8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – September 22, 2009

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-1865271
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

(610) 660-7817

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, on March 11, 2008 Central European Distribution Corporation (the “Company”) and certain of its affiliates entered into a Share Sale and Purchase Agreement (the “Original SPA”) and certain other agreements with White Horse Intervest Limited, a British Virgin Islands Company (“Seller”), and certain of Seller’s affiliates, pursuant to which the Company acquired from Seller 85% of the share capital of Copecresto Enterprises Limited, a Cypriot company (“Copecresto”). Copecresto holds various beverage production and distribution assets in Russia, including the “Parliament” and “999,9” vodka brands.

On September 22, 2009, the Company and certain of its affiliates and Seller and certain of Seller’s affiliates entered into (i) an Amendment to the Original SPA (the “Amendment”) and (ii) a Share Sale and Purchase Agreement (the “Minority Acquisition SPA”, and together with the Amendment, the “Transactions”). Pursuant to the Transactions, on September [25], 2009, the Company, through Bols sp. z o.o., a Polish limited liability company and an indirect wholly-owned subsidiary of the Company (“Bols”), acquired from Seller the remaining 15% of the share capital of Copecresto.

Each of the material agreements relating to the Transactions is summarized in greater detail below.

Amendment to the Original SPA

On September 22, 2009, the Company entered into the Amendment by and among the Company, Seller, William V. Carey, Chairman, President and Chief Executive Officer of the Company, and Bols. Under the terms of the Amendment, certain post-closing obligations in the Original SPA regarding payment for certain assets were finalized in order to facilitate completion of the transactions contemplated by the Original SPA, in connection with the completion of the Company’s acquisition of Copecresto pursuant to the Minority Acquisition SPA. In connection with the Amendment, the Company will pay to Seller in October, 2009 remaining consideration for such assets of approximately $16.9 million.

The foregoing summary of the Amendment and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Amendment. The Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. In the event of any conflict between the foregoing summary and the full text of the Amendment, the text of the Amendment shall control.

Minority Acquisition SPA

On September 22, 2009, Bols and Seller entered into the Minority Acquisition SPA. Under the terms of the Minority Acquisition SPA, upon the closing thereof on September 25, 2009, the Company, through Bols, acquired the remaining 15% of the share capital of Copecresto from Seller for a total consideration of $70,167,734. In addition, on September 25, 2009, in connection with the closing of the Minority Acquisition SPA, the Shareholders Agreement, dated March 13, 2008, by and among the Company, Bols, Seller and Copecresto was terminated (a description of which was previously disclosed on March 11, 2008). The Minority Acquisition SPA contains certain customary representations, warranties and covenants for a transaction of this type.

Mr. Sergey Kupriyanov, a member of the Board of Directors of the Company, has an indirect, minority interest in Copecresto and as a result thereof has approximately a 22% interest in the sum of the total payment estimate under the Amendment and the Minority Acquisition SPA. The price terms under the Amendment and the Minority Acquisition SPA were determined based on negotiations among the parties at arms-length.

The foregoing summary of the Minority Acquisition SPA and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Minority Acquisition SPA. The Minority Acquisition SPA is attached hereto as Exhibit 2.2 and is incorporated herein by reference. In the event of any conflict between the foregoing summary and the full text of the Minority Acquisition SPA, the text of the Minority Acquisition SPA shall control.

Item 2.01. Completion of Acquisition or Disposition of Assets.

To the extent required by Item 2.01 of Form 8–K, the information contained in Item 1.01 of this Current Report is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment to Share Sale and Purchase Agreement, dated September 22, 2009, by and among White Horse Intervest Limited, William V. Carey, Central European Distribution Corporation and Bols Sp. z o.o.
2.2	Share Sale and Purchase Agreement, dated September 22, 2009, by and among Bols Sp. z o.o. and White Horse Intervest Limited.

SIGNATURE

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

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

Date: September 28, 2009

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment to Share Sale and Purchase Agreement, dated September 22, 2009, by and among White Horse Intervest Limited, William V. Carey, Central European Distribution Corporation and Bols Sp. z o.o.
2.2	Share Sale and Purchase Agreement, dated September 22, 2009, by and among Bols Sp. z o.o. and White Horse Intervest Limited.

EX-2.1

Exhibit 2.1

WHITE HORSE INTERVEST LIMITED

P.O. Box 3321

Drake Chambers

Road Town

Tortola

British Virgin Islands

Attn:	Mr Sergey Kupriyanov
	by facsimile to +7 495 702 6215

22 September 2009

Dear Sirs,

Copecresto Enterprises Limited

We write further to the Share Sale and Purchase Agreement dated 11 March 2008 and made between White Horse Intervest Limited (the “Seller”), William V. Carey, Central European Distribution Company (“CEDC”) and Bols sp. z o.o. (“Bols”) (the “Purchase Agreement”) and the other Transaction Documents as referred to therein.

We wish to record the terms of our agreement on certain outstanding obligations under the terms of the Purchase Agreement, to make certain amendments to it, and to agree certain other matters, all as set out or described below.

1. Outstanding obligations under the Purchase Agreement

(a) The parties acknowledge and agree that there shall be no payment and no requirement to make any payment under or pursuant to clauses 7.7 or 7.8 of the Purchase Agreement, and that the Expert or Arbitrator appointed pursuant to clauses 7.5 and 7.6 of the Purchase Agreement shall, to the extent still engaged, be immediately stood down.

(b) The parties acknowledge and agree that in respect of the transactions contemplated by the Asset Purchase Agreement (First Interim Period) and the Asset Purchase Agreement (Second Interim Period), Bols shall procure that the Company has in immediately available funds the consideration to be paid in respect of the Final Closing Enhancement being RUR8,373,305. The parties acknowledge and agree that payment of such amount shall discharge Bols’ remaining obligations under clause 11.5 of the Purchase Agreement in respect of the transactions contemplated by the Asset Purchase Agreement (First Interim Period) and the Asset Purchase Agreement (Second Interim Period).

Letter to White Horse Intervest Limited

22 September 2009

Page 2 of 8

(c) The parties acknowledge and agree that in respect of the transactions contemplated by the Asset Purchase Agreement (Final Closing), the obligations under clause 11.5 of the Purchase Agreement (as amended pursuant to paragraph 3 below) shall require Bols to procure that the Company has in immediately available funds (x) the consideration to be paid in respect of the transactions contemplated by the Asset Purchase Agreement (Final Closing), and (y) VAT amounts to be paid in respect of the transactions contemplated by the Asset Purchase Agreement (Final Closing), in each case pursuant to the Asset Purchase Agreement (Final Closing), being RUR287,650,370, and payment of such amount shall discharge Bols’ remaining obligations under clause 11.5 of the Purchase Agreement.

2. Further payment mechanics and timing of payment

(a) Bols and the Seller shall (so far as they are lawfully entitled through the exercise of their respective rights as holders of the outstanding and issued share capital of the Company) procure that the Company shall (so far as it is lawfully entitled through the exercise of its rights as holder of the outstanding and issued share capital of ProductionCo) procure that ProductionCo promptly satisfies, out of the monies referred to in paragraph 1(c) above, its payment obligations to ZAO Firm Urozhay under the Asset Purchase Agreement (Final Closing).

(b) Bols and the Seller shall (so far as they are lawfully entitled through the exercise of their respective rights as holders of the outstanding and issued share capital of the Company) procure that the Company shall (so far as it is lawfully entitled through the exercise of its rights as holder of the outstanding and issued share capital of ProductionCo) procure that ProductionCo promptly satisfies, out of the monies referred to in paragraph 1(b) above, its payment obligations to ZAO Firm Urozhay under the Asset Purchase Agreement (First Interim Period) and the Asset Purchase Agreement (Second Interim Period).

(c) The parties acknowledge that:

(i) that the completion of the transactions contemplated by the Asset Purchase Agreement (Final Closing) and the payments referred to in paragraph 2(a) and (b) above are anticipated to take place on 15 October 2009 and in any event before 31 October 2009; and

(ii) accordingly, the payment of the Cash Holdback Amount by Bols to the Seller pursuant to clause 11.13 of the Purchase Agreement is anticipated to be paid on 15 October 2009 and in any event before 31 October 2009.

Letter to White Horse Intervest Limited

22 September 2009

Page 3 of 8

3. Amendments to the Agreement

We hereby agree that, with effect from the date of this letter:

(a) clause 11.5 of the Purchase Agreement shall be deleted in its entirety and replaced with the following clause:

“11.5 Prior to the completion of each of the transactions contemplated by the Post-Closing Purchase Agreements Bols shall procure that the Company has in immediately available funds (x) the consideration to be paid in respect of the relevant transaction, and (y) VAT amounts to be paid in respect of the relevant transaction.”

(b) the definitions of Cash Holdback Amount and Final Closing Assets set out in Annex A to the Purchase Agreement shall be deleted in its entirety and replaced with the following definition:

“Cash Holdback Amount”	means the positive difference, if any, of USD16,906,720 less (a) the Dollar Equivalent of RUR296,023,675, calculated at the date of payment of each relevant payment to ZAO Firm Urozhay and (b) the Dollar Equivalent of RUR480,000 calculated at the earlier of (i) the date of registration of each respective agreement or (ii) the date of payment of the Cash Holdback Amount to the Seller;
“Final Closing Assets”	means the assets more particularly described in Schedule 8, complete details of which are set out in such Schedule;

(c) Schedule 8 shall be deleted in its entirety and replaced with Annex A hereto.

4. Other matters; certain acknowledgements

(a) Each party hereby agrees and acknowledges that it has no claim against any other party under the terms of the Purchase Agreement or the Company Shareholders’ Agreement so far as known to it and confirms that, on the basis of that party’s actual knowledge, it has no plans to make or advance any such claim.

(b) Without limitation to paragraph 4(a) above:

(i) CEDC irrevocably waives (and shall procure that each of its affiliates and each other entity controlled directly or indirectly

Letter to White Horse Intervest Limited

22 September 2009

Page 4 of 8

by CEDC similarly waive) any and all claims which it may have directly or indirectly against Sergey Kupriyanov, any entity controlled or managed by him or which he was or has been acting on behalf of, and the directors, officers and employees of any such entity, in connection with the management of the Company and/or any of its subsidiaries and/or the business undertaken by them from and including 13 March 2008 to but excluding the date of this letter and undertakes not to make or bring any claim against or seek any contribution from any such person (and further undertakes that no other person claiming under or through it will make or bring any such claim or seek any such contribution) in connection with the same, except in any such case with respect to claims in relation to or involving fraud on the part of any such person or persons acting on the behalf or under the control of any of them;

(ii) the Seller irrevocably waives (and shall procure that each of its affiliates and each other entity controlled directly or indirectly by Sergey Kupriyanov similarly waive) any and all claims which it may have directly or indirectly against CEDC, any entity controlled by it and its and their directors, officers and employees in connection with the management of the Company and/or any of its subsidiaries and/or the business undertaken by them from and including 13 March 2008 to but excluding the date of this letter and undertakes not to make or bring any claim against or seek any contribution from any such person (and further undertakes that no other person claiming under or through it will make or bring any such claim or seek any such contribution) in connection with the same, except in any such case with respect to claims in relation to or involving fraud on the part of any such person or persons acting on the behalf or under the control of any of them; and

(iii) in the event that the releases and undertakings set out in paragraph 4(b)(i) or as the case may be 4(b)(ii) above are found by any court or other competent authority to be invalid, unlawful or unenforceable or are otherwise ineffective in whole or in part for any other reason whatsoever, then the Buyer or as the case may be the Seller shall assign absolutely and unconditionally to the other all its remaining right, title and interest in its rights as would have been waived under paragraph 4(b)(i) or as the case may be 4(b)(ii) above had the same not been so invalid, unlawful or unenforceable or otherwise ineffective.

(c) CEDC and the Seller acknowledge that each expects to grant waivers in similar form to those set out in paragraphs 4(b)(i) and 4(b)(ii) respectively on and with effect to the date on which completion of the

Letter to White Horse Intervest Limited

22 September 2009

Page 5 of 8

transactions contemplated by the Asset Purchase Agreement (Final Closing) and the payments referred to in paragraph 2(a) above take place.

(d) The Seller acknowledges and accepts that it has no expectation of any dividend or distribution from the Company and waives any and all rights which it has or may have in the future to claim or demand the payment of any such dividend or distribution.

(e) The Seller confirms that all rights of ZAO Firm Urozhay in connection with the new land plot, with the total area equal to 0.38 ha, located in Balashikha town, Saltykovka district, Popovka, estate 5 (Production and logistics site), and listed as the first item in Schedule 8 (Final Closing Assets) to the Purchase Agreement, including the right to purchase the land plot at a minimum price available in accordance with Russian law, were effectively and validly transferred by ZAO Firm Urozhay to ProductionCo. The Purchasers acknowledge that they agree and do not object to such transfer and waive any claims that may arise in connection with the land plot not being transferred from ZAO Firm Urozhay to ProductionCo within the timeframe initially contemplated in the Purchase Agreement.

(f) The parties acknowledge that Annex B hereto sets forth copies of the agreements that contain the Final Closing Enhancements Amounts equal to the total of RUR8,373,305. These Final Closing Enhancements are in addition to the Final Closing Enhancements that compose part of the Final Closing Assets listed in Schedule 8 and, for the avoidance of doubt, are included in the calculation of the Cash Holdback Amount. The Seller confirms that the Final Closing Assets and the assets set forth in Annex B will have been effectively and validly transferred in addition to those assets transferred under the Purchase Agreement as of the Final Closing date.

(g) The Seller confirms that Annex C to this letter lists the intangible assets, the assignment of which did not require payment of VAT at the time of the transfer, that the total gross price for assignment of those assets did not change from the price originally contemplated under the Purchase Agreement, that the registration of transfer of the rights under the assignment agreements is evidenced by documents as indicated in Annex C to this letter and that the status of payments in connection with each asset is also indicated in Annex C to this letter. The Purchasers acknowledge and agree to such assignment of the rights, including the price, evidence of the registration and applicable payment status, and waive any claims that may arise that may arise under the Purchase Agreement in such regard.

Letter to White Horse Intervest Limited

22 September 2009

Page 6 of 8

(g) In addition, the parties acknowledge the following regarding the assets listed in Schedule 6 (First Interim Period Assets), Category I, to the Purchase Agreement:

(i) Annex D to this letter lists the assets, the assignment of which has not been completed as of the date of this letter. On the basis of the accuracy of the information imparted by the Seller, its directors, officers, employees and agents, the Purchasers acknowledge that such assignments of the assets are in the process of being recorded in the applicable jurisdictions, as indicated in such Annex, and agree to waive any claims that may arise under the Purchase Agreement in connection with the time it takes to finalise such recordation. The Purchasers acknowledge that it is possible that applications for recordation of the assignments may not be approved by applicable government authorities for legal, practical or other reasons beyond the Seller’s control, and therefore waive any claims the Purchasers may have in this regard insofar as such matters were unknown and could not have been reasonably known to the Seller at the date of this letter. The parties further acknowledge and agree that the agreements, copies of which are attached as Annex H hereto and the total consideration under which equals to RUR480,000, may or may not be registered by the applicable government authorities in the future. Notwithstanding the fact of whether such agreements will ever be registered, Bols agrees that it will (so far as it is lawfully entitled through the exercise of its respective rights as holder of the outstanding and issued share capital of the Company) procure that the Company shall (so far as it is lawfully entitled through the exercise of its rights as holder of the outstanding and issued share capital of DistCo) procure that DistCo promptly pays the consideration under each of the underlying agreements at the earlier of (a) the date of registration of each respective agreement or (b) the date of payment of the Cash Holdback Amount to the Seller. In addition, the Purchasers agree to waive any claims that may arise in connection with the payments received under the underlying agreements that have not been and/or may never be registered.

(ii) The Seller confirms that Annex E to this letter lists the assets, the registration and therefore the assignment of which cannot occur for legal or practical reasons, and specifically that:

(1) the assignment of the industrial design for the bottle in Belarus (item 1 on Annex E) cannot be recorded by the patent office of Belarus because the underlying industrial design application was not approved by the patent office as the industrial design does not exist;

(2) the assignment of the industrial design for the label in Belarus (item 2 on Annex E) was erroneously included in Schedule 6 (First Interim Period Assets), Category I to the Purchase Agreement and, therefore, should be excluded from the list of assets to be assigned;

Letter to White Horse Intervest Limited

22 September 2009

Page 7 of 8

(3) the assignments of the industrial design for the label in the Russian Federation and Ukraine (items 3 and 4 on Annex E) cannot be recorded by the appropriate government authorities because the underlying industrial design applications were not approved by the appropriate government authorities as the industrial design does not exist;

(4) the assignment of the industrial design for the label in Kazakhstan (item 5 on Annex E) was erroneously included in Schedule 6 (First Interim Period Assets), Category I to the Purchase Agreement and, therefore, should be excluded from the list of assets to be assigned;

(5) the assignment of the trade mark “999” in the United States (item 6 on Annex E) has not occurred because the underlying trade mark application cannot be approved as the trade mark is not yet used in the United States; and

(6) the entry for the assignment of the industrial design for the label in the European Union (item 7 on Annex E) appears twice in Schedule 6 (First Interim Period Assets), Category I to the Share Purchase Agreement, and therefore the duplicate entry in the Schedule should be deleted.

(h) The parties acknowledge the form of the Asset Purchase Agreements (Final Closing) as set out in Annex F and each agree to procure that the same shall be entered into by their respective affiliates promptly following FAS approval thereof.

(i) Finally, the parties acknowledge that payment has been made for the transfer of the assets in the total amount equal to RUR423,180 as set forth in the draft sale and purchase agreement, as attached as Annex G hereto, and the parties shall cause the execution of such agreement.

The Purchasers acknowledge and agree to the above and waive any claims that may arise under the Purchase Agreement in connection with the above transfers as referred to and as initially contemplated under the Purchase Agreement.

Letter to White Horse Intervest Limited

22 September 2009

Page 8 of 8

Save as amended hereby, the Purchase Agreement shall continue on full force and effect. Words used by not defined in this letter shall bear the same meanings ascribed to them under the Purchase Agreement. This letter shall be governed by and construed in accordance with the laws of England without giving effect to applicable conflict of laws provisions.

Yours faithfully,

/s/ William Carey

William Carey, for and on behalf of

CENTRAL EUROPEAN DISTRIBUTION COMPANY

/s/ Evangelos Evangelou

Evangelos Evangelou, for and on behalf of

BOLS SP. Z O.O.

/s/ William Carey

WILLIAM V. CAREY

cc:	Akin Gump Strauss Hauer & Feld LLP Ducat Place II 7 Gasheka Street
	Moscow 123056 Russia
	Attn:	Mr Andrei Danilov by facsimile to +7 495 783 7701

AGREED and ACCEPTED
on this 22nd day of September 2009
/s/ Sergey Kupriyanov
Sergey Kupriyanov, for and on behalf of
WHITE HORSE INTERVEST LIMITED
cc:	Dewey & LeBoeuf One Minster Court Mincing Lane
	London EC3R 7YL
Attn:	Mr Stephen J. Horvath III by facsimile to +44 20 7459 5099

EX-2.2

Exhibit 2.2

DATED 22 SEPTEMBER 2009

BOLS SP. Z O.O.

and

WHITE HORSE INTERVEST LIMITED

SHARE SALE AND PURCHASE AGREEMENT

TABLE OF CONTENTS

		Page
1.	Interpretation	1
2.	Sale and Purchase	2
3.	Consideration	3
4.	Closing	3
5.	Seller’s Warranties and Acknowledgments	3
6.	Seller’s Limitation of Liability	3
7.	Third Party Claims	4
8.	Buyer’s Warranties and Acknowledgements	5
9.	Effect of Closing	5
10.	Remedies and Waivers	5
11.	No representations	5
12.	Assignment	5
13.	Termination	6
14.	Termination of Shareholders’ Agreement	6
15.	Further Assurances	6
16.	Variation	6
17.	Notices	7
18.	Announcements	8
19.	Confidentiality	8
20.	Costs and Expenses	9
21.	Invalidity	9
22.	Third Party Rights	10
23.	Counterparts	10
24.	Entire Agreement	10
25.	Currency	10
26.	Language	10
27.	Choice of Governing Law and Arbitration	10
SCHEDULE 1 DEFINITIONS		13
SCHEDULE 2 CLOSING DELIVERABLES		15
SCHEDULE 3 WARRANTIES		16
SCHEDULE 4 SELLER’S ACCOUNT		19

THIS SHARE SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 22 September 2009 among:

(1) BOLS SP. Z O.O., a limited liability company incorporated under the laws of the republic of Poland whose registered office is at ul. Kowanowska 48, 64-600 Oborniki Wielkopolskie, Poland (the “Buyer”); and

(2) WHITE HORSE INTERVEST LIMITED, a company incorporated under the laws of the British Virgin Islands whose registered office is at P.O. Box 3321, Drake Chambers, Road Town, Tortola, British Virgin Islands (the “Seller”).

WHEREAS Copecresto Enterprises Limited (the “Company”) is a company incorporated under the laws of the Republic of Cyprus whose registered office is at Arch Makariou III, 2-4 Capital Center, 9^th floor P.C. 1065, Nicosia, Cyprus has an issued share capital of US$4,000 divided into 7,000 shares of US$1.00 each.

WHEREAS 4,700 shares are held by the Buyer and 1,250 shares are held by CEDC (together being 85 per cent. of the outstanding and issued share capital of the Company).

WHEREAS the remaining 1,050 shares of US$1.00 each (being 15 per cent. of the outstanding and issued share capital of the Company) (the “Sale Shares”) are held by the Seller.

WHEREAS the Seller wishes to sell and the Buyer wishes to buy the Sale Shares on the terms hereof.

WHEREBY IT IS AGREED as follows:

1. Interpretation

1.1 In this Agreement, unless otherwise specified:

1.1.1 capitalised terms shall have the meanings set out in Schedule 1;

1.1.2 references to clauses, sub-clauses, paragraphs, sub-paragraphs, and Schedules are references respectively to clauses, sub-clauses, paragraphs and sub-paragraphs of, and to Schedules to, this Agreement;

1.1.3 a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted except to the extent that any amendment or modification made or coming into effect of any statute or statutory provision after the date of this Agreement would increase or alter the Liability of a party under this Agreement;

1.1.4 headings to clauses and Annexes are for convenience only and do not affect the interpretation of this Agreement;

1.1.5 the Annexes form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include a reference to the Annexes;

1.1.6 references to this Agreement or any other document, or to any specified provision of this Agreement or any other document, are to this Agreement or that document or provision as in force for the time being, as amended, modified, supplemented, varied, assigned or novated, from time to time;

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1.1.7 references to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established, together with its successors and assigns;

1.1.8 references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality), together with its successors and assigns;

1.1.9 words importing the singular include the plural and vice versa, words importing a gender include every gender;

1.1.10 reference to “include” “includes” and “including” will be deemed to be followed by “, without limitation,” unless the context requires otherwise;

1.1.11 references to a “party” or “parties” means a party or the parties to this Agreement;

1.1.12 references to writing shall include any modes of reproducing words in a legible and non-transitory form;

1.1.13 references to “US dollars,” “dollars” or to “US$” shall be construed as references to the lawful currency for the time being of the United States of America;

1.1.14 general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things;

1.1.15 where any statement or Warranty is qualified by “so far as the Seller is aware” or “to the Seller’s knowledge” or any similar expression or otherwise refers to the knowledge or awareness of the Seller, that statement shall be deemed to be made only on the basis of the actual knowledge of the Seller having made due and careful enquiry of Alexei Youriev, Sergei Kuprianov, Valery Gorbatenkov and Yuri Maximov; and

1.1.16 where any statement or Warranty is qualified by “so far as the Buyer is aware” or “to the Buyer’s knowledge” or any similar expression or otherwise refers to the knowledge or awareness of the Buyer, that statement shall be deemed to be made only on the basis of the actual knowledge of the Buyer having made due and careful enquiry of William V. Carey, Chris Biedermann and Evangelos Evangelou.

2. Sale and Purchase

2.1 Subject to the terms of this Agreement, at Closing the Seller shall sell and the Buyer shall purchase the Sale Shares free from any Encumbrances.

2.2 Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Closing. Following Closing, the Buyer shall be entitled to exercise all rights attached or accruing to the Sale Shares including voting rights and the right to receive all dividends, distributions or any return of capital declared, paid or made on or after the Closing Date.

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3. Consideration

3.1 The consideration for the purchase of the Sale Shares shall be an amount equal to US$70,167,734 (the “Consideration”).

3.2 If any payment is made by the Seller to the Buyer (or any permitted assignee of the Buyer’s rights hereunder) in respect of any Claim, the Consideration shall so far as permitted by law be deemed to have been reduced by the amount of such payment.

3.3 Wherever in this Agreement provision is made for the payment of monies by one person to another, such payment shall be effected by electronic transfer for same day value to the account specified in writing by the party entitled to the payment at least three Business Days prior to such payment being due or otherwise to such account as is specified herein for such purpose.

4. Closing

4.1 Closing shall take place on the third Business Day following the date of this Agreement, or (subject to clause 13) on such later date as is mutually agreed in writing between the Seller and the Buyer (the “Closing Date”).

4.2 Closing shall take place at the offices of the Seller’s Solicitors or such other place as the parties may agree, at which the Seller and the Buyer shall take the actions set out in Schedule 2 (including without limitation the payment of the Consideration) in the order listed therein.

4.3 At Closing, all of the actions and transactions contemplated by Schedule 2 shall and shall be deemed to occur simultaneously.

5. Seller’s Warranties and Acknowledgments

5.1 The Seller warrants to the Buyer in the terms set out in Part A of Schedule 3 as at the date of this Agreement and (by reference to the facts then existing) at the Closing Date. Save in relation to fraud, the Buyer’s rights to make a Claim, and the Seller’s aggregate Liability in respect of Claims, shall be subject to the limitations set out in clause 6.

5.2 The Warranties are separate and independent and shall not be limited by reference to or inference from any other Warranty, or any other term of this Agreement or any document referred to in it.

6. Seller’s Limitation of Liability

6.1 No Claim shall be made unless the Seller shall have been given written notice by the Buyer or any permitted assignee of the Buyer’s rights hereunder of such Claim prior to the date falling three years following the Closing Date, which notice shall specify in reasonable detail (so far as then known to that the Buyer or as the case may be the permitted assignee of the Buyer’s rights hereunder) the matters subject to the Claim and the amount in respect of which such Claim is made.

6.2 The aggregate Liability of the Seller in respect of all Claims shall not in any event exceed an amount equivalent to the Consideration.

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6.3 The Seller shall not be liable to satisfy any Claim if and to the extent that such Claim is based upon a Liability which is contingent only, unless such contingent Liability becomes an actual Liability and is due and payable.

6.4 If any fact or circumstance comes to the notice of the Buyer which (in the reasonable opinion of the Buyer) is reasonably likely to constitute or give rise to a Claim the Buyer shall:

6.4.1 as soon as reasonably practicable, and in any event within ten Business Days, notify the Seller giving, so far as practicable, such material details of the Claim as are then known to the Buyer; and

6.4.2 keep the Seller reasonably informed of all material developments in relation to the Claim.

PROVIDED THAT any failure to do so shall not impede, limit or otherwise prejudice the relevant Claim, PROVIDED FURTHER THAT the Seller may separately counterclaim for breach of this clause 6.4.

6.5 Nothing in this Agreement shall obviate any duty of the Buyer or any permitted assignee of the Buyer’s rights hereunder, as applicable at law to mitigate all and any losses howsoever arising in respect of any Claim.

6.6 Neither Buyer nor any permitted assignee of the Buyer’s rights hereunder shall be entitled to recover damages or obtain payment, reimbursement or restitution more than once in respect of any Claim.

6.7 The Seller shall not be liable under any of the Warranties to the extent that the Buyer or the relevant member of the Buyer’s group has already recovered in respect of the fact, matter or event that gives rise to a breach thereof.

6.8 The Buyer shall be entitled to bring Claims under one or more applicable Warranties or other provisions of this Agreement in respect of the same matter, fact or circumstance but any Liability in respect of such matter, fact or circumstance shall be calculated without duplication of recovery by reason of such matter, fact or circumstance constituting a breach of more than one Warranty or other provisions of this Agreement.

6.9 No Liability shall attach to the Seller by reason of any breach of any of the Warranties to the extent that the loss that is the subject of the relevant Claim has been made good or is otherwise compensated for.

6.10 If the Seller pays, at any time, the Buyer or any permitted assignee of the Buyer’s rights hereunder an amount pursuant to a Claim and the Buyer or a member of the Buyer’s Group subsequently recovers from some other person (including an insurer) any sum in respect of the matter giving rise to such Claim, the Buyer shall, or as the case may be shall procure that the permitted assignee of the relevant Buyer’s rights hereunder shall, repay to the Seller so much of the amount so paid by the Seller as does not exceed the sum recovered from such other person.

7. Third Party Claims

The parties acknowledge that in the event there is a Third Party Claim in respect of which the Buyer is entitled to bring a Claim against the Seller, the parties shall discuss in good faith with a view to agreeing upon an approach in relation to the Third Party Claim that is in the common interests of both parties, insofar the same is reasonably practicable.

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8. Buyer’s Warranties and Acknowledgements

8.1 The Buyer warrants to the Seller in the terms set out in Part B of Schedule 3 as at the date of this Agreement and (by reference to the facts then existing) at the Closing Date. Save in relation to fraud, the Seller’s rights to make a Claim, and the Buyer’s aggregate Liability in respect of Claims, shall be limited to an amount equivalent to the Consideration.

8.2 The Warranties are separate and independent and shall not be limited by reference to or inference from any other Warranty, or any other term of this Agreement or any document referred to in it.

9. Effect of Closing

9.1 Any provision of this Agreement which is capable of being performed after (but which has not been performed at or before) Closing, and all Warranties and other undertakings contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Closing.

9.2 Nothing in this Agreement, the obligations of the parties hereunder or the Closing shall terminate or otherwise affect the rights or obligations of the parties under the Original SPA.

10. Remedies and Waivers

10.1 No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided under this Agreement or any other documents referred to herein shall impair such right, power or remedy, or operate as a waiver thereof.

10.2 The single or partial exercise of any right, power or remedy provided under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

11. No representations

Without prejudice to the rights of the parties arising out of the express terms of this Agreement, no party shall be liable (in equity or tort, under the Misrepresentation Act 1967 or in any other way) in respect of any misrepresentation made in connection herewith or in connection with any other document which is entered into by the parties or any of them in connection with this Agreement.

12. Assignment

12.1 Subject to clause 12.2, neither party shall assign, or purport to assign, all or any part of the benefit of, or its rights or benefits under, this Agreement (including the Warranties and any causes of action arising in connection with any of them), no party shall make a declaration of trust in respect of or enter into any arrangement whereby it agrees to hold in trust for any other person all or any part of the benefit of, or its rights or benefits under, this Agreement (including the Warranties and any causes of action arising in connection with any of them) and no party shall sub-contract or enter into any arrangement whereby another person is to perform any or all of its obligations under this Agreement, in each case without the prior written consent of the other party.

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12.2 The Buyer may at any time and without the prior written consent of the Seller assign the whole or part of any of its rights or benefits under this Agreement (but not, for the avoidance of doubt, the obligations under this Agreement) to CEDC.

12.3 Except as expressly permitted by this clause 12, any assignment of this Agreement, or any right or obligation arising under it, shall be void.

13. Termination

13.1 This Agreement:

13.1.1 may be terminated at any time by mutual written consent of the Seller and the Buyer; and

13.1.2 shall terminate upon written notice by any party to be given to each other party if Closing shall not have occurred on or prior to the Long Stop Date or on such later date as is mutually agreed in writing between the Seller and the Buyer in accordance with clause 4.1.

13.2 If this Agreement terminates in accordance with clause 13.1, and without limiting any party’s right to claim damages (or such other remedies as may be available at law or in equity) in respect of antecedent breaches, all obligations of the parties under this Agreement shall end (except for the provisions of clauses 17, 18, 19, 20 and 27), but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

14. Termination of Shareholders’ Agreement

The parties acknowledge that the Shareholders’ Agreement shall terminate upon the transfer of Sale Shares on the Closing Date pursuant to clause 16 of the Shareholders’ Agreement.

15. Further Assurances

15.1 Both of the parties shall from time to time at its own cost, on being required to do so by the other party, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the party concerned as they may reasonably consider necessary to transfer the Sale Shares to the Buyer and otherwise give full effect to this Agreement.

15.2 Without limitation to clause 15.1 but subject always to clause 19, each of the Seller and the Buyer agrees that it shall, upon a request from any other party or from any Competent Authority, promptly co-operate with and provide all necessary information reasonably requested by any such Competent Authority in respect of its proper and lawful enquiries in connection with this Agreement and the arrangements relating thereto from any such Competent Authority.

16. Variation

This Agreement may only be varied in writing signed by both of the parties.

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17. Notices

17.1 Any notice or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing.

17.2 Any such notice or other communication shall be addressed as provided in clause 17.3 and, if so addressed, shall be deemed to have been duly given or made as follows:

17.2.1 if sent by personal delivery, upon delivery at the address of the relevant party;

17.2.2 if sent by international courier, upon receipt of a confirmation of delivery; and

17.2.3 if sent by facsimile, upon receipt of a confirmation of transmission,

PROVIDED THAT if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside Working Hours, such notice or other communication shall be deemed to be given or made at the start of Working Hours on the next Business Day (or at the start of Working Hours on that day if the relevant notice or other communication would otherwise be deemed to have been given before Working Hours on a Business Day).

17.3 The relevant addressee and facsimile number of each party for the purposes of this Agreement, subject to clause 17.4, are:

Name of party:	For the attention of:	Facsimile No.:
Seller	Sergey Kupriyanov	+7-495-500-3149
Buyer	Christopher Biedermann	+48-22-375-1810

The addresses of the Seller and the Buyer are as set out at the commencement of this Agreement.

Any notice or other communication to the Seller shall be addressed as above, with a copy to:

Akin Gump Strauss Hauer & Feld LLP

Ducat Place II

7 Gasheka Street

Moscow 123056 Russia

Attn: Andrei Danilov

Facsimile No.: +7-495-783-7701

Any notice or other communication to the Buyer shall be addressed as above, with a copy to:

Dewey & LeBoeuf

One Minster Court

Mincing Lane

London EC3R 7YL

United Kingdom

Attn: Stephen J. Horvath III

Facsimile No.: +44-20-7459-5099

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17.4 Either party may notify the other of a change to its name, relevant addressee, address or fax number for the purposes of clause 17.3 PROVIDED THAT such notification shall only be effective on:

17.4.1 the date specified in the notification as the date on which the change is to take place; or

17.4.2 if no date is specified or the date specified is less than five clear Business Days after the date on which notice is given, the date falling five clear Business Days after notice of any such change has been given.

18. Announcements

18.1 Subject to clause 18.2, no announcement concerning the sale of the Sale Shares or any ancillary matter shall be made by any party (and each of the Seller and the Buyer shall procure that no member of their respective Groups shall make any such announcement) without the prior written approval of the other party, such approval not to be unreasonably withheld or delayed.

18.2 Either party may make an announcement, or permit or allow any other member of its Group to make an announcement, concerning the sale of the Sale Shares or any ancillary matter if and to the extent required by:

18.2.1 the law of any relevant jurisdiction;

18.2.2 any securities exchange or regulatory or governmental body to which such party or Group member is subject or submits, wherever situated, whether or not the requirement for information has the force of law;

in which case the party concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such announcement with the others before making (or as the case may be permitting or allowing) such announcement.

18.3 The restrictions contained in this clause 18 shall continue to apply after the termination of this Agreement or Closing for a period of three years.

19. Confidentiality

19.1 Subject to clause 19.2, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to:

19.1.1 the provisions of this Agreement;

19.1.2 the negotiations relating to this Agreement;

19.1.3 the subject matter of this Agreement; or

19.1.4 any other party.

19.2 Notwithstanding clause 19.1, any party may disclose Confidential Information if and to the extent that:

19.2.1 it is required by the law of any relevant jurisdiction;

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19.2.2 it is required by any securities exchange or regulatory or governmental body to which it is subject or submits, wherever situated, whether or not the requirement for information has the force of law;

19.2.3 it is disclosed on a strictly confidential basis to the professional advisers, auditors and bankers of that party;

19.2.4 the information has come into the public domain through no fault of that party or any of its Affiliates;

19.2.5 each other party has given its prior written approval to the disclosure; or

19.2.6 such disclosure is required to enable that party to enforce its rights under this Agreement;

PROVIDED THAT (unless contrary to law or the direction of any governmental authority) any such information disclosed pursuant to clauses 19.2.1 or 19.2.2 shall be disclosed only after notice to and consultation with the other party, to the extent that such notice and consultation is reasonably practicable in the circumstances.

19.3 Both of the parties hereby agrees that they shall not use Confidential Information for any purpose other than the performance of their obligations under this Agreement (and the transactions contemplated hereby) or in connection with the Business or their evaluation of the same, or in connection with the enforcement of their rights hereunder.

19.4 The restrictions contained in this clause 19 shall continue to apply after the termination of this Agreement or Closing for a period of three years.

20. Costs and Expenses

Each party shall pay its own costs and expenses in relation to the preparation, negotiation and execution of this Agreement and the negotiations leading up to the same, and each party shall be responsible for the costs and expenses of its own advisors.

21. Invalidity

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any competent jurisdiction, such provision shall not affect or impair:

21.1 the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

21.2 the legality, validity or enforceability under the law of any other jurisdiction of such provision or any other provision of this Agreement.

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22. Third Party Rights

The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person who is not a party to this Agreement.

23. Counterparts

This Agreement may be executed in counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute but one and the same instrument.

24. Entire Agreement

This Agreement (and all other documents which are entered into by the parties or any of them in connection with this Agreement) contain the whole agreement between the parties relating to the subject matter of this Agreement and such other documents at the date hereof. Each party acknowledges that it has not been induced to enter this Agreement by, and in agreeing to enter into this Agreement it has not relied on, any representation or warranty except as expressly stated or referred to in this Agreement and/or any such other document and, so far as permitted by law (and except in the case of fraud) the parties hereby waive any remedy in respect of (and acknowledges that no other party nor any of its agents, directors, officers or employees have given) any such representations or warranties which are not expressly stated or referred to in this Agreement and/or any such other document.

25. Currency

For the avoidance of doubt, all payments made pursuant to this Agreement shall be denominated in US dollars.

26. Language

All portions of this Agreement are prepared in the English language only.

27. Choice of Governing Law and Arbitration

27.1 This Agreement shall be governed by and construed in accordance with the laws of England without giving effect to applicable conflict of laws provisions.

27.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the London Court of International Arbitration (the “LCIA Rules”), which rules are deemed to be incorporated by reference into this Agreement. There shall be three arbitrators, and the parties agree that one arbitrator shall be nominated by each of the Seller and the Buyer. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-nominated arbitrators within fourteen days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA Court. The seat or place of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The award shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction.

27.3 Nothing in this agreement shall prevent the parties or any of them seeking interim relief or conservatory measures in aid of the arbitration proceedings or for the

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enforcement of any arbitral award, PROVIDED THAT the parties agree that they may only seek, and shall only be entitled to, such relief as is consistent with clause 27.2. Without prejudice to such provisional remedies that may be granted by a national court in aid of arbitration, the arbitral tribunal shall have full authority to grant interim or conservatory measures, to order a party to seek modification or vacation of interim or conservatory measures issued by a national court, and to award damages or give other appropriate relief for the failure of any party to respect the arbitral tribunal’s orders to that effect.

27.4 The parties hereby waive their rights to apply or appeal under Sections 45 and 69 of the Arbitration Act 1996.

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IN WITNESS WHEREOF the parties have entered in to this Agreement the day and year first before written.

SIGNED by Evangelos Evangelou	)
for and on behalf of	)	/s/ Evangelos Evangelou
BOLS SP. Z O.O.	)
SIGNED by Sergey Kupriyanov	)
for and on behalf of	)	/s/ Sergey Kupriyanov
WHITE HORSE	)
INTERVEST LIMITED	)

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SCHEDULE 1

DEFINITIONS

In this Agreement:

“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, through the ownership of voting securities, by contract, as trustee, executor or otherwise. In the case of the Seller, “Affiliate” includes the direct or indirect ultimate beneficial holders of shares of the Seller and any person controlled by such holders;

“Business” means the business conducted at Closing by the Company and its subsidiaries and includes management and operation of the alcoholic beverages production and sale business related to the “Parliament” and “999,9” brands;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in London, Moscow, Nicosia, Tortola and Warsaw;

“Buyer’s Group” means the Buyer and its respective Affiliates and “member of the Buyer’s Group” means any and all of the Buyer and its respective Affiliates and, for the avoidance of doubt, from and after Closing shall include the Company;

“CEDC” means Central European Distribution Corporation, a Delaware corporation whose registered office is at 2 Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania, 19004, USA;

“Claim” means a claim for breach of any of the Warranties;

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

“Competent Authority” means any court of law or tribunal, any government, governmental or quasi-governmental agency, department, authority or regulatory body, any Tax Authority and any local authority, in each case within the Russian Federation;

“Confidential Information” means the confidential information as described in clause 19.1;

“Consideration” has the meaning as defined in clause 3.1;

“Encumbrance” means any interest of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security, title, retention or any other security agreement or arrangement;

“Group” means the Buyer’s Group or the Seller’s Group as the case may be;

“Law” includes all applicable legislation, statutes, directives, regulations, judgments, decisions, licenses, permits, consents, decrees, notices, directives, policies, orders, by-laws and other legislative measures or decisions, treaties, conventions and other agreements between states, or between states and supranational bodies and rules of common or civil law, in each case, having the force of law and having effect in, any jurisdiction;

“LCIA Rules” has the meaning as defined in clause 27.2;

“Letter of Amendment” means the letter dated 22 September 2009 amending the terms of the Original SPA and executed by the Seller, William V. Carey, CEDC and the Buyer.

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“Liabilities” means any and all liabilities, duties and obligations of every description, including interest whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent, ascertained or unascertained or disputed and whether owed or incurred severally or jointly and as principal or surety;

“Long Stop Date” means the 20th Business Day following the date of this Agreement;

“Original SPA” means the share sale and purchase agreement dated 11 March 2008 and made between the Seller, William V. Carey, CEDC and the Buyer under which the Buyer acquired some 3,400 shares of US$1.00 each in the capital of the Company;

“Seller’s Account” means the bank account of the Seller specified in Schedule 4;

“Seller’s Group” means the Seller and its Affiliates, and a “member of the Seller’s Group” means any and all of the Seller and its Affiliates and, for the avoidance of doubt, from and after Closing shall exclude the Company;

“Seller’s Solicitors” mean Akin Gump Strauss Hauer & Feld LLP of Ducat Place II, 7 Gasheka Street, Moscow, Russia;

“Shareholders’ Agreement” means the shareholders’ agreement between the Buyer, the Seller, CEDC and the Company, dated 13 March 2008;

“Tax” means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction; and any penalty, fine, surcharge, interest, charges or costs relating thereto, and Taxation shall have the same meaning;

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

“Third Party Claim” means a Claim by a person other than a member of the Seller’s Group, the Buyer’s Group, the Company, or any Affiliate of any of them brought after Closing;

“Warranties” means the warranties set out in Schedule 3; and

“Working Hours” means 9.30 a.m. to 5.00 p.m. on a Business Day.

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SCHEDULE 2

CLOSING DELIVERABLES

At Closing, the Seller and the Buyer shall take the following actions simultaneously but notionally in the order listed below:

1. The Buyer shall deliver to the Seller a copy of a resolution (certified by a duly appointed officer as true and correct) of the appropriate management body of the Buyer authorising the execution of, and the performance by it of this Agreement and its obligations thereunder.

2. The Seller shall deliver to the Buyer a copy of a resolution (certified by a duly appointed officer as true and correct) of the appropriate management body of the Seller and each relevant member of the Seller’s Group authorising the execution of and the performance by the Seller and by such members of their respective obligations under this Agreement.

3. The Seller shall deliver duly executed resignations of Sergey Kupriyanov and Panagiotis I. Kinanis from the Board of Directors of the Company, executed in customary form and, waiving (to the extent the Seller is able to procure such waiver, having used its reasonable endeavours to do so) any and all rights such directors may have against the Company as the case may be save for (specified) unpaid salary, fees and out of pocket expenses (if any).

4. The Buyer shall procure that the Company’s director(s) pass a resolution authorising the transfer of the Sale Shares.

5. The Buyer shall pay to the Seller’s Account an aggregate amount equal to the Consideration (and to provide copies of documents confirming debit and transfer of such amounts to the Seller’s Account).

6. The Seller shall deliver to the Buyer (on behalf of itself) the duly completed and executed instrument of transfer for all of the Sale Shares in the name of the Seller as transferor and the Buyer, as transferee.

7. The Buyer shall procure a waiver from CEDC pursuant to the Articles of Association of the Company, the Shareholders’ Agreement and otherwise in respect of the transaction contemplated by this Agreement.

8. The Buyer shall deliver to the Seller copies of the resolutions (certified by a duly appointed officer as true and correct) of the appropriate management bodies of the Buyer and CEDC authorising the execution of, and performance by them of the Letter of Amendment in respect of the Original SPA, and their obligations thereunder.

9. The Seller shall deliver to the Buyer a copy of a resolution (certified by a duly appointed officer as true and correct) of the appropriate management body of the Seller authorising the execution of, and the performance by it of the Letter of Amendment in respect of the Original SPA, and their obligations thereunder.

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SCHEDULE 3

WARRANTIES

PART A (SELLER’S WARRANTIES)

1. Ownership of the Shares

1.1 Save as altered or prejudiced by any direct or indirect act of the Buyer, the Seller legally and beneficially owns all of the Sale Shares free from any Encumbrances and all such Sale Shares together represent 15 per cent. of the authorised and issued share capital of the Company. Save as altered or prejudiced by any direct or indirect act of the Buyer, there is no agreement or commitment to give or create Encumbrances on or over the Sale Shares or any of them and, so far as the Seller is aware, no claim has been made by any person to be entitled to any.

1.2 The Sale Shares have been validly issued and allotted and are fully paid up.

1.3 The Seller is entitled and empowered to sell and transfer the Sale Shares to the Buyer on the terms set out in this Agreement.

2. Capacity of the Seller

2.1 The Seller has the requisite capacity, power and authority to enter into and perform its obligations under this Agreement.

2.2 The Seller has taken all necessary corporate action required by its constitutional or organisational documents to permit it to enter into and perform its obligations under this Agreement.

2.3 This Agreement constitutes, when executed, constitute binding obligations of the Seller, as applicable, in accordance with their respective terms.

2.4 The execution and delivery by the Seller of this Agreement and the performance by the Seller of its obligations under this Agreement will not (or with the giving of notice or lapse of time would not):

2.4.1 result in a breach of any provision of the constitutional or organisational documents of the Seller;

2.4.2 result in a breach of any order, judgment or decree of any court or governmental agency to which the Seller is a party or by which the Seller is bound or any contractual commitment to which the Seller is bound.

3. Insolvency

3.1 No order has been made and no resolution has been passed for the winding up of the Seller and, so far as the Seller is aware, no petition has been presented for the purpose of winding up the Seller.

3.2 No administration order has been made and, so far as the Seller is aware, no petition for such an order has been presented in respect of the Seller.

3.3 So far as the Seller is aware, no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Seller.

3.4 So far as the Seller is aware, no voluntary arrangement has been proposed under section 1 Insolvency Act 1986 in respect of the Seller.

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3.5 So far as the Seller is aware, none of the Seller is insolvent, or unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or has stopped paying its debts as they fall due.

3.6 Nothing analogous or substantially analogous to any of the foregoing has occurred anywhere in the world.

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PART B (BUYER’S WARRANTIES)

1. Capacity of the Buyer

1.1 The Buyer has the requisite capacity, power and authority to enter into and perform its obligations under this Agreement.

1.2 The Buyer has taken all necessary corporate action required by its constitutional or organisational documents to permit it to enter into and perform its obligations under this Agreement.

1.3 This Agreement constitutes, when executed, constitute binding obligations of the Buyer, as applicable, in accordance with their respective terms.

1.4 The execution and delivery by the Buyer of this Agreement and the performance by the Buyer of its obligations under this Agreement will not (or with the giving of notice or lapse of time would not):

1.4.1 result in a breach of any provision of the constitutional or organisational documents of the Buyer;

1.4.2 result in a breach of any order, judgment or decree of any court or governmental agency to which the Buyer is a party or by which the Buyer is bound or any contractual commitment to which the Buyer is bound.

2. Insolvency

2.1 No order has been made and no resolution has been passed for the winding up of the Buyer and, so far as the Buyer is aware, no petition has been presented for the purpose of winding up the Buyer.

2.2 No administration order has been made and, so far as the Buyer is aware, no petition for such an order has been presented in respect of the Buyer.

2.3 So far as the Buyer is aware, no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Buyer or all or any of their respective assets.

2.4 So far as the Buyer is aware, no voluntary arrangement has been proposed under section 1 Insolvency Act 1986 in respect of the Buyer.

2.5 So far as the Buyer is aware, the Buyer is not insolvent, or unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or has stopped paying its debts as they fall due.

2.6 Nothing analogous or substantially analogous to any of the foregoing has occurred anywhere in the world.

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SCHEDULE 4

SELLER’S ACCOUNT

Bank:	ING Bank (Suisse) S.A.,
	30 avenue de Frontenex-CH-1211 Geneva 6
Beneficiary:	WHITE HORSE INTERVEST LIMITED
	COMMONWEALTH TRUST LIMITED,
	DRAKE CHAMBERS,
	TORTOLA, BRIT.VIRG.ISLANDS

A/C NO.:	6387112
SWIFT:	BBRUCHGGXXX
IBAN USD:	CH25 0864 0638 7112 0010 1
IBAN EUR:	CH95 0864 0638 7112 0010 2
IBAN CHF:	CH68 0864 0638 7112 0010 3

Corr. Bank USD:

Account:	04024587
Bank:	Deutsche Bank New York
Swift:	BKTRUS33XXX

Corr. Bank EUR:

Account:	1009418419000
Bank:	Deutsche Bank Frankfurt
SWIFT:	DEUTDEFFXXX

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