transfer contained in this Agreement with respect to Shares held or owned by the Tag-Along Seller and such Participating Shareholder shall again be in effect.

3.4 If a Participating Shareholder properly exercises its Tag-Along Right:

3.4.1  the sale of its Tag-Along Securities shall occur concurrently with the sale by the Tag-Along Seller of its Shares;

3.4.2  such Participating Shareholder shall receive for its Tag-Along Securities the same consideration per Share that the Tag-Along Seller receives for its Shares from the Tag-Along Purchaser as set out in the Tag-Along Notice; and

3.4.3  the sale by the Participating Shareholder shall otherwise be on the same terms and conditions upon which the Tag-Along Seller is selling its Shares.

3.5 If the Tag-Along Sale is subject to any prior regulatory approval, the 60 day period during which the Tag-Along Sale may be completed as set out in paragraph 3.2 shall be extended until the expiration of five Business Days after all such approval shall have been received.

3.6 For the avoidance of doubt, the Tag Along rights contained in this paragraph 3 shall not apply to any Transfer by the Lion Parties of the economic interest in, but not the voting rights attaching to, any Ordinary Shares.

4 Drag-Along Rights

4.1 If the Lion Parties propose, at any time, (directly or indirectly) to make a Transfer of Ordinary Shares to any Person or Persons (other than any Person who would be a Permitted Transferee of any Lion Party) (the “Drag-Along Purchaser”), whether for a cash consideration or otherwise, where such Transfer (a “Drag-Along Sale”) would give rise to a Tag-Along Right pursuant to paragraph 3.1 then the Lion Parties (the “Drag-Along Sellers”) may, at their option, require (“Drag-Along Rights”) each of the other Shareholders (each a “Drag-Along Shareholder”) to make a Transfer pursuant to the provisions of this paragraph 4 of such number of Shares (the “Drag-Along Securities”) as determined in accordance with the provisions of paragraph 3.1.

4.2 The Drag-Along Sellers shall deliver to each Drag-Along Shareholder written notice (the “Drag-Along Notice”) of any Transfer proposed to be made pursuant to paragraph 4.1 not later than the twentieth day prior to the proposed Drag-Along Sale, which notice shall set out:

4.3 the type and amount of consideration to be paid by the Purchaser for each Share;

4.3.1  the Person who has expressed an interest in acquiring the Shares;

4.3.2  the number of Drag-Along Securities that each such Drag-Along Shareholder may be required to Transfer (as determined pursuant to paragraph 3.1); and

4.3.3  all other material terms and conditions, if any, of such transaction.

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4.4 If, within 60 days after the date of the Drag-Along Notice (unless such period is extended pursuant to paragraph 4.7), the Drag-Along Sellers complete the Drag-Along Sale in accordance with the terms and conditions set out in the Drag-Along Notice, each Drag-Along Shareholder will sell its Drag-Along Securities to the Drag-Along Purchaser at the same time and on the same terms and conditions upon which the Drag-Along Sellers sell their Shares pursuant to the Drag-Along Sale.

4.5 Within fifteen days after the date of the Drag-Along Notice, the Drag-Along Shareholders shall promptly deliver to the Drag-Along Sellers all documents in their possession reasonably requested in writing by the Drag-Along Sellers and/or the Company and reasonably required to be executed in connection with such Drag-Along Sale. In the event that any of such Drag-Along Shareholders shall fail to deliver such documents to the Drag-Along Sellers, the Company shall cause the books and records of the Company to show that such Drag-Along Securities are bound by the provisions of this paragraph 4.5 and such Drag-Along Securities shall be transferred to the Purchaser promptly upon surrender of such Drag-Along Securities for sale by the holder thereof.

4.6 If no Transfer of the Drag-Along Securities in accordance with the provisions of this Clause 4 shall have been completed within 60 days after the date of the Drag-Along Notice (unless such period is extended pursuant to paragraph 4.7), the Drag-Along Sellers shall return to the Drag-Along Shareholders all documents (if any) previously delivered to the Drag-Along Sellers in relation to the contemplated Drag-Along Sale, and all the restrictions on Transfer contained in this Agreement with respect to Shares owned or held by such Drag-Along Shareholder shall again be in effect.

4.7 If the Transfer of Shares pursuant to a Drag-Along Sale is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received.

4.8 No Transfer of Shares pursuant to a Drag Along Sale shall take place unless:

4.8.1  the consideration payable on the Drag Along Sale for the Shares being sold is at least equal to the Fair Market Value; and

4.8.2  at least seventy-five percent of such consideration is in the form of cash or cash equivalents.

For the purposes of this Clause (and without limitation), any of the following are deemed to be cash:

4.8.3  any liabilities, as shown on the most recent consolidated balance sheet, of the Company that are assumed by the transferee of any such Shares pursuant to a customary novation agreement that releases the Company from liability in respect of those liabilities; and

4.8.4  any securities, notes or other obligation received by the Drag-Along Sellers from the Drag Along Purchaser that are converted by the Drag Along Sellers into cash or cash equivalents within 60 days, to the extent of the cash or cash equivalents received in that conversion.

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5 Permitted Transfers

5.1.1  Any Shareholder may at any time Transfer any or all of its Shares, including all rights and obligations attached to such Shares pursuant to this Agreement to one or more of its Permitted Transferees (and each such Permitted Transferee may in turn only effect any such Transfer to a Permitted Transferee of the initial transferor Party upon the same terms and conditions specified herein) without the consent of the Board or the consent of any other Shareholder so long as (i) such Permitted Transferee shall have executed and delivered to the Company a Deed of Adherence, provided that, if such Transfer relates to some only of the Shares owned by such selling Shareholder, such selling Shareholder shall remain liable for the performance of its obligations under this Agreement in relation to the Shares it continues to hold, and (ii) the Transfer to such Permitted Transferee is not in violation of any securities laws applicable to such Transfer.

5.1.2  If, while a Permitted Transferee holds any Shares, such Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferor Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferor Shareholder received such Shares (an “Unwinding Event”), then:

(a) the relevant initial transferor Shareholder shall forthwith notify the other Shareholders and the Company, as applicable, of the pending occurrence of such Unwinding Event; and

(b) prior to such Unwinding Event, such initial transferor Shareholder shall take all actions necessary to effect a Transfer of all the Shares held by the relevant former Permitted Transferee either back to such Shareholder or, pursuant to this paragraph 5.1.2, to another Person that qualifies as a Permitted Transferee of such initial transferor Shareholder and, until such Transfer has occurred, such relevant former Permitted Transferee shall not be entitled to vote or otherwise Transfer any of its Shares and all other rights with respect to its Shares shall be suspended.

6 Board and information rights

6.1 For so long as the Cayman 7 Share exceeds five per cent., CEDC shall have the right to appoint one director and to nominate one observer to each of the Board and the Operating Board. The observer shall be entitled to attend, but not to vote at, meetings of the Board and the Operating Board. The director and observer appointed by CEDC shall also have the right to attend meetings of the Shareholders. If the Chairman of the Board reasonably believes that there exists a conflict between the interests of the Company and the interests of any director or observer so appointed in relation to any particular matter, the Chairman may direct that the director and observer (i) be excluded from all Board meetings and other discussions relating to the relevant matter; and (ii) shall not be provided with any information relating to the relevant matter (including any information provided pursuant to paragraphs 6.2.2 to 6.2.5 below).

6.2 The Company shall deliver to CEDC:

6.2.1  upon written request, and as soon as practicable, all information required to allow CEDC to comply with applicable listing, reporting and disclosure rules, regulations and requirements of applicable governmental entities and securities exchanges, including, without limitation, the United States Securities and Exchange Commission, the Polish Securities and Exchange Commission, NASDAQ, the Warsaw Stock Exchange, and any other securities exchange on which any security of CEDC is listed or admitted for trading;

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6.2.2  for so long as the Cayman 7 Share exceeds five per cent., monthly management accounts, where available;

6.2.3  for so long as the Cayman 7 Share exceeds five per cent., quarterly management accounts, where available;

6.2.4  for so long as the Cayman 7 Share exceeds five per cent., the Budget; and

6.2.5  for so long as the Cayman 7 Share exceeds five per cent., annual audited financial information as soon as reasonably practicable following the end of the relevant financial period.

7 Related Party Transactions

7.1 No member of the Group shall dispose of or acquire any material tangible or intangible asset owned by the Company or any member of the Group of a value in excess of $250,000 on terms other than arm’s length, unless the Company or a member of the Group has first obtained: (i) the prior written consent of CEDC; or (ii) a fairness opinion from an investment bank or accounting firm of international repute addressed to a member of the Group and delivered to CEDC.

8 Disposals

The following shall apply in relation to any disposal of assets which includes the disposal of the “Green Mark” and/or “Zhuravli” brands of vodka (a “Brand Disposal”).

8.1.1  Any Brand Disposal prior to either (i) the completion of any enforcement of the Pledges or (ii) the release of the pledgor’s rights under the Pledges shall only take place in accordance with the terms of the Pledges.

8.1.2  Any Brand Disposal following either (i) the completion of any enforcement of the Pledges or (ii) the release of the pledgor’s rights under the Pledges shall require the consent of CEDC (not to be unreasonably withheld or delayed) if, at the relevant time, the Cayman 7 Share is equal to or exceeds 15 per cent.

9 Right of First Refusal

9.1 In the event that Cayman 7 (the “Offeror”) proposes to make a Transfer (other than to Permitted Transferees) of any of its Shares (other than pursuant to the provision of paragraphs 3 or 4 of this Schedule) (an “Offer”), it shall, prior to effecting any such Transfer, provide prior written notice (an “Offer Notice”) to the Company and to the Lion Parties (and the Lion Parties shall be the “Offerees”). The Offer Notice shall set out:

9.1.1  the number of Shares subject to the Offer (the “Offered Securities”);

9.1.2  the price per Share at which such Transfer is proposed to be made (the “Offer Price”); and

9.1.3  all other material terms and conditions of the Offer,

(collectively, the “Offer Terms”).

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The Offer Notice shall be revocable at any time prior to acceptance by the Offerees and, if it is revoked, the Offeror may not give a further Offer Notice within six months after the date on which the Offer Notice is revoked, and the remaining provisions of this paragraph 9.1 shall cease to apply in relation to the revoked Offer Notice, and such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

9.2 The Offerees shall be entitled to purchase some or all of the Offered Securities, provided that the allocation of the Offered Securities among the Offerees shall be on such basis as the Offerees may determine, and the Offerees shall notify the Offeror of such allocation.

9.3 The receipt of an Offer Notice by the Offerees shall constitute an offer by the Offeror to sell to the Offerees, for cash, the Offered Securities on the Offer Terms (“Pre-emption Offer”). For a period of thirty days after receipt of the Offer Notice, the Offerees shall have the right, but not the obligation, to accept the Pre-emption Offer in relation to some or all of the Offered Securities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the Offeror.

9.4 Failure by the Offerees to deliver an Acceptance Notice before the expiration of the thirty day period shall be deemed a rejection of the Pre-emption Offer by the Offerees. The tender by the Offerees of an Acceptance Notice to the Offeror shall constitute agreement by the Offerees to purchase, and by the Offeror to sell to the Offerees, Offered Securities specified in the Acceptance Notice on the Offer Terms.

9.5 In respect of each Offer Notice which is accepted as to some or all of the Offered Securities within the thirty day period prescribed by paragraph 9.3, the Offerees shall purchase and pay the Offer Price in cash equivalent terms for such Offered Securities within a further thirty day period of their delivery of an Acceptance Notice, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the time period during which such purchase and sale may be completed shall be extended until the expiration of fifteen Business Days after all such approvals shall have been received, but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the thirty day period from delivery of the Acceptance Notice.

9.6 The Offeror shall have the right for a period of sixty days following the date falling 30 days after service of an Offer Notice to sell any Offered Securities to which such Offer Notice relates and in respect of which an Acceptance Notice has not been delivered pursuant to the provisions of this Clause to any third party (a “Third Party Purchaser”) at a price in cash not less than the Offer Price and otherwise on such terms and conditions no more favourable to the Third Party Purchaser than the Offer Terms, provided that, if the purchase and sale of such Offered Securities is subject to any prior regulatory approval, the time period during which such purchase and sale may be consummated shall be extended until the expiration of fifteen Business Days after all such approvals shall have been received but only to the extent that such application(s) for regulatory approval were promptly made and in any event within the ninety days following the date of the Offer Notice. If any Offered Securities are not sold pursuant to the provisions of this paragraph 9.6 prior to the expiration of the time period prescribed by this paragraph 9.6, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

9.7 The provisions of this paragraph 9 shall not apply in connection with any enforcement of any of the Pledges.

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SCHEDULE 6

US “CHECK THE BOX” ELECTIONS

Entities that have made CTB elections to be treated as disregarded entities	Entities that have made CTB elections to be treated as partnerships	Entities that will make CTB elections to be treated as flow-through entities
Pasalba Limited	Lion/Rally Cayman 1	Lion/Rally Cayman 4
Ushba Distillery	Lion/Rally Cayman 2	Lion/Rally Cayman 5
Latchey Limited		Lion/Rally Cayman 6
“Ushba Trans”		Lion/Rally Cayman 7
Closed Joint Stock Compnay Mid-Russian Distilleries		Lion/Rally Cayman 8
OOO Perviy Kupazhny Zavod		Lion/Rally Cayman 9
ZAO “Sibirsky LVZ”		Lion/Rally Lux 4
LLC “The Trading House Russian Alcohol”
LLC “The Trading House Russian Alcohol – Centre”
LLC “The Trading House Russian Alcohol – North West”
JSC “Distillery Topaz”
JSC “Russian Alcohol Group”
OOO “Chop Rapid BP”
OOO “Chop Schit Topaza”
AUK Holdings Limited
LLC Bravo Premium
Vlakor Trading Limited
LLC “Chorniy & Mikola”
OOO Glavspirttrest
Lion/Rally Cayman 3
Lion/Rally Lux 2
Lion/Rally Lux 3

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IN WITNESS WHEREOF this Agreement has been executed and delivered as a DEED on the date that appears on the first page of this Agreement by:

Executed as a DEED by	)
LION/RALLY CAYMAN 8	)	/s/ Hayley Tanguy
acting by	)	Authorised signatory
	)
in the presence of:	)	/s/ Emilie Ingrouille
		Signature

Witness name: Emilie Ingrouille

Witness address: Second Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey

Executed as a DEED by	)
LION/RALLY CAYMAN 7	)	/s/ Hayley Tanguy
acting by its general partner	)	Authorised signatory
LION/RALLY CAYMAN 8	)
	)
in the presence of:	)	/s/ Emilie Ingrouille
		Signature

Witness name: Emilie Ingrouille

Witness address: Second Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey

Executed as a DEED by	)
LION/RALLY CAYMAN 4	)	/s/ Hayley Tanguy
acting by	)	Authorised signatory
	)
in the presence of:	)	/s/ Emilie Ingrouille
		Signature

Witness name: Emilie Ingrouille

Witness address: Second Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey

55

Executed as a DEED by	)
LION/RALLY CAYMAN 5	)	/s/ Hayley Tanguy
acting by	)	Authorised signatory
	)
in the presence of:	)	/s/ Emilie Ingrouille
		Signature

Witness name: Emilie Ingrouille

Witness address: Second Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey

Executed as a DEED by	)
LION/RALLY CAYMAN 6	)	/s/ Hayley Tanguy
acting by	)	Authorised signatory
	)
in the presence of:	)	/s/ Emilie Ingrouille
		Signature

Witness name: Emilie Ingrouille

Witness address: Second Floor, Tudor House, Le Bordage, St. Peter Port, Guernsey

Executed as a DEED by	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ William V. Carey
acting by	)	Authorised signatory

56

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William V. Carey, President and Chief Executive Officer of Central European Distribution Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Central European Distribution Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

By:	/s/ William V. Carey
	William V. Carey
	President and Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Chris Biedermann, Vice President and Chief Financial Officer of Central European Distribution Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Central European Distribution Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2009

By:	/s/ Chris Biedermann
	Chris Biedermann
	Vice President and Chief Financial Officer (principal financial officer)

EX-32.1

Exhibit 32.1

Written Statement of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer of Central European Distribution Corporation (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Form 10-Q of the Company for the quarterly period ended June 30, 2009, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William V. Carey

William V. Carey

Chairman, President and Chief Executive Officer

August 10, 2009

EX-32.2

Exhibit 32.2

Written Statement of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Financial Officer of Central European Distribution Corporation (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Form 10-Q of the Company for the quarterly period ended June 30, 2009, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Chris Biedermann

Chris Biedermann

Vice President and Chief Financial Officer

August 10, 2009