10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-K/A

Amendment No. 1 to Form 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 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.)
3000 Atrium Way, Suite 265, Mount Laurel, New Jersey	08054
(Address of Principal Executive Offices)	(Zip code)

Registrant’s telephone number, including area code: (856) 273-6980

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share

(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

Not Applicable

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

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  ¨    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 (§232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K.  ¨.

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 aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2009, was approximately $ 992,188,312 (based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market).

As of February 22, 2010, the registrant had 69,451,680 shares of common stock outstanding.

Documents Incorporated by Reference

Portions of the proxy statement for the annual meeting of stockholders held on April 29, 2010 are incorporated by reference into Part III.

TABLE OF CONTENTS

		Page
EXPLANATORY NOTE			1
PART I
Item 1.	Business		2
Item 2.	Properties		23
Item 3.	Legal Proceedings		24
Item 4.	Submission of Matters to a Vote of Security Holders		24
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters		24
Item 6.	Selected Financial Data		26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		27
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		53
Item 8.	Financial Statements and Supplementary Data		54
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		96
Item 9A.	Controls and Procedures		96
PART III
Item 10.	Directors and Executive Officers of the Registrant		98
Item 11.	Executive Compensation		98
Item 12.	Security Ownership of Certain Beneficial Owners and Management		98
Item 13.	Certain Relationships and Related Transactions		98
Item 14.	Principal Accountant Fees and Services		98
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		99
Signatures			100

The disclosure and analysis of Central European Distribution Corporation, or the Company, in this report contain forward-looking statements, which provide the Company’s current expectations or forecasts of future events. Forward-looking statements in this report 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 affiliates operate, as well as the integration of recent acquisitions and other investments and the effect of such acquisitions and other investments on the Company;

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

• information about the impact of governmental regulations on the Company’s businesses;

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

• other statements that are not historical facts.

Words such as “believes”, “anticipates” and “intends” may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the factors described in the section entitled “Risk Factors” in this report. Other factors besides those described in this report could also affect actual results. You should carefully consider the factors described in the section entitled “Risk Factors” in evaluating the Company’s forward-looking statements.

You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks the Company describes in the reports it files from time to time with the Securities and Exchange Commission, or SEC.

In this Form 10-K and any amendment or supplement hereto, unless otherwise indicated, the terms “CEDC”, the “Company”, “we”, “us”, and “our” refer and relate to Central European Distribution Corporation, a Delaware corporation, and, where appropriate, its subsidiaries.

EXPLANATORY NOTE

CEDC is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Form 10-K/A”) to amend its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2010 (the “2009 Form 10-K”). This Form 10-K/A amends the 2009 Form 10-K by (i) revising our disclosure in (a) Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operation) to (1) under “—Statement of Liquidity and Capital Resources,” further describe the financial and non-financial performance indicators that our management uses to assess our business and (2) under “—The Company’s Future Liquidity and Capital Resources,” describe in quantitative and qualitative terms the financial ratios and other covenants applicable to our credit lines, facilities and other financings; (ii) revising our disclosure in Part II, Item 8 (Financial Statements and Supplementary Data) to, under “—Shipping and Handling Costs,” provide additional information regarding such costs for each year presented; (iii) filing Exhibits 10.18, 10.21 and 10.37, respectively, to the 2009 Form 10-K in their entirety, including any schedules, attachments or exhibits thereto as Exhibits 10.51, 10.52 and 10.53, respectively, to this Form 10-K/A; (iv) filing Exhibits 10.19, 10.39 and 10.51, respectively, to the 2009 Form 10-K as Exhibits 2.21, 2.22 and 2.23, respectively, to this Form 10-K/A; (v) revising our certifications in Exhibits 31.1 and 31.2 to be worded exactly as required by Item 601(b)(31) of Regulation S-K and (vi) revising our certifications in Exhibits 32.1 and 32.2 to refer to the fiscal year ended December 31, 2009.

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In addition, this Form 10-K/A updates the 2009 Form 10-K with respect to Items 6, 7, 7A and 8 as previously disclosed on CEDC’s Current Report on Form 8-K filed with the SEC on November 23, 2010 (the “Prior Form 8-K”). As disclosed in the Prior Form 8-K, effective January 1, 2010, as a result of requirements set out in ASC 810, CEDC changed the method of consolidation of the Whitehall Group, in which we controlled 49% of voting interest at that time, from consolidation to the equity method of accounting. This change was applied retrospectively to all the periods presented in the financial statements. Additionally, for the purpose of financial reporting, Management analyzed the requirements of U.S. GAAP (mainly ASC 360-10 PP&E and ASC 205-20 Presentation of Financial Statements) and concluded that as of March 31, 2010, the Company’s activities meet the required criteria and therefore it is necessary to present the Company’s distribution business, explained below, as a component held for sale and as a discontinued operation. This resulted in the recording of certain adjustments to amounts previously reported, including changes that affected CEDC’s previously reported net income. These adjustments are described in further detail in Note 1 to the Consolidated Financial Statements.

These updates to CEDC’s 2009 Form 10-K do not attempt to modify or update any other disclosures set forth in CEDC’s 2009 Form 10-K, except as required to reflect the adjustments described above, and do not update or discuss any other developments affecting CEDC subsequent to March 1, 2010. Accordingly, these updates to CEDC’s 2009 Form 10-K should be read in conjunction with CEDC’s filings made with the SEC subsequent to the filing of CEDC’s 2009 Form 10-K, including any amendments to those filings. Subsequent to the filing of this Form 10-K/A for the year ended December 31, 2009 CEDC will file its Annual Report on Form 10-K for the year ended December 31, 2010.

Except as described above, no other changes have been made to the 2009 10-K, and this Amendment No. 1 does not otherwise amend, update or change the financial statements or disclosures in the 2009 10-K.

PART I

Item 1. Business

Central European Distribution Corporation (“CEDC”), a Delaware corporation incorporated on September 4, 1997, and its subsidiaries (collectively referred to as “we,” “us,” “our,” or the “Company”) operate primarily in the alcohol beverage industry. We are the largest producer of vodka in the world and are Central and Eastern Europe’s largest integrated spirit beverages business, measured by total volume, with approximately 30.5 million nine-liter cases produced and sold in 2009. Our business primarily involves the production and sale of our own spirit brands (principally vodka), the importation on an exclusive basis of a wide variety of spirits, wines and beers and the distribution of alcoholic beverages. Our primary operations are conducted in Poland, Russia and Hungary. We have eight manufacturing facilities located in Poland and Russia, and a total work force of more than 7,550 employees.

In Poland, we are the largest vodka producer with a brand portfolio that includes Absolwent, Zubrówka, Bols, Palace and Soplica brands, each of which we produce at our Polish distilleries. Absolwent and Bols are the top-selling vodkas in the mainstream and premium segments, respectively, in Poland.

We are also the largest vodka producer in Russia, the world’s largest vodka market. Our Green Mark brand is the top-selling mainstream vodka in Russia and the second-largest vodka brand by volume in the world and our Parliament and Zhuravli brands are the two top-selling sub-premium vodkas in Russia. We also produce and distribute Royal, the top-selling vodka in Hungary. We believe the strength of our brands is a key component to the success of our company. For the year ended December 31, 2009, our Polish and Russian operations accounted for 59.2% and 38.4% of our revenues and 49.3% and 51.7% of our operating profit, respectively.

We are a leading importer of spirits, wines and beers in Poland, Russia and Hungary, and we generally seek to develop a complete portfolio of premium imported wines and spirits in each of the markets we serve. We maintain exclusive import contracts for a number of internationally recognized brands, including Jim Beam Bourbon, Campari, Jägermeister, Remy Martin Cognac, Guinness, Corona, Budvar, E&J Gallo wines, Carlo Rossi wines, Sutter Home wines, Metaxa Brandy, Sierra Tequila, Teacher’s Whisky, Cinzano, Old Smuggler, Grant’s Whisky and Concha y Toro wines. We are also the largest distributor of alcoholic beverages in Poland, with a broad nationwide distribution network and extensive brand portfolio.

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Our strong market position and broad portfolio of brands in Poland, and our platform for further expansion in the Russian spirit market established through our recent acquisitions in Russia, are two of our key competitive strengths, which we believe will enhance our position as Central and Eastern Europe’s largest integrated spirit beverage business. Through the integration of Russian Alcohol Group (which we refer to as Russian Alcohol) and the Copecresto Enterprises Limited (which we refer to as Parliament) businesses, we expect to generate significant synergies.

In addition to our operations in Poland, Russia and Hungary, our three primary markets, we have distribution agreements for our vodka brands in a number of key export markets including the United States, Japan, the United Kingdom, France and many other Western European countries. In 2009, exports represented 2.1% of our sales by value.

Our Competitive Strengths as a Group

Strong market position in Poland—We are a leading producer and importer of alcoholic beverages in Poland. Our brand portfolio includes top-selling brands that we produce as well as brands which we import on an exclusive basis. We also distribute a wide range of locally produced alcoholic beverages. Our broad portfolio of products, which includes over 700 brands of alcoholic beverages, allows us to address a wide range of consumer tastes and trends as well as wholesaler needs. Our economy brands have benefited recently from challenging economic conditions, while our premium and mainstream brands, including Absolwent and Bols, enable us to benefit from long-term premiumization trends taking place with Polish consumers. Our portfolio of top selling vodka brands and leading import brands also provides us with bargaining power in our dealings with large retail chains. Additionally, our distribution infrastructure provides us with the distribution leverage to serve independent retailers and on-trade locations.

Solid platform for further expansion in the fragmented Russian spirits market—We are the largest vodka producer in Russia, producing approximately 18.0 million nine-liter cases in 2009. With the inclusion of Parliament, the Whitehall Group (which we refer to as Whitehall) and Russian Alcohol products, we have a large portfolio of alcoholic beverages, including Green Mark, the top-selling mainstream vodka brand in Russia and the second largest vodka brand by volume in the world, and Parliament and Zhuravli, the two top-selling sub-premium vodka brands in Russia. These brands are supported by a combined sales force of approximately 1,538 people. We believe our combined size and the geographic coverage of our sales force will contribute to market share gains and enable us to benefit from ongoing consolidation in the Russian spirits market. Furthermore, we believe we have the necessary infrastructure to take advantage of growth opportunities with minimal additional costs.

Our sales force in Russia includes approximately 1,300 people allocated to Exclusive Sales Teams, or ESTs. ESTs are employed by wholesalers that carry our vodka products but focus exclusively on the merchandising, marketing and sale of this portfolio. Because spirits advertising is heavily regulated in Russia, we believe that this structure provides us with meaningful marketing benefits as it allows us to maintain direct relationships with retailers and to ensure that our products receive prominent shelf space. Wholesalers who employ our ESTs are solely compensated through a rebate on purchases of our vodka brands. This arrangement enables us to maintain an expansive and exclusive sales force covering all regions of Russia with no associated fixed overhead costs.

Attractive import platform for international spirit companies to market and sell products in Poland, Russia and Hungary—Our existing import platform, under which we are the exclusive importer of numerous brands of spirits, wines and beers into each of our core markets, combined with our sales and marketing organizations in Poland, Russia and Hungary provide us with an opportunity to continue to expand our import portfolio. We believe we are well positioned to serve the needs of other international spirit companies that wish to sell products in these markets but lack the necessary distribution network and sales experience.

Attractive market dynamics—We believe that a combination of factors make Poland and Russia attractive markets for companies involved in the alcoholic beverage industry.

• Russia and Poland rank as the largest and fourth-largest markets for vodka in the world, respectively, by volume, and vodka accounts for over 90% of all spirits consumed in both markets. Wine and beer consumption have also increased in both Poland and Russia, and we believe spirits sales value in both markets will continue to grow. As the largest producer of vodka and a leading importer of wine and beer in both countries, we are well positioned to service demand in our markets.

• We believe that consumers in Poland and Russia increasingly demand a wider range of wine and spirits from mainstream to sub-premium brands, both domestically produced and imported, and we are well positioned to meet that demand in the coming years with top-selling brands in the domestic vodka mainstream and sub-premium categories. Additionally, we believe that, unlike many of our competitors, we are well positioned to meet that demand with the combination of our market-leading domestically produced products and our exclusive import portfolio.

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• In Poland and Russia, we believe, based on industry statistics and our own experience, that approximately 60-65% of vodka sales are still made through the so-called “traditional trade,” which consists primarily of smaller independently owned stores. The traditional trade provides our primary source of sales, which we serve in Poland through our nation-wide next day distribution platform and sales to third party wholesalers. In Russia, we believe our large, dedicated sales force, which includes both a traditional sales force and ESTs, gives us a competitive advantage over our competitors in an extremely fragmented wholesaler and retailer environment.

Professional and experienced management team—Our management team, led by William Carey, has over 35 years of experience in the alcoholic beverages industry and has executed and integrated over 20 acquisitions within Poland, Russia and Hungary over the past ten years.

Growth Strategies

Realize synergies through the consolidation of our Russian businesses—We have acquired three of the leading spirit and wine businesses in Russia. With our acquisitions of Parliament and Russian Alcohol, we have the leading overall vodka position as well as the leading mainstream and sub-premium brands in Russia. Through our significant economic interest in Whitehall, we have a leading import portfolio in Russia. We intend to integrate our Russian vodka businesses, which are currently managed separately, in order to better leverage our management expertise and business relationships and also to take advantage of cross selling opportunities. We believe that opportunities exist to improve operational profitability in Russia by eliminating operating cost overlap between the companies. By combining our market leading Russian brands with Whitehall’s exclusive import portfolio, and leveraging the combined sales and distribution system of Parliament and Russian Alcohol, we believe we will be able to enhance our leading market position in Russia.

Capitalize on the Russian market consolidation—The Russian vodka market is currently fragmented, and we believe we have the necessary resources to take market share from struggling competitors. We estimate that the top five vodka producers in Russia accounted for estimated 44% of the total market share in 2009 as compared to an estimated 26% in 2006. We believe, based on our experience of consolidation trends in Poland, that the combined market share of the top five vodka producers in Russia could increase from 44% to 70-80% in the next five years as the Russian market continues to consolidate. We intend to capitalize on our leading brand position, our expansive sales and distribution network and the impact of the current economic situation to expand our market share in Russia.

Develop our portfolio of exclusive import brands—In addition to the development of our own brands, our strategy is to be the leading importer of wines and spirits in the markets where we operate. We have already developed an extensive wine and spirit import portfolio within Poland. In Russia, we intend to capitalize on the import platform of Whitehall and the combined sales and marketing strength of Parliament and Russian Alcohol by developing new import opportunities and capitalizing on the overall growth in imports. In 2009, we began to import several new brands to Russia, including DeKuyper, Jose Cuervo, Gallo and Borco and we expanded our exclusive Polish import relationship with Campari to include Hungary.

Continue to focus on sales of our domestic and export brands and exclusive import brands—Within Poland and Hungary, we look to continue to leverage the strength of our existing and long-standing sales and distribution networks to support our higher margin, owned and exclusive import brands. We also intend to seek new export opportunities for our vodka brands, such as Zubrówka, through new export package launches and product extensions. We are also in the process of completing an extensive program to develop new packaging and marketing programs for Bols, Zubrówka, Absolwent, Royal and Palace vodka in our core markets.

Recent Acquisitions

On September 25, 2009, the Company and certain of its affiliates acquired the remaining 15% of the share capital of its subsidiary, Parliament. Parliament owns various alcoholic beverage production and distribution assets in Russia, including the Parliament vodka brand, which is a top selling sub-premium vodka brand in Russia.

On July 9, 2008, the Company, Lion Capital LLP (“Lion Capital”) and certain other investors completed an investment pursuant to which the Company acquired an indirect equity stake in Russian Alcohol of approximately 42% and Lion Capital acquired substantially all of the remainder of the equity. The Company renegotiated the terms of this investment during 2009, acquiring 100% of the equity interests in Lion/Rally Cayman 6, a Cayman Islands company that is a holding company owning 100% of the equity interests in Russian Alcohol (“Cayman 6”). Pursuant to agreements entered into in November 2009, the Company acquired all of the equity interests in Cayman 6 not held by the Company, though Lion Capital retained the sole voting share in Cayman 6 until after receipt of antimonopoly clearances for the acquisition of Russian Alcohol from the Russian Federal Antimonopoly Commission or

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FAS and the Antimonopoly Committee of the Ukraine. On January 20, 2010, following receipt of the required approvals, the Company acquired the sole voting share of Cayman 6 from Lion Capital and thereby acquired control of Russian Alcohol. Russian Alcohol is the largest vodka producer in Russia and produces leading vodka brands such as Green Mark, which is the number one vodka brand in Russia, and Zhuravli, a top selling premium vodka brand behind the Company’s Parliament.

Industry Overview

Poland

The total net value of the alcoholic beverage market in Poland was estimated to be approximately $7 to $9 billion in 2009. Total sales value of alcoholic beverages at current prices decreased by approximately 5% from December 2008 to December 2009. This decrease was due, for the most part, to the effects of the world-wide economic crisis. Poland fared better than most countries in the region, but was nevertheless affected. Beer and vodka account for approximately 90% of the value of sales of all alcoholic beverages.

The alcoholic beverage distribution industry in Poland is competitive. We compete primarily with other distributors and indirectly with hypermarket chains and discount chains. We compete with various regional distributors in all regions where our distribution centers and satellite branches are located. Competition with these regional distributors is greatest with respect to domestic vodka brands. The number of hypermarkets (which have been the primary threat to alcoholic beverage distributors in Western Europe because they purchase directly from producers) has stabilized in Poland. However, there has been strong growth of discount chains. With these discount chains taking a bigger and bigger market share from the traditional trade, the alcohol distribution industry is changing.

Spirits

We are one of the leading producers of vodka in Poland. We compete primarily with eight other major spirit producers in Poland, most of which are privately-owned while the remainder are still state-owned. The spirit market in Poland is dominated by the vodka market. Domestic vodka consumption dominates the Polish spirits market with over 96% market share, as Poland is the fourth largest market in the world for the consumption of vodka and one of the top 25 markets for total alcohol consumption worldwide. The Polish vodka market is divided into four segments based on quality and price(*):

• Top premium and imported vodkas, with such brands as Finlandia, Absolut, Bols Excellent, Chopin, and Królewska;

• Premium segment, with such brands as Bols Vodka, Sobieski, Wyborowa, Smirnoff, Maximus, and Palace Vodka;

• Mainstream segment, with such brands as Absolwent, Batory, Zlota Gorzka, Luksusowa, Soplica, Zubrówka, Zoladkowa Gorzka, Polska; and

• Economy segment, with such brands as Starogardzka, Krakowska, Boss, Niagara, Czysta Slaska, Prezydent, Z Czerwona Kartka, and Ludowa.

(*) Brands in bold face type are produced by us.

We produce vodka in all four segments and have our largest market share in the mainstream and premium segments. Though vodka brands compete against each other from segment to segment, the most competition is found within each segment. As we have a presence in each category and have four of the top ten best selling vodka brands in Poland, and have approximately a 26% market share measured by value, we are in a good position to compete effectively in all four segments.

In terms of value, the top premium and imported segment accounts for approximately 6% of total sales volume of vodka, while the premium segment accounts for approximately 18% of total sales volume. The mainstream segment, which is the largest, now represents 50% of total sales volume. Sales in the economy segment currently represent 28% of total sales volume.

Wine

The Polish wine market, which grew to an estimated 95.6 million liters in 2009, is represented primarily by two categories: table wines, which account for 2% of the total alcohol market, and sparkling wines, which account for 1% of the total alcohol market. As Poland has almost no local wine production, the wine market has traditionally been dominated by imports, with lower priced

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Bulgarian wines representing the bulk of sales. However, over the last three years, sales of new world wines from regions such as the United States, Chile, Argentina and Australia have seen rapid growth. In 2009, it is estimated that sales of wine from these regions grew by 11% in volume. Also in 2009, our exclusive agency brand, Carlo Rossi, became the number one selling wine in Poland in value replacing wines from old Warsaw Pact nations.

We believe that consumer preference is trending towards higher priced table wines. The best selling wines in Poland previously retailed for under $3 per bottle. Currently, the best selling wines retail in the $4-$7 range.

Beer

Poland is the fourth largest beer market in Europe. Sales of beer were down an estimated 10% in volume in 2009 but still account for 50% of the total sales value of alcoholic beverages in Poland.

Three major international producers, Heineken, SAB Miller and Carlsberg, control 88% of the market through their local brands.

Russia

Russia, with its official production of approximately 1.13 billion liters in 2009, is by far the largest vodka market worldwide. The Russian vodka market is fragmented, with, in our estimation, the top five producers having a combined volume market share of approximately an estimated 44% in 2009. This number is up from 2006 when the top five producers only had an estimated 26% market share. Further sector consolidation has been ongoing in recent years, with the potential to continue in the near term despite the market being down 9% in 2009. We estimate that the number of vodka producers in the market has decreased by half over the last five years, and the number of licensed vodka manufacturers has dropped from 324 in 2004 to 145 in 2008. The Russian vodka market is well protected from foreign imports, primarily due to efficient mass production, limited advertising and high logistics costs, making it difficult to compete with local producers. In addition, the Russian government has begun to introduce new legislation to limit the impact of unofficial production which could be beneficial in the short to medium term as the unofficial production is currently estimated at 40%, which is extremely high compared to other jurisdictions in which we operate.

We believe we are well-positioned to continue to gain market share in 2010 as we have the leading brands by volume and value in the mainstream and sub-premium categories, dedicated ESTs in place and experienced management not only at the corporate level but also at the operating level. In addition, the Russian government has put in place very restrictive policies on the advertising of spirits. We believe these policies make it difficult for any competitor to buy market share by out-spending its rivals.

Spirits

Vodka consumption dominates the Russian spirits market with over 95% market share. The Russian vodka market is divided into five segments based on quality and price: top premium, premium, sub-premium, mainstream, and economy. In terms of value, the top premium segment accounts for approximately 0.1% of total sales volume of vodka, while the sub-premium and premium segment accounts for approximately 9.3% of total sales volume. The mainstream segment now represents 41.3% of total sales volume. Sales in the economy segment currently represent 49.3% of total sales volume. as consumers have traded up from economy brands to mainstream and sub-premium brands continue, a trend we expect to continue.

Vodka represented 95% of the total Russian spirits market in 2009. Although our belief is that the vodka market decreased approximately 9% in 2009 versus 2008, we believe that the market will stabilize in the first half of 2010 and that the premiumization that had occurred for 7 years before the crisis will return as wages begin to rise in Russia. As before, we believe the premiumization process should most benefit the mainstream and sub-premium brands at the expense of the economy brands. We believe we are well-positioned for this with the best selling brands in both the sub-premium and mainstream sectors. In addition, with our current capacity and relatively little capitalization expense, we plan to introduce new brands to the market to capture sales in any sector outside of the economy sector that we believe will have the most dynamic growth potential.

The Russian vodka market is quite fragmented, with the top five producers only having an estimated 43% market share in 2009 as compared to an estimated 78% market share in Poland and an estimated 80% market share in the Ukraine. We believe that the Russian market will experience trends similar to those experienced in the Polish market and will continue to see further consolidation of the market as the retail infrastructure further consolidates and develops and the effects of the economic crisis stabilize and diminish. We believe that this consolidation post crisis will increase significantly over the next 3-5 years.

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Wine

According to market data, Russia has relatively low wine consumption per capita (about 8.5 liters per year). It is expected to grow at an estimated 8.6% compound annual growth rate during the period from 2007-2012. It is estimated that the Russian wine market grew by 10% in 2009 and will grow at an 8.1% compound annual growth rate in volume terms during the period 2007-2012, and even more in value terms.

Currently the fastest growing category in the Russian wine market is sparkling wine. In 2009, sparkling wine sales grew 12% by volume and 20% by value terms, according to Euromonitor. Despite the fact that domestic wines prevail on the market, the share of imported higher quality wines has been constantly growing. We believe we can benefit in the future from the growing Russian wine market through the import and distribution of high-value wines and the addition of new wines to our import and distribution portfolio in Russia. We have recently signed with Gallo to import on an exclusive basis Gallo’s Carlo Rossi wine selection. Through Whitehall, we import wines from Constellation, Concho Toro and LVMH as well as others.

Long Drinks

The Long Drinks or Ready to Drink market in Russia consists of pre-mixed beverages with 9% or less alcohol content. The key segments of the market are gin-based drinks, Alco-Energy drinks and fruit-based drinks. Our Bravo Premium distillery produces the gin-based Bravo Classic brand, which accounts for approximately 50% of our long drinks sales volume. In the gin-based segment we have a 14% market share, in the Alco-Energy segment we have a 16% and in the fruit-based segment we have a 7% market share. We have focused over the last two years in improving the profitability of these products through a combination of more targeted selling and mix improvement. The Long Drinks business has shown significant improvement in 2009 as compared to prior years.

Hungary

Spirits

The Hungarian spirit market is dominated primarily by bitters and brown spirits. Currently, the most popular spirit drinks are Jägermeister, Royal Vodka, Fütyülos, Kalinka vodka, Unicom, Metaxa, Ballantines and Johnnie Walker. The current significant trends in the Hungarian spirit market are the overall decrease in total spirit consumption and a pronounced move by the consumer to branded imported spirits. Our Royal Vodka brand is the number one selling vodka in Hungary. In addition, Hungary is now the third largest market in the world for sales of our exclusive agency brand, Jägermeister.

We believe that the total size of the spirit market in Hungary is approximately 58 million liters which has declined in 2009 by approximately 10%. However despite the decreasing total sales volume of spirits, we believe that the share of imported spirits, the segment in which we operate, is growing (increasing 5% from 2008 to 2009, and 16.2% in the past five years), while the consumption of local spirits is in decline. The increasing share of import was a result of eliminated custom duty and the improving purchasing power since the EU accession, as well as the continuous marketing and advertising activities of the imported spirit brands.

The spirit market is split into two major segments in Hungary: local producers and importers. The local producers are primarily dealing with low-cost, mainstream or below, local products, as well as with premium fruit-based spirits (palinka). The import spirit market is more competitive and relatively fragmented. The major players are the market leader Zwack Unicum Zrt (with an interest in both the local and import spirit segment), CEDC as the biggest spirit importer company, and Bacardi-Martini, Pernod Ricard Hungary, and Heinemann. Our advantage in Hungary is the combination of our wide portfolio which has the number one leading brands in the vodka, bitter and imported brandy categories, and our experienced sales and marketing team which offers premium service and builds strong brand equities.

Operations by Country

Poland

We are a leading vodka producer by value and volume in Poland, and one of the largest producers of vodka in the world. We own two production sites in Poland: Bols and Polmos Białystok. In the Bols distillery, we produce the Bols and Soplica vodka brands, among other spirit brands. Bols vodka is the number one selling premium vodka in Poland by volume and value. Soplica has consistently been one of the top ten mainstream selling vodkas in Poland. Polmos Białystok produces Absolwent, which is one of the leading vodkas in Poland for the last eight years. In addition to the Absolwent brand, Polmos Białystok also produces Zubrówka, which also is exported out of Poland to many markets around the world, including the United States, England, Japan and also France, where it is the number two imported premium vodka by volume.

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We are the leading importer of spirits, wine and beer in Poland. We currently import on an exclusive basis approximately 40 leading brands of spirits, wine from over 40 producers and 5 brands of beer.

We are also the leading national distributor of alcoholic beverages in Poland by value, and we believe we offer one of the broadest portfolios of alcoholic beverages with over 700 brands. We operate in a highly fragmented market, primarily served by an estimated 50 wholesale groups. We operate the largest nationwide delivery service in Poland, and we provide next day delivery through our 18 distribution centers, 124 satellite branches and large fleet of delivery trucks. We believe that we are the leading distributor in each category of alcoholic beverages we distribute in Poland, except for beer.

Brands

We produced and sold approximately 9.0 million nine-liter cases of vodka through our Polish business in 2009 in the four main vodka segments in Poland: top premium, premium, mainstream and economy.

Our mainstream Absolwent brand has been one of the leading vodkas in Poland for the last eight years, based on volume and value. Bols vodka is the number one selling premium vodka in Poland and number two in Hungary by value. Soplica, a mainstream brand, has consistently been one of the top 10 selling vodkas in Poland. Our Zubrówka brand is the second best selling flavored and colored vodka in Poland and is exported to markets around the world. In 2009, we sold abroad approximately 184,000 nine-liter cases of Zubrówka. In addition, we produce the top selling vodka in Hungary, Royal Vodka, which we distribute through our subsidiary Bols Hungary.

Import Portfolio

We have exclusive rights to import and distribute approximately 40 leading brands of spirits, wine and beer into Poland and distribute these products throughout the country. We also provide marketing support to the suppliers who have entrusted us with their brands.

Our exclusive import brands in Poland include the following:

LIQUEURS	WHITE SPIRITS	BROWN SPIRITS	VERMOUTH & BITTERS	WINE & CHAMPAGNES	BEER	NON ALCOHOLIC
Disaronno Amaretto	Patron Tequila	Jim Beam	Cinzano—vermouth	Sutter Home	Guinness	Evian
Sambuca	Tequila Sierra	Camus	Campari	Miguel Torres	Kilkenny
Amaretto Gozio	Cana Rio Cachaca	Remy Martin	Jaegermeister	Concha y Toro	Bitburger
Amaretto Florence	Gin Finsbury	Metaxa		Gallo	Budweiser
Amaretto Venice	Nostalgia Ouzo	Brandy Torres		Carlo Rossi	Corona
Cointreau	Grappa Piave	Brandy St Remy		B. P. Rothschild
Passoa	Grappa Primavera	Whisky William’s		Frescobaldi
Bols Liqueurs	Tequila Sauza	Whisky Teacher’s		Codorniu
	Gin Hendricks	Whisky Old Smuggler		Piper Heidsieck Penfolds
		Whisky Glen Grant		Trivente Rosemount
		Grant’s		Trinity Oaks
		Glenfiddich		Terra d’oro
		Balvenie		M.Chapoutier
		Clan MacGregor		Boire Manoux
		Rum Old Pascas		Faustino
				J.Moreau & Fils
				Kressmann
				Laroche

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Sales Organization and Distribution

Our business involves the distribution of products that we import on an exclusive basis and products we produce from our two distilleries (Bols Poland and Polmos Białystok). In addition, we handle the distribution of a range of products from the local and international drinks companies operating in Poland for which we are the largest distributor for many of such suppliers.

We operate the largest nationwide next-day alcoholic beverage delivery service with 18 distribution centers and 124 satellite branches located throughout Poland. We distribute over 700 brands of alcoholic beverages consisting of a wide range of alcoholic products, including spirits, wine and beer, as well as non-alcoholic beverages.

The following table illustrates the breakdown of our sales in Poland in the twelve months ended December 31, 2009, 2008 and 2007:

Sales Mix by Product Category	2009			2008			2007
Vodka		73	%		76	%		72	%
Beer		9	%		9	%		9	%
Wine		10	%		7	%		8	%
Spirits other than vodka		4	%		6	%		10	%
Other		4	%		2	%		1	%
Total		100	%		100	%		100	%

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We distribute products throughout Poland directly to approximately 25,000 outlets, including off-trade establishments, such as small and medium-size retail outlets, petrol stations, duty free stores, supermarkets and hypermarkets, and on-trade locations, such as bars, nightclubs, hotels and restaurants, where the products we distribute are consumed. These accounts are serviced by approximately 650 salespeople in Poland. One of our key objectives is to distribute more of our own products over time and, to that end, we have established an incentive compensation system for our salespeople for both products that we produce and products that we import exclusively into Poland.

Beginning in 2006, we implemented a more targeted sales approach. We narrowed the focus of our domestically located salespeople by assigning each sales person to a specific channel: key accounts (hypermarkets, discount stores and gas stations), on-trade accounts or traditional trade accounts.

The hypermarket and discount channels require a dedicated national sales team to handle their specific requirements. This team is responsible for promoting our brands in these national chains by implementing below the line activities, such as price promotions and pallet displays.

The use of a national, dedicated on-trade only sales team, the largest sales team of its kind in Poland to date, to work closely with bar, restaurant and hotel owners provides us with a key opportunity to promote and sell our brands and build brand awareness and brand equity with consumers. This is especially important given the restrictions on media advertising for spirits. The traditional trade sales force continues to focus on the channel in Poland that is still the dominant area in terms of sales volume. In addition, each of these account groups is also assigned a marketing and merchandizing team that works in conjunction with the sales team to serve the client.

The overall trend in distribution over the last number of years has been the consolidation of the hypermarkets and the growth of the discount chains and locally-owned super market chains. These stores typically go direct to the producers or importers and cut out the distribution that the traditional trade relies on. This is resulting in a more competitive landscape for distribution companies that focus on one market sector such as alcoholic beverages and not across many sectors to get the scale that will be required to keep competitive.

Export activities

With a number of brands to export from Poland and Russia and with full control of both Parliament and Russian Alcohol, we are currently restructuring our export department to expedite the positioning of the brands we believe have the greatest export potential. To that end, we have divided the export team into three regions: the ex CIS countries, which include our Green Mark and Parliament brands, among others, and Western Europe; the Middle East, Africa and Duty Free; and the third region, the Americas and Asia Pacific. The last two groups will concentrate on our Green Mark, Zubrowka and Parliament brands, among others.

During 2009, our core export brands were Parliament, which grew by 16.7% in Germany, and Zubrowka, which was primarily exported to the United Kingdom, France, Japan and the United States. In 2010, we plan to develop other markets and brands and current markets more aggressively than we have over the last few years. As an example, we are replacing our old importer of Zubrowka in the United States with Remy Cointreau USA and are in discussions with other importers to assist us in developing our brands around the world.

We are continuing to develop our third party private label export business in which we produce vodka to be sold under labels other than our own. Customers range from major retail chains in Europe to premium brand owners in the United States. For example, we currently produce Ultimat vodka (an ultra luxury vodka sold primarily in the United States) for Patron.

Sources and Availability of Raw Materials for Spirits that We Produce

The principal components in the production of our distilled spirits are products of agricultural origin, such as rectified spirit, as well as flavorings, such as bison grass for Zubrówka, and packaging materials, such as bottles, labels, caps and cardboard boxes. We purchase raw spirit, bison grass and all of our packaging materials from various sources in Poland by contractual arrangement and through purchases on the open market. Agreements with the suppliers of these raw materials are generally negotiated with indefinite terms, subject to each party’s right of termination upon six months’ prior written notice. The prices for these raw materials are negotiated every year.

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We have several suppliers for each raw material in order to minimize the effect on our business if a supplier terminates its agreement with us or if disruption in the supply of raw materials occurs for any other reason. We have not experienced difficulty in satisfying our requirements with respect to any of the products needed for our spirit production and consider our sources of supply to be adequate at the present time. We do not believe that we are dependent on any one supplier in our production activities.

Employees

As of December 31, 2009, we employed in Poland 3,135 employees including 2,995 persons employed on a full time basis.

Polish labor laws require that certain benefits be provided to employees, such as a certain number of vacation days, maternity leave and retirement bonuses. The law also restricts us from terminating employees without cause and, in most instances, requires a severance payment of one to three months’ salary. Additionally, we are required to contribute monthly payments to the governmental health and pension system. Most of our employees are not unionized, and we have had no significant employee relations issues. In addition to the required Polish labor law requirements, we maintain an employee incentive stock option plan for key management and provide supplemental health insurance for qualified employees.

Government Regulations

The Company is subject to a range of regulations in Poland, including laws and regulations on the environment, trademark and brand registration, packaging and labeling, distribution methods and relationships, pricing and price changes, sales promotions and public relations, and may be required to obtain permits and licenses to operate its facilities. The Company is also subject to rules and regulations relating to changes in officers or directors, ownership or control.

The Company believes it is in compliance in all material respects with all applicable governmental laws and regulations in Poland, and expects all material governmental permits and consents to be renewed by the relevant governmental authorities upon expiration. The Company also believes that the cost of administration and compliance with, and liability under, such laws and regulations does not have, and is not expected to have, a material adverse impact on its financial condition, results of operations or cash flows.

Environmental Matters

We are subject to a variety of laws and regulations relating to land use and environmental protection, including the Polish Environmental Protection Law of April 27, 2001 (Dz.U. 2006. 129.902, as amended), the Polish Waste Law of April 27, 2001 (Dz.U. 2001. 62.628 as amended), the Polish Water Management Law of April 18, 2001 (Dz.U.2005.239. 2019, as amended) and the Polish Act on Entrepreneurs’ obligations regarding the management of some types of waste and deposit charges of May 11, 2001 (Dz.U. 2001.63.639, as amended). We are not required to receive an integrated permit to operate our Polmos Białystok and Bols production plants. However, we receive certain permits for the economic use of the environment, including water permits, permits for production and storage of waste and permits for discharge of pollutants into the atmosphere. In addition, we have entered into certain agreements related to the servicing and disposal of our waste, including raw materials and products unsuitable for consumption or processing, paper, plastic, metal, glass and cardboard packaging, filtration materials (used water filter refills), used computer parts, unsegregated (mixed) residential waste, damaged thermometers and alcoholmeters, used engine and transmission oils, batteries and other waste containing hazardous substances. In addition, we pay required environmental taxes and charges related primarily to packaging materials and fuel consumption and we believe we are in material compliance with our regulatory requirements in this regard. While we may be subject to possible costs, such as clean-up costs, fines and third-party claims for property damage or personal injury due to violations of or liabilities under environmental laws and regulations, we believe that we are in material compliance with applicable requirements and are not aware of any material breaches of said laws and regulations.

Trademarks

With the acquisitions of the Bols and Polmos Białystok distilleries, we became the owners of vodka brand trademarks. The major trademarks we have acquired are: Bols vodka brand (we have a perpetual, exclusive, royalty-free and sub-licensable trademark agreement for Poland, Russia and Hungary), Soplica, which we own through Bols, and the Absolwent and Zubrówka brands, which we own through Polmos Białystok. We also have the trademark for Royal Vodka, which is produced in Poland and which we currently sell in Hungary through our Bols Hungary subsidiary. See “Risk Factors—We may not be able to protect our intellectual property rights.”

Alcohol Advertising Restrictions

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Polish regulations do not allow any form of “above-the-line advertising and promotion,” which is an advertising technique that is conventional in nature and impersonal to customers, using current traditional media such as television, newspapers, magazines, radio, outdoor, and internet mass media for alcoholic beverages with greater than 18% alcohol content.

We believe we are in material compliance with the government regulations regarding above-the-line advertising and promotion. To date, we have not been notified of any violation of these regulations.

Russia

We are the leading integrated spirits beverages business in Russia with an approximate 18.8% market share in vodka production. We produce Green Mark, the number one selling vodka in Russia and as well as the leading sub-premium vodkas in Russia, Parliament and Zhuravli. We also produce Yamskaya, the number one selling economy vodka in Russia, and premixed alcohol drinks, or long drinks.

The hypermarkets and large retail chains are expanding throughout Russia with different sized formatted stores, which are expected to better cover and penetrate those areas outside of the major cities of Russia. As we have central agreements in place with these hypermarkets and large retail chains as well as the largest trademark budget for spirits in Russia and the leverage it brings, we expect to benefit from this expansion.

We hold an 80% economic interest in Whitehall, which holds the exclusive rights to the import of such premium wine brands as Concha y Toro and Constellation brands, as well as certain Gruppo Campari brands. The company is also involved in a joint venture with Moet Hennessy—the French spirits and champagne business of LVMH. In addition to these import activities, Whitehall is also the owner of distribution centers in Moscow, Saint Petersburg, Rostov and Siberia as well as a wine and spirits retail network located in Moscow.

Brands

We produced and sold approximately 18.0 million nine-liter cases of vodka through our Russian business in 2009 in the main vodka segments in Russia: top premium, premium, sub-premium, mainstream, and economy. In addition we produced and sold approximately 3.3 million nine-liter cases of long drinks

In the main stream segment we produce Green Mark, the number one selling brand in Russia, as well as the two leading sub-premium brands, Zhuravli and Parliament. In the first half of 2008 we introduced Yamskaya, which was the number one selling economy vodka in Russia in 2009. In the second half of 2009, we also introduced Gerovaya and Urozhay, both lower mainstream brands.

Import Portfolio

We are one of the leading importers of wine and spirits in Russia through our investment in the Whitehall. Whitehall has exclusive rights to import and distribute a number of brands of spirits and wines into Russia. Exclusively imported brands include the following:

BROWN SPIRITS	WHITE	CHAMPAGNES	WINES
Hennessy Jose	Cuervo	Krug	Asti Mondoro
Cortel Brandy		Veuve Clicquot	Concha y Toro
Glenmorangie		Dom Perignon	Hardy’s
Ardbeg		Moet & Chandon	Robert Mondavi
Old Smuggler			Paul Masson
Glen Grant			Nobilo
Gautier			Fine wine collection

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Sales Organization and Distribution

In Russia, we have a strong sales team that sells directly to the key retail accounts and primarily relies on third-party distribution through wholesalers to reach the small to medium sized outlets. For sales of our vodka brands we also have ESTs that were introduced back in 2006. We staff over 1,300 people to ESTs that currently cover the majority of Russia. The mission of these teams is to maintain direct relationships with retailers and ensure that the Company’s products are properly positioned on the shelf. Members of ESTs are generally on the distributors’ payrolls,which are indirectly remunerated by us via discounts granted to distributors. ESTs exclusively deal with our vodka products and currently control deliveries to approximately 53,000 points-of-sale (which is about 44% of all points-of-sale in Russia).

The following table illustrates the breakdown of our sales in Russia:

Sales Mix by Product Category	2009			2008
Vodka		68	%		49	%
Wine and spirits other than vodka		32	%		51	%
Total		100	%		100	%

Sources and Availability of Raw Materials for Spirits that We Produce

The principal components in the production of our distilled spirits are products of agricultural origin, such as rectified spirit and packaging materials, such as bottles, labels, caps and cardboard boxes. We purchase raw spirit and all of our packaging materials from various sources in Russia by contractual arrangement and through purchases on the open market. Agreements with the suppliers of these raw materials are generally negotiated with indefinite terms, subject to each party’s right of termination upon six months’ prior written notice. The prices for these raw materials are negotiated every year. We have several suppliers for each raw material in order to minimize the effect on our business if a supplier terminates its agreement with us or if disruption in the supply of raw materials occurs for any other reason. We have not experienced difficulty in satisfying our requirements with respect to any of the products needed for our spirit production and consider our sources of supply to be adequate at the present time. We do not believe that we are dependent on any one supplier in our production activities.

Employees

As of December 31, 2009 we directly employed 4,284 individuals in Russia.

Government Regulations

The Company is subject to a range of regulations in Russia, including laws and regulations on the environment, trademark and brand registration, packaging and labeling, distribution methods and relationships, pricing and price changes, sales promotions and public relations, and may be required to obtain permits and licenses to operate its facilities. The Company is also subject to rules and regulations relating to changes in officers or directors, ownership or control.

In 2009, the Russian government also introduced further restrictions on the selling of lower alcohol content products namely beer and ready to drink alcoholic beverages. As a result, these types of beverages can no longer be consumed legally on the street and can no longer legally be bought at street kiosks. In addition minimum pricing for spirits was introduced with a half liter bottle of spirit (including vodka) having a minimum required retail shelf price of eighty-nine rubles. These restrictions are the initial steps that the government is taking to reduce the presence of the unofficial market. We expect the government to continue with this program. For those of us in the official market, these are welcomed changes.

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The Company believes it is in compliance in all material respects with all applicable governmental laws and regulations in Russia, and expects all material governmental permits and consents to be renewed by the relevant governmental authorities upon expiration. The Company also believes that the cost of administration and compliance with, and liability under, such laws and regulations does not have, and is not expected to have, a material adverse impact on its financial condition, results of operations or cash flows.

Alcohol Advertising Restrictions

Russian regulations do not allow any form of “above-the-line advertising and promotion,” which is an advertising technique that is conventional in nature and impersonal to customers, using current traditional media such as television, newspapers, magazines, radio, outdoor signage , and internet mass media, for alcoholic beverages with greater than 18% alcohol content.

We believe we are in material compliance with the government regulations regarding above-the-line advertising and promotion. To date, we have not been notified of any violation of these regulations.

Trademarks

With the acquisition of Parliament and Russian Alcohol we became the owners of vodka brand trademarks in Russia. The main trademarks we have are Parliament, Green Mark and Zhuravli vodka brands. We also have trademarks with other brands we own in Russia. See “Risk Factors—We may not be able to protect our intellectual property rights.”

Hungary

Brands

In July of 2006, we acquired the trademark for Royal Vodka, which we produce in Poland and which we currently sell in Hungary through our Bols Hungary subsidiary. Royal Vodka is the number one selling vodka in Hungary with market share of approximately 27.6%.

Exclusive imported brands to Hungary include the following:

CEDC BRANDS	VERMOUTH and BITTERS	LIQUEURS	WHITE VODKAS	BROWN SPIRITS
Bols Vodka	Campari	Jaegermeister	Jose Cuervo	Cognac Remy Martin
Zubrówka	Cinzano	Bols Liqueurs	Silver Top Dry Gin	Metaxa
Royal Vodka		Cointreau	Calvados Boulard	Brandy St Remy
		Carolans		Grant’s
		Passoa		Glenfiddich
		Galliano		Tulamore Dew Old Smuggler
		Irish Mist

Sales Organization and Distribution

In Hungary, we employ approximately 25 salespeople who cover primarily on-trade and key account customers throughout the country.

Employees

As of December 31, 2009, we employed 49 employees including 47 persons employed on a full time basis.

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Government Regulations

The Company is subject to a range of regulations in Hungary, including laws and regulations on trademark and brand registration, packaging and labeling, distribution methods and relationships, pricing and price changes, sales promotions and public relations. The Company is also subject to rules and regulations relating to changes in officers or directors, ownership or control.

The Company believes it is in compliance in all material respects with all applicable governmental laws and regulations in Hungary, and expects all material governmental permits and consents to be renewed by the relevant governmental authorities upon expiration. The Company also believes that the cost of administration and compliance with, and liability under, such laws and regulations does not have, and is not expected to have, a material adverse impact on its financial condition, results of operations or cash flows.

Corporate Operations and Other

The Corporate Operations and Other division includes traditional corporate-related items including executive management, corporate development, corporate finance, human resources, internal audit, investor relations, legal and public relations.

Taxes

We operate in the following tax jurisdictions: Poland, the United States, Hungary, Russia, and the Netherlands. In Poland, Russia and Hungary we are primarily subject to Value Added Tax (VAT), Corporate Income Tax, Payroll Taxes, Excise Taxes and Import Duties. In the United States we are primarily subject to Federal and Pennsylvania State Income Taxes, Delaware Franchise Tax and Local Municipal Taxes. We believe we are in material compliance with all relevant tax regulations.

Excise taxes comprise significant portions of the price of alcohol and their calculations differ by country. In Poland and Russia, where our production takes place, the value of excise tax rates for 2009 amounted to PLN 49.6 ($17.60) and RUB 191 ($6.36) per liter of 100% alcohol.

Research and Development

We do not have a separate research and development unit, as new product developments are primarily performed by our marketing department. Our activity in this field is generally related to improvements in packaging and extensions to our existing brand portfolio, or revised production processes, leading to improved taste.

Available Information

We maintain an Internet website at http://www.cedc.com. Please note that our Internet address is included in this annual report as an inactive textual reference only. The information contained on our website is not incorporated by reference into this annual report and should not be considered part of this report.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and most of our other SEC filings available free of charge through our Internet website as soon as reasonably practicable after we electronically file these materials with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These filings are also available to the public over the Internet at the SEC’s website at http://www.sec.gov. In addition, we provide paper copies of our SEC filings free of charge upon request. Please contact the Corporate Secretary of the Company at 1-610-660-7817 or at our address set forth on the cover page of this annual report.

We have adopted a code of ethics applicable to all of our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer (who is also our Principal Accounting Officer). The code of ethics is publicly available on the investor relations page of our website at http://www.cedc.com. We intend to disclose any amendment to, or waiver from, any provision in our code of ethics that applies to our Chief Executive Officer and Chief Financial Officer by posting such information in the investor relations section of our website at http://www.cedc.com and in any required SEC filings.

Item 1A. Risk Factors.

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Risks Related to Our Business

We operate in highly competitive industries, and competitive pressures could have a material adverse effect on our business.

The alcoholic beverages production and distribution industries in our region are intensely competitive. The principal competitive factors in these industries include product range, pricing, distribution capabilities and responsiveness to consumer preferences, with varying emphasis on these factors depending on the market and the product.

In Poland, we face significant competition from various regional distributors and wholesalers, who compete principally on price. The effect of this competition could adversely affect our results of operations. The majority of alcohol sales in Poland are still made through traditional trade outlets. Other sales are made in hypermarkets and large discount stores.

In Russia, hypermarket and large retail chains continue to grow their share of the trade. Traditional trade outlets typically provide us with higher margins from sales as compared to hypermarkets and large retail chains. There is a risk that the expansion of hypermarkets and large retail chains will continue to occur in the future, thus reducing the margins that we may derive from sales to wholesalers that primarily serve the traditional trade. This potential margin reduction, however, will be partially offset by lower distribution costs due to direct, bulk deliveries associated with sales to the modern trade.

As a manufacturer of vodka in Poland and Russia, we face competition from other local producers. We compete with other alcoholic and nonalcoholic beverages for consumer purchases in general, as well as shelf space in retail stores, restaurant presence and distributor attention. In addition, we compete for customers on the basis of the brand strength of our products relative to our competitors’ products. Our success depends on maintaining the strength of our consumer brands by continuously improving our offerings and appealing to the changing needs and preferences of our customers and consumers. While we devote significant resources to the continuous improvement of our products and marketing strategies, it is possible that competitors may make similar improvements more rapidly or effectively, thereby adversely affecting our sales, margins and profitability.

Our results are linked to economic conditions and shifts in consumer preferences, including a reduction in the consumption of alcoholic beverages.

Our results of operations are affected by the overall economic trends in Poland, Russia and Hungary, the level of consumer spending, the rate of taxes levied on alcoholic beverages and consumer confidence in future economic conditions. The current negative economic conditions and outlook, including volatility in energy costs, severely diminished liquidity and credit availability, falling equity market values, weakened consumer confidence, falling consumer demand, declining real wages and increased unemployment rates, have contributed to a global recession. The effects of the global recession in many countries, including Poland and Russia, have been quite severe and it is possible that an economic recovery in those countries will take longer to develop.

During the current period of economic slowdown, reduced consumer confidence and spending may result in reduced demand for our products and limitations on our ability to increase prices and finance marketing and promotional activities. A continued recessionary environment would likely make it more difficult to forecast operating results and to make decisions about future investments, and a major shift in consumer preferences or a large reduction in sales of alcoholic beverages could have a material adverse effect on our business, financial condition and results of operations.

Loss of key management would threaten our ability to implement our business strategy.

The management of future growth will require our ability to retain William Carey, our Chairman, Chief Executive Officer and President, as well as certain other key members of management. William Carey, who founded our company, has been a key person in our ability to implement our business plan and grow our business.

Changes in the prices of supplies and raw materials could have a material adverse effect on our business.

Prices for raw materials used for vodka production may take place in the future, and our inability to pass on these increases to our customers could reduce our margins and profits and have a material adverse effect on our business. We recently constructed storage tanks in Poland that will store up to six months’ use of raw spirit, which allows us to purchase raw spirit throughout the year at times when there are dips in raw spirit pricing. However, we cannot assure you that the price of raw spirits will not continue to increase or that we will not lose the ability to maintain our inventory of raw spirits, either of which would have a material adverse effect on our financial condition and results of operations.

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We are exposed to exchange rate and interest rate movements that could adversely affect our financial results and comparability of our results between financial periods.

Our functional currencies are the Polish zloty, Russian ruble and Hungarian forint. Our reporting currency, however, is the U.S. dollar, and the translation effects of fluctuations in exchange rates of our functional currencies into U.S. dollars may materially impact our financial condition and net income and may affect the comparability of our results between financial periods.

In addition, our senior secured notes and our convertible senior notes are denominated in euros and U.S. dollars and the proceeds of the note issuances have been on-lent to certain of our operating subsidiaries that have the Polish zloty and Russian ruble as their functional currency. Movements in the exchange rate of the euro and U.S. dollar to Polish zloty and Russian ruble could therefore increase the amount of cash, in Polish zloty, that must be generated in order to pay principal and interest on our notes.

The impact of translation of our notes could have a material adverse effect on our reported earnings. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rate which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a 1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€625 million or approximately $901 million	$9 million gain/loss

The table above includes €245 million for the Senior Secured Notes that were redeemed on January 4, 2010, thus there will not be any foreign exchange impact from them after this date.

Foreign exchange rates may be influenced by various factors, including changing supply and demand for a particular currency; government monetary policies (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in trade balances; trade restrictions; and currency devaluations and revaluations. Additionally, governments from time to time intervene in currency markets, directly or by regulation, in order to influence prices. These events and actions are unpredictable and could materially and adversely impact our results of operations and financial condition.

Weather conditions may have a material adverse effect on our sales or on the price of grain used to produce spirits.

We operate in an industry where performance is affected by the weather. Changes in weather conditions may result in lower consumption of vodka and other alcoholic beverages. In particular, unusually cold spells in winter or high temperatures in the summer can result in temporary shifts in customer preferences and impact demand for the alcoholic beverages we produce and distribute. Similar weather conditions in the future may have a material adverse effect on our sales which could affect our financial condition and results of operations. In addition, inclement weather may affect the availability of grain used to produce raw spirit, which could result in a rise in raw spirit pricing that could negatively affect margins and sales.

We are subject to extensive government regulation; changes in or violations of law or regulations could materially adversely affect our business and profitability.

Our business of producing, importing and distributing alcoholic beverages in Poland and Hungary is subject to regulation by national and local governmental agencies and European Union authorities. In addition, our business in Russia is subject to extensive regulation by Russian authorities. These regulations and laws address such matters as licensing and permit requirements, competition and anti-trust matters, trade and pricing practices, taxes, distribution methods and relationships, required labeling and packaging, advertising, sales promotion and relations with wholesalers and retailers. Additionally, new or revised regulations or requirements or increases in excise taxes, customs duties, income taxes, or sales taxes could materially adversely affect our business, financial condition and results of operations.

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In addition, we are subject to numerous environmental and occupational, health and safety laws and regulations in the countries in which we operate. We may incur significant costs to maintain compliance with evolving environmental and occupational, health and safety requirements, to comply with more stringent enforcement of existing applicable requirements or to defend against challenges or investigations, even those without merit. Future legal or regulatory challenges to the industry in which we operate or our business practices and arrangements could give rise to liability and fines, or cause us to change our practices or arrangements, which could have a material adverse effect on us, our revenues and our profitability. Governmental regulation and supervision as well as future changes in laws, regulations or government policy (or in the interpretation of existing laws or regulations) that affect us, our competitors or our industry generally strongly influence our viability and how we operate our business. Complying with existing regulations is burdensome, and future changes may increase our operational and administrative expenses and limit our revenues. For example, we are currently required to have permits to produce and import products, maintain and operate our warehouses, and distribute our products to wholesalers. Many of these permits, such as our general permit for wholesale trade, must be renewed when they expire. Although we believe that our permits will be renewed upon their expiration, there is no guarantee that such will be the case. Revocation or non-renewal of permits that are material to our business could have a material adverse affect on our business. Our permits could also be revoked prior to their expiration date due to nonpayment of taxes or violation of health requirements. Additionally, governmental regulatory and tax authorities have a high degree of discretion and may at times exercise this discretion in a manner contrary to law or established practice. Such conduct can be more prevalent in jurisdictions with less developed or evolving regulatory systems like Russia. Our business would be materially and adversely affected if there were any adverse changes in relevant laws or regulations or in their interpretation or enforcement. Our ability to introduce new products and services may also be affected if we cannot predict how existing or future laws, regulations or policies would apply to such products or services.

We may not be able to protect our intellectual property rights.

We own and license trademarks (for, among other things, our product names and packaging) and other intellectual property rights that are important to our business and competitive position, and we endeavor to protect them. However, we cannot assure you that the steps we have taken or will take will be sufficient to protect our intellectual property rights or to prevent others from seeking to invalidate our trademarks or block sales of our products as a violation of the trademarks and intellectual property rights of others. In addition, we cannot assure you that third parties will not infringe on or misappropriate our rights, imitate our products, or assert rights in, or ownership of, trademarks and other intellectual property rights of ours or in marks that are similar to ours or marks that we license and/or market. In some cases, there may be trademark owners who have prior rights to our marks or to similar marks. Moreover, Russia generally offers less intellectual property protection than in Western Europe or North America. We are currently involved in opposition and cancellation proceedings with respect to marks similar to some of our brands and other proceedings, both in the United States and elsewhere. If we are unable to protect our intellectual property rights against infringement or misappropriation, or if others assert rights in or seek to invalidate our intellectual property rights, this could materially harm our future financial results and our ability to develop our business.

Our import contracts may be terminated.

As a leading importer of major international brands of alcoholic beverages in Poland and Hungary, we have been working with the same suppliers in those countries for many years and either have verbal understandings or written distribution agreements with them. In addition, we have recently acquired distribution contracts in Russia through our significant economic interest in Whitehall. Where a written agreement is in place, it is usually valid for between one and five years and is terminable by either party on three to six months’ notice.

Although we believe we are currently in compliance with the terms and conditions of our import and distribution agreements, there is no assurance that all our import agreements will continue to be renewed on a regular basis, or that, if they are terminated, we will be able to replace them with alternative arrangements with other suppliers. Moreover, our ability to continue to distribute imported products on an exclusive basis depends on some factors which are out of our control, such as ongoing consolidation in the wine, beer and spirit industry worldwide, or producers’ decisions from time to time to change their distribution channels, including in the markets in which we operate.

Our results of operations and financial condition may be adversely affected if we undertake acquisitions of businesses that do not perform as we expect or that are difficult for us to integrate.

At any particular time, we may be in various stages of assessment, discussion and negotiation with regard to one or more potential acquisitions, not all of which will be consummated. We make public disclosure of pending and completed acquisitions when appropriate and required by applicable securities laws and regulations.

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Acquisitions involve numerous risks and uncertainties. If we complete one or more acquisitions, our results of operations and financial condition may be affected by a number of factors, including: the failure of the acquired businesses to achieve the financial results we have projected in either the near or long term; the assumption of unknown liabilities; the fair value of assets acquired and liabilities assumed; the difficulties of imposing adequate financial and operating controls on the acquired companies and their management and the potential liabilities that might arise pending the imposition of adequate controls; the challenges of preparing and consolidating financial statements of acquired companies in a timely manner; the difficulties in integration of the operations, technologies, services and products of the acquired companies; and the failure to achieve the strategic objectives of these acquisitions. In addition, we may acquire a significant, but non-controlling, stake in a business, which could expose us to the risk of decisions taken by the acquired business’ controlling shareholder. For example, we do not currently have a majority of the voting power in Whitehall and although we have negotiated contractual rights to board representation and other matters of corporate governance, we are subject to decisions of the controlling shareholder in a way that we are not with our subsidiaries that we wholly-own or control and cannot assure you that our contractual rights will in all instances be sufficient to protect our interests.

Acquisitions in developing economies, such as Russia, involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political, and regulatory risks associated with specific countries.

Future acquisitions or mergers may result in a need to issue additional equity securities, spend our cash, or incur debt, liabilities or amortization expenses related to intangible assets, any of which could reduce our profitability.

Sustained periods of high inflation in Russia may materially adversely affect our business there.

Russia has experienced periods of high levels of inflation since the early 1990s. Despite the fact that inflation has remained relatively stable in Russia during the past few years, our profit margins from our Russian business could be adversely affected if we are unable to sufficiently increase our prices to offset any significant future increase in the inflation rate.

We may fail to realize the anticipated benefits of the Russian Alcohol transaction

The success of the Russian Alcohol transaction will depend on, among other things, our ability to realize anticipated cost savings and our ability to combine the businesses of the Company and Russian Alcohol in a manner that does not materially disrupt existing relationships or otherwise result in decreased productivity. If we are unable to achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

The integration process could result in the loss of key employees, the disruption of our or Russian Alcohol’s ongoing businesses or inconsistencies in standards, controls, procedures or policies that could adversely affect our ability to maintain relationships with third parties and employees or to achieve the anticipated benefits of the transaction. To realize the benefits of the transaction, we must retain Russian Alcohol’s key employees. Among other things, in order to realize the anticipated benefits of the merger we must identify and eliminate redundant operations and assets across a geographically dispersed organization.

Integration efforts between the two companies could also divert management attention and resources. An inability to realize the full extent of, or any of, the anticipated benefits of the transaction, as well as any delays encountered in the integration process, could have an adverse effect on the Company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual cost synergies, if achieved at all, may be lower than we expect and may take longer to achieve than we anticipate. If we are not able to adequately address these challenges, the Company may be unable to successfully integrate the operations of Russian Alcohol, or to realize the anticipated benefits of the integration of the two companies.

The developing legal system in Russia creates a number of uncertainties that could adversely affect our Russian business.

Russia is still developing the legal framework required to support a market economy, which creates uncertainty relating to our Russian business. We have limited experience operating in Russia, which could increase our vulnerability to the risks relating to these uncertainties. Risks related to the developing legal system in Russia include:

• inconsistencies between and among the Constitution, federal and regional laws, presidential decrees and governmental, ministerial and local orders, decisions, resolutions and other acts;

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• conflicting local, regional and federal rules and regulations;

• the lack of judicial and administrative guidance on interpreting legislation;

• the relative inexperience of judges and courts in interpreting legislation;

• the lack of an independent judiciary;

• a high degree of discretion on the part of governmental authorities, which could result in arbitrary or selective actions against us, including suspension or termination of licenses we need to operate in Russia;

• poorly developed bankruptcy procedures that are subject to abuse; and

• incidents or periods of high crime or corruption that could disrupt our ability to conduct our business effectively.

The recent nature of much of Russian legislation, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of this legal system in ways that may not always coincide with market developments place the enforceability and underlying constitutionality of laws in doubt and result in ambiguities, inconsistencies and anomalies. Any of these factors could adversely affect our Russian business.

An unpredictable tax system in Russia gives rise to significant uncertainties and risks that complicate our tax planning and decisions relating to our Russian business.

The tax system in Russia is unpredictable and gives rise to significant uncertainties, which complicate our tax planning and decisions relating to our Russian business. Tax laws in Russia have been in force for a relatively short period of time as compared to tax laws in more developed market economies and we have less experience operating under Russian tax regulations than those of other countries.

Russian companies are subject to a broad range of taxes imposed at the federal, regional and local levels, including but not limited to value added tax, excise duties, profit tax, payroll-related taxes, property taxes, taxes or other liabilities related to transfer pricing and other taxes. Russia’s federal and local tax laws and regulations are subject to frequent change, varying interpretations and inconsistent or unclear enforcement. It is not uncommon for differing opinions regarding legal interpretation to exist both between companies subject to such taxes and the ministries and organizations of the Russian government and between different branches of the Russian government such as the Federal Tax Service and its various local tax inspectorates, resulting in uncertainties and areas of conflict. Tax declarations are subject to review and investigation by a number of tax authorities, which are enabled by law to impose penalties and interest charges. The fact that a tax declaration has been audited by tax authorities does not bar that declaration, or any other tax declaration applicable to that year, from a further tax review by a superior tax authority during a three-year period. As previous audits do not exclude subsequent claims relating to the audited period, the statute of limitations is not entirely effective. In some instances, even though it may potentially be considered unconstitutional, Russian tax authorities have applied certain taxes retroactively. Within the past few years the Russian tax authorities appear to be taking a more aggressive position in their interpretation of the legislation and assessments, and it is possible that transactions and activities that have not been challenged in the past may be challenged. As a result, significant additional taxes, penalties and interest may be assessed. In addition, our Russian business is and will be subject to periodic tax inspections that may result in tax assessments and additional amounts owed by us for prior tax periods. Uncertainty relating to Russian transfer pricing rules could lead tax authorities to impose significant additional tax liabilities as a result of transfer pricing adjustments or other similar claims, and could have a material adverse effect on our Russian businesses and our company as a whole.

Russian Alcohol was not required to comply with the provisions of Sarbanes-Oxley and, therefore, we cannot assure you that the financial results of Russian Alcohol do not contain deficiencies in their control over financial reporting that could lead to a material weakness.

In the second quarter of 2009 we began reporting Russian Alcohol’s financial results on a consolidated basis with ours. As a private company, Russian Alcohol has not historically complied with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).

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While we have evaluated the financial results of Russian Alcohol, we have not integrated Russian Alcohol’s internal controls with our Sarbanes-Oxley compliant internal controls and cannot ensure that Russian Alcohol’s controls will comply with the rules applicable to U.S. public companies. Therefore, we cannot assure you that the financial results of Russian Alcohol do not contain deficiencies in their control over financial reporting that could lead to a material weakness.

Risks Related to Our Indebtedness

Our substantial debt could adversely affect our financial condition or results of operations and prevent us from fulfilling our obligations under our notes.

We are highly leveraged and have significant debt service obligations. As of December 31, 2009 our indebtedness under our notes, other credit facilities and capital leases amounted to approximately $1,798 million.

Our substantial debt could have important consequences. For example, it could:

• make it difficult for us to satisfy our obligations with respect to our notes and for the guarantors of our notes to satisfy their obligations with respect to the guarantees;

• require us to dedicate a substantial portion of our cash flows from operations to payments on our debt, which will reduce our cashflow available to fund capital expenditures, working capital and other general corporate purposes;

• place us at a competitive disadvantage compared to our competitors that have less debt than we do;

• limit our flexibility in planning for, or reacting to, changes to our industry;

• increase our vulnerability, and reduce our flexibility to respond, to general and industry specific adverse economic conditions; and

• limit our ability to borrow additional funds, increase the cost of any such borrowing and/or limit our ability to raise equity funding.

We may incur substantial additional debt in the future. The terms of the indentures governing our notes restrict our ability to incur, but will not prohibit us from incurring, additional debt. If we were to incur additional debt, the related risks we now face could become greater.

We require a significant amount of cash to service our indebtedness. Our ability to generate sufficient cash depends on a number of factors, many of which are beyond our control.

Our ability to make payments on or repay our indebtedness will depend on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors discussed in these “Risk Factors,” many of which are beyond our control.

Historically, we met our debt service and other cash requirements with cash flows from operations and our existing revolving credit facilities. As a result of certain acquisitions and related financing transactions, however, our debt service requirements have increased significantly. We cannot assure you that our business will generate sufficient cash flows from operating activities, or that future debt and equity financing will be available to us in an amount sufficient to enable us to pay our debts when due or to fund our other financing needs.

If our future cash flows from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to:

• reduce or delay our business activities and capital expenditures;

• sell assets;

• obtain additional debt or equity capital; or

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• restructure or refinance all or a portion of our debt, including our notes, on or before maturity.

In addition, the terms of the indentures governing our notes limit our ability to pursue any of these alternatives. If we obtain additional debt financing, the related risks we now face would intensify.

Furthermore, 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, 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.

We must rely on payments from our subsidiaries to make cash payments on our notes, and our subsidiaries are subject to various restrictions on making such payments.

We are a holding company and hold most of our assets at, and conduct most of our operations through, direct and indirect subsidiaries. In order to make payments on our notes or to meet our other obligations, we depend upon receiving payments from our subsidiaries. In particular, we may be dependant on dividends and other payments by our direct and indirect subsidiaries to service our obligations. Investors in our notes will not have any direct claim on the cash flow or assets of our non-guarantor operating subsidiaries and our non-guarantor operating subsidiaries have no obligation, contingent or otherwise, to pay amounts due under our notes or the subsidiary guarantees, or to make funds available to us for those payments. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to various restrictions. Existing and future debt of certain of these subsidiaries may prohibit the payment of dividends or the making of loans or advances to us. In addition, the ability of our subsidiaries to make payments, loans or advances to us may be limited by the laws of the relevant jurisdictions in which such subsidiaries are organized or located. Any of the situations described above could make it more difficult for a subsidiary guarantor to service its obligations and therefore adversely affect our ability to service our obligations in respect of our notes. If payments are not made to us by our subsidiaries, we may not have any other sources of funds available that would permit us to make payments on our notes.

Covenant restrictions under the indentures governing our notes impose significant operating and financial restrictions on us and may limit our ability to operate our business and consequently to make payments on our notes.

The indentures governing our notes will contain, and other financing arrangements that we may enter into in the future may contain, covenants that restrict our ability to finance future operations or capital needs or to take advantage of other business opportunities that may be in our interest. These covenants restrict our ability to, among other things:

• incur or guarantee additional debt;

• make certain restricted payments;

• transfer or sell assets;

• enter into transactions with affiliates;

• create certain liens;

• create restrictions on the ability of restricted subsidiaries to pay dividends or other payments;

• issue guarantees of indebtedness by restricted subsidiaries;

• enter into sale and leaseback transactions;

• merge, consolidate, amalgamate or combine with other entities;

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• designate restricted subsidiaries as unrestricted subsidiaries; and

• engage in any business other than a permitted business.

Events beyond our control, including changes in general business and economic conditions, may affect our ability to meet these requirements. A breach of any of these covenants could result in a default under the indentures governing our notes.

Enforcing legal liability against us and our directors and officers might be difficult.

We are organized under the laws of the State of Delaware of the United States. Therefore, investors are able to effect service of process in the United States upon us and may be able to effect service of process upon our directors and executive officers. We are a holding company, however, and substantially all of our operating assets are located in Poland, Hungary and, in connection with our recently completed acquisitions, Russia. Further, most of our directors and executive officers, and those of most of our subsidiaries, are non-residents of the United States, and our assets and the assets of our directors and executive officers are located outside the United States. As a result, you may not be able to enforce against our assets (or those of certain of our directors or executive officers) judgments of United States courts predicated upon the civil liability provisions of United States laws, including federal securities laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Poland or Russia.

Item 2. Properties.

Our significant properties can be divided into the following categories:

Production and rectification facilities. Our production facilities in Poland comprise two plants with one located in Białystok, Poland for Polmos Białystok and the other one located in Oborniki Wielkopolskie, Poland for Bols. The Białystok facility is located on 78,665 square meters of land which is leased from the government on a perpetual usufruct basis. The production capacity of our plant in Bialystok is approximately 24 million liters of 100% alcohol per year and currently, we use approximately 60% to 65% of its production capacity. In the Polmos Białystok distillery we produce Absolwent and its taste variations, Batory, Białowieska, Cytrynówka, Czekoladowa, Kompleet, Vodka, Liberty Blue, Lider, Ludowa, Nalewka Wisniowa, Nalewka Miodowa and Palace Vodka, Winiak Białostocki, Winiak Pałacowy, Wódka Imbirowa, Zubrówka. The plot on which the Białystok facility is located is unencumbered.

The Bols facility is located on 80,519 square meters of which 58,103 square meters are owned by us and 22,416 square meters are leased from the government on a perpetual usufruct basis. The production capacity of our plant in Oborniki Wielkopolskie is 34.2 million liters of 100% alcohol per year. Currently we use about 60-65%of the plant’s production capacity. In the Bols distillery we produce Bols Excellent, Bols Vodka and its taste variations, Soplica, Soplica Szlachetna Polska, Soplica Tradycyjna Polska, Soplica Wisniowa Polska, Soplica Staropolska, Boss, Slaska, Niagara and Royal Vodka. The plot on which the Bols facility is located in unencumbered.

The Topaz Distillery is part of Russian Alcohol, and became part of the CEDC group in 2008. The distillery is one of the most advanced enterprises in Russia. It is certified to be in compliance with ISO 9001 and HACCP. The factory has ten, modern, hi-tech filling lines, its own rectifying equipment for processing raw spirit, and a unique “stream” processor. The “stream” processor is an automated, hi-tech apparatus for the manufacturing of vodka, without any human intervention in the process. In the course of “stream” processing, vodka passes through both silver and platinum filters. The Topaz distillery produces, among others, the Green Mark, Zhuravli, Yamskaya and Kalinov Lug brands. The plant was founded in 1995 and has a production capacity of over 150 million liters annually.

The Parliament production plant uses an exceptional biological milk purification method. Milk, added at a certain stage of production, absorbs all impurities and harmful substances. The milk is then removed in a multistage filtration process, leaving an absolutely pure vodka of the highest quality.

The First Kupazhniy Factory is part of Russian Alcohol, and became part of the CEDC group in 2008. The company is developing the two fundamental components of its business activities: the manufacture of vodka and the extraction and bottling of natural mineral water from artesian wells. Four bottling lines have been installed at the factory, including a line for the exclusive 0.05 liter, 0.2 liter, and 0.5 liter PET containers. All vodka production at First Kupazhniy Factory takes place using the “stream” system,

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which completely automates the process. In this facility, we produce the Marusia and Zhuravli brands. The plant was founded in 1976 and its production capacity reaches 35 million liters annually. The quality control system at First Kupazhniy Factory conforms to the international standard, ISO 9001.

The Bravo Premium distillery was the first in Russia to bottle alcoholic cocktails, beer and non-alcoholic beverages in aluminum cans. The company has been affiliated with Russian Alcohol since 2005 and became part of the CEDC Group in 2008. In recent years Bravo Premium has gone through an intensive modernization of the manufacturing process, has purchased new pouring lines, built new plant facilities and expanded its distribution network. Today, Bravo Premium is a premier facility for the production of alcoholic cocktails, with three pouring lines for cans, plastic bottles and glass containers. The factory produces such cocktails as Funky Juz, China Town and Bravo Classic. The factory is certified to be in compliance with ISO 9001.

Office, distribution, warehousing and retail facilities. We own five warehousing and distribution sites located in various regions of Poland as well as nine retail facilities located in various regions of Poland. In Russia we own the land and buildings in Balahikha, Moscow Region where the Parliament facilities are located.

Leased Facilities. Our primary corporate office is located in Warsaw, Poland, and we have a rented corporate office in Budapest Hungary. In addition we operate over 85 warehousing and distribution sites and 45 retail facilities located in various regions of Poland. In Russia we lease over 10 office, warehouse and retail locations primarily related to the Whitehall business. The lease terms expire at various dates and are generally renewable.

Research and Development, Intellectual Property, Patents and Trademarks

We do not have a separate research and development unit. Our activity in this field is generally related to improvements in packaging and extensions to our existing brand portfolio or revised production processes, leading to improved taste.

Item 3. Legal Proceedings.

From time to time we are involved in legal proceedings arising in the normal course of our business, including opposition and cancellation proceedings with respect to trademarks similar to some of our other brands, and other proceedings, both in the United States and elsewhere. We are not currently involved in or aware of any pending or threatened proceedings that we reasonably expect, either individually or in the aggregate, will result in a material adverse effect on our consolidated financial condition or results of operations.

Item 4. [Reserved.]

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

Market Information

The Company’s common stock has been traded on the NASDAQ National Market, and its successor, the NASDAQ Global Select Market, under the symbol “CEDC” since June 1999. Prior thereto it traded on the NASDAQ Small Cap Market since our initial public offering in July 1998. On September 22, 2008 the Company’s stock was added to the NASDAQ Q-50 Index. The following table sets forth the high and low bid prices for the common stock, as reported on the NASDAQ Global Select Market, for each of the Company’s fiscal quarters in 2008 and 2009. These prices represent inter-dealer quotations, which do not include retail mark-ups, mark-downs or commissions and do not necessarily represent actual transactions.

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	High		Low
2008
First Quarter	$	62.52	$	46.50
Second Quarter		75.47		56.32
Third Quarter		77.48		28.95
Fourth Quarter		46.52		17.16
2009
First Quarter	$	24.87	$	5.97
Second Quarter		33.13		10.47
Third Quarter		34.70		21.92
Fourth Quarter		36.41		26.44

On February 24, 2010, the last reported sales price of our common stock was $32.75 per share.

Holders

As of February 24, 2010, there were approximately 28,891 beneficial owners and 52 shareholders of record of common stock.

Dividends

CEDC has never declared or paid any dividends on its capital stock. The Company currently intends to retain future earnings for use in the operation and expansion of its business. Future dividends, if any, will be subject to approval by the Company’s board of directors and will depend upon, among other things, the results of the Company’s operations, capital requirements, surplus, general financial condition and contractual restrictions and such other factors as the board of directors may deem relevant. In addition, the indenture for the Company’s outstanding Senior Secured Notes due in 2016 may limit the payment amount of cash dividends on its common stock to amounts calculated in accordance with a formula based upon our net income and other factors.

The Company earns the majority of its cash in non—USD currencies and any potential future dividend payments would be impacted by foreign exchange rates at that time. Additionally the ability to pay dividends may be limited by local equity requirements, therefore retained earnings are not necessarily the same as distributable earnings of the Company.

Equity Compensation Plans

The following table provides information with respect to our equity compensation plans as of December 31, 2009:

Equity Compensation Plan Information

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders		1,560,624	$	28.70		999,890
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		1,560,624	$	28.70		999,890

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Item 6. Selected Financial Data

The following table sets forth selected consolidated financial data for the periods indicated and should be read in conjunction with and is qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the consolidated financial statements, the notes thereto and the other financial data contained in Items 7 and 8 of this report on Form 10-K.

Statement of Operations data:	2005			2006			2007			2008			2009
Net sales	$	136,493		$	284,240		$	398,050		$	571,242		$	689,414
Cost of goods sold		95,962			173,471			254,615			321,274			340,482
Gross profit		40,531			110,769			143,435			249,968			348,932
Sales, general and administrative expenses		23,760			51,614			62,897			114,607			164,467
Operating income		16,771			59,155			80,538			135,361			184,465
Non-operating income / (expense), net
Interest (expense), net		(13,262	)		(30,385	)		(33,867	)		(47,810	)		(73,468	)
Other financial income / (expense), net		(7,544	)		17,212			13,594			(123,801	)		25,193
Amortization of deferred charges		0			0			0			0			(38,501	)
Other income / (expense), net		(52	)		978			(2,272	)		(488	)		(934	)
Income/(loss) before taxes and equity in net income from unconsolidated investments		(4,087	)		46,960			57,993			(36,738	)		96,755
Income tax (expense)/benefit		727			(8,057	)		(9,054	)		(1,382	)		(18,495	)
Equity in net earnings/(losses) of affiliates		0			0			0			1,168			(5,583	)
Income / (loss) from continuing operations		($3,360	)	$	38,902		$	48,939			($36,952	)	$	72,677
Discontinued operations
Income from operations of distribution business		31,962			31,203			36,087			27,203			9,410
Income tax (expense)		(6,073	)		(5,929	)		(6,856	)		(5,169	)		(1,050	)
Income on discontinued operations		25,889			25,275			29,231			22,034			8,360
Net income / (loss)		22,529			64,177			78,170			(14,918	)		81,037
Less: Net income attributable to noncontrolling interests in subsidiaries		2,261			8,727			1,068			3,680			2,708
Net income /(loss) attributable to CEDC	$	20,268		$	55,450		$	77,102			($18,598	)	$	78,329
Net income per common share, basic	$	0.72		$	1.55		$	1.96			($0.34	)	$	1.51
Net income per common share, diluted	$	0.70		$	1.53		$	1.93			($0.34	)	$	1.50
Average number of outstanding shares of common stock at year end		28,344			35,799			39,871			44,088			53,772
Balance Sheet Data:	2005			2006			2007			2008			2009
Cash and cash equivalents	$	52,337		$	147,937		$	70,233		$	84,639		$	126,439
Restricted cash		0			0			0			0			481,419
Working capital		85,950			182,268			170,913			169,061			354,745
Total assets		1,128,829			1,377,988			1,859,346			2,436,138			4,414,530
Long-term debt and capital lease obligations, less current portion		368,655			394,342			468,509			804,941			1,311,990
Stockholders’ equity		373,532			520,599			817,725			993,511			1,685,162

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

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 affiliates operate, as well as the integration of recent acquisitions and other investments and the effect of such acquisitions and other investments on the Company;

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

• information about the impact of governmental regulations on the Company’s businesses;

• 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 industries in which we operate, and the effects of acquisitions and other investments 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 this and other reports and documents that we have filed with or furnished to the SEC for a more complete discussion of the factors and risks that could affect our future performance and the industry in which we operate, including the risk factors described in the Annual Report on Form 10-K filed for the year ended December 31, 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 views 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.

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

Overview

The Company is the world’s largest vodka producer and Central and Eastern Europe’s largest integrated spirit beverages business with its primary operations in Poland, Russia and Hungary. During 2009 the Company continued its investment strategy in Russia by restructuring its purchase agreement with Lion Capital in April, 2009 and subsequently buying out the remainder of Russian Alcohol in December, 2009. As a result, the Company began to consolidate the full activities of Russian Alcohol starting from the second quarter of 2009. Additionally the Company purchased the remaining minority interests in Parliament in Russia, thus acquiring full ownership of its vodka producing assets and brands.

In connection with the completion of these investments the Company completed three capital raising initiatives comprised of two public equity offerings, with net proceeds of approximately $491 million, and a notes offering with net proceeds of approximately $930 million. The primary use of the equity proceeds was to fund the remaining buyout of Parliament and to partially fund the remaining buyout of Russian Alcohol. The proceeds from the notes offering were used to fund a portion of the buyout of Russian Alcohol, and to refinance the Company’s outstanding Senior Secured Notes due in 2012, approximately $390 million as well as the debt in place in Russian Alcohol, approximately $264 million. As a result of the notes offering the Company has extended the maturities of a significant portion of its debt to 2016 as well as settling the majority of its payment obligations to Lion Capital for the purchase of Russian Alcohol.

Significant factors affecting our consolidated results of operations

Effect of Acquisitions of Production Subsidiaries

During 2008 and 2009, the Company continued its acquisition strategy outside of Poland and Hungary with its investments into the production and importation of alcoholic beverages in Russia, completing a number of acquisitions and investments, as described below, all of which have had an impact on our consolidated results of operations beginning in the periods in which we first acquired an interest in the relevant entities.

The Parliament Acquisition

On March 11, 2008, the Company and certain of its affiliates entered into a Share Sale and Purchase Agreement and certain other agreements with White Horse Intervest Limited, a British Virgin Islands Company (“White Horse”), and certain of White Horse’s affiliates, relating to the Company’s acquisition from White Horse of 85% of the share capital of Parliament. In connection with this acquisition, the Company paid a consideration of approximately $180 million in cash and 2.2 million shares of our common stock. On September 25, 2009, we amended the Share Sale and Purchase Agreement and entered into a Minority Acquisition Share Sale and Purchase Agreement. Under the terms of the Minority Acquisition Share Sale and Purchase Agreement, we acquired the remaining 15% of the share capital of Parliament for total cash consideration of $70.2 million on September 25, 2009. Under the terms of the amendment, we were required to pay cash consideration of approximately $16.7 million. The Company paid $9.9 million of that amount on October 30, 2009 and paid the remainder on December 16, 2009.

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 Whitehall. Whitehall 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 a result of the amended agreement and the payments due thereunder, the economic interest of the Company in Whitehall increased from 75% to 80%.

The Company has initially consolidated its investment in Whitehall as of May 23, 2008, on the basis that Whitehall is a Variable Interest Entity and the Company was assessed as being the primary beneficiary.

In June 2009, the FASB issued new guidance on variable interest entities. ASU 2009-17, Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“VIE”), amended prior guidance

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requiring an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. Determining who consolidates a VIE is based on two requirements: (i) who has the power over key decisions, and (ii) who has obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. If one party has both, then that party consolidates the entity. Power is based on who controls the decisions that most significantly impact the economic activities of the entity.

According to the Whitehall Group shareholder’s agreement, Whitehall Group shall be under the sole effective control of its majority shareholder Mark Kaufman or one of his affiliates acting in the capacity of CEO. Mark Kaufman shall be responsible for the management and operations of Whitehall Group’s business, his actions in certain areas are, however, dependant on the consent of the board of directors.

ASU 2009-17 is effective for the Company from January 1, 2010. Due to the revision of ASC Topic 810, including the redefining of ‘control’, and because the day-to-day control over the business has been delegated to the CEO - Mark Kaufman and the list of activities for which the Company has overview is limited, the Company changed the accounting treatment for its 49% voting interest in Whitehall Group from consolidation to the equity method of accounting.

Adoption of the requirements of ASC Topic 810 resulted as of December 31, 2009 in net decrease in assets of $106 million, liabilities of $85 million and non-controlling interest of $23 million. Please refer to Note 1 for the disclosure impact of adoption of ASC Topic 810 on the consolidated financial statements of the Company as of December 31, 2009. As of September 30, 2010 we continue to hold 50% minus one vote of the voting power and 80% of the total economic shares of Whitehall.

Included within Whitehall is a 50/50 joint venture with Möet Hennessy (the “MHWH J.V.”). This joint venture is accounted for using the equity method and is recorded on the face of the balance sheet in investments which were initially recorded at fair value. 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.

Except for the amount of $7.6 million that was lent at market rates as working capital by the Company to the Whitehall Group, which was repaid in the first quarter of 2010, there were no transfers of financial assets to the VIE as the Whitehall Group is generally a self financing entity. 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.

The Russian Alcohol Acquisition

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

As a result of these agreements, the Company assessed Russian Alcohol as a variable interest entity, with the Company being the primary beneficiary. Pursuant to this change, the Company began to consolidate Russian Alcohol 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 Russian Alcohol equity interests held by Lion Capital 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 was amortized over the period of time ending on the date the last payment is made which was initially expected to be in 2013, with recognition of a non cash interest expense every quarter in the statement of operations. The discount amortization charge for the period from April 24, 2009 to December 31, 2009 amounted to $38.5 million.

On July 29, 2009, the Company entered into an agreement with Lion Capital pursuant to which Lion/Rally Cayman 7 L.P. (“Cayman 7”), a Cayman Exempted Limited Partnership, of which the Company holds 100% of the economic interests and is a limited partner, acquired an additional 6% indirect equity interest in Russian Alcohol from certain minority investors in Russian Alcohol in exchange for $30,000,000 in cash funded by the Company. After giving effect to this acquisition, the Company held approximately

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58% of the equity interests in Russian Alcohol. In addition, on August 3, 2009, pursuant to the new agreements referenced above, the Company acquired additional indirect equity interests in Russian Alcohol giving it a total ownership interest of 59.8%.

On September 15, 2009, in connection with the Russian Alcohol acquisition, the Company entered into a Settlement Agreement with Cirey Holdings Inc. (“Cirey”), a private company domiciled in the British Virgin Islands and the ultimate controlling party of Russian Alcohol, pursuant to which (i) Cirey received $50,000,000, $17,500,000 of which was funded by the Company, (ii) the Company issued to Cirey 479,499 shares of our common stock and (iii) the Company received $32,500,000 additional limited partnership interests in Cayman 7.

On November 9, 2009, the Company entered into an agreement with Lion Capital and Kylemore International Invest Corp. (“Kylemore”), an indirect minority stockholder of Russian Alcohol, for the acquisition of Kylemore’s indirect equity interests in Russian Alcohol. On November 10, 2009, the Company issued to Kylemore 949,034 shares of our unregistered common stock, and Kylemore transferred all of its indirect equity interests in Russian Alcohol to Lion/Rally Cayman 6 (“Cayman 6”), a Cayman Islands investment vehicle through which the Company and Lion Capital own our interests in Russian Alcohol. As a result, the Company, Lion Capital and certain co-Investors indirectly owned 100% of the equity in Russian Alcohol, and its total indirect equity interest in Russian Alcohol increased to 62.25%. Pursuant to the agreement with Kylemore, on receipt of approval from the FAS and the Antimonopoly Committee of the Ukraine for CEDC’s acquisition of control over Russian Alcohol, the Company paid Kylemore $5,000,000 on January 11, 2010, and will pay further $5,000,000 on February 1, 2011. Also pursuant to this agreement, Peter Levin, one of the original owners of Russian Alcohol, will continue to be involved in the Russian Alcohol’s business as a non-executive member of the Operating Board of Russian Alcohol and as Chairman of the Board of our Topaz distillery.

On December 9, 2009 the Company accelerated the terms set up in the Lion Option Agreement and the Co-Investor Option Agreement, each dated April 24, 2009, and completed the Lion Option and the Co-Investor Option, respectively, thereby purchasing the remaining indirect equity interests in Cayman 6, less the sole voting share of Cayman 6, comprising the remaining equity interest in Russian Alcohol that was not owned by the Company, from affiliates of Lion Capital.

In consideration of the Co-Investor Option, the Company made cash payments of $131,800,000 and €23,650,000 to Lion Capital. In consideration of the Lion Option, the Company (1) made cash payments of $184,347,666 and €105,839,852 to Lion Capital; (2) deposited in an escrow account the amount of $23,991,072 and €51,315,337, which was released and paid to Lion Capital on January 11, 2010 upon receiving of antimonopoly clearances for the acquisition from the FAS and the Antimonopoly Committee of the Ukraine; and (3) paid to Lion Capital the additional amounts of (a) $2,375,354 and €5,080,727 on the Escrow Release Date and (b) undertook to pay $10,689,092 and €22,863,269 on June 1, 2010, or at the election of Lion Capital, on any earlier date between April 20, 2010 and June 1, 2010. The Company used a portion of the proceeds from the offering of its common stock, completed November 18, 2009, and the offering of its Senior Secured Notes due 2016, completed December 2, 2009, in order to fund such cash payments.

On January 20, 2010, after the receipt of antimonopoly clearances for the acquisition from the FAS and the Antimonopoly Committee of the Ukraine, the Company purchased the sole voting share of Cayman 6 from an affiliate of Lion Capital and thereby acquired control of Russian Alcohol. The Company began consolidating all profit and loss results for Russian Alcohol beginning April 1, 2009.

During 2009 and continuing this year, we have been active in integrating the production companies into our Group. The acquisition and integration of these businesses into our operations have had a significant effect on our results of operations. As discussed below, these acquisitions have impacted our net sales, cost of goods sold, operating profit and equity earnings from affiliates.

Effect of Debt Refinancing

In December 2009, the Company issued new euro and U.S. dollar Senior Secured Notes due in 2016 with net proceeds of approximately $930 million. Of these proceeds approximately $380.4 million was used to redeem our previously outstanding Senior Secured Notes due in 2012. Notice of redemption was given in December, 2009 and the proceeds were funded to the trustee, however the actual repayment of the notes did not take place until January, 2010. Therefore, as at December 31, 2009, the full amounts of the Senior Secured Notes due 2012 remained as a short term liability and the cash funded to the trustee was on the balance as restricted cash. Additionally as a result of this the Company recognized interest expense in December, 2009 for both the new and old note issuances.

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In the process of refinancing the debt of Russian Alcohol through the proceeds of the 2016 Notes, the Company recognized a one-time charge of approximately $13.9 million related to the write-off of capitalized financing cost and net charge of $3 million related to the closure of hedges associated with the prior financing. These charges are reflected in Other Financial Expenses.

As these notes were funded in U.S. dollars and euro’s and lent to Polish zloty and Russian ruble reporting entities, the Company is exposed to exchange rate movements as described in the following section.

Effect of Exchange Rate and Interest Rate Fluctuations

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 statement of operations. The impact on cash is demonstrated on the cash flow statement as the movement in foreign exchange differences on cash and cash equivalents. The impact on the statement of operations is by the movement of the average exchange rate used to restate the statement of operations 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 statement of operations 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 fluctuations in the exchange rate of our functional currencies have impacted the Company’s financial condition and results of operations and have affected the comparability of our results between financial periods.

The Company also has borrowings including its Senior Secured Notes due 2012, Convertible Notes due 2013 and Senior Secured Notes 2016 that are denominated in U.S. dollars and euro’s, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies 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 a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rates which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a 1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€625 million or approximately $901 million	$9 million gain/loss

The table above includes €245 million for the Senior Secured Notes that were redeemed on January 4, 2010, thus there will not be any foreign exchange impact from them after this date.

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Twelve months ended December 31, 2009 compared to twelve months ended December 31, 2008

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

	Year ended December 31,
	2009			2008
Sales	$	1,532,352		$	1,289,963
Excise taxes		(842,938	)		(718,721	)
Net Sales		689,414			571,242
Cost of goods sold		340,482			321,274
Gross Profit		348,932			249,968
Operating expenses		164,467			114,607
Operating Income		184,465			135,361
Non operating income / (expense), net
Interest (expense), net		(73,468	)		(47,810	)
Other financial income / (expense), net		25,193			(123,801	)
Amortization of deferred charges		(38,501	)		0
Other non operating (expenses), net		(934	)		(488	)
Income/(loss) before taxes and equity in net income from unconsolidated investments		96,755			(36,738	)
Income tax expense		(18,495	)		(1,382	)
Equity in net earnings/(losses) of affiliates		(5,583	)		1,168
Income / (loss) from continuing operations		72,677			(36,952	)
Discontinued operations
Income from operations of distribution business		9,410			27,203
Income tax (expense)		(1,050	)		(5,169	)
Income on discontinued operations		8,360			22,034
Net income / (loss)		81,037			(14,918	)
Less: Net income attributable to noncontrolling interests in subsidiaries		2,708			3,680
Net income /(loss) attributable to CEDC	$	78,329			($18,598	)
Income / (loss) from continuing operations per share of common stock, basic	$	1.35			($0.84	)
Income from discontinued operations per share of common stock, basic	$	0.16			$0.50
Net income / (loss) from operations per share of common stock, basic	$	1.51			($0.34	)
Income / (loss) from continuing operations per share of common stock, diluted	$	1.35			($0.84	)
Income from discontinued operations per share of common stock, diluted	$	0.15			$0.49
Net income / (loss) from operations per share of common stock, diluted	$	1.50			($0.34	)

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Net Sales

Net sales represent total sales net of all customer rebates, excise tax on production and imports, and value added tax. Total net sales increased by approximately 20.7%, or $118.2 million, from $571.2 million for the twelve months ended December 31, 2008 to $689.4 million for the twelve months ended December 31, 2009. Our business split by segment, which represents our primary geographic locations of operations, Poland, Russia and Hungary, is shown below:

	Segment Net Revenues Twelve months ended December 31,
	2009		2008
Segment
Poland	$	258,727	$	397,961
Russia		394,102		129,799
Hungary		36,585		43,482
Total Net Sales	$	689,414	$	571,242

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Sales for Poland decreased by $139.3 million from $398.0 million for the year ended December 31, 2008 to $258.7 million for the year ended December 31, 2009. This decrease was driven mainly by a decline in year on year sales of $19.4 million due to market slowdown impacted by global economic crisis. Further decrease was due to a reduction from lower excise revenue from direct sales to key accounts, impact of foreign exchange rates and organic sales changes. The reduction from lower excise revenue of $29.3 reflects sales to key account customers that had historically been made from the sold distribution business but are now made direct from our vodka plants. Historically sales that went through the distribution business were recorded gross with excise tax as compared to net when they are made directly from a production unit. As such this decline reflects the reduction netting off of excise taxes. Sales results for Poland were further impacted by a weakening of the Polish zloty against the U.S. dollar during the year which accounted for approximately $90.6 million of the decrease in sales in U.S. dollar terms.

Sales for Russia increased by $264.3 million from $129.8 million for the year ended December 31, 2008 to $394.1 million for the year ended December 31, 2009. The increase was mainly due to consolidation of the Russian Alcohol Group from the 2nd quarter of 2009 having impact of $307.2 million, which was offset by organic sales decline of approximately 4% mainly due to lower sales of our Parliament premium vodka impacted by a global economic crisis. The overall sales increase in Russia was also offset by a weakening of the Russian ruble against the U.S. dollar which accounted for approximately $25.7 million of sales in U.S. dollar terms.

The Hungarian sales decline of $6.9 million was driven mainly by the soft consumer environment impacted by global economic crisis.

Gross Profit

Total gross profit increased by approximately 39.6%, or $98.9 million, to $348.9 million for the twelve months ended December 31, 2009, from $250.0 million for the twelve months ended December 31, 2008, reflecting the increase in gross profit margins percentage in the twelve months ended December 31, 2009. Gross margin increased from 43.8% of net sales for the twelve months ended December 31, 2008 to 50.6% of net sales for the twelve months ended December 31, 2009. The primary factor resulting in the improved margin was the full year inclusion of Parliament, the newly acquired business in Russia, as well as the first time consolidation of the results of Russian Alcohol, as the Russian businesses operate on a higher gross profit margin than the Polish business.

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 20.1% for the twelve months ended December 31, 2008 to 23.9% for the twelve months ended December 31, 2009. Total operating expenses increased by approximately 43.5%, or $49.9 million, from $114.6 million for the twelve months ended December 31, 2008 to $164.5 million for the twelve months ended December 31, 2009. Approximately $114.6 million of this increase resulted from the effects of the acquisition of Russian Alcohol in July 2008. Approximately $38.7 million resulted from the lower operating costs in our existing business, which include certain one off transaction related gains and losses described below. The depreciation of the functional currencies against the U.S. dollar resulted in a $26.1 million reduction in our operating expenses for the twelve months ended December 31, 2009 as compared to the same period in the prior year.

The table below sets forth the items of operating expenses.

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	Twelve Months Ended December 31,
	2009		2008
	($ in thousands)
S,G&A	$	121,026	$	72,870
Marketing		36,863		36,280
Depreciation and amortization		6,578		5,457
Total operating expense	$	164,467	$	114,607

S,G&A increased by approximately 66.0%, or $48.1 million, from $72.9 million for the twelve months ended December 31, 2008 to $121.0 million for the twelve months ended December 31, 2009. Consolidation of the results of Russian Alcohol resulted in approximately $100.0 million increase which was offset by the depreciation of the Polish zloty against the U.S. dollar.

Included in S,G&A are certain one off gains and losses including, a one-time gain in the twelve month period ended December 31, 2009, amounting to $225.6 million in operating income based on the re-measurement of previously held equity interests in Russian Alcohol to fair value, which was partially offset by certain one off charges including $162.0 million charge related to the non amortized discount of deferred consideration resulting from the accelerated buyout of Lion Capital’s interest in Russian Alcohol, $15.0 million post closing cash settlement made to the original sellers for the Russia Alcohol Group, impairment charge of $20.3 million related to the Company’s trademarks , as well as legal and advisory fees related to acquisitions.

Depreciation and amortization increased by approximately 20.5%, or $ 1.1 million, from $5.5 million for the twelve months ended December 31, 2008 to $6.6 million for the twelve months ended December 31, 2009.

Operating Income

Total operating income increased by approximately 36.3%, or $49.1 million, from $135.4 million for the twelve months ended December 31, 2008 to $184.5 million for the twelve months ended December 31, 2009. This increase resulted primarily from the consolidation of the results of Russian Alcohol, from which the Company recognized a one-time gain in the twelve month period ended December 31, 2009, amounting to $225.6 million in operating income based on the re-measurement of previously held equity interests in Russian Alcohol to fair value, which was partially offset by $162.0 million of one off charges related to non amortized discount of deferred consideration resulting from accelerated buyout of Lion’s interest in Russian Alcohol, a $15 million post closing cash settlement made to the original sellers for Russian Alcohol and an impairment charge of $20.3 million related to the Company’s trademarks.

	Operating Profit Twelve months ended December 31,
	2009			2008
Segment
Poland	$	95,971		$	95,178
Russia		90,696			39,745
Hungary		6,149			7,641
Corporate Overhead
General corporate overhead		(4,570	)		(3,353	)
Option Expense		(3,781	)		(3,850	)
Total Operating Profit	$	184,465		$	135,361

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Operating profit in Poland as a percent of net sales was 37.0% for the twelve months ended December 31, 2009 as comparing to 23.9% in the same period in 2008. However this includes certain one off gains and losses as described above related to the acquisition of Russian Alcohol. These items impacted the Polish Segment as a Polish subsidiary was the parent company for the Russian Alcohol acquisition. Excluding the impact of these items, the operating profit in Poland as a percent of net sales was 26.2% for the twelve months ended December 31, 2009, as compared to 23.9% in 2008.

The operating profit margin as a percent of net sales in Russia declined from 30.6% for the twelve months ended December 31, 2008 to 23.0% for the twelve months ended December 31, 2009, reflecting the impact of the consolidation of Russian Alcohol. Russian Alcohol operates primarily in the mainstream segment as compared to Parliament which is a sub-premium vodka producer and Russian Alcohol also has sales of ready to drink alcoholic beverages (long drinks) which operate on a lower margin than vodka’s.

In Hungary there was a decline in operating profit as a percent of net sales from 17.5% for the twelve months ended December 31, 2008 to 16.7% for the twelve months ended December 31, 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.

Non Operating Income and Expenses

Total interest expense increased by approximately 53.7%, or $25.6 million, from $47.8 million for the twelve months ended December 31, 2008 to $73.4 million for the twelve months ended December 31, 2009. This increase resulted from the consolidation of the financial results of Russian Alcohol commencing in the second quarter of 2009 and additional borrowings to finance the investment in Russian Alcohol in July 2008.

The Company recognized $25.2 million of other financial income in the twelve months ended December 31, 2009, as compared to $123.8 million of losses for the twelve months ended December 31, 2008. This change is primarily related to the impact of movements in exchange rates on our USD and EUR denominated acquisition financing, as well as from the bank charges related to early repayment of debt by Russian Alcohol that was subsequently refinanced from Senior Secured Notes due 2016 proceedings as costs of closing of hedges associated to this bank debt. The total impact of these transactions amounted to $16.9 million.

The present value of the deferred consideration related to acquisition in Russian Alcohol was amortized over the period of time up to December 8, 2009 when the Company accelerated the terms set up on the Option Agreement dated April 24, 2009 and purchased the remaining equity interest in Russian Alcohol that was not owned by the Company. Up to this date the Company was recognizing a non cash interest expense every quarter in the statement of operations. The discounted amortization charge for the twelve month period ended December 31, 2009 amounted to $38.5 million.

Other non operating items for the twelve months ended December 31, 2009 show net losses of $0.9 million in comparison to losses of $0.5 million in the twelve months ended December 31, 2008.

Income Tax

Our effective tax rate for the twelve months ended December 31, 2009 was 19.1%, which is mainly driven by the blended statutory tax rates rate of 19% in Poland and 20% in Russia.

Non-controlling Interests and Equity in Net Earnings

Non-controlling interest for the twelve months ended December 31, 2009 represents non-controlling interests held by third parties, consisting primarily of a 15% interest in Parliament prior to September 25, 2009 (when we acquired that minority stake) and

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approximately $2.5 million of non-controlling interest related to certain minority shareholders of Russian Alcohol, whose full stake was purchased by the Company in December, 2009.

Equity in net earnings for the twelve months ending December 31, 2009 include CEDC’s proportional share of net loss from its investments accounted for under the equity method. This includes $17.7 million of losses from the investment in Russian Alcohol for the first quarter 2009, primarily due to the devaluation of Russian ruble against U.S. dollar, while this investment was accounted for using the equity method, which was partially offset by $12.1 million of gain from the investment in the Whitehall Group for the twelve months ended December 31, 2009.

Twelve months ended December 31, 2008 compared to twelve months ended December 31, 2007

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

	Year ended December 31,
	2008			2007
Sales	$	1,289,963		$	934,992
Excise taxes		(718,721	)		(536,942	)
Net Sales		571,242			398,050
Cost of goods sold		321,274			254,615
Gross Profit		249,968			143,435
Operating expenses		114,607			62,897
Operating Income		135,361			80,538
Non operating income / (expense), net
Interest (expense), net		(47,810	)		(33,867	)
Other financial income / (expense), net		(123,801	)		13,594
Other non operating (expenses), net		(488	)		(2,272	)
Income/(loss) before taxes and equity in net income from unconsolidated investments		(36,738	)		57,993
Income tax expense		(1,382	)		(9,054	)
Equity in net earnings/(losses) of affiliates		1,168			0
Income / (loss) from continuing operations		(36,952	)		48,939
Discontinued operations
Income from operations of distribution business		27,203			36,087
Income tax (expense)		(5,169	)		(6,856	)
Income on discontinued operations		22,034			29,231
Net income / (loss)		(14,918	)		78,170
Less: Net income attributable to noncontrolling interests in subsidiaries		3,680			1,068
Net income /(loss) attributable to CEDC		($18,598	)	$	77,102
Income / (loss) from continuing operations per share of common stock, basic		($0.84	)	$	1.23
Income from discontinued operations per share of common stock, basic	$	0.50		$	0.73
Net income / (loss) from operations per share of common stock, basic		($0.34	)	$	1.96
Income / (loss) from continuing operations per share of common stock, diluted		($0.84	)	$	1.21
Income from discontinued operations per share of common stock, diluted	$	0.49		$	0.72
Net income / (loss) from operations per share of common stock, diluted		($0.34	)	$	1.93

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Net Sales

Net sales represents total sales net of all customer rebates, excise tax on production and value added tax. Total net sales increased by approximately 43.5%, or $173.2 million, from $398.0 million for the twelve months ended December 31, 2007 to $571.2 million for the twelve months ended December 31, 2008. Our business split by segment, which represents our primary geographic locations of operations, Poland, Russia and Hungary, is shown below:

	Segment Net Revenues Year ended December 31,
	2008		2007
Segment
Poland	$	397,961	$	360,829
Russia	$	129,799		0
Hungary	$	43,482	$	37,221
Total Net Sales	$	571,242	$	398,050

Sales for Poland increased by $37.2 million from $360.8 million for the year ended December 31, 2007 to $398.0 million for the year ended December 31, 2008. This increase was driven mainly by a growth in year on year sales of $6.9 million due to the growth of our key vodka brands, with Bols Vodka, our flagship premium vodka, growing by 12% and Soplica by 14% in volume terms as compared to the twelve months ended December 31, 2007. Additionally based upon average exchange rates for the twelve months ended December 31, 2008 and 2007, the Polish zloty appreciated by approximately 13%, which resulted in an increase of $52.4 million of sales in U.S. dollar terms. This increase was offset by a reduction from lower excise revenue from direct sales to key accounts, impact of foreign exchange rates and organic sales changes. The reduction from lower excise revenue of $22.1 million reflects sales to key account customers that had historically been made from the sold distribution business but now are made directly from our vodka plants. Historically sales that went through the distribution business were recorded gross with excise tax as compared to net when they are made directly from a production unit. As such this decline reflects the reduction netting off of excise taxes.

As a result of our recent acquisitions in Russia (Parliament), the Company recognized sales growth from acquisitions of $129.8 million.

The Hungarian sales growth of $6.3 million was driven mainly by the increase in year on year sales of $3.1 million as well as appreciation of Hungarian forint against U.S. dollar, which resulted in an increase of $3.2 million of sales in U.S. dollar terms.

Gross Profit

Total gross profit increased by approximately $106.6 million, to $250.0 million for the twelve months ended December 31, 2008, from $143.4 million for the twelve months ended December 31, 2007, reflecting sales growth for the factors noted above in the twelve months ended December 31, 2008. Gross margin increased from 36.0% of net sales for the twelve months ended December 31, 2007 to 43.8% of net sales for the twelve months ended December 31, 2008. Factors impacting our margins include improved sales mix, lower spirit costs, the impact of excise tax as described above as well as the consolidation of Parliament from the first quarter of

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2008. Parliament which, as a Russian vodka producer, operates on a higher gross profit margin than the Polish business. Margins were further improved from lower spirit pricing for the twelve months ended December 31, 2008 as well as the growth of the exclusive import brands.

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 debt. Total operating expenses increased by approximately 82.2%, or $51.7 million, from $62.9 million for the twelve months ended December 31, 2007 to $114.6 million for the twelve months ended December 31, 2008. Approximately $31.5 million of this increase resulted from the effects of the acquisition of Parliament in March 2008 and the remainder of the increase resulted primarily from the growth of the business and the impact of foreign exchange expenses.

The table below sets forth the items of operating expenses.

	Operating Expenses Year Ended December 31,
	2008		2007
	($ in thousands)
S,G&A	$	72,870	$	44,183
Marketing		36,280		15,290
Depreciation and amortization		5,457		3,424
Total operating expense	$	114,607	$	62,897

S,G&A increased by approximately 64.9%, or $28.7 million, from $44.2 million for the twelve months ended December 31, 2007 to $72.9 million for the twelve months ended December 31, 2008. Approximately $17.3 million of this increase resulted primarily from the effects of the acquisitions discussed above and the remainder of the increase resulted primarily from the growth of the business and the appreciation of the Polish zloty against the U.S. dollar. However, as discussed above, the Polish zloty and Russian ruble recently have depreciated sharply against the U.S. dollar. As the Polish zloty and Russian ruble depreciate, S,G&A will decrease in U.S. dollar terms. As a percent of sales, S,G&A has increased from 11.1% of net sales for the twelve months ended December 31, 2007 to 12.8% of net sales for the twelve months ended December 31, 2008.

Depreciation and amortization increased by approximately 61.8%, or $ 2.1 million, from $3.4 million for the twelve months ended December 31, 2007 to $5.5 million for the twelve months ended December 31, 2008. This increase resulted primarily from our existing business growth and the acquisitions of Parliament.

Operating Income

Total operating income increased by approximately 68.1%, or $54.8 million, from $80.5 million for the twelve months ended December 31, 2007 to $135.4 million for the twelve months ended December 31, 2008. Operating income as a percent of sales increased from 20.2% for the twelve months ended December 31, 2007 to 23.7% for the twelve months ended December 31, 2008. This increase resulted primarily from the factors described under “Net Sales” above. The table below summarizes the segmental split of operating profit.

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	Operating Profit Year ended December 31,
	2008			2007
Segment
Poland	$	95,178		$	79,315
Russia		39,745			—
Hungary		7,642			7,491
Corporate Overhead
General corporate overhead		(3,354	)		(4,398	)
Option Expense		(3,850	)		(1,870	)
Total Operating Profit	$	135,361		$	80,538

Income Tax

Our effective tax rate for the twelve months ended December 31, 2008 was 3.8%, which was driven by a combination of the blended statutory tax rates in the tax jurisdictions in which we operate, as well as a true up of our deferred tax asset. The Company has taken an additional non-cash provision for tax loss carry forwards in the Carey Agri subsidiary. Subsequent to December 31, 2009 we changed the name of Carey Agri to CEDC International, however, it is referred to as Carey Agri throughout this report. Due to the level of foreign exchange losses incurred in 2008 as described above, management has determined that a portion of prior period tax losses will not be utilized in the future. As of December 31, 2008, the Company has provided for approximately $7 million, or 50%, of the available tax loss carry forwards in its Carey Agri subsidiary. Effective January 1, 2009, the statutory tax rate in Russia has been reduced from 24% to 20%.

Non-controlling Interests and Equity in Net Earnings

Non-controlling interest for the twelve months ended December 31, 2008 relates primarily to the minority stake of 15% in Parliament.

Equity in net earnings for the twelve months ended December 31, 2008 include CEDC’s proportional share of net income from its investments accounted for under the equity method. This includes $18.7 million of income from the investment in Whitehall Group and $17.5 million of losses from the investment in Russian Alcohol. Included in the results of Russian Alcohol were non cash foreign exchange losses related to the revaluation of debt instruments denominated in U.S. dollars.

Non Operating Income and Expenses

Total interest expense increased by approximately 41.0%, or $13.9 million, from $33.9 million for the twelve months ended December 31, 2007 to $47.8 million for the twelve months ended December 31, 2008. This increase resulted from a combination of additional borrowings to finance the purchase of Russian Alcohol shares completed in July 2008, the issuance of our Convertible Senior Notes to finance the Parliament acquisition and the Whitehall investment and increased interest rates in 2008 as compared to 2007.

The Company recognized $123.8 million of unrealized foreign exchange rate loss in the twelve months ended December 31, 2008, primarily related to the impact of movements in exchange rates on our Senior Secured and Senior Convertible Notes, as these

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borrowings have been lent down to entities that have the Polish zloty as the functional currency, as compared to $13.6 million of gains for the twelve months ended December 31, 2007.

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, equity offerings, the Convertible Senior Notes offering, the 2009 Senior Secured Notes offering and proceeds from exercised options. 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.

	Twelve months ended December 31, 2009			Twelve months ended December 31, 2008			Twelve months ended December 31, 2007
	($ in thousands)
Cash flow from operating activities		89,752			97,670			22,878
Cash flow used in investing activities		(1,067,129	)		(669,626	)		(154,235	)
Cash flow from financing activities		997,964			620,926			40,857

Management views and performs analysis of financial and non financial performance indicators of the business by segments that are split by countries. The extensive analysis of such indicators as sales value in local currencies, gross margin and operating expenses by segment is included in the MD&A section of the Form 10-K/A.

Due to the global economic crisis, the Company experienced lower organic growth rates in 2009 as compared to 2008 and working capital requirements adjusted for the impact of acquisitions were therefore reduced, resulting in increased cash flow from working capital movements during 2009 as compared to 2008. Days sales outstanding (“DSO”) increased from 70 days as of December 31, 2008 to 83 days as of December 31, 2009. This increase was primarily due to increased DSO related to sales made to the subsidiaries comprising our distribution business which were held for sale as of December 31, 2009 (see footnote 2 in our financial statements). As part of the preparation to sell our distribution business, we changed the credit terms the Company extended to these subsidiaries from primarily cash on delivery in 2008 to normal third party credit days (30 days on average) at the end of 2009. This change in settlement from cash to credit terms impacted our overall DSO. The number of days in inventory remained stable at approximately 97 days when comparing the value as of December 31, 2009 to December 31, 2008. In addition, the ratio of our current assets to current liabilities, net of inventories, has increased from 1.17 in 2008 to 1.22 in 2009, primarily due to consolidation of Russian Alcohol that caused the increase of our consolidated current assets in comparison to the increase of our consolidated current liabilities of approximately $250 million.

Fiscal year 2009 cash flow

Net cash flow from operating activities

Net cash flow from operating activities represents net cash flow from operations and interest. Net cash provided by operating activities for the twelve months ended December 31, 2009 was $89.8 million as compared to $97.7 million for the twelve months ended December 31, 2008. Working capital movements contributed $25.2 million of cash inflows for the twelve months ended December 31, 2009 as compared to $4.6 million of cash inflow for the twelve months ended December 31, 2008. As the Company experienced lower organic growth rates in 2009 as compared to 2008, due to the global economic crisis, the business was able to reduce working capital requirements thus improving cash flows from working capital movements.

Net cash flow used in investing activities

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Net cash flows used in investing activities represent net cash used to complete our investments in entities that were not fully owned, acquire fixed assets, deposit the cash required to fund our 2012 Senior Secured Notes redemption, and pay the substantial majority of deferred payment for Russian Alcohol. For the twelve months ended December 31, 2009, $573.5 million was used to complete the remaining purchase in Parliament and Russian Alcohol. Of this approximately $93.4 million was used to fund the remaining minority buy out of Parliament Group and $455.6 million was paid for the remaining interest of Russian Alcohol, with $110 million deferred until final anti-trust approval was obtained in January 2010 and $45 million, payable in cash or shares, deferred until April, 2010 at the earliest. Of the $110.5 million, $101.0 million was funded into escrow and is shown in the cash outflow for changes in restricted cash. The remaining cash outflow in restricted cash of $380.5 million is related to depositing with the trustee the amounts necessary to fund the early redemption of our 2012 Senior Secured Notes, which took place in January 2010.

Net cash flow from financing activities

Net cash flow from financing activities primarily represents cash inflows from borrowings under credit facilities, and offerings of debt and equity issuances, as well as cash used for servicing indebtedness. Net cash provided by financing activities for the twelve months ending December 31, 2009 was $998.0 million as compared to $620.9 million for the twelve months ended December 31, 2008. The primary sources of cash flow from financing activities were two public equity offerings completed in July and November 2009, raising net proceeds of $491.0 million as well as the issuance of new Senior Secured Notes due 2016 raising net proceeds of $929.6 million. Offsetting these cash inflows was the repayment of debt, primarily the debt of Russian Alcohol of $35.0 million and $251.0 million for short and long term portions of this debt respectively. Additional amounts include the payment of pre-acquisition tax penalties of Russian Alcohol, which is to be reimbursed by the sellers and has been netted off with loans from the sellers.

Fiscal year 2008 cash flow

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 twelve months ended December 31, 2008 was $97.7 million as compared to $22.9 million for the twelve months ended December 31, 2007. The primary drivers for the change were overall growth in the business and improved working capital management. Working capital movements contributed $4.6 million of cash outflows for the twelve months ended December 31, 2008 as compared to $37.6 million of cash outflows for the twelve months ended December 31, 2007. Also included in working capital movements was a significant utilization of cash flow from the Parliament entities acquired in Russia which were newly formed legal entities with no receivables, inventory and accounts payable balances as of acquisition date. Therefore, approximately $27 million was funded into the business during the 12 months ending December 31, 2008 in order to build up a normalized working capital base. Adding back the funding provided to Parliament of $27 million, our adjusted cash flow from operations would have been $124.7 million Furthermore, the first quarter of the year is traditionally the highest cash flow generation period and the last quarter traditionally is the highest cash utilization period. Therefore, in 2008 the Company experienced the higher cash utilization in the fourth quarter in connection with its Russian acquisitions, but not the higher cash generation in the first quarter.

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 used in investing activities for the twelve months ended December 31, 2008 was $669.7 million as compared to $154.2 million for the twelve months ended December 31, 2007. The primary cash outflows from investing activities for the twelve months ended December 31, 2008 were the cash consideration and expenses related to the Parliament, Whitehall and Russian Alcohol acquisitions and the acquisition of $103.5 million in subordinated exchangeable notes in connection with the investment in Russian Alcohol.

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 provided by financing activities was $620.9 million for the twelve months ended December 31, 2008 as compared to $40.9 million for the twelve months ended December 31, 2007. The primary source of cash from financing activities was the Company’s offering of $310 million of Convertible Secured Notes to fund the Parliament and Whitehall acquisition, which resulted in net proceeds of $304.4 million, and the proceeds from the common equity offering of $233.8 million, which were used to fund the investment in Russian Alcohol, completed in July 2008.

The Company’s Future Liquidity and Capital Resources

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Financing Arrangements

Bank Facilities

As of December 31, 2009, $35.7 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis.

As of December 31, 2009, the Company had utilized approximately $84.2 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. The Company’s obligations under the credit line agreement are guaranteed through promissory notes issued by certain subsidiaries of the Company and are secured by 33.95% of the share capital of Polmos Bialystok. The indebtedness under the credit line agreement of $63.2 million matures on February 24, 2011 and of $21.0 million on August 11, 2010.

On April 24, 2008, the Company signed a credit agreement with Bank Zachodni WBK S.A. 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 facility was converted into Polish zloty. The maturity of term loan was extended to May 2013 and the maturity of the short term facility 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 Parliament.

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, of which $33.3 million was outstanding as at December 31, 2009. 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.

Each of our bank facilities contains certain customary affirmative and negative covenants that, among other things, limit or restrict our ability to merge, dissolve, liquidate or consolidate, make acquisitions and investments, dispose of or transfer assets, change the nature of our business or incur additional indebtedness, in each case, subject to certain qualifications and exceptions. In addition, each of our bank facilities contains certain financial covenants, which include, but are not limited to, a maximum ratio of total debt less cash to EBITDA (the “Net Leverage Ratio”) of 5.00 and a minimum ratio of EBITDA to fixed charges (the “Consolidated Coverage Ratio”) of 2.25 for each period of twelve months immediately preceding March 31, June 30, September 30 and December 31 of each year until the final maturity date of the respective bank facility. In the fourth quarter of 2009, the minimum Consolidated Coverage Ratio under the credit agreement with Bank Zachodni S.A. was amended to 2.0. On December 17, 2010, as disclosed on our Current Report on Form 8-K filed with the SEC on December 17, 2010, we entered in a new Term and Overdraft Facilities Agreement with Bank Handlowy w. Warszawie S.A., as Agent, Original Lender and Security Agent, and Bank Zachodni WBK S.A., as Original Lender, which replaced each of our bank facilities described above.

We were in compliance with the Net Leverage Ratio and the Consolidated Coverage Ratio covenants as of December 31, 2009. As of December 31, 2009, our Net Leverage Ratio was approximately 4.30 and our Consolidated Coverage Ratio was approximately 3.40.

The Company obtained all required waivers from its banks in connection with the Senior Secured Notes due 2016 offering.

Senior Secured Notes due 2012

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 “2012 Notes”), of which approximately €245 million remained payable as of December 31, 2009. Interest was due semi-annually on the 25th of January and July, and the 2012 Notes are guaranteed on a senior basis by certain of the Company’s subsidiaries.

On December 2, 2009, the Company issued a notice of redemption for the remaining outstanding portion of 2012 Notes and deposited €263.9 million (approximately US$380.4 million) of cash that we received upon the issuance of new Senior Secured Notes due 2016 (described below), representing the redemption price, call premium plus all interest that will be payable on the settlement date, in an account with the trustee for the 2012 Notes. In connection with the notice of redemption and deposit, the indenture governing the 2012 Notes was discharged. Although this discharge removes substantially all of the restrictions imposed by that indenture and makes the likelihood that further payments will be required of us with respect to the 2012 Notes remote, we concluded that it did not meet the definition of “legally released” in paragraph 16(b) of FAS 140 (ASC 405-20-40-1(b)) and therefore we did not recognize the extinguishment of the remaining liability until January 4, 2010. Additionally the cash on deposit was recorded as

43

Restricted Cash on the balance sheet as of December 31, 2009. On January 4, 2010, the final redemption for these 2012 Notes was completed and all funds were remitted to the noteholders, discharging the Company of all remaining obligations.

Senior Secured Notes due 2016

On December 2, 2009, the Company issued and sold $380 million 9.125% Senior Secured Notes due 2016 and €380 million 8.875% Senior Secured Notes due 2016 (the “2016 Notes”) in an offering to institutional investors that was not required to be registered with the SEC. The Company used a portion of the net proceeds from the 2016 Notes to redeem the Company’s outstanding 2012 Notes, having an aggregate principal amount of €245,440,000 on January 4, 2010. The remainder of the net proceeds from the 2016 Notes was used to (i) purchase Lion Capital’s remaining equity interest in Russian Alcohol by exercising the Lion Option and the Co-Investor Option, pursuant to the terms and conditions of the Lion Option Agreement and the Co-Investor Option Agreement, respectively (ii) repay all amounts outstanding under the Russian Alcohol credit facilities; and (iii) repay certain other indebtedness.

The 2016 Notes are guaranteed on a senior basis by certain of the Company’s subsidiaries. We are required to ensure that subsidiaries representing at least 85% of our consolidated EBITDA, as defined in the indenture, guarantee the notes. The notes are secured, directly or indirectly, by a variety of our and our subsidiary’s assets, including shares of the issuer of the notes and subsidiaries in Poland, Cyprus, Russia, the Netherlands, Cayman Islands and Luxembourg, certain intercompany loans made by the issuer of the notes and our Russian finance company in connection with the issuance of the notes, trademarks related to the Soplica brand registered in Poland and the European Union trademarks in the Parliament brand registered in Germany, and bank accounts over $5.0 million. We are also required to use our reasonable best efforts to provide mortgages over our Polmos and Bols production plants and the Russian Alcohol Siberian and Topaz Distilleries within specified time frames. The indenture governing the 2016 Notes contains certain restrictive covenants, including covenants limiting the Company’s ability to: incur or guarantee additional debt; make certain restricted payments; transfer or sell assets; enter into transactions with affiliates; create certain liens; create restrictions on the ability of restricted subsidiaries to pay dividends or other payments; issue guarantees of indebtedness by restricted subsidiaries; enter into sale and leaseback transactions; merge, consolidate, amalgamate or combine with other entities; designate restricted subsidiaries as unrestricted subsidiaries; and engage in any business other than a permitted business.

The 2016 Notes are secured, directly or indirectly, by a variety of our and our subsidiary’s assets, including shares of the issuer of the notes and subsidiaries in Poland, Cyprus, Hungary, Russia, the Netherlands, Cayman Islands, Luxembourg and Delaware, certain intercompany loans made by the issuer of the 2016 Notes and further intercompany loans from the proceeds of the issuance of the 2016 Notes, trademarks related to the Soplica brand registered in Poland and the European Union, trademarks in the Parliament brand registered in Germany, bank accounts over US$5.0 million in cash balances and mortgages over our Polmos Bialystok and Bols production plants in Poland. We are also required to use our reasonable best efforts to provide mortgages over our Russian Alcohol Siberian and Tula Distilleries within specified time frames.

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 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 principal 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 acquisitions of Parliament 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 under 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 9,185,000 shares of the Company’s common stock (including over-allotment shares in a public offering), of which 7,685,000 shares were issued and sold by the Company. The Company received $179.6 million from the offering after deducting underwriting discounts and estimated offering expenses payable by the Company.

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On September 2, 2009, the Company filed a prospectus supplement with the SEC pursuant to a Registration Statement on Form S-3 registering for resale 540,873 shares of the Company’s common stock issued to Cayman 5 in connection with the Russian Alcohol acquisition.

On September 15, 2009, the Company issued to Cirey Holdings, in connection with the Russian Alcohol acquisition, 479,499 shares of the Company’s common stock as earn-out payment.

On November 10, 2009, the Company issued to Kylemore 949,034 shares of the Company’s common stock in exchange for the remaining indirect equity interest in Russian Alcohol that was not held by Lion Capital or CEDC, or approximately 3.76% of the equity ownership of Russian Alcohol.

On November 24, 2009 the Company consummated an offer and sale of an aggregate of 10,250,000 shares of the Company’s common stock, at a price of $31.00 per share. The Company received $308 million from the offering after underwriting discounts and estimated offering expenses payable by the Company.

Whitehall Acquisition

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.

Russian Alcohol Group Acquisition

On January 20, 2010, after the receipt of antimonopoly clearances for the acquisition from the Russian Federal Antimonopoly Commission, the Antimonopoly Committee of the Ukraine, the Company purchased the sole voting share of Lion/Rally Cayman 6 (“Cayman 6”) from an affiliate of Lion Capital and thereby acquired control of Russian Alcohol. The company also paid $110 million in January, 2010, to Lion Capital by releasing $100 million from escrow, which is included in the restricted cash payment on the balance sheet as of December 31, 2009 and paid up the remaining $10 million from cash. The Company still has an obligation to make the last remaining payment to Lion in April, 2010 of $45 million, which can be payable in cash or CEDC shares.

Capital Expenditure

Our net capital expenditure on tangible fixed assets for the twelve months ended December 31, 2009, 2008, and 2007 was $16.1 million, $19.6 million and $20.9 million, respectively. Capital expenditures during the twelve months ended December 31, 2009 were used primarily for production equipment and fleet. Capital expenditures during the twelve months ended December 31, 2008 were used primarily for production equipment and fleet. Capital expenditures during the twelve months ended December 31, 2007 were used primarily for investments in rectification of approximately $16 million, as well as fleet, information systems and plant maintenance.

We have estimated that maintenance capital expenditure for 2010, 2011 and 2012 for our existing business combined with our acquired businesses will be approximately $10.0 million to $15.0 million per year. Future capital expenditure is expected to be used for our continued investment in information technology, trucks, and routine improvements to production facilities. Pursuant to our acquisition of Polmos Bialystok, the Company is required to ensure that Polmos Bialystok will make investments of at least 77.5 million Polish zloty (approximately $27.2 million based on year end exchange rate) during the five years after the consummation of the acquisition. As of December 31, 2009 the company has completed 91.7% of these investment commitments.

A substantial portion of these future capital expenditure amounts are discretionary, and we may adjust spending in any period according to our needs. We currently intend to finance all of our capital expenditure through cash generated from operating activities.

Contractual Obligations

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The following table summarizes our contractual obligations as of December 31, 2009:

	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(unaudited) ($ in thousands)
Long-term debt obligations	$	1,311,510	$	0	$	96,091	$	305,789	$	909,630
Interest on long-term debt		628,048		100,393		191,679		176,338		159,638
Short-term debt obligations		439,996		439,996		0		0		0
Interest on short-term debt		26,588		26,588		0		0		0
Deferred payments related to acquisitions		160,880		160,880		0		0		0
Operating leases		15,125		6,374		4,453		4,298		0
Capital leases		884		443		441		0		0
Contracts with suppliers		5,362		4,385		961		16		0
Total	$	2,588,393	$	739,059	$	293,625	$	486,441	$	1,069,268

Approximately $380 million of the $440.0 million of short term debt obligations were fully repaid on January 4, 2010 as part of the redemption of the Senior Secured Notes due in 2012.

Effects of Inflation and Foreign Currency Movements

Actual inflation in Poland was 3.5% in 2009, compared to inflation of 4.2% in 2008. In Russia and Hungary respectively, the actual inflation for 2009 was at 8.8% and 5.6%, 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 statement of operations. The impact on cash is demonstrated on the cash flow statement as the movement in foreign exchange differences on cash and cash equivalents. The impact on the statement of operations is by the movement of the average exchange rate used to restate the statement of operations 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 statement of operations relate only to realized gains or losses on transactions that are not denominated in Polish zloty, Russian ruble or Hungarian forint.

The average zloty/dollar and ruble/dollar exchange rates used to create our statement of operations depreciated by approximately 30% and 28% respectively. The actual year end zloty/dollar and ruble/dollar exchange rates used to create our balance sheet appreciated by approximately 4% and 2% as compared to December 31, 2008 respectively. Should this trend continue, our results of operations may be positively impacted due to a 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 if the trend reverses our results of operations 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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The Company has borrowings including its Senior Secured Notes due 2012, Convertible Notes due 2013 and Senior Secured Notes due 2016 that are denominated in U.S. dollars and euros, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies is to increase or decrease the value of the Company’s liabilities for that debt in terms of the Company’s functional currencies when those functional currencies depreciate or appreciate in value respectively. As a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rates which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a 1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€625 million or approximately $901 million	$9 million gain/loss

The table above includes €245 million for the Senior Secured Notes due in 2012 that were redeemed on January 4, 2010, thus there will not be any foreign exchange impact from them after this date.

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. 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 or related to imported goods, in which case it is recorded net of excise tax.

Goodwill and Intangibles

Following the adoption of ASC Topic 805 and ASC Topic 350, 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 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. For goodwill, 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

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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 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 ASC Topic 350, 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.

In order to perform the test of the impairment for goodwill and indefinite lived intangible assets, the use of estimates is required. We based our calculations as at December 31, 2009 on the following assumptions:

• Risk free rates for Poland, Russia and Hungary used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates, long term Russian Government Bonds rates and long term Hungarian Government Bonds. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland, Russia and Hungary separately. As a result of our assumptions and calculations, we have determined discount rates of 8.59%, 11.88% and 10.24% for Poland, Russia and Hungary, respectively. Factoring in a deviation of 10% for the discount rate as compared to management’s estimate, there would still be no need for an impairment charge against goodwill.

• We have tested goodwill for impairment separately for the following reporting units: Poland Vodka Production, Domestic Distribution, Hungary Distribution, Russia Vodka Production (including Parliament and Russian Alcohol).

• 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 estimations supporting our calculations under current market trends and conditions we believe that no 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 ASC Topic 805 “Business Combinations.”

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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As a result of requirements set out in ASC 810, the Company changed the method of consolidation of Whitehall Group, in which the Company controls 49% of the voting interest from consolidation to the equity method of accounting. This change was applied retrospectively to all the periods presented in the financial statements.

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 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

Upon original acquisition of Whitehall Group it was determined that the entity was a variable interest entity and that CEDC was the primary beneficiary. CEDC consolidated the Whitehall Group as a business combination as of May 23, 2008, on the basis that the Whitehall Group was a Variable Interest Entity (“VIE”) and the Company had 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 as Equity method investment in affiliates 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.

In June 2009, the FASB issued ASC Topic 810, which changes how a company determines whether an entity should be consolidated. Upon the adoption of ASC Topic 810, the Company reassessed who is the primary beneficiary based on the accounting definition of ‘control’ and power. Based on that reassessment the Company changed the method of consolidation of Whitehall Group, in which the Company controls 49% of the voting interest from consolidation to the equity method of accounting. This change was applied retrospectively to all the periods presented in the financial statements. The impact of ASC Topic 810 has been already assessed hence the change in the accounting treatment is presented in these restated financial statements.

Russian Alcohol Group

On January 20, 2010, the Company completed its acquisition of Russian Alcohol. For further details on the whole structure of this acquisition please refer to Note 2 of the accompanying financial statements attached herein.

At the lowest level of the existing structure, all of Russian Alcohol companies 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 Russian Alcohol 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 Capital is the general partner. CEDC has 100% of the economic interests in Cayman 7, but Lion Capital retains control of Cayman 7 through

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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 ASC Topic 810.

Based upon the review of Paragraph 4 of ASC Topic 810 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 ASC Topic 810 and thus subject to consolidation accounting.

In determining the accounting treatment if Cayman 7 and, effectively, the whole Russian Alcohol is a VIE and needs to be consolidated by CEDC, we considered the conditions outlined in ASC Topic 810.

• 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).

• 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 Capital (if dividends paid to CEDC by Russian Alcohol exceed the call option price, Lion Capital has to return the excess as CEDC’s call option obligations have been met). However, Lion Capital is not entitled to receive any dividends from Cayman 7 directly as CEDC has 100% of the economic interests, with Lion Capital having voting control through voting rights. Therefore we believe that Paragraph 5(b) would cause Cayman 7 to be treated as a VIE.

• 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 Russian Alcohol, is a VIE. CEDC, as the party most closely associated with Cayman 7 receiving all economic benefits from Russian Alcohol thorough the chain of subsidiaries, would be considered the primary beneficiary of Cayman 7 and must therefore consolidate Cayman 7 together with all of Russian Alcohol as a business combination under ASC Topic 805.

On December 9, 2009 we accelerated the terms set up on the Option Agreement dated April 24, 2009 and purchased the remaining equity interest in Russian Alcohol that was not owned by the Company. As a result of this Russian Alcohol is no longer treated as a VIE, but rather consolidated as a fully owned subsidiary.

Share Based Payments

As of January 1, 2006, the Company adopted ASC Topic 718 “Compensation—Stock Compensation” requiring the recognition of compensation expense in the Consolidated Statements of Operations related to the fair value of its employee share-based options.

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 12 to our Consolidated Financial Statements for more information regarding stock-based compensation.

Recently Issued Accounting Pronouncements

In August 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update No. 2009-05, Fair Value Measurements and Disclosures (“ASU 2009-05”), which is effective for financial statements issued for interim and annual periods ending after August 2009. ASU 2009-05 amends FASB Accounting Standards Codification (“FASB ASC”) Topic 820-10 (“FASB ASC 820-10”). The update provides clarification on the techniques for measurement of fair value required of a reporting entity when a quoted price in an active market for an identical liability is not available. This update had no impact on the Company’s financial position, results of operations or cash flows.

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In June 2009, the 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 FAS No. 162 (“SFAS No. 168”), which is effective for financial statements issued for interim and annual periods ended after September 15, 2009. SFAS No. 168 codified as ASC Topic 105-10 (“FASB ASC 105-10”). FASB ASC 105-10 identifies the sources of accounting principles and the framework for selecting principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with US GAAP (the GAAP hierarchy). This standard had no impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued ASC Topic 810, “Amendments to FASB Interpretation No. 46(R)” (“ASC 810”). ASC 810 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. ASC 810 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 ASC Topic 860. ASC 810 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2009. In June 2009, the FASB issued new guidance on variable interest entities. ASU 2009-17, Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“VIE”), amended prior guidance requiring an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. Determining who consolidates a VIE is based on two requirements: (i) who has the power over key decisions, and (ii) who has obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. If one party has both, then that party consolidates the entity. Power is based on who controls the decisions that most significantly impact the economic activities of the entity. ASU 2009-17 is effective for the Company from January 1, 2010. Due to the revision of ASC Topic 810, including the redefining of ‘control’, and because the day-to-day control over the business has been delegated to the CEO - Mark Kaufman and the list of activities for which the Company has overview is limited, the Company changed the accounting treatment for its 49% voting interest in Whitehall Group from consolidation to the equity method of accounting. Adoption of the requirements of ASC Topic 810 resulted as of December 31, 2009 in net decrease in assets of $106 million, liabilities of $85 million and non-controlling interest of $23 million. Please refer to Note 2 for the disclosure impact of adoption of ASC Topic 810 on the consolidated financial statements of the Company as of December 31, 2009. As of June 30, 2010 we continue to hold 50% minus one vote of the voting power and 80% of the total economic shares of Whitehall. This change was applied retrospectively to all the periods presented in the financial statements.

In April 2009, the FASB issued FASB Staff Position (“FSP”) No. SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP No. SFAS 115-2 and SFAS 124-2”), which is codified in FASB ASC Topic 320-10. FSP No. SFAS 115-2 and SFAS 124-2 provides guidance to determine whether the holder of an investment in a debt security for which changes in fair value are not regularly recognized in earnings should recognize a loss in earnings when the investment is impaired. This FSP also improves the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the consolidated financial statements. This guidance is effective for interim reporting periods ended 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 FSP No. SFAS 107-1 and Accounting Principles Board (“APB”) Opinion No. APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP No. SFAS 107-1 and APB 28-1”). FSP No. SFAS 107-1 and APB 28-1, which is codified in FASB ASC Topic 825-10-50, require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The Company adopted FSP No. SFAS 107-1 and APB 28-1 beginning April 1, 2009. This FSP had no impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP No. SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP No. SFAS 157-4”). FSP No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for estimating fair value and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The Company adopted FSP No. SFAS 157-4 beginning April 1, 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.

In December 2008, the FASB issued FSP No. SFAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, (“FSP No. SFAS 132(R)-1”) which is codified in FASB ASC Topic 715-20-50. FSP No. SFAS 132(R)-1 requires enhanced

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disclosures about the plan assets of a Company’s defined benefit pension and other postretirement plans intended to provide financial statement users with a greater understanding of: 1) how investment allocation decisions are made; 2) the major categories of plan assets; 3) the inputs and valuation techniques used to measure the fair value of plan assets; 4) the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and 5) significant concentrations of risk within plan assets. 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 7A. Quantitative and Qualitative Disclosure 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 primarily 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, Russia and Hungary. 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 Company has borrowings including its Senior Secured Notes due 2012, Convertible Notes due 2013 and Senior Secured Notes 2016 that are denominated in U.S. dollars and euro’s, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies 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 a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rate which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a 1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€625 million or approximately $901 million	$9 million gain/loss

The table above includes €245 million for the Senior Secured Notes due in 2012 that were redeemed on January 4, 2010, thus there will not be any foreign exchange impact from them after this date.

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Item 8. Financial Statements and Supplementary Data

Index to consolidated financial statements:

Report of Independent Registered Public Accounting Firm	55
Consolidated Balance Sheets at December 31, 2009 and 2008	57
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007	58
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December  31, 2009, 2008 and 2007	59
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	60
Notes to Consolidated Financial Statements	61

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Central European Distribution Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Central European Distribution Corporation (“CEDC” or the “Company”) and its subsidiaries at December 31, 2009 and December 31, 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Report on Internal Control over Financial Reporting (not presented herein) appearing under Item 9A of the Company’s 2009 Annual Report on Form 10-K. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 1 and 2 to the consolidated financial statements, the Company changed the manner in which it accounts for non-controlling interests, debt with conversion features and business combinations in 2009. As further discussed in Notes 1 and 2 to the consolidated financial statements, the Company also changed the presentation of its distribution business to discontinued operations and the consolidation of the Whitehall Group to the equity method of accounting in 2010.

A company’s internal control over financial reporting is a process designed 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. 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in the Management’s Report in Internal Control over Financial Reporting (not presented herein) appearing under Item 9A of the Company’s 2009 Annual Report on Form 10-K, management has excluded the Russian Alcohol Group from its assessment of internal control over financial reporting as of December 31, 2009 because it was acquired by the Company in a purchase business combination during the year ended December 31, 2009. We have also excluded the Russian Alcohol Group from our audit of internal control over financial reporting. The Russian Alcohol group is a wholly-owned subsidiary whose total assets and total revenues represent 20.0% and 21.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers Sp. z o.o.

Warsaw, Poland

55

March 1, 2010, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the retrospective adoption of ASC Topic 810 in relation to the de-consolidation of the Whitehall Group and the presentation of the Company’s distribution business as discontinued operations, as discussed in Notes 1 and 2, as to which the date is November 23, 2010.

56

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED BALANCE SHEET

Amounts in columns expressed in thousands

(except share information)

	December 31, 2009			December 31, 2008
ASSETS
Current Assets
Cash and cash equivalents	$	126,439		$	84,639
Restricted cash		481,419			0
Accounts receivable, net of allowance for doubtful accounts of $37,630 and $11,768 respectively		475,126			253,527
Inventories		92,216			84,426
Prepaid expenses and other current assets		33,302			8,469
Loans granted		1,608			1,608
Loans granted to affiliates		7,635			7,575
Deferred income taxes		82,609			23,426
Current assets of discontinued operations		267,561			214,761
Total Current Assets		1,567,915			678,431
Intangible assets, net		773,222			564,066
Goodwill, net		1,484,072			502,441
Property, plant and equipment, net		215,916			76,662
Deferred income taxes		27,123			12,886
Equity method investment in affiliates		244,504			397,601
Subordinated loans to affiliates		0			107,707
Non-current assets of discontinued operations		101,778			96,345
Total Non-Current Assets		2,846,615			1,757,708
Total Assets	$	4,414,530		$	2,436,139
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	113,006		$	96,345
Bank loans and overdraft facilities		81,053			37,048
Income taxes payable		3,827			4,754
Taxes other than income taxes		208,784			122,180
Other accrued liabilities		91,435			67,832
Short-term obligations under Senior Notes		358,943			0
Current portions of obligations under capital leases		481			889
Deferred consideration		160,880			0
Current liabilities of discontinued operations		194,761			180,321
Total Current Liabilities		1,213,170			509,369
Long-term debt, less current maturities		106,043			170,510
Long-term obligations under capital leases		480			773
Long-term obligations under Senior Notes		1,205,467			633,658
Long-term accruals		3,214			5,806
Deferred income taxes		198,174			106,485
Non-current liabilities of discontinued operations		2,820			1,421
Total Long Term Liabilities		1,516,198			918,653
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 69,411,845 and 47,344,874 shares issued at December 31, 2009 and December 31, 2008, respectively)		694			473
Additional paid-in-capital		1,296,391			816,490
Retained earnings		264,917			186,588
Accumulated other comprehensive income/(loss) of continuing operations		82,994			(39,170	)
Accumulated other comprehensive income of discontinued operations		40,316			29,280
Less Treasury Stock at cost (246,037 shares at December 31, 2009 and December 31, 2008, respectively)		(150	)		(150	)
Total CEDC Stockholders’ Equity		1,685,162			993,511
Noncontrolling interests in subsidiaries		0			14,606
Total Equity		1,685,162			1,008,117
Total Liabilities and Stockholders’ Equity	$	4,414,530		$	2,436,139

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

57

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in columns expressed in thousands

(except per share information)

	Year ended December 31,
	2009			2008			2007
Sales	$	1,532,352		$	1,289,963		$	934,992
Excise taxes		(842,938	)		(718,721	)		(536,942	)
Net Sales		689,414			571,242			398,050
Cost of goods sold		340,482			321,274			254,615
Gross Profit		348,932			249,968			143,435
Operating expenses		164,467			114,607			62,897
Operating Income		184,465			135,361			80,538
Non operating income / (expense), net
Interest (expense), net		(73,468	)		(47,810	)		(33,867	)
Other financial income / (expense), net		25,193			(123,801	)		13,594
Amortization of deferred charges		(38,501	)		0			0
Other non operating (expenses), net		(934	)		(488	)		(2,272	)
Income/(loss) before taxes and equity in net income from unconsolidated investments		96,755			(36,738	)		57,993
Income tax expense		(18,495	)		(1,382	)		(9,054	)
Equity in net earnings/(losses) of affiliates		(5,583	)		1,168			0
Income / (loss) from continuing operations		72,677			(36,952	)		48,939
Discontinued operations
Income from operations of distribution business		9,410			27,203			36,087
Income tax (expense)		(1,050	)		(5,169	)		(6,856	)
Income on discontinued operations		8,360			22,034			29,231
Net income / (loss)		81,037			(14,918	)		78,170
Less: Net income attributable to noncontrolling interests in subsidiaries		2,708			3,680			1,068
Net income /(loss) attributable to CEDC	$	78,329			($18,598	)	$	77,102
Income / (loss) from continuing operations per share of common stock, basic	$	1.35			($0.84	)	$	1.23
Income from discontinued operations per share of common stock, basic	$	0.16			$0.50		$	0.73
Net income / (loss) from operations per share of common stock, basic	$	1.51			($0.34	)	$	1.96
Income / (loss) from continuing operations per share of common stock, diluted	$	1.35			($0.84	)	$	1.21
Income from discontinued operations per share of common stock, diluted	$	0.15			$0.49		$	0.72
Net income / (loss) from operations per share of common stock, diluted	$	1.50			($0.34	)	$	1.93

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

58

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY

Amounts in columns expressed in thousands

(except per share information)

	Common Stock									Additional Paid-in Capital			Retained Earnings			Accumulated other comprehensive income of continuing operations			Accumulated other comprehensive income of discontinued operations		Noncontrolling interest in subsidiaries			Total
	Common Stock				Treasury Stock
	No. of Shares		Amount		No. of Shares		Amount
Balance at December 31, 2006		38,692	$	387		246		($150	)	$	374,985		$	128,084			($7,307	)	$	24,600	$	21,395		$	541,994
Net income for 2007		0		0		0		0			0			77,102			0			0		1,068			78,170
Foreign currency translation adjustment		0		0		0		0			0			0			163,060			2,376		(21,982	)		143,454
Comprehensive income for 2007		0		0		0		0			0			77,102			163,060			2,376		(20,914	)		221,624
Common stock issued in public placement		1,554		16		0		0			42,338			0			0			0		0			42,354
Common stock issued in connection with options		272		3		0		0			5,538			0			0			0		0			5,541
Common stock issued in connection with acquisitions		48		0		0		0			1,693			0			0			0		0			1,693
Refundable purchase price related to Botapol acquisition		0		0		0		0			5,000			0			0			0		0			5,000
Balance at December 31, 2007		40,566	$	406		246		($150	)	$	429,554		$	205,186		$	155,753		$	26,976	$	481		$	818,206
Net (loss) for 2008		0		0		0		0			0			(18,598	)		0			0		3,680			(14,918	)
Foreign currency translation adjustment		0		0		0		0			0			0			(194,923	)		2,304		10,445			(182,174	)
Comprehensive income for 2008		0		0		0		0			0			(18,598	)		(194,923	)		2,304		14,125			(197,092	)
Common stock issued in public placement		3,576		36		0		0			233,809			0			0			0		0			233,845
Common stock issued in connection with options		121		1		0		0			5,739			0			0			0		0			5,740
Common stock issued in connection with acquisitions		3,082		30		0		0			134,601			0			0			0		0			134,631
Balance at December 31, 2008 (as reported)		47,345	$	473		246		($150	)	$	803,703		$	188,595			($39,170	)	$	29,280	$	14,606		$	997,337
Adoption of ASC 470-20		0		0		0		0			12,787			(2,007	)		0			0		0			10,780
Balance at December 31, 2008 (as adjusted)		47,345	$	473		246		($150	)	$	816,490		$	186,588			($39,170	)	$	29,280	$	14,606		$	1,008,117
Net income / (loss) for 2009		0		0		0		0			0			78,329			0			0		2,708			81,037
Foreign currency translation adjustment		0		0		0		0			0			0			122,164			11,036		(4,018	)		129,182
Comprehensive income for 2009		0		0		0		0			0			78,329			122,164			11,036		(1,310	)		210,219
Common stock issued in public placement		17,935		179		0		0			486,967			0			0			0		0			487,146
Common stock issued in connection with options		63		1		0		0			4,634			0			0			0		0			4,635
Common stock issued in connection with acquisitions		4,069		41		0		0			81,156			0			0			0		0			81,197
Acquisition of Russian Alcohol Group		0		0		0		0			0			0			0			0		50,000			50,000
Purchase of Russian Alcohol Group shares from noncontrolling interest		0		0		0		0			(29,401	)		0			0			0		(52,382	)		(81,783	)
Purchase of Whitehall Group shares from noncontrolling interest		0		0		0		0			(20,195	)		0			0			0		0			(20,195	)
Gross up on trademarks in Parliament		0		0		0		0			0			0			0			0		15,993			15,993
Purchase of Parliament Group shares from noncontrolling interest		0		0		0		0			(43,260	)		0			0			0		(26,907	)		(70,167	)
Balance at December 31, 2009		69,412	$	694		246		($150	)	$	1,296,391		$	264,917			$82,994		$	40,316	$	0		$	1,685,162

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

59

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

Amounts in columns expressed in thousands

	Twelve months ended December 31,
	2009			2008			2007
Cash flows from operating activities of continuing operations
Net income / (loss)	$	81,037		($	14,918	)	$	78,170
Adjustments to reconcile net income / (loss) to net cash provided by / (used in) operating activities:
Net (income) from discontinued operations		(8,360	)		(22,034	)		(29,231	)
Depreciation and amortization		11,274			9,929			6,428
Deferred income taxes		(34,941	)		(19,285	)		10,148
Unrealized foreign exchange (gains) / losses		(38,760	)		133,528			(23,940	)
Cost of debt extinguishment		0			1,156			11,864
Stock options fair value expense		3,782			3,850			1,866
Dividends received from Whitehall Group		10,868			0			0
Hedge fair value revaluation		9,160			0			0
Equity (income)/loss in affiliates		5,583			(1,168	)		0
Gain on fair value remeasurement of previously held equity interest, net of impairment		(12,418	)		0			0
Amortization of deferred charges		38,501			0			0
Other non cash items		(1,175	)		2,025			5,219
Changes in operating assets and liabilities:
Accounts receivable		(21,433	)		(84,480	)		(11,217	)
Inventories		35,590			8,745			(1,356	)
Prepayments and other current assets		27,906			13,864			(403	)
Trade accounts payable		(92,552	)		27,952			(5,888	)
Other accrued liabilities and payables		75,690			38,506			(18,782	)
Net cash provided by operating activities from continuing operations		89,752			97,670			22,878
Cash flows from investing activities of continuing operations
Investment in fixed assets		(16,080	)		(19,652	)		(20,900	)
Proceeds from the disposal of fixed assets		3,874			2,325			2,670
Changes in restricted cash		(481,419	)		0			0
Refundable purchase price related to Botapol acquisition		0			0			5,000
Purchase of financial assets		0			(103,500	)		0
Acquisitions of subsidiaries, net of cash acquired		(573,504	)		(548,799	)		(141,005	)
Net cash (used in) investing activities from continuing operations		(1,067,129	)		(669,626	)		(154,235	)
Cash flows from financing activities of continuing operations
Borrowings on bank loans and overdraft facility		5,810			94,845			0
Borrowings on long-term bank loans		0			35,617			122,508
Payment of bank loans, overdraft facility and other borrowings		(112,084	)		(23,131	)		(31,923	)
Payment of long-term borrowings		(265,517	)		0			8
Net borrowings of Senior Secured Notes		929,569			0			0
Payment of Senior Secured Notes		0			(26,996	)		(95,440	)
Repayment of obligation to former shareholders		(28,814	)		0			0
Hedge closure		(14,417	)		0			0
Repayment of short term capital leases		(535	)		(772	)		(1,071	)
Proceeds from short term capital leases		0			1,216			445
Issuance of shares in public placement		490,974			233,845			42,354
Transactions with equity holders		(7,876	)		0			0
Net borrowings on Convertible Senior Notes		0			304,403			0
Options exercised		854			1,899			3,976
Net cash provided by financing activities from continuing operations		997,964			620,926			40,857
Cash flows from discontinued operations
Net cash provided by / (used in) operating activities of discontinued operations		19,527			(655	)		206
Net cash (used in) investing activities of discontinued operations		(2,596	)		(2,920	)		(4,887	)
Net cash provided by / (used in) financing activities of discontinued operations		(11,656	)		(8,032	)		16,066
Net cash provided by/(used in) discontinued operations		5,275			(11,607	)		11,385
Adjustment to reconcile the change in cash balances of discontinued operations		(5,275	)		11,607			(11,385	)
Currency effect on brought forward cash balances		21,213			(34,564	)		12,796
Net Increase / (Decrease) in Cash		41,800			14,406			(77,704	)
Cash and cash equivalents at beginning of year		84,639			70,233			147,937
Cash and cash equivalents at end of year	$	126,439		$	84,639		$	70,233
Supplemental Schedule of Non-cash Investing Activities
Common stock issued in connection with investment in subsidiaries	$	81,197		$	134,631		$	1,693
Supplemental disclosures of cash flow information
Interest paid	$	68,865		$	52,734		$	38,339
Income tax paid	$	16,270		$	33,865		$	20,391

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

60

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts in tables expressed in thousands, except per share information

1. Organization and Significant Accounting Policies

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, Soplica and Zhuravli 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 a leading exclusive importer of wines and spirits in Poland, Russia and Hungary. As disclosed further in Notes, due to the sale of its distribution business completed on August 2, 2010 the Company has presented the distribution business in Poland as a discontinued operation in these restated financial statements for the year ended December 31, 2009.

Significant Accounting Policies

The significant accounting policies and practices followed by the Company are as follows:

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 consolidated Russian Alcohol, where we obtained full voting control in January 2010. 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).

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

• We adopted the provisions of Accounting Standards Codification (“ASC”) Topic 810-10, “Consolidation”, 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. As a result of our adoption of this standard, amounts previously reported as minority interests in other partnerships on our balance sheets are now presented as noncontrolling interests in other partnerships within equity.

As a result of adoption of ASC Topic 810-10, as at December 31, 2008, noncontrolling interest related to our shareholding in Parliament and Polmos Bialystok amounting to $14.6 million would be reported as part of equity.

ASC Topic 810-10 applies prospectively, except for presentation and disclosure requirements, which are applied retrospectively.

• We adopted ASC Topic 470-20, “Debt with Conversion and Other Options” that 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 ASC Topic 470-20 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.

ASC Topic 470-20 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 consolidated statement of operations were retroactively modified compared to previously reported amounts as follows (in thousands, except per share amounts):

61

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	Year ended December  31, 2008
Additional pre-tax non-cash interest expense		3,087
Additional deferred tax benefit		1,080
Retroactive change in net income and retained earnings		(2,006	)
Change to basic earnings per share		($0.05	)
Change to diluted earnings per share		($0.05	)

For the year ended December 31, 2009, the additional pre-tax non-cash interest expense recognized in the consolidated statement of operations was $3.9 million. Accumulated amortization related to the debt discount was $7.0 million and $3.1 million as of December 31, 2009 and December 31, 2008, respectively. The annual pre-tax increase in non-cash interest expense on our consolidated statements of operations to be recognized until 2013, the maturity date of the CSNs, is as follows (in thousands):

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

The FASB has issued FASB Statement No. 168, The “FASB Accounting Standards Codification™” and the Hierarchy of Generally Accepted Accounting Principles codified as ASC Topic 105 “Generally Accepted Accounting Principles”. ASC Topic 105 establishes the FASB Accounting Standards Codification™ (Codification or ASC) as the single source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative.

Following the Codification, the Board will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates, which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification.

GAAP is not intended to be changed as a result of the FASB’s Codification project, but it will change the way the guidance is organized and presented. As a result, these changes will have a significant impact on how companies reference GAAP in their financial statements and in their accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009. CEDC adopted the Codification by providing references to the Codification topics alongside references to the existing standards.

As a result of requirements set out in ASC 810, the Company changed the method of consolidation of Whitehall Group, in which the Company controls 49% of the voting interest from consolidation to the equity method of accounting. This change was applied retrospectively to all the periods presented in the financial statements.

For the purpose of financial reporting Management analyzed the requirements of U.S. GAAP (mainly ASC 360-10 PP&E and ASC 205-20 Presentation of Financial Statements) and concluded that the Company’s activities meet the required criteria and therefore it is necessary to present its distribution business in Poland, described below, as a component held for sale. On August 2, 2010 the Company has closed the sale of 100% of its distribution business in Poland to Eurocash S.A. for a purchase price of 378.6 million Polish zlotys ($124.2 million) in cash, on a debt free, cash free basis, after all price adjustments.

As of 2009, the Company had transferred all of the entities that have been subsequently discontinued into a separate legal structure in order to prepare them for sale. Prior to that, these entities, while generally separate legal entities, were highly integrated into the our main operations. In preparing the discontinued operations information for years prior to 2009, we have assessed the data that was available for each significant financial statement line item. Sales and cost of sales were known as the Company has detailed information in this area, as were certain other costs such as payroll. In relation to carved out distribution operations from Carey Agri

62

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

certain other costs, such as IT, marketing transport, etc were allocated from the entire business of Carey Agri based on the ratios of the total costs for the Carey Agri business less those costs that were specific to import activity of Carey Agri. Income taxes were allocated to the legal entities based on the Polish tax rate of 19%, as the distribution business was a not a business that generated significant permanent tax differences under the Polish tax code. No allocations of overhead or other costs from the remaining parts of the continuing business were made to the discontinued operations.

The table below presents the impact from the change in the presentation of the Company’s distribution business to discontinued operations as well as the impact of the adoption of ASC Topic 810 in relation to Whitehall Group on the Consolidated Statements of Operations and Consolidated Balance Sheet of the Company as of December 31, 2009 and as of December 31, 2008 in comparison to information previously filed in the Company’s Form 10-K for 2009.

	December 31, 2009		Whitehall Group			Distribution business		December 31, 2009 (as reported)
Total Current Assets	$	1,567,915	$	(121,629	)	$	73,414	$	1,616,130
Total Non-Current Assets		2,846,615		15,852			0		2,830,763
Total Current Liabilities		1,213,170		(85,238	)		74,155		1,224,253
Total Long Term Liabilities		1,516,198		0			1,608		1,514,590
Redeemable noncontrolling interests in Whitehall Group		0		(22,888	)		0		22,888
	December 31, 2008		Whitehall Group			Distribution business		December 31, 2008 (as reported)
Total Current Assets	$	678,431	$	(132,609	)	$	45,172	$	765,868
Total Non-Current Assets		1,757,708		39,890			0		1,717,818
Total Current Liabilities		509,369		(95,959	)		45,172		560,156
Total Long Term Liabilities		918,653		0			0		918,653
Redeemable noncontrolling interests in Whitehall Group		0		(33,642	)		0		33,642

Adjustments in the tables above related to the disposal of distribution business represent the assets and liabilities in that business that are subsequently retained by the Company going forward.

	2009			Whitehall Group			Distribution business			2009 (as reported)
Net Sales		689,414			(184,331	)		(633,394	)		1,507,139
Gross Profit		348,932			(72,079	)		(73,585	)		494,596
Operating expenses		164,467			(52,412	)		(61,569	)		278,448
Operating Income		184,465			(19,667	)		(12,016	)		216,148
Income before taxes and equity in net income from unconsolidated investments		96,755			(13,957	)		(9,410	)		120,122
Income tax expense		(18,495	)		3,360			1,050			(22,905	)
Equity in net earnings of affiliates		(5,583	)		7,519			0			(13,102	)
Income / (loss) from continuing operations		72,677			(3,078	)		(8,360	)		84,115
Discontinued operations
Income / (loss) from operations of distribution business		9,410			0			9,410			0
Income tax (expense)		(1,050	)		0			(1,050	)		0
Income / (loss) on discontinued operations		8,360			0			8,360			0
Net income / (loss)		81,037			(3,078	)		0			84,115
Less: Net income attributable to noncontrolling interests in subsidiaries		2,708			0			0			2,708
Less: Net income attributable to noncontrolling interests in Whitehall Group		0			(3,078	)		0			3,078
Net income /(loss) attributable to CEDC	$	78,329		$	0		$	0		$	78,329

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	2008			Whitehall Group			Distribution business			2008 (as reported)
Net Sales		571,242			(168,094	)		(907,668	)		1,647,004
Gross Profit		249,968			(58,500	)		(113,637	)		422,105
Operating Income		135,361			(33,629	)		(29,742	)		198,732
Income before taxes and equity in net income from unconsolidated investments		36,738			(22,294	)		(27,203	)		12,759
Income tax expense		(1,382	)		5,321			5,169			(11,872	)
Equity in net earnings of affiliates		1,168			10,170			0			(9,002	)
Income / (loss) from continuing operations		(36,952	)		(6,803	)		(22,034	)		(8,115	)
Discontinued operations
Income / (loss) from operations of distribution business		27,203			0			27,203			0
Income tax (expense)		(5,169	)		0			(5,169	)		0
Income / (loss) on discontinued operations		22,034			0			22,034			0
Net income / (loss)		(14,918	)		(6,803	)		0			(8,115	)
Less: Net income attributable to noncontrolling interests in subsidiaries		3,680			0			0			3,680
Less: Net income attributable to noncontrolling interests in Whitehall Group		0			(6,803	)		0			6,803
Net income /(loss) attributable to CEDC		($18,598	)	$	0		$	0			($18,598	)

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	2007			Distribution business			2007 (as reported)
Net Sales		398,050			(791,772	)		1,189,822
Gross Profit		143,435			(105,327	)		248,762
Operating Income		80,538			(37,547	)		118,085
Income before taxes and equity in net income from unconsolidated investments		57,993			(36,087	)		94,080
Income tax expense		(9,054	)		6,856			(15,910	)
Income / (loss) from continuing operations		48,939			(29,231	)		78,170
Discontinued operations
Income / (loss) from operations of distribution business		36,087			36,087			0
Income tax (expense)		(6,856	)		(6,856	)		0
Income / (loss) on discontinued operations		29,231			29,231			0
Net income / (loss)		78,170			0			78,170
Less: Net income attributable to noncontrolling interests in subsidiaries		1,068			0			1,068
Net income /(loss) attributable to CEDC	$	77,102		$	0		$	77,102

The Company has performed an evaluation of subsequent events through March 1, 2010, which is the date the financial statements were issued. The Company also performed an evaluation through November 23, 2010 for the effects of presentation of distribution business as discontinued operations and Whitehall Group deconsolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements.

Foreign Currency Translation and Transactions

For all of the Company’s subsidiaries the functional currency is the local currency. Assets and liabilities of these operations are translated at the exchange rate in effect at each year-end. The Statement of Operations are translated at the average rate of exchange prevailing during the respective year. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of stockholders’ equity. Transaction adjustments arising from operations as well as gains and losses from any specific foreign currency transactions are included in the reported net income/(loss) for the period.

The accompanying consolidated financial statements have been presented in U.S. dollars.

Tangible Fixed Assets

Tangible fixed assets are stated at cost, less accumulated depreciation. Depreciation of tangible fixed assets is computed by the straight-line method over the following useful lives:

Type	Depreciation life in years
Transportation equipment including capital leases	5
Production equipment	10
Software	5
Computers and IT equipment	3
Beer dispensing and other equipment	2-10
Freehold land	Not depreciated
Freehold buildings	40

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

Leased equipment meeting appropriate criteria is capitalized and the present value of the related lease payments is recorded as a liability. Amortization of capitalized leased assets is computed on a straight-line method over the useful life of the relevant assets.

Where the cost of equipment is approximately $1,500 per transaction, it is expensed to the statement of operations as incurred.

The Company periodically reviews its investment in tangible fixed assets and when indicators of impairment exist, an impairment loss is recognized.

Goodwill

Following the adoption of ASC Topic 805 and ASC Topic 350, 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 the need. Fair value measurement techniques, such as the discounted cash flow methodology, are utilized to assess potential impairments. For goodwill 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.

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

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 Russian Alcohol 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 2 of the accompanying financial statements attached herein.

At the lowest level of the existing structure, all of Russian Alcohol 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 Russian Alcohol 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 ASC Topic 810.

Based upon the review of Paragraph 4 of ASC Topic 810 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 ASC Topic 810 and thus subject to consolidation accounting.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

In determining the accounting treatment if Cayman 7 and, effectively, the whole Russian Alcohol is a VIE and needs to be consolidated by CEDC, we considered the conditions outlined in ASC Topic 810.

• 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).

• 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 Russian Alcohol 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.

• 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 Russian Alcohol, is a VIE. CEDC, as the party most closely associated with Cayman 7 receiving all economic benefits from Russian Alcohol thorough the chain of subsidiaries, would be considered the primary beneficiary of Cayman 7 and must therefore consolidate Cayman 7 together with all of Russian Alcohol as a business combination under ASC Topic 805.

On December 9, 2009 we accelerated the terms set up on the Option Agreement dated April 24, 2009 and purchased the remaining equity interest in Russian Alcohol that was not owned by the Company. As a result of this Russian Alcohol is no longer treated as a VIE, but rather consolidated as a fully owned subsidiary.

Intangible assets other than Goodwill

Intangibles consist primarily of acquired trademarks relating to well established brands, and as such have been deemed to have an indefinite life. In accordance with ASC Topic 350, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment. Additional intangible assets include the valuation of customer contracts arising as a result of acquisitions, these intangible assets are amortized over their estimated useful life of 8 years.

Equity investments

If the Company is not required to consolidate its investment in another company, the Company uses the equity method if the Company can exercise significant influence over the other company. Under the equity method, investments are carried at cost, plus or minus the Company’s equity in the increases and decreases in the investee’s net assets after the date of acquisition and certain other adjustments. The Company’s share of the net income or loss of the investee is included in equity in earnings of equity method investees on the Company’s Consolidated Statements of Operations. Dividends received from the investee reduce the carrying amount of the investment. Equity investments are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable.

Impairment of long lived assets

In accordance with ASC Topic 805 and ASC Topic 350, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of an asset exceeds its fair value.

Revenue Recognition

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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 or are related to imported goods, in which case it is recorded net of excise tax.

Revenue Dilution

As part of normal business terms with customers, the Company provides for additional discounts and rebates off our standard list price for all of the products we sell. These revenue reductions are documented in our contracts with our customers and are typically associated with annual or quarterly purchasing levels as well as payment terms. These rebates are divided into on-invoice and off-invoice discounts. The on-invoice reductions are presented on the sales invoice and deducted from the invoice gross sales value. The off-invoice reductions are calculated based on the analysis performed by management and are provided for in the same period the related sales are recorded. Discounts or fees that are subject to contractual based term arrangements are amortized over the term of the contract. For the twelve months ended December 31, 2009, the Company recognized $117.9 million of off invoice rebates as a reduction to net sales.

Certain sales contain customer acceptance provisions that grant a right of return on the basis of either subjective criteria or specified objective criteria. Where appropriate a provision is made for product return, based upon a combination of historical data as well as depletion information received from our larger clients. The Company’s policy is to closely monitor inventory levels with our key distribution customers to ensure that we do not create excess stock levels in the market which would result in a return of sales in the future. Historically sales returns from customers has averaged less than 1% of our net sales revenue.

Shipping and Handling Costs

Where the Company has incurred costs in shipping goods to its warehouse facilities these costs are recorded as part of inventory and then to costs of goods sold. Shipping and handling costs associated with distribution are recorded in Selling, General and Administrative (S,G&A) costs. The dollar amounts of shipping and handling costs associated with distribution were $11.8 million, $19.0 million and $45.5 million for the fiscal years ended December 31, 2007, 2008, and 2009, respectively. The year to year increase from 2007 to 2009 is primarily due to the Company’s acquisition of Russian operations, primarily Parliament in 2008 and Russian Alcohol in 2009.

Accounts Receivable

Accounts receivables are recorded based on the invoice price, inclusive of VAT (sales tax), and where a delivery note has been signed by the customer and returned to the Company. The allowances for doubtful accounts are based upon the aging of the accounts receivable, whereby the Company makes an allowance based on a sliding scale. The Company typically does not provide for past due amounts due from large international retail chains (hypermarkets and supermarkets) as there have historically not been any issues with collectability of these amounts. However, where circumstances require, the Company will also make specific provisions for any excess not provided for under the general provision. When a final determination is delivered to the Company regarding the non-recovery of a receivable, the Company then charges the unrecoverable amount to the accumulated allowance.

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:

	December  31, 2009		December  31, 2008
Raw materials and supplies	$	31,220	$	18,352
In-process inventories		2,914		1,698
Finished goods and goods for resale		58,082		64,376
Total	$	92,216	$	84,426

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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.

Cash and Cash Equivalents

Short-term investments which have a maturity of three months or less from the date of purchase are classified as cash equivalents.

Income Taxes and Deferred Taxes

The Company computes and records income taxes in accordance with the liability method. Deferred tax assets and liabilities are recorded based on the difference between the accounting and tax basis of the underlying assets and liabilities based on enacted tax rates expected to be in effect for the year in which the differences are expected to reverse.

Employee Retirement Provisions

The Company’s employees are entitled to retirement payments and in some cases payments for long-service (“jubilee awards”) and accordingly the Company provides for the current value of the liability related to these benefits. A provision is calculated based on the terms set in the collective labor agreement. The amount of the provision for retirement bonuses depends on the age of employees and the pre-retirement time of work for the Company and typically equals one month salary.

The Company does not create a specific fund designated for these payments and all payments related to the benefits are charged to the accrued liability. The provision for the employees’ benefits is calculated annually using the projected unit method and any losses or gains resulting from the valuation are immediately recognized in the statement of operations.

The Company also contributes to State and privately managed defined contribution plans. Contributions to defined contribution plans are charged to the statement of operations in the period in which they are incurred.

Employee Stock-Based Compensation

The Company adopted ASC Topic 718 “Compensation—Stock Compensation” requiring the recognition of compensation expense in the Consolidated Statements of Operations related to the fair value of its employee share-based options.

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.

ASC Topic 718 requires the recognition of compensation expense 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 ASC Topic 718, 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

69

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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.

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/(loss) adjusted by, among other items, foreign currency translation adjustments. The translation gains/(losses) on the re-measurements from foreign currencies (primarily the Polish zloty and Russian ruble) to U.S. dollars are classified separately as a component of accumulated other comprehensive income included in stockholders’ equity.

As of December 31, 2009, the Polish zloty exchange rate used to translate the balance sheet strengthened compared to the exchange rate as of December 31, 2008, and as a result a gain to comprehensive income was recognized.

Segment Reporting

The Company primarily operates in one industry segment, the production and sale of alcoholic beverages. As a result of the Company’s expansion into new geographic areas, namely Russia, the Company has implemented a segmental approach to the business based upon geographic locations.

Net Income per Common Share

Net income per common share is calculated in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share (EPS) are computed by dividing income available to common shareholders by the weighted- average number of common shares outstanding for the year. The stock options and warrants discussed in Note 12 were included in the computation of diluted earnings per common share (Note 17).

Recently Issued Accounting Pronouncements

In August 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update No. 2009-05, Fair Value Measurements and Disclosures (“ASU 2009-05”), which is effective for financial statements issued for interim and annual periods ending after August 2009. ASU 2009-05 amends FASB Accounting Standards Codification (“FASB ASC”) Topic 820-10 (“FASB ASC 820-10”). The update provides clarification on the techniques for measurement of fair value required of a reporting entity when a quoted price in an active market for an identical liability is not available. This update had no impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the 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 FAS No. 162 (“SFAS No. 168”), which is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

SFAS No. 168 codified as ASC Topic 105-10 (“FASB ASC 105-10”). FASB ASC 105-10 identifies the sources of accounting principles and the framework for selecting principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with US GAAP (the GAAP hierarchy). This standard had no impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued ASC Topic 810, “Amendments to FASB Interpretation No. 46(R)” (“ASC 810”). ASC 810 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). Determining who consolidates a VIE is based on two requirements: (i) who has the power over key decisions, and (ii) who has obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. If one party has both, then that party consolidates the entity. Power is based on who controls the decisions that most significantly impact the economic activities of the entity. ASC 810 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2009. Due to the revision of ASC Topic 810, including the redefining of ‘control’, and because the day-to-day control over the business has been delegated to the CEO - Mark Kaufman and the list of activities for which the Company has overview is limited, the Company changed the accounting treatment for its 49% voting interest in Whitehall Group from consolidation to the equity method of accounting. Adoption of the requirements of ASC Topic 810 resulted as of December 31, 2009 in net decrease in assets of $106 million, liabilities of $85 million and non-controlling interest of $23 million. Please refer to Note 2 for the disclosure impact of adoption of ASC Topic 810 on the consolidated financial statements of the Company as of December 31, 2009

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”), codified in FASB ASC Topic 855-10, which establishes accounting and disclosure standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It defines financial statements as available to be issued, requiring the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether it be the date the financial statements were issued or the date they were 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 February 2009, the FASB amended the standard to eliminate the requirements for SEC filers to disclose the date through which they have evaluated subsequent events.

In April 2009, the FASB issued FASB Staff Position (“FSP”) No. SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP No. SFAS 115-2 and SFAS 124-2”), which is codified in FASB ASC Topic 320-10. FSP No. SFAS 115-2 and SFAS 124-2 provides guidance to determine whether the holder of an investment in a debt security for which changes in fair value are not regularly recognized in earnings should recognize a loss in earnings when the investment is impaired. This FSP also improves the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the consolidated 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 FSP No. SFAS 107-1 and Accounting Principles Board (“APB”) Opinion No. APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP No. SFAS 107-1 and APB 28-1”). FSP No. SFAS 107-1 and APB 28-1, which is codified in FASB ASC Topic 825-10-50, require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The Company adopted FSP No. SFAS 107-1 and APB 28-1 beginning April 1, 2009. This FSP had no impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP No. SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP No. SFAS 157-4”). FSP No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and 820-10-50-2, provides additional guidance for estimating fair value and emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. The Company adopted FSP No. SFAS 157-4 beginning April 1, 2009. This FSP had no material impact on the Company’s financial position, results of operations or cash flows.

In December 2008, the FASB issued FSP No. SFAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, (“FSP No. SFAS 132(R)-1”) which is codified in FASB ASC Topic 715-20-50. FSP No. SFAS 132(R)-1 requires enhanced disclosures about the plan assets of a Company’s defined benefit pension and other postretirement plans intended to provide financial statement users with a greater understanding of: 1) how investment allocation decisions are made; 2) the major categories of plan assets; 3) the inputs and valuation techniques used to measure the fair value of plan assets; 4) the effect of fair value measurements

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

using significant unobservable inputs on changes in plan assets for the period; and 5) significant concentrations of risk within plan assets.

2. Discontinued Operations

For the purpose of financial reporting we analyzed the requirements of US-GAAP (mainly ASC 360-10 PP&E and ASC 205-20 Presentation of Financial Statements) and concluded that as of March 31, 2010, the Company’s activities met the required criteria defined in these standards and therefore it is necessary to present its distribution business, described below, as a component held for sale. On August 2, 2010 the Company has closed the sale of 100% of its distribution business in Poland to Eurocash S.A. for a purchase price of 378.6 million Polish zlotys ($124.2 million) in cash, on a debt free, cash free basis, after all price adjustments and realized a gain on sale amounting to $35.2 million.

On April 8, 2010, the Company, through its wholly owned subsidiary Carey Agri International Poland sp. z o.o. (“Carey Agri), entered into a Preliminary Agreement on Sale of Shares (the “Preliminary Agreement”) with Eurocash S.A. (“Eurocash”) pursuant to which (i) the Company agreed to sell all shares of Astor sp. z o.o., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne sp. z o.o., Damianex S.A., Delikates sp. z o.o., Miro sp. z o.o., MTC sp. z o.o., Multi-Ex S.A., Onufry S.A., Panta-Hurt sp. z o.o., Polskie Hurtownie Alkoholi sp. z o.o., Premium Distributors sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi “Agis” S.A., Przedsiebiorstwo Handlu Spozywczego sp. z o.o. and Saol Dystrybucja sp. z o.o., representing 100% of the Company’s distribution business in Poland to Eurocash and (ii) Eurocash agreed to pay total consideration of 400 million Polish zlotys ($137 million) in cash, on a debt free, cash free basis, subject to potential price adjustments (if any) and Polish anti-trust approval (the “Total Consideration”). Under the terms of the Preliminary Agreement, the Total Consideration was deposited into an escrow account to be released upon deletion of security by Eurocash; in any event, 75% of the Total Consideration would be released to the Company 90 days following the transaction closing date. The escrow was released on September 23, 2010.

In addition, on April 8, 2010, the Company also entered into a Distribution Agreement with Eurocash pursuant to which Eurocash will distribute the Company’s portfolio of brands and exclusive import brands in Poland for a period of six years.

The Company will continue to generate cash flows from the distribution business after its sale to Eurocash as the Company has signed a six year agreement with Eurocash for the distribution of certain of CEDC’s portfolio of its own brands and other exclusive import brands in Poland. Management has concluded, however, that sales of products other than CEDC’s constituted the significant portion of the distribution business. CEDC estimates that sales of its products through the transferred distribution network will not exceed 10% of the sales of the Company, on a consolidated basis. Management does not consider the cash flows expected to be generated under the distribution agreement with Eurocash to be significant in the future. Results of discontinued operations were as follows:

	Year ended December 31,
	2009			2008			2007
Net sales	$	633,394		$	907,668		$	791,772
Earnings from operations before taxes		9,410			27,203			36,087
Taxes on earnings — operations		(1,050	)		(5,169	)		(6,856	)
Earnings from discontinued operations	$	8,360		$	22,034		$	29,231

The following table includes the consolidated assets and liabilities of the distribution business that have been segregated and classified as assets held for sale and liabilities related to assets held for sale, as appropriate, in the consolidated balance sheets as at December 31, 2009 and December 31, 2008.

	December 31, 2009		December 31, 2008
Cash	$	14,253	$	8,643
Trade receivables, less allowances		136,077		135,576
Inventories		104,391		59,467
Prepaid expenses and Other receivables		12,840		11,075
Total current assets		267,561		214,761
Plant and equipment, net		13,828		13,865
Goodwill		87,117		81,616
Intangible assets, net		833		864
Total noncurrent assets		101,778		96,345
Payables and accrued liabilities		178,902		144,559
Current portion long-term debt		15,859		35,762
Total current liabilities		194,761		180,321
Long-term debt		2,500		1,421
Other long term liabilities		320		—
Total noncurrent liabilities		2,820		1,421
Other comprehensive income	$	40,316	$	29,280

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

3. Acquisitions

Acquisitions made prior to December 31, 2008 were accounted for in accordance with SFAS No. 141, “Business Combinations.” Effective January 1, 2009, all business combinations are accounted for in accordance with FAS 141R that is codified as ASC Topic 805 “Business Combinations.”

The Parliament Acquisition

On March 11, 2008, the Company and certain of its affiliates entered into a Share Sale and Purchase Agreement and certain other agreements with White Horse Intervest Limited, a British Virgin Islands Company, and certain of White Horse’s affiliates, relating to the Company’s acquisition from White Horse of 85% of the share capital of Copecresto Enterprises Limited, a Cypriot company, (which we refer to as Parliament). In connection with this acquisition, the Company paid a consideration of approximately $180 million in cash and 2.2 million shares of common stock.

On September 22, 2009, the Company and certain of its affiliates and Seller entered into (i) an amendment to the Original SPA (the “Amendment”) and (ii) a Share Sale and Purchase Agreement (the “Minority Acquisition SPA”). 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 was required to pay to Seller the remaining consideration for such assets of approximately $16.7 million The Company paid $9.9 million of that amount on October 30, 2009 and the remaining amount was paid on December 16, 2009.

Under the terms of the Minority Acquisition SPA, upon the closing thereof on September 22, 2009, the Company, through an affiliate, acquired the remaining 15% of the share capital of Copecresto from Seller for total cash 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, a subsidiary of the Company, Seller and Copecresto was terminated. The Minority Acquisition SPA contains certain customary representations, warranties and covenants for a transaction of this type.

Under requirements of ASC Topic 810-10 “Consolidation” 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 15% increase in ownership interests of Copecresto as a transaction within equity. As a result of this transaction, NCI in Copecresto decreased by $26.9 million together with decrease in Additional Paid In Capital of $43.3 million, which was offset by cash outflow of $70.2 million.

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 to the Seller 843,524 shares of its common stock, par value $0.01 per share.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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 was paid 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%.

The Company initially 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.

In June 2009, the FASB issued new guidance on variable interest entities. ASU 2009-17, Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“VIE”), amended prior guidance requiring an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. Determining who consolidates a VIE is based on two requirements: (i) who has the power over key decisions, and (ii) who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. If one party has both, then that party consolidates the entity. Power is based on who controls the decisions that most significantly impact the economic activities of the entity.

According to the Whitehall Group shareholder’s agreement, Whitehall Group shall be under the sole effective control of its majority shareholder Mark Kaufman or one of his affiliates acting in the capacity of CEO. Mark Kaufman shall be responsible for the management and operations of Whitehall Group’s business, his actions in certain areas are, however, dependent on the consent of the board of directors.

ASU 2009-17 was effective for the Company from January 1, 2010. Due to the revision of ASC Topic 810, including the redefining of ‘control’, and because the day-to-day control over the business has been delegated to the CEO—Mark Kaufman and the list of activities for which the Company has overview is limited, the Company changed the accounting treatment for its 49% voting interest in Whitehall Group from consolidation to the equity method of accounting.

Adoption of the requirements of ASC Topic 810 resulted as of December 31, 2009 and December 31, 2008 in a net decrease in assets of $106 million and $93 million, liabilities of $85 million and $96 million and non-controlling interest of $23 million and $34 million, respectively. Please refer to Note 1 for the disclosure impact from the adoption of ASC Topic 810 on the consolidated financial statements of the Company as of December 31, 2009

Except for the amount of $7.6 million that was lent at market rates as working capital by the Company to the Whitehall Group, which was repaid in the first quarter of 2010, there were no transfers of financial assets to VIE as the Whitehall Group is generally a self financing entity. 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.

The Russian Alcohol Acquisition

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

On April 24, 2009, the Company entered into new agreements with Lion Capital 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 Russian Alcohol held by Lion Capital. As a result of these agreements, the Company has assessed Russian Alcohol as a

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

variable interest entity, with the Company being the primary beneficiary. Pursuant to this change, the Company has begun to consolidate Russian Alcohol 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 Russian Alcohol equity interests held by Lion Capital 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 operations. The discount amortization charge for the period from April 24, 2009 to December 31, 2009 amounted to $38.5 million.

On July 29, 2009, the Company entered into an agreement with Lion Capital, pursuant to which Lion/Rally Cayman 7 L.P., a Cayman Exempted Limited Partnership, of which the Company holds 100% of the economic interests and is a limited partner, acquired an additional 6% indirect equity interest in Russian Alcohol from certain minority investors in Russian Alcohol in exchange for $30,000,000 in cash funded by the Company. After giving effect to this acquisition, the Company holds approximately 58% of the equity interests in Russian Alcohol. In addition, on August 3, 2009, pursuant to the new agreements referenced above, we acquired additional indirect equity interests in Russian Alcohol giving us a total ownership interest of 59.8%.

On November 9, 2009, the Company entered into an agreement with Lion Capital and Kylemore International Invest Corp. (“Kylemore”), an indirect minority stockholder of Russian Alcohol, for the acquisition of Kylemore’s indirect equity interests in Russian Alcohol. On November 10, 2009, we issued to Kylemore 949,034 shares of our unregistered common stock, and Kylemore transferred all of its indirect equity interests in Russian Alcohol to Lion/Rally Cayman 6 (“Cayman 6”), a Cayman Islands investment vehicle through which we and Lion Capital own our interests in Russian Alcohol. As a result, the Company, Lion Capital and certain Co-Investors indirectly own 100% of the equity in Russian Alcohol, and our total indirect equity interest in Russian Alcohol increased to 62.25%. Pursuant to the agreement with Kylemore, on receipt of approval from the Russian Anti-Trust Authority (FAS) for our acquisition of control over Russian Alcohol, the Company paid Kylemore $5,000,000 on January 11, 2010, and will pay further $5,000,000 on February 1, 2011. Also pursuant to this agreement, Peter Levin, one of the original owners of Russian Alcohol, will continue to be involved in the Russian Alcohol business as a non-executive member of the Operating Board of Russian Alcohol and as Chairman of the Board of our Topaz distillery.

On December 9, 2009 we accelerated terms set up in the Option Agreement dated April 24, 2009 and completed the Lion Option and the Co-Investor Option, respectively, under the Co-Investor Option Agreement and the Lion Option Agreement, respectively and thereby purchased the remaining indirect equity interests in Cayman 6, less the sole voting share of Cayman 6, comprising the remaining equity interest in Russian Alcohol that was not owned by the Company, from affiliates of Lion Capital LLP (“Lion”).

In consideration of the Co-Investor Option, the Company made cash payments of $131,800,000 and €23,650,000 to Lion. In consideration of the Lion Option, the Company (1) made cash payments of $184,347,666 and €105,839,852 to Lion; (2) deposited in an escrow account the amount of $23,991,072 and €51,315,337, which was released and paid to Lion on January 11, 2010 upon receiving of antimonopoly clearances for the acquisition from the Russian Federal Antimonopoly Commission and the Antimonopoly Committee of the Ukraine; and (3) paid to Lion the additional amounts of (a) $2,375,354 and €5,080,727 on the Escrow Release Date and (b) undertook to pay $10,689,092 and €22,863,269 on June 1, 2010, or at the election of Lion, on any earlier date between April 20, 2010 and June 1, 2010. The Company used a portion of the proceeds from the offering of its common stock, completed November 18, 2009, and the offering of its Senior Secured Notes due 2016, completed December 2, 2009, in order to fund such cash payments.

On January 20, 2010, after the receipt of antimonopoly clearances for the acquisition from the Russian Federal Antimonopoly Commission, the Antimonopoly Committee of the Ukraine, the Company purchased the sole voting share of Lion/Rally Cayman 6 (“Cayman 6”) from an affiliate of Lion Capital LLP (“Lion”) and thereby acquired control of Russian Alcohol.

Starting from the second quarter of 2009, the Company began consolidating all profit and loss results for Russian Alcohol.

The fair value of the net assets acquired in connection with the 2009 Russian Alcohol Acquisition as of the acquisition date (April 24, 2009) is:

75

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	Russian Alcohol Group
ASSETS
Cash and cash equivalents		154,276
Accounts receivable		147,196
Inventory		43,902
Deferred tax asset		35,184
Taxes		14
Other current assets		52,296
Equipment		105,238
Intangibles, including Trademarks		175,334
Investments		25
Total Assets	$	713,465
LIABILITIES
Trade payables		42,895
Short term borrowings		44,368
Deferred tax		36,694
Other short term liabilities		111,416
Long term borrowings		386,907
Long term accruals		50,000
Total Liabilities	$	672,280
Net identifiable assets and liabilities		41,185
Goodwill on acquisition		872,490
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 Russian Alcohol acquisition is attributable to the expansion of 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.

The Company recorded a provision for contingent consideration at fair value for $50 million as of the acquisition date. This consideration was settled in the three month period ended September 30, 2009 through a payment by the Company of $65 million, which included an additional $15 million in earn-out payments.

Resulting from the acquisition of Russian Alcohol, the Company recognized a one-time gain on re-measurement 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, Russian Alcohol made payments related to pre-acquisition tax penalties amounting to $28.8 million. These costs are to be reimbursed by the sellers and have been deducted from the loans payable to them.

The following table sets forth the unaudited pro forma results of operations of the Company for the twelve month periods ending December 31, 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.

76

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	Twelve months ended December 31,
	2009		2008
Net sales	$	770,204	$	1,151,898
Net income attributable to CEDC	$	47,063	$	138,813
Net income per share data:
Basic earnings per share of common stock	$	0.88	$	3.15
Diluted earnings per share of common stock	$	0.87	$	3.15

4. Allowances for Doubtful Accounts

Changes in the allowance for doubtful accounts during each of the three years in the period ended December 31, were as follows:

	Year ended December 31,
	2009			2008			2007
Balance, beginning of year	$	11,768		$	16,077		$	15,020
Effect of FX movement on opening balance		454			(2,824	)		3,140
Provision for bad debts—reported in statement of operations		5,194			(907	)		(1,738	)
Charge-offs, net of recoveries		(7,350	)		(996	)		345
Change in allowance from purchase of subsidiaries		27,563			294			0
Balance, end of year	$	37,630		$	11,768		$	16,077

The change in allowance from purchase of subsidiaries of $27.6 million, recorded for the year ended December 31, 2009, reflects the bad debt provision assessed on the opening balance sheet of Russian Alcohol at the time of acquisition.

5. Property, plant and equipment

Property, plant and equipment, presented net of accumulated depreciation in the consolidated balance sheets, consists of:

	December 31,
	2009			2008
Land and buildings	$	112,680		$	36,449
Equipment		123,983			53,299
Motor vehicles		15,886			5,282
Motor vehicles under lease		1,886			3,384
Computer hardware and software		17,761			15,399
Total gross book value		272,196			113,812
Less—Accumulated depreciation		(56,280	)		(37,150	)
Total	$	215,916		$	76,662

6. Goodwill

Goodwill, presented net of accumulated amortization in the consolidated balance sheets, consists of:

	December 31,
	2009		2008
Balance at January 1,	$	502,441	$	479,594
Impact of foreign exchange		109,141		(85,063	)
Acquisition through business combinations		872,490		107,910
Balance at December 31,	$	1,484,072	$	502,441

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

In the fourth quarter of 2009 the Company adjusted the value of goodwill recognized on the acquisition of Russian Alcohol due to new information as noted below.

In April 2009, when CEDC restructured its buyout agreement for Russian Alcohol with Lion and the initial put/call structure was replaced with a series of option payments that transferred ownership (“Option Agreement”) of Russian Alcohol to CEDC over time, the management incentive program was also revised between Lion and its managers. At the time Lion communicated to CEDC that the cost of this incentive payment would be approximately $20 million. Therefore in the revised option agreement it was agreed that Russian Alcohol would fund the payment of up to $20 million and any payment over this would be covered directly by Lion. At that point in time CEDC viewed the payment of $20 million payable over the period of the Option Agreement as fixed and viewed this part of the effective purchase price of Russian Alcohol. However full information on this was not available at the time of the original PPA in April 2009, therefore this expense was not allocated to the PPA. Upon obtaining full clarity on this at year end, the Company believes it should have been originally allocated to goodwill and therefore the goodwill was increased for this amount less $4 million of deferred tax asset in the fourth quarter of 2009.

When CEDC revised the purchase structure of Russian Alcohol to accelerate the option payments and acquire the remaining amount on November 19, 2009, with final change of control taking place in January 2010, upon receipt of anti-trust approval, the payment of the Management Incentive program was also accelerated with the full amount of payment ($20 million) materializing in January 2010 upon the change of control to CEDC.

Moreover the Company decreased the goodwill for the amount of $6.6 in the fourth quarter of 2009. This relates to change of deferred tax liability resulting from an error in the initial goodwill calculation.

7. Intangible Assets other than Goodwill

The major components of intangible assets are:

	December 31, 2009			December 31, 2008
Non-amortizable intangible assets:
Trademarks	$	795,543		$	563,689
Impairment		($22,589	)		—
Total		772,954			563,689
Amortizable intangible assets:
Customer relationships		847			815
Less accumulated amortization		(579	)		(438	)
Total		268			377
Total intangible assets		$773,222		$	564,066

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, Zubrówka, 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 ASC Topic 350-30, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment.

Estimated aggregate future amortization expenses for intangible assets that have a definite life are as follows:

2010	$	169
2011		99
2012		0
2013		0
2014 and above		0
Total	$	268

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

8. Equity method investments in affiliates

We hold the following investments in unconsolidated affiliates:

		Carrying Value
	Type of affiliate	December 31, 2009		December 31, 2008
Whitehall Group	Equity-Accounted Affiliate	$	244,504	$	286,276
Russian Alcohol	Fully Consolidated Affiliate*		0		111,325
	Total Carrying value	$	244,504	$	397,601

* As described in Note 2, from the second quarter of 2009, the Company began consolidating Russian Alcohol as a business combination. Russian Alcohol was accounted for under the equity method in prior periods.

The Company has a 80% economic interest and an effective voting interests of 49% in Whitehall Group and a voting interest of 25% in the Moet Hennessy joint venture, which is included in Whitehall Group.

The summarized financial information of investments are shown in the below table with the balance sheet financial information reflecting the Whitehall Group and its joint venture with Moet Hennessy consolidated under the equity method as of December 31, 2009. The results from operations for the twelve months ended December 31, 2009 and twelve months ended December 31, 2008 include the results of Whitehall Group and its joint venture with Moet Hennessy together with the results of Russian Alcohol that was consolidated under the equity method until April 24, 2009.

	Total December 31,  2009			Total December 31,  2008
Current assets	$	129,737		$	663,203
Noncurrent assets		93,137			559,273
Current liabilities		86,067			364,260
Noncurrent liabilities		7,635			430,516
	Total Twelve  months ended December 31, 2009			Total Twelve  months ended December 31, 2008
Net sales	$	259,592		$	826,709
Gross profit		108,717			331,181
(Loss) from continuing operations		(23,372	)		(67,276	)
Net (loss)		(23,372	)		(67,276	)
Net income/(loss) attributable to the registrant		(5,583	)		1,168

9. Exchangeable Convertible Notes

On July 9, 2008, the Company closed a strategic investment in Russian Alcohol 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 and 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.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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%.

10. Accrued liabilities

The major components of accrued liabilities are:

	December 31,
	2009		2008
Operating accruals	$	91,273	$	56,953
Hedge valuation		0		6,736
Accrued interest		162		4,143
Total	$	91,435	$	67,832

11. Borrowings

Bank Facilities

As of December 31, 2009, $35.7 million remained available under the Company’s overdraft facilities. These overdraft facilities are renewed on an annual basis.

As of December 31, 2009, the Company had utilized approximately $84.2 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 of $63.2 million matures on February 24, 2011 and of $21.0 million on August 11, 2010.

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 facility was converted into Polish zlotys. The maturity of term loan was extended to May 2013 and the maturity of the short term facility 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, of which $33.3 million was outstanding as at December 31, 2009. 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.

Each of our bank facilities contains certain customary affirmative and negative covenants that, among other things, limit or restrict our ability to merge, dissolve, liquidate or consolidate, make acquisitions and investments, dispose of or transfer assets, change the nature of our business or incur additional indebtedness, in each case, subject to certain qualifications and exceptions. In addition, each of our bank facilities contains certain financial covenants, which include, but are not limited to, a maximum ratio of total debt less cash to EBITDA (the “Net Leverage Ratio”) of 5.00 and a minimum ratio of EBITDA to fixed charges (the “Consolidated Coverage Ratio”) of 2.25 for each period of twelve months immediately preceding March 31, June 30, September 30 and December 31 of each year until the final maturity date of the respective bank facility. In the fourth quarter of 2009, the minimum Consolidated Coverage Ratio under the credit agreement with Bank Zachodni S.A. was amended to 2.0. On December 17, 2010, as disclosed on our Current Report on Form 8-K filed with the SEC on December 17, 2010, we entered in a new Term and Overdraft Facilities Agreement with Bank Handlowy w. Warszawie S.A., as Agent, Original Lender and Security Agent, and Bank Zachodni WBK S.A., as Original Lender, which replaced each of our bank facilities described above.

We were in compliance with the Net Leverage Ratio and the Consolidated Coverage Ratio covenants as of December 31, 2009. As of December 31, 2009, our Net Leverage Ratio was approximately 4.30 and our Consolidated Coverage Ratio was approximately 3.40.

Senior Secured Notes due 2012

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 “2012 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.

On December 2, 2009, the Company issued a redemption notice for the remaining outstanding portion of these notes and deposited EUR 263.9 million (approximately US $380.4 million) of cash that we received upon the issuance of new Senior Notes (described below), representing the redemption price, call premium plus all interest that will be payable on the settlement date, in an account with the trustee for the 2012 Notes. In connection with such redemption notice and deposit, the indenture pursuant to which the 2012 Notes were issued has been discharged. Although this discharge removes substantially all of the restrictions imposed by that indenture and makes the likelihood that further payments will be required of us with respect to the Fixed Rate Notes due 2012 remote, we concluded that it did not meet the definition of “legally released” in paragraph 16(b) of ASC 405-20-40-1(b)) and therefore we will not recognize the extinguishment of the remaining liability until January 4, 2010. As such the full amount of the notes has been

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

classified as short term on the balance sheet as of December 31, 2009. Additionally the cash on deposit was recorded as Restricted Cash on the balance sheet as of December 31, 2009. On January 4, 2010, the final redemption for these notes was completed and all funds were remitted to the note holders, discharging the Company of all remaining obligations.

As of December 31, 2009 and December 31, 2008, the Company had accrued interest of $12.2 million and $12.0 million respectively related to the 2012 Notes, that was paid together with the principal amount and 4% premium on early repayment on January 4, 2010. Total obligations under the 2012 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:

	December 31, 2009			December 31, 2008
Senior Secured Notes due 2012	$	365,989		$	357,934
Fair value bond mark to market		(301	)		(7,124	)
Unamortized portion of closed hedges		(2,000	)		(553	)
Unamortized issuance costs		(4,745	)		(5,223	)
Total	$	358,943		$	345,034

The full amounts of the Senior Secured Notes due 2012 were fully repaid on January 4, 2010 as part of the redemption noted above.

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 principal amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principal 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.

As of December 31, 2009 the Company had accrued interest of $2.7 million related to the Convertible Senior Notes, with the next coupon due for payment on March 15, 2010. 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:

	December 31, 2009			December 31, 2008
Convertible Senior Notes	$	312,711		$	310,000
Unamortized issuance costs		(4,209	)		(4,791	)
Debt discount related to Convertible Senior Notes		(12,665	)		(16,585	)
Total	$	295,837		$	288,624

Senior Secured Notes due 2016

On December 2, 2009, the Company issued and sold $380 million 9.125% Senior Secured Notes due 2016 and €380 million 8.875% Senior Secured Notes due 2016 in an offering to institutional investors that is exempt from registration under the U.S. Securities Act of 1933. The Company will use a portion of the net proceeds from the Senior Secured Notes due 2016 to redeem the Company’s outstanding 8% Senior Secured Notes due 2012, having an aggregate principal amount of €245,440,000 on January 4, 2010. The remainder of the net proceeds from the Senior Secured Notes due 2016 was used to (i) purchase Lion Capital LLP’s remaining equity interest in Russian Alcohol by exercising the Lion Option and the Co-Investor Option, pursuant to the terms and conditions of the Lion Option Agreement and the Co-Investor Option Agreement, respectively (ii) repay all amounts outstanding under Russian Alcohol credit facilities; and (iii) repay certain other indebtedness.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

As of December 31, 2009 the Company had accrued interest of $12.2 million related to the Senior Secured Notes due 2016, with the next coupon due for payment on June 1, 2010. Total obligations under the Senior Secured Notes due 2016 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:

	December 31, 2009			December 31, 2008
Senior Secured Notes due 2016	$	934,410		$	0
Unamortized issuance costs		(24,780	)		0
Total	$	909,630		$	0

Total borrowings as disclosed in the financial statements are:

	December 31, 2009		December 31, 2008
Short term bank loans and overdraft facilities for working capital	$	60,000	$	37,048
Short term obligations under Senior Secured Notes		358,943		0
Short term bank loans for share tender		21,053		0
Total short term bank loans and utilized overdraft facilities		439,996		37,048
Long term bank loans for share tender		63,158		81,081
Long term obligations under Senior Secured Notes		909,630		345,034
Long term obligations under Convertible Senior Notes		295,837		288,624
Other total long term debt, less current maturities		42,885		89,429
Total debt	$	1,751,506	$	841,216

The full of the short term obligations under Senior Secured Notes were fully repaid on January 4, 2010 as part of the redemption noted above

	December 31, 2009
Principal repayments for the following years
2010	$	439,996
2011		89,457
2012		6,634
2013		305,789
2014 and beyond		909,630
Total	$	1,751,506

Included in the principle repayments due in 2010 are the Senior Secured Notes due 2012 for $358.9 million which were fully repaid on January 4, 2010 as part of the redemption noted above.

12. Income and Deferred 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 statement of operations for transactions occurring in the United States of America.

The Company adopted the provisions of ASC 740-10-25 “Income taxes.” ASC 740-10-25 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC 740-10-25 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. Adoption of ASC 740-10-25 did not have a significant impact on the Corporation’s financial statements. The Company is currently generating tax loss carry forwards in the United States at a 35% tax rate, which has the effect of reducing the overall effective tax rate below the 19% Polish statutory rate.

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., 2004 in Poland and Hungary and 2006 in Russia.

		$119,630			$119,630			$119,630
	Year ended December 31,
	2009			2008			2007
Tax at statutory rate	$	18,383		($	6,980	)	$	11,019
Tax rate differences		222			873			(740	)
Valuation allowance for net operating losses		(2,611	)		4,590			2,401
Permanent differences		2,501			2,899			(3,626	)
Income tax expense	$	18,495		$	1,382		$	9,054

Total income tax payments during 2009, 2008 and 2007 were $28,118 thousand, $33,919 thousand and $21,362 thousand respectively. CEDC has paid no U.S. income taxes and has net operating U.S. loss carry-forward totaling $22,630.

Significant components of the Company’s deferred tax assets are as follows:

		$119,630			$119,630			$119,630
	December 31,
	2009			2008			2007
Deferred tax assets
Accrued expenses, deferred income and prepaid, net	$	15,693		$	16,133		$	10,344
Allowance for doubtful accounts receivable		6,252			434			2,283
Russian Alcohol acquisition		42,769			0			0
Unrealized foreign exchange losses		13,386			18,945			0
Net operating loss carry-forward benefit, Expiring in 2010 - 2026 - gross		45,910			18,595			10,059
NOL’s valuation allowance		(4,380	)		(6,991	)		(2,401	)
Net deferred tax asset	$	119,630		$	47,116		$	20,286
Deferred tax liability
Trademarks		140,592			106,485			100,113
Unrealized foreign exchange gains		12,266			3,585			5,069
Remeasurement of previously held equity interest in Russian Alcohol		49,182			0			0
Timing differences in finance type leases					7			60
Deferred income		563			526			0
ASC 470 impact		4,433			5,805			0
Other		1,036			882			297
Net deferred tax liability	$	208,072		$	117,290		$	105,539
Total net deferred tax asset		119,630			47,116			20,286
Total net deferred tax liability		208,072			117,290			105,539
Total net deferred tax		(88,442	)		(70,174	)		(85,253	)
Classified as
Current deferred tax asset		82,609			23,426			3,453
Non-current deferred tax asset		27,123			12,886			11,407
Non-current deferred tax liability		(198,174	)		(106,485	)		(100,113	)
Total net deferred tax		($88,442	)		($70,174	)		($85,253	)

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

Tax losses can be carried forward for the following periods:

Hungary*	Unrestricted period
U.S.	20 years
Russia	10 years
Poland	5 years

* In some circumstances the Tax Office’s permission to carry the loss forward is required.

Tax liabilities (including corporate income tax, Value Added Tax (VAT), social security and other taxes) of the Company’s subsidiaries may be subject to examinations by the tax authorities for up to certain period from the end of the year the tax is payable, as follows:

Poland	5 years
Hungary	6 years
Russia	3 years

CEDC’s U.S. federal income tax returns are also subject to examination by the U.S. tax authorities. As the application of tax laws and regulations, and transactions are susceptible to varying interpretations, amounts reported in the consolidated financial statements could be changed at a later date upon final determination by the tax authorities.

13. Stock Option Plans and Warrants

The Company adopted ASC Topic 718 “Compensation—Stock Compensation” requiring the recognition of compensation expense in the Consolidated Statements of Operations related to the fair value of its employee share-based options.

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.

ASC Topic 718 requires the recognition of compensation expense in the Consolidated Statements of Operations 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 ASC Topic 718, 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

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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.

A summary of the Company’s stock option and restricted stock units activity, and related information for the twelve month periods ended December 31, 2009, 2008 and 2007 is as follows:

Total Options	Number of Options			Weighted- Average Exercise Price
Outstanding at January 1, 2007		1,319,900		$	19.31
Granted		266,250		$	30.84
Exercised		(272,475	)	$	17.12
Forfeited		(60,638	)	$	23.26
Outstanding at December 31, 2007		1,253,037		$	22.02
Exercisable at December 31, 2007		964,849		$	19.50
Outstanding at January 1, 2008		1,253,037		$	22.02
Granted		234,375		$	56.88
Exercised		(120,849	)	$	15.60
Forfeited		(16,312	)	$	21.83
Outstanding at December 31, 2008		1,350,252		$	28.65
Exercisable at December 31, 2008		1,033,225		$	22.19
Outstanding at January 1, 2009		1,350,252		$	28.65
Granted		200,625		$	19.94
Exercised		(59,827	)	$	14.27
Forfeited		(9,500	)	$	60.92
Outstanding at December 31, 2009		1,481,550		$	27.85
Exercisable at December 31, 2009		1,051,550		$	23.18
Nonvested restricted stock units	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2007		0		$	0
Granted		37,930		$	34.71
Vested		0		$	0
Forfeited		(2,100	)	$	34.51
Nonvested at December 31, 2007		35,830		$	34.73
Nonvested at January 1, 2008		35,830		$	34.73
Granted		38,129		$	66.52
Vested		(600	)	$	34.51
Forfeited		(4,804	)	$	48.75
Nonvested at December 31, 2008		68,555		$	51.42
Nonvested at January 1, 2009		68,555		$	51.42
Granted		25,009		$	24.89
Vested		(2,740	)	$	34.51
Forfeited		(11,750	)	$	45.00
Nonvested at December 31, 2009		79,074		$	44.63

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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 5.2 years. Exercise prices for options exercisable as of December 31, 2009 ranged from $1.13 to $44.15. The Company has also granted 25,009 restricted stock units to its employees at an average price of $24.89.

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 December 31, 2009, the Company has not changed the terms of any outstanding awards.

During the twelve months ended December 31, 2009, the Company recognized compensation cost of $3.78 million and a related deferred tax asset of $0.65 million.

As of December 31, 2009, there was $2.79 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 24 months through 2009-2012.

Total cash received from exercise of options during the twelve months ended December 31, 2009 amounted to $0.9 million.

For the twelve month period ended December 31, 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 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% - 0.5%	1.5% - 3.2%
Expected Life of Options from Grant	3.2	3.2

14. 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.

The Polmos Bialystok Acquisition

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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 six years after the acquisition was consummated. As of December 31, 2009, the Company had invested 71.1 million Polish zloty (approximately $24.9 million) in Polmos Bialystok.

The Whitehall Acquisition

As part of the Whitehall Investment, 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.

In the event that the Company is required to refinance or retire the indebtedness described above, and/or acquires the capital stock of Whitehall, such transactions would be financed through additional sources of debt or equity funding. We cannot provide assurances as to whether or on what terms such funding would be available.

The Russian Alcohol Acquisition

As part of the acceleration of the Option Agreement on December 9, 2009, related to the Russian Alcohol Acquisition (see Note 2), the company had a series of payment obligation payable in 2009 and 2010. As of December 31, 2009, the Company had remaining obligations under this agreement to Lion for $155 million of which $100 million was funded into escrow and recorded as Restricted Cash on the balance sheet. In January 2010, the Company paid $110 million to Lion leaving the last remaining payment of $45 million, payable in cash or shares due in April 2010.

Also as part of the November 2009 agreement with Lion Capital and Kylemore International Invest Corp., for the acquisition of Kylemore’s indirect equity interests in Russian Alcohol (see Note 2) the Company paid $5.0 million in January 2009 and is to pay another $5.0 million on February 1, 2011 to Kylemore.

Operating Leases and Rent Commitments

The Company makes rental payments for real estate, vehicles, office, computer, and manufacturing equipment under operating leases. The following is a schedule by years of the future rental payments under the non-cancelable operating lease as of December 31, 2009:

2010	$	6,374
2011		2,230
2012		2,223
2013		2,149
Thereafter		2,149
Total	$	15,125

During the fourth quarter of 2009, the Company continued its policy of renewing its transportation fleet by way of capital leases. The future minimum lease payments for the assets under capital lease as of December 31, 2009 are as follows:

2010	$	481
2011		480
2012		0
Gross payments due	$	961
Less interest		(77	)
Net payments due	$	884

87

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

Supply contracts

The Company has various agreements covering its sources of supply, which, in some cases, may be terminated by either party on relatively short notice. Thus, there is a risk that a portion of the Company’s supply of products could be curtailed at any time.

15. 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 2, above.

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.

On September 2, 2009, the Company filed a prospectus supplement with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 registering for resale by Lion/Rally Cayman 5, a company incorporated in the Cayman Islands, the 540,873 shares of the Company’s common stock issued to Cayman 5 on that same date in connection with Russian Alcohol acquisition. The Company did not receive any proceeds from the sale.

On September 15, 2009, the Company issued to Cirey Holdings, in connection with Russian Alcohol acquisition, 479,499 shares of the Company’s common stock. The Company did not receive any proceeds from the sale.

On November 10, 2009, the Company issued to Kylemore 479,499 shares of the Company’s common stock in exchange of acquiring the remaining indirect equity interest in Russian Alcohol that was not held by Lion or CEDC. The Company did not receive any proceeds from the sale.

On November 24, 2009 the Company consummated an offer and sale of an aggregate of 10,250,000 shares of the Company’s common stock, par value $0.01 per share, at a price of $31.00 per share. The Company received $308 million from the offering after underwriting discounts and estimated offering expenses payable by the Company.

16. Interest income / (expense)

For the twelve months ended December 31, 2009 and 2008 respectively, the following items are included in Interest income / (expense):

	Twelve months ended December 31,
	2009			2008
Interest income	$	10,930		$	9,848
Interest expense		(84,398	)		(57,658	)
Total interest (expense), net		($73,468	)		($47,810	)

17. Other financial income / (expense)

For the twelve months ended December 31, 2009 and 2008, the following items are included in Other financial income / (expense):

88

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	Year ended December 31,
	2009			2008
Foreign exchange impact related to foreign currency financing	$	41,059		($	165,294	)
Foreign exchange impact related to long term Notes receivable		0			34,328
Hedge closure		(2,979	)		0
Early redemption costs connected with debt facility		(13,916	)		0
Other gains / (losses)		1,029			7,165
Total other financial income / (expense), net	$	25,193		($	123,801	)

18. Earnings per share

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

	Twelve months ended December 31,
	2009		2008			2007
Basic:
Net income / (loss) from continuing operations, net of noncontrolling interests in subsiadiaries	$	72,677	($	36,952	)	$	48,939
Income / (loss) on discontinued operations		8,360		22,034			29,231
Net income / (loss)	$	81,037	($	14,918	)	$	78,170
Weighted average shares of common stock outstanding (used to calculate basic EPS)		53,772		44,088			39,871
Net effect of dilutive employee stock options based on the treasury stock method		208		657			540
Weighted average shares of common stock outstanding (used to calculate diluted EPS)		53,980		44,745			40,411
Net income / (loss) per common share - basic:
Continuing operations	$	1.35		($0.84	)	$	1.23
Discontinued operations	$	0.16	$	0.50		$	0.73
	$	1.51		($0.34	)	$	1.96
Net income / (loss) per common share - diluted:
Continuing operations	$	1.35		($0.84	)	$	1.21
Discontinued operations	$	0.15	$	0.49		$	0.72
	$	1.50		($0.34	)	$	1.93

As of December 31, 2008, the Company excluded 657 thousand shares from the above EPS from continuing operations calculation because they would have had antidilutive impact for the 2008 period presented.

Employee stock options grants 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 twelve months periods ended December 31, 2009, 2008 and 2007. 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 period.

19. Financial Instruments

Financial Instruments and Their Fair Values

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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 operations.

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

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

	December 31,  2009 Carrying Amount
Cash and cash equivalents	$	126,439
Restricted Cash		481,419
Equity method investment in affiliates		244,504

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 ASC Topic 815 “Derivatives and Hedging”, 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 ASC Topic 815, 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.

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 was accounted for as a fair value hedge according to ASC Topic 815 and 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 statement of operations.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

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.

During 2009 also the Company’s subsidiary, Russian Alcohol 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.

• Interest rate hedge to fix cost related to the term loans denominated in U.S. dollars with floating interest rate.

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 operations base on the mark to market valuation. During the fourth quarter of 2009 the Company closed these hedges as the underlying bank facilities have been refinanced with proceeds received from issuance of bonds in December 2009. These hedges then were written off with a net cash settlement of approximately $4.9 million.

20. Fair value measurements

The Company adopted ASC Topic 820 “Fair Value Measurements and Disclosures”, 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. ASC Topic 820 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 evaluated the position of each financial instrument measured at fair value in the hierarchy individually based on the valuation methodology applied. As at December 31, 2009, the Company has no material financial assets or liabilities carried at fair value using significant level 1, level 2 or level 3 inputs.

In the fourth quarter of 2009 the Company’ subsidiary, Russian Alcohol closed the following hedge transactions that were valued using level 2 inputs:

• 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.

• Interest rate hedge to fix cost related to the term loans denominated in U.S. dollars with floating interest rate.

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 operations base on the mark to market valuation. During the fourth quarter of 2009 the Company closed these hedges as the underlying bank facilities have been refinanced with proceeds received from issuance of bonds in December 2009. These hedges then were written off with a net cash settlement of approximately $4.9 million.

As of December 31, 2009 the Company is not part of any hedging transactions.

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 ASC Topic 815 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 statement of operations.

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.

91

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

21. Operating segments

As a result of the Company’s expansion into new geographic areas, namely Russia, the Company has changed its internal management financial reporting by implementing a segmental approach to the business based upon geographic locations. As such the Company operates in three primary segments: Poland, Russia and Hungary. The business segments reflect how the Company’s operations are managed, how operating performance within the Company is evaluated by senior management and the structure of its internal financial reporting.

The Company evaluates performance based on operating income of the respective business units. The accounting policies of the segments are the same as those described for the Company in the Summary of Significant Accounting policies in Note 1 and include the recently issued accounting pronouncement described in Note 1. Transactions between segments consist primarily of sales of products and are accounted for at cost plus an applicable margin.

The Company’s areas of operations are principally in Poland, Russia and Hungary. Revenues are attributed to countries based on the location of the selling company.

	Segment Net Revenues Year ended December 31,
	2009			2008			2007
Segment
Poland	$	258,727		$	397,961		$	360,829
Russia		394,102			129,799			—
Hungary		36,585			43,482			37,221
Total Net Sales	$	689,414		$	571,242		$	398,050
	Operating Profit Year ended December 31,
	2009			2008			2007
Segment
Poland	$	95,971		$	95,178		$	79,315
Russia		90,696			39,745			—
Hungary		6,149			7,641			7,491
Corporate Overhead
General corporate overhead		(4,570	)		(3,353	)		(4,398	)
Option Expense		(3,781	)		(3,850	)		(1,870	)
Total Operating Profit	$	184,465		$	135,361		$	80,538
	Equity in the net income/ (loss) of investees accounted for  by the equity method Year ended December 31,
	2009			2008			2007
Segment
Poland	$	0		$	0		$	0
Russia		(5,583	)		1,168			0
Hungary		0			0			0
Total equity in the net income of investees accounted for by the equity method		($5,583	)	$	1,168		$	0
	Depreciation Year ended  December 31,
	2009			2008			2007
Segment
Poland	$	2,664		$	3,399		$	2,825
Russia		3,442			1,401			0
Hungary		439			644			591
General corporate overhead		33			13			8
Total depreciation	$	6,578		$	5,457		$	3,424

92

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

		$4,045,191			$4,045,191			$4,045,191
	Income tax Year ended December 31,
	2009			2008			2007
Segment
Poland		($630	)		($6,539	)	$	7,255
Russia		19,993			10,472			0
Hungary		329			1,328			1,092
General corporate overhead		(1,197	)		(3,880	)		707
Total Income tax	$	18,495		$	1,382		$	9,054

		$4,045,191		$4,045,191
	Identifiable Operating Assets
	December 31, 2009		December 31, 2008
Segment
Poland	$	1,348,131	$	1,362,448
Russia		2,269,098		718,770
Hungary		38,643		37,842
Corporate		389,319		5,973
Total Identifiable Assets	$	4,045,191	$	2,125,033
	Goodwill
	December 31, 2009		December 31, 2008
Segment
Poland	$	402,433	$	387,477
Russia		1,074,314		107,911
Hungary		7,325		7,053
Corporate		0		0
Total Goodwill	$	1,484,072	$	502,441

22. Related Party Transactions

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 twelve 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 was acting as a toll filler for the Company. All sales primarily related to raw materials for production were made on normal commercial terms, and total sales for the twelve months ended December 31, 2009 were approximately $25.2 million. Purchases of finished goods from ZAO Urozhay were approximately $78.1 million. As of September 30, 2009 the Company began all production of Parliament vodka form its own production unit and thereafter Urozhay stopped acting as a toll filler for the Company.

On September 25, 2009, the Company acquired the remaining 15% of the share capital of Parliament that it did not already hold. Mr. Sergey Kupriyanov, a member of the Company’s board of directors, had an indirect minority interest in Parliament and as a result thereof had an approximate 22% interest in the $70.2 million total consideration paid for the remaining 15% and the approximately $16.7 million paid by the Company in connection with the completion of the Company’s initial acquisition of 85% of the share capital of Parliament (of which $9.9 million was paid on October 30, 2009 and the remainder was paid on December 16, 2009). The price terms under those transactions were determined based on arms-length negotiations among the parties.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

During the twelve 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 twelve months ended December 31, 2009 and 2008 were approximately $119,000 and $73,000.

23. Subsequent Events

On January 4, 2010 the Company completed the redemption of its Senior Secured Notes due 2012 with the final payment of all outstanding principal accrued interest and call premium, releasing the cash of €263.9 million (approximately $380.4 million), recorded in Restricted Cash at year end, from the Trustee thus the relieving the Company of all of its remaining obligations under the Senior Secured Notes indenture.

On January 11, 2010, the Company paid $110 million to Lion as part of the acceleration of the Option Agreement concluded on November 19, 2009 (see Note 2) and on January 20, 2010 the Company purchased the sole voting share of Lion/Rally Cayman 6 from an affiliate of Lion and thereby acquired full control of Russian Alcohol. The voting share comprised the remaining interest in Russian Alcohol that was not owned by the Company and was only available to the Company after the receipt of antimonopoly clearances for the acquisition from the Russian Federal Antimonopoly Commission and the Antimonopoly Committee of the Ukraine, which the Company has since received.

24. Quarterly financial information (Unaudited)

The Company’s net sales, gross profit, operating income and net income for 2008 have been allocated to quarters using the same proportion as our previously reported data. The table below demonstrates the movement and significance of seasonality in the statement of operations. For further information, please refer to Item 6. Selected Financial Data.

	First Quarter						Second Quarter						Third Quarter						Fourth Quarter
	2009			2008			2009			2008			2009			2008			2009			2008
Net Sales	$	70,772		$	108,775		$	175,891		$	146,123		$	187,543		$	156,923		$	255,208		$	159,421
Seasonality		10.3	%		19.0	%		25.5	%		25.6	%		27.2	%		27.5	%		37.0	%		27.9	%
Gross Profit		33,695			39,213			91,345			61,433			95,514			68,595			128,378			80,727
Gross Profit %		47.6	%		36.0	%		51.9	%		42.0	%		50.9	%		27.4	%		50.3	%		32.3	%
Operating Income		13,179			17,347			242,630			29,181			27,018			35,990			-98,362			52,843
Operating Income %		7.1	%		12.8	%		131.5	%		21.6	%		14.6	%		26.6	%		-53.3	%		39.0	%
Income / (loss) on discontinued operations		2,626			2,824			2,322			4,750			1,775			5,859			1,637			8,601
Net income / (loss)	($	87,772	)	$	14,731		$	215,975		$	36,925		$	47,193			($582	)		($94,359	)		($65,992	)
Net income/(loss) from operations per share of common stock, basic		($1.83	)	$	0.36		$	4.39		$	0.87		$	0.86			($0.01	)		($1.51	)		($1.41	)
Net income/(loss) from operations per share of common stock, diluted		($1.83	)	$	0.36		$	4.37		$	0.85		$	0.85			($0.01	)		($1.51	)		($1.41	)

For the three months ended December 31, 2008, March 31, 2009 and December 31, 2009, the Company excluded 211 thousand, 81 thousand, and 366 thousand shares respectively from the above EPS calculation because they would have had antidilutive impact for the fourth quarter 2008, the first quarter 2009 and the fourth quarter 2009 periods presented.

Seasonality is calculated as a percent of full year sales recognized in the relevant quarter.

25. Geographic Data

Net sales and long-lived assets, by geographic area, consisted of the following for the three years ended December 31, 2009, 2008 and 2007:

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts in tables expressed in thousands, except per share information

	Year ended December 31,
(In thousands)	2009		2008		2007
Net Sales to External Customers (a):
United States	$	1,257	$	798	$	716
International
Poland		242,625		374,070		347,659
Russia		388,193		129,417		0
Hungary		36,585		43,482		37,221
Other		20,754		23,475		12,454
Total international		688,157		570,444		397,334
Total	$	689,414	$	571,242	$	398,050
Long-lived assets (b):
United States	$	19	$	51	$	9
International
Poland		760,237		709,274		618,757
Russia		499,532		420,402		0
Hungary		976		1,288		1,088
Total international		1,260,746		1,130,964		619,845
Total consolidated long-lived assets	$	1,260,765	$	1,131,015	$	619,854

(a) Net sales to external customers based on the location to which the sale was delivered.

(b) Long-lived assets primarily consist of property, plant and equipment and trademarks.

95

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There were no changes in or disagreements with the accountants within the past two years.

Item 9A. Control 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.

Management’s Report on Internal Control over Financial Reporting.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15(d)-15(f) of the Securities Exchange Act of 1934). Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework.”

The Company’s management has excluded Russian Alcohol from its assessment of internal controls over financial reporting as of December 31, 2009, because these companies were acquired by the Company in purchase business combinations during the year ended December 31, 2009. Russian Alcohol is a subsidiary of the Company that is controlled by ownership of all voting interest, whose total assets and total revenues represent 20.0% and 21.2%, respectively, of the related consolidated financial statements as of and for the year ended December 31, 2009.

Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2009.

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

96

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.

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PART III

Item 10. Directors and Executive Officers of the Registrant.

The information regarding our executive officers and directors required by this item is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on April 29, 2010. We will file our proxy statement for our 2009 annual meeting of stockholders within 120 days of December 31, 2009, our fiscal year-end.

Item 11. Executive Compensation.

The information regarding executive compensation required by this item is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on April 29, 2010. We will file our proxy statement for our 2009 annual meeting of stockholders within 120 days of December 31, 2009, our fiscal year-end.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information regarding security ownership of certain beneficial owners and management is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on April 29, 2010. We will file our proxy statement for our 2009 annual meeting of stockholders within 120 days of December 31, 2009, our fiscal year-end.

Item 13. Certain Relationships and Related Transactions.

The information regarding certain relationships and related transactions required by this item is incorporated into this annual report by reference to our proxy statement for the annual meeting of stockholders to be held on April 29, 2010. We will file our proxy statement for our 2009 annual meeting of stockholders within 120 days of December 31, 2009, our fiscal year-end.

Item 14. Principal Accountant Fees and Services.

The information regarding principal accountant fees and services required by this item is incorporated into this annual report by reference to the proxy statement for the annual meeting of stockholders to be held on April 29, 2010. We will file our proxy statement for our 2009 annual meeting of stockholders within 120 days of December 31, 2009, our fiscal year-end.

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1) The following consolidated financial statements of the Company and report of independent auditors are included in Item 8 of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2008 and 2009

Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2007, 2008 and 2009

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009

Notes to Consolidated Financial Statements

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
By:	/s/    WILLIAM V. CAREY
	William V. Carey
	Chairman, President and Chief Executive Officer
Date: March 1, 2011

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints William V. Carey and Chris Biedermann, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/    WILLIAM V. CAREY         William V. Carey	Chairman, President and Chief Executive Officer (principal executive officer)	March 1, 2011
/S/    CHRISTOPHER BIEDERMANN         Christopher Biedermann	Chief Financial Officer (principal financial and accounting officer)	March 1, 2011

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/S/    DAVID BAILEY         David Bailey	Director	March 1, 2011
/S/    N. SCOTT FINE         N. Scott Fine	Director	March 1, 2011
/S/    MAREK FORYSIAK         Marek Forysiak	Director	March 1, 2011
/S/    ROBERT P. KOCH         Robert P. Koch	Director	March 1, 2011
/s/    WILLIAM SHANAHAN         William Shanahan	Director	March 1, 2011
/s/    MARKUS SIEGER         Markus Sieger	Director	March 1, 2011

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(a)(3) The following exhibits are either provided with this Form 10-K or are incorporated herein by reference.

Exhibit Number	Exhibit Description
1.1	Underwriting Agreement, dated as of March 3, 2008, by and between Central European Distribution Corporation and J.P. Morgan Securities Inc. (filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on March 7, 2008 and incorporated herein by reference).
1.2	Underwriting Agreement, dated as of June 25, 2008, by and between Central European Distribution Corporation and J.P. Morgan Securities Inc., as representative of the underwriters listed on Schedule 1 thereto (filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on June 27, 2008 and incorporated herein by reference).
1.3	Underwriting Agreement, dated as of July 20, 2009, among Central European Distribution Corporation, Mark Kaoufman and Jefferies & Company, Inc. and UniCredit CAIB Securities UK Ltd., as representatives of the underwriters listed on Schedule 1 thereto (filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on July 23, 2009 and incorporated herein by reference).
1.4	Underwriting Agreement, dated as of November 18, 2009, between Central European Distribution Corporation and Jefferies & Company, Inc. and UniCredit CAIB Securities UK Ltd., as representatives of the underwriters listed on Schedule 1 thereto (filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on November 24, 2009 and incorporated herein by reference).
2.1	Contribution Agreement among Central European Distribution Corporation, William V. Carey, William V. Carey Stock Trust, Estate of William O. Carey and Jeffrey Peterson dated November 28, 1997 (filed as Exhibit 2.1 to the Registration Statement on Form SB-2, File No. 333-42387, with the SEC on December 17, 1997 (the “1997 Registration Statement”), and incorporated herein by reference).
2.2	Investment Agreement for Damianex S.A. dated April 22, 2002, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Michael Ciapala, Boguslaw Barnat and Iwona Barnat (filed as Exhibit 2 to the Current Report on Form 8-K/A filed with the SEC on May 14, 2002, and incorporated herein by reference).
2.3	Share Purchase Agreement for AGIS S.A. dated April 24, 2002, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Jacek Luczak and Slawomir Wisniewski (filed as Exhibit 2.2 to the Current Report on Form 8-K/A filed with the SEC on June 3, 2002, and incorporated herein by reference).
2.4	Share Purchase Agreement for Onufry S.A. dated October 15, 2002, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Zbigniew Trafalski and Henryk Gawin (filed as Exhibit 2.4 to the Annual Report on Form 10-K filed with the SEC on March 17, 2003, and incorporated herein by reference).
2.5	Share Purchase Agreement for Dako Sp. z o.o. dated April 16, 2003, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Waclaw Dawidowicz and Miroslaw Sokalski (filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 15, 2003, and incorporated herein by reference).
2.6	Share Purchase Agreement for Panta Hurt Sp. z o.o. dated September 5, 2003, among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Wlodzimierz Szydlarski, Sylwester Zakrzewski and Wojciech Piatkowski (filed as Exhibit 2.6 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2003, and incorporated herein by reference).

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2.7	Share Purchase Agreement for Multi-Ex S.A. dated November 14, 2003, among Carey Agri International Sp. z o.o., Piotr Pabianski and Ewa Maria Pabianska (filed as Exhibit 2.7 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference).
2.8	Share Purchase Agreement for Multi-Ex S.A. dated November 14, 2003, between Central European Distribution Corporation and Piotr Pabianski (filed as Exhibit 2.8 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference).
2.9	Share Purchase Agreement for Multi-Ex S.A. dated December 18, 2003, between Central European Distribution Corporation and Piotr Pabianski (filed as Exhibit 2.9 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference).
2.10	Share Sale Agreement for Miro sp. z.o.o. dated May 14, 2004, among Central European Distribution Corporation, Miroslawem Grzadkowskim, Halina Grzadkowska, Jackiem Grzadkowskim and Kinga Grzadkowska (filed as Exhibit 2.10 to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2004, and incorporated herein by reference).
2.11	Conditional Share Sale Agreement for Delikates Sp. z o.o. dated April 28, 2005 by and among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, Barbara Jernas, Szymon Jernas, Magdalena Namysl and Karol Jaskula (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2005 and incorporated herein by reference).
2.12	Share Sale Agreement, dated June 27, 2005, by and among Rémy Cointreau S.A., Botapol Management B.V., Takirra Investment Corporation N.B., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 1, 2005 and incorporated herein by reference).
2.13	Share Purchase Agreement, dated July 11, 2005, by and among the State Treasury of the Republic of Poland, Carey Agri International-Poland Sp. z o.o. and Central European Distribution Corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 15, 2005 and incorporated herein by reference).
2.14	Conditional Share Sale Agreement for Imperial Sp. z o.o. dated August 16, 2005 by and among Carey Agri International Poland Sp. z o.o., Central European Distribution Corporation, and Tadeusz Walkuski (filed as Exhibit 2.11 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 and incorporated herein by reference).
2.15	Share Sale and Purchase Agreement, dated March 11, 2008, by and among White Horse Intervest Limited, William V. Carey, Central European Distribution Corporation, and Bols Sp. z o.o. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2008 and incorporated herein by reference).
2.16	Share Sale and Purchase Agreement, dated May 23, 2008, by and among Barclays Wealth Trustees (Jersey) Limited (in its capacity as trustee of The First National Trust), WHL Holdings Limited, Polmos Bialystok S.A. and Central European Distribution Corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 30, 2008 and incorporated herein by reference).
2.17	Amendment No. 5 to Share Sale and Purchase Agreement, dated February 24, 2009, by and among Barclays Wealth Trustees (Jersey) Limited (in its capacity as trustee of The First National Trust), WHL Holdings Limited, Polmos Bialystok S.A. and Central European Distribution Corporation. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 2, 2009 and incorporated herein by reference).

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2.18	Amendment No. 5 to Share Sale and Purchase Agreement, dated February 24, 2009, by and among Barclays Wealth Trustees (Jersey) Limited (in its capacity as trustee of The First National Trust), WHL Holdings Limited, Polmos Bialystok S.A. and Central European Distribution Corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 2, 2009, and incorporated herein by reference).
2.19	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 (filed as Exhibit 2.1 to the Periodic Report on Form 8-K filed with the SEC on September 28, 2009 and incorporated herein by reference).
2.20	Share Sale and Purchase Agreement, dated September 22, 2009, by and among Bols Sp. z o.o and White Horse Intervest Limited (filed as Exhibit 2.2 to the Periodic Report on Form 8-K filed with the SEC on September 22, 2009 and incorporated herein by reference).
2.21*†	Amended and Restated Investment Commitment Letter, dated June 18, 2008, by and among Central European Distribution Corporation, Lion Capital LLP acting for and on behalf of each of Lion Capital Fund I L.P., Lion Capital Fund I A L.P., Lion Capital Fund I B L.P., Lion Capital Fund I C L.P., Lion Capital Fund I SBS L.P.; and Lion Capital (Guernsey) Limited c/o Aztec Financial Services (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 15, 2008 and incorporated herein by reference).
2.22*†	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).
2.23*†	Lion Option Agreement, dated November 19, 2009, by and among Central European Distribution Corporation, Carey Agri International—Poland Sp. z o.o., Lion Capital, Lion/Rally Cayman 4, Lion/Rally Cayman 5, Lion/Rally Cayman 6 and Lion Rally Cayman 7 L.P.
3.1	Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Quarterly Report of 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). Exhibit Number Exhibit Description
4.1	Form of Common Stock Certificate (filed as Exhibit 4.1 to the 1997 Registration Statement and incorporated herein by reference).

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4.2	Indenture, dated July 25, 2005, by and among Central European Distribution Corporation, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o. and Miro Sp. z o.o., as Guarantors, The Bank of New York, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on July 25, 2005 and incorporated herein by reference).
4.3	First Supplemental Indenture, dated August 31, 2005, by and among Central European Distribution Corporation, as Issuer, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o. and Miro Sp. z o.o., as Initial Guarantors, Botapol Holding B.V. and Bols Sp. z o.o., as Additional Guarantors, The Bank of New York, as Trustee, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 2, 2005 and incorporated herein by reference).
4.4	Second Supplemental Indenture, dated as of March 30, 2006 among Central European Distribution Corporation, as Issuer, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o. and Miro Sp. z o.o., as Initial Guarantors, Botapol Holding B.V. and Bols Sp. z o.o., as Additional Guarantors, The Bank of New York, as Trustee, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006 and incorporated herein by reference).
4.5	Third Supplemental Indenture, dated as of July 7, 2006 among Central European Distribution Corporation, as Issuer, Carey Agri International-Poland Sp. z o.o., Onufry S.A., Multi-Ex S.A., Astor Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., MTC Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A., PWW Sp. z o.o., Miro Sp. z o.o., Botapol Holding B.V. and Bols Sp. z o.o., as Guarantors, Delikates Sp. z o.o., Panta Hurt Sp. z o.o., Polnis Dystrybucja Sp. z o.o., Imperial Sp. z o.o. and Krokus Sp. z o.o., as New Guarantors, The Bank of New York, as Trustee, and ING Bank N.V., London Branch, as Note Security Agent (filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2006 and incorporated herein by reference).
4.6	Base Indenture, dated as of March 7, 2008, by and between Central European Distribution Corporation, as Issuer and The Bank of New York Trust Company, N.A., as Trustee (filed as Exhibit 4.6 to the Annual Report on Form 10-K filed with the SEC on March 2, 2009 and incorporated herein by reference).
4.7	Supplemental Indenture, dated as of March 7, 2008, by and between Central European Distribution Corporation, as Issuer and The Bank of New York Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on March 7, 2008 and incorporated herein by reference).
4.8	Registration Rights Agreement, dated March 13, 2008, by and between Central European Distribution Corporation and Direct Financing Limited (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2008 and incorporated herein by reference).
4.9	Registration Rights Agreement, dated October 21, 2008 by and between Central European Distribution Corporation and Barclays Wealth Trustees (Jersey) Limited (as Trustee of the First National Trust) (filed as Exhibit 4.9 to the Annual Report on Form 10-K filed with the SEC on March 2, 2009 and incorporated herein by reference).
4.10	Registration Rights Agreement, dated May 7, 2009, between Central European Distribution Corporation, Lion/Rally Cayman 4 and Lion/Rally Cayman 5 (filed as Exhibit 4.1 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
4.11	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4 (filed as Exhibit 4.2 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
4.12	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5 (filed as Exhibit 4.3 to the to the Quarterly Report on Form 10-Q filed

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	with the SEC on August 10, 2009, and incorporated herein by reference).
4.13	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4 (filed as Exhibit 4.4 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
4.14	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5 (filed as Exhibit 4.5 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
4.15	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4 (filed as Exhibit 4.6 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
4.16	Warrant to purchase shares of common stock, dated June 30, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5 (filed as Exhibit 4.7 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
4.17	Agreement, dated October 30, 2009, between Central European Distribution Corporation, Lion/Rally Cayman 4 and Lion/Rally Cayman 5 (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 5, 2009 and incorporated herein by reference).
4.18	Warrant to purchase shares of common stock, dated October 2, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4 (filed as Exhibit 4.2 to the to the Quarterly Report on Form 10-Q filed with the SEC on November 11, 2009, and incorporated herein by reference).
4.19	Warrant to purchase shares of common stock, dated October 2, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5 (filed as Exhibit 4.3 to the to the Quarterly Report on Form 10-Q filed with the SEC on November 11, 2009, and incorporated herein by reference).
4.20	Warrant to purchase shares of common stock, dated October 2, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4 (filed as Exhibit 4.4 to the to the Quarterly Report on Form 10-Q filed with the SEC on November 11, 2009, and incorporated herein by reference).
4.21	Warrant to purchase shares of common stock, dated October 2, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5 (filed as Exhibit 4.5 to the to the Quarterly Report on Form 10-Q filed with the SEC on November 11, 2009, and incorporated herein by reference).
4.22	Warrant to purchase shares of common stock, dated October 2, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 4 (filed as Exhibit 4.6 to the to the Quarterly Report on Form 10-Q filed with the SEC on November 11, 2009, and incorporated herein by reference).

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4.23	Warrant to purchase shares of common stock, dated October 2, 2009, issued by Central European Distribution Corporation to Lion/Rally Cayman 5 (filed as Exhibit 4.7 to the to the Quarterly Report on Form 10-Q filed with the SEC on November 11, 2009, and incorporated herein by reference).
4.24	Indenture, dated as of December 2, 2009, by and between Central European Distribution Corporation, CEDC Finance Corporation International, Inc., as Issuer and Deutsche Trustee Company Limited, as Trustee (including the respective forms of the $380,000,000 9.125% Senior Secured Note and the €380,000,000 8.875% Senior Secured Note, each due December 1, 2016) (filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on December 3, 2009 and incorporated herein by reference).
4.25*	Form of Registration Rights Agreement, by and among Central European Distribution Corporation, Lion/Rally Cayman 4 and Lion/Rally Cayman 5.
4.26*	First Supplemental Indenture, dated December 29, 2009, by and among Bravo Premium LLC, JSC Distillery Topaz, JSC “Russian Alcohol Group,” Latchey Limited, Limited Liability Company “The Trading House Russian Alcohol,” Lion/Rally Cayman 6, Lion/Rally Lux 1 S.A., Lion/Rally Lux 2 S.à r.l., Lion/Rally Lux 3 S.à r.l., Mid-Russian Distilleries, OOO First Tula Distillery, OOO Glavspirttirest, Pasalba Limited, Premium Distributors sp. z o.o., Sibirsky LVZ, as Additional Guarantors, CEDC Finance Corporation International, Inc., as Issuer, the entities listed on Schedule I thereto, as the existing Guarantors, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Polish Security Agent and TMF Trustee Limited, as Security Agent.
10.1	2007 Stock Incentive Plan (filed as Exhibit A to the definitive Proxy Statement as filed with the SEC on March 27, 2007, and incorporated herein by reference).
10.2	Form of Stock Option Agreement with Directors under 2007 Stock Incentive Plan (filed as Exhibit 10.2 to the Annual Report on Form 10-K filed with the SEC on February 29, 2008, and incorporated herein by reference).
10.3	Form of Stock Option Agreement with Officers under 2007 Stock Incentive Plan (filed as Exhibit 10.3 to the Annual Report on Form 10-K filed with the SEC on February 29, 2008, and incorporated herein by reference).
10.4	Lease Agreement for warehouse at Bokserska Street 66a, Warsaw, Poland (filed as Exhibit 10.15 to the Current Report on Form 8-K filed with the SEC on April 16, 2001, and incorporated herein by reference).
10.5	Annex 2 to Lease Agreement dated February 19, 2003, for the warehouse located at Bokserska Street 66a, Warsaw, Poland (filed as Exhibit 10.11 to the Annual Report on Form 10-K filed with the SEC on March 15, 2004, and incorporated herein by reference).
10.6	Social guarantee package for the employees of Polmos Bialystok S.A. (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 8, 2005 and incorporated herein by reference).

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10.7	Purchase Agreement dated as of August 3, 2005 by and among Central European Distribution Company and the investors signatory thereto (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 and incorporated herein by reference).
10.8	Registration Rights Agreement dated as of August 3, 2005 by and among Central European Distribution Corporation and the investors signatory thereto (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 and incorporated herein by reference).
10.9	Registration Rights Agreement, dated August 17, 2005, by and among Central European Distribution Corporation, Botapol Management B.V. and Takirra Investment Corporation N.V. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 23, 2005 and incorporated herein by reference).
10.10	Employment Agreement, dated August 10, 2005, by and between Central European Distribution Corporation and Richard Roberts (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 13, 2005 and incorporated herein by reference).
10.11	Annex, dated January 24, 2007, to the Employment Agreement dated as of August 10, 2005, between Richard Roberts and Central European Distribution Corporation (filed as Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on January 24, 2007, and incorporated herein by reference).
10.12	Trade Mark License, dated August 17, 2005, by and among Distilleerderijen Erven Lucas Bols B.V., Central European Distribution Corporation and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 23, 2005 and incorporated herein by reference).
10.13	Deed of Tax Covenant, dated August 17, 2005, by and among Botapol Management B.V., Takirra Investment Corporation N.V., Rémy Cointreau S.A., Carey Agri International Poland Sp. z o.o. and Central European Distribution Corporation (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 23, 2005 and incorporated herein by reference).
10.14	Bank Guarantee, dated October 12, 2006, by and between Fortis Bank SA/NV, Austrian Branch and Carey Agri International Poland Sp. z o.o. (filed as Exhibit 10.2 to the Current Report on Form 8K filed with the SEC on October 18, 2006 and incorporated herein by reference).
10.15	Summary of Director Compensation (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on November 8, 2006 and incorporated herein by reference).
10.16	Facility Agreement, dated December 21, 2007, among Fortis Bank Polska S.A., Fortis Bank S.A./NV, Austrian Branch, and Bank Polska Kasa Opieki S.A. and Carey Agri International-Poland Sp. z o.o. (filed as Exhibit 10.31 to the Annual Report on Form 10-K filed with the SEC on February 29, 2008, and incorporated herein by reference).

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10.17	Corporate Guarantee Agreement, dated December 21, 2007, between Fortis Bank Polska S.A., Fortis Bank S.A./NV, Austrian Branch, Bank Polska Kasa Opieki S.A. and Central European Distribution Corporation (filed as Exhibit 10.32 to the Annual Report on Form 10-K filed with the SEC on February 29, 2008, and incorporated herein by reference).
10.18	Letter Agreement, dated May 22, 2008, between Central European Distribution Corporation and Pasalba Limited (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 29, 2008 and incorporated herein by reference).
10.19	Amended and Restated Investment Commitment Letter, dated June 18, 2008, by and among Central European Distribution Corporation, Lion Capital LLP acting for and on behalf of each of Lion Capital Fund I L.P., Lion Capital Fund I A L.P., Lion Capital Fund I B L.P., Lion Capital Fund I C L.P., Lion Capital Fund I SBS L.P.; and Lion Capital (Guernsey) Limited c/o Aztec Financial Services (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 15, 2008 and incorporated herein by reference).
10.20	Letter Agreement, dated May 22, 2008, between Central European Distribution Corporation and Pasalba Limited (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 29, 2008 and incorporated herein by reference).
10.21	Amendment No. 1 to Shareholders’ Agreement, dated February 24, 2009, by and among Barclays Wealth Trustees (Jersey) Limited (as trustee of The First National Trust), Polmos Bialystok S.A. and Peulla Enterprises Limited. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 2, 2009 and incorporated herein by reference).
10.22	Amended and Restated Employment Agreement, dated June 11, 2008, by and between Central European Distribution Corporation and William V. Carey (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 17, 2008 and incorporated herein by reference).
10.23	Amended and Restated Employment Agreement, dated June 11, 2008, by and between Central European Distribution Corporation and Christopher Biedermann (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 17, 2008 and incorporated herein by reference).
10.24	Amended and Restated Employment Agreement, dated June 11, 2008, by and between Central European Distribution Corporation and Evangelos Evangelou (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on June 17, 2008 and incorporated herein by reference).
10.25	Amended and Restated Employment Agreement, dated June 11, 2008, by and between Central European Distribution Corporation and James Archbold (filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on June 17, 2008 and incorporated herein by reference).
10.26	Amended and Restated Executive Bonus Plan (filed as Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on June 17, 2008 and incorporated herein by reference).

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10.27	Facilities Agreement dated April 24, 2008 among Central European Distribution Corporation, Bols Sp. z o.o. and certain other subsidiaries of Central European Distribution Corporation, and Bank Zachodni WBK S.A. as lender (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 9, 2008 and incorporated herein by reference).
10.28	Labor Contract, dated April 1, 2008, between Parliament Distribution and Mr. Sergey Kupriyanov (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2008 and incorporated herein by reference).
10.29	Facilities Agreement, dated July 2, 2008, among Central European Distribution Corporation, Carey Agri International-Poland Sp. z o.o and certain other subsidiaries of Central European Distribution Corporation, and Bank Handlowy W Warszawie S.A. (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2008 and incorporated herein by reference).
10.30	Amendment and Restatement Agreement Relating to a Facility Agreement dated December 21, 2007, dated February 24, 2009, by and among Carey Agri International-Poland Sp. z o.o., Central European Distribution Corporation, Astor Sp. z o.o., Bols Hungary KFT, Bols Sp. z o.o., Botapol Holding B.V., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A. Delikates Sp. z o.o., Fine Wine & Spirit (FWS) Sp. z o.o., Imperial Sp. z o.o. Miro Sp. z o.o., MTC Sp. z o.o., Multi-Ex Sp. z o.o., Onufry S.A., Panta Hurt Sp. z o.o., Polnis Dystrybucja Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Przedsiebiorstwo Handlu Spozywczego Sp. z o.o., PWW Sp. z o.o., Saol Dystrybucja Sp. z o.o., Fortis Bank Polska S.A., Fortis Bank S.A./NV, Austrian Branch and Bank Polska Kasa Opieki S.A. (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 2, 2009 and incorporated herein by reference).
10.31	Amendment Agreement Relating to a Facility Agreement dated December 21, 2007 as Amended and Restated on February 24, 2009, dated February 24, 2009, by and among Carey Agri International-Poland Sp. z o.o., Central European Distribution Corporation, Astor Sp. z o.o., Bols Hungary KFT, Bols Sp. z o.o., Botapol Holding B.V., Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o., Damianex S.A. Delikates Sp. z o.o., Fine Wine & Spirit (FWS) Sp. z o.o., Imperial Sp. z o.o. Miro Sp. z o.o., MTC Sp. z o.o., Multi-Ex Sp. z o.o., Onufry S.A., Panta Hurt Sp. z o.o., Polnis Dystrybucja Sp. z o.o., Polskie Hurtownie Alkoholi Sp. z o.o., Przedsiebiorstwo Dystrybucji Alkoholi Agis S.A., Przedsiebiorstwo Handlu Spozywczego Sp. z o.o., PWW Sp. z o.o., Saol Dystrybucja Sp. z o.o. and Bank Polska Kasa Opieki S.A. (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on March 2, 2009 and incorporated herein by reference).
10.32	Amendment No. 1 to Shareholders’ Agreement, dated February 24, 2009, by and among Barclays Wealth Trustees (Jersey) Limited (as trustee of The First National Trust), Polmos Bialystok S.A., Central European Distribution Corporation and Peulla Enterprises Limited (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 2, 2009, and incorporated herein by reference).
10.33	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 (filed as Exhibit 10.1 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).

110

10.34	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 (filed as Exhibit 10.3 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
10.35	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).
10.36	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 (filed as Exhibit 10.6 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
10.37	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 (filed as Exhibit 10.7 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
10.38	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).
10.39	Commitment Letter, dated July 29, 2009, between Central European Distribution Corporation, Lion/Rally Cayman 6 and Lion/Rally Cayman 7 (filed as Exhibit 10.1 to the Periodic Report on Form 8-K filed with the SEC on August 4, 2009 and incorporated herein by reference).
10.40	Sale and Purchase Agreement, dated July 29, 2009, between Lion/Rally Cayman 6, Euro Energy Overseas Ltd., Altek Consulting Inc., Genora Consulting Inc., Lidstel Ltd., Pasalba Limited and Lion/Rally Lux 1 (filed as Exhibit 10.2 to the Periodic Report on Form 8-K filed with the SEC on August 4, 2009 and incorporated herein by reference).
10.41	New Option Agreement, dated October 2, 2009 (as amended on October 30, 2009), between Central European Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman 5 and Lion/Rally Cayman 7 L.P. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 5, 2009 and incorporated herein by reference).

111

10.42	Agreement, dated November 9, 2009, by and among Lion/Rally Cayman 6, Kylemore International Invest Corp., Pasalba Limited, Lion/Rally Lux 1 and Central European Distribution Corporation (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 16, 2009 and incorporated herein by reference).
10.43*	Letter Agreement, dated November 12, 2009, between Bank Polska Kasa Opieki S.A. and Carey Agri International-Poland Sp. z o.o.
10.44*	Letter Agreement, dated November 12, 2009, between Bank Handlowy w Warszawie S.A. and Carey Agri International-Poland Sp. z o.o.
10.45*	Co-Investor Option Agreement, dated November 19, 2009, by and among Central European Distribution Corporation, Lion Capital, Lion/Rally Cayman 4, Lion/Rally Cayman 5, Cayman 6, Lion/Rally Cayman 7 L.P and Lion/Rally Cayman 8.
10.46*	Letter Agreement, dated November 25, 2009, between Bank Zachodni WBK S.A. and Bols Sp. z o.o.
10.47*	Loan Agreement, dated December 2, 2009, by and between CEDC Finance Corporation International, Inc., as Lender and Carey Agri International—Poland Sp. z o.o., as Borrower.
10.48*	Loan Agreement, dated December 2, 2009, by and between CEDC Finance Corporation International, Inc., as Lender and Jelegat Holdings Limited, as Borrower.
10.49*	On-Loan Facility Agreement, dated December 1, 2009, by and between Jelegat Holdings Limited, as Lender, and Joint Stock Company “Distillery Topaz,” OOO “First Tula Distillery,” Bravo Premium LLC, Limited Liability Company “The Trading House Russian Alcohol,” Joint Stock Company “Russian Alcohol Group,” ZAO “Sibersky LVZ,” and Closed Joint Stock Company “Mid Russian Distilleries,” as Borrowers.
10.50*	Form of Restricted Stock Award Agreement under 2007 Stock Incentive Plan.
10.51*	Shareholders Agreement, dated March 13, 2008, among White Horse Intervest Limited, Bols Sp. z o.o., Central European Distribution Corporation and Copecresto Enterprises Limited (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2008 and incorporated herein by reference).
10.52*	Shareholders’ Agreement, dated July 8, 2008, by and among Central European Distribution Corporation, Lion/Rally Cayman 1 LP, Carey Agri International – Poland Sp. z o. o, Lion/Rally Carry ENG 1 LP and Lion/Rally Cayman 2 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 15, 2008 and incorporated herein by reference).
10.53*	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

112

	Original Hedge Provider, the Original Obligors, the Senior Lenders, the Intragroup Creditors, the Intragroup Debtors and the Hedge Providers (filed as Exhibit 10.2 to the to the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2009, and incorporated herein by reference).
21*	Subsidiaries of the Company.
23*	Consent of PricewaterhouseCoopers Sp. z o.o.
24.1*	Power of Attorney (contained on signature page).
31.1*	Rule 13a-14(a) Certification of the CEO in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Rule 13a-14(a) Certification of the CFO in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Section 1350 Certification of the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Section 1350 Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

† Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request.

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EX-2.21

Exhibit 2.21

To:	(1)	Lion Capital LLP
		21 Grosvenor Place
		London
		SW1X 7HF
		acting for and on behalf of each of:
		(i) Lion Capital Fund I L.P.
		(ii) Lion Capital Fund I A L.P.
		(iii) Lion Capital Fund I B L.P.
		(iv) Lion Capital Fund I C L.P.
		(v) Lion Capital Fund I SBS L.P.; and
	(2)	Lion Capital (Guernsey) Limited
		c/o Aztec Financial Services
		Second Floor
		Tudor House
		Le Bordage
		St Peter Port
		Guernsey GY1 3PP
		(together, the “Lion Funds”)
From:		Central European Distribution Corporation (“CEDC”)
		ul. Bokserska 66
		02-690 Warszawa
		Poland

Date: 19 June 2008

Dear Sirs

Project Rally

1 We refer to the letter agreement dated 22 May 2008 and its schedules attached to this letter agreement (this “Letter”) at Schedule 1 (the “Signing Date Commitment Letter”). This Letter supercedes, amends, and restates the Signing Date Commitment Letter.

2 In this Letter:

“Revised Articles” means the articles of association, including the schedule thereto, in a form identified by the parties to this Letter;

“Revised Equity Documents” means the Revised Shareholders’ Agreement, the Revised Articles and the Revised Loan Note;

“Revised Loan Note Instrument” means the instrument attached at Schedule 3; and

“Revised Shareholders’ Agreement” means the shareholders agreement attached at Schedule 2.

References in this Letter to a “Schedule” are to the schedules to this Letter. Other capitalised terms used but not defined in this Letter have the meaning given to them in the Signing Date Commitment Letter.

3 This Letter is being entered into by the parties to:

(i) provide comfort to the Lion Funds that CEDC has the ability to satisfy its financial obligations under, and in accordance with, the Revised Equity Documents;

(ii) provide comfort to CEDC that the Lion Funds will allow CEDC to make the investments contemplated by the Revised Equity Documents on the terms and conditions set forth therein (the “CEDC Investment”); and

(iii) confirm the parties’ mutual understandings and agreements with respect to the CEDC Investment and the Acquisition.

4 In consideration of the Lion Funds entering into the Revised Equity Documents to which they are, or will be, parties, and in consideration of CEDC entering into the Revised Equity Documents:

4.1 CEDC represents, warrants and undertakes to each of the Lion Funds that:

(i) (a) CEDC has the corporate power and authority required to enter into this Letter and each of the Revised Equity Documents and the CEDC Documents to which it is or will be a party, (b) any subsidiary of CEDC to which the obligation to fund the CEDC Investment is transferred (“CEDC Investment Vehicle”) has or will have at the time of making the CEDC Investment the corporate power and authority required to enter into each of the Revised Equity Documents and the CEDC Documents to which it is or will be a party, and (c) CEDC has and the CEDC Investment Vehicle will have at the time of making the CEDC Investment the corporate power and authority required to perform their obligations under the Revised Equity Documents and the CEDC Documents in accordance with their terms;

(ii) CEDC will, and shall procure that the CEDC Investment Vehicle, if any, will (and in such case, both of them where the relevant Revised Equity Document so provides) upon Closing (as such term is defined in the SPA (“Closing”)) and

2

satisfaction of the conditions set forth in paragraph 5 hereof: (x) enter into the Revised Shareholders’ Agreement and perform its, or their, obligations thereunder, including (but not limited to) those under Clause 2 of the Revised Shareholders’ Agreement; (y) subscribe for $181,500,000 of equity pursuant to the terms of the Revised Shareholders’ Agreement; and (z) subscribe for $103,500,000 of notes pursuant to the terms of the Revised Loan Note Instrument (together with (x) and (y), the “Revised Commitment”);

(iii) it will have at Closing sufficient funds available to fund the Revised Commitment;

(iv) if Closing takes place it will enter into the Revised Commitment upon being given two business day’s notice by the Lion Funds that it is required to do so; provided that the Revised Commitment shall not be required to be funded earlier than 14 business days from the date of this Letter and for the purposes of this paragraph, “business days” shall be days on which banks in New York are open for general banking business and the NASDAQ is open for trading); and

(v) there is not in existence any document, agreement, arrangement or understanding in relation to any aspect of the financing of the Acquisition to which CEDC or any of its connected persons or affiliates is a party which might prejudice the ability of CEDC to pay or procure to be paid the amounts payable by them in connection with the Revised Commitment, or to enter into the Revised Equity Documents or the CEDC Documents.

4.2 The Lion Funds represent, warrant and undertake to CEDC that:

(i) (a) they have the power and authority required to enter into this Letter, and (b) they have or will procure that any of their affiliates to which their obligations in respect of the Acquisition and the Revised Equity Documents are transferred (the “Lion Parties”) have the power and authority to enter into each of the Revised Equity Documents to which they are or will be a party, and the SPA, and to perform their obligations under each of them in accordance with their terms, and to complete the Acquisition on the terms and conditions set forth in the SPA;

(ii) they will procure that the relevant Lion Parties will upon Closing: (i) enter into the Revised Shareholders’ Agreement and perform their obligations thereunder, including (but not limited to) those under Clause 2 of the Revised Shareholders’ Agreement; and (ii) cause the subscription of $201,000,000 of equity pursuant to the terms of the Revised Shareholders’ Agreement (together with (i), the “Lion Commitment”);

3

(iii) they will have at Closing sufficient funds available to fund the Lion Commitment; and

(iv) there is not in existence any document, agreement, arrangement or understanding in relation to any aspect of the financing of the Acquisition to which the Lion Funds or any of their connected persons or affiliates is a party which might prejudice the ability of the Lion Funds to pay or procure to be paid the amounts payable by them in connection with the Lion Commitment or to enter into the Revised Equity Documents, or to prejudice the ability of CEDC to make the CEDC Investment.

5 CEDC’s obligations in respect of the Revised Commitment are subject to the satisfaction or waiver by CEDC (such waiver being in CEDC’s sole discretion) of the following conditions on or before Closing:

(i) the Lion Funds shall have provided evidence satisfactory to CEDC (acting reasonably) that the Lion Funds, Lion Capital LLP, Lion Capital General Partner LLP, Lion Capital General Partner II LLP, Lion Capital Carry LP, Lion Capital Carry II LP, or Lion/Latimer GP II (Guernsey) Limited (or an affiliate of any of them) has or will have at Closing sole effective control of Lion/Rally Cayman 1 LP and through their controlling interest in Lion/Rally Cayman 1 LP or otherwise will have effective control of the Company;

(ii) the Company, Lion/Rally Lux 1 S.A., Lion/Rally Lux 3 S.à r.l. and any other subsidiary or affiliate thereof contemplated by the SPA or the Revised Equity Documents shall have been properly formed and have all corporate and legal authority to carry out or participate in the transactions contemplated by the SPA and the Revised Equity Documents;

(iii) except as agreed by CEDC (such agreement not to be unreasonably delayed, withheld or conditioned), there having been no changes to (i) the SPA or the schedules thereto; (ii) the Lion Commitment or (iii) the Revised Equity Documents; and

(iv) no existing order, writ, injunction, decree, statute, rule, regulation or other requirement of any Governmental authority shall have been made, promulgated or enacted that restrains, enjoins, invalidates or declares the CEDC Investment ineffective or otherwise prohibits the CEDC Investment.

6 CEDC hereby undertakes and agrees:

(i) conditional upon Closing having occurred (and satisfaction of the conditions set forth in paragraph 5 hereof on or before Closing), if CEDC shall fail to enter into (or procure that the CEDC Investment Vehicle enter into) the Revised

4

Shareholders’ Agreement and/or subscribe and pay for the Revised Commitment, the Put Option arrangements contained in Clause 9 of the Revised Shareholders’ Agreement shall be binding on CEDC from the date of Closing, as if CEDC had entered into the Revised Shareholders’ Agreement, and subject to the terms and conditions thereof; and

(ii) that any material public announcements made in connection with this Letter, the Acquisition or the entry into the Revised Equity Documents (including but not limited to any announcements required to be made in accordance with applicable law or regulation, to the extent permitted by law) shall be made only following consultation as to the contents of such announcements with the Lion Funds.

7 The Lion Funds hereby undertake and agree:

(i) conditional upon CEDC having complied with its obligations under this Letter, to allow CEDC to make the CEDC Investment;

(ii) that CEDC may transfer the obligation to fund the Revised Commitment and to enter into the Revised Equity Documents to any subsidiary, provided that such subsidiary undertakes to fund the Revised Commitment on substantially similar terms to this letter agreement and that CEDC provides a guarantee of such subsidiary’s obligations in respect of the Revised Shareholders’ Agreement (as contemplated in Clause 12 of the Revised Shareholders’ Agreement);

(iii) that any material public announcements made in connection with this Letter, the Acquisition or the entry into the Revised Equity Documents (including but not limited to any announcements required to be made in accordance with applicable law or regulation, to the extent permitted by law) shall be made only following consultation as to the contents of such announcements with CEDC; and

(iv) to put in place the corporate structure and related contracts, instruments and agreements contemplated by the Revised Equity Documents (including, without limitation, the Pledge Agreement in favour of CEDC (as defined in the Revised Shareholders’ Agreement)) prior to Closing.

8 The Lion Funds hereby grant to CEDC the right, but not the obligation, to participate in any short-term bridge debt financing provided in relation to the Acquisition by the Lion Funds (a “Bridge Loan”), up to an amount of 40% of any such Bridge Loan.

9 The Lion Funds hereby undertake to CEDC that subject always to the provisions of paragraphs 10 and 11, from the date of this Letter until 31 January 2009, they shall not, without CEDC’s consent, which shall not be unreasonably withheld or delayed,

5

enter into any agreement for loan facilities to be used for the purposes of (a) financing the Acquisition by the Company or any subsidiary thereof (a “Financing”) but excluding, for the avoidance of doubt, (i) any loan notes issued to the Sellers or their affiliates pursuant to the terms of the SPA and (ii) any shareholder debt, or (b) refinancing the debt of RAG outstanding at Closing (a “Refinancing”). The right granted to CEDC pursuant to this paragraph 9 shall be known as the “CEDC Veto Right”.

10 The CEDC Veto Right shall not apply to: (a) the first US$80 million of loan facilities utilised and applied to a Refinancing, and which have an interest rate of (x) 10% or less if such loan facilities are denominated in Euros or US dollars or (y) 11% or less if such loan facilities are denominated in Roubles (together with (x), the “Maximum Applicable Rate”); (b) the rollover or renewal of any debt of RAG at Closing which has an interest rate less than the Maximum Applicable Rate; and (c) any Bridge Loan(s) made by the Lion Funds. For the avoidance of doubt, CEDC shall have the right to participate in any such Bridge Loan(s), in accordance with the provisions of paragraph 8. Loans falling within (a), (b), and (c) of the preceding sentence are hereafter referred to as “Interim Facilities”. The CEDC Veto Right shall apply to any subsequent refinancing of the Interim Facilities, unless such refinancing takes the form of further Interim Facilities, in which case the CEDC Veto Right shall not apply. Notwithstanding the provisions of the foregoing, the CEDC Veto Right shall, however, apply to any rollover of any Bridge Loan(s).

11 CEDC hereby undertakes to the Lion Funds not to exercise the CEDC Veto Right if the Lion Funds or any affiliate thereof, in connection with a Financing or a Refinancing, enter into a financing package with Goldman Sachs in the form identified by the parties to this Letter on the date of this Letter.

12 The Lion Funds hereby undertake to CEDC, conditional upon Closing and CEDC subscribing the amounts contemplated by the Revised Commitment, to procure that, at Closing, payment of an amount of $4,722,500 is made to CEDC, by way of a fee for its entering into this Letter. At Closing, CEDC shall be allowed to fund the Revised Commitment net of such fee.

13 CEDC acknowledges that the Lion Funds will be relying on the provisions of this Letter in entering into the SPA. The Lion Funds acknowledge that CEDC will be relying on the provisions of this Letter in entering into the financing and corporate undertakings required to make the CEDC Investment.

14 Notwithstanding anything that may be expressed or implied in this Letter, CEDC and the Lion Funds, each by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than CEDC and the Lion Funds shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any former,

6

current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of CEDC or the Lion Funds or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statue, regulation or other applicable law, for any obligations of CEDC or any of the Lion Funds under this Letter or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation. This paragraph 14 does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.

15 Each of the parties to this Letter hereby acknowledge that the limited partners in the Lion Funds have limited liability (for the purposes of this Letter and otherwise), except that such liability shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation, and, notwithstanding any other provision in this Letter each party hereby agrees that the liability of the partners in any of the parties which is constituted as a limited partnership shall be regulated in accordance with the jurisdiction in which that limited partnership is registered or otherwise constituted.

16 The parties hereto acknowledge that any liability of CEDC arising from its failure to fund the Revised Commitment (which the parties acknowledge is subject to Closing and satisfaction of the conditions set forth in paragraph 5 hereof) shall be reduced, pro rata, by any amounts recovered pursuant to the terms of the Bidco Commitment Letter by Bidco or the Seller.

17 This Letter is confidential and may not be disclosed by a party to any third party other than to the financial or professional advisers of the Lion Funds or CEDC in connection with the Acquisition, or as may be required by law, regulation or any governmental or competent regulatory authority, without the prior written consent of the other party.

18 This Letter shall be governed by and construed in accordance with English law and the parties hereto hereby submit to the exclusive jurisdiction of the English courts.

7

Yours faithfully

/s/ William Carey

Name: William Carey

Title: President

for and on behalf of

Central European Distribution Corporation

Agreed and accepted on behalf of

Lion Capital Fund I L.P.

Lion Capital Fund I A L.P.

Lion Capital Fund I B L.P.

Lion Capital Fund I C L.P.

Lion Capital Fund I SBS L.P.

/s/ James Cocker

Name: James Cocker

Title: Duly Authorized Attorney

for and on behalf of

Lion Capital LLP

/s/ Rob Jones

Name: Rob Jones

Title: Director

for and on behalf of

Lion Capital (Guernsey) Limited

8

SCHEDULE 1

SIGNING DATE COMMITMENT LETTER

SCHEDULE 2

REVISED SHAREHOLDERS’ AGREEMENT

SCHEDULE 3

REVISED LOAN NOTE INSTRUMENT

EX-2.22

Exhibit 2.22

24 APRIL 2009

NOTE PURCHASE AND SHARE SUBSCRIPTION AGREEMENT

between

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

CAREY AGRI INTERNATIONAL - POLAND SP. Z O.O.

and

LION/RALLY CAYMAN 2

and

LION/RALLY CAYMAN 5

THIS AGREEMENT is made on 24 APRIL 2009 between the following Parties:

(1) CAREY AGRI INTERNATIONAL - POLAND SP. Z O.O. a limited liability company organised in Poland, with its registered seat at 66A Bokserska Street, 02-690, Warsaw, Poland (“Carey Agri”);

(2) 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”);

(3) 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 2”); and

(4) 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, George Town, Grand Cayman KY1-1104, Cayman Islands (“Cayman 5”).

RECITALS

(A) Cayman 2 has agreed to issue the Preference Share (as defined below) to Cayman 5;

(B) Cayman 5 has agreed to sell to Carey Agri, and Carey Agri has agreed to buy, the Preference Share;

(C) Carey Agri holds the Loan Notes (as defined below);

(D) Carey Agri has agreed to sell to Cayman 2, and Cayman 2 has agreed to buy, the Loan Notes; and

(E) Cayman 2 has agreed to issue the D2 Shares (as defined below) to Carey Agri,

in each case on the terms, and subject to the conditions, of this Agreement.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 In this Agreement (including the recitals), except where the context otherwise requires, the following words and expressions have the following meanings:

“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 the same Control as such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“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;

2

“Articles”	the articles of association of Cayman 2, in the agreed form attached at Schedule 1 to this Agreement;
“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;
“Carey Agri Account”	the bank account of Carey Agri held at Citibank, N.A., London Branch and established for the purposes of this Agreement, with such details as Carey Agri shall provide to the Parties;
“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 2 Account”	the bank account of Cayman 2 held at Citibank N.A., London Branch and established for the purposes of this Agreement, with such details as Cayman 2 shall provide to the Parties;
“CEDC Common Stock”	$0.01 common stock of CEDC, listed for trading on the NASDAQ Global Select Market under the symbol “CEDC”;
“Consideration Securities”	means the shares of CEDC Common Stock to be issued pursuant to this Agreement;
“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;
“C Shares”	C Ordinary Shares in the capital of Cayman 2 of $1 each, having the rights set out in the Articles;

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“D2 Shares”	100,000,000 D2 Ordinary Shares of $1 each in the capital of Cayman 2, having the rights set out in the Articles;
“D2 Shares Subscription Amount”	a cash amount of $110 million;
“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;
“Equity Documents”	has the meaning given in the Letter of Undertaking;
“Final Discharge Date”	has the meaning given in the Option Agreement;
“First Consideration Instalment”	an amount in cash of $13.5 million;
“First Completion Date”	the date falling three Business Days following the date of this Agreement or such other date as the Parties may otherwise agree;
“Instalments”	the First Consideration Instalment, the Second Consideration Instalment and the Third Consideration Instalment;
“Leading Demand Registration”	has the meaning given in the Registration Rights Agreement;
“Letter of Undertaking”	the letter of undertaking dated the same date as this Agreement, between CEDC, Carey Agri, Lion/Rally Cayman 4, Lion/Rally Cayman 5 and Lion Capital LLP;
“Loan Notes”	the $103,500,000 unsecured exchangeable Loan Notes issued on 8 July 2008 by Lux 3 to Carey Agri pursuant to a loan note instrument dated 8 July 2008 made by and between Lux 3, Lux 1 and Cayman 2 including all PIK Notes issued thereunder;
“Loan Notes Consideration Amount”	an amount in cash equal to $110 million;
“Lux 1”	Lion/Rally Lux 1, company number B139.056, a société anonynme incorporated in Luxembourg with registered offices at 13-15 Avenue de la Liberté, L-M31 Luxembourg;

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“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;
“New Investment”	shall have the meaning set forth in the Option Agreement;
“Option Agreement”	the option agreement relating to shares in Lion/Rally Cayman 6, to be entered into by Lion/Rally Cayman 4, Cayman 5, Lion/Rally Cayman 7 L.P. and CEDC;
“Preference Share”	one Class D2 Preference Share with a nominal value of $1 in the capital of Cayman 2, having the rights set out in the Articles;
“Preference Share Subscription Amount”	$1, in cash;
“Registration Rights Agreement”	has the meaning given in the Option Agreement;
“Second Consideration Instalment”	an amount in cash equal to $17.15 million;
“Second Completion Date”	the date on which any portion of the Share Equivalent of the Second Consideration Instalment is first issued pursuant to Clause 5.2;
“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;
“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 Completion Date”	as the case may be either (i) 14 August 2009, in the event the Third Consideration Instalment is paid in cash pursuant to Clause 5.3, or (ii) the date on which any portion of the Share Equivalent of the Third Consideration Instalment is first issued pursuant to Clause 5.4;
“Third Consideration Instalment”	an amount in cash equal to $4.25 million, provided that if Clause 5.3 applies, the Third Consideration Instalment shall be $5 million;

5

“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; and

“Warrants”

has the meaning given in the Option Agreement.

1.2 In this Agreement:

1.2.1  references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

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  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;

1.2.4  references to “$” or “US$” or “USD” are references to the lawful currency for the time being of the United States of America;

1.2.5  the headings in this Agreement do not affect its construction or interpretation;

1.2.6  references to a statute or a statutory provision are to include references to such statute or provision as amended or re-enacted whether before or after the date of this Agreement (but not any amendment after the date of this Agreement to the extent that its effect would be to increase the liability of any Party under this Agreement) and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement;

1.2.7  references to a “Party” or to the “Parties” are references to a Party or Parties to this Agreement;

1.2.8  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 thereto; and

1.2.9  the singular includes the plural and vice versa and any gender includes any other gender.

2 ADOPTION OF THE ARTICLES

Immediately following the execution of this Agreement, the Parties shall procure that a meeting of the shareholders of Cayman 2 shall take place at which a resolution to: (i) adopt

6

the Articles; and (ii) redesignate the existing 100 Preference Shares in the capital of Cayman 2 as BD Preference Shares having the rights ascribed thereto in the Articles, shall be proposed and passed, following which Cayman 2 shall cause all necessary and appropriate filings to be made in connection therewith.

3 ISSUE OF PREFERENCE SHARE

3.1 Conditionally upon the passing of the resolution for the adoption of the Articles as referred to in Clause 2, Cayman 5 hereby subscribes for the Preference Share.

3.2 Immediately following the closing of the meeting of the shareholders of Cayman 2 at which a resolution to adopt the Articles was proposed and passed as referred to in Clause 2, Cayman 2 shall issue to Cayman 5 the Preference Share, in consideration for which Cayman 5 shall pay to Cayman 2 the Preference Share Subscription Amount.

3.3 Upon receipt of the Preference Share Subscription Amount, Cayman 2 will immediately register Cayman 5 as the fully paid holder of the Preference Share and issue to Cayman 5 a share certificate for the Preference Share.

4 SALE AND PURCHASE OF PREFERENCE SHARE

4.1 Conditionally upon the completion of its subscription of the Preference Share pursuant to Clause 3, Cayman 5 hereby agrees to sell and Carey Agri hereby agrees to buy, with full title guarantee and free from any Encumbrance, the Preference Share with all rights attaching thereto and accruing as of or after the time of its issue.

4.2 In consideration for the transfer of the Preference Share pursuant to Clause 4.1 above:

4.2.1  Carey Agri shall pay the First Consideration Instalment;

4.2.2  CEDC shall issue the Share Equivalent of the Second Consideration Instalment; and

4.2.3  Carey Agri shall, subject to Clause 5.4, pay the Third Consideration Instalment, each in accordance with Clause 5.

5 COMPLETION OF SALE AND PURCHASE OF THE PREFERENCE SHARE

5.1 On the First Completion Date, the following events shall take place in the following order:

5.1.1  Carey Agri shall pay the First Consideration Instalment, in cash in immediately available funds, into such bank account of Cayman 5 as Cayman 5 shall have previously notified in writing to Carey Agri;

5.1.2  upon receipt of the First Consideration Instalment Cayman 5:

(a) shall deliver to Carey Agri a duly executed transfer form in favour of Carey Agri or, if Carey Agri so directs, CEDC, together with the existing share certificate, in each case in respect of the Preference Share; and

(b) shall procure that Cayman 2 shall immediately register CEDC or Carey Agri (as the case may be) as the fully paid holder of the Preference Share and issue to CEDC or Carey Agri (as the case may be) a new share certificate in respect of the Preference Share; and

7

5.2 CEDC shall, in accordance with and subject to the timing and other provisions set out in Clause 6.1, issue the Share Equivalent of the Second Consideration Instalment to Cayman 5.

5.3 Subject to Clause 5.4, on 14 August 2009, Carey Agri shall pay the Third Consideration Instalment, in cash in immediately available funds, into such bank account of Cayman 5 as Cayman 5 shall have previously notified in writing to Carey Agri.

5.4 If Carey Agri is or shall be unable to satisfy in full the Third Consideration Instalment in cash on 14 August 2009 due to limitations imposed by Section 4.4(a) of the indenture dated 25 July 2005 to which Carey Agri and CEDC are parties (without regard to amounts that may be available under the definition of Permitted Investments therein), CEDC shall, in satisfaction of Carey Agri’s obligation to pay the Third Consideration Instalment, in accordance with and subject to the timing and other provisions set out in Clause 6.2, issue the Share Equivalent of the Third Consideration Instalment to Cayman 5.

5.5 If the obligations of the Parties under Clause 5.1 are not complied with in all respects on the First Completion Date, CEDC or Carey Agri (as the case may be) (in the case of a default by Cayman 5, Cayman 4 or Cayman 2) or Cayman 5 (in case of a default by CEDC or Carey Agri) may, without prejudice to any other rights or remedies which it may have:

5.5.1  defer those outstanding obligations due to be performed at the First Completion Date pursuant to Clause 5.1 to a date not more than 20 Business Days after such date (in which case the provisions of this Clause 5.5 will apply to completion as so deferred); and for the avoidance of doubt, such deferral shall not have any effect on the obligations (or the timing of performance of the obligations) due to be performed in respect of the Second Consideration Instalment and the Third Consideration Instalment; or

5.5.2  proceed to completion so far as is practicable; or

5.5.3  waive all or any of the requirements of the other Party at its discretion by means of a notice to that effect in writing served on the other; or

5.5.4  terminate this Agreement.

6 REGISTRATION RIGHTS

6.1 In accordance with the terms and conditions of, and as contemplated by Section 2.2(a) of, the Registration Rights Agreement, CEDC shall file and endeavour to cause a registration statement in connection with a Leading Demand Registration relating to the Share Equivalent of the Second Consideration Instalment to become effective under the Securities Act as promptly as practicable following the date of this Agreement, and shall issue such Share Equivalent on the first Business Day after such registration statement has become effective. However, if such Share Equivalent has not been issued by 14 August 2009, Cayman 5 will be entitled to require CEDC to promptly issue such Share Equivalent and register such Share Equivalent under the Securities Act in accordance with the terms and conditions of the Registration Rights Agreement notwithstanding the preceding sentence.

6.2 In accordance with the terms and conditions of, and as contemplated by Section 2.2(b) of, the Registration Rights Agreement, CEDC shall file and endeavour to cause a registration

8

statement in connection with a Leading Demand Registration relating to the Share Equivalent of the Third Consideration Instalment to become effective under the Securities Act within 10 Business Days following 14 August 2009, and shall issue such Share Equivalent on the first Business Day after such registration statement has become effective. However, if such Share Equivalent has not been issued by 28 August 2009, Cayman 5 will be entitled to require CEDC to promptly issue such Share Equivalent and register such Share Equivalent under the Securities Act in accordance with the terms and conditions of the Registration Rights Agreement notwithstanding the preceding sentence.

7 LIMITATION ON OWNERSHIP

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 Consideration Securities in relation to any Instalment, Cayman 5 and its 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 Consideration Securities as may be issued without breaching the Substantial Shareholder Threshold shall be issued in accordance with Clause 5;

7.1.2  the amount of the relevant Instalment outstanding and not yet paid shall accordingly be reduced by the Cash Equivalent of the Consideration Securities permitted to be issued pursuant to Clause 7.1.1;

7.1.3  after such time as Cayman 5 and its 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 Cayman 5 on the first Business Day after the effectiveness of the registration statement filed in relation to such shares of CEDC Common Stock (in accordance with and as contemplated by Sections 2.2(a) and/or 2.2(b), as the case may be, and Section 2.11 (c) of the Registration Rights Agreement) equal to the lesser of:

(a) the Share Equivalent of all outstanding Instalments that have not been paid 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 Instalment(s) outstanding shall accordingly be reduced by the Cash Equivalent of the Consideration Securities issued pursuant to this Clause 7.1.3 (and if there is more than one relevant Instalment, the reduction shall be applied first to the Second Consideration Instalment); and

7.1.4  Clause 7.1.3 shall continue to be applied until the amount of all outstanding Instalments that have not been paid due to the operation of this Clause 7.1 has been reduced to zero.

7.2 Cayman 5 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.

9

7.3 Notwithstanding anything herein to the contrary, CEDC shall not be obliged to issue any Consideration Shares to the extent that to do so would be a breach of NASDAQ Marketplace Rule 4350(i)(1)(c)(ii).

7.4 If Clause 7.3 prohibits the settlement of the Second Consideration Instalment or the Third Consideration Instalment in full in accordance with Clause 5, then:

7.4.1  such number of Consideration Securities as may be issued without breaching Clause 7.3 shall be issued in accordance with Clause 5;

7.4.2  the amount of the relevant Instalment outstanding and not yet paid shall accordingly be reduced by the Cash Equivalent of the Consideration Securities issued pursuant to Clause 7.4.1;

7.4.3  any Instalment that has not been settled in full due to the operation of Clause 7.3 will be settled by CEDC as soon as reasonably practicable thereafter and in any event within 90 days after the Second Completion Date and/or the Third Completion Date, as the case may be, either in cash, or through the issue of a number of shares of CEDC Common Stock equal to the Share Equivalent of the outstanding Second Consideration Instalment or Third Consideration Amount, as the case may be, or any combination thereof that CEDC may elect that has an aggregate value equal to the outstanding Second Consideration Instalment or Third Consideration Instalment, as the case may be (in each case, subject to registration in accordance with Sections 2.2(a) and/or 2.2(b), as the case may be, and Section 2.11(c) of the Registration Rights Agreement).

8 SALE AND PURCHASE OF LOAN NOTES

8.1 Carey Agri hereby agrees to sell and Cayman 2 hereby agrees to buy, with full title guarantee and free from any Encumbrance, on the First Completion Date, the Loan Notes with all rights attaching thereto as of or after the date of this Agreement.

8.2 The consideration payable by Cayman 2 for the Loan Notes shall be the Loan Notes Consideration Amount, which shall be payable by Cayman 2 in accordance with the provisions of Clause 9.

9 COMPLETION OF SALE AND PURCHASE OF LOAN NOTES AND SUBSCRIPTION FOR SHARES

9.1 On the First Completion Date, the following events shall take place in the following order immediately following the completion of the steps in Clause 5.1:

9.1.1  Cayman 2 shall pay the Loan Notes Consideration Amount, in cash in immediately available funds, into the Carey Agri Account;

9.1.2  immediately upon receipt of the Loan Note Consideration Amount, Carey Agri shall deliver to Cayman 2 a duly executed transfer form in favour of Cayman 2, together with a certificate, in each case in respect of the Loan Notes;

9.1.3  Carey Agri shall apply and subscribe for the D2 Shares and pay the D2 Shares Subscription Amount into the Cayman 2 Account; and

10

9.1.4  immediately upon receipt of the D2 Shares Subscription Amount, Cayman 2 will immediately register Carey Agri as the fully paid holder of the D2 Shares and issue to Carey Agri a share certificate for the D2 Shares.

9.2 If the obligations of the Parties under Clause 9.1 are not complied with in all respects on the First Completion Date, the non-defaulting Party may, without prejudice to any other rights or remedies which it may have:

9.2.1  defer those outstanding obligations due to be performed at the First Completion Date pursuant to Clause 9.1 to a date not more than 20 Business Days after that date, (in which case the provisions of this Clause 9.2 will apply to completion as so deferred); or

9.2.2  proceed to completion so far as is practicable; or

9.2.3  waive all or any of the requirements of the other Party at its discretion by means of a notice to that effect in writing served on the other; or

9.2.4  terminate this Agreement.

10 CEDC GUARANTEE

10.1  CEDC, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to Cayman 5, the payment and performance by Carey Agri, 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.

10.2  This guarantee shall be in addition to and independent of all other security which Cayman 5 may hold from time to time in respect of the discharge and performance by Carey Agri of the Guaranteed Obligations.

10.3  CEDC’s obligations under this Clause 10:

10.3.1  constitute direct, primary and unconditional obligations to pay on demand by Cayman 5 any sum which Carey Agri is liable to pay under this Agreement and to perform on demand any obligation of Carey Agri under this Agreement without requiring Cayman 5 first to take any steps against Carey Agri or any other person; and

10.3.2  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, Carey Agri 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 Carey Agri or any other Person; or

11

(d) any legal limitation, disability or other circumstance relating to Carey Agri or any unenforceability or invalidity of any obligation of Carey Agri under this Agreement.

11 ASSIGNMENT

No Party shall assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the prior consent of the other Parties.

12 FURTHER ASSURANCE

At any time any Party shall do and execute, or procure to be done and executed, all necessary acts, deeds, documents and things as may be reasonably requested of it by any Party hereto to give effect to this Agreement.

13 VARIATION

Any variation of this Agreement must be in writing and signed by each Party or, in the case of a body corporate, a duly authorised officer or representative of such Party.

14 WAIVER

A delay in exercising, or failure to exercise, any right or remedy under this Agreement does not constitute a waiver of such right or other rights or remedies nor shall either operate so as to bar the exercise or enforcement thereof.

15 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties in connection with the subject matter of this Agreement and supersedes any previous agreements and it is agreed that no Party has entered into this Agreement in reliance upon any representation warranty or undertaking which is not expressly set out in this Agreement.

16 RIGHTS OF THIRD PARTIES

A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17 GOVERNING LAW AND JURISDICTION

17.1 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.

17.2 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 17.2 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.

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18 AGENT FOR SERVICE

18.1 Each of Carey Agri and 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 shall be deemed to be effective service on Carey Agri or as the case may be CEDC.

18.2 Each of Cayman 2 and Cayman 5 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 shall be deemed to be effective service on Cayman 2 or Cayman 5, as the case may be.

19 COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument. No counterpart shall be effective until each Party has executed at least one counterpart.

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SCHEDULE 1

ARTICLES OF CAYMAN 2

14

IN WITNESS WHEREOF this Agreement has been duly executed on the date first stated above by:

Executed by Stephen J. Horvath	)
CAREY AGRI INTERNATIONAL	)
- POLAND SP. Z O.O.	)	/s/ Stephen J. Horvath
acting by Attorney-in-Fact	)	Authorised signatory
Executed by Stephen J. Horvath	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ Stephen J. Horvath
acting by Attorney-in-Fact	)	Authorised signatory
Executed by Rob Jones	)
LION/RALLY CAYMAN 2	)	/s/ Rob Jones
acting by Director	)	Authorised signatory
Executed by Rob Jones	)
LION/RALLY CAYMAN 5	)	/s/ Rob Jones
acting by Director	)	Authorised signatory

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EX-2.23

Exhibit 2.23

19 November 2009

(as amended on 2 and 9 December 2009)

OPTION AGREEMENT

relating to certain shares in

LION/RALLY CAYMAN 6

between

LION/RALLY CAYMAN 4

and

LION/RALLY CAYMAN 5

and

LION/RALLY CAYMAN 7 L.P.

and

LION/CAPITAL LLP

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

CAREY AGRI INTERNATIONAL – POLAND SP. Z O.O.

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		4
2	GRANT OF PURCHASE OPTION		10
3	EXERCISE OF THE PURCHASE OPTION		10
4	COMPLETION OF PURCHASE OPTION		11
5	ESCROW AND ADDITIONAL CONSIDERATION		13
6	PUT/CALL		14
7	FINAL PAYMENT DATE AND STOCK ALTERNATIVE		16
8	DEFERRAL OF ISSUE OF SUBSTITUTION STOCK		17
9	ISSUES OF SECURITIES		18
10	PROHIBITED TRANSACTIONS		22
11	FURTHER UNDERTAKINGS		23
12	WARRANTIES		25
13	DEFAULT		27
14	PAYMENTS		27
15	CONFIDENTIALITY AND ANNOUNCEMENTS		27
16	TERMINATION OF COMMITMENT LETTER		28
17	LIABILITY		28
18	ASSIGNMENT		28
19	ENTIRE AGREEMENT		28
20	VARIATION		28
21	WAIVER		29
22	ILLEGALITY AND SEVERANCE		29
23	RIGHTS OF THIRD PARTIES		29
24	COUNTERPARTS		29
25	NOTICES		30
26	JURISDICTION		33
27	GOVERNING LAW		33
28	RESCISSION		33
SCHEDULE 1 CAYMAN 5 PLEDGE			34
SCHEDULE 2 NEW MEMORANDUM AND ARTICLES			35
SCHEDULE 3 ESCROW AGREEMENT			36
SCHEDULE 4 REGISTRATION RIGHTS AGREEMENT			37

THIS AGREEMENT is made on 19 November 2009 and amended on 2 and 9 December 2009 between the following parties:

(1) LION/RALLY CAYMAN 4, a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg with registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg (“Cayman 4”);

(2) LION/RALLY CAYMAN 5, a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg with registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg (“Cayman 5”);

(3) LION/RALLY CAYMAN 7 L.P., a Cayman Exempted Limited Partnership whose registered office 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 Lion/Rally Cayman 8;

(4) LION CAPITAL LLP, a limited liability partnership incorporated in England with Company Number OC308261 whose registered office is at 21 Grosvenor Place, London SW1X 7HF (“Lion Capital”);

(5) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose principal place of business is at ul. Bobrowiecka 6, 00-728 Warszawa, Poland (“CEDC”); and

(6) CAREY AGRI INTERNATIONAL – POLAND SP. Z O.O. a limited liability company organised in Poland, with its registered seat at 66A Bokserska Street, 02-690, Warsaw, Poland (“Carey Agri”).

WHEREAS

(A) Lion/Rally Cayman 6 is 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”).

(B) The Holdcos (as defined below), CEDC and Cayman 7 entered into an option agreement relating to the potential transfer of shares in the Company on 2 October 2009 (the “New Option Agreement”).

(C) Pursuant to the New Option Agreement CEDC issued the Warrants (as defined below) to the Holdcos on 2 October 2009.

(D) The Holdcos are the owners of, and are entitled to transfer the legal and beneficial title to, the Option Shares (as defined below).

(E) The Holdcos have agreed to grant to CEDC the right to purchase the Option Shares on and subject to the terms and conditions of this Agreement.

(F) The Holdcos have agreed to grant to CEDC the right to require the Warrants to be returned to CEDC on and subject to the terms and conditions set out in this Agreement.

(G) The Parties amended the Agreement in respect of certain matters on 2 December 2009.

(H) The Parties have agreed to amend this Agreement in respect of certain matters, effective 8 December 2009.

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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:

“2010 Consideration”	the 2010 Cayman 4 Consideration and the 2010 Cayman 5 Consideration;
“2010 Cayman 4 Consideration”	€22,863,269;
“2010 Cayman 5 Consideration”	$10,689,092;
“2010 Consideration Substitution Right”	has the meaning given in Clause 7.2.1;
“2011 Warrants”	the 1,490,550 warrants over CEDC Common Stock, exercisable on 31 May 2011, issued by CEDC on 2 October 2009;
“2012 Warrants”	the 300,000 warrants over CEDC Common Stock, exercisable on 31 July 2012, issued by CEDC on 2 October 2009;
“2013 Warrants”	the 1,803,813 warrants over CEDC Common Stock, exercisable on 31 May 2013, issued by CEDC on 2 October 2009;
“Additional Consideration”	$2,375,354 payable to Cayman 5; and €5,080,727 payable to Cayman 4;
“Affiliate”	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Antitrust Approvals”	the consent of: (i) the Federal Antimonopoly Service of the Russian Federation; and (ii) the Antimonopoly Committee of Ukraine, for the transactions contemplated by this Agreement (to the extent that such consent is required);
“Approved Jurisdiction”	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;
“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, Luxembourg and the Cayman Islands;
“Call Option”	has the meaning given in Clause 6.1.1;
“Call Option Completion”	has the meaning given in Clause 6.1.3;

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“Call Option Notice”	has the meaning given in Clause 6.1.2;
“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 2”	Lion/Rally Cayman 2;
“Cayman 4 Completion Escrow Amount”	€51,315,337;
“Cayman 5 Completion Escrow Amount”	$23,991,072;
“Cayman 5 Pledge”	the pledge over the Controlling Share to be given by Cayman 5 in the form set out in Schedule 1;
“Cayman 7 Pledge”	the share mortgage dated 2 October 2009 between Cayman 7 and the Holdcos;
“CEDC Common Stock”	$0.01 common stock of CEDC, listed for trading on the NASDAQ Global Select Market under the symbol “CEDC”;
“CEDC Default”	an event of default (howsoever defined) in respect of any debt instrument or facility of CEDC or any of its Affiliates under which more than $40 million is outstanding, which default gives rise to, or would, but for the passage of time, give rise to an acceleration right for the holder of such instrument or lender under such facility;
“Change of Control Date”	the date on which Cayman 5 ceases to Control Cayman 6;
“Coinvestor Option Agreement”	the option agreement made on the date of this Agreement between the Holdcos, the Company, Cayman 7, Lion/Rally Cayman 8, CEDC and Lion Capital;
“Completion”	has the meaning given in Clause 3.3;
“Completion Consideration”	the Completion Payments and the Completion Escrow Amounts;
“Completion Escrow Amounts”	the Cayman 4 Completion Escrow Amount and the Cayman 5 Completion Escrow Amount;
“Completion Payments”	the amounts of: (i) €105,839,852 and $110,206,828 payable to Cayman 4; and (ii) $74,140,838 payable to Cayman 5;

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“Confidential Information”	all and any information (written, oral or electronic): (i) concerning the business, finances, assets or affairs of any of the Parties; (ii) relating to any Party’s processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities and customers, or in relation to any third party for which any Party is responsible or in respect of which any Party has an obligation not to disclose; (iii) relating to any shareholder in any Party or any of their respective Affiliates; and (iv) relating to the contents of this Agreement (or any agreement or arrangement entered into pursuant to or any transaction contemplated by this Agreement);
“Consideration”	the Completion Consideration, the Additional Consideration and the 2010 Consideration;
“Control”	(including, with their correlative meanings, “Controlled by”, “Controlling” and “under common Control with”) 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;
“Controlling Share”	the A Ordinary Share in the capital of the Company held by Cayman 5 following adoption of the New Articles;
“Derivative Transaction”	has the meaning given in Clause 10.1.1(b);
“Encumbrances”	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;

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“Escrow Accounts”	the accounts into which the Completion Escrow Amounts will be paid, as set out in the Escrow Agreement;
“Escrow Agent”	The Law Debenture Trust Corporation PLC;
“Escrow Agreement”	the escrow agreement to be entered into between the Holdcos, CEDC and the Escrow Agent in the form set out in Schedule 3;
“Escrow Release Date”	has the meaning given in Clause 5.2;
“Exchange Act”	the Securities and Exchange Act of 1934, as amended;
“Fee Letter”	has the meaning given in the Escrow Agreement;
“Final Discharge Date”	the date falling on the later of: (i) payment in full of the 2010 Consideration (including, where relevant, the issue of Substitution Stock); and (ii) release of the Completion Escrow Amounts from the Escrow Accounts in accordance with Clause 5;
“Final Payment Date”	1 June 2010 or such earlier date as Cayman 5 may elect in accordance with Clause 7;
“Group”	has the meaning given in the GSA;
“GSA”	the Governance and Shareholders Agreement dated 7 May 2009 and made between the Company, the Holdcos, Cayman 7, Cayman 8 and CEDC;
“Holdcos”	Cayman 4 and Cayman 5;
“Holdco Pledges”	the share mortgages dated 2 October 2009 between: (i) Cayman 4 and Cayman 7; and (ii) Cayman 5 and CEDC;
“Letter of Undertaking”	the letter of undertaking dated 24 April 2009 between the Holdcos, Carey Agri, Lion Capital and CEDC;
“Lion/CEDC Commitment Letter”	the letter headed “Project Rally III: Commitment Letter” dated 12 November 2009 made between the Holdcos, CEDC and Lion Capital;
“Longstop Date”	21 December 2009;
“New Articles”	the new memorandum and articles of association of the Company in the form set out in Schedule 2;

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“New Option Agreement”	has the meaning given in Recital (B);
“Option Price”	$1;
“Option Shares”	(i) 96 Preference Shares in the capital of the Company held by Cayman 5; and (ii) 114,902,854 Ordinary Shares in the capital of the Company held by Cayman 4 as such shares will be reclassified on Completion;
“Original Registration Rights Agreement”	the Registration Rights Agreement between CEDC and the Holdcos dated 7 May 2009, as amended on 1 September 2009 and 30 October 2009;
“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;
“Prohibited Transaction”	has the meaning given in Clause 10.1.1(b);
“Purchase Option”	has the meaning given in Clause 2.1;
“Registration Rights Agreement”	the registration rights agreement to be entered into between the Holdcos and CEDC in the form set out in Schedule 4;
“Required Registration Date”	has the meaning given in the Registration Rights Agreement;
“Rule 144”	Rule 144 of the Securities Act;
“Rule 200”	Rule 200 of Regulation SHO of the Exchange Act;
“Securities Act”	the Securities Act of 1933, as amended;
“Share Equivalent”	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;
“Side Letter”	the side letter between, inter alios, the Holdcos and CEDC relating to various matters concerning the New Option Agreement and the GSA, dated 7 May 2009;

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“Side Letter Amendment Letter”	the letter amending the Side Letter, made between, inter alios, the Holdcos and CEDC, dated 29 June 2009;
“Substitution Amounts”	has the meaning given in Clause 7.2.2;
“Substitution Stock”	has the meaning given in Clause 7.2.4;
“Substitution Stock Put Option Price”	has the meaning given in Clause 7.3.5;
“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;
“Termination Deed”	the deed of termination, in the agreed form, terminating the Transaction Documents to be entered into by the parties to the Transaction Documents;
“Transaction Documents”	(i) the New Option Agreement; (ii) the GSA; (iii) the Original Registration Rights Agreement; (iv) the Letter of Undertaking; (v) the Put Call Agreement between Lion/Rally Cayman 8, Cayman 2 and Carey Agri relating to the voting share in Cayman 2, dated 7 May 2009; (vi) the Side Letter; (vii) the Side Letter Amendment Letter; (viii) the monitoring and oversight agreement dated 8 July 2008 between Pasalba Limited and Lion Capital relating to the appointment of Lion Capital by Pasalba Limited to provide financial oversight and monitoring services to Pasalba Limited and each of its subsidiary undertakings; and (ix) the transaction advisory agreement dated 8 July 2008 between Pasalba Limited and Lion Capital relating to the appointment of Lion Capital by Pasalba Limited to provide financial and advisory services to Pasalba Limited and each of its subsidiary undertakings;
“VWAP”	on the relevant dealing day, 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 dealing day, 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; and

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“Warrants” (i) 670,473 2011 Warrants, 134,945 2012 Warrants, and 811,384 2013 Warrants each issued to Cayman 4; and (ii) 357,952 2011 Warrants, 72,044 2012 Warrants and 433,181 2013 Warrants each issued to Cayman 5.

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 including where redomiciled or otherwise;

1.2.5  a reference to a document is a reference to that document as amended, modified or rescinded and subsequently replaced from time to time in writing by the mutual consent of the parties;

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; and

1.2.8  the singular includes the plural and vice versa and any gender includes any other gender.

2 GRANT OF PURCHASE OPTION

2.1 The Holdcos grant to CEDC the right for CEDC to:

2.1.1  acquire, or cause Carey Agri to acquire, the Option Shares and require the Holdcos to sell the Option Shares to CEDC or Carey Agri; and

2.1.2  require the return of the Warrants to CEDC for cancellation,

for the Consideration (the “Purchase Option”).

2.2 The Purchase Option may be exercised only in respect of both of:

2.2.1  all (but not some) of the Option Shares; and

2.2.2  all (but not some) of the Warrants.

3 EXERCISE OF THE PURCHASE OPTION

3.1 The Purchase Option shall only be exercisable on any Business Day falling during the period from and including 27 November 2009 until and including the Longstop Date.

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3.2 In order to exercise the Purchase Option, CEDC shall notify the Holdcos, in writing, of its exercise of the Purchase Option (the “Exercise Notice”). The service of the Exercise Notice, and thus the exercise of the Purchase Option, shall be irrevocable.

3.3 If the Exercise Notice is validly served, CEDC and the Holdcos shall be obliged to complete the sale and purchase of the Option Shares and delivery of the Warrants (“Completion”).

3.4 Completion shall be on such date as CEDC may in its discretion decide and shall notify the Holdcos in the Exercise Notice, provided that in all cases following service of the Exercise Notice, Completion will occur:

3.4.1  on a Business Day;

3.4.2  not less than one Business Day following service of the Exercise Notice (unless CEDC and the Holdcos otherwise agree in writing); and

3.4.3  not later than 23 December 2009,

provided that Completion shall not occur unless completion of the Coinvestor Option Agreement shall have occurred in accordance with its terms. The Parties acknowledge that completion of the Coinvestor Option Agreement may take place on the same date as Completion.

4 COMPLETION OF PURCHASE OPTION

4.1 Completion shall take place at the offices of Weil, Gotshal & Manges, One South Place, London (or such other place as may be agreed between CEDC and the Holdcos).

4.2 At Completion the Holdcos, Cayman 7 and Lion Capital will deliver or procure the delivery to CEDC of the following:

4.2.1  a copy of a deed of assignment in the agreed form under which Carey Agri assigns $240,300,001 and €23,650,000 limited partnership interests in Cayman 7 to Cayman 2, duly executed by Cayman 2;

4.2.2  a copy of the shareholders’ consent of Cayman 2 resolving to increase the authorised share capital of Cayman 2 from US$281,500,002 to US$556,816,193 by the creation of an additional 275,316,191 C ordinary shares of par value US$1.00 each, duly passed by Lion/Rally Cayman 8;

4.2.3  a copy of the duly passed resolution of Cayman 2 resolving to issue 275,316,191 C ordinary shares of par value US$1.00 each in the capital of Cayman 2 to Carey Agri in exchange for the assignment by Carey Agri of $240,300,001 and €23,650,000 limited partnership interests in Cayman 7;

4.2.4  a copy of the duly passed resolution of Lion/Rally Cayman 8, as general partner of Cayman 7, resolving to terminate, wind up and dissolve Cayman 7;

4.2.5  a copy of the duly passed resolution of Cayman 2 resolving to repurchase US$75,126,027 C ordinary shares in the capital of Cayman 2 held by Carey Agri in consideration for the distribution by Cayman 2 of US$75,126,027 in loan notes issued by Cayman 6 to Cayman 7 (and subsequently distributed to Cayman 2 following the passing of the resolution at Clause 4.2.4) pursuant to instruments executed by Cayman 6 on 15 September 2009, 10 November 2009 and 30 November 2009;

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4.2.6  a copy of the shareholders’ consent of Cayman 6, duly passed by the Holdcos and Cayman 2, resolving to adopt the New Articles and reorganise the share capital of the Company into an A Ordinary Share with voting rights and B Ordinary Shares with no voting rights;

4.2.7  subject to CEDC satisfying its obligations under Clauses 4.4.1 and 4.4.2, duly executed transfers of the Option Shares to CEDC or Carey Agri executed by the Holdcos;

4.2.8  releases in the agreed form between the Holdcos and Cayman 7 releasing with immediate effect the Holdco Pledges, duly executed by the Holdcos and Cayman 7;

4.2.9  a release in the agreed form between the Holdcos and Cayman 7 releasing with immediate effect the Cayman 7 Pledge, duly executed by the Holdcos and Cayman 7;

4.2.10  a release in the agreed form between the Holdcos and Cayman 7 releasing the assignments of loan notes and receivables entered into on 2 October 2009 and 10 November 2009, duly executed by the Holdcos and Cayman 7;

4.2.11  the Cayman 5 Pledge, duly executed by Cayman 5 and the Company;

4.2.12  the Escrow Agreement, duly executed by the Holdcos and the Escrow Agent;

4.2.13  the Registration Rights Agreement, duly executed by the Holdcos;

4.2.14  a copy of the board minutes of the Company’s board of directors at which the transfers of the Option Shares to CEDC or Carey Agri, conditional on Completion, is approved for registration in the Company’s books;

4.2.15  the Termination Deed, duly executed by the Holdcos, Cayman 7, the Company and Lion Capital;

4.2.16  the Warrants; and

4.2.17  a copy of the shareholders’ consents of Cayman 6 and Cayman 2 in the agreed form, duly passed by Cayman 5, Cayman 2 and Cayman 8, resolving: (i) that Cayman 2 repurchase the one A ordinary share in the capital of Cayman 2 held by Cayman 8; and (ii) to merge Cayman 6 and Cayman 2.

4.3 At Completion, but subject to the Holdcos, Cayman 7 and Lion Capital satisfying their obligation under Clause 4.2.4 and CEDC satisfying its obligations under Clause 4.4.1, the Holdcos shall procure that the Company repays to Carey Agri $37 million of loan notes issued by the Company to Cayman 7 (as distributed to Carey Agri) from time to time, payment to be made in Euro to the Account of Carey Agri held with Deutsche Bank AG, London Branch. account no. 0218276 0000 EUR 000 CTA; IBAN: GB72DEUT40508121827601; and SWIFT: DEUTGB2L and Carey Agri undertakes to pay, immediately upon receipt of such funds, and shall instruct its bank to do so, the amount received to the Escrow Accounts towards satisfaction of its obligations under Clause 4.4.2.

4.4 At Completion CEDC shall, or shall procure that Carey Agri shall:

4.4.1  pay the Completion Payments to the Holdcos in cash and in cleared funds;

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4.4.2  pay the Completion Escrow Amounts to the Escrow Accounts in cash and in cleared funds, to be held on the terms of the Escrow Agreement and Clause 5; and

4.4.3  deliver or procure the delivery to the Holdcos of the following:

(a) a copy of a deed of assignment in the agreed form under which Carey Agri assigns $240,300,001 and €23,650,000 limited partnership interests in Cayman 7 to Cayman 2, duly executed by Carey Agri;

(b) a copy of the shareholders’ consent of Cayman 2 resolving to increase the authorised share capital of Cayman 2 from US$281,500,002 to US$556,816,193 by the creation of an additional 275,316,191 C Ordinary shares of par value US$1.00 each, duly passed by Carey Agri;

(c) the Cayman 5 Pledge, duly executed by Carey Agri;

(d) the Escrow Agreement and the Fee Letter, duly executed by CEDC and Carey Agri;

(e) the Registration Rights Agreement, duly executed by CEDC;

(f) the Termination Deed, duly executed by CEDC and Carey Agri;

(g) a letter in the agreed form, duly executed by CEDC acknowledging the return of the Warrants and their subsequent cancellation; and

(h) a copy of the shareholders’ consents of Cayman 6 in the agreed form, duly passed by Carey Agri, resolving to merge Cayman 2 into Cayman 6.

4.5 Subject to Completion having occurred, CEDC shall, or shall procure that Carey Agri shall, on the Final Payment Date, pay:

4.5.1  the 2010 Cayman 4 Consideration to Cayman 4; and

4.5.2  the 2010 Cayman 5 Consideration to Cayman 5,

in each case in cash and in cleared funds.

4.6 If Completion has not occurred on or before 23 December 2009, this Agreement shall automatically terminate or, at the election of the Holdcos, be rescinded.

5 ESCROW AND ADDITIONAL CONSIDERATION

5.1 The Completion Escrow Amounts paid into the Escrow Accounts in accordance with Clause 4.4.2 shall be held in the Escrow Accounts on the terms of the Escrow Agreement and the provisions of this Clause 5.

5.2 CEDC and the Holdcos agree that the Completion Escrow Amounts shall be held in the Escrow Accounts until the earliest to occur of:

5.2.1  1 June 2010;

5.2.2  receipt by CEDC and the Holdcos of the Antitrust Approvals;

5.2.3  a CEDC Default; and

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5.2.4  the Change of Control Date,

(the “Escrow Release Date”).

5.3 Upon the occurrence of any of the events set out in Clauses 5.2.2 to 5.2.4, CEDC shall immediately instruct the Escrow Agent to release the Cayman 4 Completion Escrow Amount to Cayman 4 and the Cayman 5 Completion Escrow Amount to Cayman 5.

5.4 CEDC agrees to pay all fees and costs incurred in relation to the Escrow Accounts and shall, save as a result of a breach of the Escrow Agreement by the Holdcos or fraud by the Holdcos, indemnify the Holdcos against all claims, actions, charges, costs, expenses, demands, damages, liabilities, proceedings or judgments which the Holdcos may suffer or incur or which may be brought against either of them in respect of, or with reference to, the Escrow Accounts, the Escrow Agent or the Escrow Agreement, including (without limitation) in relation to any claim being made by the Escrow Agent over monies in the Escrow Accounts.

5.5 If the amounts released to the Holdcos from the Escrow Accounts are less than the Completion Escrow Amounts, the Holdcos agree between them that each Holdco shall receive from the aggregate amount released from the Escrow Accounts to the Holdcos an amount pro rata to the Completion Escrow Amount payable to such Holdco and will, to the extent necessary to give effect to this Clause 5.5, reimburse the other Holdco. The provisions of this Clause 5.5 shall be without prejudice to the rights of the Holdcos under Clause 5.4.

5.6 Where a Holdco is required to make a payment to the other Holdco (the “Receiving Holdco”) under Clause 5.5, payment shall be made in the same currency as payments to the Receiving Holdco under the Escrow Agreement, and the prevailing exchange rate to be used for the conversion of € into $ or vice versa, as the case may be, shall be the prevailing exchange rate at 5 pm in London on the Business Day immediately prior to such payment being made according to Bloomberg.

5.7 CEDC shall pay the Additional Consideration, in cash and in cleared funds, to the Holdcos on the Escrow Release Date, provided however that if prior to such date the underwriters of CEDC’s offering of 10,250,000 shares of CEDC Stock pursuant to the prospectus supplement issued 18 November 2009 exercise their rights to buy additional shares of CEDC Stock under the over-allotment option granted to them, CEDC shall promptly pay, in cash and in cleared funds, the Additional Consideration into the Escrow Accounts to be held on the terms of the Escrow Agreement and the preceding paragraphs of this Clause 5. For the purposes of the Escrow Agreement and this Clause 5, the Additional Consideration when paid into the Escrow Accounts shall be deemed to form part of the Completion Escrow Amounts.

5.8 If CEDC does not pay the Additional Consideration in accordance with Clause 5.7, interest shall accrue on the Additional Consideration at an annual rate of 16% from the date payment of the Additional Consideration fell due until and including the date that payment of the Additional Consideration is made in full and such accrued interest shall be paid with the payment of the Additional Consideration.

6 PUT/CALL

6.1 Call Option

6.1.1  Cayman 5 hereby grants to CEDC the right to acquire, or to have Carey Agri acquire, the Controlling Share for the Option Price (the “Call Option”).

6.1.2  The Call Option shall only be exercisable by CEDC giving notice irrevocably and in writing to Cayman 5 (a “Call Option Notice”) following the later to occur of:

(a) Completion; and

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(b) receipt by CEDC and the Holdcos of the Antitrust Approvals.

6.1.3  If the Call Option Notice is validly served Cayman 5 and CEDC shall be obliged to complete the sale and purchase of the Controlling Share (the “Call Option Completion”).

6.1.4  The Call Option Completion shall be on such date as CEDC determines in the Call Option Notice, provided that in all cases following service of the Call Option Notice, the Call Option Completion will occur:

(a) on a Business Day; and

(b) not less than 10 Business Days following service of a Call Option Notice.

6.2 Put Option

6.2.1  CEDC hereby grants to Cayman 5 the right to require CEDC to acquire or to cause Carey Agri or any other Person designated by CEDC to acquire the Controlling Share for the Option Price (the “Put Option”).

6.2.2  The Put Option shall only be exercisable by Cayman 5 giving notice irrevocably and in writing to CEDC (a “Put Option Notice”) following the earlier to occur of:

(a) the later to occur of:

(i) Completion; and

(ii) receipt by CEDC and the Holdcos of the Antitrust Approvals; and

(b) the date falling 18 months from Completion.

6.2.3  If the Put Option Notice is validly served Cayman 5 and CEDC shall be obliged to complete the sale and purchase of the Controlling Share (the “Put Option Completion”).

6.2.4  The Put Option Completion shall be on such date as Cayman 5 determines in the Put Option Notice, provided that in all cases following service of the Put Option Notice, the Put Option Completion will occur:

(a) on a Business Day; and

(b) (i) in the case of an exercise following Clause 6.2.2(a), not less than 10 Business Days following service of the Put Option Notice, and (ii) in the case of an exercise following Clause 6.2.2(b), not less than 60 Business Days following exercise of the Put Option Notice.

6.3 Call Option and Put Option Completion

6.3.1  At the Call Option Completion or the Put Option Completion:

(a) CEDC shall pay or procure the payment to Cayman 5 of a sum equal to the Option Price in cash and in cleared funds;

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(b) upon receipt of the sums due, Cayman 5 shall deliver to CEDC or its designated transferee a duly executed share transfer form in favour of CEDC or its designated transferee in respect of the Controlling Share; and

(c) Cayman 5 shall cause the Company to do all such acts (including but not limited to updating its statutory books and commercial registers and issuing a share certificate) and/or execute all such deeds and documents in a form satisfactory to CEDC as it may reasonably require to give effect to completion of the exercise of the Call Option or Put Option pursuant to this Clause.

7 FINAL PAYMENT DATE AND STOCK ALTERNATIVE

7.1 Change to Final Payment Date

7.1.1  Cayman 5 shall have the right to change the Final Payment Date to such date which Cayman 5 may in its discretion elect which is a Business Day between and including 20 April 2010 and 1 June 2010 (the “Final Payment Date Amendment Right”).

7.1.2  The Final Payment Date Amendment Right shall be exercised by Cayman 5 giving written notice to CEDC no later than 13 trading days prior to the date which Cayman 5 elects as the new Final Payment Date, such notice to include the date which Cayman 5 elects as the Final Payment Date.

7.2 Final Payment Date and 2010 Consideration Substitution Right

7.2.1  Subject: (i) to the Change of Control Date having occurred; and (ii) a CEDC Default not having occurred, CEDC shall have the right to require that some or all of the 2010 Consideration shall instead be satisfied through the issue of shares of CEDC Common Stock to the Holdcos (the “2010 Consideration Substitution Right”).

7.2.2  The 2010 Consideration Substitution Right shall be exercised by CEDC giving written notice to the Holdcos, which shall be irrevocable, no later than 11 trading days prior to the Final Payment Date, such notice to include the amounts of the 2010 Cayman 4 Consideration and the 2010 Cayman 5 Consideration to be satisfied through the issue of shares of CEDC Common Stock (the “Substitution Amounts”). Where the 2010 Consideration Substitution Right is exercised in respect of less than all of the 2010 Consideration it shall be exercised pro rata between the 2010 Cayman 4 Consideration and the 2010 Cayman 5 Consideration. The Substitution Amounts relating to the 2010 Cayman 4 Consideration shall be converted from € to $ at the prevailing exchange rate at 5 pm on the Business Day falling immediately prior to the issue of the relevant shares of CEDC Stock, according to Bloomberg.

7.2.3  If CEDC exercises the 2010 Consideration Substitution Right in accordance with Clause 7.2.2, CEDC shall issue shares of CEDC Common Stock to the Holdcos on the Required Registration Date (or on the date to which the Required Registration Date is deferred in accordance with Section 2.1 of the Registration Rights Agreement).

7.2.4  The number of shares of CEDC Common Stock to be issued to each Holdco following exercise of the 2010 Consideration Substitution Right (the “Substitution Stock”) shall be equal to the Share Equivalent of the relevant Substitution Amount (in respect of the Holdcos in aggregate, the “Stock Settlement Amount”).

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7.2.5  If the Stock Settlement Amount exceeds the maximum number of shares of CEDC Common Stock that could be issued in compliance with NASDAQ Listing Rule 5635(a)(1) (the “Share Maximum”), the Stock Settlement Amount shall be reduced to the Share Maximum. The Cash Equivalent of the difference between the Stock Settlement Amount and the Share Maximum shall be payable to the Holdcos in cash in cleared funds on the later of 1 June 2010 and the date on which the Substitution Stock is issued. Any adjustments made pursuant to this Clause 7.2.5 shall be applied pro rata between the Holdcos based on their respective entitlements to the Stock Settlement Amount.

7.2.6  Following the issue of Substitution Stock in full satisfaction of the exercise of a 2010 Consideration Substitution Right, the 2010 Cayman 4 Consideration and the Cayman 2010 Cayman 5 Consideration shall each be reduced by the relevant Substitution Amounts.

7.2.7  All shares of CEDC Common Stock issued under this Agreement 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.

7.3 Substitution Stock Put Option

7.3.1  CEDC hereby grants to the Holdcos the right to require CEDC to acquire all but not some of the Substitution Stock at the Substitution Stock Put Option Price (the “Substitution Stock Put Option”).

7.3.2  If the Substitution Stock has not been registered within three dealing days after the Required Registration Date (or the date to which the Required Registration Date is deferred in accordance with Section 2.1 of the Registration Rights Agreement), the Substitution Stock Put Option shall be exercisable by the Holdcos at any time thereafter by serving written notice on CEDC.

7.3.3  If the Substitution Stock Put Option is exercised in accordance with Clause 7.3.2, CEDC and the Holdcos shall be obliged to complete the sale and purchase of the Substitution Stock within 60 days of the issue of the Substitution Stock (the “Substitution Stock Put Option Completion”).

7.3.4  At the Substitution Stock Put Option Completion CEDC shall pay to the Holdcos a sum equal to the Substitution Stock Put Option Price in cash and in cleared funds.

7.3.5  For the purposes of this Clause 7.3 the Substitution Stock Put Option Price shall be equal to the Cash Equivalent of the Substitution Stock, together with interest accrued on such amount at an annualised rate of 16% from the date on which the Holdcos exercise the Substitution Stock Put Option until the Substitution Stock Put Option Completion.

8 DEFERRAL OF ISSUE OF SUBSTITUTION STOCK

8.1 Notwithstanding anything herein to the contrary, in order to ensure compliance with NASDAQ Listing Rule 5635(a)(2), if, immediately following the issuance of any Substitution Stock, 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:

8.1.1  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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8.1.2  the amount of the 2010 Consideration 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 8.1.1 and Clause 7.2.6 shall not apply;

8.1.3  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 on the same day that the registration statement filed in relation to such shares of CEDC Common Stock becomes effective as contemplated by Section 2.8 of the Registration Rights Agreement) equal to the lesser of:

(a) the Share Equivalent of all outstanding 2010 Consideration that has not been paid due to the operation of this Clause 8.1; and

(b) the maximum number of shares of CEDC Common Stock that may be issued without breaching the Substantial Shareholder Threshold,

and the relevant 2010 Consideration outstanding shall accordingly be reduced by the Cash Equivalent of the shares of CEDC Common Stock issued pursuant to Clause 8.1.3(a);

8.1.4  Clause 8.1.3 shall continue to be applied until the amount of all 2010 Consideration that has not been paid due to the operation of this Clause 8.1, has been reduced to zero; and

8.1.5  Any shares of CEDC Common Stock issued pursuant to this Clause 8.1 shall constitute an additional issuance of Substitution Stock for the purposes of this Agreement and shall be subject to the provisions of Clause 7.3.

8.2 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 8.1.

9 ISSUES OF SECURITIES

9.1 Each of the Holdcos warrants, represents and undertakes to CEDC:

9.1.1  it is an “accredited investor” within the definition of such term set out in Rule 501(a) of Regulation D under the Securities Act;

9.1.2  it is acquiring the Substitution Stock for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act;

9.1.3  it understands, acknowledges and agrees that:

(a) on delivery, the Substitution Stock will not have been registered under the Securities Act;

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(b) the delivery of Substitution Stock is intended as a transaction qualifying under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder;

(c) the Substitution Stock may not be transferred or resold except pursuant to:

(i) an effective registration statement under the Securities Act covering such proposed transfer or resale and where such transfer or resale is made in accordance with such registration statement; or

(ii) (1) a transfer or resale that is eligible under Rule 144 and is made pursuant thereto; or (2) a transaction exempt from registration under the Securities Act; and which, in each case, is otherwise made in accordance with applicable securities laws and does not adversely affect CEDC’s ability to issue the Substitution Stock through an exemption from registration under the Securities Act, and:

(A) in the event of a proposed transfer or resale pursuant to this Clause 9.1.3(c)(ii) the transferor/seller provides: (1) written notice to CEDC of its intention to transfer or resell any shares of CEDC Common Stock, including a reasonably detailed statement of the circumstances surrounding the proposed transfer or resale, no later than five Business Days prior to effecting such transfer or resale; and (2) CEDC with a legal opinion from independent, internationally recognised legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to CEDC and shall state that such transfer or resale is eligible under Rule 144 or is made in a transaction exempt from registration under the Securities Act and, in each case, 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 or resale made pursuant to Rule 144, the transferor/seller may provide such notice and legal opinion in respect of all of the transfers or resales proposed to be made within the six (6) month period following the date of such notice and legal opinion; and

(B) only with respect to any proposed transfer or resale of any CEDC Common Stock made pursuant to this Clause 9.1.3(c)(ii), the transferor and the transferee in any such transfer or resale as a condition precedent thereto shall have provided to CEDC such factual representations, warranties and undertakings as CEDC may reasonably request to ensure that such sale, transfer or disposition does not adversely affect CEDC’s ability to issue the Substitution Stock through an exemption from registration under the Securities Act);

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(d) the Substitution Stock will be endorsed 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.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER MATTERS AS SET OUT IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED [•], 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;

(e) Notwithstanding Clause 9.1.3(d) above, CEDC agrees that, upon request of the relevant Holdco, and receipt of appropriate instructions for delivery of shares in book-entry form, the Substitution Stock shall not be issued in physical form or bear a legend solely because such Holdco has advised CEDC that it will sell such shares in a transaction that is registered under the Securities Act pursuant to a registration statement. If the relevant Holdco determines that it will not sell all shares held by it pursuant to a registration statement, it shall cooperate with CEDC to enable CEDC to issue such shares of Substitution Stock in certificated physical form, with legends, as provided for in Clause 9.1.3(d). Each Holdco shall not sell any Substitution Stock except in compliance with the requirements of the Securities Act, which requirements include the prospectus delivery requirements, and in compliance with the legends set forth in Clause 9.1.3(d) above as if such legends were set forth on a physical certificate representing such shares;

9.1.4  it did not learn of the investment in the Substitution Stock by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio; or (ii) any seminar or meeting to which the Holdcos were invited by any of the foregoing means of communications;

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9.1.5  it has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby, and understands that the purchase of the Substitution Stock involves substantial risk;

9.1.6  it has had an opportunity to receive all additional information related to CEDC requested by it and to ask questions of and receive answers from CEDC regarding the terms and conditions of the issuance and sale of the Substitution Stock and the business, properties, prospects and financial condition of CEDC and to obtain any additional information requested and has received and considered all information it deems relevant to make an informed decision to purchase the Substitution Stock; and

9.1.7  it acknowledges that CEDC is relying on the representations, warranties and agreements contained in this Clause 9.1 in delivering the Substitution Stock to the Holdcos and would not engage in such transaction in the absence of the representations, warranties and agreements contained herein. Each Holdco further acknowledges and agrees that any obligation of CEDC herein to deliver the Substitution Stock to the Holdcos is conditioned upon the accuracy of the representations, warranties and agreements in this Clause 9.1 and each Holdco agrees to notify CEDC promptly in writing if any representation or warranty in this Clause 9.1 ceases to be accurate and complete.

9.2 The Holdcos and Lion Capital agree and undertake to CEDC:

9.2.1  that at any time between Completion and the Change of Control Date no Affiliate of Lion Capital will acquire Control of any business whose principal operations are the wholesale production and/or distribution of spirits in the Russian Federation without the prior written consent of CEDC; provided always that nothing in this paragraph 9.2.1 shall prevent the acquisition of any non-Russian business that has operations in Russia, where such Russian operations do not represent the majority of that group’s activities;

9.2.2  that at any time between Completion and the Final Discharge Date, no Affiliate of Lion Capital will:

(a) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any shares of CEDC Common Stock (except as contemplated herein);

(b) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules promulgated under the Exchange Act) or consents to vote, or seek to advise or influence any Person with respect to the voting of, any shares of CEDC Common Stock;

(c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding or disposing of any shares of CEDC Common Stock;

(d) otherwise act, alone or in concert with others, to seek to control or change the management, board of directors, governing instruments, policies or affairs of CEDC;

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(e) disclose any intention, plan or arrangement inconsistent with the foregoing; or

(f) advise, assist or encourage any other Person in connection with any of the foregoing.

9.3 Lion Capital agrees and undertakes to CEDC to maintain Control of the Holdcos at all times between Completion and the Final Discharge Date.

9.4 Lion Capital and the Holdcos agree to be jointly and severally liable for breaches of the undertakings given by each of them in this Clause 9.

10 PROHIBITED TRANSACTIONS

10.1  Each of the Holdcos and Lion Capital:

10.1.1  agrees that between Completion and 31 December 2009, it shall not, and shall cause its Affiliates not to:

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

(i) immediately following the execution of such short sale, the Holdcos, Lion Capital and their Affiliates (considered as a group) would not hold a “net short” position with respect to shares of CEDC 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 CEDC Common Stock such Person or Persons is or are bound to deliver to another Person (in respect of which such Person or Persons have borrowed shares of CEDC Common Stock) exceeds the number of shares of CEDC 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 Holdcos or Lion Capital and their Affiliates may dispose of Substitution Stock or facilitating a timely and orderly distribution of such Substitution 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 Clause 10; or

(b) without the prior written consent of CEDC, 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 the Substitution Stock or with respect to any other security that includes, relates to or derives any significant part of its value from, CEDC Common Stock (each, a “Derivative Transaction”); provided that CEDC shall act in a

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commercially reasonable manner in determining whether to grant such consent; provided further that no such consent shall be required where (A) 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 Holdcos and their Affiliates will dispose of any Substitution Stock, or (y) facilitating a timely and orderly distribution of any Substitution Stock; and (B) such transaction is in compliance with applicable law and is not a transaction or series of transactions intended to evade the prohibitions of this Clause 10, (each transaction prohibited by paragraph 10.1.1, a “Prohibited Transaction”); and

10.1.2  represents that as of the date hereof neither it, nor any of its Affiliates, has or is engaged, directly or indirectly, in a Prohibited Transaction.

11 FURTHER UNDERTAKINGS

11.1  CEDC undertakes to pay, conditional upon Completion having occurred, all reasonably incurred legal, tax and other advisory fees incurred by Lion Capital and any of its Affiliates in relation to this Agreement, the Coinvestor Option Agreement and the Lion/CEDC Commitment Letter, and any of the transactions contemplated by them or arising therefrom, which are incurred during the period from Completion until the Final Discharge Date.

11.2  CEDC undertakes to use its reasonable best endeavours to obtain the Antitrust Approvals as promptly as possible following Completion.

11.3  Conditional upon Completion having occurred Cayman 5 undertakes, during the period between Completion and the Change of Control Date:

11.3.1  to operate the Group in the ordinary course of business, consistent with the manner of its operation at Completion; provided, however, that without limiting the foregoing, the Budget (as defined in the GSA) for the Group 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 CEDC’s consent (such consent not to be unreasonably withheld or delayed);

11.3.2  to provide such support and information, and procure that the Group provides such support and information, as CEDC may reasonably request in connection with: (i) CEDC’s applications for the Antitrust Approvals; and (ii) any litigation, arbitration or other proceedings or claims relating to the Group, including but not limited to any tax claims or other claims against Cirey Holdings Inc or its Affiliates under the Original Sale Agreement (as defined in the New Option Agreement) (and, for the avoidance of doubt, no such proceeding or claim may be paid or settled without the consent of CEDC, such consent not to be unreasonably withheld or delayed);

11.3.3  to the extent permitted by law, to reorganise the corporate or capital structure of the Group as CEDC may reasonably direct;

11.3.4  to the extent permitted by law, to cause the Group to pay such dividends and make distributions from time to time as CEDC may reasonably direct;

11.3.5  to conduct or support the conduct of a process for a sale to a third party or initial public offering of the Group, or part thereof, at the request of CEDC; provided that such process and the terms and conditions of any such sale or public offering shall be conducted in such manner and on such terms as CEDC shall determine;

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11.3.6  not to transfer the Controlling Share without the express prior consent of CEDC other than pursuant to the Call Option or Put Option;

11.3.7  to promptly provide to CEDC all information that CEDC may reasonably request in relation to the operations, performance and condition of the Group, including all information specified in paragraph 9 of schedule 2 to the GSA;

11.3.8  to procure that no member of the Group enters into a Related Party Transaction (as defined in the GSA) with Cayman 5 or any of its Affiliates, or any other transaction with Lion Capital or any member thereof or any Person affiliated with, or otherwise connected to Lion Capital or any member thereof, without the express prior consent of CEDC (the “Related Party Restriction”);

11.3.9  to facilitate a refinancing, repayment or restructuring of the Group’s external and internal indebtedness, including, to the extent directed by CEDC, the repurchase or repayment of any vendor loan notes and the settlement of any intra-Group liabilities, and the release or creation of any security in connection with such matters; and

11.3.10  to hold meetings of the Operating Board (as defined in the GSA) not less than quarterly and on dates to be agreed between CEDC and Cayman 5, and to constitute the membership of the Operating Board and the boards of each Group company and conduct their proceedings in a manner consistent with paragraphs 1.1 to 1.6, inclusive, of schedule 3 to the GSA, provided that: (i) Carey Agri will be entitled to exercise the appointment rights for both Carey Agri and CEDC; and (ii) any Person nominated to the Operating Board by Kylemore International Invest Corp shall be treated as a Carey Agri appointment,

provided that: (a) sufficient cash (starting from $20 million at Completion, and reducing over time as payments are made) is retained at all times in Lion/Rally Lux 3 to settle Management Incentive Payments (as defined below); and (b) CEDC shall not be entitled to require Cayman 5 to act, or otherwise exercise any rights under the preceding paragraphs of this Clause 11.3 if such requirement or exercise would: (i) constitute, or be reasonably likely to cause, a breach of any applicable law by CEDC, Cayman 5 or any of their respective Affiliates; (ii) breach any contract or other arrangement to which any member of the Group is a party; (iii) require a course of action which, in the reasonable opinion of Cayman 5, would be materially detrimental to the reputation of Lion Capital or any of its Affiliates; (iv) give rise to any material actual or potential liability on the part of Cayman 5 or its Affiliates; or (v) give rise to any costs for the account of Cayman 5 or its Affiliates, unless CEDC commits in advance to Cayman 5 to promptly reimburse Cayman 5 for such costs after they are incurred;

provided further that Cayman 5 will in all circumstances be permitted to cause any member of the Group to carry out the following actions during the period between Completion and the Change of Control Date without the prior consent of, but with prior notice to, CEDC:

11.3.11  to pay to Lion Capital or its Affiliates a monitoring and oversight fee of $100,000 (in aggregate) plus VAT per month (or part thereof) for the period from the six-month anniversary of Completion to the Change of Control Date;

11.3.12  to reimburse to Lion Capital or its Affiliates any out of pocket expenses incurred by Lion Capital and its Affiliates in monitoring and overseeing the activities of the Group and performing its obligations under this Agreement for the period from Completion to the Change of Control Date;

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11.3.13  to pay or commit to pay to such senior managers, directors and advisors to the Group (or their affiliates) as Cayman 5 may determine in its sole discretion, incentive payments in addition to their normal base salaries and bonuses (“Management Incentive Payments”), up to a maximum aggregate payment of: (i) $20 million; plus (ii) the amount of any Management Incentive Payments paid or to be paid to that manager of the Group referred to in the Side Letter Amendment Letter or his affiliates in relation to the assets of the Group which constitute the “Bravo Premium” long drinks business. The Management Incentive Payments may be structured as contractual remuneration or, in the case of payments made before the Change of Control Date, the issue and subsequent redemption or repurchase of shares in Lion/Rally Cayman 3, at Cayman 5’s discretion, having first consulted with CEDC; and

11.3.14  to take such other actions as it may consider reasonably necessary in order to enable the relevant member of the Group to make the payments referred to above.

11.4  The Holdcos shall be jointly and severally liable for any breaches of the Related Party Restriction.

11.5  Subject to Clause 11.4, Cayman 5 shall only be subject to the equitable remedies of injunction and specific performance with respect to any breach by it of the undertakings given by it in this Clause 11.

12 WARRANTIES

12.1  CEDC warrants to each Holdco that:

12.1.1  the Substitution Stock to be issued to such Holdco has been duly authorised by CEDC and, when issued and delivered and paid for as provided herein, will be duly and validly issued, fully paid and non-assessable and free from Encumbrances;

12.1.2  the Substitution Stock will be entitled to the rights set out in the Registration Rights Agreement;

12.1.3  as of their respective dates, all of the reports, schedules, forms, statements and other documents required to be filed by CEDC since 31 December 2007 with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Exchange Act (all such reports, schedules, forms, statements and other documents filed between 31 December 2007 and the date of this Agreement being referred to collectively as the “SEC Reports”) complied in all material respects with the requirements of the Exchange Act applicable to the SEC Reports, and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

12.1.4  assuming the accuracy of the representations and warranties of the Holdcos in Clause 9.1 hereof, the issuance and delivery of the Substitution Stock will be made in compliance with the Securities Act.

12.2  CEDC indemnifies, holds harmless and shall reimburse each Holdco, each of the directors, officers, employees, managers, stockholders, partners, members, counsel, agents or representatives of such Holdco and its Affiliates and each Person who controls any such Person, if any (collectively, “Indemnified Parties”), against any losses, claims, damages or

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liabilities, joint or several, to which such Holdco or any such Person may become subject (collectively, “Losses”), resulting from, arising out of or relating to any breach of any representation or warranty set out in Clause 12.1, and shall reimburse such Indemnified Parties, 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. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of either Holdco and shall survive the transfer of any Substitution Stock by either of the Holdcos.

12.3  The Holdcos warrant to CEDC that:

12.3.1  as of the date of this Agreement, the Holdcos are the sole legal and beneficial holders of the Option Shares and the Warrants which are, save for the Holdco Pledges in respect of the Option Shares, free from Encumbrances;

12.3.2  as at the date of Completion, the Holdcos will be the sole legal and beneficial holders of the Option Shares and the Warrants which will, save for the Holdco Pledges in respect of the Option Shares, be free from Encumbrances; and

12.3.3  as of the date of this Agreement, the Holdcos do not own any shares of CEDC Common Stock.

12.4  Each Party warrants to the other Parties that:

12.4.1  it has the power and authority required, and has obtained or satisfied all corporate approvals or other conditions necessary, to enter into this Agreement and each of the other agreements to be entered into by it pursuant to, or otherwise in connection with, this Agreement, and to perform fully its obligations under this Agreement and such other agreements in accordance with their respective terms; and

12.4.2  the entry into, and the implementation of the transactions contemplated by, this Agreement and each of the other agreements to be entered into by the Parties pursuant to, or otherwise in connection with, this Agreement will not result in:

(a) a violation or breach of any provision of the memorandum and articles of association or equivalent constitutional documents of such Party;

(b) a breach of, or give rise to a default under, any contract or other instrument to which such Party is a party or by which it is bound;

(c) a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to such Party or any of its assets; or

(d) a requirement for such Party to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement on a basis which is both unconditional and cannot be revoked; and

12.4.3  this Agreement and each of the other agreements to be entered into by the Parties pursuant to, or otherwise in connection with, this Agreement constitute valid and legally binding obligations of the Parties enforceable in accordance with their respective terms.

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13 DEFAULT

13.1  If a CEDC Default occurs after Completion but prior to 1 June 2010, the 2010 Consideration shall become immediately payable in full in cash and in cleared funds, and CEDC shall not be entitled to exercise the 2010 Consideration Substitution Right and any prior exercise of such right shall be void.

13.2  CEDC undertakes to inform the Holdcos of any occurrence of a CEDC Default after the date of this Agreement within one Business Day of such CEDC Default occurring.

13.3  If the 2010 Consideration is not paid in full when due, the amount of the 2010 Consideration outstanding shall accrue interest at an annualised rate of 16% from the date on which it was due until the date such amount is received by the relevant Holdco in cash and in cleared funds.

14 PAYMENTS

14.1  Unless expressly provided otherwise, where any payment is required under the terms of this Agreement to be made by CEDC to the Holdcos, such payment shall be made to the accounts of the Holdcos as notified to CEDC by the Holdcos, and payment of the relevant amount so made shall constitute a good and absolute discharge CEDC of the relevant obligation, and CEDC shall not be concerned to see to the application of such funds thereafter.

15 CONFIDENTIALITY AND ANNOUNCEMENTS

15.1  Each Party will keep and treat as strictly confidential and not at any time disclose or make known in any way to any Person who is not a Party or use for a purpose other than the performance of its obligations under this Agreement any Confidential Information which it may possess or which has or may come within its knowledge before or after the date of this Agreement relating to or connected with or arising out of this Agreement or the business, customers, activities or affairs of any other Party or, through any failure to exercise all due care, cause any unauthorised disclosure of any Confidential Information, and will make every effort to prevent the use or disclosure of such information, except that these restrictions do not apply to the disclosure of Confidential Information if and only to the extent that (and in relation to CEDC, subject always to the provisions of Clause 15.2):

15.1.1  disclosure is required by law or for the purpose of any judicial proceedings or by any regulatory authority, government body or recognised securities exchange, provided that the other Parties shall, save where giving notice to such other Parties is prohibited by law, be given as much notice of such disclosure as is reasonably practicable and shall have consideration afforded to their reasonable requests in relation to the contents of such disclosure;

15.1.2  the information is or becomes generally available to the public other than as a result of a breach of any undertaking or duty of confidentiality by any Person;

15.1.3  the information is disclosed on a strictly confidential basis by a Party to its agents, advisers, auditors, bankers or shareholders for the purposes of its business;

15.1.4  disclosure is by a Party to its Affiliates; or

15.1.5  each of the other Parties has given its prior written consent to the contents and the manner of the disclosure.

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15.2  The Parties acknowledge that this Agreement and any other documents agreed with CEDC in relation hereto shall be publicly disclosed by CEDC, and shall be shared with CEDC’s underwriters and included in the offering material for any equity or debt capital raising conducted by CEDC.

15.3  Each Party shall inform any officer, employee or agent or auditor, banker or shareholder or any professional or other adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and should not be disclosed to any third party (other than to those to whom it has already been disclosed in accordance with the terms of this Agreement). The disclosing Party is responsible for any breach of this Clause 15 by the Person to whom the Confidential Information is disclosed.

16 TERMINATION OF COMMITMENT LETTER

16.1  The Holdcos, CEDC and Lion Capital each acknowledge and agree that the Lion/CEDC Commitment Letter shall cease to be of any effect and shall be terminated from the date of this Agreement.

17 LIABILITY

17.1  Save where expressly provided in this Agreement to the contrary (and then only to the extent therein provided) the liability of the Holdcos under this Agreement shall be several only and not joint.

17.2  Lion Capital shall have no liability under this Agreement save, and only with respect to, its obligations under Clauses 9, 10, 12, 15 and 16, and in each case only to the extent set out therein.

17.3  Notwithstanding any provision of this Agreement to the contrary, it is agreed and acknowledged that Lion Capital shall only be subject to the equitable remedies of injunction and specific performance in the event of a breach of any of the provisions of this Agreement and shall not be liable for money damages or money damages in lieu of equitable remedies.

18 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.

19 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, exclude 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 19 shall exclude a Party from liability for fraudulent misrepresentation.

20 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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21 WAIVER

21.1  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 it 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.

21.2  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.

21.3  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

22 ILLEGALITY AND SEVERANCE

22.1  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.

22.2  If a provision of this Agreement is, or but for this Clause 22 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.

22.3  If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 22.2 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.

23 RIGHTS OF THIRD PARTIES

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.

24 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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25 NOTICES

25.1  A notice or other communication under or in connection with this Agreement shall be in writing, in English and delivered by hand or sent by pre-paid post (or pre-paid air mail if the countries in which the sender’s and the recipient’s addresses are located for the purposes of this Clause are different) or by fax or by attachment to an email as a scan or copy of a notice, in machine readable and printable format (e.g. in .pdf., .tif., or .jpg. format) (although, for the avoidance of doubt, writing on the screen of a visual display unit, including by e-mail without attachment, shall not constitute proper written notice).

25.2  The Parties’ addresses and fax numbers for the purposes of this Agreement are:

25.2.1  In the case of Cayman 4 and Cayman 5:

c/o ATC Corporate Services (Luxembourg) S.A.

13-15 Avenue de la Liberté

L-1931 Luxembourg

For the attention of: Richard Brekelmans

Fax number:: +352 268 901 69

Email address: richard.brekelmans@atcgroup.com

with courtesy copies (which shall not constitute notice) 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

Email addresses: ferran@lioncapital.com/cocker@lioncapital.com

and 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

Email addresses: michael.francies@weil.com/ian.hamilton@weil.com

25.2.2  In the case of Cayman 6, Cayman 7 and Cayman 8:

c/o Stuarts Corporate Services Ltd

PO Box 2510

George Town

Grand Cayman

KY1-1104

Cayman Islands

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For the attention of: Chris Humphries

Fax number: +1 345 949 2888

Email address: chris.humphries@stuartslaw.com

with courtesy copies (which shall not constitute notice) 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

Email addresses: ferran@lioncapital.com/cocker@lioncapital.com

and 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

Email addresses: michael.francies@weil.com/ian.hamilton@weil.com

25.2.3  In the case of Lion Capital:

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

Email addresses: ferran@lioncapital.com/cocker@lioncapital.com

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

Email addresses: michael.francies@weil.com/ian.hamilton@weil.com

25.2.4  In the case of CEDC or Carey Agri:

CEDC Warsaw

ul. Bobrowiecka 6

00-728 Warszawa

Poland

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For the attention of: Bill Carey

Fax number: +48 22 455 1810

Email address: board.assistant@cedc.com.pl

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: Stephen J. Horvath

Fax number: +44 20 7444 7356

Email address: shorvath@dl.com

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 Clauses 25.1 and 25.3.

25.3  In the absence of evidence of earlier receipt, and except as provided in Clause 25.4, a notice or other communication is deemed given:

25.3.1  if delivered by hand, at the time of delivery;

25.3.2  if sent by post (other than air mail), at 9.30 am on the second Business Day after its posting;

25.3.3  if sent by air-mail, at 9.30 am on the fifth Business Day after its posting;

25.3.4  if sent by fax, at the time of its transmission; or

25.3.5  if sent by an attachment to an email, on receipt by the sender of an email from the addressee confirming receipt of the notice.

25.4  If a notice or other communication is delivered by hand or sent by fax on a day which is not a Business Day or after 5.30 pm a Business Day, the notice or communication shall be deemed to have been given at 9.30 am on the next following Business Day.

25.5  In this Clause, a reference to time is to local time in the country of the recipient of the notice or communication.

25.6  The provisions of this Clause shall not apply in relation to the service of Service Documents, where “Service Document” means a claim form, order or judgment issued out of the courts of England and Wales or any document relating to or in connection with any proceedings.

25.7  CEDC and Carey Agri each irrevocably authorises and appoints Dewey & LeBoeuf of No. 1 Minster Court, Mincing Lane, London EC3R 7YL, United Kingdom (for the attention of Stephen J. Horvath) 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 25 shall be deemed to be effective service on CEDC and/or Carey Agri, as the case may be.

25.8  Each of Cayman 4, Cayman 5, Cayman 6 and Cayman 7 irrevocably authorises and appoints Lion Capital 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 25 shall be deemed to be effective service on Cayman 4, Cayman 5, Cayman 6 or Cayman 7, as the case may be.

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26 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 26 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.

27 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.

28 RESCISSION

If Completion has not occurred by and including 22 December 2009 the amendments incorporated into this Agreement on 8 December shall be automatically rescinded to the extent that any obligation or right has not been performed or enforced and this Agreement as amended on 2 December 2009 shall continue in full force and effect.

THIS AGREEMENT IS EXECUTED ON THE DATE SHOWN ON PAGE 1 ABOVE.

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SCHEDULE 1

CAYMAN 5 PLEDGE

34

SCHEDULE 2

NEW MEMORANDUM AND ARTICLES

35

SCHEDULE 3

ESCROW AGREEMENT

36

SCHEDULE 4

REGISTRATION RIGHTS AGREEMENT

37

Signed by	)	/s/ James Cocker
for and on behalf of	)	Manager A
LION/RALLY CAYMAN 4	)
	)	/s/ Johan Dejans
		Manager B
Signed by	)	/s/ James Cocker
for and on behalf of	)	Manager A
LION/RALLY CAYMAN 5	)
	)	/s/ Johan Dejans
		Manager B
Signed by	)
for and on behalf of	)
LION/RALLY CAYMAN 8	)
acting as general partner of	)
LION/RALLY CAYMAN 7 L.P.	)	/s/ Rob Jones
	)	Director
Signed by	)
for and on behalf of	)
LION CAPITAL LLP	)	/s/ Janet M. Dunlop
	)	Member
Signed by	)
for and on behalf of	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ William V. Carey
)
Signed by	)
for and on behalf of	)
CAREY AGRI INTERNATIONAL	)	/s/ William V. Carey
– POLAND SP. Z O.O.	)
)

38

EX-4.25

Exhibit 4.25

REGISTRATION RIGHTS AGREEMENT

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

WHEREAS, on the date hereof, the Company is entitled to issue to the Shareholders a number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) pursuant to the Option Agreement, dated November 19, 2009, among Cayman 4, Cayman 5, Lion/Rally Cayman 6, Lion/Rally Cayman 7 L.P., Lion Capital LLP and the Company (the “Option Agreement”).

WHEREAS, the number of shares of Common Stock to be issued to the Shareholders shall be such number as has been determined to be the Stock Settlement Amount (as defined in the Option Agreement);

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:

“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.

“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.

“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,” “Controlled by” and “under common Control with” shall be construed accordingly.

“Deferred Shares” has the meaning set forth in Section 2.8(a).

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

“Losses” has the meaning set forth in Section 5.1.

“Misstatement/Omission” has the meaning set forth in Section 5.1.

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

“Owned Shares” has the meaning set forth in Section 2.7.

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

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

“Registrable Securities” means (i) the shares of Common Stock to be issued to the Shareholders comprising the Stock Settlement Amount, (ii) any Common Stock issued (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued) as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Common Stock referred to in clause (i) above, and (iii) any Common Stock issued by way of a stock split of the Common Stock referred to in clauses (i) or (ii) above. Shares of Common Stock shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such shares of Common Stock shall have become effective under the Securities Act pursuant to 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 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 8.1, 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 8.1 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

2

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.

“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.

“Required Registration Date” has the meaning set forth in Section 2.1(a).

“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 VIII 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 5.1.

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

“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.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Option Agreement.

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ARTICLE II

DEMAND REGISTRATION

2.1 Demand Registration.

(a) If the Company has exercised the 2010 Consideration Substitute Right pursuant to Clause 7.1.2 of the Option Agreement, the Company shall, in accordance with Article IV below and subject to Section 2.8 below, either (i) 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 determines represents the maximum number of Registrable Securities that will be issued as the Stock Settlement Amount, or (ii) file with the Commission a prospectus supplement (the “Prospectus Supplement”) to an existing shelf registration statement on Form S-3 which is at the time currently effective (the “Form S-3”) to register such number of Registrable Securities, but, in each case, only to the extent that the Shareholders have complied with their obligations under Sections 2.6 and 6.1 below (a “Registration”). Subject to Section 2.8 below, the Company shall use its reasonable best efforts to cause the Registrable Securities to be registered for resale by the Shareholders under the Securities Act on the Required Registration Date. For purposes of this Agreement, the “Required Registration Date” means (x) June 1, 2010, in the event that the Shareholders do not advise the Company that they intend to distribute the Registrable Securities by means of an underwriting in accordance with Section 2.3, (y) June 8, 2010, in the event that the Shareholders advise the Company that they intend to distribute the Registrable Securities by means of an underwriting in accordance with Section 2.3 and (z) in the case of the issuance of Deferred Shares, the dates that are (A) the 16th day after the issuance of such Deferred Shares, in the event that the Shareholders do not advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3 and (B) the 23rd day after the issuance of such Deferred Shares, in the event that the Shareholders advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3; provided however, that such Required Registration Date shall be extended by one day for each day the Shareholders have not complied with their obligations under Sections 2.6 and 6.1 below and provided further that if the Shareholders have advised the Company that they intend to distribute Registrable Securities by means of an underwriting, and if the Registrable Securities have not been registered in connection therewith under the Securites Act prior to 7:00 a.m. (NY time) on June 8, 2009 (or the 23^rd day after the issuance of the Deferred Shares, as the case may be) for any reason whatsoever, then notwithstanding any provision of this Agreement which requires CEDC to take action or assist or cooperate in respect of an underwritten offering, CEDC shall be entitled to file the Registration Statement or Prospectus Supplement contemplated by the first sentence of this Section 2.1 as if such request for an underwritten offering had not been made. It is understood and agreed that the sole remedy of the Shareholders with respect to a failure to file or cause the Registrable Securities to be registered under the Securities Act on or prior to the Required Registration Date is set forth in Clause 7.2 of the Option Agreement.

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

2.3 Underwriting. If the Shareholders intend to distribute the Registrable Securities covered by such Registration by means of an underwriting, then the Shareholders shall so advise the Company no later than May 21, 2010. 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) each of the Shareholder’s participation in such underwriting to the full extent of such Shareholder’s Registrable Securities, (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. The Company shall bona fide cooperate with the Shareholders and any underwriter to effect such underwritten offering.

2.4 Registration on Form S–3. If, at the time the Company makes the 2010 Consideration Substitution Right, 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 Registration on Form S–3 or any successor thereto.

2.5 Priority for 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 respective Shareholders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Shareholder.

2.6 Deferral of Registration.

(a) In connection with a Registration, the Shareholders shall provide to the Company not later than 5 days after the Company shall have made the 2010 Consideration Substitution Right, a written representation from each Shareholder confirming that (i) such Shareholder is irrevocably bound to accept such shares of Common Stock, 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.

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(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 Registration, the Company may delay complying with its obligations under Section 2.1 in connection with such 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), 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.

2.7 Beneficial Ownership Information. On the Business Day prior to the date any registration statement is expected to be filed in connection with any Registration (the expected date of which filing the Company shall provide to the Shareholders not less than two days prior to the date of such filing or, in the case of the filing CEDC is entitled to make on June 8, 2009, one Business Day prior to the date of such filing), 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”).

2.8 Registration of Deferred Shares.

(a) If any Registrable Securities that are otherwise issuable are not issued due to the operation of Clause 8 of the Option Agreement (such Registrable Securities, “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 Deferred Shares.

(b) 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.

(c) Upon receipt of a written request pursuant to clause (a) 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 2.6 and 6.1 hereof (to the extent applicable) in accordance with Section 2.1.

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ARTICLE III

PERMITTED DELAYS IN REGISTRATION

3.1 Suspension of Company Obligations.

(a) Notwithstanding anything to the contrary herein, the Company’s obligations under Article II of this Agreement to maintain the effectiveness of any 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.

(b) The Company shall notify the Shareholders in writing of the existence of any suspension event set forth in this Section 3.1. Such notice and all facts and circumstances relating to such suspension event shall be kept confidential by the Shareholders.

ARTICLE IV

REGISTRATION PROCEDURES

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

(a) 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 and (ii) the completion of the distribution described in such registration statement;

(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

7

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);

(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

8

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.

ARTICLE V

INDEMNIFICATION

5.1 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,

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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.

5.2 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 5.1) 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 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

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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.

5.3 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 5.1 or 5.2, 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 5.1 or 5.2, 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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5.4 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.

5.5 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 5.5 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 5.5, 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 VI

INFORMATION BY PARTICIPATING SHAREHOLDERS

6.1 Information Regarding Participating Shareholders and its Affiliates. Not later than May 21, 2010, or, if the issuance of any Registrable Seurities has been deferred as a result of clause 8 of the Option Agreement, the 5^th Business Day after the issuance of such Deferred Shares, each Shareholder shall furnish to the Company and any applicable underwriter such information regarding such Shareholder and the distribution proposed by 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 VII

RULE 144 SALES

7.1 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 VIII

RESTRICTIONS ON TRANSFER

8.1 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.

(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 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

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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 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, 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 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.

(f) 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.

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(g) The Shareholders shall not take any action with respect to any distribution deemed to be made pursuant to any Registration that would constitute a violation of Regulation M under the Exchange Act.

8.2 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 IX

COVENANTS OF THE SHAREHOLDERS

9.1 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 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 X

TERMINATION

10.1 Termination. This Agreement and the rights provided hereunder shall terminate and be of no further force and effect with respect to each 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 10.1 shall not, however, apply to the provisions of Article V of this Agreement, which shall survive the termination of this Agreement.

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ARTICLE XI

MISCELLANEOUS

11.1 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.

11.2 Successors and Assigns. Subject to the provisions of Section 8.1, 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.

11.3 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.

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(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

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

11.4 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.

11.5 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.

11.6 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

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whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

11.7 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.

11.8 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.

11.9 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.

11.10 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:
	Name:
	Title:

LION/RALLY CAYMAN 4
By:
	Name:
	Title:

LION/RALLY CAYMAN 5
By:
	Name:
	Title:

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EX-4.26

Exhibit 4.26

FIRST SUPPLEMENTAL INDENTURE

This Supplemental Indenture, dated as of 29 December 2009 (this “Supplemental Indenture”), among Bravo Premium LLC, JSC Distillery Topaz, JSC “Russian Alcohol Group”, Latchey Limited, Limited Liability Company “The Trading House Russian Alcohol”, Lion/Rally Cayman 6, Lion/Rally Lux 1 S.A., Lion/Rally Lux 2 S.à r.l., Lion/Rally Lux 3 S.à r.l., Mid-Russian Distilleries, OOO First Tula Distillery, OOO Glavspirttirest, Pasalba Limited, Premium Distributors sp. z o.o., Sibirsky LVZ (the “Additional Guarantors”), CEDC Finance Corporation International, Inc. (together with its successors and assigns, the “Issuer”), Central European Distribution Corporation (the “Parent”), the entities listed on Schedule I hereto as the existing Guarantors (the “Guarantors”, to the extent then a Guarantor) Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Polish Security Agent and TMF Trustee Limited as Security Agent each under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer, the Parent, the other Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent, and the Security Agent have heretofore executed and delivered an Indenture, dated as of December 2, 2009 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $380 million of 9.125% Senior Secured Notes due 2016 (the “Dollar Notes”) and €380 million of 8.875% Senior Secured Notes due 2016 of the Issuer (the “Euro Notes” and together with the Dollar Notes, the “Notes”);

WHEREAS, the Indenture provides that Persons are required to become Guarantors under certain conditions and circumstances;

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, the Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent and the Security Agent are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add Guarantees with respect to the Notes;

WHEREAS, each party hereto has duly authorized the execution and delivery of this Supplemental Indenture and has done all things necessary to make this Supplemental Indenture a valid agreement in accordance with its terms;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Additional Guarantors, the Issuer, the Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent and the Security Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee, the Polish Security Agent and the Security Agent acting on behalf or for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1. Agreement to be Bound. The Additional Guarantors hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Additional Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2. Guarantee. Subject to the terms of the Indenture, the Additional Guarantors hereby fully, unconditionally and irrevocably Guarantees, as primary obligor and not merely as surety, jointly and severally with each of the other Guarantors, on a senior secured basis to each Holder of a Note authenticated by the Trustee or the Authenticating Agent and to the Trustee, Polish Security Agent and Security Agent and each of their successors and assigns the full and prompt performance, whether at maturity, by acceleration, redemption or otherwise, of all of the Issuer’s obligations (including the Parallel Obligations) under the Indenture and the Notes, including the payment of principal of, and premium, if any, and interest on the Notes and all other obligations of the Issuer to the Holders, the Trustee, the Polish Security Agent and the Security Agent under the Indenture and the Notes pursuant to Article X of the Indenture.

ARTICLE III

Miscellaneous

SECTION 3.1. Notices. All notices and other communications to the Additional Guarantors shall be given as provided in the Indenture to the Additional Guarantors, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

SECTION 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders, the Trustee, the Polish Security Agent and the Security Agent, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.

SECTION 3.4. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.6. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8. Successors. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors and assigns, whether so expressed or not.

SECTION 3.9. Effect of Headings. The Article and Section headings herein are for the convenience of reference only and shall not affect the construction hereof.

SECTION 3.10. Trustee, Security Agent and Polish Security Agent. The Trustee, the Security Agent and the Polish Security Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals have been made solely by the Issuer and the Guarantors. The Issuer and the Guarantors shall reimburse the Trustee, the Security Agent and the Polish Security Agent to the same extent as under Section 7.6 of the Indenture for any disbursements, expenses and advances (including reasonable fees and expenses of its counsel) incurred by the Trustee, the Security Agent and/or the Polish Security Agent arising out of or in connection with its execution and performance of this Supplemental Indenture. This provision shall survive the final payment in full of the Notes and the resignation or removal of the Trustee, the Security Agent and/or the Polish Security Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CEDC FINANCE CORPORATION INTERNATIONAL, INC. as the Issuer
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President and Chief Executive Officer

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

(Signature Page to First Supplemental Indenture)

BRAVO PREMIUM LLC, as a Guarantor
By:	/s/ Kopitel Sergey Igorevich
Name:	Kopitel Sergey Igorevich
Title:	General Director

JSC DISTILLERY TOPAZ, as a Guarantor
By:	/s/ Carlo Radicati
Name:	Carlo Radicati
Title:

JSC “RUSSIAN ALCOHOL GROUP”, as a Guarantor
By:	/s/ Carlo Radicati
Name:	Carlo Radicati
Title:

LATCHEY LIMITED, as a Guarantor
By:	/s/ Arjan Schaapman
Name:	Arjan Schaapman
Title:

(Signature Page to First Supplemental Indenture)

By:	/s/ Adriaan Coppens
Name:	Adriaan Coppens
Title:

LIMITED LIABILITY COMPANY “THE TRADING HOUSE RUSSIAN ALCOHOL”, as a Guarantor
By:	/s/ Yablokov Evgeny Vladimirovich
Name:	Yablokov Evgeny Vladimirovich
Title:	General Director

LION/RALLY CAYMAN 6, as a Guarantor
By:	/s/ Rob Jones
Name:	Rob Jones
Title:	Director

LION/RALLY LUX 1 S.A., as a Guarantor
By:	/s/ Richard Brekelmans
Name:	Richard Brekelmans
Title:	Manager B

(Signature Page to First Supplemental Indenture)

LION/RALLY LUX 2 S.À R.L., as a Guarantor
By:	/s/ Richard Brekelmans
Name:	Richard Brekelmans
Title:	Manager B

(Signature Page to First Supplemental Indenture)

LION/RALLY LUX 3 S.À R.L., as a Guarantor
By:	/s/ Richard Brekelmans
Name:	Richard Brekelmans
Title:	Manager B

MID-RUSSIAN DISTILLERIES, as a Guarantor
By:	/s/ Zhangozin Kairat Nakoshevich
Name:	Zhangozin Kairat Nakoshevich
Title:	General Director

OOO First TULA DISTILLERY, as a Guarantor
By:	/s/ Carlo Radicati
Name:	Carlo Radicati
Title:

OOO GLAVSPIRTTIREST, as a Guarantor
By:	/s/ Carlo Radicati
Name:	Carlo Radicati
Title:

(Signature Page to First Supplemental Indenture)

PASALBA LIMITED, as a Guarantor
By:	/s/ Arjan Schaapman
Name:	Arjan Schaapman
Title:

By:	/s/ Adriaan Coppens
Name:	Adriaan Coppens
Title:

PREMIUM DISTRIBUTORS SP. Z O.O., as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Member of the Management Board

SIBIRSKY LVZ, as a Guarantor
By:	/s/ Carlo Radicati
Name:	Carlo Radicati
Title:

(Signature Page to First Supplemental Indenture)

ASTOR SP. Z O.O. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President

BOLS SP. Z O.O. as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	President

BOLS HUNGARY KFT. as a Guarantor
By:	/s/ Mariusz Jacek Chrobot
Name:	Mariusz Jacek Chrobot
Title:	Managing Director

BOTAPOL HOLDING B.V. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Director

By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Director

(Signature Page to First Supplemental Indenture)

CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President

CEDC FINANCE CORPORATION, LLC as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President

COPECRESTO ENTERPRISES LIMITED as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Director

DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Member

(Signature Page to First Supplemental Indenture)

By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Member

DAMIANEX S.A., as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Vice President

DELIKATES SP. Z O.O. as a Guarantor
By:	/s/ Christopher Biedermann
Name:	Christopher Biedermann
Title:	Member

By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Member

(Signature Page to First Supplemental Indenture)

JELEGAT HOLDINGS LIMITED as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Director

LUGANO HOLDING LIMITED as a Guarantor
By:	/s/ Arta Antoniou
Name:	Arta Antoniou
Title:	Director

By:	/s/ Spyroulla Papaeracleous
Name:	Spyroulla Papaeracleous
Title:	Director

MIRO SP. Z O.O. as a Guarantor
By:	/s/ Christopher Biedermann
Name:	Christopher Biedermann
Title:	Member

MTC SP. Z O.O. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Vice President

(Signature Page to First Supplemental Indenture)

MULTI-EX S.A. as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Vice President

ONUFRY S.A. as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Vice President

OOO PARLIAMENT DISTRIBUTION as a Guarantor
By:	/s/ Kupriyanov Sergey
Name:	Kupriyanov Sergey
Title:	General Director

By:	/s/ Sokolova Ekaterina
Name:	Sokolova Ekaterina
Title:	Acting Chief Accountant

(Signature Page to First Supplemental Indenture)

OOO PARLIAMENT PRODUCTION as a Guarantor
By:	/s/ Yuryev Alexey
Name:	Yuryev Alexey
Title:	General Director

By:	/s/ Podkopaeva Tatyana
Name:	Podkopaeva Tatyana
Title:	Acting Chief Accountant

PANTA-HURT SP. Z O.O. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Member

By:	/s/ Christopher Biedermann
Name:	Christopher Biedermann
Title:	Member

POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O. as a Guarantor
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Member

(Signature Page to First Supplemental Indenture)

By:	/s/ Christopher Biedermann
Name:	Christopher Biedermann
Title:	Member

PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI “AGIS” S.A. as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Vice President

PRZEDSIEBIORSTWO HANDLU SPOZYWCZEGO SP. Z O.O. as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Vice President

PRZEDSIEBIORSTWO “POLMOS” BIALYSTOK S.A. as a Guarantor
By:	/s/ Christopher Biedermann
Name:	Christopher Biedermann
Title:	Member

By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	Member

(Signature Page to First Supplemental Indenture)

PWW SP. Z O.O. as a Guarantor
By:	/s/ Evangelos Evangelou
Name:	Evangelos Evangelou
Title:	President

DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee
By:	/s/ C. Lander
Name:	C. Lander
Title:	Authorized Signatory

By:	/s/ Robert Bebb
Name:	Robert Bebb
Title:	Authorized Signatory

DEUTSCHE BANK AG, LONDON BRANCH as Polish Security Agent
By:	/s/ C. Lander
Name:	C. Lander
Title:	Authorized Signatory

By:	/s/ Robert Bebb
Name:	Robert Bebb
Title:	Authorized Signatory

(Signature Page to First Supplemental Indenture)

TMF TRUSTEE LIMITED as Security Agent
By:	/s/ Simon Ducklin
Name:	Simon Ducklin
Title:	Attorney

(Signature Page to First Supplemental Indenture)

SCHEDULE I

TO THE SUPPLEMENTAL INDENTURE

GUARANTORS

NAME	JURISDICTION OF INCORPORATION
1.        Astor Sp. z o.o.	Poland
2.        Bols Sp. z o.o.	Poland
3.        Bols Hungary Kft.	Hungary
4.        Botapol Holding B.V	Netherlands
5.        Carey Agri International-Poland Sp. z o.o.	Poland
6.        CEDC Finance Corporation, LLC	United States of America
7.        Central European Distribution Corporation	United States of America
8.        Copecresto Enterprises Limited	Cyprus
9.        Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o.	Poland
10.      Damianex S.A.	Poland
11.      Delikates Sp. z o.o.	Poland
12.      Jelegat Holdings Limited	Cyprus
13.      Lugano Holding Limited	Cyprus
14.      Miro Sp. z o.o.	Poland
15.      MTC Sp. z o.o.	Poland
16.      Multi-Ex S.A.	Poland
17.      Onufry S.A.	Poland
18.      OOO Parliament Distribution	Russia
19.      OOO Parliament Production	Russia
20.      Panta-Hurt Sp. z o.o.	Poland
21.      Polskie Hurtownie Alkoholi Sp. z o.o.	Poland
22.      Przedsiebiorstwo Dystrybucji Alkoholi “Agis” S.A.	Poland

23.      Przedsiebiorstwo Handlu Spozywczego Sp. z o.o.	Poland
24.      Przedsiebiorstwo “Polmos” Bialystok S.A.	Poland
25.      PWW Sp. z o.o.	Poland

EX-10.43

Exhibit 10.43

[LETTERHEAD OF BANK PEKAO SA HEAD OFFICE]

To: Carey Agri International-Poland Sp. z o.o. (“Borrower”)

Date: 12 November 2009

Dear Sirs,

Facility Agreement dated 21 December 2007 (as amended and restated on 24 February 2009)

We refer to the PLN 240,000,000 Facility Agreement (“Facility Agreement”) entered into on 21 December 2007 as amended and restated on 24 February 2009 and subsequently amended on 24 February 2009 between, among others, Carey Agri International-Poland Sp. z o.o. as borrower and Bank Polska Kasa Opieki S.A. as Agent, Security Agent and the Lender.

Unless defined in this letter or the context otherwise requires, a term defined in the Facility Agreement has the same meaning in this letter.

We have been provided with and have reviewed the documents and other information furnished to us by your sole shareholder Central European Distribution Corporation (“CEDC”) in respect of CEDC’s refinancing plans (the “Transaction Documents”), including: (i) a summary of the intended new high yield bond transaction (the “New Bond”); (ii) the sources and uses of funds to be raised by CEDC in a proposed equity offering and offering of the New Bonds; (iii) the intended funds flow and inter-company loans; (iv) the draft dated 11 November 2009 setting out the terms and conditions of the New Bond (the “Description of Notes”), which will form the basis for part of a new indenture (the “New Indenture”) as to which Deutsche Bank will be Trustee; (v) the summary description of the proposed transaction with affiliates of Lion Capital LLP (the “Russian Alcohol Transaction”) including the deferred payments to be made thereunder; and (vi) the draft dated 11 November 2009 of a proposed intercreditor agreement between us and the Trustee in respect of the security, and have had the opportunity to ask questions about the same with CEDC.

1. CONSENT

1.1 We understand and agree that all of the security (the “Existing Security”) currently provided for our benefit in relation to the Facility Agreement (set out in Schedule 1 hereto) will, as a result of the transactions contemplated by the Transaction Documents, be provided for the benefit of the holders of the New Bonds and, consequently, we will share the benefit of the Existing Security with the holders of the New Bonds.

1.2 We agree for purposes of the Facility Agreement that no action contemplated to be taken in respect of the Transaction Documents, or otherwise related thereto, or any

- 1 -

modification thereof that may be undertaken in connection therewith, including without limitation the New Indenture, New Bond and the Russian Alcohol Transaction, or the failure to take any action or complete any steps provided in the Facility Agreement in respect of the Transaction Documents or the satisfaction and discharge (and deposit of funds sufficient to redeem the existing high yield notes into trust in respect thereof) and the redemption of the existing high yield notes shall be in violation of, or constitute a Default or Event of Default under, the Facility Agreement.

1.3 We agree for purposes of the Facility Agreement that notwithstanding anything in the Facility Agreement to the contrary, no provision thereof shall limit or prohibit in any way any action or transaction taken or document entered into in respect of or relation to the Transaction Documents, no provision of the Facility Agreement shall require any person to take any action the result of which would be in violation of, or constitute a Default or Event of Default under, the Facility Agreement, and in the event of a conflict between the Facility Agreement and the New Indenture, we agree that the New Indenture shall control and shall take priority, provided however that the covenant set out in clause 21.2.2 (Consolidated Cover Ratio) of the Facility Agreement shall not be affected by the priority afforded to the New Indenture pursuant to this letter.

1.4 We agree for purposes of the Facility Agreement that we will take all steps reasonably necessary to effect the sharing of the Existing Security as contemplated hereby and in respect of the Transaction Documents and as more particularly described in the intercreditor agreement to be executed in connection with the closing of the transaction.

1.5 The consent referred to in this letter agreement is given on the following terms:

1.5.1  the Financial Indebtedness arising under the New Bond does not exceed $950,000,000; and

1.5.2  the Finance Parties under the Facility Agreement will, after giving effect to the actions and transactions contemplated hereby and by the Transaction Documents, be senior secured creditors on a pari passu basis with the holders of the New Bond, in the security listed in Schedule 1 hereto.

2. UNDERTAKINGS

2.1 No Obligor shall engage in any negotiations or transactions to be entered into for the purpose of financing of any working capital needs with any institution without first notifying the Agent sufficiently in advance of the planned transaction and ensuring that the Agent has the right to match the best offer received by any Obligor from other institutions in respect of at least 60% of working capital needs of the Borrower’s Group.

- 2 -

2.2 Other than in connection with the transactions contemplated herein or as provided in paragraph 2.1 above, no Obligor shall engage in any negotiations or transactions to be entered into for the purpose of refinancing the Financial Indebtedness in respect of the Finance Documents, Bank Handlowy Facility Documents and BZWBK Facility Documents, or incurring any Financial Indebtedness to finance any other purposes, in each case where such refinancing of Financial Indebtedness is intended to be obtained from commercial banks, without first notifying the Agent sufficiently in advance of the planned transaction and ensuring that the Agent has the right to: (i) file the first offer in respect of such financing or refinancing and (ii) match the best offer in respect of such financing or refinancing received from other institutions.

2.3 The parties shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to release and replace the Existing Security (and if necessary the Guarantors’ grant of their obligations), consistent with the New Indenture and this letter.

2.4 The parties shall use their best efforts to execute the amended and restated agreement reflecting the provisions of this letter agreement as soon as reasonably possible after the final execution of the New Indenture, and in any case by 31 January 2010. The validity of the foregoing waivers and agreements in respect of the Facility Agreement and the Intercreditor Agreement shall not be affected whether or not such an amendment and restatement is entered into, provided that (a) in the event that the New Bonds are not issued prior to or on 31 January 2010 the foregoing waivers and agreements shall cease to be valid; and (b) in the event that Borrower notifies the Agent prior to 31 January 2010 that the New Bonds will not be issued then the foregoing waivers and agreements shall cease to be valid from the date that the Borrower notifies the Agent.

2.5 Pursuant to Clause 17.2 (Amendment Costs), in relation to the negotiation, preparation and execution of this letter agreement, any Transaction Document and the completion of the transactions herein contemplated (including the amendments to the Facility Agreement and the Existing Security and their registration with appropriate courts) the Lender shall be reimbursed by the Borrower for the amount of costs and expenses agreed in advance between the parties acting in good faith.

3. CONSENT FEE

3.1 Within 5 Business Days of the date of execution of this letter, you shall pay a non-refundable fee to the Agent in the amount of PLN 50,000.

3.2 All payments to be made under this letter:

(a) shall be paid in the currency of invoice and in immediately available, freely transferable, cleared funds to us;

- 3 -

(b) shall be paid without (and free and clear of any deduction for) set-off or counter-claim and without any deduction or withholding for or on account of tax (a “Tax Deduction”) unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and

(c) are exclusive of any value added tax or similar charge (“VAT”). If VAT is chargeable, you shall also and at the same time pay to us an amount equal to the amount of the VAT.

4. FINANCE DOCUMENT

This letter is a Finance Document.

5. NON - WAIVER

Nothing in this letter shall affect the rights of the Finance Parties in respect of the occurrence of any Default which is continuing and which has not been waived or which arises on or after the date of this letter except in respect of the matters addressed in paragraph 1 hereof.

6. COUNTERPARTS

This letter agreement 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 thereof.

7. LAW

This letter agreement is governed by Polish law.

- 4 -

Yours faithfully Agent BANK POLSKA KASA OPIEKI S.A.
By:	/s/ Monika Karolak
	/s/ Barbara Jarzembowska

We agree to the terms and conditions of this letter agreement. Borrower for itself and each of the Obligors as Obligors’ Agent CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O.
By:	/s/ William V. Carey
	/s/ Prezes Zarzadu

- 5 -

SCHEDULE 1

Existing Security¹

• Registered pledge over 4,039,680 shares in Przedsiębiorstwo “Polmos” Białystok S.A.; and

• Pledge over 100% of shares in Bols Hungary Kft.

¹ Existing Security also contain rights to a submission to execution, which ease the enforcement of security under Polish law

- 6 -

EX-10.44

Exhibit 10.44

[LETTERHEAD OF CAREY AGRI INTERNATIONAL POLAND SP. Z O.O.]

Warsaw, 12 November 2009

To:	Bank Handlowy w Warszawie S.A.
	ul. Senatorska 16
	00-923 Warszawa
	as Arranger, Lender, Agent and Security Agent (“Citibank”)

Re: Carey Agri International-Poland Sp. z o.o. – USD 40,000,000.00 Facility Agreement dated 2 July 2008 (the “Facility Agreement”)

Dear Sirs,

As you are aware our sole shareholder Central European Distribution Corporation (“CEDC”) intends to take various steps in connection with a refinancing. You have been provided with and have reviewed the following documents and other information provided by CEDC in respect of CEDC’s refinancing plans (the “Transaction Documents”):

(i) the draft dated 11 November 2009 of the summary of the intended new high yield bond transaction (the “New Bond”) (document reference LN-494899-1);

(ii) the draft dated 11 November 2009 of the sources and uses of funds to be raised by CEDC in a proposed equity offering and offering of the New Bonds (document reference MX-7001N-20091111-165832);

(iii) the draft dated 11 November 2009 of the intended funds flow and inter-company loans (document reference LN-494909-1) ;

(iv) the draft dated 11 November 2009 setting out the terms and conditions of the New Bond (the “Description of Notes”), which will form the basis for part of a new indenture (the “New Indenture”) as to which Deutsche Bank will be Trustee (document reference 38048380-19) ;

(v) the draft dated 11 November 2009 of the summary description of the proposed transaction with affiliates of Lion Capital LLP (the “Russian Alcohol Transaction”) (including the deferred payments to be made thereunder) (document reference NY2-2041867);

(vi) the draft dated 11 November 2009 of a proposed intercreditor agreement between us and the Trustee in respect of the security (document reference LN-494840-4),

and have had the opportunity to ask questions about the same with CEDC.

In agreeing to the terms of this letter agreement you understand and agree that all of the security (the “Existing Security”) currently provided for your benefit in relation to the Facility Agreement (set out in Schedule 1 hereto) will, as a result of the transactions contemplated by the Transaction Documents, be provided for the benefit of the holders of the New Bonds, on a pari passu basis.

Capitalized terms used in this letter agreement shall have the same meaning as provided in the Facility Agreement, unless explicitly provided otherwise herein.

In agreeing to the terms of this letter agreement you agree, for the purposes of the Facility Agreement, that:

(1) no action contemplated to be taken in respect of the Transaction Documents, or otherwise related thereto, or any modification thereof that may be undertaken in connection therewith, including without limitation the New Indenture, New Bond and the Russian Alcohol Transaction, or the failure to take any action or complete any steps provided in the Facility Agreement in respect of the Transaction Documents or the satisfaction and discharge (and deposit of funds sufficient to redeem the existing high yield notes into trust in respect thereof) and the redemption of the existing high yield notes shall be in violation of, or constitute a default or event of default under, the Facility Agreement;

(2) notwithstanding anything in the Facility Agreement to the contrary, no provision thereof shall limit or prohibit in any way any action or transaction taken or document entered into in respect of or relation to the Transaction Documents, no provision of the Facility Agreement shall require any person to take any action the result of which would be in violation of, or constitute a default or event of default under, the Facility Agreement, and in the event of a conflict between the Facility Agreement and the New Indenture, we agree that the New Indenture shall control and shall take priority;

(3) you will take all steps reasonably necessary to effect the sharing of the Existing Security as contemplated hereby and in respect of the Transaction Documents;

provided that (i) the Financial Indebtedness arising under the New Bond does not exceed $950,000,000; (ii) the Finance Parties under the Facility Agreement will, after giving effect to the actions and transactions contemplated hereby and by the Transaction Documents, be senior secured creditors on a pari passu basis with the holders of the New Bond, in the security listed on Schedule 1 hereto; (iii) the Guarantors’ obligations shall be in form and substance consistent with the ones existing at the date of this letter agreement and (iv) Citigroup remains a joint bookrunner on the offering of the New Bonds.

In addition to the above the parties to this letter agreement hereby agree as follows:

1. They shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to release and replace the Existing Security (and if necessary the Guarantors’ grant of their obligations), consistent with the New Indenture.

2. They shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to execute an amendment and restatement agreement relating to the Facility Agreement and any related intercreditor agreement, all in form and substance consistent with the New Indenture. The commercial terms of the Facility Agreement shall not be changed. In particular but without limitation, the parties shall accordingly amend the following clauses of the Facility Agreement:

(a) Definitions of Permitted Financial Indebtedness, Permitted Security and Permitted Transactions;

(b) Clause 1.4 (Construction Consistent with the Indenture);

(c) Clause 22 (Financial Covenants), except for clause 22.2.1 (the New Leverage Ratio), which will remain unchanged and effective. Clause 22.2.2 (the Consolidated Coverage Ratio) shall be replaced by the Fixed Charge Coverage Ratio at the level not lower than 2x.

(d) Schedule 6 to the Agreement – Existing Security;

(e) Schedule 7 to the Agreement – CEDC Group Undertakings (Based on Indenture).

3. They shall use their best efforts to execute the amended and restated agreement reflecting the provisions of this letter agreement as soon as reasonably possible after the final execution of the New Indenture, and in any case by 31 January 2010. The validity of the foregoing waivers and agreements in respect of the Facility Agreement and the Intercreditor Agreement shall not be affected whether or not such an amendment and restatement is entered into, provided that in the event that the New Bonds are not issued prior to or on 31 January 2010 the foregoing waivers and agreements shall cease to be valid.

4. Pursuant to Clause 18.2 (Amendment Costs), in relation to the negotiation, preparation and execution of this letter agreement, any Transaction Document and the completion of the transactions herein contemplated (including the amendments to the Facility Agreement and the Existing Security and their registration with appropriate courts) the Lender shall be reimbursed by the Borrower for the amount of costs and expenses agreed in advance between the parties acting in good faith.

5. This letter agreement 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 thereof.

6. This letter agreement is governed by Polish law.

If the terms of this letter agreement are satisfactory, please indicate your acceptance by signing a copy hereof in the place indicated below and returning it to our office.

Acting in the name of Carey Agri International-Poland Sp. z o.o. as Borrower and Obligors’ Agent:

William Vernon Carey	President of the Management Board	/s/ William V. Carey 12/11/2009
Name	Position	Date and signature

We hereby agree to this letter agreement.

Acting in the name of Bank Handlowy w Warszawie S.A. as Arranger, Lender, Agent and Security Agent:

Sebastian Perczak	Director	/s/ Sebastian Perczak                 12/11/2009
Name	Position	Date and signature

Malogorzata Okuń	Director	/s/ Małogorzata Okuń             12/11/2009
Name	Position	Date and signature

Enclosure 1

Existing Security¹

• Financial pledge over 947220 shares in Carey Agri International-Poland Sp. z o.o.;

• Registered pledge over 947220 shares in Carey Agri International-Poland Sp. z o.o.;

• Financial pledge over 48349 shares in Carey Agri International-Poland Sp. z o.o.;

• Registered pledge over 48349 shares in Carey Agri International-Poland Sp. z o.o.;

• Financial pledge over 47065 of shares in Bols Sp. z o.o.; and

• Registered pledge over 47065 of shares in Bols Sp. z o.o.

¹ Existing Security also contain rights to a submission to execution, which ease the enforcement of security under Polish law

EX-10.45

Exhibit 10.45

19 November 2009

(as amended on 2 December 2009]

COINVESTOR OPTION AGREEMENT

relating to certain shares in

LION/RALLY CAYMAN 6

between

LION/RALLY CAYMAN 4

and

LION/RALLY CAYMAN 5

and

LION/RALLY CAYMAN 6

and

LION/RALLY CAYMAN 7 L.P.

and

LION/RALLY CAYMAN 8

and

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

LION CAPITAL LLP

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		4
2	GRANT OF PURCHASE OPTION		6
3	EXERCISE OF THE PURCHASE OPTION		7
4	COMPLETION OF PURCHASE OPTION		7
5	CEDC FUNDING OBLIGATION		7
6	WARRANTIES		8
7	CONSENT TO TRANSFER UNDER HOLDCO PLEDGES		9
8	TRANSACTION DOCUMENT AMENDMENTS AND CONSENTS		9
9	CONFIDENTIALITY AND ANNOUNCEMENTS		9
10	TERMINATION OF COINVESTOR COMMITMENT LETTER		10
11	LION CAPITAL LIABILITY		10
12	ASSIGNMENT		10
13	ENTIRE AGREEMENT		11
14	VARIATION		11
15	WAIVER		11
16	ILLEGALITY AND SEVERANCE		11
17	RIGHTS OF THIRD PARTIES		12
18	COUNTERPARTS		12
19	NOTICES		12
20	JURISDICTION		15
21	GOVERNING LAW		15

THIS AGREEMENT is made on 19 November 2009 and amended on 2 December 2009 between the following parties:

(1) LION/RALLY CAYMAN 4, a société à resposibilité limitée existing under the laws of the Grand Duchy of Luxembourg with registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg (“Cayman 4”);

(2) LION/RALLY CAYMAN 5, a société à resposibilité limitée existing under the laws of the Grand Duchy of Luxembourg with registered office at 13-15, avenue de la Liberté, L-1931 Luxembourg (“Cayman 5”);

(3) 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”);

(4) 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 Lion/Rally Cayman 8;

(5) 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 (“Cayman 8”);

(6) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated in Delaware, whose registered office is at ul. Bobrowiecka 6, 00-728 Warszawa, Poland (“CEDC”); and

(7) LION CAPITAL LLP, a limited liability partnership incorporated in England with Company Number OC308261 whose registered office is at 21 Grosvenor Place, London SW1X 7HF (“Lion Capital”).

WHEREAS

(A) Cayman 4 is the registered the holder of the Option Shares (as defined below).

(B) Pursuant to the New Option Agreement (as defined below), CEDC issued the Warrants (as defined below) to Cayman 4 on 2 October 2009.

(C) Cayman 4 has agreed to grant to Cayman 7 the Purchase Option (as defined below) on the terms and subject to the conditions set out in this Agreement.

(D) CEDC is a limited partner in Cayman 7.

(E) CEDC has agreed to subscribe for additional partnership interests in Cayman 7 to enable Cayman 7 to exercise and complete the Purchase Option (contingent upon such completion), on the terms and subject to the conditions set out in this Agreement.

(F) Then Parties have agreed to amend this Agreement in respect of certain matters, effective 2 December 2009.

3

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:

“2011 Warrants”	the 1,490,550 warrants over CEDC Common Stock, exercisable on 31 May 2011, issued by CEDC on 2 October 2009;
“2012 Warrants”	the 300,000 warrants over CEDC Common Stock, exercisable on 31 July 2012; issued by CEDC on 2 October 2009;
“2013 Warrants”	the 1,803,813 warrants over CEDC Common Stock, exercisable on 31 May 2013, issued by CEDC on 2 October 2009;
“Affiliate”	with respect to any Person, another Person Controlled by such first Person, Controlling such first Person or under common Control with such first Person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Approved Jurisdiction”	has the meaning given in the New Option Agreement;
“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, Luxembourg and the Cayman Islands;
“Carey Agri”	Carey Agri International – Poland Sp. z o.o. a limited liability company organised in Poland, with its registered seat at 66A Bokserska Street, 02-690, Warsaw, Poland;
“Coinvestor Commitment Letter”	the letter headed “Project Rally III: Coinvestor Acquisition Commitment Letter” dated 12 November 2009 made between Cayman 4, Cayman 5, CEDC and Lion Capital;
“Completion”	has the meaning given in Clause 3.3;

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“Confidential Information”	all and any information (written, oral or electronic): (i) concerning the business, finances, assets or affairs of any of the Parties; (ii) relating to any Party’s processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities and customers, or in relation to any third party for which any Party is responsible or in respect of which any Party has an obligation not to disclose; (iii) relating to any shareholder in any Party or any of their respective Affiliates; and (iv) relating to the contents of this Agreement (or any agreement or arrangement entered into pursuant to or any transaction contemplated by this Agreement);
“Consideration”	the amounts of: (i) €23,650,000 (twenty three million, six hundred and fifty thousand Euros); and (ii) $131,800,000 (one hundred and thirty one million eight hundred thousand USD);
“Encumbrances”	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;
“GSA”	the Governance and Shareholders Agreement dated 7 May 2009 and made between the Company, Cayman 4, Cayman 5, Cayman 7, Cayman 8 and CEDC;
“Holdco Pledges”	the share mortgages dated 2 October 2009 between: (i) Cayman 4 and Cayman 7; and (ii) Cayman 5 and Cayman 7;
“Longstop Date”	21 December 2009;
“New Option Agreement”	the New Option Agreement dated 2 October 2009 and made between Cayman 4, Cayman 5, Cayman 7 and CEDC, as amended on 30 October 2009;
“Option Shares”	the 79,197,146 ordinary shares in the capital of the Company held by Cayman 4;
“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;

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“Purchase Option”	has the meaning given in Clause 2.1;
“Transaction Documents”	has the meaning given in the New Option Agreement; and
“Warrants”	(i) 462,125 2011 Warrants; (ii) 93,011 2012 Warrants; and (iii) 559,248 2013 Warrants each held by Cayman 4.

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 including where redomiciled or otherwise;

1.2.5  a reference to a document is a reference to that document as amended, modified or rescinded and subsequently replaced from time to time in writing by the mutual consent of the parties;

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; and

1.2.8  the singular includes the plural and vice versa and any gender includes any other gender.

2 GRANT OF PURCHASE OPTION

2.1 Cayman 4 grants to Cayman 7 the right for Cayman 7 to:

2.1.1  acquire from it, and require Cayman 4 to sell to it, the Option Shares; and

2.1.2  require Cayman 4 to return and deliver the Warrants to CEDC for cancellation,

(the “Purchase Option”).

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2.2 The Purchase Option may be exercised only in respect of both of:

2.2.1  all (but not some) of the Option Shares; and

2.2.2  all (but not some) of the Warrants.

2.3 Cayman 7 shall exercise the Purchase Option only following receipt by Cayman 7 of written and irrevocable instructions to do so from CEDC. Upon receipt of such instructions, Cayman 7 undertakes to the Parties to promptly exercise the Purchase Option on its terms.

3 EXERCISE OF THE PURCHASE OPTION

3.1 The Purchase Option shall only be exercisable on a Business Day falling during the period from and including 27 November 2009 until and including the Longstop Date (the “Exercise Period”).

3.2 In order to exercise the Purchase Option, Cayman 7 shall notify Cayman 4, in writing, of its exercise of the Purchase Option (an “Exercise Notice”). The service of the Exercise Notice, and thus the exercise of the Purchase Option, shall be irrevocable.

3.3 If an Exercise Notice is validly served, Cayman 4 and Cayman 7 shall be obliged to complete the sale and purchase of the Option Shares and delivery of the Warrants (“Completion”). Completion shall be on such date as CEDC and Cayman 4 may between them agree, provided that following service of an Exercise Notice CEDC and Cayman 4 will use their reasonable endeavours to cause Completion to occur as promptly as possible, and that Completion will occur:

3.3.1  on a Business Day; and

3.3.2  not later than 23 December 2009.

4 COMPLETION OF PURCHASE OPTION

4.1 On Completion:

4.1.1  Cayman 4 shall deliver to Cayman 7 a duly executed transfer in favour of Cayman 7 in respect of the Option Shares; and

4.1.2  Cayman 4 shall return and deliver the Warrants to CEDC for cancellation.

4.2 On Completion, and against satisfaction by Cayman 4 of its obligations set out in Clause 4.1, Cayman 7 shall pay the Consideration to Cayman 4 in cash and in cleared funds.

4.3 Upon receipt of the Warrants under Clause 4.1.2 CEDC undertakes to immediately cancel the Warrants.

5 CEDC FUNDING OBLIGATION

If Cayman 7 exercises the Purchase Option in accordance with the provisions of this Agreement, CEDC irrevocably undertakes to the Parties to itself subscribe or cause Carey Agri to subscribe in cash, immediately prior to Completion, for limited partnership interests in Cayman 7 for an amount equal to the Consideration to be paid by Cayman 7 to Cayman 4 and upon completion of such subscription by CEDC or Carey Agri, as the case may be, Cayman 7 irrevocably undertakes to the Parties to issue such limited partnership interests to CEDC or Carey Agri, as the case may be.

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6 WARRANTIES

6.1 Cayman 4 warrants to Cayman 7 that:

6.1.1  as of the date of this Agreement, Cayman 4 is the sole legal and beneficial holder of the Option Shares and the Warrants which are, save for the Holdco Pledges in respect of the Option Shares, free from Encumbrances; and

6.1.2  as at the date of Completion Cayman 4 will be the sole legal and beneficial holder of the Option Shares and the Warrants which will, save for the Holdco Pledges in respect of the Option Shares, be free from Encumbrances.

6.2 CEDC warrants to Cayman 4, Cayman 5 and Lion Capital as of the date of this Agreement that this Agreement represents the entirety of the terms agreed by CEDC with regard to the Coinvestor Acquisition (as defined in the Coinvestor Commitment Letter) and no other agreements or arrangements have been agreed or are in place between CEDC or any of its Affiliates and a Coinvestor (as defined in the term sheet attached to the Coinvestor Commitment Letter) in relation to the Coinvestor Acquisition, provided that the foregoing shall not be deemed to relate to any agreements or arrangements that have been agreed or are in place, or that may be agreed or be put in place, between CEDC or any of its Affiliates and one or more of the Coinvestors or affiliates of Coinvestors in relation to services provided or other commercial dealings.

6.3 Each Party warrants to the other Parties that:

6.3.1  it has the power and authority required, and has obtained or satisfied all corporate approvals or other conditions necessary, to enter into this Agreement and each of the other agreements to be entered into by it pursuant to, or otherwise in connection with, this Agreement, and to perform fully its obligations under this Agreement and such other agreements in accordance with their respective terms;

6.3.2  the entry into, and the implementation of the transactions contemplated by, this Agreement and each of the other agreements to be entered into by the Parties pursuant to, or otherwise in connection with, this Agreement will not result in:

(a) a violation or breach of any provision of the memorandum and articles of association or equivalent constitutional documents of such Party;

(b) a breach of, or give rise to a default under, any contract or other instrument to which such Party is a party or by which it is bound;

(c) a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to such Party or any of its assets; or

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(d) a requirement for such Party to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement on a basis which is both unconditional and cannot be revoked.

6.4 This Agreement and each of the other agreements to be entered into by the Parties pursuant to, or otherwise in connection with, this Agreement, constitute valid and legally binding obligations of the Parties enforceable in accordance with their respective terms.

7 CONSENT TO TRANSFER UNDER HOLDCO PLEDGES

To the extent that the Holdco Pledges remain in force on Completion, Cayman 5 consents, as Mortgagor under the Holdco Pledges, to the transfer of the Option Shares on the terms of this Agreement.

8 TRANSACTION DOCUMENT AMENDMENTS AND CONSENTS

8.1 Conditional upon Completion, and to the extent that the New Option Agreement remains in force on Completion, the New Option Agreement is hereby amended as follows:

8.1.1  by deleting the number “29,600,000” set out in the sixth row of column F of Schedule 2 of the New Option Agreement and replacing it with the number “1,000,000”;

8.1.2  by deleting the number “48,000,000” set out in the fifth row of Column F of Schedule 2 of the New Option Agreement and replacing it with the number “1,000,000”; and

8.1.3  by deleting the number “53,000,000” set out in the fourth row of Column F of Schedule 2 of the New Option Agreement and replacing it with the number “49,402,854”.

8.2 The Parties hereby irrevocably consent to the entry into of, and the performance by each Party of its obligations under, this Agreement for all purposes of the Transaction Documents (including, without limitation, Clause 4.1 of, and paragraph 15 of Schedule 2 to, the GSA).

9 CONFIDENTIALITY AND ANNOUNCEMENTS

9.1 Each Party will keep and treat as strictly confidential and not at any time disclose or make known in any way to any person who is not a Party, or use for a purpose other than the performance of its obligations under this Agreement, any Confidential Information which it may possess or which has or may come within its knowledge before or after the date of this Agreement relating to or connected with or arising out of this Agreement or the business, customers, activities or affairs of any other Party or, through any failure to exercise all due care, cause any unauthorised disclosure of any Confidential Information, and will make every effort to prevent the use or disclosure of such information, except that these restrictions do not apply to the disclosure of Confidential Information if and only to the extent that (and, in relation to CEDC, subject always to the provisions of Clause 9.2):

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9.1.1  disclosure is required by law or for the purpose of any judicial proceedings or by any regulatory authority, government body or recognised securities exchange, provided that the other Parties shall, save where giving notices to such other Parties is prohibited by law, be given as much notice of such disclosure as is reasonably practicable and shall have consideration afforded to their reasonable requests in relation to the contents of such disclosures;

9.1.2  the information is or becomes generally available to the public other than as a result of a breach of any undertaking or duty of confidentiality by any person;

9.1.3  the information is disclosed on a strictly confidential basis by a Party to its agents, advisers, auditors, bankers or shareholders for the purposes of its business;

9.1.4  disclosure is by a Party to its Affiliates; or

9.1.5  each of the other Parties has given its prior written consent to the contents and the manner of the disclosure.

9.2 The Parties acknowledge that this Agreement and any other documents agreed with CEDC in relation hereto shall be publicly disclosed by CEDC, and shall be shared with CEDC’s underwriters and included in the offering material for any equity or debt capital raising conducted by CEDC.

9.3 Each Party shall inform any officer, employee or agent or auditor, banker or shareholder or any professional or other adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and should not be disclosed to any third party (other than to those to whom it has already been disclosed in accordance with the terms of this Agreement). The disclosing Party is responsible for any breach of this Clause 9 by the person to whom the Confidential Information is disclosed.

10 TERMINATION OF COINVESTOR COMMITMENT LETTER

Cayman 4, Cayman 5, CEDC and Lion Capital each acknowledge and agree that the Coinvestor Commitment Letter shall cease to be of any effect and shall be terminated from the date of this Agreement.

11 LION CAPITAL LIABILITY

Notwithstanding any provision of this Agreement, it is agreed and acknowledged that Lion Capital shall only be subject to the equitable remedies of injunction and specific performance in the event of a breach of any of the provisions of this Agreement and shall not be liable for money damages or money damages in lieu of equitable remedies.

12 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.

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13 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, exclude 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 13 shall exclude a Party from liability for fraudulent misrepresentation.

14 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.

15 WAIVER

15.1 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 it 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.

15.2 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.

15.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

16 ILLEGALITY AND SEVERANCE

16.1 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.

16.2 If a provision of this Agreement is, or but for this Clause 16 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.

16.3 If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 16.2 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.

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17 RIGHTS OF THIRD PARTIES

17.1 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.

18 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.

19 NOTICES

19.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and delivered by hand or sent by pre-paid post (or pre-paid air mail if the countries in which the sender’s and the recipient’s addresses are located for the purposes of this Clause are different) or by fax or by attachment to an email as a scan or copy of a notice, in machine readable and printable format (e.g., in .pdf., .tif., or .jpg. format)(although, for the avoidance of doubt, writing on the screen of a visual display unit, including by e-mail without attachment, shall not constitute proper written notice).

19.2 The Parties’ addresses and fax numbers for the purposes of this Agreement are:

19.2.1  In the case of the Company, Cayman 6, Cayman 7 and Cayman 8:

c/o Stuarts Corporate Services Ltd

PO Box 2510

George Town

Grand Cayman

KY1-1104

Cayman Islands

For the attention of: Chris Humphries

Fax number: +1 345 949 2888

Email address: chris.humphries@stuartslaw.com

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with courtesy copies (which shall not constitute notice) 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

Email addresses: ferran@lioncapital.com/cocker@lioncapital.com

and 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

Email addresses: michael.francies@weil.com/ian.hamilton@weil.com

19.2.2  in the case of Cayman 4 and Cayman 5:

c/o ATC Corporate Services (Luxembourg) S.A.

13-15 Avenue de la Liberté

L-1931 Luxembourg

For the attention of: Richard Brekelmans

Fax number:: +352 268 901 69

Email address: richard.brekelmans@atcgroup.com

with courtesy copies (which shall not constitute notice) 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

Email addresses: ferran@lioncapital.com/cocker@lioncapital.com

and 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

Email addresses: michael.francies@weil.com/ian.hamilton@weil.com

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19.2.3  In the case of Lion Capital:

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

Email addresses: ferran@lioncapital.com/cocker@lioncapital.com

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

Email addresses: michael.francies@weil.com/ian.hamilton@weil.com

19.2.4  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

Email address: board.assistant@cedc.com.pl

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: Stephen J. Horvath

Fax number: +44 20 7444 7356

Email address: shorvath@dl.com

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 Clauses 18.1 and 18.3.

19.3 In the absence of evidence of earlier receipt, and except as provided in Clause 19.4, a notice or other communication is deemed given:

19.3.1  if delivered by hand, at the time of delivery;

19.3.2  if sent by post (other than air mail), at 9.30 a.m. on the second Business Day after its posting);

19.3.3  if sent by air mail, at 9.30 a.m. on the fifth Business Day after its posting;

19.3.4  if sent by fax, at the time of its transmission; or

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19.3.5  if sent by an attachment to an email, on receipt by the sender of an email from the addressee confirming receipt of the notice.

19.4 If a notice or other communication is delivered by hand or sent by fax on a day which is not a Business Day or after 5.30pm on a Business Day, the notice or communication shall be deemed to have been given at 9.30 a.m. on the next following Business Day.

19.5 In this Clause, a reference to time is to local time in the country of the recipient of the notice or communication.

19.6 The provisions of this Clause shall not apply in relation to the service of Service Documents, where “Service Document” means a claim form, order or judgment issued out of the courts of England and Wales or any document relating to or in connection with any proceedings.

19.7 CEDC irrevocably authorises and appoints Dewey & LeBoeuf of No. 1 Minster Court, Mincing Lane, London EC3R 7YL, United Kingdom (for the attention of Stephen J. Horvath) 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 19 shall be deemed to be effective service on CEDC.

19.8 Each of the Company, Cayman 4, Cayman 5, Cayman 6, Cayman 7 and Cayman 8 irrevocably authorises and appoints Lion Capital 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 19 shall be deemed to be effective service on the Company, Cayman 4, Cayman 5, Cayman 6, Cayman 7 or Cayman 8, as the case may be.

20 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 20 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.

21 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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Signed by	)	/s/ James Cocker
for and on behalf of	)	Manager A
LION/RALLY CAYMAN 4	)
	)	/s/ Richard Brekelmans
		Manager B
Signed by	)	/s/ James Cocker
for and on behalf of	)	Manager A
LION/RALLY CAYMAN 5	)
	)	/s/ Richard Brekelmans
		Manager B
Signed by	)
for and on behalf of	)
LION/RALLY CAYMAN 6	)	/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	)
LION/RALLY CAYMAN 8	)	/s/ Hayley Tanguy
	)	Director
Signed by	)
for and on behalf of	)
LION CAPITAL LLP	)	/s/ Robert Derwent
	)	Member
Signed by	)
for and on behalf of	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ William V. Carey

16

EX-10.46

Exhibit 10.46

[[LETTERHEAD OF BOLS SP. Z O.O.]

Warsaw, 25 November 2009

To: Bank Zachodni WBK S.A.

Centrum Bankowości Korporacyjnej

ul. Grzybowska 5a

00-132 Warszawa (“BZ WBK”)

Re: Bols sp. z o.o. – USD 50,000,000.00 Facilities Agreement dated 24 April 2008, as amended and restated (the “Facility Agreement”)

Dear Sirs,

As you are aware our indirect mother company Central European Distribution Corporation (“CEDC”) intends to take various steps in connection with a refinancing. You have been provided with and have reviewed various documents and other information by CEDC in respect of CEDC’s refinancing plans (the (“Transaction Documents”), including:

(i) a summary of the intended new high yield bond transaction (the “New Bond”);

(ii) the sources and uses of funds to be raised by CEDC in a proposed equity offering and offering of the New Bonds;

(iii) the intended funds flow and inter-company loans;

(iv) the draft dated 12 November 2009 setting out the terms and conditions of the New Bond (the “Description of Notes”), which will form the basis for part of a new indenture (the “New Indenture”) as to which Deutsche Bank will be Trustee;

(v) the summary description of the proposed transaction with affiliates of Lion Capital LLP (the “Russian Alcohol Transaction”) (including the deferred payments to be made thereunder);

(vi) the draft dated 12 November 2009 of a proposed intercreditor agreement between us and the Trustee in respect of the security,

and have had the opportunity to ask questions about the same with CEDC.

In agreeing to the terms of this letter agreement you understand and agree that all of the security (the “Existing Security”) currently provided for your benefit in relation to the Facility Agreement (set out in Enclosure 1 hereto) will, as a result of the transactions contemplated by the Transaction Documents, as described in the Description of Notes, be provided for the benefit of the holders of the New Bonds.

Capitalized terms used in this letter agreement shall have the same meaning as provided in the Facility Agreement, unless explicitly provided otherwise herein.

In agreeing to the terms of this letter agreement you agree, for the purposes of the Facility Agreement, that:

(1) no action contemplated to be taken in respect of the Transaction Documents, or otherwise related thereto, or any modification thereof that may be undertaken in connection therewith, including

without limitation the New Indenture, New Bond and the Russian Alcohol Transaction, or the failure to take any action or complete any steps provided in the Facility Agreement in respect of the Transaction Documents or the satisfaction and discharge (and deposit of funds sufficient to redeem the existing high yield notes into trust in respect thereof) and the redemption of the existing high yield notes shall be in violation of, or constitute a default or event of default under, the Facility Agreement;

(2) notwithstanding anything in the Facility Agreement to the contrary, no provision thereof shall limit or prohibit in any way any action or transaction taken or document entered into in respect of or relation to the Transaction Documents, no provision of the Facility Agreement shall require any person to take any action the result of which would be in violation of, or constitute a default or event of default under, the Facility Agreement, and in the event of a conflict between the Facility Agreement and the New Indenture, we agree that the New Indenture shall control and shall take priority;

(3) you will take all steps reasonably necessary to effect the sharing of the Existing Security as contemplated hereby and in respect of the Transaction Documents;

provided that:

(i) the following Financial Covenants are always maintained: Net Leverage Ratio (clause 23.2.1 of the Facility Agreement) does not exceed 5:0 (to be calculated on a consolidated basis) and Consolidated Coverage Ratio (clause 23.2.2 of the Facility Agreement) is not less than 2:00;

(ii) the Finance Parties under the Facility Agreement will, after giving effect to the actions and transactions contemplated hereby and by the Transaction Documents, be senior secured creditors on a pari passu basis with the holders of the New Bond, in the security listed on Schedule 1 hereto; and

(iii) the Financial Indebtedness arising under the New Bond does not exceed $950,000,000.

In addition to the above the parties to this letter agreement hereby agree as follows:

1. They shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to release and replace the Existing Security (and if necessary the Guarantors’ grant of their obligations), consistent with the New Indenture (subject to paragraph 2 below).

2. They shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to execute an amendment and restatement agreement relating to the Facility Agreement and any related intercreditor agreement, all in form and substance consistent with the New Indenture. The commercial terms of the Facility Agreement shall not be changed. In particular but without limitation, the parties shall accordingly amend the following clauses of the Facility Agreement:

(a) Definitions of Permitted Financial Indebtedness, Permitted Security and Permitted Transactions;

2

(b) Clause 1.4 (Construction Consistent with the Indenture);

(c) Clause 23 (Financial Covenants);

(d) Schedule 6 to the Facility Agreement – Existing Security;

(e) Schedule 7 to the Facility Agreement – CEDC Group Undertakings (Based on Indenture).

3. They shall use their best efforts to execute the amended and restated agreement reflecting the provisions of this letter agreement as soon as reasonably possible after the final execution of the New Indenture, and in any case by 31 January 2010. The validity of the foregoing waivers and agreements in respect of the Facility Agreement shall not be affected whether such or not an amendment and restatement is entered into, provided that in the event that the New Bonds are not issued prior to or on 31 January 2010 the foregoing waivers and agreements shall cease to be valid.

4. Pursuant to Clause 19.2 (Amendment Costs), in relation to the negotiation, preparation and execution of this letter agreement, any Transaction Document and the completion of the transactions herein contemplated (including the amendments to the Facility Agreement and the Existing Security and their registration with appropriate courts) the Lender shall be reimbursed by the Borrower for the amount of costs and expenses including fees and expenses of BZWBK’s legal counsel, agreed in advance between the parties acting in good faith.

Further, we shall use our reasonable commercial efforts, in cooperation with CEDC, to ensure that the receivables of the Lender under the Facility Agreement remain secured, there is no discontinuity concerning the security interests established in accordance with the Facility Agreement, and issues relating to pledge hardening periods (applicable to new security interests established for the benefit of BZWBK), which are provided for in the applicable bankruptcy regulations are addressed in the Intercreditor Agreement entered into by BZWBK with certain other creditors of CEDC group companies.

We will pay BZWBK a waiver fee in the amount and on the terms set forth in a fee letter signed between ourselves and BZWBK on or about the date of this waiver letter.

This letter agreement 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 thereof.

This letter agreement is governed by Polish law.

3

If the terms of this letter agreement are satisfactory, please indicate your acceptance by signing a copy hereof in the place indicated below and returning it to our office.

Acting in the name of BOLS sp. z o.o. as Borrower:

Evangelos Evangelou	President	/s/ Evangelos Evangelou                 25/11/2009
Name	Position	Date and signature

We hereby, unconditionally and irrevocably, agree to this letter agreement.

Acting in the name of Bank Zachodni WBK S.A. as Lender:

Malgorzata Nesterowicz	Director	/s/ Malgorzata Nesterowicz                 25/11/2009
Name	Position	Date and signature
Michal Miecznicki	Director	/s/ Michal Miecznicki                 25/11/2009
Name	Position	Date and signature

4

Enclosure 1

Existing Security¹

• Financial pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Term Facility;

• Financial pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Overdraft Facility;

• Registered pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Term Facility;

• Registered pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Overdraft Facility;

• Share pledge over 60% of shares in Copecrecto Enterprises LTD as security for the Term Facility;

• Share pledge over 60% of shares in Copecrecto Enterprises LTD as security for the Overdraft Facility;

• Financial pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility;

• Financial pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility;

• Registered pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility;

• Registered pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility;

• Financial pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility;

• Financial pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility;

• Registered pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility; and

• Registered pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility.

¹ All of the securities contain rights to a submission to execution, which is required for the enforcement of security under Polish law.

5

EX-10.47

Exhibit 10.47

2 December 2009

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

and

CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O.

LOAN AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 THE LOAN	4
ARTICLE 2 INTEREST	4
ARTICLE 3 REPAYMENT	4
ARTICLE 4 FEES AND EXPENSES	5
ARTICLE 5 PAYMENTS	5
ARTICLE 6 NOTICES	6
ARTICLE 7 SEVERABILITY	6
ARTICLE 8 NO ASSIGNMENT	6
ARTICLE 9 GOVERNING LAW	6
ARTICLE 10 DISPUTE RESOLUTION	7
ARTICLE 11 COUNTERPARTS	7

THIS LOAN AGREEMENT (the “Agreement”) signed on 2 December 2009 is entered into between:

CEDC FINANCE CORPORATION INTERNATIONAL, INC. a corporation incorporated under the laws of the State of Delaware, with its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA (the “Lender”),

and

CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O. a limited liability company incorporated under the laws of the Republic of Poland, with its registered seat in Warsaw, at ul. Bokserska 66A, 02-690 Warsaw, Poland, with registration number 0000051098 (the “Borrower”).

WHEREAS:

(A) As of the date of this Agreement, the Lender has issued USD 380,000,000 in 9.125% senior secured notes due in 2016 (the “Dollar Notes”) and EUR 380,000,000 in 8.875% senior secured notes due in 2016 (the “Euro Notes” and together with the Dollar Notes, the “Notes”) pursuant to an indenture dated 2 December 2009 (the “Indenture”), among the Lender, the Borrower, Central European Distribution Corporation (the “Parent”), certain subsidiaries of Parent as guarantors (together with Parent, the “Guarantors”), Deutsche Trustee Company Limited as trustee, Deutsche Trust Company Americas and Deutsche Bank Luxembourg S.A. as registrar, transfer and paying agent, Deutsche Bank AG, London Branch as principal paying agent and Polish Security Agent and TMF Trustee Limited as global security agent. The price for the Euro Notes at issue has been established at EUR 377,571,800 (with a discount of 0.639% of principal amount of the Euro Notes (the “Euro Notes Discount”)). The price for the Dollar Notes at issue has been established at USD 377,590,800 (with a discount of 0.634% of principal amount of the Dollar Notes (the “Dollar Notes Discount” and together with the Euro Notes Discount, the “Discount”)).

(B) Pursuant to a purchase agreement dated 24 November 2009 between the Lender, Parent, the Guarantors, Goldman Sachs International, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. (the “Initial Purchasers”), the Lender is obliged to pay the underwriting commission amounting to 1.4% of the aggregate principal amount of the Euro Notes which is EUR 5,320,000 and the underwriting commission amounting to 1.4% of the aggregate principal amount of the Dollar Notes which is USD 5,320,000 (the “Fees”).

(C) The Lender intends to grant to the Borrower a loan in the amount of EUR 372,251,800 (the “Euro Loan”) and a loan in the amount of USD 108,285,800 (the “Dollar Loan” and together with the Euro Loan, the “Loans”) from the proceeds obtained by the Lender from the issuance of the Notes. The Lender intends to enter into a loan agreement (the “Jelegat Loan Agreement”) pursuant to which it will grant a loan to Jelegat Holdings Limited in an amount equal to USD 263,985,000 from the issuance of the Notes (the “Jelegat Loan”).

Capitalised terms used herein and not otherwise defined, shall have the meanings assigned to them in the Indenture.

NOW, THEREFORE, THE PARTIES AGREED AS FOLLOWS:

3

ARTICLE 1

THE LOAN

1.1. Each Loan shall be made in one advance and paid to the Borrower on the date of this Agreement. Each Loan shall be paid to such accounts as the Borrower shall specify to the Lender in writing.

1.2. Each Loan shall be executed in the form of a bank transfer made from the Lender’s bank accounts.

ARTICLE 2

INTEREST

2.1. For the purposes of this Article 2 only “Dollar Loan” shall mean the aggregate of the Dollar Loan divided by 0.99366 and an amount equal to the pro-rated amount of the Fees attributable to the Dollar Loan and “Euro Loan” shall mean the aggregate of the Euro Loan divided by 0.99361 and an amount equal to the Fees attributable to the Euro Loan.

2.2. Interest on the Dollar Loan shall accrue from the date of this Agreement until the repayment of the Dollar Loan and shall be paid at the rate of 9.125% per annum. Interest on the Euro Loan shall accrue from the date of this Agreement until the repayment of the Euro Loan and shall be paid at the rate of 8.875% per annum.

2.3. Accrued interest on each of the Dollar Loan and the Euro Loan shall be payable in arrears in immediately available funds not later than May 31 and November 30 of each year and in any event on such date as the Lender shall reasonably request such that the Lender shall be able to comply with its obligations to make corresponding payments in respect of the Notes. The first such interest payments shall be made on or before May 31, 2010.

2.4. If the rate of interest on the Dollar Notes or the Euro Notes increases pursuant to the terms of the Indenture: (i) the rate of interest on the Dollar Loan or the Euro Loan, as the case may be, shall increase automatically by the same percentage; and (ii) the Borrower will pay to the Lender, to cover such increase in interest rate, an amount equal to the additional rate required pursuant to the Indenture.

ARTICLE 3

REPAYMENT

3.1. The Loans (together with all costs thereon) shall mature and be repaid in full on November 30, 2016. In the event that the entire principal amount of the Dollar Notes or the Euro Notes (or a portion of the principal of such Notes) is due and payable prior to their stated maturity (whether due to a redemption or offer of payment of the Dollar Notes or the Euro Notes, a declaration of acceleration of the stated maturity date of such Notes or otherwise), the Borrower shall, promptly after demand by the Lender, repay a principal amount of the Dollar Loan or the Euro Loan, as the case may be, under this Agreement, together with the accrued interest, premiums in respect of the Notes (if any) and the amounts of any fees, costs and expenses as are due and payable under Article 4 as determined and allocated by the Lender in its absolute discretion. For the avoidance of doubt, no prepayment of the Dollar Loan or the Euro Loan (whether in whole or in part) shall be permitted unless a corresponding prepayment of the Dollar Notes or Euro Notes, as the case may be, is made concurrently therewith. Notwithstanding anything in this Agreement, the Jelegat Loan Agreement or any similar loan agreement, the Lender shall made such demand for repayment under such agreements in its discretion, provided, however, that it shall obtain from the aggregate of such demands an amount sufficient to discharge its corresponding payment obligations in respect of the Notes.

4

3.2. In the event of: (a) a declaration of an acceleration of the stated maturity of the Notes (to the extent such declaration has not been rescinded); (b) the failure by the Borrower to make a repayment of the Dollar Loan or the Euro Loan by any date specified in Section 3.1; or (c) upon the occurrence of any Event of Default, then at any time thereafter the Lender may, in its absolute discretion, by notice in writing to the Borrower cancel the Dollar Loan or the Euro Loan, as the case may be, and declare such Loan(s) to be immediately due and payable together with all interest, fees and other amounts payable hereunder and upon such declaration such sums shall become immediately due without further demand.

ARTICLE 4

FEES AND EXPENSES

4.1. The Borrower shall pay to the Lender on the maturity date such costs, expenses, fees (including the pro-rated amount of the Fees attributable to the Dollar Loan and the Fees attributable to the Euro Loan) and taxes (including legal and out-of-pocket expenses) determined by the Lender in its absolute discretion to be attributable to the Loans and incurred by the Lender in contemplation of, or otherwise in connection with: (i) the Notes; and (ii) the enforcement of any rights under this Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment). The Borrower also agrees to pay on demand to the Lender an amount equal to the amounts required to be paid in satisfaction of franchise taxes and other amounts required to be paid (or advisable) to maintain corporate existence or in satisfaction of reasonable accounting, legal, management and administrative expenses.

4.2. All expenses payable pursuant to Section 4.1 shall be paid together with Value Added Tax (if any) thereon.

4.3. The Borrower shall also incur all other expenses, in contemplation of, or otherwise in connection with the Notes (such as rating agency fees, legal, tax and financial advisory expenses), which it is obliged to pay under relevant agreements with third parties.

ARTICLE 5

PAYMENTS

5.1. If any payment under this Agreement falls due on a day that is not a Business Day, the period (or the date for payment) shall be extended to end on the next succeeding Business Day. Where a date for payment is altered under this Section, interest shall be re-calculated accordingly.

5.2. All payments by the Borrower shall be made in immediately available funds to such account as it may specify in writing, and free and clear of any present or future tax, withholding or other deduction, unconditionally and without any set-off or counter-claim whatsoever, save for any deduction which the Borrower is required to make by law.

5.3. All payments by the Borrower in respect of the Dollar Loan shall be made in US Dollars only. All payments by the Borrower in respect of the Euro Loan shall be made in Euro only.

5.4. If the Borrower is required by law to make any deduction or withhold any amounts, it shall pay to the Lender such additional amount as makes the net amount received by the Lender equal to the full amount payable if there had been no deduction or withholding. The Borrower shall promptly deliver to the Lender any receipts or other proof evidencing the amounts deducted or withheld from the amounts payable to the Lender.

5

ARTICLE 6

NOTICES

6.1. Any notice or notification in any form to be given hereunder may be delivered in person or sent by letter or facsimile addressed to:

(a) the Borrower at: ul. Bobrowiecka 00-728, Warsaw, Poland, fax +48 22 488-3410 (Attention: Mr. Christopher Biedermann); and

(b) the Lender at: Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 1990004, fax +1 610-667-3308 (Attention: James Archibold),

or in each case, to such other address(es) and marked for the attention of such other person(s) as any of the parties may from time to time notify to the others in writing.

6.2. Any such notice shall take effect, in the case of a letter, at the time of delivery, or in the case of a facsimile transmission, at the time of receipt by the sender of confirmation that the fax message has been transmitted to the addressee.

6.3. No failure or delay by the Lender in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy. The rights and remedies herein are cumulative and not exclusive of any rights and remedies provided by law.

ARTICLE 7

SEVERABILITY

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable enactment or rule of law, such provision or part shall (so far as it is illegal, invalid or unenforceable) be given no effect and shall be deemed to be not included in this Agreement, but the legality, validity and enforceability of the remainder of this Agreement (or this Agreement generally under the laws of any other jurisdiction) shall not be affected.

ARTICLE 8

NO ASSIGNMENT

Neither the rights, benefits and obligations of the Borrower nor the Lender under this Agreement are capable of assignment without the consent of the other and the trustee under the Indenture for the Notes; provided that the foregoing shall not prohibit or restrict the grant of any lien thereon in favor of the Security Agent for the Benefit of the Secured Parties (or any foreclosure thereon in accordance with the terms thereon). The Lender as an agent to the Borrower shall maintain a register (the “Register”) of the name and address of the person that has the rights, benefits and obligations as Lender hereunder. Any transfer of the rights, benefits and obligations as lender hereunder shall be reflected in the Register.

ARTICLE 9

GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.

6

ARTICLE 10

DISPUTE RESOLUTION

Any disputes arising out of or in connection with this Agreement shall be settled by the common courts having jurisdiction over the registered seat of the Borrower.

ARTICLE 11

COUNTERPARTS

This Agreement has been executed in English in two (2) counterparts.

7

CEDC FINANCE CORPORATION INTERNATIONAL, INC.
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President
CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O.
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President

EX-10.48

Exhibit 10.48

2 December 2009

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

and

JELEGAT HOLDINGS LIMITED

LOAN AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 THE LOAN	3
ARTICLE 2 INTEREST	4
ARTICLE 3 REPAYMENT	4
ARTICLE 4 FEES AND EXPENSES	4
ARTICLE 5 PAYMENTS	5
ARTICLE 6 NOTICES	5
ARTICLE 7 SEVERABILITY	6
ARTICLE 8 NO ASSIGNMENT	6
ARTICLE 9 GOVERNING LAW	6
ARTICLE 10 DISPUTE RESOLUTION	6
ARTICLE 11 COUNTERPARTS	6
ARTICLE 1 THE LOAN	3
ARTICLE 2 INTEREST	4
ARTICLE 3 REPAYMENT	4
ARTICLE 4 FEES AND EXPENSES	4
ARTICLE 5 PAYMENTS	5
ARTICLE 6 NOTICES	5
ARTICLE 7 SEVERABILITY	6
ARTICLE 8 NO ASSIGNMENT	6
ARTICLE 9 GOVERNING LAW	6
ARTICLE 10 DISPUTE RESOLUTION	6
ARTICLE 11 COUNTERPARTS	6

2

THIS LOAN AGREEMENT (the “Agreement”) signed on 2 December 2009 is entered into between:

CEDC FINANCE CORPORATION INTERNATIONAL, INC. a corporation incorporated under the laws of the State of Delaware, with its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA (the “Lender”),

and

JELEGAT HOLDINGS LIMITED a company incorporated under the laws of Cyprus, with its registered seat at 2-4 Arch Makarios Ave., Capital Center, 9^th Floor, P.O. Box 21255, Nicosia 1505, Cyprus, with registration number 256696 (the “Borrower”).

WHEREAS:

(A) As of the date of this Agreement, the Lender has issued USD 380,000,000 in 9.125% senior secured notes due in 2016 (the “Dollar Notes”) and EUR 380,000,000 in 8.875% senior secured notes due in 2016 (the “Euro Notes” and together with the Dollar Notes, the “Notes”) pursuant to an indenture dated [2] December 2009 (the “Indenture”), among the Lender, the Borrower, Central European Distribution Corporation (the “Parent”), certain subsidiaries of Parent as guarantors (together with Parent, the “Guarantors”), Deutsche Trustee Company Limited as trustee, Deutsche Trust Company Americas and Deutsche Bank Luxembourg S.A. as registrar, transfer and paying agent, Deutsche Bank AG, London Branch as principal paying agent and Polish Security Agent and TMF Trustee Limited as global security agent. The price for the Euro Notes at issue has been established at EUR 377,571,800 (with a discount of 0.639% of principal amount of the Euro Notes (the “Euro Notes Discount”)). The price for the Dollar Notes at issue has been established at USD 377,590,800 (with a discount of 0.634% of principal amount of the Dollar Notes (the “Dollar Notes Discount” and together with the Euro Notes Discount, the “Discount”)).

(B) Pursuant to a purchase agreement dated 24 November 2009 between the Lender, Parent, the Guarantors, Goldman Sachs International, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. (the “Initial Purchasers”), the Lender is obliged to pay the underwriting commission amounting to 1.4% of the aggregate principal amount of the Notes which is USD 5,320,000 with respect to the Dollar Notes (the “Fees”).

(C) The Lender intends to grant to the Borrower a loan in the amount of USD 263,985,000 (the “Loan”) from the proceeds obtained by the Lender from the issuance of the Notes. The Lender intends to enter into an agreement (the “Carey Agri Loan Agreement”) pursuant to which it will grant loans to Carey Agri International-Poland SP. Z O.O. of the remainder of the proceeds obtained by the Lender from the issuance of the Notes (the “Carey Agri Loans”).

Capitalised terms used herein and not otherwise defined, shall have the meanings assigned to them in the Indenture.

NOW, THEREFORE, THE PARTIES AGREED AS FOLLOWS:

ARTICLE 1

THE LOAN

1.1. The Loan shall be made in one advance and paid to the Borrower on the date of this Agreement. The Loan shall be paid to such accounts as the Borrower shall specify to the Lender in writing.

3

1.2. The Loan shall be executed in the form of a bank transfer made from the Lender’s bank accounts.

ARTICLE 2

INTEREST

2.1. For the purposes of this Article 2 only “Loan” shall mean the aggregate of the Loan divided by 0.99366 and an amount equal to the pro-rated amount of the Fees attributable to the Loan.

2.2. Interest on the Loan shall accrue from the date of this Agreement until the repayment of the Loan and shall be paid at the rate of 9.125% per annum.

2.3. Accrued interest on the Loan shall be payable in arrears in immediately available funds not later than May 31 and November 30 of each year and in any event on such date as the Lender shall reasonably request such that the Lender shall be able to comply with its obligations to make corresponding payments in respect of the Notes. The first such interest payments shall be made on or before May 31, 2010.

2.4. If the rate of interest on the Dollar Notes increases pursuant to the terms of the Indenture: (i) the rate of interest on the Loan shall increase automatically by the same percentage; and (ii) the Borrower will pay to the Lender, to cover such increase in interest rate, an amount equal to the additional rate required pursuant to the Indenture.

ARTICLE 3

REPAYMENT

3.1. The Loan (together with all costs thereon) shall mature and be repaid in full on November 30, 2016. In the event that the entire principal amount of the Dollar Notes (or a portion of the principal of such Notes) is due and payable prior to their stated maturity (whether due to a redemption or offer of payment of the Dollar Notes, a declaration of acceleration of the stated maturity date of such Notes or otherwise), the Borrower shall, promptly after demand by the Lender, repay a principal amount of the Loan under this Agreement, together with the accrued interest, premiums in respect of the Notes (if any) and the amounts of any fees, costs and expenses as are due and payable under Article 4 as determined and allocated by the Lender in its absolute discretion. For the avoidance of doubt, no prepayment of the Loan (whether in whole or in part) shall be permitted unless a corresponding prepayment of the Dollar Notes is made concurrently therewith. Notwithstanding anything in this Agreement, the Carey Agri Loan Agreement, or any similar loan agreement, Lender shall make such demand for repayment under such agreements in its discretion provided, however, that it shall obtain from the aggregate of such demands an amount sufficient to discharge its corresponding payment obligations in respect of the Notes.

3.2. In the event of: (a) a declaration of an acceleration of the stated maturity of the Notes (to the extent such declaration has not been rescinded); (b) the failure by the Borrower to make a repayment of the Loan by any date specified in Section 3.1; or (c) upon the occurrence of any Event of Default, then at any time thereafter the Lender may, in its absolute discretion, by notice in writing to the Borrower cancel the Loan and declare such Loan to be immediately due and payable together with all interest, fees and other amounts payable hereunder and upon such declaration such sums shall become immediately due without further demand.

ARTICLE 4

FEES AND EXPENSES

4.1. The Borrower shall pay to the Lender on the maturity date such costs, expenses, fees (including, but not limited to the pro-rated amount of the Fees attributable to the Loan) and

4

taxes (legal and out-of-pocket expenses) determined by the Lender in its absolute discretion to be attributable to the Loan and incurred by the Lender in contemplation of, or otherwise in connection with: (i) the Notes; and (ii) the enforcement of any rights under this Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment). The Borrower also agrees to pay on demand to the Lender an amount equal to the amounts required to be paid in satisfaction of franchise taxes and other amounts required to be paid (or advisable) to maintain corporate existence or in satisfaction of reasonable accounting, legal, management and administrative expenses.

4.2. All expenses payable pursuant to Section 4.1 shall be paid together with Value Added Tax (if any) thereon.

4.3. The Borrower shall also incur all other expenses, in contemplation of, or otherwise in connection with the Notes (such as rating agency fees, legal, tax and financial advisory expenses), which it is obliged to pay under relevant agreements with third parties.

ARTICLE 5

PAYMENTS

5.1. If any payment under this Agreement falls due on a day that is not a Business Day, the period (or the date for payment) shall be extended to end on the next succeeding Business Day. Where a date for payment is altered under this Section, interest shall be re-calculated accordingly.

5.2. All payments by the Borrower shall be made in immediately available funds to such account as it may specify in writing, and free and clear of any present or future tax, withholding or other deduction, unconditionally and without any set-off or counter-claim whatsoever, save for any deduction which the Borrower is required to make by law.

5.3. All payments by the Borrower in respect of the Loan shall be made in US Dollars only.

5.4. If the Borrower is required by law to make any deduction or withhold any amounts, it shall pay to the Lender such additional amount as makes the net amount received by the Lender equal to the full amount payable if there had been no deduction or withholding. The Borrower shall promptly deliver to the Lender any receipts or other proof evidencing the amounts deducted or withheld from the amounts payable to the Lender.

ARTICLE 6

NOTICES

6.1. Any notice or notification in any form to be given hereunder may be delivered in person or sent by letter or facsimile addressed to:

(a) the Borrower at: ul. Bobrowiecka 00-728, Warsaw, Poland, fax +48 22 488 3410 (Attention: Mr. Christopher Biedermann); and

(b) the Lender at: Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 1990004, fax +1 610-667-3308 (Attention: James Archibold),

or in each case, to such other address(es) and marked for the attention of such other person(s) as any of the parties may from time to time notify to the others in writing.

6.2. Any such notice shall take effect, in the case of a letter, at the time of delivery, or in the case of a facsimile transmission, at the time of receipt by the sender of confirmation that the fax message has been transmitted to the addressee.

5

6.3. No failure or delay by the Lender in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy. The rights and remedies herein are cumulative and not exclusive of any rights and remedies provided by law.

ARTICLE 7

SEVERABILITY

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable enactment or rule of law, such provision or part shall (so far as it is illegal, invalid or unenforceable) be given no effect and shall be deemed to be not included in this Agreement, but the legality, validity and enforceability of the remainder of this Agreement (or this Agreement generally under the laws of any other jurisdiction) shall not be affected.

ARTICLE 8

NO ASSIGNMENT

Neither the rights, benefits and obligations of the Borrower nor the Lender under this Agreement are capable of assignment without the consent of the other and the trustee under the Indenture for the Notes; provided that the foregoing shall not prohibit or restrict the grant of any lien thereon in favor of the Security Agent for the Benefit of the Secured Parties (or any foreclosure thereon in accordance with the terms thereon). The Lender as an agent to the Borrower shall maintain a register (the “Register”) of the name and address of the person that has the rights, benefits and obligations as Lender hereunder. Any transfer of the rights, benefits and obligations as lender hereunder shall be reflected in the Register.

ARTICLE 9

GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.

ARTICLE 10

DISPUTE RESOLUTION

Any disputes arising out of or in connection with this Agreement shall be settled by the common courts having jurisdiction over the registered seat of the Borrower.

ARTICLE 11

COUNTERPARTS

This Agreement has been executed in English in two (2) counterparts.

6

CEDC FINANCE CORPORATION INTERNATIONAL, INC.
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	President
JELEGAT HOLDINGS LIMITED
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Director

EX-10.49

Exhibit 10.49

EXECUTION VERSION

DATED 1 DECEMBER 2009

JELEGAT HOLDINGS LIMITED

as the Lender

and

JOINT STOCK COMPANY «DISTILLERY «TOPAZ»

OOO “FIRST TULA DISTILLERY”

BRAVO PREMIUM LLC

LIMITED LIABILITY COMPANY «THE TRADING HOUSE «RUSSIAN

ALCOHOL»

JOINT STOCK COMPANY «RUSSIAN ALCOHOL GROUP»

ZAO “SIBIRSKY LVZ”

CLOSED JOINT STOCK COMPANY «MID-RUSSIAN DISTILLERIES»

as the Borrowers

ON-LOAN FACILITY AGREEMENT

TABLE OF CONTENTS

1.	INTERPRETATION	3
2.	ADVANCE	5
3.	PAYMENT OF INTEREST AND PRINCIPAL	5
4.	DEMAND	5
5.	PREPAYMENT	6
6.	TAXES	6
7.	UNDERTAKINGS	6
8.	REPRESENTATIONS	6
9.	ASSIGNMENT AND TRANSFER	7
10.	REMEDIES, WAIVERS AND PARTIAL INVALIDITY	8
11.	CERTIFICATE	8
12.	GENERAL	8
13.	NOTICES	8
14.	GOVERNING LAW AND JURISDICTION	12
15.	SERVICE OF PROCESS	13
16.	COUNTERPARTS	13
SCHEDULE 1 Security Arrangements		14

THIS ON-LOAN FACILITY (this “AGREEMENT”) is made on 1 DECEMBER 2009 BETWEEN:

(1) JELEGAT HOLDINGS LIMITED, a company incorporated in Cyprus (corporate identity no. 256696) having its registered office at: 2-4 Arch Makarios Ave., Capital Center, 9th Floor, P.O. Box 21255, Nicosia 1505, Cyprus (the “Lender”); and

(2) JOINT STOCK COMPANY «DISTILLERY «TOPAZ», a company incorporated under the laws of Russia (principal state registration number: 1025004907916) having its registered office at 46, Oktyabrskaya str., Pushkino, Moscow region, 141200, Russia, OOO “FIRST TULA DISTILLERY”a company incorporated under the laws of Russia (principal state registration number: 1047101123630) having its registered office at 5, Nekrasova street, Tula, the Tula region, 300045, Russia, BRAVO PREMIUM LLC, a company incorporated under the laws of Russia (principal state registration number: 1027804850303) having its registered office at Liter A, 52/4, Kuznetsovskaya str., Saint-Petersburg, I96I05, Russian Federation, LIMITED LIABILITY COMPANY «THE TRADING HOUSE «RUSSIAN ALCOHOL», a company incorporated under the laws of Russia (principal state registration number: 1047796690611) having its registered office at 3, Krasnayasosna str., Moscow, 129337, Russian Federation, ZAO “SIBIRSKY LVZ”, a company incorporated under the laws of Russia (principal state registration number: 1075475004087) having its registered office at, industrial area of Sibirsky LVZ, No 1, Koltsovo, Novosibirsk district, Novosibirsk region, 630559, Russian Federation, CLOSED JOINT STOCK COMPANY «MID-RUSSIAN DISTILLERIES», a company incorporated under the laws of Russia (principal state registration number 1057747177861) having its registered office at Degtyarny per. 5. corp. 2, Moscow, 125009, Russian Federation, JOINT STOCK COMPANY «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 (acting on its own behalf and as a Managing Company on behalf of the following above mentioned companies: JOINT STOCK COMPANY «DISTILLERY «TOPAZ», OOO “FIRST TULA DISTILLERY” and ZAO “SIBIRSKY LVZ” ) (the “Borrowers” and each a “Borrower”).

THE PARTIES AGREE as follows:

1. INTERPRETATION

1.1 In this Agreement:

“Advances” means the advances set out under clause 2.1 and an “Advance” refers to any one of them;

“Advance Date” means the date on which each Advance will be made by the Lender being such date prior to the Repayment Date as the Lender and the Borrowers shall agree in writing;

“Allocable Arrangement and Commitment Fee” means, for each Borrower, $3,772,519 multiplied by that Borrower’s Pro Rated Percentage;

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

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“Jelegat Loan” means the loan agreement between CEDC Finance Corporation International, Inc. and the Lender to be entered into on 2 December 2009;

“Interest Payment Date” means 30 May 2010 and semi annual dates thereafter;

“Lender’s Account” means the account number in the name of the Lender as shall be notified to the Borrowers under this Agreement;

“Pro-Rated Percentage” means, in respect of each Borrower, the amount of that Borrower’s Advance divided by the aggregate amount of all Advances outstanding expressed as a percentage;

“RAG Guarantor Accession Date” has the meaning ascribed to it in the Jelegat Loan;

“Repayment Date” means 29 November 2016; and

“Repayment Fee” means, for each Borrower, $1,708,414 multiplied by the Pro-Rated Percentage.

1.2 In this Agreement, a reference to:

1.2.1  words importing the singular shall include the plural and vice versa;

1.2.2  a clause, paragraph or schedule, unless the context otherwise requires, is a reference to a clause or paragraph of, or schedule to, this Agreement;

1.2.3  any document shall be construed as references to that document as amended, varied, novated or supplemented;

1.2.4  any statute or statutory provision include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;

1.2.5  the words “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

1.2.6  the words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words where a wider construction is possible;

1.2.7  a “person” shall be construed so as to include that person’s assigns, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency of a state; and

1.2.8  “$” or “Dollars” shall mean the lawful currency of the United States of America.

1.3 The headings in this Agreement do not affect its interpretation.

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2. ADVANCE

2.1 On the Advance Date, the Lender shall make the following Advances to the Borrowers:

2.1.1 $193,995,000 to JOINT STOCK COMPANY «DISTILLERY «TOPAZ»;

2.1.2 $13,400,000 to OOO “FIRST TULA DISTILLERY”;

2.1.3 $18,000,000 to BRAVO PREMIUM LLC;

2.1.4 $5,000 to LIMITED LIABILITY COMPANY «THE TRADING HOUSE «RUSSIAN ALCOHOL»;

2.1.5 $15,680,000 to JOINT STOCK COMPANY «RUSSIAN ALCOHOL GROUP»;

2.1.6 $22,900,000 to ZAO “SIBIRSKY LVZ”; and

2.1.7 $5,000 to CLOSED STOCK COMPANY «MID-RUSSIAN DISTILLERIES».

3. PAYMENT OF INTEREST AND PRINCIPAL

3.1 Scheduled Interest

3.1.1 Each Borrower shall pay interest on its respective Advance at the rate of 9.50 per cent. per annum.

3.1.2 If the rate of interest under the Jelegat Loan increases pursuant to its terms the rate of interest on each Advance shall increase automatically by the same percentage.

3.1.3 Interest on each Advance will be computed by reference to interest periods of six months. Interest will be calculated on the basis of days outstanding in a 365 day year.

3.1.4 Interest shall be payable by each Borrower to the Lender in immediately available funds not later than the Interest Payment Dates. In the event that any Interest Payment Date is not a Business Day such interest shall be paid in immediately available funds not later than the Business Day immediately preceding the relevant Interest Payment Date.

3.2 Repayment of Advance

Unless otherwise demanded and repaid under this Agreement, each Borrower shall repay on the Repayment Date its respective Advance in full to the Lender together with all interest accrued thereon and all other amounts due from the Borrower under this Agreement together with the Allocable Arrangement and Commitment Fee and the Repayment Fee.

4. DEMAND

Notwithstanding any other provision of this Agreement, the Lender may demand repayment by the Borrowers of all or any part of their respective Advances (together with the Allocable Arrangement and Commitment Fee and the Repayment Fee) in the

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amount of the Lender’s first demand for such repayment. Any such repayment shall be made together with any other amounts (whether of principal, interest or otherwise) due under this Agreement. To the extent that the Borrowers repay part of their respective Advances under this Clause 4, the Allocable Arrangement and Commitment Fee and the Repayment Fee will each be pro-rated by reference to the amount of the Advance being repaid.

5. PREPAYMENT

5.1 Prepayment of Advance

5.1.1 No Borrower may repay all or any part of the Advances except at the times and in the manner expressly provided for in this Agreement. All prepayments under this Agreement shall be irrevocable.

5.1.2 Notwithstanding the provisions of Clause 5.1.1, or any other provision of this Agreement, each Borrower shall be entitled to prepay or reduce the amount of its Advance in any manner at the request of the Lender to facilitate or otherwise accommodate or reflect a corresponding repayment, redemption or repurchase under the Jelegat Loan.

5.2 No Reborrowing

No Borrower shall be entitled to reborrow any amount paid.

6. TAXES

6.1 All payments to be made by the Borrowers to the Lender hereunder shall be made free and clear of and without deduction for or on account of all present or future taxes, withholding, levies, duties, imposts and deductions.

7. UNDERTAKINGS

Each Borrower hereby undertakes to cooperate with the Lender and any agent appointed by the Lender in relation thereto to effect the security arrangements set out in Schedule 1 to this Agreement in so far as such arrangements pertain to such Borrower and/or its subsidiary. The parties agree to effect such security arrangements within the time periods specified in Schedule 1.

8. REPRESENTATIONS

Each Borrower makes the representations and warranties set out in this clause 8 to the Lender on the date of this Agreement.

8.1 Status

8.1.1 It is duly incorporated and validly existing under the law of its jurisdiction of incorporation.

8.1.2 It has the power to own its assets and carry on its business as it is being conducted.

8.2 Binding obligations

The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations.

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8.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by this Agreement do not and will not conflict with:

8.3.1 any law or regulation applicable to it; or

8.3.2 its constitutional documents.

8.4 Power and authority

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 Agreement to which it is a party and the transactions contemplated by this Agreement.

8.5 Validity and admissibility in evidence

All authorisations required:

8.5.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement; and

8.5.2 to make this Agreement admissible in evidence in its jurisdiction of incorporation,

8.5.3 have been obtained or effected and are in full force and effect.

8.6 Pari passu ranking

At all times any unsecured and unsubordinated claims of the Lender against it under this Agreement shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for those creditors whose claims are mandatorily preferred by law applying to companies generally.

9. ASSIGNMENT AND TRANSFER

9.1 Binding Agreement

This Agreement shall be binding upon and inure to the benefit of each party hereto and its or any subsequent successors and assignees.

9.2 Assignments and Transfers

Save for the assignment of this Agreement to be entered into between the Lender and TMF Trustee Limited, neither the Borrowers nor the Lender shall be entitled to assign or transfer all or any of their respective rights, benefits and obligations hereunder without the prior written consent of the Borrowers in the case of the Lender or the Lender in the case of a Borrower and TMF Trustee Limited in either case. The Lender as an agent of the Borrowers shall maintain a register (the “Register”) of the name and address of the person that has rights, benefits and obligations as Lender hereunder. Any transfer of rights, benefits and obligations of the Lender hereunder shall be reflected in the Register.

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10. REMEDIES, WAIVERS AND PARTIAL INVALIDITY

10.1 No failure by the Lender to exercise, nor any delay by the Lender in exercising, any right or remedy hereunder shall operate as a waiver thereof, or shall any single or partial exercise of any other right or remedy prevent any further or another exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any other rights nor remedies provided by law.

10.2 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect:

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

10.2.2 the legality, validity or enforceability under the laws of any other jurisdiction of that or another provision of this Agreement.

11. CERTIFICATE

A certificate from the Lender as to the amount at any time due from a Borrower to the Lender in relation to an Advance shall, in the absence of manifest error, be conclusive.

12. GENERAL

12.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party.

12.2 Save as otherwise provided herein, any payment to be made by any party under this Agreement shall be made in the currency of the relevant Advance (or as otherwise determined by the Lender) and in full without any set-off, restriction, condition or deduction for or on account of any counterclaim.

12.3 Except as provided herein, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.4 Unless otherwise specified in writing, all payments to the Lender under this Agreement shall be made to the Lender’s Account.

13. NOTICES

13.1 A notice or other communication under or in connection with this Agreement (a “Notice”) shall be:

13.1.1  in writing;

13.1.2  in the English language; and

13.1.3  sent by first class post (and air mail if overseas) or by fax as set out below:

(a) for Joint Stock Company «Distillery «Topaz» at:

46, Oktyabrskaya str.

Pushkino

Moscow region

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141200

Russia

Facsimile: +7 (495) 993-33-36

Attention: General Director

(b) for OOO “First Tula Distillery” at:

5, Nekrasova street

Tula

the Tula region

300045

Russia

Facsimile: +7 (4872) 25-02-25

Attention: General Director

(c) for Bravo Premium LLC at:

Liter A, 52/4

Kuznetsovskaya str.

Saint-Petersburg

I96I05

Russian Federation

Facsimile: +7 (812)336-48-86

Attention: General Director

(d) for Limited Liability Company «The Trading House «Russian

Alcohol» at:

3, Krasnaya sosna str.

Moscow

129337

Russian Federation

Facsimile: +7 (495) 642-82-83

Attention: General Director

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(e) for Joint Stock Company «Russian Alcohol Group» at:

1, Eniseiskaya str.

Moscow

129344

Russian Federation

Facsimile: +7 (495) 642-82-83

Attention: General Director

(f) for ZAO “Sibirsky LVZ” at:

industrial area of Sibirsky LVZ, No 1

Koltsovo

Novosibirsk district

Novosibirsk region

630559

Russian Federation

Facsimile: +7 (383) 363-33-98

Attention: General Director

(g) for Closed Joint Stock Company «Mid-Russian Distilleries» at:

Building 1, 1st Eniseiskaya str.

Moscow

129344

Russian Federation

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Facsimile: +7 (495) 993-33-36

Attention: General Director

and for each of (a) to (g) with a copy to (but which shall not constitute notice):

Joint Stock Company «Russian Alcohol Group» at:

1, Eniseiskaya str.

Moscow

129344

Russian Federation

Facsimile: +7 (495) 642-82-83

Attention: General Director

(h) for the Lender at:

Jelegat Holdings Limited

2-4 Arch Makarios Ave.

Capital Center

9th Floor

P.O. Box 21255

Nicosia 1505

Cyprus

Facsimile: +(357) 22670670

Attention: Corporate Secretary

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

Central European Distribution Corporation at:

Two Bala Plaza, Suite 300

Bala Cynwyd, PA 19004

U.S.A.

Facsimile: +48 22 455 1810

Attention: Chris Biedermann, Chief Financial Officer

and

Biuro Zarządu CEDC

11

Bobrowiecka 6, 00-728,

Warsaw

Poland

Facsimile: +48 22 45 66 001

Attention: the CEDC Management Board

13.2 Unless there is evidence that it was received earlier, a Notice is deemed given if:

13.2.1  sent by mail, ten (10) Business Days after posting it; and

13.2.2  sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine.

14. GOVERNING LAW AND JURISDICTION

14.1 This Agreement is governed by English law.

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14.2 Subject to clause 14.4, the courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “Dispute”) including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity.

14.3 The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

14.4 In addition to clause 14.2 above, the Lender shall have the right to refer any dispute which may arise out of or in connection with this Agreement to final and binding arbitration in London, England, pursuant to the arbitration rules of LCIA (the “LCIA Rules”). The language of the arbitration proceedings shall be English. Such arbitration shall be conducted by an arbitrator appointed in accordance with LCIA Rules. The seat or legal place of arbitration shall be deemed to be England, and accordingly the substantive laws of England shall be applicable for purposes of the arbitration. The procedural law for any reference to arbitration shall be English law. Any right of appeal or reference on points of law to the courts is hereby waived, to the extent that such waiver can be validly made. The arbitral tribunal shall have the power to order on a provisional basis any relief which it would have power to grant in a final award. Any award given by the arbitrator shall be final and binding on the Parties and shall be in lieu of any other remedy.

15. SERVICE OF PROCESS

15.1 Without prejudice to any other mode of service allowed under any relevant law, each Borrower:

15.1.1  irrevocably appoints Law Debenture Corporate Services Limited, Fifth Floor 100 Wood Street, London, EC2V 7EX as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

15.1.2  agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

15.2 Without prejudice to any other mode of service allowed under any relevant law, the Lender:

15.2.1  irrevocably appoints Law Debenture Corporate Services Limited, Fifth Floor 100 Wood Street, London, EC2V 7EX as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

15.2.2  agrees that failure by a process agent to notify the Lender of the process will not invalidate the proceedings concerned.

16. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

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SCHEDULE 1

SECURITY ARRANGEMENTS

1. Within two months of the RAG Guarantor Accession Date each Borrower shall enter into arrangements with the Lender and any agent appointed by the Lender to provide as security to the Advances, registered pledges of participatory interests of or the shares in, as appropriate, each of the Borrowers.

2. Within two months of the RAG Guarantor Accession Date each Borrower, the Lender and any agent appointed by the Lender shall enter into arrangements to provide as security to the Advances, assignments of:

2.1 the rights under each non-Russian bank account; and

2.2 withdrawal rights agreements for each Russian bank account,

of each of the Borrowers containing at least $5.0 million (or the U.S. dollar equivalent thereof) in deposits, measured as of 13 November 2009, and thereafter as of the last day of each fiscal quarter after 2 December 2009.

3. Within six months of the RAG Guarantor Accession Date the relevant Borrower, the Lender and any agent appointed by the Lender shall enter into arrangements to provide as security to the Advances, mortgage agreements and evidence of filing motions with the appropriate registry to register the mortgages over real property, land rights and fixtures (to the extent qualified as real property under Russian law) of:

3.1 the distillery belonging to ZAO “Sibirsky LVZ”, with the address: industrial area of Sibirsky LVZ, No ,1Koltsovo, Novosibirsk district, Novosibirsk region, Russia; and

3.2 the factory belonging to OOO “First Tula Distillery”, with the address: 5, Nekrasova street, Tula, the Tula region, Russia.

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THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

THE LENDER

JELEGAT HOLDINGS LIMITED
By:	/s/ William V. Carey
Name:	William V. Carey
Title:	Director

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THE BORROWERS
JOINT STOCK COMPANY «DISTILLERY «TOPAZ»
By:	/s/ Carlo Radicati di Primeglio
Name:	Carlo Radicati di Primeglio
Title:	General Director of the Managing Company
By:	/s/ Platonova Tatiana Ivanovna
Name:	Platonova Tatiana Ivanovna
Title:	Chief Accountant

Address: 46, Oktyabrskaya str. Pushkino Moscow region 141200 Russia

OOO “FIRST TULA DISTILLERY”
By:	/s/ Carlo Radicati di Primeglio
Name:	Carlo Radicati di Primeglio
Title:	General Director of the Managing Company
By:	/s/ Shagunova Natalia Alexandrovna
Name:	Shagunova Natalia Alexandrovna
Title:	Chief Accountant

Address: 5, Nekrasova street Tula the Tula region 300045 Russia

BRAVO PREMIUM LLC
By:	/s/ Kopitel Sergey Igorevich
Name:	Kopitel Sergey Igorevich
Title:	General Director
By:	/s/ Marugina Elena Vladimirovna
Name:	Marugina Elena Vladimirovna
Title:	Chief Accountant

Address: Liter A, 52/4 Kuznetsovskaya str. Saint-Petersburg 196105 Russian Federation

LIMITED LIABILITY COMPANY
«THE TRADING HOUSE «RUSSIAN ALCOHOL»
By:	/s/ Yablokov Evgeny Vladimirovich
Name:	Yablokov Evgeny Vladimirovich
Title:	General Director

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By:	/s/ Yakubovskaya Irina Ivanovna
Name:	Yakubovskaya Irina Ivanovna
Title:	Chief Accountant

Address: 3, Krasnaya sosna str. Moscow 129337 Russian Federation

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JOINT STOCK COMPANY «RUSSIAN ALCOHOL GROUP»
By:	/s/ Carlo Radicati di Primeglio
Name:	Carlo Radicati di Primeglio
Title:	General Director
By:	/s/ Lavrinovich Tatiana Germonovna
Name:	Lavrinovich Tatiana Germonovna
Title:	Chief Accountant

Address: 1, Eniseiskaya str. Moscow 129344 Russian Federation

ZAO “SIBIRSKY LVZ”
By:	/s/ Carlo Radicati di Primeglio
Name:	Carlo Radicati di Primeglio
Title:	General Director of the Managing Company
By:	/s/ Ilina Irina Nikolaevna
Name:	Ilina Irina Nikolaevna
Title:	Chief Accountant

Address: Industrial area of Sibirsky LVZ, No 1, Koltsovo, Novosibirsk district Novosibirisk region, 630559, Russia

CLOSED JOINT STOCK COMPANY «MID-RUSSIAN DISTILLERIES»
By:	/s/ Zhangozin Kairat Nakoshevich
Name:	Zhangozin Kairat Nakoshevich
Title:	General Director
By:	/s/ Kolmakova Irina Nikolaevna
Name:	Kolmakova Irina Nikolaevna
Title:	Chief Accountant

Address: Degtyainmyper.5. corp 2 Moscow 125009 Russia

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EX-10.50

Exhibit 10.50

RESTRICTED STOCK AWARD AGREEMENT

Central European Distribution Corporation

2007 Stock Incentive Plan

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of the 1st day of January, 2010 (the “Grant Date”), between Central European Distribution Corporation, a Delaware corporation (the “Company”), and [            ] (the “Grantee”), is made pursuant to the terms of the Central European Distribution Corporation 2007 Stock Incentive Plan (the “Plan”).

Section 1. Definitions. Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 2. Restricted Stock Award. The Company hereby grants [            ] shares of Restricted Stock (the “Restricted Stock Award”). The Restricted Stock Award hereunder shall be subject to the conditions hereinafter provided and subject to the terms and conditions set forth in the Plan, a copy of which the Grantee acknowledges having received.

Section 3. Vesting Requirements.

(a) Time-Based Vesting. Subject to the terms of the Plan and this Agreement, fifty percent (50%) of the Restricted Stock Award shall become fully vested upon the second anniversary of the Grant Date, unless earlier terminated.

(b) Performance-Based Vesting. Subject to the terms of the Plan and this Agreement, fifty percent (50%) of the Restricted Stock Award shall become vested (such portion of the Restricted Stock Award, the “Performance-Based Award”) in three annual installments based on the level of achievement of certain performance goals for the 2010, 2011 and 2012 fiscal years (the “Performance Goals”), which will be established no later than January 31, 2010 based on projections to be agreed to by the Company’s Board of Directors. The vesting for one-half of the Performance-Based Award will be determined based on the achievement of Performance Goals relating to the Company’s comparable earnings per Share and the vesting for the other half of the Performance-Based Award will be determined based on the achievement of Performance Goals relating to the Company’s ratio of net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”). Any vesting of the Performance-Based Award will be pro rated according to the Company’s actual performance for the respective fiscal year relative to the Performance Goals, as measured upon receipt of final audited financials and an audit opinion. Underachievement of the Performance Goals (ranging from 70%- 99%)

will result in the vesting of a proportional amount of the Performance-Based Award, with the difference to be forfeited by the Grantee. Overachievement of the Performance Goals (ranging from 101-150%) will result in the granting of new shares of Restricted Stock, which will be granted, as determined by the Committee, in accordance with the terms of the Plan. One-third of the Restricted Stock Award will vest on the date that the Company receives the final audited financials for the Company and related audit opinion relating to relevant fiscal year for which the Performance Goals have been established, provided that the Grantee is employed on such date of receipt by the Company and the applicable Performance Goals have been satisfied.

Section 4. Termination of Employment. In the event of the Grantee’s termination of employment for reasons other than death or “permanent and total disability” in accordance with Section 14.6 of the Plan the unvested portion of the Restricted Stock Award granted hereunder shall be forfeited and automatically cancelled. If the Grantee dies while employed, the Restricted Stock Award shall fully vest as of the date of death in accordance with Section 14.7 of the Plan. Upon the Grantee’s termination of employment as a result of “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) in accordance with

Section 14.8 of the Plan, the Restricted Stock Award shall fully vest as of the date of the Grantee’s termination of employment.

Section 5. Section 83(b) Election. The Grantee hereby acknowledges that the Grantee may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock (less any purchase price paid for the Shares), provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the grant of such Restricted Stock. The Grantee will seek the advice of the Grantee own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of the Restricted Stock award under federal, state, and any other laws that may be applicable. The Company and its affiliates and agents have not and are not providing any tax advice to the Grantee.

Section 6. Restrictions on Transfer. No portion of the Restricted Stock Award hereunder may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Grantee, other than to the Company as a result of forfeiture of the Restricted Stock Award as provided herein, unless and until the vesting of the Restricted Stock Award in accordance with Section 3 or Section 8 hereof.

Section 7. Limitation of Rights. The Grantee shall have the right to vote the shares of Restricted Stock and the right to receive any dividends declared or paid with respect to such shares of Restricted Stock. Any dividend paid on the shares of Restricted Stock shall be reinvested in shares of Stock, which shall be subject to the same vesting condition and restrictions as applicable to the Restrictive Stock Award. All distributions, if any, received by the Grantee with respect to the Restricted Stock Award as a result of any stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Restricted Stock Award. Nothing in this Agreement shall confer upon the Grantee any right to continue as an employee of the Company or any Subsidiary or to interfere in any way with any right of the Company to terminate the Grantee’s employment at any time.

Section 8. Changes in Capitalization. The Restricted Stock Award shall be subject to the provisions of Section 18 of the Plan relating to adjustments for changes in corporate capitalization, without regard to the acceleration of vesting and lapse of forfeiture or transfer restrictions in connection with a Change in Control provided under Section 18.3 of the Plan. Upon a Change in Control, unless otherwise provided in the transaction documents related to such Change in Control, unvested shares of Restricted Stock will continue to vest in accordance with Section 3(a) and 3(b) hereof and will continue to be subject to forfeiture in accordance with the terms of this Agreement.

Section 9. Notices. Any notice hereunder by the Grantee shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Secretary of the Company. Any notice hereunder by the Company shall be given to the Grantee in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Grantee may have on file with the Company.

Section 10. Construction. This Agreement and the Restricted Stock Award hereunder are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Grantee hereby acknowledges that a copy of the Plan has been delivered to the Grantee and accepts the Restricted Stock Award hereunder subject to all terms and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Grantee.

Section 11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding the choice of law rules thereof.

Section 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Grantee and the successors of the Company.

Section 14. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company and the Grantee have executed this Restricted Stock Award Agreement effective as of the date first above written.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:
	Name: William Carey
	Title: CEO, Chairman and President

PARTICIPANT
By:
	Name: [            ]

EX-10.51

Exhibit 10.51

SHAREHOLDERS AGREEMENT

AMONG

(1) WHITE HORSE INTERVEST LIMITED

and

(2) BOLS SP. Z O.O.

and

(3) CENTRAL EUROPEAN DISTRIBUTION CORPORATION

and

(4) COPECRESTO ENTERPRISES LIMITED

relating to

COPECRESTO ENTERPRISES LIMITED

CONTENTS

		Page
1.	Definitions and Interpretation		3
2.	Shareholder Warranties		4
3.	The Business of the Company, its Purpose, and Dealings with Shareholders		5
4.	Funding and Dividend Policy		6
5.	Constitution and Meetings of the Board		7
6.	Shareholders’ Meetings		11
7.	Control and Management of the Company		13
8.	Conduct of the Company		13
9.	Preparation and Dissemination of Information		18
10.	Shareholders’ Undertakings		19
11.	Restrictions on Share Dealings		22
12.	Deadlock		26
13.	Default		26
14.	Transfers of Shares Upon Default		29
15.	Guarantee of CEDC		30
16.	Termination		30
17.	Announcements		31
18.	Confidentiality		31
19.	Notices		32
20.	Costs		34
21.	General		34
Schedules
1.	Definitions
2.	Key Decisions
3.	Licenses
4.	New Production Facilities
5.	Term Sheet
6.	Deed of Adherence
7.	Company Articles
8.	Base Strategic Plan
9.	Certain Employees

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on 13 March, 2008 among:

(1) 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 (“White Horse”);

(2) 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 (“Bols”); and

(3) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated under the laws of the State of Delaware whose registered office is at 2 Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania, 19004, USA (“CEDC” and together with Bols, the “CEDC Shareholders”); and

(4) COPECRESTO ENTERPRISES LIMITED, a company incorporated under the laws of the Republic of Cyprus whose registered office is at Arch Makariou III, 2-4 Capital Center, 9th floor P.C. 1065, Nicosia, Cyprus (the “Company”).

WHEREAS, the Company has an authorised share capital of $4,000 divided into 4,000 Shares of $1.00 each, which Shares have been issued and are legally and beneficially owned by White Horse.

WHEREAS, pursuant to and on and subject to the terms and conditions of a share purchase agreement between the CEDC Shareholders, William V. Carey and White Horse dated 11 March, 2008 (the “SPA”), the CEDC Shareholders have together agreed to acquire 3,400 of those Shares (being 85 per cent. of the outstanding and issued share capital of the Company) from White Horse.

WHEREAS, the parties are entering into this Agreement for the purpose of setting out:

(a) certain agreed matters relating to the business, financing, conduct and management of the Company and its Subsidiaries; and

(b) their rights, duties and obligations with respect to the Company, its Subsidiaries and each other as shareholders of the Company.

WHEREBY IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement and the Schedules to it the capitalized terms set out in Schedule 1 shall have the meanings therein ascribed thereto.

1.2 Interpretation

In this Agreement, unless otherwise specified:

(a) 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;

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(b) 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;

(c) headings to Clauses and Schedules are for convenience only and do not affect the interpretation of this Agreement;

(d) the Schedules 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 Schedules;

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

(f) 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;

(g) 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;

(h) words importing the singular include the plural and vice versa, words importing a gender include every gender;

(i) references to a “party” or “parties” means a party or the parties to this Agreement;

(j) references to “indemnify” and “indemnifying” any person against any matter or circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs or expenses made or incurred by that person as a consequence of or which would not have arisen but for that matter or circumstance;

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

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

(m) 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.

2. SHAREHOLDER WARRANTIES

Each Shareholder warrants to each of the other parties that:

(a) (unless a natural person) such Shareholder has been duly organised, properly registered as a legal entity and is validly existing under the laws of the jurisdiction of its organisation;

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(b) it has full power to enter into and perform its obligations under this Agreement and has taken all necessary corporate and other action to approve and authorise the transactions contemplated by this Agreement;

(c) this Agreement constitutes its valid and binding obligations enforceable in accordance with its terms, subject to general principles of equity and laws affecting creditors’ rights generally; and

(d) all relevant consents (if any) to its entering into this Agreement have been obtained and neither the entering into nor the performance by it of its obligations under this Agreement will constitute or result in any breach of any contractual or legal restriction binding on it or on its assets or undertaking.

3. THE BUSINESS OF THE COMPANY, ITS PURPOSE, AND DEALINGS WITH SHAREHOLDERS

3.1 Purpose

The purpose of the Company and the Group shall be to carry on the businesses of the production, marketing, distribution, and sale of alcoholic beverages and matters incidental to or in support of such businesses (the “Business”).

3.2 Non-Competition, Dealings with Shareholders

(a) White Horse undertakes to the Company that it will not, and that it will procure that none of its Affiliates will, either alone or in conjunction with or on behalf of any other person, during the period that is the shorter of (x) the period in which it (or any of its Affiliates) legally or beneficially own any Shares and (y) the five-year period beginning with the date hereof, unless otherwise approved in writing by CEDC, be engaged or be directly or indirectly interested in carrying on any business in the geographic areas in which the Business is conducted as at the date of this Agreement that competes in any respect with the Business as conducted as at the date of this Agreement (except (i) as the holder of securities listed for public trading if such holding does not permit Control of the issuer of such securities nor constitute more than five per cent. of the issued securities of such issuer and (ii) as the holder of securities not listed for public trading if the issuer of such securities is not engaged in the production of alcohol in Russia to an extent which accounts for more than ten per cent. of the gross revenues of such issuer).

(b) Notwithstanding anything contained to the contrary in this Clause 3.2:

(i) the holding or maintaining of any rights to brands or other intellectual property rights, including the Urozhay Brand; and

(ii) the production, marketing, distribution, or sale by White Horse and all of its Affiliates of no more than 1,000 litres per year of alcoholic beverages per brand,

shall not be deemed a breach of Clause 3.2, PROVIDED THAT White Horse and each of its relevant Affiliates shall use its commercially reasonable efforts to dispose of its intellectual property rights to the Urozhay Brand within the period of 12 months following the date of this Agreement (or, if the sale of the Urozhay Brand reasonably appears to be forthcoming, within the period of 18 months following the date of this Agreement), and, in any event, shall cease and terminate all of its business carried on

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thereunder on or before the date falling 12 months following the date of this Agreement (or, if the sale of the Urozhay Brand reasonably appears to be forthcoming, within the period of 18 months following the date of this Agreement, or such longer period as the parties shall agree).

(c) Each undertaking contained in Clause 3.2 shall be construed as a separate undertaking and if one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining undertakings shall continue to be binding.

(d) Any dealings between a Shareholder (or such Shareholder’s Affiliate) and a member of the Group shall be undertaken on an arm’s-length basis.

4. FUNDING AND DIVIDEND POLICY

4.1 Funding Policy

The Shareholders shall procure that the Directors cause, to the extent lawful and to the extent possible, the overall financial policy of the Group to be as follows:

(a) the activities and any expansion of the Group shall be financed from its own resources (including, where practical and efficient, credit facilities provided by third party lenders, or, subject to the terms hereof, the CEDC Group, funds provided by counterparties under advance payment agreements and other sources of credit);

(b) if the Board determines in its reasonable judgment that the Group is unable to satisfy its Operational Financial Requirements from the resources of the CEDC Group or from the Group’s own resources (including from third party sources of credit on a practical and efficient basis as aforesaid) after exercising commercially reasonable endeavours to do so, then the Board shall give a Funding Notice to the Shareholders and the provisions of Clause 4.2 shall apply; PROVIDED, HOWEVER, THAT in no event will a Shareholder be obliged to fund (by way contributions to share capital, loans, or otherwise) more than its Specified Proportion of the Operational Financial Requirements.

4.2 Funding

(a) Subject to Clause 4.2(b), each Shareholder undertakes to the other Shareholder that within ten Business Days after the receipt of a Funding Notice given in accordance with Clause 4.1(b), it shall subscribe for shares in the share capital of the Company for an aggregate subscription price equal to, its Specified Proportion of the amount of additional capital specified in the Funding Notice.

(b) If the Board specifies in the Funding Notice that each Shareholder shall lend the amount of additional capital to the Company, each Shareholder undertakes to the other Shareholders that within ten Business Days after the receipt of the Funding Notice, it shall lend to the Company an amount equal to its Specified Proportion of the amount of additional capital specified in the Funding Notice.

(c) In the event that a Shareholder fails to perform its obligations under Clauses 4.2(a) or 4.2(b) (the “Breaching Shareholder”), the other Shareholder can elect by notice in writing to the Breaching Shareholder and the Company to undertake any part or all of the obligations of the Breaching Shareholder set out in the Funding Notice.

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4.3 Company Obligations

Prior to the making or permitting of any loan to, or contribution to share capital of, any member of the Group, the Shareholders shall consider the minimum financial obligations required to operate that member in the ordinary course of business.

4.4 Dividend Policy

As soon as reasonably practicable after the end of each quarter of each Financial Year and at such other time(s) as the Board shall specify, the Board shall determine and cause the distribution of the some or all of the net profits of the Company available for distribution for that period to the Shareholders. The Board shall, in making that determination, take into account the provisions of applicable law, the Articles and the reasonable financial requirements of the Group for the following 12 months. To the extent permitted under applicable law, unless the CEDC Shareholders and White Horse (or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1) otherwise agree, the Shareholders will procure that the Board will cause at least fifty per cent. of the Distribution Amount of the Company to be promptly distributed to the Shareholders in the Specified Proportions by way of dividend or, if the Shareholders agree, through the proportional redemption or repurchase of Shares or other Equity Interests of the Company. The Shareholders agree that the Company shall cause, so far as it is lawfully able to do so, each other member of the Group to distribute a sufficient amount of net profits of such member to permit the Company to distribute at least fifty per cent. of the Distribution Amount.

5. CONSTITUTION AND MEETINGS OF THE BOARD

5.1 Number of Directors

Unless the Shareholders agree otherwise, the number of Directors shall be five.

5.2 Appointment and Removal of Directors

(a) Subject to the Minimum Holding Condition, White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) shall be entitled to appoint at least two Directors, at least one of whom shall be a Cypriot Resident, and shall be exclusively entitled to remove or replace any Directors appointed by them.

(b) The CEDC Shareholders (or as the case may be their permitted assignee(s) to whom their rights under this Agreement have been assigned pursuant to Clause 11.1) shall together be entitled to appoint three Directors, at least two of whom shall be Cypriot Residents, and shall be exclusively entitled to remove or replace any Directors appointed by them.

(c) The Chairman shall be a Director nominated by the Board from amongst the CEDC Directors.

5.3 Freedom to Pass Information

Any Director appointed under Clause 5.2 shall be entitled to pass to the Shareholder appointing him full details of any information which may come into his possession as Director. For the avoidance of doubt, such information shall be subject to the provisions set out in Clause 18.

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5.4 Directors’ Fees

(a) Subject to Clause 5.4(b), Directors shall be not be entitled to receive or be reimbursed, by the Company or the Group, any directors’ fees for their services as Directors or to reimbursement for their reasonable out-of-pocket expenses incurred in attending Board meetings. For the avoidance of doubt, the party appointing a Director may make arrangements to pay such a fee or provide such reimbursements to such Director themselves.

(b) Notwithstanding Clause 5.4(a), Directors shall be entitled:

(i) to receive from the Company such fees as are required to be paid to them pursuant to the mandatory provisions of applicable law; and

(ii) if they are Cypriot Residents and not otherwise an employee of White Horse or any of its Affiliates or of CEDC or any of its Affiliates, to receive such reasonable fee as is agreed with the Company, together with expenses (to the extent so agreed), in each case from the Company.

5.5 Resignation of Appointed Directors

Prior to a Shareholder ceasing to be a Shareholder, it shall vote its Shares (together with the other Shareholders, if necessary) and otherwise do all acts or things necessary to procure the resignation or removal of each Director whom it has appointed. That resignation shall be both from office as a Director and, if applicable, as an employee of the Company and/or any other relevant member of the Group. The relevant Shareholder shall use its reasonable endeavours to procure that each resigning Director shall deliver to the Company a letter, executed as a deed, acknowledging that he has no claim of any kind outstanding against the Company save for unpaid salary and expenses (if any). If the resigning Director is also an employee of the Company, the relevant Shareholder shall use its reasonable endeavours to procure that the resigning Director shall also acknowledge in such letter that he or she has no claim for compensation for wrongful dismissal or unfair dismissal (or any analogous claim); no entitlement to any payment for redundancy; and no claim in respect of any other moneys or benefits due to him or her from the Company save for unpaid salary and expenses (if any) arising out of his or her employment or termination and that such acknowledgement be made in accordance with all necessary formalities as may be required by law. To the extent that a relevant Shareholder does not or is unable to procure the delivery by a resigning Director whom it has appointed to deliver such a letter as aforesaid (together, where relevant, with the acknowledgements as aforesaid), that Shareholder shall indemnify and hold harmless the Company in respect of all its costs, claims, expenses, damages, losses, actions, suits and other things which and to the extent it would not have suffered but for the non-delivery of such letter (and, where relevant, acknowledgment).

5.6 Shareholders’ Right to Request Board Meetings

In addition to the powers of the Board to call meetings as set out in the Articles, a Board meeting may be convened on the application of White Horse or either of the CEDC Shareholders (or as the case may be any of their permitted assignees to whom any of their respective rights under this Agreement have been assigned pursuant to Clause 11.1) at any time by request to the Secretary. Save where White Horse, either of the CEDC Shareholders or their permitted transferees as aforesaid require the Board to approve the appointment (or as the case may be resignation or removal) of a Director pursuant to and in accordance with their rights hereunder, each acknowledge (on behalf of themselves and each of their permitted assignees to whom any of their respective rights under this Agreement have been assigned pursuant to Clause 11.1) that they will ordinarily expect to convene meetings of the Board through and by the request of the Director(s) appointed pursuant to Clause 5.2.

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5.7 Notice of Board Meetings

Unless otherwise agreed by all of the Directors, at least five Business Days’ prior notice of any meeting of the Board shall be given by the Secretary to each Director at his or her last known address. If the meeting of the Board is to be convened pursuant to Clause 5.6, the Secretary shall give such notice to each Director within two Business Days of a request from the relevant Shareholder. The notice of the meeting of the Board shall set forth a short agenda of the business to be conducted at the meeting, which agenda shall include the matters described in any such request where such meeting is convened in connection with such a request. No business shall be conducted at a meeting that is not referred to in the notice, except with the consent of all Directors. The right of a member of the Board to receive a notice may be waived by that member of the Board in writing.

5.8 Frequency, Language, and Location of Board Meetings

Unless otherwise agreed by the Shareholders, the Board shall meet at intervals of not more than three months. All Board meetings shall take place at a location mutually convenient to the Board as the Board shall agree. All Board meetings shall be conducted in English with, upon the prior request of any Director, simultaneous translation into Russian provided at the expense of the Company but otherwise arranged by (or on the behest of) the Director requesting the same.

5.9 Appointment of Alternate Directors

Each Director shall be entitled to appoint, in writing, one alternate to represent him at any meeting of the Board at which he is unwilling or unable to be present. Alternate directors may only be excluded from part or all of any Board meeting, if the remaining Directors determine, upon advice of external legal counsel, that excluding them is necessary to preserve legal privilege of the subject matter of such meeting. No vote, however, shall be taken on any matter while any alternate director is so excluded. An alternate who is present for a meeting of the Board but excluded from such meeting shall nevertheless be counted for purposes of determining whether the meeting is quorate. A Director who is a Cypriot Resident may only appoint an alternate if that alternate is also a Cypriot Resident.

5.10 Quorum for Board Meetings

(a) Subject to this Clause 5.10, the quorum necessary for a meeting of the Board shall be three Directors who are Cypriot Residents present in person or by alternate at the commencement of the meeting, PROVIDED, HOWEVER, THAT one such Director (or the alternate thereof) shall be a White Horse Director.

(b) If a quorum is not constituted at such Board meeting within 30 minutes from the time appointed for the meeting (or such longer time as the persons present may all agree to wait), then the meeting shall be adjourned pending subsequent reconvening pursuant to Clause 5.10(c).

(c) A meeting adjourned under Clause 5.10(b) shall be reconvened not more than three Business Days from the date of the original meeting. Notice of the time, date and place for such reconvening of the adjourned meeting shall be provided by the Secretary to all Directors at least two Business Days prior to the reconvening. At such reconvened meeting, the quorum necessary for a meeting of the Board shall be

9

three Directors who are Cypriot Residents present in person or by alternate at the commencement of the meeting, PROVIDED, HOWEVER, THAT one such Director (or the alternate thereof) shall be a White Horse Director.

(d) If a quorum is not constituted at a Board meeting convened pursuant to Clause 5.10(c) within 30 minutes from the time appointed for the meeting (or such longer time as the persons present may all agree to wait), then the meeting shall be adjourned pending subsequent reconvening pursuant to Clause 5.10(e).

(e) A meeting adjourned under Clause 5.10(b) shall be reconvened not more than three Business Days from the date of such meeting. Notice of the time, date and place for such reconvening of the adjourned meeting shall be provided by the Secretary to all Directors at least two Business Days prior to the reconvening. At such reconvened meeting, the quorum necessary for a meeting of the Board shall be two Directors who are Cypriot Residents present in person or by alternate at the commencement of the meeting.

(f) Notwithstanding any provision herein to the contrary, no Board meeting shall be quorate unless each director not present in person or by alternate (and excluding those directors excusing themselves by sending notification thereof to the Chairman) has been afforded the opportunity to participate in such meeting by means of a telephone conference, video conference or other similar means as set out in Clause 5.13, and has been provided with the appropriate details with which to do so.

5.11 Votes at Board Meetings

At meetings of the Board:

(a) each Director (or his alternate, in his absence) shall have one vote;

(b) the Chairman shall not have a second or casting vote; and

(c) save as this Agreement otherwise requires, a decision or resolution of the Board shall be valid if supported by the affirmative vote of a simple majority of Directors (if applicable, including alternates thereof) present.

5.12 Written Resolutions

A resolution in writing signed (including where signed by facsimile) by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly convened and held and may consist of several documents in the same form each signed by one or more Directors.

5.13 Phone or Video Conference

The Shareholders and the Company shall procure that each Director (or, if applicable, any alternate thereof) is afforded the opportunity to participate in a meeting of the Board by means of a telephone conference, video conference or other similar means which allows all persons participating in the meeting to hear and speak to each other. Persons participating in a meeting in this manner shall be deemed to be present at the meeting. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the Chairman of the Board is present.

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6. SHAREHOLDERS’ MEETINGS

6.1 Notice and Location of Shareholders’ Meetings

A Shareholders’ meeting may be called by any Shareholder at any time. No less than 21 days’ notice of each Shareholders’ meeting must be given by the Secretary to each Shareholder, the procedure for the giving of such notice to accord with the provisions of Clause 19. The Secretary shall set forth in such notice the date, time and place of the meeting and the business to be transacted at it. The Shareholders may agree in writing to a shorter period of notice, in which case the meeting shall be deemed to be properly called on such shorter notice. All Shareholders’ meetings shall take place at a location convenient to the Shareholders or the majority of holdings of them, or otherwise as the Shareholders may agree.

6.2 Quorum for Shareholders’ Meetings

(a) The quorum for a meeting of the Shareholders shall be one duly authorised representative of White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (subject to the Minimum Holding Condition) and one duly authorised representative of one of the CEDC Shareholders (or as the case may be their permitted assignee(s) to whom their rights under this Agreement have been assigned pursuant to Clause 11.1), in each case present in person or by proxy.

(b) If a quorum is not constituted at such Shareholders’ meeting within 30 minutes from the time appointed for the meeting (or such longer time as the persons present may all agree to wait), then the meeting shall be adjourned pending subsequent reconvening pursuant to Clause 6.2(c).

(c) A meeting adjourned under Clause 6.2(b) shall be reconvened not more than three Business Days from the date of the original meeting. Notice of the time, date and place for such reconvening of the adjourned meeting shall be provided by the Secretary to all Shareholders at least two Business Days prior to the reconvening. At such reconvened meeting, quorum shall be one duly authorised representative of White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (subject to the Minimum Holding Condition) and one duly authorised representative of one of the CEDC Shareholders (or as the case may be their permitted assignee(s) to whom their rights under this Agreement have been assigned pursuant to Clause 11.1), in each case present in person or by proxy.

(d) If a quorum is not constituted at Shareholders’ meeting convened pursuant to Clause 6.2(c) within 30 minutes from the time appointed for such meeting (or such longer time as the persons present may all agree to wait), then the meeting shall be adjourned pending subsequent reconvening pursuant to Clause 6.2(e).

(e) A meeting adjourned under Clause 6.2(d) shall be reconvened not more than three Business Days from the date of such meeting. Notice of the time, date and place for such reconvening of the adjourned meeting shall be provided by the Secretary to all Shareholders at least two Business Days prior to the reconvening. At such reconvened meeting, such Shareholders as are present in person or by proxy at the time appointed for the meeting shall constitute a quorum, whatever their number.

(f) Notwithstanding any provision herein to the contrary, no Shareholders’ meeting shall be quorate unless each shareholder not present in person or by proxy has been

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afforded the opportunity to participate in such meeting by means of a telephone conference, video conference or other similar means as set out in Clause 6.8, and has been provided with the appropriate details with which to do so.

6.3 Chairman and Secretary of Shareholders’ Meetings

The chairman of the Shareholders’ meetings shall not have a second or casting vote, and the Secretary shall be the secretary of all Shareholders’ meetings.

6.4 Exercising Votes of Those Not Present

Each Shareholder shall be entitled to appoint any person to be his proxy who shall be entitled to attend and vote at a Shareholders’ meetings in place of such Shareholder, subject to entering into an appropriate undertaking regarding confidentiality. Instruments appointing such a proxy together with such undertakings as regards confidentiality shall be lodged with the Secretary at or prior to the start of the meeting or such longer period as is required under applicable law.

6.5 Votes at Shareholders’ Meetings

At Shareholders’ meetings, every Shareholder shall have one vote for every Share of which he is the holder at the relevant record date for the meeting.

6.6 Decisions by Majority

Save as this Agreement or applicable law otherwise requires, any decision to be made or given by the Shareholders shall be decided or agreed by Shareholders entitled to vote and owning a simple majority of Shares. All resolutions put to the Shareholders at Shareholders’ meetings and the Shareholders’ decisions thereon shall be recorded in writing and signed by the Chairman.

6.7 Attendance at Shareholders’ Meetings

Each Shareholder shall use its reasonable endeavours to ensure that it attends and remains in attendance in person or by proxy throughout each Shareholders’ meeting for which proper notice shall have been given.

6.8 Phone or Video Conference

The Shareholders and the Company shall procure that each Shareholder (including a proxy of a Shareholder) is afforded the opportunity to participate in a Shareholders’ meeting by means of a telephone conference, video conference or other similar means which allows all persons participating in the meeting to hear and speak to each other. Persons participating in a meeting in this manner shall be deemed to be present at the meeting and shall accordingly be accounted for the purposes of Clauses 6.2 through 6.7 inclusive. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the chairman of the Shareholders’ meeting is present.

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7. CONTROL AND MANAGEMENT OF THE COMPANY

7.1 Powers of Shareholders

The Shareholders may approve, ratify, adopt or take any action not delegated to the Board pursuant to Clause 7.2.

7.2 Powers of the Board

(a) Subject to Clause 7.2(b), each Shareholder hereby delegates to the Board, to the maximum extent permitted by applicable law, the power to approve (i) any action, decision or plan affecting the Company, and (ii) the undertaking by the Company of any matter or any class of matters in respect of the Business, in both instances, subject to Clause 8. No White Horse Director may act on behalf of the Company (or permit or allow any other Person from believing him to act on behalf of the Company) without the prior approval of the Board.

(b) If, under applicable law, the approval of, or other action by, the Shareholders is required to give effect to any decision or action taken, or that would have been taken but for a prohibition under applicable law against such action being taken, or taken solely, by the Board in accordance with this Agreement, the Shareholders shall vote their Shares to effect such approval or other action.

7.3 Company Secretary

The Secretary of the Company shall have the duties ascribed to it under applicable law and the Articles, and shall be appointed by the Board.

7.4 Auditor and Financial Statements

The Shareholders shall procure that the Board causes:

(a) the auditors of the Company to be a reputable Cypriot accounting firm or a member firm of the network of independent firms known as PricewaterhouseCoopers, KPMG, Ernst & Young, or Deloitte; and

(b) the accounting and financial reports of the Company to be prepared in accordance with IFRS with subsequent translation into GAAP.

8. CONDUCT OF THE COMPANY

8.1 Key Decisions

Subject to the Minimum Holding Condition, the Shareholders shall procure that the Company shall not, and that the Company shall procure, to the extent within the Company’s power to do so, that none of the Subsidiaries shall:

(a) without the affirmative vote of both White Horse Directors, do any of the things set out in Schedule 2A; or

(b) without the affirmative vote of White Horse (or a simple majority of its permitted assignees to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1), acting itself or by proxy, do any of the things set out in Schedule 2B.

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Each Shareholder shall use all reasonable endeavours to ensure that the Company observes its obligations under this Clause 8.1.

8.2 Annual Budget

(a) Subject to the Minimum Holding Condition not later than three months prior to the start of each financial year, each of CEDC and White Horse (or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1) shall discuss and negotiate, each acting reasonably and in good faith, with a view to agreeing, an annual budget denominated in Russian Rubles for the Consolidated Company for that financial year (the “Annual Budget”), and such Annual Budget shall be prepared with a similar organisation and detail as that of CEDC’s annual budget and in any event shall include the categories set out in the Base Strategic Plan.

(b) Subject to the Minimum Holding Condition, the Shareholders shall procure that the Company shall not approve the Annual Budget or any portion thereof without the affirmative vote of White Horse.

(c) Subject to the Minimum Holding Condition, in the absence of an affirmative vote of White Horse as contemplated by Clause 8.2(b), the relevant Annual Budget will provide for and default to all such amounts as are set out in a three-year strategic plan agreed by the Parties from time to time in accordance with Clause 8.3, the first of which will be agreed upon by the Shareholders within 90 days of the date hereof and will include amounts for capital expenditures for each year that in aggregate over the three year period will be no less than 320,367,000 Russian Rubles and no more than 605,795,000 Russian Rubles and will be otherwise based on the categories and organization set out in Schedule 8 (the “Base Strategic Plan”). Should any category of the Base Strategic Plan provide for ranges of amounts rather than one concrete amount, the higher end of such range shall be deemed the designated amount for such category for purposes of Clause 8.6 and Schedule 2, and the lower end of such range shall be deemed the designated amount for such category for purposes of Clause 8.5.

(d) White Horse shall, and shall procure that the White Horse Director shall, consider and discuss in good faith with CEDC any proposals as CEDC may reasonably put to it for the approval of White Horse as contemplated by Clause 8.2(b), shall ensure that such approval is not unreasonably delayed or unreasonably withheld and shall ensure that the reasons for any such approval being so withheld are made available and known to CEDC.

For purposes of Clause 8.2(d) above, with respect to any withholding of an approval, “unreasonableness” shall be based on what would be unreasonable for a shareholder situated in substantially the same position as White Horse at the time of such withholding.

8.3 Base Strategic Plan

Subject to the Minimum Holding Condition, upon mutual agreement of CEDC and White Horse (or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1), and in any event:

(a) one year prior to the expiry of the Base Strategic Plan; or

(b) if at the end of any year the reasonably projected performance of the Consolidated Company for such year (as measured by EBITDA as set out in the Base Strategic Plan) is greater than 105 per cent. or less than 95 per cent. of the relevant line items set out in the Base Strategic Plan,

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CEDC and White Horse (or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1) shall discuss and negotiate, each acting reasonably and in good faith, with a view to agreeing a replacement three-year strategic plan, which, if and to the extent agreed, shall replace and update the Base Strategic Plan for all purposes of this Agreement.

8.4 Budget Instructions

Subject to the Minimum Holding Condition each of the CEDC Shareholders and, to the extent within its reasonable control, White Horse, or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1, shall procure that:

(a) the Company instructs its key employees (and/or those of the relevant members of the Group) who are responsible for the financial control of Relevant Expenditure to comply with the Annual Budget.

(b) each member of the Group and their respective boards of directors and management comply in all material respects with all decisions of the Company’s Board, including those related to the Annual Budget approved in accordance with the terms hereof.

8.5 Shortfall Situations

Subject to the Minimum Holding Condition, CEDC will procure that if, with respect to any quarter, any action or inaction by employees or directors of any member of the Group has resulted (at the end of that relevant quarter) in a Relevant Expenditure being less than the Relevant Underspend Percentage of the corresponding projected expenditure for each relevant category as set forth for the relevant quarter in the Annual Budget, as multiplied by the fraction of which the numerator is the actual amount of Sales during such quarter (which for purposes of this Clause 8.5 will be deemed to be no less than the Sales Floor Percentage of the amount of Sales as set forth for the relevant quarter in the Annual Budget) and the denominator is the projected amount of Sales as set forth for the relevant quarter in the Annual Budget (a “Shortfall Situation”):

(a) the Board will promptly be notified of such Shortfall Situation;

(b) a meeting of the Board will be called, in accordance with Clause 5, within five Business Days thereof, wherein such Shortfall Situation and the reasons therefor shall be discussed, and in particular whether such Shortfall Situation was primarily due to a Qualifying External Circumstance. If the Board accepts the Qualifying External Circumstance, the relevant Shortfall Situation shall be deemed never to have occurred for all purposes of this Agreement, PROVIDED THAT such acceptance by the Board shall include (unless sufficient quorum for such meeting of the Board is established without them) the acceptance of both White Horse Directors. In the event that (where required) no acceptance of both White Horse Directors is forthcoming within 10 days of such meeting, CEDC may require the Board to delegate the determination of whether such Shortfall Situation was primarily due to a Qualifying External Circumstance to an independent arbitrator agreed between CEDC and White Horse, the determination of whom shall in the absence of fraud or manifest error be final and binding on the parties. The independent arbitrator shall be instructed to notify its determination, in writing, to the Board as soon as is reasonably practicable. In the

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event that the CEDC Directors and both White Horse Directors do not agree on an independent arbitrator within 30 days of such meeting, the matter shall be referred to arbitration in accordance with Clause 21.11. If the independent arbitrator, or as the case may be the arbitration conducted in accordance with Clause 21.11, so determines that such Shortfall Situation was primarily due to a Qualifying External Circumstance, the relevant Shortfall Situation shall be deemed never to have occurred for all purposes of this Agreement. Each party shall procure that all information reasonably related to the determination of, and otherwise reasonably requested of them by the independent arbitrator to determine, whether such Shortfall Situation was primarily due to a Qualifying External Circumstance, is provided to such independent arbitrator.

In the event that (x) the Board accepts that a Shortfall Situation was primarily due to a Qualifying External Circumstance, (y) an independent arbitrator determines that a Shortfall Situation was primarily due to a Qualifying External Circumstance in accordance with Clause 8.5(b), or (z) it is determined that a Shortfall Situation was primarily due to a Qualifying External Circumstance through the arbitration process in accordance with Clause 21.11, CEDC and White Horse (or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1) shall promptly discuss and negotiate a revised Annual Budget applicable for the remainder of the then existing financial year.

8.6 Overspend Situations

Subject to the Minimum Holding Condition, CEDC will procure that if with respect to any quarter, any member of the Group enters into a Binding Obligation without the consent of White Horse which results (at the end of that relevant quarter) in a Relevant Expenditure being more than the Relevant Overspend Percentage of the corresponding projected expenditure for each relevant category as set forth for the relevant quarter in the Annual Budget, as multiplied by the fraction of which the numerator is the actual amount of Sales during such quarter (which for purposes of this Clause 8.6 will be deemed to be no more than the Sales Ceiling Percentage of the amount of Sales as set forth for the relevant quarter in the Annual Budget) and the denominator is the projected amount of Sales as set forth for the relevant quarter in the Annual Budget (an “Overspend Situation”):

(a) the Board will promptly be notified of such Overspend Situation;

(b) a meeting of the Board will be called, in accordance with Clause 5, within five Business Days thereof, wherein such Overspend Situation and the reasons therefor shall be discussed, and in particular whether such Overspend Situation was primarily due to a Qualifying External Circumstance. If the Board accepts the Qualifying External Circumstance, the relevant Overspend Situation shall be deemed never to have occurred for all purposes of this Agreement, PROVIDED THAT such acceptance by the Board shall include (unless sufficient quorum for such meeting of the Board is established without them) the acceptance of both White Horse Directors. In the event that (where required) no acceptance of both White Horse Directors is forthcoming within 10 days of such meeting, CEDC may require the Board to delegate the determination of whether such Overspend Situation was primarily due to a Qualifying External Circumstance to an independent arbitrator agreed between CEDC and White Horse, the determination of whom shall in the absence of fraud or manifest error be final and binding on the parties. The independent arbitrator shall be instructed to notify its determination, in writing, to the Board as soon as is reasonably practicable. In the event that the CEDC Directors and both White Horse Directors do not agree on an independent arbitrator within 30 days of such meeting, the matter

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shall be referred to arbitration in accordance with Clause 21.11. If the independent arbitrator or as the case may be the arbitration conducted in accordance with Clause 21.11 so determines that such Overspend Situation was primarily due to a Qualifying External Circumstance, the relevant Overspend Situation shall be deemed never to have occurred for all purposes of this Agreement. Each party shall procure that all information reasonably related to the determination of, and otherwise reasonably requested of them by the independent arbitrator to determine, whether such Overspend Situation was primarily due to a Qualifying External Circumstance, is provided.

8.7 Proposals

In the event that (x) the Board does not accept that an Overspend Situation or a Shortfall Situation as the case may be was primarily due to a Qualifying External Circumstance, (y) the independent arbitrator does not determine that such Overspend Situation or a Shortfall Situation as the case may be was primarily due to a Qualifying External Circumstance in accordance with Clauses 8.5(b) or 8.6(b), or (z) it is not determined that such Overspend Situation or a Shortfall Situation as the case may be was primarily due to a Qualifying External Circumstance through the arbitration process in accordance with Clause 21.11:

(a) subject to Clause 8.7(b), the relevant Overspend Situation or Shortfall Situation as the case shall be deemed for all purposes of this Agreement to have occurred due to reasons other than a Qualifying External Circumstance; and

(b) White Horse (or as the case may be its permitted assignees to whom its rights under this Agreement have been assigned pursuant to Clause 11.1) may, at its discretion, propose within ten Business Days following a meeting of the Board called for purposes of discussing such Overspend Situation or Shortfall Situation (which, for the avoidance of doubt may be called by White Horse or any White Horse Director), or as the case may be within ten Business Days following the determination of the independent arbitrator or through arbitration regarding the disputed Qualifying External Circumstance, a written proposal to address such Shortfall Situation or as the case may be Overspend Situation (the “Proposal”). Such Proposal must set out in objective terms what must be done by the Consolidated Company to satisfy it and what the timescales for such matters are, including the final date on which the matters set out in the Proposal are to be satisfied in full (the “Final Date”). To the extent that the Consolidated Company satisfies a Proposal made in accordance with this Clause 8.7 in full by the Final Date, the relevant Shortfall Situation or as the case may be Overspend Situation shall be deemed never to have occurred for all purposes of this Agreement.

8.8 Enforcement of the Company’s Rights

Notwithstanding anything in this Agreement to the contrary, any right of action against a Shareholder or Affiliate of a Shareholder that the Company may have in respect of a breach of any obligation owed to the Company shall be prosecuted by the Director(s) (or their alternates) appointed by the Shareholders which are not, or whose Affiliates are not, responsible for such breach to the exclusion of the others. Such Directors (and their alternates) shall have full authority on behalf of the Company to negotiate, litigate and settle any claim arising out of the breach or exercise of any right of termination arising out of the breach.

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8.9 Debt to Equity Ratio

The Company undertakes, and the Shareholders undertake to cause the Company, to maintain at the end of each Financial Year, a Debt to Equity Ratio of not more than 3:1.

8.10 Encumbrances over the Shares

Notwithstanding anything to the contrary in this Agreement, any Shareholder shall be entitled to grant an Encumbrance over the Shares it holds for financing purposes, PROVIDED THAT the provisions of Clause 11.4 shall apply to any chargee enforcing such Encumbrance such that any such chargee shall be required to execute a Deed of Adherence in the form attached as Schedule 6 on (or before) enforcement of that Encumbrance.

8.11 Employees

(a) For a period of six months beginning with the date hereof, (i) Bols and CEDC shall procure that the Company shall not, and the Company shall procure that none of the Subsidiaries shall, without the affirmative vote or written consent of White Horse (or a simple majority of its permitted assignees to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1), acting itself or by proxy, amend or terminate the employment agreements with the employees holding the positions set out in Schedule 9 and (ii) Bols and CEDC shall procure that the Company shall, and the Company shall procure that the Subsidiaries shall, upon receipt of joint written instructions from White Horse and CEDC to the Company, promptly terminate the employment agreements with the employees holding such positions set out in Schedule 9 as are described in such notice.

(b) Within 90 days of the date hereof, the Shareholders shall endeavour in good faith to implement increased salary and improved incentive schemes for all employees of the Group.

9. PREPARATION AND DISSEMINATION OF INFORMATION

9.1 Dissemination of Information

The Shareholders shall procure that the Board shall cause the preparation and dissemination to all Directors within 14 days of the end of every quarter (except for financial statements for the Company in respect of which the period shall be 35 days of the end of every quarter) the following financial and management information:

(a) financial statements for the Company, on a consolidated basis, and cash flow forecasts;

(b) cost statements and progress reports for the Business measured as against the Annual Budget; and

(c) reports and forecasts of capital and operating expenditures.

The Shareholders shall procure that the Board shall cause the preparation and dissemination to all Directors the monthly management accounts (as soon as reasonably practicable following their finalisation), the Annual Budget (promptly following it being finalised for each financial year); and the daily sales update information for the Business (on a monthly basis). CEDC undertakes in good faith to convene a meeting of the directors as soon as practicable if White Horse reasonably requests such a meeting to discuss a material issue arising from the information provided under this Clause 9.1.

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9.2 Right of Inspection

White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1), subject to the Minimum Holding Condition, and CEDC (or as the case may be its permitted assignee to whom CEDC’s rights under this Agreement have been assigned pursuant to Clause 11.1), shall have the right:

(a) to inspect the books and records of the Company three times per year by its authorised representatives on reasonable notice during normal business hours; and

(b) (at its own expense) to take away copies of or extracts from those books and records.

The Board shall ensure that all information which is given to one such Shareholder (save for information relating specifically to that Shareholder and only that Shareholder) by any member of the Group is given at the same time to the other such Shareholder.

9.3 Disclosures to the Board

Each of the CEDC Shareholders and White Horse (and each of their permitted assignees to whom any of their respective rights under this Agreement have been assigned pursuant to Clause 11.1) shall procure that each Director appointed by them pursuant to Clause 5.2 shall disclose to or update the Board as to each material action he has taken which has resulted in a member of the Group falling under a material legal obligation, or which is reasonably likely to result in a member of the Group falling under a material legal obligation, at the next following meeting of the Board.

9.4 Further Dissemination

For the avoidance of doubt, the information disseminated to Directors pursuant to Clause 9.1 may be passed by those directors to the persons appointing them pursuant to Clause 5.2. Such information shall, for the avoidance of doubt, be subject to Clause 18.

10. SHAREHOLDERS’ UNDERTAKINGS

10.1 New Production Facilities

White House, with the cooperation of the Company, CEDC and Bols, undertakes to CEDC to procure, unless prohibited by applicable law, the purchase and installation of the New Production Facilities by the Company, as soon as practicably possible after the beginning of the Interim Period and in any event by the end of it. Each of CEDC, the Company and Bols undertakes to White Horse to cooperate fully in such actions as White Horse may reasonably request of it, as a Shareholder or through the board members appointed by it in accordance with the terms hereof, to enable White Horse to procure, unless prohibited by applicable law, the purchase and installation of the New Production Facilities by the Company as aforesaid.

10.2 CEDC Call Option

(a) White Horse irrevocably grants (and shall procure that each of its Affiliates becoming Shareholders shall also grant) to CEDC, and CEDC hereby accepts and undertakes to accept, the option (the “Call Option”) to acquire from White Horse and each such

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Affiliate all of the Shares held by them (the “Call Shares”), with full title guarantee free from all Encumbrances and together with all rights that attach (or may in the future attach) to the Call Shares, for aggregate consideration equal to the Option Purchase Price.

(b) CEDC may exercise the Call Option in full (but not in part) at any time during the period commencing seven years after the date hereof and ending upon the earlier to occur of (i) delivery of a Default Notice or a Put Option Exercise Notice corresponding to all of the Shares held by White Horse and each of its Affiliates and (ii) ten years after the Final Closing by delivering written notice (the “Call Option Exercise Notice”) to White Horse.

(c) From the date of delivery of the Call Option Exercise Notice by CEDC, White Horse and each of its relevant Affiliates shall be bound to sell, and CEDC shall be bound to purchase, the Call Shares on the terms substantially the same as those set out in the Term Sheet. The purchase will be completed as soon as reasonably practicable at the registered office of the Company or such other location as the parties may agree. If White Horse or any such Affiliate, after having become bound to transfer the Call Shares to CEDC, defaults in so doing, the Board shall authorise the execution of any necessary transfers of the Call Shares in favour of CEDC and a duly appointed representative of the Board will be deemed to have been appointed White Horse’s or such Affiliate’s attorney with full power to execute, complete and deliver, in the name of and on behalf of White Horse or as the case may be such Affiliate, a transfer of the Call Shares, and shall cause CEDC to be entered in the register of the Company as the holder of the Call Shares. CEDC shall forthwith pay the Option Purchase Price directly to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate) by deposit of immediately available funds to such bank and account as it may designate in writing for that purpose or, if White Horse or such transferee fails to designate such a bank and/or account, then to such bank and account that CEDC shall designate in writing for the deposit of such funds to be held for the account or on behalf of White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate).

(d) The provisions of Clauses 11.1, 11.2 and 11.3 shall not apply in the event that a Call Option Exercise Notice is served.

10.3 White Horse Put Option

(a) CEDC irrevocably grants to White Horse and each of its Affiliates as become Shareholders, and White Horse hereby accepts (and shall procure that each of its Affiliates becoming Shareholders shall also accept), the option (the “Put Option”) to cause CEDC to acquire from White Horse and each such Affiliate any or all of the Shares held by them (the “Put Shares”), with full title guarantee free from all Encumbrances and together with all rights that attach (or may in the future attach) to the Put Shares, for aggregate consideration equal to the Option Purchase Price.

(b) White Horse may exercise the Put Option (on behalf of itself and each of its Affiliates as become Shareholders) one or more times during the period commencing three years after the date hereof and ending upon the earlier to occur of: (i) delivery of a Default Notice or the Call Option Exercise Notice and (ii) ten years after the Final Closing, by delivering written notice (the “Put Option Exercise Notice”), which notice shall include details of the bank account to which the Option Purchase Price

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shall be paid to CEDC. White Horse may also exercise the Put Option (on behalf of itself and each of its Affiliates as become Shareholders) one or more times within the three months following Bols suffering a Change of Control such that CEDC no longer controls Bols (within the meaning set out in the definition of Change of Control herein), or at any time within the three months following CEDC itself suffering a Change of Control by delivering written notice (also a “Put Option Exercise Notice”) to CEDC.

(c) From the date of delivery of the Put Option Exercise Notice by White Horse, CEDC shall be bound to purchase, and White Horse and each of its relevant Affiliates shall be bound to Sell, the Put Shares on the terms substantially the same as those set out in the Term Sheet. The purchase will be completed as soon as reasonably practicable at the registered office of the Company or such other location as the parties may agree. CEDC shall forthwith pay the Option Purchase Price directly to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate) by deposit of immediately available funds to such bank and account as it may designate in writing for that purpose.

(d) The provisions of Clauses 11.1, 11.2 and 11.3 shall not apply in the event that a Put Option Exercise Notice is served.

(e) Notwithstanding anything to the contrary in this Clause 10.3, White Horse shall not be permitted to exercise the Put Option (other than in respect of all (and not some only) of the Shares held by White Horse and each of its Affiliates) if the amount of Shares subject to such exercise is less than one per cent. of the total number of outstanding Shares at the relevant time.

10.4 Right of Refusal for Future Acquisitions

Prior to CEDC acquiring any interest in a Russian Business Venture, it shall comply with the following provisions of this Clause 10.4.

(a) At least 60 days prior to CEDC acquiring a Russian Business Venture or any interest in any Russian Business Venture, CEDC shall give notice in writing (an “Russian Venture Offer Notice”) to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) and the Company offering to assign its rights to acquire such venture or interest therein to the Company in accordance with this Clause 10.4. The offer will be open for a period of 60 days from the date of the Russian Venture Offer Notice (the “Russian Venture Acceptance Period”).

(b) The Russian Venture Offer Notice shall describe the Russian Business Venture or interest therein to be acquired in summary detail, provide copies of all agreements and documents executed in connection with such acquisition, provide or make available all due diligence material in the possession or control of CEDC, relating to such acquisition, and give details of the identity of the seller of such Russian Business Venture or an interest therein and the terms of such acquisition, including the consideration to be paid in connection therewith (the “Russian Venture Sale Price”). Any time within the Russian Venture Acceptance Period, White Horse may accept the offer described in the Russian Venture Offer Notice on behalf of the Company by giving notice in writing (the “Russian Venture Acceptance Notice”) of that acceptance to CEDC. The Russian Venture Acceptance Notice shall specify the place and time (being not earlier than 21 and not later than 60 days after the date of the Russian Venture Acceptance Notice) at which the sale of the rights to acquire such Russian Business Venture or an interest therein will be completed.

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(c) CEDC will be bound to transfer the rights to acquire such Russian Business Venture or an interest therein to the Company, and the Shareholders will cause the Company to bind itself to acquire such Russian Business Venture, at the time and place specified in the Russian Venture Acceptance Notice, and the Shareholders shall procure that the payment of the Russian Venture Sale Price for such Russian Business Venture or an interest therein will be made by the Company to CEDC.

10.5 Further Assurances

Subject to Clause 3.2, each of the Shareholders undertakes to the others to do, execute and perform (and to procure that all third parties directly or indirectly under their respective Control do, execute and perform) all such further deeds, documents, acts, assurances and things as may reasonably be required to carry out the provisions and intent of this Agreement and the Articles. Where any obligation in this Agreement is expressed to be undertaken or assumed by a party, that obligation is to be construed as requiring the party concerned to apply commercially reasonable efforts to exercise all voting rights and other then existing powers of corporate or contractual control over the affairs of any other person (including specifically any subsidiary of such party) that it is able to exercise (whether directly or indirectly) in order to secure performance of such obligation.

11. RESTRICTIONS ON SHARE DEALINGS

11.1 Permitted Transfers

(a) A Shareholder (or other Person entitled to transfer the Shares registered in the name of a Shareholder) (the “Transferor”) may at any time transfer all or any Shares in the Company held by such Shareholder (the “Relevant Shares”) to any Person that is a 100% Affiliate of an Original Ultimate Parent, in which case such Transferor may if it so wishes assign all but not part of the rights arising under this Agreement to such transferee, and such transferee shall assume all but not part of the obligations of an applicable Shareholder arising under this Agreement. The Transferor shall procure that such transferee signs the Deed of Adherence in the form attached as Schedule 6.

(b) Subject to this Clause 11.1, if a Shareholder subsequently ceases to be a 100% Affiliate of its Original Ultimate Parent, it will forthwith transfer the Relevant Shares to a 100% Affiliate of the Original Ultimate Parent. If it does not so transfer its Shares within 14 days of ceasing to be a 100% Affiliate of the Original Ultimate Parent, the other Shareholder shall be entitled (but not obliged) to serve a Default Notice to such Shareholder ceasing to be a 100% Affiliate of its Original Ultimate Parent, in accordance with the procedure set forth in Clause 13.1 and there shall be an Event of Default in relation to such Shareholder ceasing to be a 100% Affiliate of its Original Ultimate Parent. Further, if a Shareholder to whom rights under this Agreement were assigned and who assumed obligations under this Agreement in accordance with Clause 11.1(a) subsequently ceases to be a 100% Affiliate of its Original Ultimate Parent, each such assignment and assumption (or such minimum number of them as may be necessary to cause the obligations under this Agreement to be held by a 100% Affiliate of the Original Ultimate Parent) shall forthwith be of no effect, and to the extent any such assignment or assumption continues to have effect following the date on which the relevant Shareholder ceases to be a 100% Affiliate of the Original Ultimate Parent, an Event of Default shall be deemed to have occurred in respect of such Shareholder.

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(c) Any Director may request the Transferor (or the person named as transferee in any transfer lodged for registration) to provide the Company with such information and evidence as a Director may reasonably consider necessary or relevant for the purpose of ensuring that a transfer of Shares is permitted under this Clause 11.1. If this information or evidence is not provided to the reasonable satisfaction of all Directors within 21 days after a Director’s request, the Shareholders shall cause the Directors to refuse to register the transfer in question.

(d) The provisions of Clauses 11.2(b) - 11.2(i) (inclusive) and 11.3 shall not apply to transfers made pursuant to and in accordance with this Clause 11.1.

11.2 Transfer and Transmission

(a) Any instrument of transfer of Shares must be in writing in any usual or common form or in any other form acceptable to the Directors subject always to being in such form as is required by applicable law and be executed by or on behalf of the Transferor and (in the case of a partly paid Share) by or on behalf of the transferee.

(b) Save where permitted pursuant to Clause 11.1, no Shareholder (or other Person entitled to transfer the Shares registered in the name of a Shareholder) may transfer all or any Shares or any interest in any Shares, unless and until the following provisions of this Clause 11.2 are complied with in respect of such transfer PROVIDED THAT, notwithstanding anything to the contrary in this Agreement or Clause 11.2, no Shareholder (or other Person entitled to transfer the Shares registered in the name of a Shareholder) may transfer any Share pursuant to Clause 11.2 until the expiration of 10 years following the date of Final Closing, other than with respect to Clause 11.1 or the enforcement by third party financial institutions of such Encumbrances of the Shares as are permitted under Clause 8.10.

(c) Before a Shareholder (or other Person entitled to transfer the Shares registered in the name of a Shareholder) (the “Seller”) transfers or disposes of any Share or any interest in any Share to any Person after the date falling ten years after the Final Closing, the Seller shall give notice in writing (an “Offer Notice”) to the other Shareholders (the “Other Shareholders”) offering to sell such Shares to the Other Shareholders in accordance with this Clause 11.2. The offer will be open for a period of 60 days from the date of the Offer Notice (the “Acceptance Period”). If the Seller is White Horse or a White Horse Affiliate, the Offer Notice shall be given (and the offer of the Shares described therein shall be made) solely to CEDC (or as the case may be its permitted assignee to whom CEDC’s rights under this Agreement have been assigned pursuant to Clause 11.1). If the Seller is CEDC or a CEDC Affiliate, the Offer Notice shall be given (and the offer of the Shares described therein shall be made) solely to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1). If the Seller is not White Horse, a White Horse Affiliate, CEDC or a CEDC Affiliate, the Offer Notice shall first be given (and the offer of the Shares described therein shall first be made) solely to CEDC (or as the case may be its permitted assignee to whom CEDC’s rights under this Agreement have been assigned pursuant to Clause 11.1) and if CEDC (or as the case may be its permitted assignee to whom CEDC’s rights under this Agreement have been assigned pursuant to Clause 11.1) does not accept such offer as to all such Shares in accordance with the procedure set forth in this Clause 11.2(c), the Seller shall give an Offer Notice (and offer the Shares described therein) solely to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) on the Business Day immediately following the expiration of the Acceptance Period.

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(d) The Offer Notice:

(i) shall confirm that the Seller has received a bona fide all cash offer from a Person who is not an Affiliate of the Seller to purchase some or all of its Shares, give details of the identity of the proposed purchaser and the terms of such offer, including the number of Shares which are the subject of such offer (the “Sale Shares”) and the offer price therefor (the “Sale Price”);

(ii) except as provided in Clause 11.2(d)(iii), shall be irrevocable; and

(iii) except where it is given or deemed to be given under Clauses 11.1(b) or 13.1 (Default Notice), may contain a provision that, unless the Other Shareholders purchase all or a minimum number of the Sale Shares, none of the Sale Shares will be sold to the Other Shareholders.

(e) Subject to Clause 11.2(c), any time within the Acceptance Period, any or all of the Shareholders to whom the Offer Notice is given (the “Accepting Shareholders”) may accept the offer of all or, subject to Clause 11.2(d)(iii), any of the Sale Shares (but not less than the minimum number (if any) specified in the Offer Notice) by giving notice in writing (the “Acceptance Notice”) of that acceptance to the Seller. The Acceptance Notice shall specify the place and time (being not earlier than 21 and not later than 60 days after the date of the Acceptance Notice) at which the sale of the Sale Shares (or, subject to Clause 11.2(d)(iii), such of the Sale Shares as are accepted for purchase) will be completed.

(f) The Seller will be bound to transfer the Sale Shares (or, subject to the provisions of Clause 11.2(d)(iii), such of the Sale Shares as are applied for) to the Accepting Shareholders at the time and place specified in the Acceptance Notice and payment of the Sale Price for the Sale Shares (or such proportionate part of the Sale Price it relates to such of the Sale Shares as are applied for) will be made by the Accepting Shareholders to the Seller.

(g) If, after having become bound to do so, the Seller fails to transfer the Sale Shares (or, subject to the provisions of Clause 11.2(d)(iii), such of the Sale Shares as are applied for), then the following provisions shall apply:

(i) the Chairman of the Company or failing him the Secretary will be deemed to have been appointed the Seller’s agent with full power to execute, complete and deliver, in the name of and on behalf of the Seller, a transfer of the Sale Shares (or such of the Sale Shares as are applied for) to the Accepting Shareholders against payment of the Sale Price (or such proportionate part of it as aforesaid);

(ii) on payment to the Company of the Sale Price (or such proportionate part of it as aforesaid) and of the relevant stamp duty payable in respect of the transfer to the Company, the Accepting Shareholders will be deemed to have obtained a good discharge for that payment and on execution and delivery of the transfer(s) the Accepting Shareholders will be entitled to insist that its name is entered in the register of members as the holder by transfer of, and to be issued with share certificates in respect of, the Sale Shares (or, subject to Clause 11.2(d)(iii), such of the Sale Shares as are applied for); and

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(iii) after the name of the Accepting Shareholders has been entered in the register of members in exercise of the powers mentioned above, the validity of the proceedings will not be questioned by any Person

(h) The Company will be trustee for any moneys received as payment of the Sale Price (or such proportionate part of it as aforesaid) from the Accepting Shareholders and will promptly pay them to the Seller (subject to applying the same on its behalf in settling any fees or expenses falling to be borne by the Seller) together with any balancing share certificate to which it may be entitled.

(i) If, by the expiry of the Acceptance Period, the offer for the Sale Shares has not been accepted on the terms of the Offer Notice or otherwise as aforesaid by the Accepting Shareholders or if any of the Sale Shares allocated are not paid for by the Accepting Shareholders on the date for completion specified in the Acceptance Notice, then, subject to Clause 11.3, the Seller may elect to transfer, within three months thereafter, those Sale Shares to any Person at a cash price not lower than the Sale Price. For the avoidance of doubt, if the Accepting Shareholders have not accepted for payment the minimum number of Sale Shares specified in the Offer Notice, all the Sale Shares may be sold pursuant to this Clause 11.2(i).

(j) The Directors may refuse to register any transfer of any Share unless:

(i) it has been transferred in accordance with the provisions of this Clause 11;

(ii) it is lodged at the registered office or at another place determined by the Directors, and is accompanied by the certificate for the Shares to which it relates and such other evidence as the Directors may reasonably require to show that the Transferor is the holder or a person entitled to execute the transfer under Clause 11.1; and

(iii) complies with applicable law.

PROVIDED THAT, notwithstanding anything to the contrary in this Agreement or Clause 11.2, no Shareholder (or other Person entitled to transfer the Shares registered in the name of a Shareholder) may transfer any Share pursuant to Clause 11.2 until the expiration of 10 years following the date of Final Closing, other than with respect to the enforcement by third party financial institutions of such encumbrances of the Shares as are permitted under Clause 8.10.

11.3 Tag Along Rights

(a) Notwithstanding Clause 11.2, if CEDC or any of its Affiliates is deemed a Seller for the purposes of Clause 11.2 (the “Tag Along Seller”) elects to transfer the Sale Shares (the “Sale Interest”) in accordance with Clause 11.2(i) (a “Tag Along Sale”), then White Horse and each of its permitted transferees holding Shares (the “Tag Along Shareholder”) shall have the right to participate in such Tag Along Sale on the terms set out in this Clause 11.3.

(b) The Tag Along Seller shall give the Tag Along Shareholder not less than 30 days’ written notice (a “Sale Notice”) of its intention, describing the price offered, all other material terms and conditions of the Tag Along Sale and, if the consideration payable pursuant to the Tag Along Sale consists in whole or in part of consideration other than cash, such information relating to such other consideration as the Tag Along Shareholder may reasonably request and which is available to the Tag Along Seller.

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(c) In connection with any Tag Along Sale, the Tag Along Shareholder shall have the right, in its sole discretion, to sell some or all of its Shares at the same price per Share and otherwise on the same terms and at the same time as set out in the Sale Notice; PROVIDED, HOWEVER, THAT the number of Shares sold by the Tag Along Shareholder shall not be less than the total number of Shares held by the Tag Along Shareholder on the date of the Sale Notice multiplied by a fraction, the numerator of which is the number of Shares being sold by the Tag Along Seller in the Tag Along Sale and the denominator of which is the total number of Shares held by the Tag Along Seller on the date of the Sale Notice.

11.4 Transfer of Rights and Obligations

If a transfer of Shares is made in accordance with the terms of this Agreement or otherwise, the transferring Shareholder shall procure that the transferee enters into and delivers to the Company a Deed of Adherence in the form attached in Schedule 6, and unless and until such transferee so enters into and delivers such Deed of Adherence, such transfer shall be void and of no effect.

11.5 Release of Shareholder Guarantees

In the event that a Shareholder (the “Disposing Shareholder”) disposes of all of its Shares, otherwise than to one of its Affiliates, the Shareholder acquiring those Shares (the “Acquiring Shareholder”) will use all reasonable endeavours to obtain the release of the Disposing Shareholder from any Shareholder Guarantee. Until that release is obtained, the Acquiring Shareholder shall keep the Disposing Shareholder indemnified against all Losses in connection with any Shareholder Guarantee.

11.6 Endorsement of Share Certificates

The share certificate for each Share shall have endorsed upon it a memorandum to the following effect:

“The Shares represented by this Certificate are subject to the terms and conditions of an Agreement made on [•], 2008 a copy of which is available for inspection to Shareholders and (at the invitation of the Shareholders and subject to delivery of an appropriate undertaking regarding confidentiality) to a bona fide potential transferee of Shares, at the registered office of the Company.”

12. DEADLOCK

Each Shareholder shall use all reasonable endeavours to resolve any disagreement they may have on any matter requiring their joint approval under the terms hereof. If the Shareholders cannot agree (a “Deadlock”), each Shareholder shall refer the matter to, in the case of CEDC and each of its Affiliates as are Shareholders, the chief executive officer of CEDC, and in the case of White Horse and each of its Affiliates as are Shareholders, to a nominee (the “White Horse Nominee”), who shall endeavour in good faith to settle the Deadlock as soon as practicable.

13. DEFAULT

13.1 Default Notice

(a) If an Event of Default occurs due to the acts or omissions of a Shareholder (the “Defaulting Shareholder”), then the other Shareholder(s) (the “Non-defaulting

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Shareholders”) shall be entitled (but not obligated) to serve a notice (a “Default Notice”) on the Defaulting Shareholder. Upon service of the Default Notice (or, in the case of a Default Notice being served on the basis of the Event of Default set out in Clause 13.3(e) (and not on any other basis), following the expiry of 15 Business Days following the date of the relevant Default Notice specifying the relevant breach PROVIDED THAT the material breach giving rise to the Event of Default has not at such time been remedied (at no cost to the Non-defaulting Shareholders or, if there shall have been a cost of the non-defaulting shareholders, if such cost has been fully reimbursed)), the Non-defaulting Shareholders shall be entitled (but not obliged) to serve a further notice (an “Exit Notice”) and thereafter promptly appoint the Independent Expert who shall determine the Default Price and provide written notice to the Shareholders of such determination within 30 Business Days of the Default Notice (the “Default Price Notice”).

(b) If the Defaulting Shareholder is a CEDC Shareholder (or as the case may be their permitted assignees to whom their respective rights under this Agreement have been assigned pursuant to Clause 11.1) or an Affiliate thereof, from the date of delivery of such Exit Notice, CEDC shall be bound to purchase, and White Horse and each of its relevant Affiliates shall be bound to sell, all of the Shares held by White Horse and each such Affiliate (the “Default Shares”) on the terms substantially the same as those set out in the Term Sheet. The purchase will be completed as soon as reasonably practicable at the registered office of the Company or such other location as the parties may agree. CEDC shall forthwith pay the Default Price directly to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate) by deposit of immediately available funds to such bank and account as it may designate in writing for that purpose or, if White Horse or such transferee fails to designate such a bank and/or account, then to such bank and account that CEDC shall designate in writing for the deposit of such funds to be held for the account or on behalf of White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate).

(c) If the Defaulting Shareholder is White Horse or as the case may be any permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1, from the date of delivery of such Exit Notice, White Horse and each of its relevant Affiliates shall be bound to sell, and CEDC shall be bound to purchase, the Default Shares on the terms substantially the same as those set out in the Term Sheet. The purchase will be completed as soon as reasonably practicable at the registered office of the Company or such other location as the parties may agree. If White Horse or any such Affiliate, after having become bound to transfer the Default Shares to CEDC, defaults in so doing, the Board shall authorise the execution of any necessary transfers of the Shares in favour of CEDC and a duly appointed representative of the Board will be deemed to have been appointed White Horse’s or such Affiliate’s attorney with full power to execute, complete and deliver, in the name of and on behalf of White Horse or as the case may be such Affiliate, a transfer of the Default Shares, and shall cause CEDC to be entered in the register of the Company as the holder of the Default Shares. CEDC shall forthwith pay the Default Price directly to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate) by deposit of immediately available funds to such bank and account as it may designate in writing for that purpose or, if White Horse or such transferee fails to designate such a bank and/or account, then to such bank and account that CEDC shall designate in writing for the

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deposit of such funds to be held for the account or on behalf of White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (on behalf of itself and each relevant Affiliate).

(d) In any other case, not covered by (a) and (b) above, the Defaulting Shareholder shall sell its or their Shares to White Horse and CEDC in proportion to their respective shareholdings in the Company (in each case together with their Affiliates).

(e) Any costs incurred by the Company or any Shareholder in determining the Default Price shall be borne by the Defaulting Shareholder.

(f) In the event that CEDC fails to comply with its obligation to purchase the Default Shares where required by this Clause 13.1, White Horse shall have the right to call CEDC’s shares in the Company on terms mutatis mutandis to the above, at a price equal to the Specified Proportion of CEDC together with each of its Affiliates (taken together) of the Base Valuation for the relevant year (but for such purpose disregarding the $300,000,000 floor), multiplied by 80 per cent.

13.2 Other Rights of Non-Defaulting Shareholders

The right of the Non-defaulting Shareholders to serve a Default Notice or an Exit Notice is without prejudice to any other rights or remedies which any Non-Defaulting Shareholders may have against the Defaulting Shareholder.

13.3 Meaning of “Event of Default”

An “Event of Default” in relation to a Shareholder means the occurrence of any of the following:

(a) that Shareholder transferring any Shares or any interest in any Shares otherwise than as permitted under the terms of this Agreement;

(b) save as permitted by this Agreement, that Shareholder assigning any of its rights under this Agreement;

(c) (i) (in respect of CEDC and each Affiliate of CEDC) the Consolidated Company failing to satisfy a Proposal made in accordance with Clause 8.7 in full by the Final Date, PROVIDED THAT such satisfaction in full does not require the consent, approval or other action of White Horse of any of its Affiliates which has not been timely given and (ii) the passing of the date on which a Proposal may be made pursuant to Clause 8.7, PROVIDED THAT no such Proposal has then been made with respect to the relevant Shortfall Situation or an Overspend Situation;

(d) that Shareholder breaching its obligations under Clauses 5.2(a), 5.2(b), or 8.1;

(e) any breach by the parties to the SPA of their obligations under Clause 8 of the SPA;

(f) any material breach by that Shareholder of its obligations under this Agreement;

(g) the making of an order or the passing of a resolution for the administration, liquidation or winding-up of that Shareholder or any Person that Controls such Shareholder, otherwise than for the purpose of a solvent reconstruction or amalgamation;

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(h) in the circumstances for the occurrence of an Event of Default set out in Clause 11.1(b); or

(i) any event occurring in an applicable jurisdiction which is analogous to any of the events referred to in Clause 13.3(g).

14. TRANSFERS OF SHARES UPON DEFAULT

14.1 Place and Timing of Completion

If a Shareholder (the “Purchasing Shareholder”) exercises its right under the provisions of Clause 13 to purchase the Shares of another Shareholder (the “Selling Shareholder”), then completion of the Purchase (“Default Completion”) shall take place:

(a) at the registered office of the Company or at such other location as agreed between the Shareholders; and

(b) subject to an earlier date being specified by this Agreement, 15 Business Days after the date on which Default Price Notice is served.

14.2 Default Completion

At the Default Completion

(a) the Selling Shareholder shall deliver (or procure that there are delivered) to the Purchasing Shareholder:

(i) a duly completed share transfer form transferring the legal and beneficial ownership of the relevant Shares to the Purchasing Shareholder (or as it may direct);

(ii) the share certificates relating to the Shares; and

(iii) such other documents as the Purchasing Shareholder may reasonably require to show good title to the Shares or to enable the Purchasing Shareholder to be registered as the holder of the Shares subject to the payment of any applicable transfer taxes, stamp duties or similar amounts due to be paid as a consequence of the transfer (which shall be the sole responsibility of the Selling Shareholder);

(b) the Purchasing Shareholder shall pay (or shall procure that there is paid) to the Selling Shareholder the purchase price of such Shares as provided for herein; and

(c) the Selling Shareholder shall deliver to the Purchasing Shareholder such resignations and other documents as required by Clause 5.5.

14.3 Default by Selling Shareholder

If a Selling Shareholder which has become bound to sell its Shares defaults in transferring any Shares, then the Purchasing Shareholder may execute a transfer of those Shares in favour of the Purchasing Shareholder. Each Shareholder irrevocably appoints each other Shareholder as its attorney for such purpose and to secure the performance of the Selling Shareholder’s obligation to transfer the Shares to the Purchasing Shareholder hereunder.

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14.4 Registration of Transfers

The Shareholders shall procure that the Directors shall not be obliged to register any transfer of any Share:

(a) if the transfer is, in the reasonable opinion of each of the Directors who are Cypriot Residents (but excluding for such purpose any such Director who is appointed by the proposed transferor or the proposed transferee of the Share), not permitted under the terms of this Agreement; or

(b) in any event, unless the transferee (unless it is already a Shareholder) shall have entered into a Deed of Adherence pursuant to Clause 11.4.

The Directors shall otherwise be obliged to register any transfer subject only to any requirements of applicable law.

15. GUARANTEE OF CEDC

15.1 Guarantee

CEDC unconditionally and irrevocably guarantees to White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1), the due and punctual performance of all of the obligations of Bols under this Agreement.

15.2 Continuance of Guarantee

The guarantee set out in Clause 15.1 is a continuing guarantee. No payment or other settlement will discharge CEDC’s obligations under Clause 15.1 unless and until all of Bols’ obligations subject to the guarantee have been discharged in full.

15.3 Independence of Guarantee

The guarantee set out in Clause 15.1 is in addition to, and independent of, any other guarantee or security which White Horse (or as the case may be its permitted assignee to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) may have.

15.4 Primary Obligor

As an original and independent obligation, CEDC agrees to perform every payment obligation expressed to be undertaken by Bols under this Agreement which is not performed by Bols, notwithstanding that such obligations may not be enforceable against Bols, whether by reason of any legal limitation, disability or incapacity affecting Bols or any other fact or circumstance (other than any limitation imposed by this Agreement), as though those payment obligations had been undertaken by Bols as the sole or principal obligor in respect of them, and those obligations shall be performed by CEDC on demand.

16. TERMINATION

16.1 Reasons for Termination

This Agreement shall continue in full force and effect from the date hereof until the earliest of the following:

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(a) the date on which all the Shareholders agree in writing to its termination;

(b) the date on which all the Shares become legally and beneficially owned by one Person; and

(c) the date of dissolution of the Company following its liquidation whether voluntary or compulsory (other than for the purpose of an amalgamation or reconstruction approved by all the Shareholders).

16.2 Continuing Obligations after Termination

If this Agreement terminates, all obligations of the parties under this Agreement shall end (except for any provision expressly stated to survive termination), but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

17. ANNOUNCEMENTS

(a) Subject to Clause 17(b), no announcement concerning this Agreement or any ancillary matter shall be made by any party (and each party shall procure that no member of their respective Groups, and that the Company and no member of the Group, shall make any such announcement) without the prior written approval of CEDC (in the case of announcements by White Horse or the Company) and/or White Horse (in the case of announcements by the Company and/or Bols and/or CEDC), such approval not to be unreasonably withheld or delayed.

(b) Any party may make an announcement, or permit or allow any other member of its Group to make an announcement, concerning this Agreement or any ancillary matter if and to the extent required by:

(i) the law of any relevant jurisdiction;

(ii) 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 (except where such party is CEDC) shall take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such announcement with the other before making (or as the case may be permitting or allowing) such announcement.

(c) The restrictions contained in this Clause 17 shall continue to apply after the rescission or termination of this Agreement for a period of three years.

18. CONFIDENTIALITY

(a) Subject to Clause 18(b), 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:

(i) the provisions of this Agreement;

(ii) the negotiations relating to this Agreement or the transaction documents;

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(iii) the subject matter of this Agreement, the Business or the transaction documents; or

(iv) the other party.

(b) Notwithstanding Clause 18(a), a party may disclose Confidential Information if and to the extent that:

(i) it is required by the law of any relevant jurisdiction;

(ii) 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;

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

(iv) it is disclosed on a strictly confidential basis to directors and employees of that party or to directors and employees of its Affiliates in each case strictly on a need to know basis;

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

(vi) CEDC (in the case of disclosure by White Horse) or White Horse (in the case of disclosure by Bols and/or CEDC) have given its prior written approval to the disclosure; or

(vii) such disclosure is required to enable that party to enforce its rights under this Agreement.

(c) Each 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 in connection with the enforcement of their rights hereunder.

(d) The restrictions contained in this Clause 18 shall continue to apply after the rescission or termination of this Agreement for a period of three years.

19. NOTICES

19.1 General

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

(b) Any such notice or other communication shall be addressed as provided in Clause 19.2 and, if so addressed, shall be deemed to have been duly given or made as follows:

(i) if sent by personal delivery, upon delivery at the address of the relevant party;

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(ii) if sent by international courier, upon receipt of a confirmation of delivery; and

(iii) 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.

19.2 Contact Information

The relevant addressee and facsimile number of each party for the purposes of this Agreement, subject to Clause 19.3, are:

Name of party:	For the attention of:	Facsimile No.:
White Horse	Sergei Kupriyanov	+7 495 702 62 15
Bols	William V. Carey	+48 22 488 43 10
CEDC	William V. Carey	+48 22 488 43 10
Company	William V. Carey and	+48 22 488 43 10
	Sergei Kupriyanov	+7 495 702 62 15

The addresses of White Horse, Bols, CEDC and the Company are as set forth at the commencement of this Agreement.

Any notice or other communication to White Horse 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 Bols or CEDC 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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Any notice or other communication to the Company shall be addressed as above, with a copy to each of:

Akin Gump Strauss Hauer & Feld LLP

Ducat Place II

7 Gasheka Street

Moscow 123056 Russia

Attn: Andrei Danilov

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

Dewey & LeBoeuf

One Minster Court

Mincing Lane

London EC3R 7YL

United Kingdom

Attn: Stephen J. Horvath III

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

19.3 Changes to Contact Information

A party may notify the other parties to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of Clause 19.2 PROVIDED THAT such notification shall only be effective on:

(a) the date specified in the notification as the date on which the change is to take place; or

(b) 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.

20. COSTS

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. GENERAL

21.1 No prejudice to Other Rights

Any rights conferred upon any Shareholder by this Agreement shall be without prejudice to the rights conferred on a Shareholder under general law by virtue of its shareholding in the Company.

21.2 Cessation

Subject to the terms of this Agreement, a party shall cease to be a party to this Agreement for the purpose of receiving benefits and enforcing its rights with effect from the date such party ceases to legally own any shares in the capital of the Company (but without prejudice to any benefits and rights accrued prior to such cessation and any provisions expressed to survive termination of this Agreement).

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21.3 Interaction of the Articles and this Agreement

(a) In the event of any conflict between this Agreement and the Articles, this Agreement shall override those conflicting provisions.

(b) The Shareholders shall vote their Shares in favour of any amendments to the Articles that may be necessary or desirable to give effect to this Agreement and the transactions contemplated by the SPA, including the reclassification of the Shares.

21.4 No Assignment

Save as provided in Clause 11, no party may assign any of its rights under this Agreement without the prior written consent of the other parties.

21.5 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) each of the parties hereby waives any remedy in respect of (and acknowledges that the other parties nor any of their respective 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.

21.6 Amendments

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

21.7 Remedies and Waivers

(a) No delay or omission on the part of either 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.

(b) 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.

21.8 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:

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

(b) 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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21.9 No Partnership

Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Shareholders and/or between any of them and the Company. Save as provided herein or in the Articles or as required or implied by applicable law, no Shareholder shall have or owe any duty or obligation to any other Shareholder or to the Company.

21.10  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.

21.11  Choice of Governing Law and Arbitration

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

(b) All Shareholders shall give reasonable support, if requested by the Company, in Litigation other than litigation against that Shareholder or its Affiliates or which otherwise is or may be materially detrimental to that Shareholder.

(c) 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 party in dispute (save as set out in Clause 21.11(d)). 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.

(d) Where there are more than two parties to any reference for arbitration in accordance with Clause 21.11(c), and except where otherwise agreed by the parties, for the purposes of Article 8.1 of the LCIA Rules the parties agree that White Horse, on the one hand, and CEDC, on the other hand, represent two separate sides for the formation of the arbitral tribunal as claimant and respondent respectively (or vice versa). Accordingly, White Horse shall nominate one arbitrator and CEDC shall nominate one arbitrator, respectively. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-nominated arbitrators within 14 days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA Court.

(e) Nothing in this Agreement shall prevent the parties seeking interim relief or conservatory measures in aid of the arbitration proceedings or for the enforcement of any arbitral award, PROVIDED THAT the parties agree that they may seek, and shall only be entitled to, such relief as is consistent with Clauses 21.11(c) and 21.11(d). 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

36

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.

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

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SCHEDULE 1

DEFINITIONS

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

“1C” has the meaning ascribed to such term in the SPA;

“1C Amount” has the meaning ascribed to such term in the SPA;

“Acceptance Period” has the meaning given in Clause 11.2(c);

“Acceptance Notice” has the meaning given in Clause 11.2(e);

“Accepting Shareholders” has the meaning given in Clause 11.2(e);

“Acquiring Shareholder” has the meaning given in Clause 11.5;

“Affiliate” means in respect of any Person, another Person that is a Parent of, Controls, is Controlled by or is under common Control with the first-mentioned Person, PROVIDED THAT no member of the Group shall be an Affiliate of White Horse or either CEDC Shareholder;

“Annual Budget” means, in relation to each Financial Year, the business plan of the Company for that Financial Year prepared and delivered in accordance with Clause 7 comprising a forecast balance sheet and forecast of income and expenditure for the Company and its Subsidiaries including, amongst other things, projections of revenues, costs and fixed and working capital expenditure requirements;

“Applicable EBITDA” means, with respect to the date of determination, the Company’s Consolidated audited net profit for the prior financial year, before the deduction of interest, taxation, depreciation, amortization and non-recurring revenues and costs as derived from the accounts for such financial period or financial year and as determined in accordance with GAAP and specifically:

(a) excluding any deduction of tax on profits;

(b) excluding interest expense and similar charges and interest receivable or received and similar income (together with net monetary gain/loss from currency exchange rates adjustments);

(c) excluding costs and income arising from transactions of a capital nature (and in particular without limitation profits or losses on the sale of land, buildings or other fixed or intangible assets, profits or losses on the sale of investments, profits or losses on the sale of businesses, brands or companies and profits or losses caused by fluctuation in foreign currency exchange);

(d) excluding amortisation of any goodwill or any intangible assets;

(e) excluding depreciation or write down of fixed assets;

(f) excluding costs and expenses incurred in connection with the group’s acquisition activities and the compensation and reimbursement of related expenses for those employees who are engaged in such activities where one of the acquisitions was consummated in the respective period;

(g) including earnings derived from or generated in connection with sale of inventory;

(h) including earnings attributable to third party minority interests in any Subsidiary of the Company;

(i) excluding costs related to stock options awarded to senior management;

(j) excluding all audit related expenses;

(k) excluding expenses related to compensation of members of the board of directors; and

(l) excluding one-off non-recurrent revenues and expenses.

“Applicable Multiple” means with respect to the year 2010 and previous years 12, with respect to the year 2011, 11, and with respect to the year 2012 and thereafter, 10.

“Articles” means the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association of the Company to be adopted pursuant to clause 4.9 of the SPA;

“Base Strategic Plan” has the meaning given in Clause 8.2(c);

“Base Valuation” means the greater of the Applicable Multiple for the relevant year multiplied by the Applicable EBITDA for the previous year, or, if greater, $300,000,000;

“Binding Obligation” shall mean making, entering into or amending a contract, arrangement or commitment involving any agreement, transaction or payment (whether by a single transaction or payment or a series of related transactions or payments) whereby any member of the Group will pay (or, with respect to any guaranty or other indemnity or similar liability, contingently obligating any member of the Group to pay) to any person (other than a member of the Group), or whereby any person (other than a member of the Group) will pay (or, with respect to any guaranty or other indemnity or similar liability, contingently obligating any such person to pay) to any member of the Group (whether by a single transaction or payment or a series of related transactions or payments), more than $100,000 (or the equivalent thereof in any other currency);

“Board” means the board of directors of the Company from time to time;

“Business” means the business of the Company as described in Clause 3.1;

“Business Day” means any day except a Saturday or Sunday or statutory holiday in any of Moscow, New York, Warsaw, or the Republic of Cyprus;

“Call Option” has the meaning given in Clause 10.2(a);

“Call Option Exercise Notice” has the meaning given in Clause 10.2(b);

“Call Shares” has the meaning given in Clause 10.2(a);

“CEDC Directors” means the directors appointed by the CEDC Shareholders in accordance with Clause 5.2(b) or as the case may be their alternates;

“CEDC Group” means CEDC and its Affiliates (other than the Group);

“Chairman” means the person appointed to that title pursuant to Clause 5.2 for so long as such person holds such title;

“Change of Control” means, in relation to any Person, any Person or group of Persons becomes the beneficial owner or owner of an interest, directly or indirectly, or ceases to be the beneficial owner or owner of an interest, directly or indirectly, representing fifty per cent. or more of the voting power of the total outstanding interests of such Shareholder;

“Company Value” means, at any date of determination, the Applicable Multiple for such year multiplied by the Applicable EBITDA for the previous year;

“Consolidated” means the consolidation of any Person, in accordance with GAAP, with its properly consolidated Subsidiaries;

“Control,” “Controls,” or “Controlled” means:

(a) with respect to control of a company by a Person, the holding (other than by way of security) by or for the benefit of that Person of securities of that company to which are attached more than fifty per cent. of the votes that may be cast to elect directors of the company; or

(b) with respect to control of any other Person other than a company by a Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that other Person, whether through the ownership of voting securities, by contract or otherwise;

“Cypriot Resident” means a resident of the Republic of Cyprus pursuant to the applicable laws of the Republic of Cyprus;

“Deadlock” has the meaning given in Clause 12;

“Debt to Equity Ratio” means with respect to any Subsidiary of the Company formed under the laws of the Russian Federation, as of any date of determination, the ratio of (a) outstanding debt of such Subsidiary to (b) the difference between the sum of assets and the amount of liabilities of such Subsidiary, at such date, which such ratio is in violation of Article 269 of the Russian Tax Code;

“Default Completion” has the meaning given in Clause 14.1;

“Default Notice” has the meaning given in Clause 13.1;

“Default Price” means:

(a) if the Defaulting Shareholder is CEDC or an Affiliate of CEDC, with respect to the year in which the relevant Event of Default occurs, the greater of (i) an amount equal to the Specified Proportion of White Horse together with each of its Affiliates (taken together) of the Base Valuation for the relevant year (but for such purpose disregarding the $300,000,000 floor), multiplied by 120 per cent. (or, where applicable, multiplied by the relevant Uplift Percentage), and (ii) $300,000,000; or

(b) if the Defaulting Shareholder is White Horse or an Affiliate of White Horse, with respect to the year in which the relevant Event of Default occurs, the greater of (i) an amount equal to the Specified Proportion of White Horse together with each of its Affiliates (taken together) of the Base Valuation for the relevant year (but for such purpose disregarding the $300,000,000 floor), multiplied by 90 per cent., and (ii) $300,000,000;

“Default Price Notice” has the meaning given in Clause 13.1

“Defaulting Shareholder” has the meaning given in Clause 13.1;

“Default Shares” has the meaning given in Clause 13.1;

“Director” means a director of the Company for the time being;

“Disposing Shareholder” has the meaning given in Clause 11.5;

“Distribution Amount” means, with respect to the date of determination, a person’s Consolidated audited net profit for the prior financial year, before the deduction of interest amounts payable to any member of the CEDC Group in respect of financing arrangements made with any such member for such financial year and as determined in accordance with GAAP;

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, option, assignment, security interest or other encumbrance of any kind exercisable by a third party securing or any right conferring a priority of payment in respect of any obligation of any person;

“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;

“Event of Default” has the meaning given in Clause 13.3;

“Exit Notice” has the meaning given in Clause 13.1;

“Final Closing” shall have the meaning given thereto in the SPA;

“Final Date” has the meaning given in Clause 8.7;

“Financial Indebtedness” means indebtedness for moneys borrowed, debit balances at banks and other financial institutions, indebtedness under bonds, notes, debentures, loan stock or other debt security, and indebtedness under any guarantee or indemnity and any other transaction or indebtedness which would, in accordance with GAAP, be treated as a borrowing;

“Financial Year” means an accounting reference period of the Company which shall begin 1 January and end 31 December;

“Funding Notice” means a notice in writing from the Board to the Shareholders which shall specify:

(a) that further funds are required by the Company;

(b) the amount of the further funds required in the opinion of the Board;

(c) to the extent practicable, the period for which such funds are required in the opinion of the Board; and

(d) in reasonable detail, the reasons and/or calculations supporting these opinions;

“GAAP” means those generally accepted accounting principles and practices in the United States recognized as such by the Financial Accounting Standards Board (or any generally recognised successor);

“Group” means the Company and its Subsidiaries;

“IFRS” means the standards and interpretations adopted by the International Accounting Standards Board and known as the International Financial Reporting Standards;

“Independent Expert” means a member firm of the network of independent firms known as PricewaterhouseCoopers, KPMG, Ernst & Young, or Deloitte as agreed between the Defaulting Shareholder and (a) CEDC (if the Defaulting Shareholder is White Horse or an Affiliate of White Horse) or (b) White Horse (if the Defaulting Shareholder is CEDC or an Affiliate of CEDC) or otherwise (c) the Non-defaulting Shareholders (but excluding for such purpose any Affiliates of the Defaulting Shareholder), each acting reasonably and in good faith, or if such member firm is not so agreed upon within ten Business Days after service of an Exit Notice, such member as is thereafter engaged by the Non-defaulting Shareholders serving the relevant Exit Notice;

“Interim Period” means the period beginning with the closing date under the SPA and ending upon the Final Closing (as defined under the SPA);

“Licenses” means the licenses described on Schedule 3;

“Losses” means, in respect of any matter, event or circumstance, all losses, claims, demands, actions, proceedings, damages, and other payments, costs, expenses or other liabilities of any kind arising out of such matter, event or circumstance;

“Minimum Holding Condition” means, in respect to a given Shareholder, the Specified Proportion of that Shareholder together with the Specified Proportions of each of its Affiliates being in excess of five per cent.;

“New Production Facilities” means the facilities described on Schedule 4;

“Non-defaulting Shareholders” has the meaning given in Clause 13.1;

“Offer Notice” has the meaning given in Clause 11.2(c);

“Operational Financial Requirements” means: (a) the minimum financial obligations required to operate the Company and its Subsidiaries in the ordinary course of business and obtain and maintain the Licenses, in each case during the Interim Period, and (b) the financial obligations described in a Russian Venture Offer Notice, the offer pertaining to which has been accepted pursuant to Clause 10.3(d);

“Option Purchase Price” means, with respect to the exercise of a Call Option or as the case may be the Put Option, an amount equal to the product of: (a) a fraction, the numerator of which is the number of Call Shares or Put Shares, as applicable, in such exercise, the denominator of which is all outstanding Shares, and (b) the Base Valuation as of such exercise;

“Original Ultimate Parent” means the Ultimate Parent of the Transferor at the time the Transferor acquired the Relevant Shares;

“Other Shareholders” has the meaning given in Clause 11.2(c);

“Overspend Situation” has the meaning given in Clause 8.6;

“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 White Horse, any of the direct or indirect ultimate beneficial holders of shares of White Horse and any immediate family member thereof;

“Permitted Overspend” means, to the extent actually spent, any expenditure specifically approved by a White Horse Director (whether pursuant to Clause 8.1(a) or otherwise) or White Horse (or a simple majority of its permitted assignees to whom White Horse’s rights under this Agreement have been assigned pursuant to Clause 11.1) (whether pursuant to Clause 8.1(b) or otherwise);

“Proposal” has the meaning given in Clause 8.7;

“Put Option” has the meaning given in Clause 10.3(a);

“Put Option Exercise Notice” has the meaning given in Clause 10.3(b);

“Put Shares” has the meaning given in Clause 10.3(a);

“Purchasing Shareholder” has the meaning given in Clause 14.1;

“Qualifying External Circumstance” means:

(a) with respect to a possible Shortfall Situation, an event or circumstance outside of the reasonable control of the CEDC Shareholders or their Affiliates that (i) constitutes a breach by (x) the Seller, (y) a third-party provider of a service to a member of the Company Group, or (z) a third-party seller of an asset to a member of the Company Group, in respect of the purchase of an asset or service from a person other than the CEDC Shareholders or their Affiliates, (ii) is required under the terms of the licences or approvals under which the Business operates, (iii) arises due to a newly enacted or amended law or regulation of the Russian Federation, or (iv) is an incident of

terrorism, fire, explosion, flood, or other calamity, or is a labour dispute, which in the case of subparagraph (i), (ii), (iii), or (iv), as applicable, has reduced an item of Relevant Expenditure, or affected the date on which such Relevant Expenditure was incurred, such that a Shortfall Situation has arisen, and

(b) with respect to a possible Overspend Situation, an event or circumstance outside of the reasonable control of the CEDC Shareholders or their Affiliates that (i) arises due to a newly enacted or amended law or regulation of the Russian Federation, or (ii) is an incident of terrorism, fire, explosion, flood, or other calamity, or is a labour dispute, which in the case of subparagraph (i) or (ii), as applicable, has increased an item of Relevant Expenditure, or affected the date on which such Relevant Expenditure was incurred, such that an Overspend Situation has arisen;

“Relevant Expenditure” means such expenditure of the Consolidated Company as is classified or treated as “Employee Expenses”, “Marketing Spend”, “Selling, General and Administrative Expenses” or “Capital Expenditures” for the purposes of the Annual Budget;

“Relevant Shares” has the meaning given in Clause 11.1(a);

“Relevant Overspend Percentage” means (i) with respect to the financial year ending 31 December 2008, 120 per cent., and (ii) with respect to the financial year ending 31 December 2009, 110 per cent. and (iii) with respect to the financial year ending 31 December 2010 and thereafter, 110 per cent.;

“Relevant Underspend Percentage” means (i) with respect to the financial year ending 31 December 2008, 80 per cent., and (ii) with respect to the financial year ending 31 December 2009, and thereafter, 90 per cent.;

“Russian Business Venture” means any business venture whose the primary income originates from products or services manufactured, distributed, or supplied in the Russian Federation, the consideration paid for which does not exceed $50,000,000;

“Russian Tax Code” means the Tax Code of the Russian Federation, part 1 No. 146-FZ dated 31 July 1998 and part 2 No. 117-FZ, dated 5 August 2000, as amended;

“Russian Venture Offer Notice” has the meaning given in Clause 10.4(a);

“Russian Venture Acceptance Notice” has the meaning given in Clause 10.4(b);

“Russian Venture Acceptance Period” has the meaning given in Clause 10.4(a);

“Russian Venture Sale Price” has the meaning given in Clause 10.4(b);

“Sale Interest” has the meaning given in Clause 11.3(a);

“Sale Notice” has the meaning given in Clause 11.3(b);

“Sale Price” has the meaning given in Clause 11.2(d)(i);

“Sale Shares” has the meaning given in Clause 11.2(d)(i);

“Sales Ceiling Percentage” means (i) with respect to the financial year ending 31 December 2008, 110 per cent., (ii) with respect to the financial year ending 31 December 2009, 107.5 per cent. and (iii) with respect to the financial year ending 31 December 2010 and thereafter, 105 per cent.;

“Sales Floor Percentage” means (i) with respect to the financial year ending 31 December 2008, 90 per cent., (ii) with respect to the financial year ending 31 December 2009, 92.5 per cent. and (iii) with respect to the financial year ending 31 December 2010 and thereafter, 95 per cent.;

“SAP” has the meaning ascribed to such term in the SPA;

“Secretary” means the corporate secretary of the Company from time to time;

“Seller” has the meaning given in Clause 11.2(c);

“Selling Shareholder” has the meaning given in Clause 14.1;

“Share” means a share in the capital of the Company from time to time in issue;

“Shareholder Guarantee” means any guarantee of liabilities of any member of the Group by a Shareholder or any Affiliate of a Shareholder;

“Shareholders” means the holders of Shares from time to time;

“Shortfall Situation” has the meaning given in Clause 8.5;

“Shortfall Quarter” means a quarter in which there are one or more Shortfall Situations;

“Shortfall Uplift Percentage” means with respect to the calculation Default Price following the Event of Default described at Clause 13.3(c), (i) 130 per cent. in the event of there being one Shortfall Quarter, (ii) 140 per cent. in the event of there being two Shortfall Quarters, (iii) 150 per cent. in the event of there being three Shortfall Quarters, (iv) 160 per cent. in the event of there being four Shortfall Quarters and (v) 170 per cent. in the event of there being five or more Shortfall Quarters;

“SPA” means the sale and purchase agreement for Shares in the Company entered into between White Horse, William V. Carey and the CEDC Shareholders, dated 11 March, 2008;

“Specified Proportion” means, in relation to a Shareholder at any time, the proportion of the total number of outstanding Shares that it holds at that time;

“Subsidiary” means any Person of which at least five per cent. of the Equity Interest (however designated) entitled (without regard to the occurrence of any contingency) to vote in the election of the governing body, partners, managers, directors or others that will control the management of such entity is owned by such Person directly or indirectly;

“Tag Along Sale” has the meaning given in Clause 11.3(a);

“Tag Along Seller” has the meaning given in Clause 11.3(a);

“Tag Along Shareholder” has the meaning given in Clause 11.3(a);

“Term Sheet” means the terms set forth in Schedule 5 hereto;

“Transferor” has the meaning given in Clause 11.1(a);

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

“Uplift Percentage” means with respect to the calculation of the Default Price following the Event of Default described at Clause 13.3(c), (i) 130 per cent. in the event of there being one Shortfall Quarter, (ii) 140 per cent. in the event of there being two Shortfall Quarters, (iii) 150 per cent. in the event of there being three Shortfall Quarters, (iv) 160 per cent. in the event of there being four Shortfall Quarters and (v) 170 per cent. in the event of there being five or more Shortfall Quarters;

“Urozhay Brand” means the rights to the trademarks of ZAO Firm Urozhay categorized as class 33 under the International (Nice) Classification of Goods and Services for the Purposes of the Registration of Marks (8^th Edition);

“White Horse Directors” means the directors appointed by White Horse in accordance with Clause 5.2(a) or as the case may be their alternates;

“White Horse Group” means the White Horse and its Affiliates (other than the Group);

“White Horse Nominee” has the meaning given in Clause 12; and

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

SCHEDULE 2

PART A

KEY BOARD DECISIONS

1. CONSTITUTION OF THE COMPANY

Change its registered name, its registered office, or its business name.

2. THE BUSINESS

(a) Enter into a Binding Obligation if, at the moment when such Binding Obligation is proposed to be entered into, with respect to the then existing quarter of the Consolidated Company, such Binding Obligation will cause or is reasonably likely to cause a Relevant Expenditure being more than the Relevant Overspend Percentage of the corresponding projected expenditure for each relevant category as set forth for the relevant quarter in the Annual Budget, as multiplied by a fraction of which the numerator is the amount of Sales reasonably estimated for such quarter taking into account the facts and circumstances as of such moment (which for purposes of this paragraph 2(a) will be deemed to be no more than the Sales Ceiling Percentage of the amount of Sales as set forth for the relevant quarter in the Annual Budget) and the denominator is the amount of Sales as set forth for the relevant quarter in the Annual Budget.

(b) Enter into a partnership, joint venture, or profit sharing agreement.

(c) Make or permit any substantial alteration (including cessation) to the general nature of the Business or add any material new activity.

(d) Enter into voluntary liquidation.

3. SHARE CAPITAL

(a) Subscribe for or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate other than in a member of the Group and other than interests in trade associations or similar bodies.

(b) Permit the disposal or dilution of its interest directly or indirectly in any company or body corporate other than to a member of the Group and other than interests in trade associations or similar bodies.

4. FINANCIAL POLICY

(a) Exceed a Group Debt Ratio of 3.5 to 1, where “Group Debt Ratio” means with respect to the Company on a Consolidated basis, as of any date of determination, the ratio of (a) outstanding Financial Indebtedness to (b) the Applicable EBITDA.

(b) Chose to default under any existing Financial Indebtedness.

5. RELATED PARTY TRANSACTIONS, BINDING OBLIGATIONS

(a) Making, entering into or amending any Binding Obligation with a Shareholder or an Affiliate of a Shareholder, other than on an arms length basis and under market conditions.

(b) Enter into a Binding Obligation if, with respect to any quarter of the Consolidated Company, if such Binding Obligation will cause or is reasonably likely to cause the Relevant Expenditure being more than the Relevant Overspend Percentage of the corresponding projected expenditure for each relevant category as set forth for the relevant quarter in the Annual Budget, as multiplied by the fraction of which the numerator is the amount of Sales in such quarter (which for purposes of this paragraph 5(b) will be deemed to be no more than the Sales Ceiling Percentage of the amount of Sales as set forth for the relevant quarter in the Annual Budget) and the denominator is the amount of Sales as set forth for the relevant quarter in the Annual Budget.

SCHEDULE 2

PART B

KEY SHAREHOLDER DECISIONS

1. CONSTITUTION OF THE COMPANY

Alter or amend its Articles.

2. THE BUSINESS

(a) Sell, transfer, lease, licence or in any way dispose of all or a material part of the Business whether by a single transaction or a series of transactions related or not.

(b) Absorb or merge with or be absorbed by or merge with any other company.

3. CONTRACTING

Except as otherwise required pursuant to Clause 3.2, amend an agreement with a Shareholder or an Affiliate of a Shareholder in a manner otherwise than on an arm’s length basis and to the material detriment of the Company or the Group.

4. SHARE CAPITAL

(a) Carry out any form of capital restructuring.

(b) Create any shares or securities.

(c) Increase, reduce, repay, subdivide, consolidate or otherwise vary its share capital or the rights attaching to any shares in its share capital.

(d) Offer or grant or agree to offer or grant any option to subscribe or other right to call for shares of the Company.

(e) Issue or agree to issue any shares in the Company or any securities convertible into shares of the Company.

5. FINANCIAL POLICY

(a) Permit any member of the Group to guarantee any obligations of any person other than a member of the Group.

(b) Permit any member of the Group to grant or (to the extent it can lawfully do so) permit any Encumbrance over the assets of the Company or any other member of the Group (including, for the avoidance of doubt, any share in any Subsidiary held by the Company or any other member of the Group), other than in respect of any obligation of another member of the Group.

6. MANAGEMENT

(a) Increase the number of Directors or alter the permitted number of Directors that may be appointed hereunder.

(b) Appoint or dismiss a Director except in accordance with Clause 5.2.

SCHEDULE 3

LICENSES

Any licenses for, with respect to OOO Parliament Distribution, the purchase, storage and/or supply of alcoholic products, and, with respect to OOO Parliament Production, the manufacture, purchase, storage and/or supply of alcoholic beverages or products, in each case duly issued by the Federal Tax Service of the Russian Federation (or any successor organization) or by any other competent authority of the Russian Federation and held in favour of OOO Parliament Distribution and/or OOO Parliament Production as the case may be.

SCHEDULE 4

NEW PRODUCTIONS FACILITIES

New Production Facilities shall include equipment acquired from KHS AG (including pursuant to agreement No. UR-08/07 dated October 22, 2007, as subsequently amended and/or modified), and (without duplication) a new bottling production line for the bottling of vodka (including bottling of vodka, affixing labels, tags and excise duty stamps and packing of bottles). New Production Facilities shall also include the assembling services, start-up and set-up activities, commissioning and personnel education services provided by KHS AG pursuant to the above agreement, as well as any other materials, equipment, and/or services that may be necessary to enable the carrying out of the actions set out above.

New Production Facilities shall further include the bringing of unfinished construction objects into service, construction of an alcohol storage tank and other buildings and constructions reasonably prudent for the operation of the Group business, creation of an independent production facility (including entering into supply contracts, manufacturing, supply and installation of equipment and any other actions reasonably necessary for this purpose), development of a logistics system, connection to infrastructure and bringing the new industrial objects and/or constructions into service, as well as any engineering, logistical, technological and infrastructure design works, reasonably necessary to carry out the above.

SCHEDULE 5

TERM SHEET

Set forth below is a summary of the material terms and conditions to be included in the sale and purchase agreement pertaining to the option to acquire shares (the “Transaction”) of an interest in the Company.

Parties:	(i) White Horse Intervest Ltd. and each of its relevant Affiliates (the “Seller”) and (ii) Central European Distribution Corporation (the “Buyer”).
Purchase Price:	As described in the Shareholders’ Agreement.
Warranties:	The agreement will include only the following customary warranties by each party on its own behalf: (i) organization and qualification; (ii) authorization and enforceability; (iii) capitalization; (iv) good and unencumbered title to ownership interest (in the case of Seller only); (v) absence of liabilities; (vi) compliance with laws; and (vii) tax matters.
Indemnities:	None.
Conditions to Completion:	Completion of the Transaction contemplated under the agreement will be conditioned upon receipt of any required third party, governmental and regulatory approvals (including with respect to antimonopoly approvals) and no actions to enjoin such completion.
Liability Limitations:	The whole amount of the purchase price.
Governing Law:	The agreement will be governed by the laws of England.
Dispute Resolution:	Any disputes between the parties arising out of their respective obligations under the agreement shall be settled by arbitration under Rules of Arbitration of the London Court of International Arbitration (the “LCIA Rules”). Three arbitrators shall be used, with each party selecting one and the two arbitrators so selected selecting the third arbitrator. The place of arbitration shall be London, England and the language shall be English.

SCHEDULE 6

DEED OF ADHERENCE

DEED OF ADHERENCE

THIS DEED is dated [—] day of [—] 200[—] and made

BETWEEN

(1) [—] of [—] (the “New Shareholder”) and

(2) THE PERSONS whose names and addresses appear in the Schedule hereto (the “Existing Shareholders”)

BACKGROUND:

(A) 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, BOLS SP. ZO.O., a limited liability company incorporated under the laws of the republic of Poland whose registered office is at [—],CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated under the laws of the State of Delaware whose registered office is at [—], and COPECRESTO ENTERPRISES LIMITED, a company incorporated under the laws of the Republic of Cyprus whose registered office is at Arch Makariou III, 2-4 Capital Center, 9th floor P.C. 1065, Nicosia, Cyprus (hereinafter the “Company”) have entered into a Shareholders’ Agreement dated [—], 2008 (the “Shareholders’ Agreement”).

(B) [recite any previous deeds of adherence and any releases from the joint venture/shareholders agreement].

(C) The New Shareholder has become entitled to a [transfer of/an Encumbrance (as defined in the Shareholders’ Agreement) over] [—] ordinary shares of $ [—] each in the capital of the Company.

(D) It is a term of the Shareholders’ Agreement that no [transfer of/ Encumbrance over] shares in the Company shall be effected unless the [transferee/charge] shall have first entered into a deed in the form of this deed.

WITNESSETH that the New Shareholder hereby covenants with each of the Existing Shareholders that with effect from the date of this deed the New Shareholder will be bound by and will observe and perform every provision of the Shareholders’ Agreement by which [outgoing party] was bound in every way as if the New Shareholder was a party thereto.

IN WITNESS whereof the New Shareholder has executed this Deed the day and year first above written.

Schedule: [names and addresses of existing shareholders

EXECUTED as a deed by the	)
said [                    ]	)
[in the presence of/acting by]	)
SIGNED by
[duly authorized for and on behalf	)
of [                     ]]	)
in the presence of	)
SIGNED by	)
[duly authorized for and on behalf	)
of [                     ]]	)
in the presence of	)
SIGNED by	)
[duly authorized for and on behalf	)
of [                    ]]	)
in the presence of	)

SCHEDULE 7

COMPANY ARTICLES

THE COMPANIES LAW, CAP. 113

PRIVATE COMPANY LIMITED

BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

COPECRESTO ENTERPRISES LIMITED

Incorporated on the      day of              2007

Certificate No             

ANTIS TRIANTAFYLLIDES AND SONS

Advocates

2-4 Makarios III Av.

CAPITAL CENTER

9th Floor

Nicosia

THE COMPANIES LAW (CAP. 113)

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

COPECRESTO ENTERPRISES LIMITED

1. The name of the Company is:

COPECRESTO ENTERPRISES LIMITED

2. The registered office of the Company will be situated in Cyprus.

3. The objects for which the Company is established are:

(1) To carry on either alone or jointly with others anywhere in the world, any trade, business, work, operation or activity whatsoever relating to, connected with or involving equity, debt, stock, shares, bonds, securities, warrants, options, derivatives, commodities and any other equity, debt or commodity related instrument, commodities of all kinds, real estate in general, developing, buying, selling and financing real estate or other businesses, sinking of wells, pumping, diving, surveying, mineral oil or gas exploration extraction or exploitation, installation or building of any structures, and, in connection with or in relation to any of the above, to act as contractors, subcontractors, suppliers of power, designers, surveyors, managers, tenderers, agents, consultants, advisers, insurers, engineers, machinists and brokers of all other merchandise and commodities.

(2) To purchase, sell, exchange, rent and otherwise trade any kind of movable or immovable property and goods of any kind, and any commercial and financial business and to participate in other companies and businesses and/or acquire by purchase or otherwise the whole or part of the share or other capital of other companies.

(3) To carry on either alone or jointly with others anywhere in the world (and whether in a “free zone area,” bonded area or elsewhere), the business of manufactures, processors, dealers, wholesalers, retailers, importers, exporters, suppliers, distributors, buyers, sellers of any kind of goods, materials, merchandise or things of any nature, as well as the business of merchants in general, carriers by any means of transportation, travel or insurance agents, agents on commission or otherwise, forwarding agents, estate agents and agents in general, and to carry on hotel and/or tourist businesses and/or to manage tourist offices, hotels, motels, restaurants, amusement centers and to rent and exploit same.

(4) To engage, hire and train professional, clerical, manual, technical and other staff and workers or the services of all or any of them and in any way and manner acquire, possess, manufacture or assemble any property of any kind or description whatsoever (including any rights over or in connection with such property) and to allocate and make available the aforesaid personnel or services or make the use of such property available on hire, purchase, sale, exchange or in any other manner whatsoever, to those requiring or requesting same or who have need of the same or their use and otherwise to utilise same for the benefit or advantage of the Company; to provide or procure the provision by others of every and any service, need, want or requirement of any business nature required by any person, firm or company in or in connection with any business carried on by them.

(5) To carry on any other business or activity which may seem to the Directors capable of being conveniently or advantageously carried on or done in connection with any of the above objects or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s business property or rights.

(6) To purchase, obtain by way of gift, take on lease or sub-lease or in exchange, or otherwise acquire or possess and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, permits, licences, stock-in-trade, and movable and immovable property of any kind and description (whether mortgaged, charged or not) necessary or convenient for the purposes of or in connection with the Company’s business or any branch or department thereof or which may enhance the value of any other property of the Company.

(7) To erect, maintain, work, manage, construct, reconstruct, alter, enlarge, repair, improve, adapt, furnish, decorate, control, pull down, replace any shops, offices, flats, electric or water works, workshops, mills, plants, machinery, warehouses and any other works, buildings, plants, conveniences or structures whatsoever, which the Company may consider desirable for the purposes of its business and to contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof.

(8) To improve, manage, control, cultivate, develop, exploit, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, grant as gift, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property, assets and rights of the Company, or in which the Company is interested and to adopt such means of making known and advertising the business and products of the Company as may seem expedient.

(9) To manufacture, repair, import, buy, sell, export, let on hire and generally trade or deal in, any kind of accessories, articles apparatus, plant, machinery, tools, goods, properties, rights or things of any description capable of being used or dealt with by the Company in connection with any of its objects.

(10) To deal in, utilise for building or other purposes, let on lease or sublease or on hire, to assign or grant licence over, charge or mortgage, the whole or any parts of the immovable property belonging to the Company or any rights thereon or in which the Company is interested on such terms as the Company shall determine.

(11) To purchase or otherwise acquire all or any part of the business, assets, property and liabilities of any company, society, partnership or person, formed for all or any part of the purposes within the objects of the Company, or carrying on any business or intending to carry on business which the Company is authorised to carry on, or possessing property suitable for the purposes of the Company and to undertake, conduct and carry on, or liquidate and wind up, any such business and, in consideration for such acquisition, to pay in cash, issue shares, undertake any liabilities or acquire any interest in the vendor’s business.

(12) To apply for and take out, purchase or otherwise acquire any designs, trade marks, patents, patent rights or inventions, brevets d’invention, copyright or secret processes, which may be useful for the Company’s objects, and to grant licences to use the same.

(13) To pay all costs, charges and expenses incurred or sustained in or about the promotion, formation and establishment of the Company or which the Company shall consider to be in the nature of preliminary expenses or expenses incurred prior to incorporation and with a view to incorporation, including therein professional fees, the cost of advertising, taxes, commissions for underwriting, brokerage, printing and stationery, salaries to employees and other similar expenses and expenses attendant upon the formation and functioning of agencies, local boards or local administration or other bodies, or expenses relating to any business or work carried on or performed prior to incorporation, which the Company decides to take over or continue.

(14) Upon any issue of shares, debentures or any other securities of the Company, to employ brokers, commission agents and underwriters, and to provide for the remuneration of such persons for their services by payment in cash or by the issue of shares, debentures or other securities of the Company, or by the granting of options to take the same, or in any other manner allowed by law.

(15) To borrow, raise money or secure obligations (whether of the Company or any other person) in such manner or such terms as may seem expedient, including the issue of debentures, debenture stock (perpetual or terminable), bonds, mortgages or any other securities, founded or based upon all or any of the property and rights of the Company, including its uncalled capital, or without any such security and upon such terms as to priority or otherwise, as may be thought fit.

(16) To lend and advance money or give credit to any person, firm or company; to guarantee, give guarantees or indemnities for, undertake or otherwise support or secure, either with or without the Company receiving any consideration or advantage and whether by personal covenant or by mortgaging, charging, pledging, assigning or creating of any rights or priorities in favour of any person or in any other manner whatsoever all or part of the undertaking, property, assets, book, debts, rights, choses in action, receivables and revenues present and future and uncalled capital of the Company or by any such methods or by any other means whatsoever, the liabilities, the performance of contracts and obligations of and the payment of any moneys whatsoever (including but not limited to principal, interest and other liabilities or any borrowing or acceptance of credits and capital, and premiums, dividends, costs and expenses on any stocks, shares or securities) by any person, firm or company including, but not limited, to any company which is for the time being the holding company or a subsidiary of or associated or affiliated with the Company or with which the Company has any contractual relations or in which the Company holds any interest or which holds any share or interest in the Company; and otherwise to assist any person or company as may be thought fit.

(17) To draw, execute, issue, accept, make endorse, discount and negotiate bills of exchange, promissory notes, bills of lading, and other negotiable or transferable instruments or securities.

(18) To receive money on deposit, with or without allowances or interest thereon.

(19) To advance and lend money upon such security as may be thought proper, or without any security therefor.

(20) To invest the moneys of the Company not immediately required in such manner, other than in the shares of the Company, as from time to time may be determined by the Directors.

(21) To issue, or guarantee the issue or the payment of interest on, the shares, debentures, debenture stock, or other securities or obligations of any company or association, and to pay or provide for brokerage, commission, and underwriting in respect of any such issue.

(22) To acquire by subscription, purchase or otherwise, and to accept, take, hold, deal in, convert and sell, any kind of shares, stock, debentures or other securities or interests in any other company, society or undertaking whatsoever.

(23) To issue and allot fully or partly paid shares in the capital of the Company or issue debentures or securities in payment or part payment of any movable property purchased or otherwise acquired by the Company or any services rendered to the Company and to remunerate in cash or otherwise any person, firm or company rendering services or grant donations to such persons.

(24) To establish anywhere in the world, branch offices, regional offices, agencies and local boards and to regulate and to discontinue the same.

(25) To provide for the welfare of officers or of persons in the employment of the Company, or former officers or formerly in the employment of the Company or its predecessors in business or officers or employees of any subsidiary or associated or allied company, of the Company and the wives, widows, dependants and families of such persons, by grants of money, pensions or other payments (including payments of insurance premia), and to form, subscribe to, or otherwise aid, any trust, fund or scheme for the benefit of such persons, and any benevolent, religious, scientific, national or other institution or object of any kind, which shall have any moral or other claims to support or aid, by the Company by reason of the nature or the locality of its operations or otherwise.

(26) From time to time, to subscribe or contribute to any charitable, benevolent, or useful object of a public character the support of which will, in the opinion of the Company, tend, to increase its repute or popularity among its employees, its customers, or the public.

(27) To enter into and carry into effect any arrangement for joint working in business, union of interests, limiting competition, partnership or for sharing of profits, or for amalgamation, with any other company, partnership or person, carrying on business within the objects of the Company.

(28) To establish, promote and otherwise assist, any company or companies for the purpose of acquiring any of the property or furthering any of the objects of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

(29) To apply for, promote and obtain by Law, Order, Regulation, By-Law, or otherwise, concessions, rights, privileges, licences or permits enabling the Company to carry any of its objects into effect, or for effecting

any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may, calculated directly or indirectly, to prejudice the Company’s interest and to enter into and execute any arrangement with any Government or Authority, supreme, municipal, local or otherwise that may seem conducive to the Company’s objects or any of them.

(30) To sell, dispose of, mortgage, charge, grant rights or options or transfer the business, property and undertakings of the Company or any part thereof for any consideration the Company may see fit to accept.

(31) To accept stock or shares in, or the debentures, mortgage debentures or other securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company.

(32) To distribute in specie or otherwise as may be resolved any assets of the Company among its Members and, particularly, the shares, debentures or other securities of any other company belonging to the Company or which the Company may have the power of disposing.

(33) To do all or any of the matters hereby authorised in any part of the world either alone or in conjunction with, or as factors, trustees, principals, sub-contractors or agents for, any other company, firm or person, or by or through any factors, trustees, sub-contractors or agents.

(34) To procure the registration or recognition of the Company in any country or place and to act as secretary, manager, director or treasurer of any other company.

(35) Generally to do all such other things as may appear to the Company to be incidental or conducive to the attainment of the above objects or any of them.

The objects set forth in any sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except when the context expressly so requires, be in any way limited to or restricted by reference to or inference from any other object or objects set forth in such sub-clause or from the terms of any other sub-clause or marginal title or by the name of the Company. None of such sub-clauses or object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but the Company shall have full power to exercise all or any of the powers and to achieve or to endeavour to achieve all or any of the objects conferred by and provided in any one or more of the said sub-clauses.

Notwithstanding the above objects, powers and other provisions the Company (a) will not provide financial services to any third parties except to the shareholders of the Company or to any other company that belongs to the same group of companies. (For the

purposes hereof the term “financial services” means dealing in investments, managing investments, giving investment advice or establishing and operating collective investment schemes. The term “investments” means shares, debentures, government and public securities, warrants, certificates representing securities, units in collective investment schemes, options to purchase or dispose, futures, contracts for differences and long-term insurance schemes), (b) shall not assume, directly or indirectly, any obligations to the public, whether in the form of deposits, securities or other evidence of debt and (c) shall not act as a professional trustee. For the purposes hereof the term “professional trustee” means a company which offers its trustee services to the public at large or which makes or intends to make representations in soliciting trust business, i.e., establishing, undertaking, executing and administering of trusts, or which advertises or intends to advertise the fact that it is qualified and/or authorised by law or practice to offer trustee services to the public. (For the purposes hereof the term “public” does not include banking or credit institutions, the Company’s shareholders or any other company that belongs to the same group of companies. The term “deposits’ does not include sums of money received after an agreement relating either to the provision of goods or services not including “financial services” as defined hereinabove. The term “debt” does not include credit obtained in relation to the provision of goods or services).

Provided always that, as long as any of the shares of the Company are beneficially owned by any person (legal or natural) who is not a resident of the Republic of Cyprus, the Company will not do any business within the Republic except, if required, with the permission of the Central Bank of Cyprus and subject to the conditions of such permission.

4. The liability of the members is limited.

5. The share capital of the Company is US$ 10.000 (Ten thousand U.S.A. dollars) divided into 10.000 shares of US$ l.- (one U.S.A. dollar) each with power to issue any of the shares in the capital, original or increased, with or subject to any preferential, special or qualified rights or conditions as regards dividends, repayment of capital, voting or otherwise.

WE, whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names,

NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS	Number of shares taken by each subscriber
1.      A.T.S. NOMINEES LIMITED Limited Liability Company Registration No. 52415 Arch. Makarios Ave. 2-4 Capital Center, 9th Floor Nicosia.	3.000 Shares

Dated this the      day of              2007

Witness to the above signatures:

ELSIE PRAXITELOUS

Secretary

2-4 Makarios III Ave.

CAPITAL CENTER

9th Floor

Nicosia

THE COMPANIES LAW, CAP. 113

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

COPECRESTO ENTERPRISES LIMITED

INTERPRETATION

1. In these Regulations

“Cyprus” means the Republic of Cyprus.

“the Law” means the Companies Law, Cap. 113 or any Law substituting or amending same.

“the seal” means the common seal of the Company.

“the secretary” means any person appointed to perform the duties of the secretary of the Company.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words or expressions contained in these Regulations shall bear the same meaning as in the Law or any statutory modification thereof in force at the date at which these Regulations become binding on the Company.

TABLE “A” EXCLUDED

2. The Regulations contained in Table “A” in the First Schedule to the Law shall not apply except so far as the same are repeated or contained in these Regulations.

PRELIMINARY

3. The Company is a private Company and accordingly:

(a) The right to transfer shares is restricted in the manner hereinafter prescribed.

(b) The number of Members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were, while in such employment, and have continued after the termination of such employment, to be Members of the Company) is limited to fifty. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Regulation be treated as a single Member.

(c) Any invitation to the public to subscribe for any shares or debentures of the Company is prohibited.

(d) The Company shall not have power to issue share warrants to bearer.

(e) At all times where the Company shall have only one Member the following provisions shall apply:

(i) The sole Member exercises all the powers of the General Meeting provided, always, that any decisions taken by the said Member in General Meeting are minuted or taken in writing.

(ii) Agreements concluded between the sole Member and the Company, are minuted or reduced in writing, unless they relate to day to day transactions of the Company concluded in the ordinary course of business.

BUSINESS

4. The Company shall pay all preliminary and other expenses and enter into, adopt or carry into effect and take over or continue (with such modifications, if any, as the contracting parties shall agree and the Directors shall approve), any agreement or business or work reached or carried on (as the case might be) prior to incorporation, as the Company may decide.

SHARE CAPITAL AND VARIATION OF RIGHTS

5. The shares shall be at the disposal of the Directors which may allot or otherwise dispose of them, subject to Regulation 3, and to the provisions of the next following Regulation, to such persons at such times and generally on such terms and conditions as they think proper, and provided that no shares shall be issued at a discount, except as provided by section 56 of the Law.

6. Unless otherwise determined by the Company in General Meeting, any original shares for the time being unissued and not allotted and any new shares from time to time to be created shall, before they are issued, be offered to the Members in proportion, as nearly as may be, to the number of shares held by them. Such offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of such time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Company may, subject to these Regulations, dispose of the same in such manner as it thinks most beneficial to the Company. The Company may, in like manner, dispose of any such new or original shares as aforesaid, which, by reason of the proportion borne by them to the number of persons entitled to such offer as aforesaid or by reason of any other difficulty in apportioning the same, cannot in the opinion of the Company be conveniently offered in manner hereinbefore provided.

7. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any shares in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine.

8. Subject to the provisions of section 57 of the Law, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the Company are liable, to be redeemed on such terms and in such manner as the Company before the issue of the shares may by special resolution determine.

9. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Regulations relating to General Meetings shall apply; but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of

issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

11. The Company may exercise the powers of paying commissions conferred by section 52 of the Law, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of such price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

12. Except as required by law, no person shall be recognized by the Company as holding any shares upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

13. Every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within two months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of 12.5 cents for every certificate after the first or such lesser sum as the Directors shall from time to time determine. Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon. Provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

14. If a share certificate be defaced, lost or destroyed, it may be substituted on payment of a fee of 12.5 cents, or such less sum and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company for investigating the evidence adduced as the Directors think fit.

15. The Company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company nor shall the Company make a loan for any purpose whatsoever on the security of its shares or those of its holding company, but nothing in this Regulation shall prohibit transactions mentioned in the proviso to section 53(1) of the Law.

LIEN

16. The Company shall have a first and paramount lien on every share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first and paramount lien on all shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Regulation. The Company’s lien, if any, on a share shall extend to all dividends payable thereon as well as to any other rights or benefits attached thereto.

17. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.

18. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

19. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

20. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, and each Member shall (subject to receiving at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company, at the time or times and place so specified, the amount called on his shares. A call may be revoked or postponed as the Directors may determine and the Members shall be accordingly notified.

21. A call shall be deemed to have been made at the time when the Resolution of the Directors authorising the call was passed and may be required to be paid by installments.

22. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

23. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 8 per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

24. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all relevant provisions of these Regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. The Directors may on the issue of shares, differentiate between the holders as to the number of calls, the amount of calls to be paid and the times of payment.

25. The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the moneys so advanced may (until the same would, but for such advance, become payable) pay interest at such rate not exceeding (unless the Company in General Meeting shall otherwise direct) 5 per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.

TRANSFER OF SHARES

26. The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of Members in respect thereof.

27. Subject to such of the restrictions of these Regulations as may be applicable, any Member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the Directors may approve.

28. The Directors may, in their absolute discretion and without assigning any reason therefor, decline to register the transfer of a share to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the Company has a lien.

29. The Directors may also decline to recognize any instrument of transfer unless:

(a) a fee of 12.5 cents, or such lesser sum as the Directors may from time to time require, is paid to the Company in respect thereof;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

30. If the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

31. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year.

32. The Company shall be entitled to charge a fee not exceeding 12.5 cents on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument.

33. Regulations 26 and 27 shall be read subject to the provisions of Regulation 34.

34. (a) For the purposes of this Regulation, where any person becomes unconditionally entitled to be registered as the holder of a share he and not the registered holder of such share shall be deemed to be a Member of the Company in respect of that share.

(b) Except as hereinafter provided, no shares in the Company shall be transferred unless and until the rights of pre-emption hereinafter conferred shall have been exhausted.

(c) Every Member who desires to transfer any share or shares (hereinafter called “the Vendor”) shall give to the Company notice in writing of such desire (hereinafter called “transfer notice”) specifying the number of shares desired to be transferred (the “said shares”). Subject as hereinafter mentioned, a transfer notice shall constitute the Company the Vendor’s agent for the sale of the said shares in one or more lots at the discretion of the Directors to the Members other than the Vendor at the price to be agreed upon by the Vendor and the remaining Members of the Company, or, in case of difference or no such agreement within fourteen days from the date of the transfer notice, at the price which the auditor of the Company for the time being shall, by writing under his hand, certify to be in his opinion the fair value thereof as between a willing seller and a willing buyer, A transfer notice may contain a provision that unless all the shares comprised therein are sold by the Company pursuant to this Regulation, none shall be so sold and any such provision shall be binding on the Company.

(d) If the auditor is asked to certify the fair price as aforesaid, the Company shall, as soon as it receives the auditor’s certificate, furnish a certified copy thereof to the Vendor and the Vendor shall be entitled, by notice in writing given to the Company within ten days of the service upon him of the said certified copy, to cancel the Company’s authority to sell the said shares. The cost of obtaining the certificate shall be borne by the Company unless the Vendor shall give notice of cancellation as aforesaid in which case he shall bear the said cost.

(e) Upon the price being fixed as aforesaid and provided the Vendor shall not give notice of cancellation as aforesaid the Company shall forthwith by notice in writing inform each Member other than the Vendor and other than Members holding employees’ shares only of the number and price of the said shares and invite each such Member to apply in writing to the Company within twenty-one days of the date of dispatch of the notice (which date shall be specified therein) for such maximum number of the said shares (being all or any thereof) as he shall specify in such application.

(f) If the said Members shall within the said period of twenty-one days apply for all or (except where the transfer notice provides otherwise) any of the said shares, the Directors shall allocate the said shares (or so many of them as shall be applied for as aforesaid) to or amongst the applicants and in case of competition pro rata (as nearly as possible) according to the number of shares in the Company (other than employees’ shares) of which they are registered or unconditionally entitled to be registered as holders, provided that no applicant shall be obliged to take more than the maximum number of shares specified by him as aforesaid; and the Company shall forthwith give notice of such allocations (hereinafter called “an allocation notice”) to the Vendor and to the persons to whom the shares have been allocated and shall specify in such notice the place and time (being no earlier than fourteen and not later than twenty-eight days after the date of the notice) at which the sale of the shares so allocated shall be completed.

(g) The Vendor shall be bound to transfer the shares comprised in an allocation notice to the purchasers named therein at the time and place therein specified; and if he shall fail to do so, the chairman of the Company or some other person appointed by the Directors shall be deemed to have been appointed attorney of the Vendor with full power to execute complete and deliver, in the name and on behalf of the Vendor, transfers of the shares to the purchasers thereof against payment of the price to the Company. On payment of the price to the Company the purchaser shall be deemed to have obtained a good quittance for such payment and on execution and delivery of the transfer the purchaser shall be entitled to insist upon his name being entered in the register of Members as the holder by transfer of the shares. The Company shall forthwith pay the price into a separate bank account in the Company’s name and shall hold such price in trust for the Vendor.

(h) During the six months following the expiry of the said period of twenty-one days referred to in paragraph (e) of this Regulation, the Vendor shall be at liberty, (subject nevertheless to the provisions of Regulation 28) to transfer to any person and at any price (not being less than the price fixed under paragraph (c) of this Regulation) any share not allocated by the Directors in an allocation notice. Provided that, if the Vendor stipulated in his transfer notice that unless all the shares comprised therein were sold pursuant to this Regulation, none should be sold, the Vendor shall not be entitled, save with the written consent of all the other Members of the Company, to sell hereunder only some of the shares comprised in his transfer notice.

(i) Any share may be transferred by a Member to the spouse, child or remote issue or parent, brother or sister of that Member or to a company beneficially owned or controlled by such Member and any share of a deceased Member may be transferred by his personal representatives to any widow, widower, child or remote issue or parent, brother or sister of such deceased Member and shares standing in the name of the trustees of any deceased Member may be transferred upon any change of trustees to the trustees for the time being of such will; and where the Member is a body corporate any share may be transferred by such Member to its subsidiary or holding company or to a company controlled by such holding company. The rights of pre-emption hereinbefore conferred in this Regulation shall not arise on the occasion of any such transfer or transfers as aforesaid and Regulation 28 shall be read subject to this paragraph.

TRANSMISSION OF SHARES

35. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

36. Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy, as the case may be.

37. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered, he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer was a transfer signed by that Member.

38. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by Membership in relation to meetings of the Company.

Provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is

not complied with within ninety days, the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

FORFEITURE OF SHARES

39. If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

40. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

41. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.

42. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be canceled on such terms as the Directors think fit.

43. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

44. A statutory declaration in writing that the declarant is a Director or the secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

45. The provisions of these Regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the shares or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

CONVERSION OF SHARES INTO STOCK

46. The Company may by ordinary Resolution convert any paid-up shares into stock, and reconvert any stock into paid-up shares of any denomination.

47. The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same Regulations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstance admit; and the Directors may from time to time fix the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

48. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

49. Such of the Regulations of the Company as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

ALTERATION OF CAPITAL

50. The Company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the Resolution shall prescribe.

51. The Company may by ordinary resolution:

(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b) subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to the provisions of section 60 (1) (d) of the Law;

(c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

52. The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law.

GENERAL MEETINGS

53. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other Meetings in that year, and shall specify the Meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next.

Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall he held at such time and place as the Directors shall appoint.

54. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

55. The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 126 of the Law. If at any time there are not within Cyprus sufficient Directors capable of acting to form a quorum; any Director or any two Members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

56. An Annual General Meeting and a Meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least, and a Meeting of the Company other than an Annual General Meeting or a Meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the date and the hour of the meeting and, in case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meetings to such persons as are, under the Regulations of the Company, entitled to receive such notices from the Company.

Provided that a Meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Regulation, be deemed to have been duly called if it is so agreed:

(a) in the case of a Meeting called as the Annual General Meeting, by the Members entitled to attend and vote thereat; and

(b) in the case of any other Meeting, by majority in number of the Members having a right to attend and vote at the Meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

57. The accidental omission to give notice of a Meeting to, or the non-receipt of notice of a Meeting by, any person entitled to receive notice, shall not invalidate the proceedings at that Meeting.

PROCEEDINGS AT GENERAL MEETINGS

58. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and auditors, the election of Directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.

59. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the Meeting proceeds to business; save as herein otherwise provided two Members present in person or by proxy shall be a quorum. At all times when the Company has one and only Member, one Member present in person or by proxy shall be a quorum.

60. If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine, and if at the adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting, the Members present shall be a quorum.

61. The chairman, if any, of the Board of Directors shall preside as chairman at every General Meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the Meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the Meeting.

62. If at any Meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the Meeting, the Members present shall choose one of their number to be chairman of the Meeting.

63. The chairman may, with the consent of any Meeting at which a quorum is present (and shall if so directed by the Meeting), adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place. When a Meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given as in the case of an original Meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.

64. At any General Meeting any resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a) by the chairman; or

(b) by at least two Members present in person or by proxy; or

(c) by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the Meeting; or

(d) by a Member or Members holding shares in the Company conferring a right to vote at the Meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll be so demanded, a declaration, by the chairman that a resolution has on a show of hands been carried or carved unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.

65. Except as provided in Regulation 67 if a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.

66. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the Meeting shall not have a casting vote.

67. A poll demanded on the election of a chairman or on a question of adjournment of the Meeting shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the Meeting directs, and any business other than upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

VOTES OF MEMBERS

68. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person shall have one vote, and on a poll every Member shall have one vote for each share of which he is the holder.

69. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.

70. A Member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a

poll, by the administrator of his property, his committee, receiver, curator bonis, or other person in the nature of an administrator, committee, receiver or curator bonis appointed by that Court, and any such administrator, committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

71. No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

72. No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the Meeting whose decision shall be final and conclusive.

73. On a poll votes may be given either personally or by proxy.

74. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company.

75. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place within Cyprus as is specified for that purpose in the notice convening the Meeting, at any time before the time for holding the Meeting or adjourned Meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, at any time before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

76. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-

“                     (Name of the Company)                      Limited

I/We,                     , of                      being a Member/Members of the above-named Company, hereby appoint,                     ,                     , of                      or failing him                      of                     , as my/our proxy to vote for me/us or on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Company, to be held on the      day of             , 20    , and at any adjournment thereof.

Signed this      day of             , 20    ”

77. Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-

“                     (Name of the Company)                      Limited

I/We,                     , of                     , being a Member/Members of the above-named Company, hereby appoint,                     ,                     , of                     or failing him                      of                     , as my/our proxy to vote for me/us or on my/our behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Company, to be held on the     day of             , 20    , and at any adjournment thereof.

Signed this day of             , 20    ”

This form is to be used in favour of/* against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit.

* Strike out whichever is not desired.”

78. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

79. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its office before the commencement of the Meeting or adjourned Meeting at which the proxy is used.

80. Subject to the provisions of the Law, a resolution in writing signed or approved by letter, email or facsimile by each Member for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held. Any such resolution may consist of several documents in the like form each signed by one or more of the Members or their attorneys, and signature in the case of a corporate body which is a Member shall be sufficient if made by a director or other authorised officer thereof or its duly appointed attorney.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

81. Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents, as that corporation could exercise if it were an individual Member of the Company.

DIRECTORS

82. Unless and until otherwise determined by the Company in General Meeting there shall be no minimum or maximum number of Directors. The first Directors of the

Company shall be appointed in writing by the subscribers to the memorandum of association or a majority of them and it shall not be necessary to hold any meeting for that purpose.

83. The remuneration of the Directors shall from time to time be determined by the Company in General Meeting. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or General Meetings of the Company or in connection with the business of the Company.

84. The shareholding qualification for Directors may be fixed by the Company in General Meeting, and unless and until so fixed no qualification shall be required.

85. A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as a shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company otherwise directs.

BORROWING POWERS

86. The Directors may exercise all the powers of the Company to borrow or raise money without limitation or to guarantee and to mortgage, pledge, assign or otherwise charge its undertaking, property, assets, rights, choses in action and book debts, receivables, revenues and uncalled capital or any part thereof and to issue and create debentures, debenture stock, mortgages, pledges, charges and other securities as security for any debt, liability or obligation of the Company or of any third party.

POWERS AND DUTIES OF DIRECTORS

87. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Law or by these Regulations, required to be exercised by the Company in General Meeting, subject, nevertheless to any of these Regulations, to the provisions of the Law and to such Regulations, being not inconsistent with the aforesaid Regulations or provisions as may be prescribed by the Company in General Meeting. But no Regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that Regulation had not been made.

88. The Directors may from time to time and at any time appoint any company, firm or person or body or persons, whether nominated directly or indirectly by the Directors, to be the authorised representative or attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Regulations) and for such period and subject to such conditions as they may think fit, and any such authorisation or power of attorney

may, contain such provisions for the protection and convenience of persons dealing with any such authorised representative or attorney as the Directors may think fit and may also authorise any such authorised representative or attorney to delegate all or any of the powers, authorities and discretions vested in him.

89. The Company may exercise the powers conferred by section 36 of the Law with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

90. The Company may exercise the powers conferred upon the Company by sections 114 to 117 (both inclusive) of the Law with regard to the keeping of a dominion register, and the Directors may (subject to the provisions of those sections) make and vary such Regulations as they may think fit respecting the keeping of any such register.

91. (1) A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract or employment with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with section 191 of the Law.

(2) A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

(3) A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

(4) Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor of the Company.

92. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

93. The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company, and of the Directors, and of committees of Directors.

PENSIONS

94. The Directors may grant retirement pensions or annuities or other gratuities or allowances, including allowances on death, to any person or persons in respect of services rendered by him or them to the Company whether as managing Directors or in any other office or employment under the Company or indirectly as officers or employees of any subsidiary, associated or allied company of the Company, notwithstanding that he or they may be or may have been Directors of the Company and the Company may make payments towards insurance, trusts, schemes or funds for such purposes in respect of such person or persons and may include rights in respect of such pensions, annuities and allowances in the terms of engagement of any such person or persons.

DISQUALIFICATION OF DIRECTORS

95. The office of Director shall be vacated if the Director:

(a) ceases to be a Director by virtue of section 176 of the Law; or

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) becomes prohibited from being a director by reason of any order made under section 180 of the Law; or

(d) becomes of unsound mind; or

(e) resigns his office by notice in writing to the Company.

APPOINTMENT OF ADDITIONAL DIRECTORS

AND REMOVAL OF DIRECTORS

96. The Directors shall have power at any time and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Regulations. Any Director so appointed shall hold office only until the next following Annual General Meeting, and shall then be eligible for re-election.

97. The Company may by ordinary resolution, of which special notice has been given in accordance with section 136 of the Law, remove any Director before the expiration of his period of office notwithstanding anything in these Regulations or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.

98. At any time, and from time to time, the Company may (without prejudice to the powers of the Directors under Regulation 96) by ordinary resolution appoint any person as Director and determine the period for which such person is to hold office.

PROCEEDINGS OF DIRECTORS

99. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit and questions arising at any meeting shall be decided by a simple majority of votes. In case of equality of votes the chairman shall not have a second or casting vote. A Director may, and the secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall be necessary to give at least a 96 hour notice of a meeting of Directors to any Director for the time being absent from Cyprus who has supplied to the Company a registered address situated outside Cyprus. A meeting may be held by telephone or other means whereby all persons present may at the same time hear and be heard by everybody else present and persons who participate in this way shall be considered present at the meeting. In such case the meeting shall be deemed to be held where the secretary of the meeting, is located. All board and committee meetings shall take place in Cyprus were the management and control of the company shall rest.

100. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be one Director or his alternate.

101. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the Regulations of the Company as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting of the Company, but for no other purpose.

102. The Directors may elect a chairman of their meeting and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

103. The Directors may delegate any of their powers to a committee or committees consisting of such Member or Members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any Regulations that may be imposed on it by the Directors, as to its powers, constitution, proceedings, quorum or otherwise.

104. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Members present may choose one of their number to be chairman of the meeting.

105. Subject to any Regulations imposed on it by the Directors, a committee may meet and adjourn as it thinks proper and questions arising at any meeting shall be determined by a majority of votes of the Members present.

106. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered

that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

107. A resolution in writing signed or approved by letter, email or facsimile by each Director or his alternate shall be as valid and effectual as if it had been passed at a meeting of the Directors or a committee duly convened and held and when signed may consist of several documents each signed by one or more of the persons aforesaid.

ALTERNATE DIRECTORS

108. (a) Each Director shall have power from time to time to nominate another Director or any person, not being a Director, to act as his alternate Director and at his discretion to remove such alternate Director.

(b) An alternate Director shall (except as regards power to appoint an alternate Director and remuneration) be subject in all respects to the terms and conditions existing with reference to the other Directors, and shall be entitled to receive notices of all meetings of the Directors and to attend, speak and vote at any such meeting at which his appointor is not present.

(c) One person may act as alternate Director to more than one Director and while he is so acting shall be entitled to a separate vote for each Director he is representing and, if he is himself a Director, his vote or votes as an alternate Director shall be in addition to his own vote.

(d) Any appointment or removal of an alternate Director may be made by letter, email or facsimile or in any other manner approved by the Directors. Any email or facsimile shall be confirmed as soon as possible by letter but may be acted upon by the Company meanwhile.

(e) If a Director making any such appointment as aforesaid shall cease to be a Director otherwise than by reason of vacating his office at a meeting of the Company at which he is re-elected, the person appointed by him shall thereupon cease to have any power or authority to act as an alternate Director.

(f) An alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote.

MANAGING DIRECTOR

109. The Directors may from time to time appoint one or more of their body to the office of managing Director for such period and on such terms as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. A Director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of

retirement of Directors, but his appointment shall be automatically determined if he ceases from any cause to be a Director.

110. A managing Director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine.

111. The Directors may entrust to and confer upon a managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.

SECRETARY

112. The secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

113. No person shall be appointed or hold office as secretary who is:-

(a) the sole Director of the Company; or

(b) a corporation the sole director of which is the sole Director of the Company; or

(c) the sole director of a corporation which is the sole Director of the Company.

These restrictions shall not apply at all times when the Company has one and only Member.

114. A provision of the Law or these Regulations requiring or authorizing a thing to be done by or to a Director and the secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the secretary. The present Regulation shall not apply at all times when the Company has one and only Member.

THE SEAL

115. The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Director or his alternate and shall be countersigned by the Secretary or by a second Director or his alternate or by some other person appointed by the Directors for the purpose.

DIVIDENDS AND RESERVE

116. The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

117. The Directors may from time to time pay to the Members such interim dividends as appear to the Directors to be justified by the profits of the Company.

118. No dividend shall be paid otherwise than out of profits.

119. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit. The Directors may also without placing the same to the reserve carry forward any profits which they may think prudent not to divide.

120. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but not amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

121. The Directors may deduct from any dividend payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

122. Any General Meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stock of any other Company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

123. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named in the register of Members or to such person and to such

address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other moneys payable in respect of the shares held by them as joint holders.

124. No dividend shall bear interest against the Company.

ACCOUNTS

125. The Directors shall cause proper books of account to be kept with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

126. The books of account shall be kept at the registered office of the Company, or, subject to section 141(3) of the Law, at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

127. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or Regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in General Meeting.

128. The Directors shall from time to time, in accordance with sections 142, 144 and 151 of the Law, cause to be prepared and to be laid before the Company in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections.

129. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting, together with a copy of the auditors’ report shall, not less than twenty-one days before the date of the meeting, be sent to every Member of, and every holder of debentures of the Company and to every person registered under Regulation 37. Provided that this Regulation shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

CAPITALISATION OF PROFITS

130. The Company in General Meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution, amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such Members respectively or paying up in full unissued shares or debentures of the Company to be allotted, distributed and credited as fully paid up to and amongst such Members in the proportions aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution:

Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Regulation, only be applied in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares.

131. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid up shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provisions by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions and also to authorise any person to enter on behalf of all the Members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such Members.

AUDIT

132. Auditors shall be appointed and their duties regulated in accordance with sections 153 to 156 (both inclusive) of the Law.

NOTICES

133. A notice may be given by the Company to any Member either personally or by sending it by post, email or facsimile to him or to his registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected, provided that it has been properly mailed, addressed, and posted, at the expiration of 24 hours after same is posted. Where a notice is sent by email or facsimile it shall be deemed to be effected as soon as it is sent, provided there will be the relevant transmission confirmation.

134. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of Members in respect of the share.

135. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like descriptions, at the address, if any, supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

136. Notice of every General Meeting shall be given in any manner hereinbefore authorised to:

(a) every Member except those Members who have not supplied to the Company a registered address for the giving of notices to them;

(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting; and

(c) the auditor for the time being of the Company.

No other person shall be entitled to receive notices of General Meetings.

WINDING UP

137. If the Company shall be wound up the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by the Law, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY

138. Every Director or other officer for the time being of the Company shall be indemnified out of the assets of the Company against any losses or liabilities which he may sustain or incur in or about the execution of his duties including liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 383 of the Law in which relief is granted to him by the Court and no Director or officer

of the Company shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto. But this clause shall only have effect insofar as its provisions are not avoided by section 197 of the Law.

NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS

1.      A.T.S. NOMINEES LIMITED

         Limited Liability Company

         Registration No. 52415

         Arch. Makarios Ave. 2-4,

         Capital Center, 9th floor,

         Nicosia

Dated this day of 2007

Witness to the above signatures:

ELSIE PRAXITELOUS

Secretary

2-4 Makarios III Ave.

CAPITAL CENTER

9th Floor

Nicosia

I confirm that I settled the above Memorandum and Articles of Association of the Company

Sgd

STELIOS TRIANTAFYLLIDES

Advocate

2-4 Makarios III Ave.

CAPITAL CENTER

9th Floor

Nicosia

SCHEDULE 8

BASE STRATEGIC PLAN

(‘000’s RUR)	2008	2009	2010
Volume (in dl.)	2 735 105	3 699 657	4 440 034
Sales	7 352 324	7 452 699	8 262 165
Turnover Rebates	194 468	289 252	361 632
Net Sales	7 157 856	7 163 447	7 900 533
COGS	5 092 475	3 192 389	2 717 754
Margin on Sales	2 065 381	3 971 058	5 182 780
Employee Expenses	484 176	806 885	1 096 106
Marketing Spend	631 390	938 275	1 160 I83
Selling, General and Administrative Expenses	253 964	424 118	561 700
Capital Expenditure	245 224 — 344 452	55 905 — 154 840	19 238 — 106 503
EBITDA	945 026	1 928 124	2 364 790

For information only

USD/RUR Exchange Rate: [—]

(`OOO’s USD)	2008	2009	2010
Volume (in dl.)	2 735 105	3 699 657	4 440 034
Sales	294 093	298 108	330 487
Turnover Rebates	7 779	11 570	14 465
Net Sales	286 314	286 538	316 021
COGS	203 699	127 696	108 710

Margin on Sales	82 615	158 842	207 311
Employee Expenses	19 367	32 275	43 844
Marketing Spend	25 256	37 531	46 407
Selling, General and Administrative Expenses	10 159	16 965	22 468
Capital Expenditure	9 809 — 13 778	2 236 — 6 194	770 — 4 260
EBITDA	37 801	77 125	94 592

SCHEDULE 9

CERTAIN EMPLOYEES

	Position	Salary Range, ‘000’ USD	Minimum Fixed Salary, ‘000’ USD
1	CEO	500 -1 000	500
2	Deputy CEO (COO)	300 - 480	300
3	Deputy CEO	300 - 480	300
4	Deputy CEO	300 - 480	300
5	CFO	300 - 480	300
6	Development Department Director	180 - 300	180
7	Sales Director	180 - 300	180
8	Logistic Director	170 - 300	170
9	Marketing Director	120 - 240	120
10	Finance Director	180 - 300	180
11	Legal Department Director	120 - 240	120
12	Production Department Director	156 - 240	156
13	IT Director	156 - 240	156
14	HR Director	156 - 240	156
15	Engineering/Technical Department Director	120 - 240	120
16	Quality Control Director	156 - 240	156
17	Procurement Department Director	156 - 240	156

IN WITNESS whereof the parties have EXECUTED and DELIVERED this Agreement as a DEED the day and year first before written

EXECUTED as a DEED	)
for and on behalf of	)
WHITE HORSE INTERVEST	)
LIMITED	)
Acting by     /s/ Sergey Kupriyanov	)	/s/ Sergey Kupriyanov
Attorney-in-fact
Witness         /s/ Oleg Isaev
EXECUTED as a DEED	)
for and on behalf of	)
BOLS SP. Z O.O.	)
acting by     /s/ Christopher Biedermann	)	/s/ Christopher Biedermann
Attorney-in-fact
Witness         /s/ Siawomir Koumiah
EXECUTED as a DEED	)
for and on behalf of	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)
acting by         /s/ William Carey	)	/s/ William Carey
Chairman, President and CEO
EXECUTED as a DEED	)
for and on behalf of	)
COPECRESTO ENTERPRISES	)
LIMITED	)
acting by         /s/ William Carey	)	/s/ William Carey
Attorney-in-fact
Witness         /s/ Siawomir Koumiah

EX-10.52

Exhibit 10.52

Agreed Form

8 July 2008

SHAREHOLDERS’ AGREEMENT

between

LION/RALLY CAYMAN 1 L.P.

and

CAREY AGRI INTERNATIONAL – POLAND SP. Z O.O

and

LION/RALLY CARRY ENG 1 L.P.

and

LION/RALLY CAYMAN 2

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		4
2	AGREEMENT TO SUBSCRIBE		16
3	NEW ISSUES		16
4	RESTRICTIONS ON DEALINGS WITH SECURITIES		18
5	COMPLETION OF TRANSFERS		25
6	EXIT		26
7	IPO OF LUXCO1		27
8	CALL OPTION		28
9	PUT OPTION		32
10	CONDUCT OF THE COMPANY		36
11	ACQUISITIONS AND DISPOSALS		36
12	PARENT GUARANTEE		37
13	DIRECTORS		38
14	ACCESS TO INFORMATION AND ACCOUNTS		40
15	ADVISORY AGREEMENTS		41
16	NON-SOLICITATION		42
17	WARRANTIES		42
18	CONFIDENTIALITY AND CONTACT RESTRICTIONS		42
19	DEEDS OF ADHERENCE		44
20	TERMINATION		44
21	ANNOUNCEMENTS		45
22	TAX AND VCOC		45
23	ASSIGNMENT AND SUB-CONTRACTING		47
24	EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE		47
25	CAPACITY		48
26	FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, MODIFICATIONS TO ACCOMMODATE THE PARTIES’ TAX EFFICIENCY		48
27	ENTIRE AGREEMENT		49
28	VARIATION		49
29	WAIVER		49
30	ILLEGALITY AND SEVERANCE		50
31	RIGHTS OF THIRD PARTIES AND NO RECOURSE		50

i

TABLE OF CONTENTS

(continued)

		Page
32	COUNTERPARTS		50
33	NOTICES		51
34	EFFECT OF COMPLETION		52
35	JURISDICTION		52
36	GOVERNING LAW		52
SCHEDULE 1 SHARE SUBSCRIPTION AMOUNTS			53
SCHEDULE 2 DEED OF ADHERENCE			54
SCHEDULE 3 LUXCO1 SHAREHOLDERS’ AGREEMENT			56
SCHEDULE 4 PLEDGE AGREEMENT			105

ii

THIS AGREEMENT is made on 8 July 2008 between the following parties

(1) LION/RALLY CAYMAN 1 L.P., a Cayman Exempted Limited Partnership, whose address is Stuarts Corporate Services Ltd, P O Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “Initial Lion Party”);

(2) 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 (the “Initial Bison Party”);

(3) LION/RALLY CARRY ENG 1 L.P., an English limited partnership (with registered number LP 12992), whose address is 21 Grosvenor Place, London SW1X 7HF (“Lion CLP”);

(4) LION/RALLY CAYMAN 2, a company incorporated in the Cayman Islands having its registered office at c/o Stuarts Corporate Services Ltd, P O Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and

(5) 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 (the “Parent”).

WHEREAS

(A) The Company was incorporated on 27 May 2008 under the laws of the Cayman Islands as a private limited liability company specifically for the purpose of the Acquisition.

(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) On or by the Closing Date, the Initial Lion Party, the Initial Bison Party & Lion CLP have agreed to subscribe for shares in the Company to finance the Acquisition.

(D) The Initial Lion Party, the Initial Bison Party, Lion CLP 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:

“A Ordinary Shares”	the A Ordinary Shares with a nominal value of $1 each in the capital of the Company;
“Acquisition”	the acquisition by Pasalba Limited of the Sale Shares under the SPA;
“Advisory Agreements”	(i) the Monitoring and Oversight Agreement and (ii) the Corporate Finance Advisory Agreement, each to be entered into on or prior to the Closing Date between a Group Company and a Lion Party (or any one or more of its designated Affiliates or any one or more of the Affiliates of any shareholder (or partner) in a Lion Party) as each may be amended from time to time;

4

“Affiliate”	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 the same Control as such first person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Anti-Trust Approval”	Has the meaning given to it in Clause 8.9;
“Articles”	the articles of association of the Company, as the same may be amended or replaced by any successor articles of association from time to time;
“Auditors”	the external auditors for the time being of any Group Company;
“B Ordinary Shareholder”	a holder of B Ordinary Shares;
“B Ordinary Shares”	the B Ordinary Shares with a nominal value of $1 each in the capital of the Company;
“Bison Party” or “Bison Parties”	the Initial Bison Party and, upon completion of any Transfer by the Initial Bison Party or by any Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee;
“Bison Share”	the number of Ordinary Shares held by the Bison Parties at the relevant time as a percentage of all Ordinary Shares then in issue;
“Bison Share of Luxco”	the Bison Share multiplied by the CayCo Share;
“Board”	the board of directors of the Company as constituted from time to time;
“Business Day”	a day (other than a Saturday, a Sunday or a public holiday) on which banks in London, Luxembourg, New York, Warsaw, and the Cayman Islands are normally open for the conduct of general banking business;
“C Ordinary Shares”	the C Ordinary Shares with a nominal value of $1 each in the capital of the Company;
“Call Option Closing Date”	the date of completion of the sale and purchase of the shares which are the subject of the Call Option;

5

“Call Option Equity Value”	In respect of each Call Option Period: (i) the aggregate of: (a)    the applicable multiple, multiplied by the Operating Group EBITDA for the twelve month period ended on the Option Valuation Date; (b)    Cash on the Option Valuation Date; and (c)    Working Capital on the Option Valuation Date; minus: (ii) the aggregate of: (a)    Financial Debt on the Option Valuation Date; (b)    the Management Incentive Adjustment; and (c)    Normalised Working Capital on the Option Valuation Date. In respect of the 2010 Call Option Period the applicable multiple shall be 14.05, for the 2011 Call Option Period 13.14 and for the 2012 Call Option Period 12.80;
“Call Option”	the call option granted by the Company pursuant to this Agreement in favour of the Bison Parties as set out in Clause 8 of this Agreement;
“Call Option Exercise Date”	means the date of delivery of the Call Option Notice;
“Call Option Expiry Date”	Has the meaning given to it in Clause 8.3;
“Call Option Notice”	Has the meaning given to it in Clause 8.2;
“Call Option Period”	the 2010 Call Option Period, or the 2011 Call Option Period, or the 2012 Call Option Period (as the case may be);
“Call Option Price”	the consideration payable by the Bison Parties to the Company upon the exercise of the Call Option as set out in Clause 8.5 of this Agreement;
“Cash”	all cash and cash equivalents of the LuxCo1 Group as shown in the books and records of the LuxCo1 Group as at the relevant date;
“CayCo Share”	the number of shares from time to time held by the Company in LuxCo1 as a percentage of all shares of LuxCo 1 then in issue;
“Closing”	Has the meaning given to it in the SPA;
“Closing Date”	Has the meaning given to it in the SPA;
“Confidential Information”	all and any information (written, oral or electronic): (a) concerning the business, finances, assets or affairs of the Group; (b) relating to the Group’s processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities and customers, or in relation to any third party for which any member of the Group is responsible or in respect of which any member of the Group has an obligation not to disclose; (c) relating to any Shareholder or Permitted Transferee or any shareholder in any such person or any of their respective Affiliates; and (d) relating to the contents of this Agreement or any other Transaction Document (or any agreement or arrangement entered into pursuant to or any transaction contemplated by this Agreement or any other Transaction Document);

6

“Control”	with respect to a person (other than an individual): (a) ownership of more than 50% of the voting securities of such person; (b) the right to appoint or remove, or cause the appointment or removal of, more than 50% of the members of the board of directors (or similar governing body) of such person; or (c) the right to manage, or direct the management of, on a discretionary basis the business, affairs and/or assets of such person, and for the avoidance of doubt, a general partner is deemed to Control a limited partnership (and the terms “Controlling” and “Controlled” shall have meanings correlative to all of the foregoing);
“Corporate Finance Advisory Agreement”	The corporate finance advisory agreement concerning the Russian Alcohol Group to be entered into between (1) Pasalba Limited and (2) Lion Bridging Party;;
“Cyprus1”	Lion/Rally Cyprus 1;
“Deed of Adherence”	a deed of adherence to this Agreement in the same or substantially similar form to the agreed form attached as Schedule 2;
“Director”	Any director of the Company from time to time;
“D Ordinary Shares”	the D Ordinary Shares with a nominal value of $1 each in the capital of the Company;
“Encumbrance”	Any mortgage, charge, pledge, lien, option, restriction, third party right or interest, other interest or security interest of any kind;
“Exit”	a Sale or an IPO;
“Fair Market Value”	the value that would be paid by a willing buyer to a willing seller that is not an Affiliate of the buyer in a transaction not involving distress or necessity of either party, determined in good faith by the Board;
“Financial Debt”	all outstanding obligations of the LuxCo1 Group for money borrowed (including for the avoidance of doubt, accrued but unpaid interest), outstanding obligations evidenced by notes, debentures, bonds or similar instruments, the payment for which the LuxCo1 Group is liable and the net present value of all obligations as lessees under all finance leases including sale and leaseback programs but Financial Debt shall exclude any liability for amounts owed by LuxCo1 to any direct shareholders thereof and shall also exclude any liability for amounts owed between members of the LuxCo1 Group and, for the purposes of the 2010 Call Option Period shall include 50 per cent. of any Prepayment Penalties and, for the purposes of the 2010 Put Option Period, the 2011 Call Option Period, the 2011 Put Option Period, the 2012 Call Option Period, and the 2012 Put Option Period, shall include 100 per cent. of any Prepayment Penalties;
“Financial Year”	a twelve month financial period of the Company ending on 31 December, or such other date as may be adopted by a resolution of the Shareholders at a general meeting of Shareholders to be the end of the financial year of the Company;

7

“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;
“Holding Company”	has the meaning given in the definition of “Subsidiary”;
“Hurdle Return”	a compound eight per cent. (8%) return per annum on the aggregate equity and shareholder debt invested in LuxCo1 at Closing and thereafter and compounded annually on a pro rata basis, including, in each case, the principal value of all amounts invested or paid at Closing and thereafter;
“Individual”	a natural person;
“IPO”	an initial Public Offering;
“LIBOR”	in relation to any amount the applicable screen rate as at 11.00 a.m. on the relevant calculation date for the offering of deposits of that amount in US dollars for a three-month period and the “screen rate” means The British Bankers’ Association Interest Settlement Rate for US dollars for the period displayed on the appropriate page of the Telerate Screen;
“Lion Capital Management Entity”	Lion Capital LLP, Lion Capital General Partner LLP, Lion Capital General Partner II LLP, Lion Capital Carry LP, Lion Capital Carry II LP and Lion/Latimer GP II (Guernsey) Limited;
“Lion Party”	the Initial Lion Party and, upon completion of any Transfer by the Initial Lion Party or a Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee;
“Lion Share”	the number of Ordinary Shares from time to time held by the Lion Parties as a percentage of all Ordinary Shares then in issue;
“Listed Shares”	means the (class of) shares to be listed in an IPO or any other Public Offering;
“LuxCo1”	Lion/Rally Lux 1 S.A., a company incorporated in Luxembourg, whose registered address is at 9, Rue Sainte Zithe, 3rd Floor, L-2763, Luxembourg;
“LuxCo1 Group”	LuxCo1 and its Subsidiaries from time to time;
“LuxCo1 Shareholders’ Agreement”	the shareholders’ agreement entered into on or about the date of this Agreement between the Company, [Sellers’ Investment Vehicles] and LuxCo1 and attached hereto as Schedule 3;

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“Management Incentive Adjustment”	an amount equal to (i) the aggregate value of amounts accrued but unpaid as at the Call Option Exercise Date or the Put Option Exercise Date (as the case may be) pursuant to any Management Incentive Scheme plus (ii) the aggregate value of amounts paid by any member of the LuxCo1 Group to any manager of the LuxCo1 Group by way of a bonus or other non-recurring payment where such bonus or non-recurring payment is directly linked and conditional upon (x) a change of Control of the LuxCo 1 Group or (y) an acquisition by a member of the LuxCo 1 Group after Closing, (iii) the Management Securities Floor Adjustment where the sum of (i), (ii), and (iii) exceeds 3.5% of the amount of the total appreciation in value over the Hurdle Return on any equity and shareholder debt invested in LuxCo1 from time to time, and then only to the extent of the amount of the excess over 3.5%;
“Management Incentive Scheme”	means a contractual obligation of any member of the LuxCo1 Group to pay compensation to any manager of the LuxCo1 Group where the compensation payable is calculated by reference to the appreciation in value of the equity and shareholder debt invested in the LuxCo1 Group. For the avoidance of doubt, any securities issued to, or any rights to acquire securities held by, any manager and consultancy or other analogous fees payable to any manager do not fall within the scope of this term;
“Management Securities Floor Adjustment”	means, for the purposes of calculating the Call Option Equity Value only, the amount, if any, by which the Call Option Price would (but for the Management Securities Floor Adjustment) be higher than it would be had no securities been issued pursuant to Clause 3.1.3 and, for the avoidance of doubt, in the case of the Put Option Price, this amount shall always be zero;
“Minority Investment”	any entity in which any member of the Group owns a minority interest;
“Minority Investment EBITDA”	EBITDA of any Minority Investment, calculated on the same basis as Operating Group EBITDA, multiplied by the Group’s percentage shareholding in the Minority Investment;
“Monitoring and Oversight Agreement”	the monitoring and oversight agreement concerning the Russian Alcohol Group to be entered into between (1) Pasalba Limited and (2) Lion Capital LLP;
“Net Senior Debt”	Gross Senior Debt (as defined in the Senior Facilities Agreement) minus Cash as at the relevant date;
“Net Senior Leverage”	Net Senior Debt at the relevant date, divided by Operating Group EBITDA for the most recently completed period of 12 months;
“Normalised Level of Working Capital”	the average level of Working Capital of the Operating Group calculated by taking the average of the last twelve month ends’ or the last four quarter ends’ (as the Company may determine) Working Capital immediately prior to the relevant date, having first excluded any one off or exceptional items from the such Working Capital;
“Notes”	the US$103,500,000 Unsecured Exchangeable Loan Notes constituted by an instrument made by the Company, LuxCo1, and Lion/Rally Lux 3 S.à r.l. dated 8 July 2008;

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“Operating Board”	the main operating board of the Group from time to time;
“Operating Group EBITDA”	the consolidated earnings before interest, taxation, depreciation and amortisation of the Operating Group as extracted from the consolidated audited accounts of the Operating Group for the relevant period, (except where Operating Group EBITDA is calculated by reference to a period for which audited accounts are not available, in which case consolidated management accounts may be used) prepared by one of Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers (each a “Recognised Accountancy Firm”), before bringing into account any of the following items and without double counting (and so that, to the extent any of the following have been charged, expensed or deducted in computing such earnings they shall be added back and to the extent any of the following have been taken into account therein they shall be deducted):
	(a)    any accrued interest paid or payable by the Operating Group (including fees or penalties incurred in connection with third party borrowings or the issue of guarantees and letter of credit) and including any amounts payable under any interest rate hedging agreement shall be added back and any interest owing to or received by the Operating Group and including any amounts receivable under any interest rate hedging agreement shall be deducted; (b)    any tax paid or payable by the Operating Group in respect of the operating profit or any deferred tax charges arising for such period shall be added back and any amount received or receivable by the Operating Group in respect of a rebate or refund of tax shall be deducted; (c)    any extraordinary items and any exceptional items (in each case being extraordinary or exceptional due to their size, nature or type or items being outside the ordinary course of trading or costs related to restructuring) shall be added back; (d)    any loss against book value incurred by the Operating Group on the sale, lease or other disposal of any capital asset shall be added back and any gain against book value incurred by the Operating Group on the sale, lease or other disposal of any capital asset shall be deducted; (e)    any loss arising on any revaluation of any asset shall be added back and any gain arising on any revaluation of any asset shall be deducted; (f)     any realised or unrealised foreign exchange losses shall be added back and any realised or unrealised foreign exchange gains shall be deducted; (g)    depreciation shall be added back; (h)    any amortisation or impairment of tangible or intangible assets shall be added back; (i)     the costs paid or payable in relation to any acquisition or disposal of any company or business or brand shall be added back;

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	(j)     any dividends or distributions paid or payable shall be added back and any dividends received or receivable shall be deducted (each only to the extent a corresponding entry has been made to net income); (k)    any loss on revaluation of any fixed or current asset shall be added back; (l)     any charge in respect of the accounting for share based payments under IFRS shall be added back; (m)   in the event that the Operating Group makes any acquisition of any company or business or brand during the course of a year the Operating Group EBITDA in that year of acquisition shall be adjusted such that the Operating Group EBITDA shall include a full year’s EBITDA in respect of such acquisition (based on an EBITDA for the acquired company, business or brand that is determined on the same basis as Operating Group EBITDA) and verified by a Recognised Accountancy Firm on the same basis as Operating Group EBITDA; and (n)    in the event that the Operating Group makes a disposal of any company or business or brand during the course of a year the Operating Group EBITDA in that year of disposal shall be adjusted such that the Operating Group EBITDA shall not include any EBITDA in respect of such disposal;
“Operating Group”	Cyprus1 and its Subsidiaries from time to time or, at the discretion of the Lion Party, the Operating Group may also include any holding company of Cyprus1, up to the level of LuxCo1;
“Option Valuation Date”	in respect of the 2010 Call Option Period or the 2010 Put Option Period, 31 December 2009; in respect of the 2011 Call Option Period or the 2011 Put Option Period, 31 December 2010; and, in respect of the 2012 Call Option Period or the 2012 Put Option Period, 31 December 2011;
“Ordinary Shareholder”	a holder of Ordinary Shares;
“Ordinary Shares”	the A Ordinary Shares, the B Ordinary Shares, the C Ordinary Shares, and the D Ordinary Shares;
“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 Bison Party, any wholly-owned and Controlled Subsidiary of a Bison Party or of any person who Controls a Bison Party; (ii)    in respect of a Lion Party or Lion CLP: (A)   any Lion Capital Management Entity; or (B)   any person directly or indirectly Controlled by or Controlling any Lion Capital Management Entity;

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“Pledge Agreement”	means the agreement to be entered into as of the date hereof between the Bison Parties and Lion/Rally/Cayman 1 LP, as provided in Clause 8.19, and attached hereto as Schedule 4;
“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;
“Prepayment Penalties”	any charge or fee actually paid or payable to the provider of Financial Debt, calculated in accordance with the underlying contract, and arising solely as a result of the mandatory prepayment of such Financial Debt before its contractual date for payment but (for the avoidance of doubt) such charges or fees shall not include any unpaid interest then due nor other charge or fee already taken into account in the calculation of Financial Debt;
“Prohibited Person”	means: (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 the Company (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.
“Public Offering”	any sale of shares of any member of the Group to the public in an offering under the laws, rules and regulations of any jurisdiction, pursuant to which the sold shares will be admitted to trading on a stock exchange;
“Put Option”	the put option granted by the Initial Bison Party pursuant to this Agreement in favour of the Company as set out in Clause 9 of this Agreement;
“Put Option Closing Date”	the date of completion of the sale and purchase of the shares which are the subject of the Put Option;

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“Put Option Equity Value”	in respect of each Put Option Period: (i)     the aggregate of: (a)     the applicable multiple, multiplied by the Operating Group EBITDA for the twelve month period ended on the Option Valuation Date; (b)    Cash on the Option Valuation Date; and (c)    Working Capital on the Option Valuation Date; minus: (ii)    the aggregate of: (a)    Financial Debt on the Option Valuation Date; (b)    the Management Incentive Adjustment; and (c)    Normalised Working Capital on the Option Valuation Date. In respect of the 2010 Put Option Period the applicable multiple shall be 14.05, for the 2011 Put Option Period 13.14 and for the 2012 Put Option Period 12.80;
“Put Option Period”	the 2010 Put Option Period, or the 2011 Put Option Period or the 2012 Put Option Period (as the case may be);
“Put Option Price”	the consideration payable by the Bison Parties upon the exercise of the Put Option as set out in Clause 9.5;
“Requirements”	has the meaning given to it in Clause 8.10
“Sale”	the sale of all or substantially all of (i) the issued equity share capital of the Company (including all Shares held by the Shareholders) or (ii) the business or assets of the Group to a single buyer or to one or more buyers as part of a single transaction or a series of related transactions;
“Sale Shares”	has the meaning given in the SPA;
“Seller Party”	has the meaning given in the LuxCo1 Shareholders’ Agreement;
“Senior Facilities Agreement”	means the Senior Facilities Agreement dated on or around the date of this Agreement made between, amongst others, Pasalba Ltd and Goldman Sachs International;
“Shareholders”	collectively, the Lion Parties, the Bison Parties and Lion CLP, 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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“SPA”	the sale and purchase agreement entered into on 22 May 2008 by and between Cirey Holdings, Inc., and Pasalba Limited;
“Subsidiary”	in relation to any person (a “Holding Company”), any other person directly or indirectly Controlled by that Holding Company;
“Total Leverage”	total third party debt less cash and cash equivalents of Lion/Rally Lux 3 S.à r.l. and its subsidiaries, adjusted to reflect a normalised level of net working capital minus any principal amounts and accrued but unpaid interest outstanding under the Notes, divided by Operating Group EBITDA for the most recently completed period of 12 months, pro forma as if the Proposed Acquisition (as defined in Clause 11.1) had occurred on the first day of the 12 month period;
“Transaction Documents”	the SPA, the LuxCo1 Shareholders’ Agreement, the Pledge Agreement, this Agreement, and the Advisory Agreements, and “Transaction Document” means any of them; and
“Transfer”	has the meaning given in Clause 4;
“Working Capital”	the aggregate value of: (a)    the consolidated inventory of the Operating Group; (b)    the consolidated trade receivables of the Operating Group; and (c)    all consolidated other current assets of a working capital nature of the Operating Group, less the aggregate value of: (a)    the consolidated trade payables of the Operating Group; and (b)    the consolidated other payables of a working capital nature of the Operating Group (but excluding interest accruals), as at the relevant date. Working Capital shall be calculated using consistent accounting policies, practices and bases of preparation as those used in the preparation of the audited financial statements of the Operating Group (“Audited Accounts Policies”) and to the extent not covered by such Audited Accounts Policies then in accordance with IFRS.

1.2 In this Agreement, save where the context otherwise requires:

1.2.1  references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or any two or more of the foregoing;

1.2.2  references to an individual or individuals shall include his or their respective personal representatives;

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1.2.3  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;

1.2.4  references to a Clause, Schedule or Appendix are to a Clause, Schedule or Appendix of this Agreement, and, unless otherwise specified, references to sub-clauses are to sub-clauses of the Clause in which such reference appears, and references to this Agreement include the Schedules and Appendices;

1.2.5  the headings in this Agreement are used for convenience only and do not affect its construction or interpretation;

1.2.6  references to a statute or a statutory provision include references to such statute or statutory provision as amended or re-enacted whether before or after the date of this Agreement and include all subordinate legislation made under the relevant statute whether before or after the date of this Agreement save where that amendment, or re-enactment or subordinate legislation would extend or increase the liability of any Party under this Agreement;

1.2.7  a reference to a document is a reference to that document as amended;

1.2.8  the singular includes the plural and vice versa and any gender includes any other gender;

1.2.9  a reference to a specific Transaction Document is a reference to that document as amended, varied, novated, supplemented or replaced from time to time (other than in breach of the provisions of this Agreement);

1.2.10  references to “$” or “USD” are references to the lawful currency of the time being of the United States of America; and

1.2.11  references to “€” or “Euro” are references to the single currency and the legal means of payment in the territory of the Economic and Monetary Union.

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.

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 or by the Bison Parties shall mean the approval or consent given, or action taken, by or on behalf of members of the Lion Parties, or the Bison Parties, as the case may be, holding shares representing more than 50 per cent. of the aggregate voting rights held by all of the Lion Parties or the Bison Parties, as the case may be.

1.6 A procuring obligation, where used in the context of the Shareholders (or any one or more of them) means that the 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 Shareholder 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.

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2 AGREEMENT TO SUBSCRIBE

2.1 Subject to the provisions of this Agreement:

2.1.1  the Initial Lion Party will subscribe in cash for the number of A Ordinary Shares set opposite its name in column 2 of Schedule 1 at the subscription price per A Ordinary Share set out in Schedule 1;

2.1.2  the Initial Bison Party will subscribe in cash for the number of B Ordinary Shares set opposite its name in column 3 of Schedule 1 at the subscription price per B Ordinary Share set out in Schedule 1; and

2.1.3  Lion CLP will subscribe in cash for the number of Preference Shares set opposite its name in column 4 of Schedule 1 at the subscription price per Preference Share set out in Schedule 1.

2.2 Full payment of the subscription monies for the Shares described in Clause 2.1 must be made on or before Closing to the Company in cleared or immediately available funds.

2.3 Notwithstanding the provisions of Clause 2.2, subscription of the Shares and the other obligations of the Parties pursuant to the terms of this Agreement, shall be conditional upon Closing.

2.4 Upon receipt of the subscription monies referred to in Clause 2.2 the Company will immediately register each respective Shareholder as the fully paid holder of the Shares subscribed for under Clause 2.1 and issue appropriate share certificates.

3 NEW ISSUES

3.1 The Company shall be free to issue, free from any pre-emption rights, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares of any class (“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 Company may issue such securities):

3.1.1  in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “New Acquisition”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition;

3.1.2  in order to permit any sellers under a New Acquisition to invest in the Company;

3.1.3  in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate;

3.1.4  to existing or new lenders to the Group in connection with the raising of debt finance (a “Relevant Transaction”) by any member of the Group from such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “Agreed Proportion”) and, in the case of a Relevant Transaction, amounts of capital (meaning the aggregate of debt provided by lenders and cash subscribed for equity in accordance with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be

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entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion;

3.1.5  in accordance with any exchange rights under the Notes; or

3.1.6  in accordance with the provisions of Clause 4.4.10.

3.2 In the event of an issue of New Shares not falling within paragraphs 3.1.1 to 3.1.6 above the 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 Company and in the same class of shares held by them. If funds advised or managed by Lion Capital LLP (the “Lion Funds”) propose to subscribe for New Shares in an issue of New Shares pursuant to paragraphs 3.1.1 to 3.1.4 above, the Company shall first offer for subscription New Shares (at the same cash price per New Share) to all Shareholders holding the same class of shares as the Lion Funds, pro rata to the Shares held by them (the pre-emptive offers contemplated by this sentence and the preceding sentence each being known as a “New Offer”).

3.3 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 Company may apply.

3.4 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.

3.5 The 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 he or it applied.

3.6 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 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 with the consent of the Lion Party.

3.7 The Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue New Shares in accordance with the above provisions.

3.8 The Company undertakes that it will not, and the Lion Parties agree that they shall not cause the Company, pursuant to Clauses 3.1.1, 3.1.2, 3.1.3, or 3.1.4, to issue such number of New Shares that causes, and the Company will procure that LuxCo1 does not pursuant to Clauses 4.1 to 4.9 of the LuxCo1 Shareholders Agreement issue such shares that causes:

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3.8.1  the Bison Share of LuxCo to be less than 29%, ignoring any dilutive effect upon the Bison Share of LuxCo as a result of the Bison Parties not exercising fully any pre-emption rights under Clause 3.2; or

3.8.2  until the Call Option Expiry Date, the Lion Parties to lose Control of the Company or the Company to lose Control of LuxCo1; or

3.8.3  the Bison Parties to lose the benefit of the rights contained in Clause 14 of this Agreement,

in each case without the consent of the Bison Parties (such consent not to be unreasonably withheld or delayed).

3.9 Notwithstanding any other provision of this Agreement, if B Ordinary Shares are to be issued to the Bison Parties, and such issue would take the Bison Parties’ percentage holding in the Company to an amount exceeding 47.5%, such B Ordinary Shares may, in the discretion of the Bison Parties, be issued as D Ordinary Shares instead.

4 RESTRICTIONS ON DEALINGS WITH SECURITIES

4.1 Restrictions on Transfer

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 (other than as specifically set out in this Agreement) in respect of, or otherwise dispose of (collectively, “Transfer”) any of its Shares or the legal or beneficial interest therein, except as permitted under this Agreement. No Shareholder may Transfer its Shares to a Prohibited Person.

4.2 Exceptions to Prohibition on Transfer

Any Shareholder may Transfer any of its Shares in the following circumstances:

4.2.1  in connection with an Exit carried out in accordance with Clause 6;

4.2.2  to Permitted Transferees in accordance with the provisions set out in Clause 4.3; and

4.2.3  in accordance with the rights of first refusal set out in Clause 4.4;

4.2.4  in the case of a Lion Party at any time on or after the Closing Date, subject always to the provisions of Clauses 4.4, 4.5 and 4.6; and

4.2.5  in accordance with the provisions of Clause 8.19.

In the event of any Transfer in accordance with this Clause 4.2, each of the Shareholders undertakes to take such actions and do such things as may be necessary to complete such Transfer in accordance with applicable Cayman Island legal requirements.

4.3 Permitted Transfers

4.3.1  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 transferring Party upon the same terms and conditions specified herein) without the consent of the Board or the consent of any other

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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 part 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.

4.3.2  To the extent that any Transfer contemplated or permitted in this Clause 4.3 requires the approval of the Shareholders pursuant to any law, or any provisions of the Articles or other constitutional documents, the Shareholders shall, forthwith upon request, provide the necessary consent and shall sign or vote in favour of any Shareholder resolutions in connection therewith.

4.3.3  If, while a Permitted Transferee holds any Shares, a Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferring Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring 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 Permitted Transferee either back to such Shareholder or, pursuant to this Clause 4.3.3, to another person that qualifies as a Permitted Transferee of such initial transferring Shareholder and, until such Transfer has occurred, such relevant 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.

4.3.4  The Parent undertakes to procure that no Shares held by a Bison Party will directly or indirectly be transferred to a non Bison Party (other than a Lion Party) except as otherwise permitted herein, and the Parent further undertakes to procure that any Affiliate of Bison who is a Bison Party shall, prior to its no longer being an Affiliate of Bison, transfer all its Shares to another, continuing, Affiliate of Bison.

4.4 Right of First Refusal

Transfer of Shares by non-Lion party

4.4.1  In the event that an Ordinary Shareholder other than a Lion Party (the “Offeror”) proposes to make a Transfer pursuant to Clause 4.2.3 of any of its Shares (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:

(a) the number of Shares subject to the Offer (the “Offered Securities”);

(b) the price per Share at which such Transfer is proposed to be made (the “Offer Price”); and

(c) 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 Clause 4.4 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.

4.4.2  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 a pro rata basis or on such other basis as the Offerees may determine, and the Offerees shall notify the Offeror of the allocation among the Offerees.

4.4.3  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 the Offered Securities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the Offeror.

4.4.4  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, the Offered Securities on the Offer Terms.

4.4.5  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 Clause 4.4.3, 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 five 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.

4.4.6  The Offeror shall have the right for a period of ninety days following the date 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 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 sixty days following the date of the Offer Notice. If any Offered Securities are not sold pursuant to the provisions of this Clause 4.4.6 prior to the expiration of the time period prescribed by this Clause 4.4.5, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

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Transfer of shares by a Lion Party or the Company

4.4.7  The Lion Parties and the Company hereby agree with the Bison Parties:

(a) 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 (i) all or substantially all of the shares of LuxCo1 held by the Company; (ii) all or substantially all of 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 the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets; or

(b) 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 the Bison Parties for a period of 90 days to ascertain whether an agreement can be reached between the Lion Parties or the Company and the Bison Parties for the sale to the Bison Parties of any or all of the First Look Assets.

4.4.8  If, following the expiry of the 90 day period under Clause 4.4.7(a) or (b) above the Lion Parties or the Company and the Bison Parties 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 Clauses 4.5, 4.6, and the obligation to maintain Control contained in Clause 8.21, 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.

Seller Party Offer

4.4.9  If the Seller Party makes an Offer (as defined under Clause 5.4.1 of the LuxCo1 Shareholders’ Agreement) (a “LuxCo Offer”) and the Company receives an Offer Notice (as defined in the LuxCo Shareholders’ Agreement), the Company shall, prior to accepting or rejecting the LuxCo Offer, provide prior written notice (a “LuxCo Offer Notice”) to the Ordinary Shareholders. The LuxCo Offer Notice shall set out:

(a) the number of LuxCo shares subject to the LuxCo Offer (the “LuxCo Offered Securities”);

(b) the price per share at which such sale is proposed to be made; and

(c) all other material terms and conditions of the LuxCo Offer,

(collectively, the “LuxCo Offer Terms”).

4.4.10   Each Ordinary Shareholder (the “Accepting Shareholder”) may direct the Company to accept the LuxCo Offer (on the LuxCo Offer Terms) and purchase all the LuxCo Offered Securities (the “LuxCo Share Acquisition”). To fund the LuxCo Share Acquisition, the Accepting Shareholder(s) will subscribe for such

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new Ordinary Shares in the Company, in the same class as is held by that Accepting Shareholder, as are equal in value to the LuxCo Share Acquisition and, in the case of there being more than one Accepting Shareholder, each Accepting Shareholder shall subscribe for such Ordinary Shares as are in proportion to the number of, and of the same class as, Ordinary Shares held by them, but so that no Accepting Shareholder shall be issued a number of New Shares greater than the number for which he applied.

4.4.11  Upon receipt of a LuxCo Offer Notice, each of the Shareholders will promptly, but in any event within thirty (30) Business Days, inform the Company in writing if they wish the Company to acquire the LuxCo Offered Securities on the LuxCo Offer Terms. If any Shareholder so informs the Company that it wishes the Company to accept the LuxCo Offer, the Company undertakes it will promptly exercise its rights of first refusal under Clause 5.4 the LuxCo1 Shareholders’ Agreement to acquire the LuxCo Offered Securities.

4.4.12  Any issues of New Shares by the Company pursuant to Clause 4.4.10 above shall be free from any Pre-emption Rights.

4.5 Tag-Along Rights

4.5.1  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:

(a) carry; or

(b) 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 Bison Parties shall have the opportunity (“Tag Along Right”) for the same consideration and on the same terms pursuant to the provisions of this Clause 4.5, to sell (subject to Clause 4.5.5) to the Tag-Along Purchaser a number of Ordinary Shares (the “Tag-Along Securities”) determined as follows. The number of Ordinary Shares which the Bison Parties 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 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

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C = the number of Ordinary Shares held by the Bison Parties at the time of such proposed Tag-Along Sale.

4.5.2  Not less than twenty days prior to any proposed Tag Along Sale pursuant to this Clause 4.5, the Tag Along Seller shall deliver to the Bison Parties written notice (a “Tag Along Notice”) thereof, which notice shall set out:

(a) 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 Bison Parties are entitled to sell pursuant to the Tag-Along Right;

(b) the type and amount of consideration to be paid by the Tag Along Purchaser for each Ordinary Share; and

(c) all other material terms and conditions, if any, of such proposed transaction.

If a Bison Party 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 Clause 4.5, 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.

4.5.3  If the Tag-Along Sale shall not have been completed within 60 days after the date of the Tag-Along Notice (subject to Clause 4.5.5), 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.

4.5.4  If a Participating Shareholder properly exercises its Tag-Along Right:

(a) the sale of its Tag-Along Securities shall occur concurrently with the sale by the Tag-Along Seller of its Shares;

(b) 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

(c) 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.

4.5.5 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 Clause 4.5.2 shall be extended until the expiration of five Business Days after all such approval shall have been received.

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4.5.6 For the avoidance of doubt, the Tag Along rights contained in this Clause 4.5 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.

4.6 Drag-Along Rights

4.6.1  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 Clause 4.5.1 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 Clause 4.6 of such number of Shares (the “Drag-Along Securities”) as determined in accordance with the provisions of Clause 4.5.1;

4.6.2  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 Clause 4.6.1 not later than the twentieth day prior to the proposed Drag-Along Sale, which notice shall set out:

(a) the type and amount of consideration to be paid by the Purchaser for each Share;

(b) the person who has expressed an interest in acquiring the Shares;

(c) the number of Drag-Along Securities that each such Drag-Along Shareholder may be required to Transfer (as determined pursuant to Clause 4.5.1); and

(d) all other material terms and conditions, if any, of such transaction.

4.6.3  If, within 60 days after the date of the Drag-Along Notice (unless such period is extended pursuant to Clause 4.6.6), 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.

4.6.4  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 Clause 4.6.4 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.

4.6.5  If no Transfer of the Drag-Along Securities in accordance with the provisions of this Clause 4.6 shall have been completed within 60 days after the date of the Drag-Along Notice (unless such period is extended pursuant to Clause 4.6.6), the

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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.

4.6.6  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.

4.6.7  No Transfer of Shares pursuant to a Drag Along Sale shall take place unless:

(a) the consideration payable on the Drag Along Sale for the Shares being sold is at least equal to the Fair Market Value;

(b) 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:

(a) 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

(b) 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.

4.7 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.

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 a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by this Agreement, including a duly executed Deed of Adherence.

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 this Agreement).

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5.3 Power of Attorney

5.3.1  Each of the Shareholders hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under this Agreement) appoints 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 Shareholder (if not satisfied) under Clauses 4.3, 4.4, 4.5, 4.6, 8 and 9 to the extent that the Shareholder is in default of its obligations under any of such Clauses.

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 an 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.

6 EXIT

6.1 Sale

6.1.1  Upon a Sale:

(a) each Ordinary Shareholder shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Board and on any committee thereof (as appropriate) to take, any and all action within its power as may be necessary, appropriate or desirable to effect and to cause the Company and each other member of the Group (as appropriate) to take such action as may be necessary, appropriate or desirable to effect such Sale; and

(b) the Company shall take any and all action as may be necessary, appropriate or desirable to effect and shall cause each other member of the Group (as appropriate) to take such action as may be necessary, appropriate or desirable to effect such Sale.

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6.1.2  In the event of a Sale involving a merger (including a demerger) or consolidation with any other entity, reconstitution, reorganisation, recapitalisation, debt and/or equity refinancing, sale of all or substantially all of the assets of the Company, or any similar transaction, each Ordinary Shareholder shall receive the same form of consideration, and the aggregate consideration to be distributed to the Ordinary Shareholders with respect to the Shares held by them shall be based on the relative equity ownership interest of each of the Ordinary Shareholders in the Company as at the date of such merger (including a demerger) or consolidation with any other entity, reconstitution, reorganisation, recapitalization, debt and/or equity refinancing, sale of all or substantially all of the assets of the Company, or any similar transaction.

7 IPO OF LUXCO1

7.1 The Lion Parties and the Bison Parties acknowledge the rights and obligations of the Company under Clause 8.2 of the LuxCo1 Shareholders’ Agreement.

7.2 Following the Call Option Expiry Date and the subsequent giving of 60 Business Days’ written notice by the Bison Parties to the Company requiring the Company to do so, the Company undertakes that it will enforce its rights under the LuxCo1 Shareholders’ Agreement to cause LuxCo1 (or, in the discretion of the Company, a Subsidiary thereof) to conduct an IPO. The Company and the Lion Parties will further use their best efforts to take all such actions as may be reasonably necessary to give effect to such IPO, including procuring that LuxCo1 take any such necessary actions.

7.3 Prior to the Call Option Expiry Date the Company undertakes not to enforce its rights under Clause 8.2 of the LuxCo1 Shareholders’ Agreement to cause LuxCo1 (or any Subsidiary thereof) to conduct an IPO, unless it has first received the written consent of the Bison Parties and, further, shall, following the Call Option Expiry Date, only exercise such rights having first given 60 Business Days’ written notice to the Bison Parties.

7.4 If, following the Call Option Expiry Date, or prior to the Call Option Expiry Date but having received the written consent of the Bison Parties to do so under Clause 7.3 above, the Company exercises its rights under the LuxCo1 Shareholders’ Agreement to cause LuxCo1 (or any Subsidiary thereof) to conduct an IPO, then the Bison Parties shall use their reasonable efforts to assist the Company, the Lion Parties and LuxCo1 in giving effect to such IPO.

7.5 If the Company exercises any of its rights to cause LuxCo1 to conduct an IPO, the Company undertakes to use its best efforts to follow, and to cause LuxCo1 to follow, the reasonable advice given by any managing underwriter of the IPO (where such advice is given in good faith) in relation to forming the appropriate capital structure for such IPO.

7.6 The Shareholders acknowledge that the initial proceeds of any IPO received by LuxCo1 may be required to reduce the indebtedness of LuxCo1 or other members of the Group and accordingly may not be available for distribution to the Company.

7.7 The Lion Parties and the Bison Parties agree that, subject always to the reasonable good faith advice of any managing underwriter, each of them shall have the right to participate in sales of their Shares (or, in the case of the Lion Parties, in sales of both Shares and any interest in any member of the Group) pursuant to, or in connection with, an IPO pro rata to the number of Shares held by them.

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8 CALL OPTION

8.1 The Company hereby grants to the Bison Parties the right to acquire all, but not some only, of the shares and CPECs in LuxCo1 held by the Company at the Call Option Price (the “Call Option”).

8.2 The Call Option shall only be exercisable by the Bison Parties giving notice (a “Call Option Notice”) in writing to the Company:

8.2.1  during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of directors of Cyprus1 and (ii) the date on which all amounts payable under the SPA in respect of the earnout arrangements contemplated by Clause 2.2.2 of the SPA have been paid or determined to be zero and ending in either case 45 days thereafter (the “2010 Call Option Period”); and

8.2.2  during the period commencing on the date that the audited 2010 Operating Group accounts are approved by the board of directors of Cyprus1 and ending 45 days thereafter (the “2011 Call Option Period”).

8.3 If a Put Option Notice has been served pursuant to Clause 9.2, the Bison Parties shall not be entitled to serve a Call Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 8.3, a day shall mean a period from midnight to midnight in London.

8.4 The Call Option shall expire one day after the end of the 2011 Call Option Period, unless otherwise extended pursuant to Clause 8.7 below (the “Call Option Expiry Date”).

8.5 The Call Option Price payable by the Bison Parties to the Company shall be an amount payable in USD and shall be equal to:

(a) if the Bison Parties exercise the Call Option during the 2010 Call Option Period, an amount equal to the 2010 Call Option Equity Value multiplied by the prevailing CayCo Share; or

(b) if the Bison Parties exercise the Call Option during the 2011 Call Option Period, an amount equal to the 2011 Call Option Equity Value, multiplied by the prevailing CayCo Share,

in each case, such Call Option Price to be allocated between the shares in LuxCo1 owned by the Company, together with their corresponding CPEC(s) (each such share, together with its corresponding CPEC(s) a “Strip”) equally between each such Strip, PROVIDED THAT the price payable for each Strip shall be subject to a floor (the “Floor Amount”) equal to the amount paid for the subscription of such Strip (including any premium paid), multiplied by:

(i) in the case of a Strip subscribed in the three calendar month period ending on the relevant Call Option Exercise Date, 1.20;

(ii) in the case of a Strip subscribed in the six calendar month period ending on the date falling three calendar months prior to the relevant Call Option Exercise Date, 1.52;

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(iii) in the case of a Strip subscribed in the three calendar month period ending on the date falling nine calendar months prior to the relevant Call Option Exercise Date, 1.85;

(iv) in the case of a Strip subscribed prior to the date falling twelve calendar months prior to the relevant Call Option Exercise Date, 2.20 if the Call Option is exercised during the 2010 Call Option Period, and 2.05 if the Call Option is exercised during the 2011 Call Option Period or the 2012 Call Option Period;

(v) in the case of a Strip subscribed after the relevant Call Option Exercise Date, 1.0;

(vi) in the case of Strip issued by LuxCo1 where the entire proceeds of such subscription were applied to effect an Equity Investment as defined in the Senior Facilities Agreement¹, 1.0; and

(vii) in the case of a Strip issued by LuxCo1 where the entire proceeds of such subscription were applied to cause Net Senior Leverage to fall below 2.25 at the date of such subscription, and where such Net Senior Leverage remains below 2.25 at the next two successive Quarter Dates (as defined in the Senior Facilities Agreement), 1.0. For the avoidance of doubt, only that portion of the Strip which causes Net Senior Leverage to fall and to remain below 2.25 shall be subject to this multiplier. If two successive Quarter Dates have not passed in the period between the date of subscription (the “Subscription Date”) and the Call Option Exercise Date, the Call Option Exercise Date shall if the Subscription Date is more than three months before the Call Option Exercise Date be deemed to constitute a Quarter Date or if the Subscription Date is less than three months before the Call Option Exercise Date be deemed to constitute two Quarter Dates, in each case so that two successive Quarter Dates shall be deemed to have passed,

in each case, minus the aggregate of dividends or other distributions actually received by the holder(s) of such Strip. For each Strip, the amount payable for such Strip shall be decreased by the amount by which the application of the Management Incentive Adjustment in the calculation of the Call Option Equity Value causes the Call Option Price in respect of such Strip to be lower than the Floor Amount for such Strip. If circumstances arise which fall within the provisions of any of paragraphs (i) to (iv) above and also fall within the provisions of any of paragraphs (v) to (vii) above, the applicable provisions of paragraphs (v) to (vii), as the case may be, shall prevail.

8.6 For the purposes of calculating each Floor Amount pursuant to Clause 8.5,

(a) amounts which are not subscribed in Euros shall be converted into Euros at the prevailing spot rate of exchange, being the closing mid point as quoted on Bloomberg, at the time of subscription; and

(b) amounts of dividends or other distributions which are not paid in Euros shall be converted into Euros at the prevailing spot rate of exchange, being the closing mid point as quoted on Bloomberg, at the time of receipt,

¹ Definition to be updated once SFA is signed, but in any event to refer to equity cure events only.

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and shall then be converted into US dollars by multiplying by the Exchange Rate. The Exchange Rate shall be the lower of (i) the EUR/USD exchange rate prevailing on the Call Option Exercise Date and (ii) 1.6712.

8.7 If during the 2011 Call Option Period, the Bison Parties were to exercise the Call Option, and the Call Option Price were to be the Floor Amount, the Call Option may, at the election of the Bison Parties, be extended, (such election to be made within 90 days of the end of the 2011 Call Option Period) and will be exercisable for a period of 45 days commencing on the date that the audited 2011 Operating Group accounts are approved by the board of Cyprus1 (the “2012 Call Option Period”) except that in such instance the Call Option Price shall be calculated in accordance with the provisions of Clause 8.4 and based upon the 2011 Operating Group EBITDA, as extracted from the 2011 Operating Group accounts. For the avoidance of doubt, if the Bison Parties do not elect to extend the Call Option, there shall be no 2012 Call Option Period.

8.8 The Parties agree that, in the calculation of Call Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing.

8.9 If the transfer of the shares which are the subject of the Call Option Notice under Clause 8.2 (a “Call Transfer”) requires the approval or clearance of any state or national competition authority or regulator (“Anti-Trust Approval”), the Bison Parties undertake to the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted.

8.10  Without prejudice to the provisions of Clause 8.9, if Anti-Trust Approval will only be granted subject to conditions, obligations, measures, undertakings, and/or modifications (collectively, “Requirements”), the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirement as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligation of the Bison Parties contained in Clause 8.9 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 8.10, if within 60 days of the Call Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that, subject to the Bison Parties’ rights under Clause 8.11, they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Call Option Exercise Date.

8.11  Without prejudice to the obligation of the Bison Parties contained in Clause 8.9 to use best efforts to obtain Anti-Trust Approval, if following service of a Call Option Notice, it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they are required to accept would have an effect that is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall be entitled, upon giving to

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the Lion Parties five Business Days’ notice, to elect not to proceed with the exercise of the Call Option in that Call Option Period. In such a case, all rights under the Call Option in respect of that Call Option Period shall lapse and be of no further effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Call Option in that Call Option Period.

8.12 In relation to the exercise of a Call Option within a Call Option Period, if Anti-Trust Approval is not obtained within 120 days from the Call Option Exercise Date, unless the Lion Parties and the Bison Parties have agreed otherwise, the Call Option (in relation to that Call Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Call Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 8.9 and 8.10 prior to such lapse.

8.13 If Anti-Trust Approval is not required, completion of the Call Transfer shall take place before the end of the relevant Call Option Period and upon the Bison Parties having given to the Lion Parties 10 Business Day’s Notice, (for the avoidance of doubt, if the Bison Parties give notice to the Lion Parties on a date falling less than 10 Business Days prior to the end of the relevant Call Option Period, completion shall take place within 10 Business Days of the date such notice is given.

8.14 If Anti-Trust Approval is required, completion of the Call Transfer shall take place within 10 Business Days of receipt of Anti-Trust Approval.

8.15 At completion of the Call Transfer:

8.15.1  against delivery in accordance with Clause 8.15.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Parties), a sum equal to the Call Option Price;

8.15.2  upon receipt of the sums due, the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; and

8.15.3  the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares.

8.16 The Company shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the relevant Bison Party as it may reasonably require to give effect to the Call Transfer pursuant to this clause.

8.17 If the Bison Parties exercise the Call Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement at the same time and on the same terms as the Company’s Shares in LuxCo1 are transferred to the Bison Parties and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement).

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8.18 If the Bison Parties exercise the Call Option in accordance with its terms and the Company breaches its obligations under this Agreement to sell to the Bison Parties the shares in LuxCo1 by failing to deliver its shares in LuxCo1 to the Bison Parties, the Company shall pay to the Bison Parties an amount equal to 2.5 times Operating Group EBITDA for the Financial Year last ended prior to the exercise by the Bison Parties of the Call Option. Such amount is agreed between the Company and the Bison Parties to be a genuine pre-estimate of the loss suffered by the Bison Parties of the breach by the Company of its obligations under this Clause 8.

8.19 As security for the obligations of the Company under Clause 8.17, [Lion/Rally Cayman 1 LP] shall enter into the Pledge Agreement, pursuant to the terms of which [Lion/Rally Cayman 1 LP] shall pledge its Shares in the Company to the Bison Parties, in the form attached hereto as Schedule 4 (the “Pledge Agreement”). The Parties agree that, save for the provisions of Clause 4.2 (Exceptions to Prohibitions on Transfer), the restrictions upon, and other provisions relating to, Transfers of Shares contained in Clause 4 of this Agreement shall not apply to any Transfer of Shares to the Chargee (as such term is described in the Pledge Agreement), in accordance with the terms of the Pledge Agreement.

8.20 The Company shall not be concerned as to the allocation between the Bison Parties of the shares in LuxCo1 upon the exercise by the Bison Parties of the Call Option.

8.21 The Company undertakes that until the Call Option Expiry Date, and without the prior written approval of the Bison Parties, it will at all times maintain Control of LuxCo1. The Lion Parties undertake to the Bison Parties that until the Call Option Expiry Date, they will at all times maintain Control of the Company.

8.22 Notwithstanding any other provision of this Clause 8, completion of the sale and purchase of the shares which are the subject of the Call Option (or the Put Option pursuant to Clause 9) shall not take place until all amounts payable under the SPA in respect of the earn-out arrangements contemplated by clause 2.2.2 of the SPA have been paid or reduced to zero.

9 PUT OPTION

9.1 The Initial Bison Party hereby grants to the Company the right for the Company to require any Bison Parties to purchase all, but not some only, of the shares in LuxCo1 held by the Company at the Put Option Price (the “Put Option”). For the avoidance of doubt, the Put Option is personal to the Company. No other person shall have any rights pursuant to the Put Option and the Put Option may not be transferred to any person under any circumstances.

9.2 The Put Option shall only be exercisable by the Company giving notice (a “Put Option Notice”) in writing to the Bison Parties:

9.2.1 during the period commencing on the later of (i) the date that the audited 2009 Operating Group accounts are approved by the board of Cyprus1 and (ii) the date on which all amounts payable under the SPA in respect of the earnout arrangements contemplated by Clause 2.2.2 of the SPA have been repaid or determined to be zero and ending in either case 45 days thereafter (the “2010 Put Option Period”); provided, however, that the Company may not exercise the Put Option during the 2010 Put Option Period unless the 2009 Operating Group EBITDA is equal to or exceeds USD 55 million;

9.2.2 during the period commencing on the date that the audited 2010 Operating Group accounts are approved by the board of Cyprus1 and ending 45 days thereafter (the “2011 Put Option Period”); provided, however, that the Company may not exercise the Put Option during the 2011 Put Option Period unless the 2010 Operating Group EBITDA is equal to or exceeds USD 65 million.

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9.3 If a Call Option Notice has been served pursuant to Clause 8.2, the Lion Parties shall not be entitled to serve a Put Option Notice on a later day in the same exercise period; provided that if a Put Option Notice and a Call Option Notice are served on the same day, the parties agree that the Call Option Notice shall take precedence over, and apply in place of, the Put Option Notice. For the purposes of this Clause 9.3, a day shall mean a period from midnight to midnight in London.

9.4 The Put Option shall expire one day after the end of the 2011 Put Option Period, unless otherwise extended pursuant to Clause 9.6 below (the “Put Option Expiry Date”).

9.5 The Put Option Price payable by the Bison Parties to the Company shall be an amount payable in USD, and:

9.5.1  if the Company exercises the Put Option during the 2010 Put Option Period, shall be an amount equal to the 2010 Put Option Equity Value, multiplied by the prevailing Cayco Share; or

9.5.2  if the Company exercises the Put Option during the 2011 Put Option Period, shall be an amount equal to the 2011 Put Option Equity Value multiplied by the Prevailing Cayco Share.

9.6 If during the 2010 Put Option Period the Bison Parties exercise their rights to extend the Call Option under Clause 8.7 above, the Put Option will expire on the date of the expiry of the 2012 Call Option Period, and the Company may exercise the Put Option for a period of 45 days commencing on the date that the audited 2011 Operating Group accounts are approved by the board of Cyprus1, except that in such instance the Put Option Price shall be an amount equal to the 2012 Put Option Equity Value, multiplied by the prevailing CayCo Share; provided, however, that the Company may not exercise the Put Option during such additional Put Option Period unless the 2011 Operating Group EBITDA is equal to or exceeds USD 75 million.

9.7 If the transfer of the shares which are the subject of the Put Option Notice under Clause 9.2 (the “Put Transfer”) requires Anti-Trust Approval, the Bison Parties undertake to the Lion Parties and the Company that they shall use their best efforts to obtain the Anti-Trust Approval as quickly as possible. The Lion Parties shall use all reasonable efforts to assist the Bison Parties in obtaining the Anti-Trust Approval and the Bison Parties shall provide the Lion Parties with all information relating to obtaining Anti-Trust Approval which the Lion Parties, acting reasonably, may request. In connection with obtaining Anti Trust Approval, the Bison Parties shall:

9.7.1  promptly notify the Lion Parties upon becoming aware of any matter or issue which may threaten, prevent, or delay the timely acquisition of the Anti-Trust Approval;

9.7.2  promptly provide the Lion Parties with copies of any correspondence or other communications to or from any competition authority relating to any Requirements, or details in the case of oral communications, and with copies of any written statement, order or decision of any competition authority, in each case to the extent allowed by applicable law;

9.7.3  without limitation to the provisions of Clause 9.7.2, provide the Lion Parties with a final draft of all submissions, notifications, filings, and other communications to any competition authority, at such time as will allow the Lion Parties a reasonable opportunity to review and provide comments prior to their submission and shall take into account all reasonable comments made by the Lion Parties;

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9.7.4  allow the Lion Parties to participate in any discussions and/or negotiations with any competition authority, providing that the Lion Parties and the Bison Parties, together with their legal advisers, shall be able to attend any meetings, hearings or telephone conferences with the competition authority (provided that in the case of meetings where information that is commercially sensitive to the Bison Parties is likely to be discussed, the Bison Parties shall be entitled to exclude the Lion Parties from such meeting, but shall not unreasonably refuse to allow the Lion Parties’ legal advisers to be present); and

9.7.5  regularly review with the Lion Parties the progress of all notifications or filings.

9.8 The Bison Parties shall inform the Lion Parties within 24 hours of receipt of Anti-Trust Approval or being informed that Anti-Trust Approval has not been granted.

9.9 Without prejudice to the provisions of Clause 9.7, if Anti-Trust Approval will only be granted subject to Requirements, the Bison Parties undertake to the Company that they shall comply with those Requirements necessary to obtain Anti-Trust Approval (including, without limitation and for the avoidance of doubt, offering and agreeing any necessary Requirements) and promptly offer and agree with any relevant state or national competition authority or regulator the terms of any Requirements as will enable the Anti-Trust Approval to be granted without delay. Without prejudice to the obligations of the Bison Parties contained in Clause 9.7 to use best efforts to obtain Anti-Trust Approval and to the other provisions of this Clause 9.9, if within 60 Days of the Put Option Exercise Date Anti-Trust Approval has not been granted, the Bison Parties undertake to the Company that they shall immediately offer and agree any Requirements necessary to obtain Anti-Trust Approval within a period of 120 days from the Put Option Exercise Date; provided that, subject to Clause 9.10 and following consultation with the Lion Parties, if it becomes apparent to the Bison Parties, acting reasonably, that the terms of the Requirements they would be required to accept would have an effect that it is detrimental to the business and operations of the Parent and its subsidiary undertakings, the Bison Parties shall not be required as part of their obligations under Clauses 9.7 and this Clause 9.9 to agree such Requirements. In such a case, all rights under the Put Option in respect of that Put Option Period shall lapse and be of no further effect and the Bison Parties shall pay to the Lion Parties (for themselves and as trustees for each other member of the Group) an amount equal to all costs incurred by the Lion Parties and each other member of the Group in connection with the purported exercise of the Put Option in that Put Option Period.

9.10 If it becomes apparent to the Lion Parties, acting reasonably, during the course of seeking Anti-Trust Approval, that Anti-Trust Approval will be granted if the Group makes disposals or restructures any of its assets or business, the Company may, in its sole discretion, make such disposals (subject always to the provisions of Clauses 11.2 and 11.4), or enact any necessary restructuring of the Group, to allow Anti-Trust Approval to be granted. If the Company makes such disposals or enacts such restructuring the 120 day period for obtaining Anti-Trust Approval provided for in Clauses 9.9 and 9.11 shall be extended until 90 days from the date on which such disposal or restructuring is completed.

9.11 In relation to the exercise of the Put Option within a Put Option Exercise Period, if Anti-Trust Approval is not obtained within 120 days from the Put Option Exercise Date, or such longer period as determined pursuant to Clause 9.10, unless the Lion Parties and the Bison Parties have agreed otherwise, the Put Option (in relation to that Put Option Period) shall lapse and any obligations of the Lion Parties and the Bison Parties in relation to that exercise of the Put

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Option shall terminate provided, however, that this is without prejudice to any rights which have accrued to the Company under Clauses 9.7, 9.9, and 9.15 prior to such lapse.

9.12 The Parties agree that, in the calculation of Put Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing.

9.13 Completion of the sale and purchase of the shares which are the subject of the Put Option Notice under Clause 9.2 will, subject to the provisions of Clause 8.22, occur upon the later of (i) the end of the relevant Put Option Period and (ii) ten Business Days following receipt of Anti-Trust Approval, and on such completion:

9.13.1  against delivery in accordance with Clause 9.13.2, the Bison Parties shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Party), a sum equal to the Put Option Price;

9.13.2  the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares;

9.13.3  the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares; and

9.13.4  the Company shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the relevant Bison Party as it may reasonably require to give effect to the transfer of the relevant shares pursuant to this clause.

9.14 If the Company exercises the Put Option in accordance with its terms, the Company undertakes to exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 shareholders Agreement).

9.15 If the Company exercises the Put Option in accordance with its terms and the Bison Parties (i) breach their obligations under this Agreement to purchase from the Company the shares in LuxCo1; and/or (ii) fail to comply with either their “best efforts” obligation under Clause 9.7 or any obligation under Clause 9.9 and, in either case, Anti-Trust Approval is not obtained within a period of 120 days from the Put Option Exercise Date (or such longer period as determined pursuant to Clause 9.10), the Bison Parties shall pay to the Company an amount equal to 2.5 times Operating Group EBITDA for the Financial Year ending prior to the exercise by the Company of the Put Option. Such amount is agreed between the Company and the Bison Parties to be a genuine pre-estimate of the loss suffered by the Company of the breach by the Bison Parties of their obligations under this Clause 9.

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9.16 The Company shall be entitled to set off any amounts payable to it by the Bison Parties under Clause 9.15 against any amounts which might otherwise be distributed to the Bison Parties upon a distribution made by the Company to the Shareholders.

9.17 If for any reason Clause 9.15 or Clause 8.18 is held to be illegal, invalid or unenforceable, whether in whole or in part, such illegality, invalidity or unenforceability will be without prejudice to any other Clause of this Agreement and shall not invalidate or render illegal or unenforceable any other Clause of this Agreement.

9.18 The Company and the Bison Parties agree that, without the consent of the other (such consent not to be unreasonably withheld or delayed), neither they nor any of their Affiliates shall make or permit to be made any acquisition of any interest in any company or business which, so far as they are aware at the time of such acquisition, takes the combined market share, in the relevant market whether by volume or value, of the Parent, any undertakings in which the Parent controls, directly or indirectly, 20 per cent or more of the voting rights, and the Group to an amount exceeding 35 per cent in the Russian Federation or an amount exceeding 30 per cent in the Ukraine.

For the purposes only of this Clause, “relevant markets” are categories of alcoholic beverages. For example, each of (a) vodka, (b) brandy, (c) long drinks, and (d) table wine is a separate relevant market.

10 CONDUCT OF THE COMPANY

The Company has been formed as a holding company in relation to the Acquisition and the Parties warrant the facts set out in Recital B above. The Company undertakes, and the Lion Parties shall procure that the Company undertakes, to act only as a holding company and not to undertake any trading activity, and further not to incur any indebtedness.

11 ACQUISITIONS AND DISPOSALS

11.1 The Company shall not, and shall procure that each member of the Group shall not, acquire an interest in any entity (a “Proposed Acquisition”) where the consideration payable in respect of the Proposed Acquisition is greater than US$50 million on a debt-free, cash-free basis, with a normalised level of working capital unless the Company has:

11.1.1  received the prior written consent of the Bison Parties; or

11.1.2  prior to, or within 60 Business Days following the closing of the Proposed Acquisition, delivered to the Bison Parties a written opinion from an investment bank or accounting firm of international repute showing that, on a pro forma basis, the Total Leverage (giving effect to the Proposed Acquisition) will not be greater than 5.25. Any dispute concerning the consideration payable in respect of the Proposed Acquisition shall be finally resolved by obtaining a written opinion from an investment bank or accounting firm of international repute.

11.2 The Company undertakes that, prior to the expiry of the Call Option (including any extension thereof), and without the prior written consent of the Bison Parties (in accordance with Clause 11.4), it will not, and it will procure that any Subsidiary of the Company will not, dispose of:

11.2.1  materially all the intellectual property assets owned by the Group which constitute the “Green Mark”, “Zhuravli” or “Marusya” brands, whether by way of a single transaction or through a series of related or unrelated transactions; or

11.2.2  materially all of the intellectual property assets which constitute the Group’s long drinks business for a total enterprise value (in each case calculated on a debt-free,

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cash-free basis, with a normalised level of net working capital) equivalent to less than 12.80 x prior calendar year EBITDA between Closing and the end of the 2010 Put Option Period; 11.94 x prior calendar year EBITDA between the end of the 2010 Put Option Period and the end of the 2011 Put Option Period; and 11.60 x prior calendar year EBITDA thereafter.

11.3 If, during the 2010 Call Option Period, the 2011 Call Option Period, and any additional Call Option Period, the Call Option Price were to equal the Floor Amount then, following expiry of the Call Option Period, the Bison Parties shall continue to have the benefit of the covenant contained in Clause 11.2, for so long as the Bison Share of LuxCo1 is equal to (or greater than) 20%.

11.4 The Company shall not, and shall procure that any member of the Group shall not, dispose of any material tangible or intangible asset owned by the Company or any member of the Group 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 the Bison Parties; 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 the Bison Parties.

11.5 The consent of the Bison Parties shall not be unreasonably withheld and shall be given for a period of six months from the date upon which consent is given. In the event that the consent of the Bison Parties is sought, the Company shall deliver a notice (a “Consent Notice”) to the Bison Parties requesting consent. The Bison Parties shall have fifteen days from the date of a Consent Notice (the “Consideration Period”) to decide whether to give consent. If upon the expiry of the Consideration Period the Bison Parties have failed to respond to the Company, they shall have been deemed to have given their consent, for a period of six months beginning upon the expiry of the Consideration Period, to the contemplated disposal.

12 PARENT GUARANTEE

12.1 The Parent, as primary obligor, unconditionally and irrevocably guarantees, by way of continuing guarantee to the Lion Parties, the payment and performance by the Bison Parties, when due, of all amounts and obligations under this Agreement. This guarantee shall remain in full force and effect until all such amounts and obligations have been irrevocably paid and discharged in full.

12.2 The Parent’s obligations under this clause:

12.2.1  constitute direct, primary and unconditional obligations to pay on demand by the Lion Parties or the Company any sum which the Bison Parties are liable to pay under this Agreement and to perform on demand any obligation of the Bison Parties under this Agreement without requiring the Lion Parties or the Company first to take any steps against the Bison Parties or any other person; and

12.2.2  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, the Bison Parties 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 the Bison Parties or any other person; or

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(d) any legal limitation, disability or other circumstance relating to the Bison Parties or any unenforceability or invalidity of any obligation of the Bison Parties under this agreement.

13 DIRECTORS

13.1 The Company or a member of the Group shall reimburse and pay to each Director, and the Bison Representative, any reasonable travelling, hotel or other out-of-pocket expenses which the Director (or Bison Representative) may incur in the performance of his duties (inclusive/exclusive of VAT if applicable) which shall be payable monthly in arrears.

13.2 The Company or a member of the Group shall take out and maintain in force a policy of insurance covering such matters and on such terms and conditions as the Lion Parties shall agree for each Director to serve on the board of directors or other similar governing body of any other member of the Group (each, a “Satellite Board”) for the duration of their appointment, on which each Director and each such individual shall be noted as a beneficiary.

13.3 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.

13.4 Each Director and any proxy appointed pursuant to Clause 13.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Company and its business as he thinks fit without violating any contractual, fiduciary or other obligation. The provisions of Clause 18 shall apply to any such information that is Confidential Information.

13.5 The initial composition of the Board shall be as Hayley Tanguey and Rob Jones.

From the date of the initial composition of the Board:

13.5.1  For so long as the Bison Parties collectively own not less than ten per cent. (10%) of the total number of Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of New Shares) the Bison Parties between them shall be entitled to appoint one (1) Director (the “Bison Director”) and cause the removal and replacement of the Bison Director, provided that the Lion Parties may require (acting reasonably and in good faith) the Bison Parties to replace the Bison Director (or the Bison Representative as defined in Clause 13.5.4) with a person of whom the Lion Parties shall first approve, save that the Lion Parties shall not be entitled to require the removal of either William Carey or Christopher Biedermann as the Bison Director or the Bison Representative. At any time when the Bison Parties own less than ten per cent. (10%) of the total number of Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of New Shares pursuant to Clauses 3.1.1 to 3.1.6) they shall, at the request of the Lion Party, cause the Bison Director to resign.

13.5.2  For so long as the Bison Parties shall be entitled to appoint a Director to the Board of the Company, at the request of the Bison Director, the Lion Party and the Company will procure that the Bison Director, or such person as the Bison Director shall nominate, is in addition, appointed (and subsequently removed or replaced) to the Operating Board and to any committee of the Operating Board provided that the Lion Parties may require (acting reasonably and in good faith) the Bison Parties to replace the Bison Director (or Bison Representative) on the Operating Board with a person of whom the Lion Parties shall first approve save

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that the Lion Parties shall not be entitled to require the removal of either William Carey or Christopher Biederman as the Bison Parties’ appointee to the Operating Board. At any time when the Bison Parties own less than ten per cent. (10%) of the total number of Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of New Shares) they shall, at the request of the Lion Party, cause the Bison Director on the Operating Board to resign.

13.5.3  Subject to Clause 13.5.1 the Bison Director shall be entitled to appoint any person to be his alternate director, and such Bison Director or any such alternate director 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 Bison Parties.

13.5.4  In addition to the rights provided in Clauses 13.5.1, 13.5.2 and 13.5.3, the Bison Parties shall be entitled to send a representative (the “Bison Representative”) to attend and speak at, but not to vote at, meetings of the Board of the Company and the Company will procure that such person as the Bison Parties shall nominate shall be entitled to attend and speak at, but not vote at, meetings of the Operating Board.

13.5.5  The Bison Director, his alternate director and any Bison Representative shall be entitled to disclose to any Shareholder such information concerning the Group as he thinks fit.

13.6 The Company agrees that:

13.6.1  a meeting of the Board shall be convened and held at least once every 12 months;

13.6.2  it will procure that a meeting of the Operating Board shall be convened and held at least once every three months; and

13.6.3  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.

13.7 All matters to be determined at meetings of the Board and any committees thereof shall be determined by a majority of votes cast.

13.8 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. A Director shall not be entitled to vote at any meeting of the Board, any Satellite Board or any committee thereof on any resolution concerning a matter in relation to which he has a conflict and he shall not be counted in the quorum in respect of any such meeting unless he first declares such conflict prior to the start of the meeting.

13.9 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:

13.9.1  to hear each of the other participating Directors addressing the meeting; and

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13.9.2  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.

13.10  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.

13.11  The Company will procure that Clauses 13.7 to 13.10 shall apply, mutatis mutandis, to any meetings of the Operating Board.

13.12  No Bison Director (or their alternate) or any Bison Representative shall participate in any Board discussion or meeting or receive any information in relation to:

13.12.1  any acquisition by the Company unless the Company is seeking the consent of the Bison Parties prior to an acquisition pursuant to Clause 11.1, in which case all information necessary for them to give consent shall be supplied to the Bison Parties and the Bison Director (or their alternate) or any Bison Representative shall be entitled to participate in, or receive any information in relation to, any Board meeting relating to the acquisition by the Company; or

13.12.2  any material disposal by the Company if a Bison Party is participating as a purchaser in the transaction, unless the consent of the Bison Parties is required for the disposal, in which case the participation of, and information supplied to, the Bison Parties shall be the minimum necessary to enable the Bison Parties to give consent and no Bison Director (or their alternate) or Bison Representative shall participate in any Board decision relating to the disposal.

14 ACCESS TO INFORMATION AND ACCOUNTS

14.1 The Company shall provide or shall procure are provided to the Shareholders, at their request, the following information with respect to the Operating Group, but in the case of the Bison Parties only if the Bison Parties own not less than either ten percent (10%) of the total number of Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of New Shares) or $51,750,000 of the Notes:

14.1.1  monthly management accounts, if and when provided to the Operating Board, in the form provided to the Operating Board, as soon as practicable, and in any event no later than 10 Business Days after their receipt by the Lion Parties;

14.1.2  quarterly unaudited consolidated financial statements, as soon as practicable, and in any event not later than 10 days after their receipt by the Lion Parties;

14.1.3  yearly, audited IFRS compliant information (including, without limitation, audited annual accounts) 10 days after its receipt by the Lion Parties, and in any event within 150 days of the financial year end;

14.1.4  within 30 days of the calendar year end, the Company’s good faith estimate of the full year’s consolidated profit and loss statement or, in the event that consolidated estimated results are not available, results for material subsidiaries of the Operating Group;

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14.1.5  the opportunity, at or around each quarter end, for the auditors of the Parent to meet with the chief financial officer of the Operating Group and gain such access to the financial records of the Operating Group as may be reasonably required for the Parent to fulfil its statutory financial reporting obligations, it being understood that any costs associated with such access shall be paid by the Parent and that such access shall only be granted to the extent it does not materially interfere with the day to day operations of the Operating Group;

14.1.6  within 20 days of each quarter-end which is not also a calendar year, the Company’s good faith estimate of the quarter’s consolidated profit and loss statement or, in the event that consolidated estimated results are not available, results for material subsidiaries of the Operating Group;

14.1.7  written materials provided to the Operating Board (including committees appointed by the Operating Board) for any regular or special meetings or for purposes of obtaining written consent in lieu of a meeting; and

14.1.8  the annual budget and business plan (no later than the earlier to occur of (a) three months following the start of each Financial Year and (b) 10 days after their receipt by the Lion Parties) and any material amendments thereto,

(collectively the “Investor Information”).

14.2 The delivery of Investor Information to the Bison Director (or any proxy thereof) or to the Bison Representative shall be deemed to satisfy the obligations of the Company under Clause 13.1 above.

14.3 The Company shall provide or shall procure is provided to the Bison Parties, and to the other Shareholders, at their request, the unaudited consolidated opening balance sheet for the Operating Group (as of the date of the Closing) as soon as available but not later than 120 days after the Closing.

14.4 Notwithstanding the satisfaction by the Bison Parties of the requirements of Clause 14.1 above, the Bison Parties shall: (i) not be entitled to receive any Investor Information (except to the minimum extent required by law, and pursuant to Clauses 14.1.2 and 14.1.3 above); and (ii) resign from the board of directors of any Group member to which a Bison Party nominee has been appointed, if a Bison Party or any of its Affiliates directly or indirectly acquires Control of any entities, assets or businesses in Russia or the Ukraine which, cumulatively from the date of Closing, have an enterprise value of more than US$ 50 million and are, in the reasonable opinion of the Lion Parties, direct competitors of the Group in the production and/or distribution of vodka, brandy or long drinks, save in respect of those transactions of which the Lion Parties are aware which, at Closing, have signed but not closed.

15 ADVISORY AGREEMENTS

The Advisory Agreements will provide for a Group Company to pay to Lion Capital LLP, Lion Capital (Guernsey) Limited, or any of their Affiliates a transaction fee in relation to the acquisition of the Group and any subsequent acquisitions of 1.5% of the enterprise value (or equivalent) of the assets acquired, and to pay monitoring and oversight fees capped at 1.25% of budgeted EBITDA in relation to the relevant financial period (plus, in each case, its out-of-pocket costs and expenses and any applicable VAT). For the avoidance of doubt, the fees payable under the Advisory Agreement shall not apply to the transfers of shares contemplated by the Put Option, the Call Option, or the exchange of securities contemplated by the provisions of the Loan Note Instrument.

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16 NON-SOLICITATION

16.1 For so long as any Lion Party is a Party to this Agreement and for a period of two years from the date that no Lion Party is a Party to this Agreement (the “Cessation Date”), no Lion Party will, on its own account or on account of another Lion Party, entice or attempt to entice away from a Group member or employ or attempt to employ any person who, in the period between the date of this Agreement and the Cessation Date, was an officer or an employee of a Group member, or an employee of a Bison Party, and was engaged in managerial work.

16.2 For so long as any Bison Party is a Party to this Agreement and for a period of two years from the date that no Bison Party is a Party to this Agreement (the “Cessation Date”), no Bison Party will, on its own account or on account of another Bison Party, entice or attempt to entice away from a Group member or employ or attempt to employ any person who, in the period between the date of this Agreement and the Cessation Date, was an officer or an employee of a Group member, or an employee of a Lion Party, and in the case of the Group, was engaged in managerial work.

17 WARRANTIES

Each of the Parties warrants as of the date of this Agreement and as at Closing to the other Parties that it is properly incorporated or formed under the relevant law of its jurisdiction and 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 Agreement and all other documents to be executed by them at Closing in connection with the Agreement. This Agreement and all other documents to be executed by the Parties will, when executed, constitute lawful, valid and binding obligations of the Parties (as the case may be) in accordance with their respective terms.

18 CONFIDENTIALITY AND CONTACT RESTRICTIONS

18.1 Subject to Clauses 18.2, 18.3 and 18.5 below, each Shareholder undertakes and covenants with the Company that:

18.1.1  it shall use any Confidential Information acquired by it solely in accordance with its performance of this Agreement and in particular, but without prejudice to the generality of the foregoing, not make any commercial use thereof or use the same for the benefit of itself or of any third party other than pursuant to this Agreement;

18.1.2  it shall not disclose the Confidential Information to any person other than those of its employees, directors or advisers who need to know the Confidential Information for the purposes of the Agreement or the business (a “Recipient”) and shall procure that each Recipient is made aware of and complies with its obligations of confidentiality under this Agreement as if the Recipient was a Party to this Agreement.

18.2 The provisions of Clause 18.1 shall not apply to the disclosure of any Confidential Information by any Party:

18.2.1  in the course of consultations with the Auditors, other professional advisers, lenders and proposed lenders and with any other Shareholder;

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18.2.2  for the purposes of facilitating an Exit to any proposed purchaser, underwriter, sponsor or broker; and/or

18.2.3  in respect of any Shareholder to a third party in relation to a potential Transfer of their Shares provided such third party is not in any way connected with (whether as investor, owner, employee, director, officer, consultant or otherwise) the business of manufacturing and/or wholesaling distribution of vodka and/or long drinks beverages;

in each case so long as the disclosing Party (i) uses reasonable endeavours to procure that any such recipient enters into an appropriate legally-binding confidentiality undertaking (such confidentiality undertaking expressly stating that the Company and the other Shareholders shall be entitled to enforce it) and (ii) keeps the Board informed of any disclosures made pursuant to this Clause 18.2 and provides reasonable advance notice of the matters and information to be disclosed in order to provide the Board with an opportunity to voice its reasonable objections to any such disclosure.

18.3 The provisions of this Clause 18 shall not apply to the disclosure of any Confidential Information by any Party:

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

18.3.2  which is required by law to be disclosed to any person who is authorised by law to receive the same;

18.3.3  which is required to be disclosed in accordance with the terms of the principal finance documents relating to the Group;

18.3.4  which is required to be disclosed by the regulations of any recognised investment exchange upon which the share capital of the disclosing Party is or is proposed to be from time to time listed or dealt in;

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

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

18.3.7  to any third party in connection with negotiations for an Exit, where, prior to any such disclosure, such Party is bound to any member of the Group or the relevant Party (in a form reasonably satisfactory to the Principal Shareholders) by a confidentiality agreement to maintain confidentiality of such information;

18.3.8  to the other Parties to this Agreement; or

18.3.9  pursuant to the terms of this Agreement.

18.4 Notwithstanding the foregoing provisions, the Lion Parties shall be entitled to make such disclosure to their partners, trustees, shareholders, unit holders and other participants in relation to the business affairs and financial position of the Company as they may in their reasonable discretion see fit.

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18.5 In the case of disclosure pursuant to Clauses 18.3.2 to 18.3.9 (inclusive) such disclosing Party shall, save where giving notice to other Parties is prohibited by law, give as much notice to the Company and the principal Shareholders of such disclosure as is practicable and shall take into account the reasonable requests of the principal Shareholders in relation to the contents of such disclosures.

19 DEEDS OF ADHERENCE

19.1 Subject to the provisions of Clause 19.2, 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.

19.2 No Deed of Adherence need be executed:

19.2.1  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); or

19.2.2  if the Board obtains the consent of the Lion Party to the waiver of the need for a Deed of Adherence.

19.3 Each Party acknowledges and agrees that, upon the transferee or allottee duly executing the Deed of Adherence, such person shall become a Party to this Agreement in accordance with the terms of the Deed of Adherence.

20 TERMINATION

20.1 Save as provided for in Clause 20.2 below, this Agreement shall terminate (as between the Parties hereto) and be of no further force or effect upon the earlier of the following:

20.1.1  the Bison Parties ceasing to hold any Ordinary Shares;

20.1.2  an IPO or a Sale;

20.1.3  the written agreement of the Parties; or

20.1.4  the Company going into liquidation whether voluntary or compulsory (other than for the purpose of an amalgamation or reconstruction approved by all the Shareholders).

20.2 On termination of this Agreement, Clauses 14, 17 to 20, and 31 to 33 shall survive and continue in full force and effect but all other rights and obligations of the Shareholders shall cease immediately. Termination does not affect the Shareholders’ accrued rights and obligations as at termination.

20.3 If this Agreement is terminated under Clause 20.1.1 above, Clauses 8, 9 and 12 shall survive and continue in full force and effect save that the obligations under Clause 12 shall survive and continue in only relation to the obligations of the Bison Parties under Clauses 8 and 9, in addition to those other Clauses surviving termination under Clause 20.2.

20.4 If 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 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.

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20.5 Termination of this Agreement shall not affect the terms of any agreement entered into between the Shareholders, or any successor of either of them holding Shares which replaces this Agreement.

21 ANNOUNCEMENTS

21.1 Subject to Clause 21.2 no Party shall, save with the consent of the Lion Parties, make any public announcement or press release concerning or otherwise disclose or divulge any information concerning the Shareholders’ involvement with or interest in the Group nor regarding (without limitation) the existence, subject matter or any of the terms set out in this Agreement or any ancillary agreement, nor regarding any matter ancillary thereto, including the Acquisition and any related transactions.

21.2 This Clause 21 shall not apply to any announcement, public statement or circular required by law, a recognised investment exchange or a regulatory or governmental body to which the Company or any such Party is subject, including the rules of a recognised investment exchange, in which case the Party concerned shall, subject to the requirements of applicable law, use reasonable efforts to consult with the Lion Parties and the Company concerning the timing and content of such announcement before making the announcement or statement and shall give a copy thereof to the other Parties at the same time as, or as soon as reasonably practicable after, the making of such announcement or statement.

22 TAX AND VCOC

22.1 For the purposes of this Clause 22.1, “Code” means the United States Internal Revenue Code of 1986, as amended, and any statute successor thereto.

Certain Tax Matters

22.1.1  Tax Elections The Lion Parties shall have the sole authority to cause the Company and its direct and indirect subsidiaries to make, or to refrain from making, all tax (and accounting) elections, including, without limitation, elections to “check the box” as to tax characterization of an entity for U.S. tax purposes, and elections under section 338 of the Code.

22.1.2  The Company, if it is an association taxable as a corporation under the Code shall use its commercially reasonable efforts to maintain such information as shall be necessary to determine whether the Company or any of its Subsidiaries is a “passive foreign investment company,” a “controlled foreign corporation” or a corporation having a similar status under the Code, and, if the Company determines that it is in such a foregoing category, to furnish to any Shareholders as reasonable requested from time to time such information as shall be necessary to enable such Shareholder (or any of its owners) to comply with its tax reporting obligations in connection with its investment in the Company. Any costs incurred by the Company as a result of compliance with this clause 22.1.2 shall be borne by the Shareholder making such requests for such information, as determined by the Company in its sole discretion, and by any other Shareholders that may be resident for tax purposes in the US in proportion to their Shares owned (where the calculation shall not take into account any Shares owned by the Shareholders to which this clause 22.1.2 has no effect.)

22.1.3  The Lion Parties intend that the Company shall be treated as a corporation for US tax purposes.

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22.1.4  If the Company is an association taxable as a corporation under the Code, the Shareholders shall, if requested by the Lion Parties, cause an election under section 338(g) of the Code to be made to the extent permitted by law to treat the purchase of the business under the SPA or any other business (if such purchase is eligible for an election under section 338(g) of the Code) as a purchase of the target group’s assets in accordance with section 338 of the Code. The Tax Matters Person shall prepare an allocation of the Purchase Price in accordance with the rules under section 338 of the Code and the Treasury Regulations promulgated thereunder. The US Shareholders agree to use the agreed-upon allocations for purposes of all relevant US tax returns or filings, including any forms or reports required to be filed pursuant to section 338 of the Code, the Treasury Regulations promulgated thereunder or any provisions of US federal, state or local law (“338 Forms”), and to cooperate in the preparation of any 338 Forms and to file such 338 Forms in the manner required by applicable law.

22.1.5  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. Except as otherwise provided in the last sentence of Clause 22.1.2, 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.

22.2 Certain VCOC Matters

22.2.1  For so long as any Lion Party seeks to qualify as a VCOC Shareholder (as the term is defined in Clause 22.2.2 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 Initial Lion Party is a VCOC Shareholder.

22.2.2  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 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

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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;

(c) copies of the information provided to each Shareholder under Clause 14; and

(d) 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 22.2 shall be borne by the Shareholder making such requests for such information.

22.2.3  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.

23 ASSIGNMENT AND SUB-CONTRACTING

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 Lion Parties otherwise than pursuant to a Transfer in accordance in all respects with the provisions and requirements of this Agreement and the Articles.

24 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.

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25 CAPACITY

Each Party represents to each other Party that it has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed by it under this Agreement (and any other agreement or arrangement to be entered into by it in connection with this Agreement), that the obligations expressed to be assumed by it under this Agreement and each such other agreement are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of this Agreement and each such other agreement and arrangement will not:

25.1.1  result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or under its constitutive documents; or

25.1.2  result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound.

26 FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, MODIFICATIONS TO ACCOMMODATE THE PARTIES’ TAX EFFICIENCY

26.1 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 satisfactory to the other Parties as is or are required to give full effect to this Agreement and the other 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.

26.2 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.

26.3 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.

26.4 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

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offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

26.4.1  influencing any act or decision of such Government Official in his official capacity;

26.4.2  inducing such Government Official to do or omit to do any act in violation of his lawful duty;

26.4.3  securing any improper advantage;

26.4.4  inducing such Government Official to influence or affect any act or decision of any entity or enterprise owned or controlled by a government; or

26.4.5  assisting the Company or any Group Company in obtaining or retaining business for or with, or directing business to the Company or any Group Company.

27 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.

28 VARIATION

28.1 Subject to Clause 28.2, any variation of this Agreement must be in a written document and signed by each of the Shareholders or a duly authorised officer or representative of each of the Shareholders 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.

28.2 If any Party ceases to hold Shares then, as from the date of such cessation and irrespective of whether the consent of such party would have been required pursuant to Clause 28.1, 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.

29 WAIVER

29.1 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.

29.2 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.

29.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

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30 ILLEGALITY AND SEVERANCE

30.1 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.

30.2 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.

30.3 If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 30.2 cannot be used to make it legal, valid and enforceable, a Shareholder may require the other Shareholders to enter into a new agreement or deed under which that Shareholders undertakes in the terms of the original provision, but subject to such amendments as the first Shareholders specifies in order to make the provision legal, valid and enforceable. No Shareholders 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.

31 RIGHTS OF THIRD PARTIES AND NO RECOURSE

31.1 A Party 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.

31.2 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.

31.3 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 Shareholder or any current or future direct or indirect shareholder, member, general or limited partner or other beneficial owner of any Shareholder 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 Shareholder 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.

32 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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33 NOTICES

33.1 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 33.2 and shall be deemed to have been delivered in accordance with Clause 33.3.

33.2 The Parties’ addresses and fax numbers for the purposes of this Agreement are:

33.2.1  In the case of the Lion Parties:

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 to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

United Kingdom

For the attention of Michael Francies

Fax number: +44 20 7903 0990

33.2.2  In the case of Bison or any Bison Party:

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 copy to:

Dewey & Le Boeuf

No.1 Minster Court

Mincing Lane

London

EC3R 7YL

For the attention of: Steve Horvath

Fax number: +44 20 7444 7498

33.2.3  In the case of the Company:

Lion/Rally Cayman 2

c/o Lion Capital LLP

21 Grosvenor Place

London SW1X 7HF

United England

For the attention of: Javier Ferrán/James Cocker

Fax number: +44 20 7201 2222

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with a courtesy copy to:

Weil, Gotshal & Manges

One South Place

London EC2M 2WG

United Kingdom

For the attention of Michael Francies

Fax number: +44 20 7903 0990

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 30.3.

33.3  A notice so addressed shall be deemed to have been received:

33.3.1  if personally delivered, at the time of delivery;

33.3.2  if sent by pre-paid, recorded delivery or registered post, two Business Days after the date of posting to the relevant address;

33.3.3  if sent by registered air-mail, five Business Days after the date of posting to the relevant address; or

33.3.4  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.

34 EFFECT OF COMPLETION

34.1 Except to the extent that they have been performed and except where this Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement remain in force after Closing and Closing shall not in any way constitute a waiver of any Shareholders’ rights hereunder.

35 JURISDICTION

The Courts of England have non-exclusive jurisdiction to settle any claim, dispute or matter or difference which may arise out of or in connection with this Agreement (including, without limitation, claims for set-off or counterclaim) or the legal relationships established by this Agreement.

36 GOVERNING LAW

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

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SCHEDULE 1

SHARE SUBSCRIPTION AMOUNTS

Name, address, fax number of authorised recipient of shareholder	Number of A Ordinary Shares to be issued on completion		Number of B Ordinary Shares to be issued on completion		Number of Preference Shares to be issued on completion		Total Investment ($)
Lion/Rally Cayman 1 L.P.		201,000,000		—		—		201,000,000
Carey Agri International – Poland SP. Z O.O		—		181,500,000		—		181,500,000
Lion/Rally Carry Eng 1 L.P.		—		—		100		100
Total		201,000,000		181,500,000		100		382,500,100

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SCHEDULE 2

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 Shareholders’ Agreement dated [—] made between LION/RALLY CAYMAN 1 L.P., CAREY AGRI INTERNATIONAL – POLAND SP. Z O.O, LION/RALLY CARRY ENG 1 L.P., LION/RALLY CAYMAN 2 and CENTRAL EUROPEAN DISTRIBUTION CORPORATION (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 19 of the Shareholders’ Agreement.

1 REPRESENTATIONS AND WARRANTIES

The Adhering Party represents to each Existing Party that it has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed by it under this Deed of Adherence and the Shareholders’ Agreement (and any other agreement or arrangement to be entered into by it in connection thereto), that the obligations expressed to be assumed by it under this Deed of Adherence and the Shareholders’ Agreement and each such other agreement are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of this Deed of Adherence and each such other agreement and arrangement, including but not limited to the Shareholders’ Agreement, will not:

(a) result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or under its constitutive documents; or

(b) result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound.

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 (and any persons to whom the persons named in Schedule 1 of the Shareholders’ Agreement may have transferred shares in the Company in accordance with the terms of the Shareholders’ Agreement prior to the date of 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 Unless the context requires otherwise, words and expressions defined in the Shareholders’ Agreement shall have the same meaning when used in this deed.

4 This deed is governed by English law.

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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 3

LUXCO1 SHAREHOLDERS’ AGREEMENT

DATED [            ] 2008

SHAREHOLDERS’ AGREEMENT

between

[LION/RALLY CAYMAN 2]

and

[SELLER’S INVESTMENT VEHICLES 1, 2, 3, 4 and 5]

and

[LION/RALLY LUX 1 S.A.]

and

[LION CAPITAL (GUERNSEY) II LIMITED]

TABLE OF CONTENTS

		Page
1	DEFINITIONS		59
2	SALE AND PURCHASE OF SECURITIES		66
3	ADVISORY AGREEMENTS		67
4	NEW ISSUES		68
5	RESTRICTIONS ON DEALINGS WITH SECURITIES		69
6	PUT OPTION		77
7	COMPLETION OF TRANSFERS		78
8	EXIT		79
9	DIRECTORS		83
10	ACCESS TO INFORMATION AND ACCOUNTS		85
11	WARRANTIES		85
12	CONFIDENTIALITY AND CONTACT RESTRICTIONS		86
13	DEEDS OF ADHERENCE		87
14	TERMINATION		88
15	ANNOUNCEMENTS		88
16	TAX AND VCOC		88
17	COMPLIANCE		91
18	ASSIGNMENT AND SUB-CONTRACTING		92
19	EXCLUSION OF AGENCY, PARTNERSHIP OR JOINT VENTURE		92
20	FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, MODIFICATIONS TO ACCOMMODATE THE PARTIES’ TAX EFFICIENCY		92
21	ENTIRE AGREEMENT		93
22	VARIATION		93
23	WAIVER		93
24	ILLEGALITY AND SEVERANCE		94
25	RIGHTS OF THIRD PARTIES AND NO RECOURSE		94
26	COUNTERPARTS		94
27	NOTICES		95
28	SELLER PARTIES’ REPRESENTATIVE		96
29	EFFECT OF COMPLETION		96
30	ARBITRATION		96
31	GOVERNING LAW		97

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SCHEDULE 1 FORM OF CPEC INSTRUMENT	98
SCHEDULE 2 DEED OF ADHERENCE		99
SCHEDULE 3 FORM OF ARTICLES OF ASSOCIATION OF THE COMPANY		101
SCHEDULE 4 ALLOCATION BETWEEN A REDEEMABLE SHARES AND CPECS		102
SCHEDULE 5 INITIAL SELLER PARTIES		103

ii

THIS AGREEMENT is made on [            ] between the following Parties:

(1) [LION/RALLY CAYMAN 2] [details] (the “Initial Lion Party”);

(2) [SELLER’S INVESTMENT VEHICLE 1] [details];

(3) [SELLER’S INVESTMENT VEHICLE 2] [details];

(4) [SELLER’S INVESTMENT VEHICLE 3] [details];

(5) [SELLER’S INVESTMENT VEHICLE 4] [details];

(6) [SELLER’S INVESTMENT VEHICLE 5] [details] and

[Parties (2), (3), (4), (5) and (6) each being an “Initial Seller Party” and together being the “Initial Seller Parties”).]

(7) [LION/RALLY LUX 1 S.A. ] [details] (the “Company”); and

(8) [LION CAPITAL (GUERNSEY) II LIMITED] [details] (the “Lion Bridging Party”).

RECITALS

(A) The Company was incorporated on [—] under the laws of Luxembourg as a société anonyme (public limited liability company) specifically for the purpose of the acquisition of 100% of the Russian Alcohol group pursuant to the SPA.

(B) Since its incorporation, the Company has not traded or undertaken any business activities of any sort and no Shareholder nor Board resolutions of the Company have been passed save as required pursuant to the Transaction Documents.

(C) The Initial Lion Party and the Lion Bridging Party will, immediately prior to completion of the Sale and Purchase Agreement, have subscribed for A Redeemable Shares and CPECs in the Company and these will comprise the only issued or agreed to be issued securities of the Company.

(D) At Closing, the Lion Bridging Party will sell to the Initial Seller Parties and the Initial Seller Parties will so purchase from the Lion Bridging Party the Initial Seller Party Securities then held by the Lion Bridging Party for the price paid for such securities by the Lion Bridging Party.

(E) The Initial Lion Party, the Initial Seller Parties 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:

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“A Redeemable Shares”	means the A Redeemable Shares with a nominal value of US$[•] each in the capital of the Company;
“Advisory Agreements”	means (i) the Monitoring and Oversight Agreement and (ii) the Corporate Finance Advisory Agreement, each to be entered into on or prior to Closing between a Group Company and a Lion Party (or any one or more of its designated Affiliates or any one or more of the Affiliates of any shareholder in a Lion Party), as each may be amended from time to time;
“Affiliate”	means, 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 the same Control as such first person, and “Affiliated” shall have a meaning correlative to the foregoing;
“Articles”	means the articles of association of the Company, as the same may be amended or replaced by any successor articles of association from time to time;
“Auditors”	means the external, independent auditors from time to time of the Company;
“Board”	means the board of Directors of the Company as constituted from time to time;
“Business Day”	means a day (other than a Saturday, a Sunday or a public holiday) on which banks in London, New York, Luxembourg, Cyprus and Moscow are normally open for the conduct of general banking business;
“Competing Business”	has the meaning given to it in the SPA;
“Closing”	has the meaning given to it in the SPA;
“Confidential Information”	means all and any information (written, oral or electronic) (a) concerning the business, finances, assets or affairs of the Group; (b) relating to the Group’s processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities and customers, or in relation to any third party for which any member of the Group is responsible or in respect of which any member of the Group has an obligation not to disclose; (c) relating to any Shareholder or Permitted Transferee or any shareholder in any such person or any of their respective Affiliates; and (d) relating to the contents of this Agreement or any other Transaction Document (or any agreement or arrangement entered into pursuant to or any transaction contemplated by this Agreement or any other Transaction Document);

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“Consideration”	has the meaning given in Clause 2.1 of this Agreement;
“Control”	means with respect to a person (other than an individual) (a) ownership of more than 50% of the voting securities of such person, (b) the right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) of such person or (c) the right to manage, or direct the management of, on a discretionary basis the business, affairs and/or assets of such person, and for the avoidance of doubt, a general partner is deemed to Control a limited partnership (and the terms “Controlling” and “Controlled” shall have meanings correlative to all of the foregoing);
“CPEC Instrument”	means the instrument to be entered into by the Company constituting the CPECs substantially in the form attached hereto as Schedule 1;
“CPECs”	means (i) the convertible preferred equity certificates of the Company with a nominal value of US$ [•] each, constituted by the CPEC Instrument; and (ii) any new convertible preferred equity certificates of the Company issued from time to time on the same, or substantially the same terms as those issued pursuant to the CPEC Instrument;
“Corporate Finance Advisory Agreement”	[•];
“Deed of Adherence”	means a deed of adherence to this Agreement in the same or substantially similar form to the agreed form attached as Schedule 2;
“Encumbrance”	means any mortgage, charge, pledge, lien, option, restriction, third party right or interest, other interest or security interest of any kind;
“Exit”	means a Sale or an IPO;
“Finance Documents”	(a)     [a senior term and multicurrency revolving credit facilities agreement of up to US$ [•] million made between, inter alios, the Borrower (as defined therein) [•] and [•] as mandated lead arrangers and [•] and [•] as underwriters and various lenders listed therein; and (b)     a mezzanine facility agreement of up to US$ [•] million made between, inter alios, the Borrowers (as defined therein) [•] as mandated lead arranger and [•] as underwriter and various lenders listed therein;]
“Financial Year”	means a twelve month financial period of the Company ending on 31 December, or such other date as may be adopted by a resolution of the Shareholders at a general meeting of Shareholders to be the end of the financial year of the Company;

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“Group”	means the Company and its Subsidiaries from time to time and any Holding Company of the Company which is incorporated for the purposes of planning for an Exit and in which the share capital structure of the Company is replicated in all material respects (and for so long as such Holding Company is a Holding Company of the Company, any Subsidiary of such Holding Company 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;
“Holding Company”	has the meaning given in the definition of “Subsidiary”;
“Individual”	means a natural person;
“Initial Seller Party Securities”	means the [500,000 A Redeemable Shares] and [49,500,000 CPECs] in the Company to be transferred from the Lion Bridging Party to the Initial Seller Parties;
“IPO”	means an initial Public Offering;
“LIBOR”	means, in relation to any amount, the applicable screen rate as at 11.00 a.m. on the relevant calculation date for the offering of deposits of that amount in US dollars for a three-month period and the “screen rate” means The British Bankers’ Association Interest Settlement Rate for US dollars for the period displayed on the appropriate page of the Telerate Screen;
“Lion Capital Funds”	Lion Capital Fund I and Lion Capital Fund II and their respective parallel partnerships;
“Lion Capital Management Entity”	Lion Capital LLP, Lion Capital General Partner LLP, Lion Capital General Partner II LLP, Lion Capital Carry LP, Lion Capital Carry II LP and Lion/Latimer GP II (Guernsey) Limited;
“Lion Parties”	means the Initial Lion Party and, upon completion of any Transfer of Shares and CPECs by the Initial Lion Party or a Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee, and “a Lion Party” means any of the foregoing;
“Listed Shares”	means the (class of) shares to be listed in an IPO or any other Public Offering;

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“Director”	means any director of the Company from time to time;
“Monitoring & Oversight Agreement”	[l];
“New Acquisition”	means: (i)      the acquisition of any business or assets by the Company or any Group Company, the entering into of any strategic joint venture (however established) and/or the entering into of any strategic long term relationship, in each case in the area of alcoholic beverages; or (ii)     the acquisition of any business or assets (in any sector) by the Company or any Group Company for a total consideration below US$ 50 million;
“Parties”	means the parties to this Agreement from time to time including successors in title and Permitted Transferees, provided that any such person first executes a Deed of Adherence;
“Permitted Transferee”	means: (i)      in respect of a Seller Party, any other Seller Party, any wholly-owned Subsidiary of that Seller Party or of any person who Controls that Seller Party or is under common Control with that Seller Party, other than, in each case, any such person which is, or which is in any way connected with, a Competing Business; and (ii)     in respect of a Lion Party: (A)    any Lion Capital Management Entity; or (B)    any person directly or indirectly Controlled by or Controlling any Lion Capital Management Entity;
“Prohibited Person”	means:
	(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;
	(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;

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	(iii)   any other person whom the Lion Parties (acting reasonably) consider would create a material reputational risk for the Goldman Sachs Group, Inc. group of companies, or any of its Affiliates; or (iv)    any person who is unable to comply with reasonable know your client anti-money laundering requirements imposed upon any of the Lion Parties or any of their Affiliates under applicable law;
“Public Offering”	means any sale of shares of any member of the Group to the public in an offering under the laws, rules and regulations of any jurisdiction, pursuant to which the sold shares will be admitted to trading on a stock exchange;
“Purchase Price”	means the aggregate amount paid by the Initial Seller Parties to the Lion Bridging Party for the Initial Seller Party Securities acquired pursuant to Clause 2;
“Put Option”	has the meaning given to that term in Clause 6;
“Reporting Group”	means [•] and its Subsidiaries;
“Sale”	means the sale of all or substantially all of (i) the issued equity share capital of the Company (including all Shares held by the Shareholders), or (ii), directly or indirectly, the business or assets of the Group, in each case to a single buyer or to one or more buyers as part of a single transaction or a series of related transactions;
“Securities Act”	means the U.S. Securities Act of 1933;
“Seller Director”	has the meaning given in Clause 9.2;
“Seller Parties”	means each Initial Seller Party and, upon completion of any Transfer of Shares and CPECs by any Initial Seller Party or by any Permitted Transferee thereof to a Permitted Transferee thereof in accordance with the terms of this Agreement, such Permitted Transferee, and “a Seller Party” means any of the foregoing;
“Seller Parties’ Representative”	means a person appointed under or in accordance with Clause 28;
“Share/CPEC Ratio”	shall mean the ratio of Shares to CPECs to be held by a Shareholder and shall be a ratio of [1 Share: 99 CPECs];

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“Shareholders”	means, collectively, the Lion Parties, the Seller Parties and each other person to which Shares and CPECs 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”	means the A Redeemable 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;
“SPA”	means the Share Purchase Agreement dated [ ] 2008 entered into by and between Cirey Holdings, Inc. as the seller and Pasalba Limited as the purchaser;
“Subsidiary”	means, in relation to any person (a “Holding Company”), any other person directly or indirectly controlled by that Holding Company;
“Transaction Documents”	means the SPA, this Agreement, and the Advisory Agreements, and “Transaction Document” means any of them; and
“Transfer”	has the meaning given in Clause 5.1.

1.2 In this Agreement, save where the context otherwise requires:

1.2.1  references to a “person” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or any two or more of the foregoing;

1.2.2  references to an individual or individuals shall include his or their respective personal representatives;

1.2.3  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;

1.2.4  references to a Clause, Schedule or Appendix are to a Clause, Schedule or Appendix of this Agreement, and, unless otherwise specified, references to sub-clauses are to sub-clauses of the Clause in which such reference appears, and references to this Agreement include the Schedules and Appendices;

1.2.5  the headings in this Agreement are used for convenience only and do not affect its construction or interpretation;

1.2.6  references to a statute or a statutory provision include references to such statute or statutory provision as amended or re-enacted, whether before or after the date of this Agreement, and include all subordinate legislation made under the relevant statute, whether before or after the date of this Agreement, save where that amendment, or re-enactment or subordinate legislation would extend or increase the liability of any Party under this Agreement;

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1.2.7  a reference to a document is a reference to that document as amended;

1.2.8  the singular includes the plural and vice versa and any gender includes any other gender;

1.2.9  a reference to a specific Transaction Document is a reference to that document as amended, varied, novated, supplemented or replaced from time to time (other than in breach of the provisions of this Agreement); and

1.2.10  references to “$” or “US$” are references to the lawful currency of the time being of the United States of America.

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.

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 A procuring obligation, where used in the context of the Shareholders (or any one or more of them) means that the Shareholder undertakes to exercise any and all powers and rights vested in him from time to time in its 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.

1.6 Unless otherwise specified in this Agreement, any consent or approval to be given by or to, or any determination or election to be made by, or any discretion or other right to be exercised by, the Lion Parties shall be given by or to, or made by, or exercised by, the Initial Lion Party (or such other person as all of the Lion Parties from time to time may nominate), and any such consent, approval, determination or discretion shall be deemed to be given by or to, or made by, or exercised by, such person on behalf of all the other Lion Parties.

1.7 Unless otherwise specified in this Agreement and subject to Clause 28.3, any consent or approval to be given by or to, or any determination or election to be made by, or any discretion or other right to be exercised by, the Seller Parties’ shall be given by or to, or made by, or exercised by the Seller Parties’ Representative (or such other person as all of the Seller Parties from time to time may nominate), and any such consent, approval, determination or discretion shall be deemed to be given by or to, or made by, or exercised by, such person on behalf of all the other Seller Parties.

2 SALE AND PURCHASE OF SECURITIES

2.1 Conditional upon Closing, the Initial Seller Parties shall purchase from the Lion Bridging Party, against payment of cleared funds tendered to an account specified by the Lion Bridging Party, the Initial Seller Party Securities at Closing for an aggregate amount of US$50 million (the “Consideration”), allocated between the A Redeemable Shares and CPECs as set forth in Schedule 4 hereto, the Consideration being equal to the amount the Lion Bridging Party subscribed for the securities being so transferred, upon the terms and conditions of this Agreement and in accordance with the provisions of the Articles. The A Redeemable Shares and CPECs and the Consideration will be apportioned between the Initial Seller Parties in the

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proportions set out in Schedule 4, and each Initial Seller Party shall be liable under this Clause 2 only for its due proportion of the Consideration.

2.2 At Closing, the Lion Bridging Party shall deliver to the Initial Seller Parties details of the Initial Seller Party Securities subscribed by them including the amounts of each to be transferred pursuant to this Agreement together with evidence of the subscription price paid for such securities and a calculation of the amount to be paid by each Initial Seller Party to the Lion Bridging Party pursuant to Clause 2.1. The terms of the CPECs shall be substantially the same as provided in Schedule 1 and the terms of the A Redeemable Shares shall be as provided by the articles of association of the Company and by Luxembourg corporate law. The articles of association of the Company shall be substantially in the form attached hereto as Schedule 3.

2.3 Completion of the sale of the Initial Seller Party Securities pursuant to Clause 2.1 shall take place at Closing at such time and at such location as the Closing under the SPA.

2.4 At such completion, the Initial Seller Parties shall pay to the Lion Bridging Party in cleared funds to an account nominated for that purpose by the Lion Bridging Party the Consideration in the proportions set out against each Initial Seller Party’s name in Schedule 4, and, upon receipt of the Consideration, the Lion Bridging Party shall deliver to the Initial Seller Parties duly executed transfer forms of the Initial Seller Party Securities being transferred pursuant to Clause 2.1 and in the proportions set out in Schedule 4.

2.5 Immediately following performance of the matters described in Clause 2.4, the Company shall insert the names of the relevant Initial Seller Parties to whom the Initial Seller Party Securities have been transferred in the applicable register of the Company as the legal owner of the Initial Seller Party Securities so transferred and shall cause the appointment of the initial Seller Director to the Board, with such appointment to take effect immediately. Such steps shall be carried out on behalf of the Company by the person(s) or organ(s) legally entitled to proceed to such steps in accordance with the Luxembourg law on commercial companies dated 10 August 1915, as amended, and any legal or contractual applicable provisions, as the case may be.

2.6 The Company shall, as soon as is reasonably practicable following the performance of the matters described in Clause 2.4 above, and in any event within the time limits prescribed by statute, file all requisite forms and issue all requisite certificates in connection with such transfer.

2.7 Each Initial Seller Party consents to its name being entered in the Company’s register of shares and CPECs in respect of the Initial Seller Party Securities transferred to it and agrees that it will hold such Initial Seller Party Securities with the benefit of the rights and subject to the restrictions contained in the Company’s Articles and the CPEC Instrument from time to time.

2.8 Each of the Parties consents to all transfers of Shares and CPECs which are provided for in Clause 2 of this Agreement, and each of the Parties hereby waives, or agrees to procure the waiver of, all and any pre-emption rights or other rights it may have (whether under any agreement, arrangement, the Articles or otherwise) which might prevent or invalidate any such transfer pursuant to this Agreement.

3 ADVISORY AGREEMENTS

The Company shall comply and shall cause each member of the Group which is a party thereto to comply with its obligations under the Advisory Agreements. The Advisory

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Agreements will provide for the Company or another Group Company to pay to a Lion Capital Management Entity, or an Affiliate thereof, a transaction fee in relation to the acquisition of the Group and any subsequent acquisitions of 1% of the enterprise value (or equivalent) of the assets acquired, and to pay monitoring and oversight fees capped at 1.25% of budgeted EBITDA in relation to the relevant financial period (plus, in each case, its out-of-pocket costs and expenses and any applicable VAT).

4 NEW ISSUES

4.1 Except where Lion Capital Management Entities would lose Control of the Company as a result of such issue, the Company may issue, free from any pre-emption rights or similar rights enjoyed by any person, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into Shares of any class (“New Shares”) to any person (excluding a Prohibited Person):

4.1.1  in connection with a New Acquisition;

4.1.2  in order to permit any sellers under a New Acquisition or any of the management of the business that is the subject of a New Acquisition to invest in the Company as part of the New Acquisition; or

4.1.3  pursuant to any incentive scheme in which management, directors and/or employees of the Company or any of its Subsidiaries are entitled to participate; or

4.1.4  pursuant to the exercise of the conversion rights under any convertible debt securities issued by a Group Company; or

4.1.5  in connection with the discharge of the Company’s obligations under the Put Option as defined in Clause 6.1; or

4.1.6  in the event the Company or any Group Company suffers financial distress, such as, in the reasonable opinion of an internationally recognised investment bank or accounting firm, to be unable to be funded by resources then available to the Company or the Group Companies, but only after consultation with the Seller Parties’ Representative.

4.2 In the event of an issue of New Shares not falling within Clause 4.1.1 to 4.1.6 above, then the Company shall offer, for the same cash price per New Share, for subscription first to the Shareholders 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 Company (the “New Offer”).

4.3 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 Company may apply.

4.4 The New Offer shall remain open for the period (being not less than thirty (30) Business Days) specified in the notice. This period may be shorter if the Shareholders provide their consent to the shorter period of notice.

4.5 The 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

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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 he or it applied.

4.6 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 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 with the consent of the Lion Party.

4.7 The Shareholders shall do all acts and things in their capacity as Shareholders, including without limitation waiving any pre-emption rights which they may have, as are reasonably required or appropriate to ensure that the Company may issue New Shares in accordance with the above provisions.

4.8 Any person who subscribes for and is issued New Shares under this Clause 4 shall also simultaneously subscribe for and be issued with such number of CPECs in the Share/CPEC Proportion.

4.9 Issuance of shares by subsidiaries of the Company shall be governed by the provisions of this Clause 4, applied mutatis mutandis.

5 RESTRICTIONS ON DEALINGS WITH SECURITIES

5.1 Restrictions on Transfer

5.1.1  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 (other than as specifically set out in this Agreement) in respect of, or otherwise dispose of (collectively, “Transfer”) any of its Shares or the legal or beneficial interest therein, except as permitted under this Agreement.

5.1.2  The provisions of this Clause 5 shall apply mutatis mutandis to any Transfer of CPECs and no Transfer of Shares or CPECs may be completed unless such Transfer is comprised of Shares and CPECs in proportion to the transferring Shareholder’s then current holding of Shares and CPECs. A reference to a price per Share in this Clause 5 when it relates to CPECs, shall be deemed to be a price per corresponding CPEC.

5.1.3  Save as stated in Clauses 5.4.8 and 5.5.6, the provisions of this Clause 5 shall not apply to any Transfer of shares or other interests in a Shareholder or an Affiliate of a Shareholder.

5.2 Exceptions to Prohibition on Transfer

Any Shareholder may Transfer any of its Shares in the following circumstances:

5.2.1  in connection with an Exit carried out in accordance with Clause 7;

5.2.2  to Permitted Transferees in accordance with the provisions set out in Clause 5.3;

5.2.3  in accordance with the tag along rights set out in Clause 5.5 and the drag along rights set out in Clause 5.6;

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5.2.4  (in the case of a Seller Party only) in connection with the exercise of the Put Option;

5.2.5  (in the case of a Seller Party only) in accordance with the rights of first refusal set out in Clause 5.4;

5.2.6  in the case of a Lion Party, at any time on or after Closing, subject always to the provisions of Clauses 5.5 and 5.6;

5.2.7  pursuant to the terms of the [Seller Pledge] or the [Purchaser Pledge].

in each case other than to a Prohibited Person. In the event of any Transfer of Shares in accordance with this Clause 5.2, each of the Shareholders undertakes to take such actions and do such things as may be necessary to complete such Transfer in accordance with applicable Luxembourg legal requirements.

5.3 Permitted Transfers

5.3.1  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 transferring Shareholder 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) the transferring Shareholder gives prior written notice to the Company and to the other Shareholders of its intention to make such a Transfer; (ii) such Permitted Transferee shall have executed and delivered to the Company a Deed of Adherence, provided that, if such Transfer relates to part 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 (iii) the Transfer to such Permitted Transferee is not in violation of any securities laws applicable to such Transfer. The transferring Shareholder shall be jointly and severally liable with the Permitted Transferee for the Permitted Transferee’s obligations (and the obligations of any direct or indirect Permitted Transferee of that Permitted Transferee) under this Agreement.

5.3.2  To the extent that any Transfer of Shares contemplated or permitted in this Clause 5.3 requires the approval of the Shareholders pursuant to any law, or any provisions of the Articles or other constitutional documents, the Shareholders shall, forthwith upon request therefor, provide the necessary consent and shall sign or vote in favour of any Shareholder resolutions in connection therewith.

5.3.3  If, while a Permitted Transferee holds any Shares, a Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferring Shareholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Shareholder received such Shares (an “Unwinding Event”), then:

(a) the relevant initial transferring 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 transferring Shareholder and the relevant Permitted Transferee shall take all actions necessary to effect

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a Transfer of all the Shares held by the relevant Permitted Transferee either back to such Shareholder or, pursuant to this Clause 5.3.3, to another person that qualifies as a Permitted Transferee of such initial transferring Shareholder and, until such Transfer has occurred, such relevant Permitted Transferee shall refrain from voting or otherwise Transfer any of its Shares and all other rights with respect to its Shares shall be suspended.

5.3.4  A Seller Party shall only be entitled to Transfer all (but not some) of its Shares pursuant to this Clause 5.3.

5.4 Right of First Refusal

5.4.1  In the event that a Seller Party proposes to make a Transfer of any of its Shares (an “Offer”) other than a Transfer falling within Clauses 5.2.1 to 5.2.4, it shall, prior to effecting any such Transfer, provide prior written notice (an “Offer Notice”) to the Company and to the Lion Parties. For the purposes of this Clause 5.4, save where the context otherwise requires, the Lion Parties shall be deemed to be a single person and together are referred to as the “Lion Group”, and the provisions of Clause 1.6 shall apply accordingly. The Offer Notice shall set out:

(a) the number of Shares subject to the Offer (the “Offered Securities”);

(b) the price per Share at which such sale is proposed to be made (the “Offer Price”); and

(c) all other material terms and conditions of the Offer,

(collectively, the “Offer Terms”).

The Offer Notice shall be revocable at any time prior to acceptance by the Lion Group and, if it is revoked, the relevant Seller Party 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 Clause 5.4 shall cease to apply in relation to the revoked Offer Notice.

5.4.2  The Lion Group shall be entitled to purchase all (but not some) of the Offered Securities.

5.4.3  The receipt of an Offer Notice by the Lion Group shall constitute an offer by the relevant Seller Party to sell to the Lion Group, for cash, the Offered Securities on the Offer Terms (“Pre-emption Offer”). For a period of forty-five (45) days after receipt of the Offer Notice, the Lion Group shall have the right, but not the obligation, to accept the Pre-emption Offer in relation to all (but not some) of the Offered Securities by giving a written notice of acceptance (which shall be deemed irrevocable) (an “Acceptance Notice”) to the relevant Seller Party.

5.4.4  Failure by the Lion Group to deliver an Acceptance Notice before the expiration of the forty-five (45) day period shall be deemed a rejection of the Pre-emption Offer by the Lion Group. The tender by the Lion Group of an Acceptance Notice to the relevant Seller Party shall constitute agreement by the Lion Group to purchase, and by the relevant Seller Party to sell to the Lion Group, the Offered Securities on the Offer Terms.

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5.4.5  If the Offer Notice is accepted within the forty-five (45) day period prescribed by Clause 5.4.3, the Lion Group shall purchase and pay the Offer Price in cash for such Offered Securities within a further thirty (30) day period of its 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 five (5) 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 (30) day period from delivery of the Acceptance Notice.

5.4.6  The allocation of the Offered Securities among the Lion Parties shall be on such basis as the Lion Group may determine, and the Lion Group shall notify the relevant Seller Party of the allocation among the Lion Parties at least two (2) Business Days prior to the date on which the Offered Securities are to be purchased pursuant to Clause 5.4.5.

5.4.7  If the Pre-emption Offer is not accepted within the forty-five (45) -day period prescribed by Clause 5.4.3, the relevant Seller Party shall have the right for a period of sixty (60) days following the date of the expiry of the forty-five (45) day period mentioned in Clause 5.4.3 to sell the Offered Securities to which such Offer Notice relates to any third party other than a Prohibited Person (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 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 five (5) 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 sixty (60) days following the date of expiry of the Offer Notice. If any Offered Securities are not sold pursuant to the provisions of this Clause 5.4.7 prior to the expiration of the time period prescribed by this Clause 5.4.7, such Offered Securities shall become subject once again to the provisions and restrictions of this Agreement.

5.4.8  If the investors in the relevant Seller Party Transfer Control of the relevant Seller Party to a third party, the relevant Seller Party shall be deemed to have proposed to Transfer all of its Shares and CPECs for the purposes of this Clause 5.4. For the purposes of this Clause 5.4.8, the Offer Price for all of the Shares and CPECs held by the relevant Seller Party shall be deemed to be the lowest “look through” price paid by the new Controlling person of the relevant Seller Party for its interests in the relevant Seller Party on the assumption that the relevant Seller Party has no assets other than Shares and CPECs and no liabilities.

5.5 Tag-Along Rights

5.5.1  If any of the Lion Parties (the “Tag-Along Seller”) proposes to make a Transfer of any Shares to any person or persons (other than any person who would be a Permitted Transferee of such Lion Party), (the “Tag-Along Purchaser”) by way of a sale (a “Tag-Along Sale”) which Shares:

(a) carry; or

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(b) together in the aggregate with any Shares previously Transferred by the Lion Parties to any person or persons (other than any person who would be a Permitted Transferee of any Lion Party), carry

10% or more of the voting rights in the Company (and for the avoidance of doubt, the Tag-Along Right shall be triggered at the first sale which shall cause the 10% threshold to be crossed and shall be a continuing right in relation to any subsequent sale), the Seller Parties shall have the opportunity (“Tag-Along Right”) to sell (subject to Clause 5.5.5) to the Tag-Along Purchaser a number of Shares (the “Tag-Along Securities”) determined as follows. The number of Shares which the Seller Parties

shall be entitled to sell pursuant to its Tag-Along Right shall be:

(A/B)×C

where:

A = the aggregate of the number of Shares being proposed to be sold by the Lion Parties to the Tag-Along Purchaser and, in the case only of the first sale which shall cause the 10% threshold to be crossed, any Shares Transferred by any of the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the twelve-month period ending on the date of such proposed sale;

B = the aggregate number of Shares held by the Lion Parties at the time of such proposed sale (including the Shares proposed to be sold pursuant to such sale) plus, in the case only of the first sale which shall cause the 10% threshold to be crossed, the aggregate number of Shares Transferred by any of the Lion Parties to the same Tag-Along Purchaser or any of its Affiliates in the twelve-month period ending on the date of such proposed sale; and

C = the aggregate number of Shares held by the Seller Parties at the time of such proposed sale;

it being specified, however, that in the event the Tag-Along Purchaser acquires Control of the Company, the Seller Parties shall have the right to sell to the Tag-Along Purchaser the entire stake of the Seller Parties in the Company or put their Shares to the Company in accordance with the provisions of Clause 6 mutatis mutandis (a “Tag-Along Control Sale”).

5.5.2  Not less than twenty (20) days prior to any proposed Tag-Along Sale pursuant to this Clause 5.5, the Tag-Along Seller shall deliver to the Seller Parties written notice (a “Tag-Along Notice”) thereof, which notice shall set out:

(a) the total number of Shares proposed to be sold to the Tag-Along Purchaser and the number of Tag-Along Securities which each Seller Party is entitled to sell pursuant to the Tag-Along Right;

(b) the type and amount of consideration to be paid by the Tag-Along Purchaser for each Share; and

(c) all other material terms and conditions, if any, of such proposed transaction.

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The Seller Parties who (if any) elect (in such event, collectively a “Participating Shareholder”) to exercise their Tag-Along Right and sell some or all of the Tag-Along Securities pursuant to this Clause 5.5, then the Participating Shareholder shall so notify the Tag-Along Seller by notice in writing within ten (10) days after the date of the Tag-Along Notice and, at the Tag-Along Seller’s request, not less than two (2) 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.

5.5.3  If the Tag-Along Sale shall not have been completed within sixty (60) days after the date of the Tag-Along Notice (subject to Clause 5.5.5), 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.

5.5.4  If a Participating Shareholder properly exercises its Tag-Along Right:

(a) the sale of its Tag-Along Securities shall occur concurrently with the sale by the Tag-Along Seller of its Shares;

(b) such Participating Shareholder shall receive for its Tag-Along Securities the same consideration per Share and CPEC that the Tag-Along Seller receives for its Shares and CPECs from the Tag-Along Purchaser as set out in the Tag-Along Notice, unless such Tag-Along Sale is a Tag-Along Control Sale in which case the Participating Shareholder shall receive a price per Share and CPEC equal to the weighted average of (i) the sale price per Share and CPEC in relation to the Tag-Along Control Sale, and (ii) the sale price per Share and CPEC in relation to any other previous sales of Shares and CPECs by the Lion Parties to that Tag-Along Purchaser in respect of which the Seller Parties were either (i) not entitled to exercise a Tag-Along Right, or (ii) entitled to exercise a Tag-Along Right but did not exercise such right; and

(c) 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, provided, however, that the liability of the Participating Shareholder shall be limited to the amount (if any) of any consideration due to that Participating Shareholder that:

(i) is retained by the Tag-Along Purchaser under any retention arrangements as security for the obligations of the Tag-Along Seller;

(ii) is held in any escrow account or similar arrangement;

(iii) represents the principal amount (plus any interest accrued thereon) of any debt owed by the Tag-Along Purchaser (or any of its Affiliates) or by any member of the Group to the Participating Shareholder which debt arises in relation to the sale of the Tag-Along Securities; and/or

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(iv) otherwise is retained by the Tag-Along Purchaser under any arrangements pursuant to which the Tag-Along Purchaser acquires security of any kind in relation to the obligations of the Tag-Along Seller in relation to the sale of the Tag-Along Securities,

in each case in relation to the sale of the Tag-Along Securities.

5.5.5  If the Tag-Along Sale is subject to any prior regulatory approval, the sixty-(60) day period during which the Tag-Along Sale may be completed as set out in Clause 5.5.2 shall be extended until the expiration of five (5) Business Days after all such approvals shall have been received.

5.5.6  Except for equity syndication during a six-month period after Closing, the provisions of Clause 5.5 shall apply on a “look through” basis mutatis mutandis to the Transfer of any rights in any Lion Party or in any person which Controls a Lion Party by the Lion Capital Funds to any person or persons (other than any person who would be a Permitted Transferee of any Lion Party) as if the relevant Lion Party proposed to Transfer a number of Shares equal to the proportionate interest in the Company which that Transfer represents on a “look through” basis (taking into account any assets or liabilities of such person).

5.6 Drag-Along Rights

5.6.1  If the Lion Parties jointly or severally propose, at any time, (directly or indirectly) to make a Transfer of Shares to any person or persons (other than any person who would be a Permitted Transferee of any Lion Party) (the “Purchaser”), whether for a cash consideration or otherwise, where such Transfer (a “Drag-Along Sale”) would result in the Purchaser acquiring Control of the Company or in the Lion Parties losing Control of the Company, 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 Clause 5.6 of all (but not some) of their Shares (the “Drag-Along Securities”). In addition to the above, if the Lion Parties jointly or severally propose, at any time, (directly or indirectly) to make a Transfer of Shares to any person or persons (other than any person who would be a Permitted Transferee of any Lion Party) in connection with a New Acquisition where such Transfer would give rise to a Tag-Along Right pursuant to Clause 5.5 then Lion Parties may, at their option, require each of the other Shareholders to make a Transfer pursuant to the provisions of this Clause 5.6 of such number of Shares as determined in accordance with the provisions of Clause 5.5.1.

5.6.2  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 Clause 5.6.1 not later than the tenth day prior to the proposed Drag-Along Sale, which notice shall set out:

(a) the type and amount of consideration to be paid by the Purchaser for each Share and CPEC;

(b) the person who has expressed an interest in acquiring the Shares;

(c) if applicable, the number of the Drag-Along Securities that each such Drag-Along Shareholder may be required to Transfer (as determined pursuant to Clause 5.5.1); and

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(d) all other material terms and conditions, if any, of such transaction.

5.6.3  If, within sixty (60) days after the date of the Drag-Along Notice (unless such period is extended pursuant to Clause 5.6.6), 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 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, provided, however, that:

(a) the provisions of Clause 5.5.4(c) shall apply to the Drag-Along Sale mutatis mutandis;

(b) the Drag-Along Sellers shall be entitled to require the Purchaser or, to the fullest extent permitted by law, the Company to pay all costs of the Drag-Along Sale and, failing that, each Drag-Along Shareholder will be responsible for its proportionate share of the costs of the Drag-Along Sale but only to the extent not so paid or reimbursed by the Company, the Transferee or another person (other than the Drag-Along Sellers). For these purposes, the costs of the Drag-Along Sale shall include the costs of the Drag-Along Shareholders necessarily incurred in relation to the Drag-Along Sale but no other costs;

(c) the Lion Parties shall procure that, if the consideration paid by the Purchaser (the “Non-Cash Consideration”) is not: (i) cash payable in immediately available funds; (ii) listed equity securities, provided that if such securities cannot be freely resold to the public, equity securities subject to a registration rights agreement; (iii) investment grade debt instruments for which there is a public market; or (iv) a combination of the foregoing, the Drag-Along Shareholders receive a commitment from the Purchaser at the time of the Drag-Along Sale that, on or prior to the date falling thirty-six (36) months after completion of the sale of the Drag-Along Securities to the Purchaser, a liquidity event such as an IPO or the maturity for the loan notes shall occur such that the Drag-Along Shareholders shall have the opportunity to realise the Non-Cash Consideration in cash or cash equivalent as listed in (ii), (iii) and (iv) on such date.

5.6.4  Within five (5) 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 Clause 5.6.4 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.

5.6.5  If no Transfer in accordance with the provisions of this Clause 5.6 shall have been completed within sixty (60) days after the date of the Drag-Along Notice (unless such period is extended pursuant to Clause 5.6.6), the Drag-Along Sellers shall return to the Drag-Along Shareholders all documents (if any) previously delivered to the Drag-Along Sellers in connection with the contemplated Drag-Along Sale,

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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.

5.6.6  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.

5.7 Effect of Void Transfers

In the event of any purported Transfer of Shares in violation of the provisions of this Agreement and/or any purported Transfer to a Prohibited Person, 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.

6 PUT OPTION

6.1 Subject to the requirements of law, the Company grants to the Seller Parties the right for the Seller Parties to require that the Company purchase or redeem for cash from the Seller Parties all of the Shares and CPECs held by the Seller Parties (the “Put Option”).

6.2 The Put Option shall only be exercisable by the Seller Parties in the event that any member of the Group enters into an agreement for: (i) the Transfer of the trademarks “Green Mark” and/or “Zhuravli” to a third party, but only if such trademarks contribute (at the closing of any such disposal) (i) individually to more than 35% of GCAM (as defined in the SPA) of the Group or, (ii) if sold together, collectively to more than 45% of GCAM of the Group, or (ii) a Change of Control of [Lion/Rally Lux 2 S.à r.l], [Lion/Rally Lux 3 S.à r.l] or [Lion/Rally Cyprus 1], (each a “Put Option Disposal”), and (in those circumstances only) shall be exercisable as follows.

6.3 The Company shall notify the Seller Parties in writing as soon as reasonably practicable after the entry into by any member of the Group of an agreement for a Put Option Disposal. Within 10 Business Days after the date of such notice, the Seller Parties shall notify the Company and the Lion Parties in writing if they intend to exercise the Put Option (a “Put Option Intention Notice”).

6.4 The price of the Shares and CPECs to be purchased or redeemed by the Company on completion of the Put Option shall be fair market value (based on a normalised level of working capital) of those Shares and CPECs determined as follows. In the event that a Put Option Intention Notice is validly served by the Seller Parties, the Company shall instruct an investment bank or accounting firm of international repute to carry out such valuation as soon as reasonably practicable after the service of the Put Option Intention Notice.

6.5 If, following receipt of such valuation, the Seller Parties intend to proceed with completion of the Put Option, the Seller Parties shall serve notice in writing upon the Company and the Lion Parties within 10 Business Days after receipt of such valuation of their intention to do so (a “Put Option Exercise Notice”). In the event that a Put Option Exercise Notice is not validly served following service of a Put Option Intention Notice, the Put Option shall lapse.

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6.6 In the event that a Put Option Exercise Notice is validly served, the Company and the Seller Parties shall be obliged to complete the Put Option conditional upon, but only upon, completion of the Put Option Disposal.

6.7 The Company shall purchase or redeem all Shares and CPECs held by the Seller Parties (the “Put Option Securities”).

6.8 Completion of the purchase or redemption by the Company of the Put Option Securities will occur within twenty (20) Business Days of the later of (i) service of a Put Option Exercise Notice and (ii) completion of the Put Option Disposal and on such completion of the Put Option Disposal:

6.8.1  the Seller Parties shall deliver to the Company duly executed transfers in favour of the Company in respect of the Shares and CPECs subject to the Put Option, together with share certificate(s), if any, evidencing title to such Put Option Securities; and

6.8.2  against delivery in accordance with Clause 6.8.1, the Company shall pay to the Seller Parties, in immediately available funds on the date of completion, the sum equal to the fair market value of the Put Option Securities (as determined in accordance with Clause 6.3 above).

6.9 The Company and the Shareholders shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the Seller Parties as it may reasonably require to give effect to the transfer of the Put Option Securities pursuant to this clause.

6.10  The fees of any investment bank or accounting firm appointed under this Clause 6 shall be shared 50% by the Company and 50% by the Seller Parties who are exercising their Put Options, save in the event that a Put Option Exercise Notice is validly served by the Seller Parties but the Put Option Disposal does not complete, in which event such fees shall be payable by the Company. Under this Clause 6.10, any fees payable by the Company may be paid either by the Company or by one or more of its subsidiaries, as the Company shall direct.

7 COMPLETION OF TRANSFERS

7.1 General

In connection with the completion of any Transfer of Shares and CPECs under this Agreement, the transferee shall deliver to the Company and the Shareholders notice of such Transfer, including a fully executed copy of all documentation and agreements relating to the Transfer and any agreements or other documents required by this Agreement, including (unless an existing Party to this Agreement) a duly executed Deed of Adherence.

7.2 Encumbrances

Where this Clause 7 applies to the Transfer of any Share and CPEC, each shall be transferred with full title guarantee and otherwise free of Encumbrances and with all rights attaching thereto (other than any restrictions on Transfer arising under this Agreement and under the SPA).

7.3 Power of Attorney

7.3.1  Each of the Shareholders hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under this Agreement) appoints any

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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 Shareholder (if not satisfied) under Clause 5.3 to Clause 5.6 to the extent, but only to the extent, that the Shareholder is in default of its obligations under either such Clause.

7.3.2  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 7.3.1 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.

7.3.3  If a Transfer of Shares and CPECs is executed on behalf of a Shareholder under the power of attorney set out in Clause 7.3.1:

(a) the purchase money for that Shareholder shall be placed in trust with an internationally reputable bank providing that such funds shall be released to such Shareholder unconditionally at its demand and the receipt of the bank for the purchase money shall be a good discharge for the purchaser;

(b) the Company shall cause the purchaser to be registered as a holder of the relevant Shares and CPECs; and

(c) once registration has taken place in purported exercise of the power of attorney set out in Clause 7.3.1, 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.

7.3.4  Each Seller Party undertakes, upon the request of the Company, to disclose to the Company the identity of its shareholders and to its knowledge their ultimate beneficial owners.

8 EXIT

8.1 Sale

The Lion Parties shall have the sole right to approve a Sale. Subject to the prior approval of a Sale in accordance with the foregoing sentence:

8.1.1  each Shareholder shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Board and on any committee thereof (as appropriate) to take, any and all action within its power as may be necessary, appropriate or desirable to effect and to cause the Company and each other member of the Group (as appropriate) to take such action as may be necessary, appropriate or desirable to effect such Sale; and

8.1.2  the Company shall take any and all action as may be necessary, appropriate or desirable to effect and shall cause each other member of the Group (as appropriate) to take such action as may be necessary, appropriate or desirable to effect such Sale.

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8.2 Public Offering

8.2.1  Determination to undertake a Public Offering (including an IPO):

While the Company remains in private ownership, it shall conduct an IPO if requested by the Lion Parties.

8.2.2  Pro rata sale on an IPO

Shares shall be sold by the Shareholders pursuant to an IPO pro rata to their holdings of such Shares.

8.2.3  IPO Structural Considerations

At any time prior to an IPO or following an IPO, upon the approval of the Board, the Company may take, and may cause any member of the Group to take, any actions necessary, appropriate or desirable:

(a) to liquidate, dissolve or wind up;

(b) to merge or de-merge; and/or

(c) to reorganise, recapitalise or otherwise restructure the Company or any other member of the Group,

(each, a “Reorganisation Transaction”)

in each case, so as to optimise the corporate structure as is appropriate in light of tax, legal or other professional advice received by the Lion Parties and/or the Group for the account of all Shareholders, provided, that the Company shall not be obliged to take account of the interests of any Seller Party which is not a BVI entity in relation to such corporate structure. In connection with any Reorganisation Transaction, the Shareholders (or any of them) may receive shares or other securities of any class issued by any member of the Group (including Listed Shares), by way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Shares and CPECs (collectively, “Replacement Securities”), as the case may be. For the avoidance of doubt, the term “Shares and CPECs”, whenever used in this Agreement (unless the context otherwise requires), shall be deemed to include any such Replacement Securities when issued. The number of Replacement Securities held by any Shareholder as the result of any Reorganisation Transaction will, to the extent such Replacement Securities have not been sold or otherwise disposed of by such Shareholder in any Public Offering or otherwise after such Reorganisation Transaction in accordance with this Agreement, reflect the amount of the investment prior to such Reorganisation Transaction of such Shareholder in any Shares and CPECs that are exchanged as part of such Reorganisation Transaction.

8.2.4   Indirect Holding Considerations

In the event that, following an IPO, the Company continues to exist as a direct or indirect parent of the issuer in that IPO, with the result that the Shareholders (or any of them) hold Listed Shares indirectly through the Company, then, in order to permit the sale by such Shareholders of Listed Shares and receipt of the proceeds therefrom as and when permitted by this Clause 7.2, the Company shall take, and shall cause each other member of the Group that directly or indirectly holds any shares of the

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same class as the Listed Shares to take, any actions necessary, appropriate or desirable to:

(a) sell, or cause the sale of, Listed Shares in an amount which corresponds to the number of Listed Shares such Shareholder could have sold in accordance with the relevant provisions of this Clause 7.2 had such Shareholder directly held Listed Shares; and

(b) distribute to such Shareholder, or cause the distribution to such Shareholder of, the cash proceeds received from the sale of such Listed Shares in a reasonably prompt and reasonably tax efficient manner.

8.2.5   Execution of Underwriting Agreement and Lock-up Agreement by Shareholders

In the event of an IPO or any other Public Offering that is underwritten (whether such offering includes a primary offering, secondary offering or combination), each Shareholder agrees to execute an underwriting agreement and any reasonable lock-up agreement with the managing underwriters of such offering in the form approved by the Board. The Parties acknowledge and agree that, in connection with any such lock-up agreement, the same terms and conditions (including, the duration of the lock-up period) shall apply to all Shareholders equally.

8.2.6  Incidental Registrations

(a) Right to Include Securities. If (x) the Company or any direct or indirect subsidiary of the Company at any time after the date hereof proposes to make a listing or public offering under the laws of any non-U.S. jurisdiction of a class of securities or to register securities of any such class of securities for sale under the Securities Act (other than a registration on Form S-4, F-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, or (y) the Lion Parties acting in accordance with Clause 8.2.1 cause the Company or any other direct or indirect subsidiary of the Company to make a listing or IPO of its shares, the issuer of such securities (the “Issuer”) will, at each such time, give prompt written notice to all Shareholders of the Company of its intention to do so and of the Shareholders’ rights under this Clause 8.2.6. Upon the written request of any such Shareholder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of securities intended to be disposed of by such Shareholder), the Issuer will use its reasonable endeavours to take such steps as are necessary or appropriate to make a listing, Public Offering and/or to effect the registration under the Securities Act or under the laws, rules and regulations of such non-U.S. jurisdiction (such actions collectively referred to as “registration” in this Clause 7.2.6) of all securities which it has been so requested to register by the Shareholders); provided that:

(i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date or approval date of the applicable offering document, the Issuer shall determine for any reason not to proceed with the proposed registration of the securities, if any, to be issued by it, the Issuer may, at its election, give written notice of such determination to each requesting

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Shareholder and, thereupon, shall be relieved of its obligation to register any securities in connection with such registration (but not from its obligation to pay the expenses in connection therewith);

(ii) if such registration involves an underwritten offering by the Issuer, all Shareholders requesting to be included in such registration as provided herein must sell their securities to or at the direction of the underwriters selected by the Issuer on the same terms and conditions as apply to the Issuer, except for such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings;

(iii) if a registration under the Securities Act requested pursuant to this Clause 8.2.6 involves an underwritten Public Offering, any Shareholder requesting to be included in such registration may elect, in writing two (2) Business Days prior to the first date on which any applicable regulatory authority grants approval or effectiveness to a preliminary or final applicable offering document not to register such securities in connection with such registration.

For purposes of this Clause 8.2.6, “securities” shall include the class of securities of the Issuer received by the Shareholders as a result of any liquidation, dissolution, winding up, termination or other transactions or sold on their behalf prior to any such liquidation, dissolution, winding up, termination or other transaction, in either case, as described in Clause 8.2.3.

(b) Expenses. The Issuer will pay all registration expenses in connection with each registration of securities requested pursuant to this Clause 7.2.6.

(c) Priority in Incidental Registrations. If a registration pursuant to this Clause 7.2.6 involves an underwritten offering and the managing underwriter advises the Issuer in writing that, in its opinion, the number of securities to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price or distribution of the securities offered in such offering or the timing of such offering, then the Issuer will include in such registration (i) first, 100% of such number of securities the Issuer proposes to sell on its own behalf and (ii) second, the number of securities which the Shareholders have requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all requesting Shareholders, such pro rata amount to be determined by multiplying (x) the aggregate number of securities that may be included in such registration without the adverse effect referred to above by (y) a fraction, the numerator of which is the number of securities requested by the Shareholder to be included in such registration and the denominator of which is the aggregate number of securities requested to be included in such registration.

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8.2.7  Block Trades

At any time after an initial listing or IPO by the Issuer of its equity securities and subject to any “lock-up” or similar arrangements entered into in relation to such listing and/or offering, if any Shareholder proposes to sell shares of the Issuer to the public or on a stock exchange and reasonably expects to receive net proceeds in excess of US$50,000,000 (or the equivalent thereof in the relevant other currency) (a “Block Trade”, and such shares to be sold, the “Block Trade Shares”), then such Shareholder (the “Initiating Seller”) shall give written notice of such intention to each other Shareholder, which may elect, within five (5) Business Days of the receipt of any such notice, to participate in such Block Trade (each such other Investor that so elects, a “Joining Seller”) and, in any event, with a view to avoiding a disorderly market, for a period of twenty (20) Business Days after receipt of such notice, no Shareholder shall sell any of its shares of the Issuer other than (x) as a Joining Seller in connection with such Block Trade or (y) pursuant to any pre-existing obligation to sell such shares. If there are no Joining Sellers, the Initiating Seller shall be entitled to sell all of the Block Trade Shares. If there is one or more Joining Seller, the Initiating Seller and each Joining Seller shall be entitled to sell its pro rata portion of the Block Trade Shares. For the foregoing purposes, the “pro rata” number of Block Trade Shares that may be sold by the Initiating Seller or any Joining Seller in connection with a Block Trade shall be determined by multiplying (x) the total number of Block Trade Shares to be sold in such Block Trade by (y) a fraction, the numerator of which is the number of shares of the Issuer then held by the Initiating Seller or such Joining Seller, as the case may be, and the denominator of which is the number of shares then held by the Initiating Seller and all Joining Sellers, provided that, if any Joining Seller wishes to sell less than its pro rata number pursuant to the foregoing then the excess not sold by such Joining Seller (representing the number of Block Trade Shares such Joining Seller was entitled to sell less the number of Block Trade Shares it elects to sell) shall be divided among the Initiating Seller and the remaining Joining Sellers pro rata, where pro rata is determined as set out above except such excess amount shall replace the amount in (x). The Initiating Seller and each Joining Seller shall agree to be responsible for its proportionate share (i.e., based on the actual number of Block Trade Shares sold by such Person divided by the total number of Block Trade Shares sold) of the costs in connection with the Block Trade. Each Joining Seller agrees to enter into such brokerage agreements or other arrangements as the Initiating Seller enters into with respect to such Block Trade.

9 DIRECTORS

9.1 The composition of the Board from time to time shall be as may be determined by the Lion Parties.

9.2 For so long as the Seller Parties collectively own not less than 5% of the total number of Shares issued and outstanding the Seller Parties collectively shall be entitled to appoint one Director (the “Seller Director”) and cause the removal and replacement of the Seller Director, provided that the Seller Director shall at all times be either [•] or [•] (the “Seller Approved Nominees”) unless the Lion Parties consent otherwise. Subject to the following sentence, at any time when the Seller Parties collectively own less than 5% of the total number of Shares issued and outstanding, the Seller Parties shall cause the Seller Director to resign. Notwithstanding the previous sentence, the Seller Parties collectively shall until the third anniversary of the date of this Agreement continue to be entitled to appoint the Seller Director in the event that they collectively hold less than 5% of the total number of Shares issued and outstanding if they would have collectively held not less than 5% of such Shares but for any issue(s) of Shares by the Company pursuant to Clause 4.1.

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9.3 A meeting of the Board shall be convened by a ten (10) Business Day written notice, unless all Directors agree in writing otherwise, and held at least once every three months.

9.4 All matters to be determined at meetings of the Board and any committees thereof shall be determined by a majority of votes cast.

9.5 Each Director of the Company shall be entitled to one vote at any Board meeting or any meeting of a committee of the Board and, in the case of an equality of votes, no person shall have a second or casting vote. A meeting of the Board shall only be quorate for so long as a majority of the Directors present at that meeting are non-UK tax resident.

9.6 The Company (or another member of the Group at the direction of the Company) shall reimburse and pay to each Director any reasonable travelling, hotel or other out-of-pocket expenses which the Director may incur in the performance of his duties (inclusive/exclusive of VAT if applicable) which shall be payable monthly in arrears.

9.7 The Company shall take out and maintain in force a policy of insurance covering such matters and on such terms and conditions as the Lion Parties shall agree for each Director to serve on the Board and on the board of directors or other similar governing body of any other member of the Group (each, a “Satellite Board”) for the duration of their appointment, on which each Director and each such individual shall be noted as a beneficiary.

9.8 Each Director shall be entitled to appoint any other Director to be his proxy in accordance with applicable provisions of Luxembourg law 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.

9.9 Each Director and any proxy appointed pursuant to Clause 9.8 shall be entitled to disclose to any Shareholder appointing him such information concerning the Company and its business as he thinks fit without violating any contractual, fiduciary or other obligation. The provisions of Clause 11 shall apply to any such information that is Confidential Information.

9.10 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:

9.10.1  to hear each of the other participating Directors addressing the meeting; and

9.10.2  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 registered office of the Company.

9.11  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.

9.12  In the event that it is proposed that the Company or any Group Company enter into any transaction, agreement or arrangement with a value during any twelve-month period of over US$ 1 million with any shareholder, director or officer of a Lion Party or any of their

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respective Affiliates (a “Related Party Transaction”) but excluding the Advisory Agreements referred to in Clause 3 hereof, and the underwriting and provision of financing for the obligations under the SPA under the Series B Notes then the relevant Lion Party shall procure that such Related Party Transaction is not entered into until it has provided details thereof to the Seller Parties and consulted with the Seller Parties as to the terms of such Related Party Transaction. If the Seller Parties, within ten (10) Business Days of being provided with such details notifies the relevant Lion Party in writing that the Seller Parties object to the terms of the Related Party Transaction (which notice shall include the reasons for the objection), the relevant Lion Party and the Seller Parties shall in good faith attempt to agree the terms upon which the Related Party Transaction shall proceed. If they are unable to agree on such terms within twenty (20) Business Days thereafter, the relevant Lion Party shall be entitled to appoint a partner of an internationally recognised accounting firm of good reputation or a reputable international investment bank (the “Accounting Partner”) to determine (acting as an expert and not as an arbitrator) whether or not such Related Party Transaction is being entered into on an arm’s-length basis. If, but only if, the Accounting Partner determines the Related Party Transaction is being entered into on an arm’s-length basis then the relevant Lion Party shall be entitled to procure that the Related Party Transaction be entered into. The costs of the Accounting Partner shall be borne by the Company. This Clause 9.12 shall not apply to the provision by a Lion Party or any of their Affiliates of short term debt financing, on arms’ length terms, to refinance existing indebtedness of the Group and/or to meet the short term working capital requirements of the Group

10 ACCESS TO INFORMATION AND ACCOUNTS

10.1 The Company shall provide (or procure that a member of the Group provides) to the Shareholders the following information with respect to the Group (or certain Subsidiaries thereof) as soon as reasonably practicable following the same becoming available:

10.1.1  quarterly management accounts, in the form and timing provided under the Finance Documents;

10.1.2  annual audited financial statements of the Group prepared in accordance with IFRS and as provided under the Finance Documents;

10.1.3  copies of written materials provided to the Board for any regular or special meetings of the Board or for purposes of obtaining written consent in lieu of a meeting; and

10.1.4  the annual budget and business plan as provided under the Finance Documents.

11 WARRANTIES

11.1  Each Party warrants to the other Parties as of the date of this Agreement and as at Closing that (i) it is properly incorporated under the relevant law of its jurisdiction and has full power and authority without requiring the consent of any other person, (ii) it has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this Agreement and all other documents to be executed by it at Closing in connection with this Agreement, and (iii) this Agreement and all other documents to be executed by it will, when executed, constitute lawful, valid and binding obligations of it in accordance with their respective terms.

11.2  The Parties warrant and commit that they shall vote their Shares to implement the conversion rights provided under any securities convertible into equity of the Company or any Group member.

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12 CONFIDENTIALITY AND CONTACT RESTRICTIONS

12.1   Subject to Clauses 12.2, 12.3, and 12.4 below, each Shareholder covenants with the Company that:

12.1.1  it shall use any Confidential Information acquired by it solely in accordance with its performance of this Agreement and in particular, but without prejudice to the generality of the foregoing, not make any commercial use thereof or use the same for the benefit of itself or of any third party other than pursuant to this Agreement;

12.1.2  it shall not disclose the Confidential Information to any person other than those of its employees, directors or advisers who reasonably need to know the Confidential Information for the purposes of the Agreement or the business (a “Recipient”) and shall procure that each Recipient is made aware of and complies with its obligations of confidentiality under this Agreement as if the Recipient was a Party to this Agreement,

and, without prejudice to the generality of the foregoing, each Seller Party covenants with the Company and the other Shareholders that it shall not disclose Confidential Information to any person (including, without limitation, any of its shareholders, employees, directors or advisers) who is in any way connected with (whether as an investor, owner, employee, director, officer, consultant or otherwise) a Competing Business.

12.2  The provisions of Clause 12.1 shall not apply to the disclosure of any Confidential Information by any Party:

12.2.1  in the course of consultations with the Auditors, other professional advisers, lenders and proposed lenders and with any other Shareholder;

12.2.2  for the purposes of facilitating an Exit, to any proposed purchaser, underwriter, sponsor or broker; and/or

12.2.3  in respect of any Shareholder to a third party in relation to a potential Transfer of its Shares or CPECs, provided that such third party is not in any way connected with (whether as investor, owner, employee, director, officer, consultant or otherwise) a Competing Business;

in each case so long as the disclosing Party (i) uses reasonable endeavours to procure (or in the case of a disclosure pursuant to Clause 12.2.3 the disclosing Party does in fact procure) that any such recipient enters into an appropriate legally-binding confidentiality undertaking (such confidentiality undertaking expressly stating that the Company shall be entitled to enforce it) and (ii) keeps the Board informed of any disclosures made pursuant to this Clause 12.2 and provides the Board with reasonable advance notice of the matters and information to be disclosed in order to provide the Board with an opportunity to voice its reasonable objections to any such disclosure.

12.3 The provisions of this Clause 12 shall not apply to the disclosure of any Confidential Information by any Party:

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

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12.3.2  which is required by law or regulation to be disclosed to any person who is authorised by law to receive the same;

12.3.3  which is required to be disclosed in accordance with the terms of the Group’s financing documentation;

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

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

12.3.6  to any third party in connection with negotiations for an Exit, where, prior to any such disclosure, such third party is bound to any member of the Group or the relevant Party (in a form reasonably satisfactory to the Lion Parties) by a confidentiality agreement to maintain confidentiality of such information;

12.3.7  to the other Parties to this Agreement; or

12.3.8  pursuant to the terms of this Agreement.

12.4 Notwithstanding the foregoing provisions, each Lion Party shall be entitled to make such disclosure to its partners, trustees, shareholders, unit holders and other participants in relation to the business affairs and financial position of the Company as it may in its reasonable discretion see fit.

12.5 In the case of disclosure pursuant to Clauses 12.3.2 to 12.3.8 such disclosing Party shall, save where giving notice to other Parties is prohibited by law, give as much notice to the Company of such disclosure as is practicable and shall take into account the reasonable requests of the Company in relation to the contents and terms of such disclosures.

13 DEEDS OF ADHERENCE

13.1  Subject to the provisions of Clause 13.2, no Transfer or allotment of any Shares and CPECs 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.

13.2  No Deed of Adherence need be executed:

13.2.1  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 and CPECs in question); or

13.2.2  if the Board obtains the consent of the Lion Parties to a waiver of the need for a Deed of Adherence.

13.3  Each Party acknowledges and agrees that, upon the transferee or allottee duly executing the Deed of Adherence, such person shall become a Party to this Agreement in accordance with the terms of the Deed of Adherence in the capacity stated in the Deed of Adherence in accordance with the provisions of Schedule 2.

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14 TERMINATION

14.1 Save as provided for in Clause 14.2 below, this Agreement shall terminate and be of no further force or effect upon the earlier of the following:

14.1.1  all of the Seller Parties ceasing to hold any Shares;

14.1.2  an IPO or a Sale;

14.1.3  the written agreement of the Parties;

14.1.4  the Company going into compulsory liquidation under applicable bankruptcy laws; or

14.1.5  the date falling 50 years after the date of this Agreement.

14.2 On termination of this Agreement, Clauses 12, 14 to 15 and 18 to 31 shall survive and continue in full force and effect but all other rights and obligations of the Shareholders shall cease immediately, provided that in the case of a termination as a result of an IPO the provisions of Clauses 8.2.3, 8.2.4, 8.2.6 and 8.2.7 shall survive. Termination does not affect the Shareholders’ accrued rights and obligations as at termination.

14.3 If any one Shareholder ceases to hold any Shares or CPECs in accordance with the terms of this Agreement, this Agreement (other than Clause 5.3.3) shall cease to apply to such Shareholder 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.

14.4 Termination of this Agreement shall not affect the terms of any agreement entered into between the Shareholders, or any successor of either of them holding Shares and CPECs which replaces this Agreement.

15 ANNOUNCEMENTS

15.1 Subject to Clause 15.2 no Party shall, save with the consent of the Lion Parties, make any public announcement or press release concerning or otherwise disclose or divulge any information concerning the Shareholders’ involvement with or interest in the Group nor regarding (without limitation) the existence, subject matter or any of the terms set out in this Agreement or any ancillary agreement, nor regarding any matter ancillary thereto.

15.2 This Clause 15 shall not apply to any announcement, public statement or circular required by law, regulation or a regulatory or governmental body to which the Company or any such Party is subject in which case the Party concerned shall make all reasonable attempts to agree the contents of such announcement or statement with the Lion Parties and the Company concerning the timing and content of such announcement before making the announcement or statement and shall give a copy thereof to the other Parties at the same time as, or as soon as reasonably practicable after, the making of such announcement or statement.

16 TAX AND VCOC

16.1 Certain Tax Matters

For the purposes of this Clause 16.1, “Code” means the United States Internal Revenue Code of 1986, as amended, and any statute successor thereto.

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16.1.1  Tax Elections. The Lion Parties shall have the sole authority to cause the Company and its direct and indirect subsidiaries to make, or to refrain from making, all tax (and accounting) elections for U.S. tax purposes, including without limitation, elections to “check the box” as to tax characterization of an entity for U.S. tax purposes, and elections under section 338 of the Code. The Lion Parties shall treat the Company as an association taxable as a corporation under the Code.

16.1.2  The Company, being an association taxable as a corporation under the Code, shall use its commercially reasonable efforts to maintain such information as shall be necessary to determine whether the Company or any of its Subsidiaries is a “passive foreign investment company,” a “controlled foreign corporation” or a corporation having a similar status under the Code, and, if the Company determines that it is in such a foregoing category, to furnish to any Shareholders as reasonable requested from time to time such information as shall be necessary to enable such Shareholder (or any of its owners) to comply with its tax reporting obligations in connection with its investment in the Company. Any costs incurred by the Company as a result of compliance with this clause 16.1.2 shall be borne by the Shareholder making such requests for such information, as determined by the Company in its sole discretion, and by any other Shareholders that may be resident for tax purposes in the US in proportion to their Shares owned (where the calculation shall not take into account any Shares owned by the Shareholders to which this clause 16.1.2 has no effect.)

16.1.3  The CPECs will be treated and accounted for US income tax purposes as equity (rather than debt), and US income tax filings by any Shareholder will be consistent with such treatment.

16.1.4  As the Company is an association taxable as a corporation under the Code, the Shareholders shall, if requested by the Lion Parties, cause an election under section 338(g) of the Code to be made to the extent permitted by law to treat the purchase of the business under the SPA or any other business (if such purchase is eligible for an election under section 338(g) of the Code) as a purchase of the target group’s assets in accordance with section 338 of the Code. The Tax Matters Person shall prepare an allocation of the Purchase Price in accordance with the rules under section 338 of the Code and the Treasury Regulations promulgated thereunder. The US Shareholders agree to use the agreed-upon allocations for purposes of all relevant US tax returns or filings, including any forms or reports required to be filed pursuant to section 338 of the Code, the Treasury Regulations promulgated thereunder or any provisions of US federal, state or local law (“338 Forms”), and to cooperate in the preparation of any 338 Forms and to file such 338 Forms in the manner required by applicable law.

16.1.5  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. Except as otherwise provided in the last sentence of Clause 16.1.3, each Shareholder hereby agrees to indemnify and hold harmless

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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.

16.2 Certain VCOC Matters

16.2.1  For so long as any Lion Party seeks to qualify as a VCOC Shareholder (as the term is defined in Clause 16.2.2 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 Initial Lion Party is a VCOC Shareholders.

16.2.2  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 CPECs (or other securities of the Company into which such Shares or CPECs may be converted or for which such Shares or CPECs 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;

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(c) copies of the information provided to each Shareholder under Clause 9; and

(d) the right to consult with appropriate 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 16.2 shall be borne by the Shareholder making such requests for such information.

16.2.3  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.

17 COMPLIANCE

17.1 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.

17.2 Without limiting the generality of clause 17.1, 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:

17.2.1  influencing any act or decision of such Government Official in his official capacity;

17.2.2  inducing such Government Official to do or omit to do any act in violation of his lawful duty;

17.2.3  securing any improper advantage;

17.2.4  inducing such Government Official to influence or affect any act or decision of any entity or enterprise owned or controlled by a government; or

17.2.5  assisting the Company or any Group Company in obtaining or retaining business for or with, or directing business to the Company or any Group Company.

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17.3 The Company undertakes to each of the Shareholders that it shall within 180 days from Closing:

17.3.1  retain any of PricewaterhouseCoopers, KPMG, Deloitte & Touche, and Ernst & Young (the “Compliance Consultant”) to develop and propose procedures and policies which are necessary and/or desirable to ensure full compliance with the undertakings and the laws referred to in clause 17.1 and clause 17.2; and

17.3.2  implement the material procedures and policies proposed by the Compliance Consultant materially in accordance with the Compliance Consultant’s advice; and

17.3.3  designate one of the existing members of the senior management or recruit a suitably qualified and experienced person to act as a compliance officer whose responsibilities shall include monitoring on a frequent basis the compliance by each Group Company and their respective directors, officers and employees with the undertakings set out, and the laws referred to, in clause 17.1 and clause 17.2, and the implementation of and compliance with the procedures and policies proposed by the Compliance Consultant.

17.4 Each of the Shareholders undertakes not to transfer any of its Shares to a Prohibited Person.

17.5 The Company undertakes not to enter into any transactions with a Prohibited Person including (but not limited to) issuing or registering any securities in the Company or any Group Company in the name of a Prohibited Person.

18 ASSIGNMENT AND SUB-CONTRACTING

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 otherwise than pursuant to a Transfer in accordance in all respects with the provisions and requirements of this Agreement and the Articles.

19 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 any 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.

20 FURTHER ASSURANCE, CONFLICT AND COMPLIANCE WITH ARTICLES, MODIFICATIONS TO ACCOMMODATE THE PARTIES’ TAX EFFICIENCY

20.1 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 satisfactory to the other Parties as is or are required to give full effect to this Agreement and the other 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.

20.2 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

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to amend the Articles in order to implement the terms of this Agreement, and in any event, shall act in accordance with this Agreement.

20.3 The Shareholders shall consult with each other in good faith regarding the corporate structure of the Company and the Group Companies, as well as the capitalisation structure of the Company, and shall in good faith consider any requests by the Lion Parties and/or the Seller Parties to make modifications to such corporate structure or capitalisation structure of the Company so as to optimise the corporate structure as is appropriate to accommodate the efficient and effective taxation planning of the requesting party and its ultimate beneficial owners provided that the efficient and effective taxation planning of the other Parties is not adversely affected by any such request. If as a result of such consultation the Lion Parties and the Seller Parties agree to reorganise, recapitalise or otherwise restructure the Company or any other member of the Group resulting in the Shareholders (or any of them) receiving shares or other securities of any class issued by any Group Company, by way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Shares and CPECs, the term “Shares” and “CPECs”, whenever used in this Agreement (unless the context otherwise requires), shall be deemed to include any such other securities when issued.

21 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 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, exclude 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.

22 VARIATION

22.1 Subject to Clause 22.2, any variation of this Agreement must be in a written document and signed by each of the Shareholders.

22.2 If any Party ceases to hold Shares then, as from the date of such cessation, 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.

23 WAIVER

23.1 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.

23.2 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.

23.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

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24 ILLEGALITY AND SEVERANCE

24.1 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.

24.2 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.

24.3 If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part and Clause 24.2 cannot be used to make it legal, valid and enforceable, a Shareholder may require the other Shareholders to enter into a new agreement or deed under which those Shareholders undertake in the terms of the original provision, but subject to such amendments as the Shareholder specifies in order to make the provision legal, valid and enforceable. No Shareholder 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.

25 RIGHTS OF THIRD PARTIES AND NO RECOURSE

25.1 A Party 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.

25.2 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.

25.3 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 Shareholder or any current or future direct or indirect shareholder, member, general or limited partner or other beneficial owner of any Shareholder 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 Shareholder 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.

26 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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27 NOTICES

27.1 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 number set out in Clause 27.2 and shall be deemed to have been delivered in accordance with Clause 27.3.

27.2 The Parties’ addresses and fax numbers for the purposes of this Agreement are:

27.2.1  In the case of the Lion Parties:

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 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

27.2.2  In the case of the Seller Party [details to be inserted for all Initial Seller Parties]:

[            ]

27.2.3  In the case of the Company:

[            ]

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 25.3.

27.3 A notice so addressed shall be deemed to have been received:

27.3.1  if personally delivered, at the time of delivery;

27.3.2  if sent by pre-paid, recorded delivery or registered post, two (2) Business Days after the date of posting to the relevant address;

27.3.3  if sent by registered air-mail, five (5) Business Days after the date of posting to the relevant address; or

27.3.4  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 to 5.30 pm on any Business Day

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in the country of the recipient), such notice or communication shall be deemed to have been received on the next Business Day.

28 SELLER PARTIES’ REPRESENTATIVE

28.1 Each of the Seller Parties appoints [[ • ] (acting alone)], [[ • ] and [ • ] (acting together), (who may each act individually)] (the “Seller Parties’ Representative”) to be their representative in respect of any provisions of this Agreement where (whether individually or with others) the Seller Parties are required or entitled to give or receive any notice, consent, application or election.

28.2 The following provisions shall apply in relation to any appointment under this Clause 28:

28.2.1  subject to the other provisions of this Clause, each of the Seller Parties warrants that the Seller Parties’ Representative has and shall retain the authority to bind it in all matters arising from, or in relation to any of the provisions of this Agreement referred to in Clause 1.7 and Clause 28.1 but it is acknowledged that the Seller Parties’ Representative shall have no such authority in relation to any other provision of this Agreement or otherwise;

28.2.2  the Lion Parties shall be entitled to rely on all and any communications provided by the Seller Parties’ Representative within the scope of his/their authority (as described within this Clause) as binding on each of the Seller Parties;

28.2.3  any communication in respect of any matter within the authority of the Seller Parties’ Representative described in this Clause shall be deemed (unless the context otherwise requires) to be provided to the Seller Parties’ Representative as nominee for all of the Seller Parties. In any event (notwithstanding anything to the contrary in this Agreement), any notice served on the Seller Parties’ Representative shall be deemed to have been validly served at the same time on each of the Seller Parties on whom it is required to be served;

28.2.4  the Seller Parties shall be entitled to appoint an alternative Seller Parties’ Representative in place of the Seller Parties’ Representative named in this Clause.

28.3 The Parties acknowledge and agree that, unless the remaining Seller Parties notify the Lion Parties otherwise, the appointment of the Seller Parties’ Representative shall cease on the date on which all of the Seller Parties cease to be Shareholders.

29 EFFECT OF COMPLETION

Except to the extent that they have been performed and except where this Agreement provides otherwise, the warranties, representations, indemnities and obligations contained in this Agreement remain in force after Closing and Closing shall not in any way constitute a waiver of any Shareholders’ rights hereunder.

30 ARBITRATION

Any dispute, controversy or claim of any kind or nature between the Parties arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity thereof (each, a “Dispute”) shall be finally settled by binding arbitration (“Arbitration”) under the Rules of Arbitration (the “Rules”) of the London Court of International Arbitration in force at the time of such Arbitration, by three arbitrators appointed in accordance with

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the Rules. The seat of the arbitration shall be London, England. The language of the arbitration shall be English. The arbitral award shall be in writing, shall detail the disputed matters and reasons on which the arbitral award is based, shall not include any punitive damages and shall be the sole and exclusive remedy between the Parties regarding any Dispute. The Parties expressly agree that leave to appeal under Section 69 (1) or an application for the determination of a preliminary point of law under Section 45 of the Arbitration Act 1956 may be sought with respect to any question of law arising from an award. The arbitral award shall be final and binding upon the Parties and shall not be subject to appeal of any court or other authority.

31 GOVERNING LAW

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

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SCHEDULE 1

FORM OF CPEC INSTRUMENT

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SCHEDULE

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 Shareholders’ Agreement dated [            ] made between the Initial Lion Party, the Lion Bridging Party, the Initial Seller Parties and the Company (the “Shareholders Agreement”).

(B) [Name of transferring Shareholder] has agreed to transfer [a portion] [all] of its Shares and CPECs to the Adhering Party and this deed is entered into pursuant to Clause [            ] of the Shareholders’ Agreement.

REPRESENTATIONS AND WARRANTIES

32 The Adhering Party represents to each Existing Party that it has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed by it under this Deed of Adherence and the Shareholders’ Agreement (and any other agreement or arrangement to be entered into by it in connection thereto), that the obligations expressed to be assumed by it under this Deed of Adherence and the Shareholders’ Agreement and each such other agreement are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of this Deed of Adherence and each such other agreement and arrangement, including but not limited to the Shareholders’ Agreement, will not:

32.1 result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or under its constitutive documents; or

32.2 result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound.

OPERATIVE PROVISIONS:

33 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 (and any persons to whom the persons named in the schedule to this deed may have transferred shares in the Company in accordance with the terms of the Shareholders’ Agreement prior to the date of this deed) to perform and be bound by all the terms of the Shareholders’ Agreement as if the Adhering Party were a Shareholder for the purposes of the Shareholders Agreement;

34 The Adhering Party is adhering to the Shareholders Agreement in the capacity of a [Lion Party][Seller Party][Shareholder]. [Note: The Adhering Party will adhere as a “Lion Party” if a Permitted Transferee of a Lion Party, a “Seller Party” if a Permitted Transferee of the Seller Party and a “Shareholder” otherwise.]

35 Unless the context requires otherwise, words and expressions defined in the Shareholders’ Agreement shall have the same meaning when used in this deed.

36 This deed is governed by English law.

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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

FORM OF ARTICLES OF ASSOCIATION OF THE COMPANY

101

SCHEDULE

ALLOCATION BETWEEN A REDEEMABLE SHARES AND CPECS

102

SCHEDULE

INITIAL SELLER PARTIES

1 Name and address of each Initial Seller Party	2 Number of A Redeemable Shares and CPECs to be acquired	3 Share of Consideration	4 Due Proportion (%)
[ • ]	[ • ]	[ • ]	[ • ]
[ • ]	[ • ]	[ • ]	[ • ]
[ • ]	[ • ]	[ • ]	[ • ]
[ • ]	[ • ]	[ • ]	[ • ]
	Total [ • ] A Ordinary Shares and CPECs	[ • ]	100

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IN WITNESS WHEREOF this Agreement has been executed as a DEED on the date that appears on the first page of this Agreement by:

[Deed execution clauses]

SCHEDULE 4

PLEDGE AGREEMENT

Agreed Form

[l] 2008

EQUITABLE SHARE MORTGAGE

between

Lion/Rally Cayman 1 LP acting by and through its GP

as Chargor

and

[BISON]

as Chargee

In relation to the shares in Lion / Rally Cayman 2

This Share Mortgage is subject to the terms of the Shareholders Agreement (as defined herein)

TABLE OF CONTENTS

		Page
1	INTERPRETATION		107
2	COVENANT TO PAY		109
3	CREATION OF SECURITY		109
4	DEPOSIT OF SHARE CERTIFICATES		110
5	[INTENTIONALLY LEFT BLANK]		111
6	CONTINUING SECURITY		111
7	REPRESENTATIONS AND WARRANTIES		112
8	UNDERTAKINGS OF THE CHARGOR		113
9	ENFORCEMENT OF SECURITY		113
10	RECEIVER		114
11	FURTHER ASSURANCES		115
12	POWER OF ATTORNEY		116
13	DELEGATION		116
14	NO LIABILITY AS MORTGAGEE IN POSSESSION		117
15	PROTECTION OF THIRD PARTIES		117
16	STAMP DUTIES		117
17	ADDITIONAL PROVISIONS		117
18	REMEDIES AND WAIVERS		118
19	NOTICES		118
20	COSTS AND EXPENSES		119
21	CURRENCY OF ACCOUNT		119
22	ASSIGNMENTS, ETC.		119
23	SET-OFF		120
24	COVENANT TO RELEASE		120
25	PREVAILING AGREEMENT		120
26	GOVERNING LAW		120
27	JURISDICTION OF ENGLISH COURTS		120
28	COUNTERPARTS AND EFFECTIVENESS		120
SIGNATORIES			122

THIS SHARE MORTGAGE (this “Mortgage”) is made as a deed on the [l] day of [l] 2008

BETWEEN:

(1) LION/RALLY CAYMAN 1 L.P., acting by and through its GP, a limited partnership incorporated in [l] with registered number [l] (the “Chargor”); and

(2) [BISON], a corporation organised under the laws of [l] (the “Chargee”).

WHEREAS:

(A) The Chargor and Chargee have entered into a Shareholders Agreement pursuant to which certain terms and conditions relating to the management and administration of Lion/Rally Cayman 2 have been agreed between the parties thereto.

(B) Pursuant to the terms of the Shareholders Agreement, the Chargor has agreed to certain undertakings, one of which that the Chargor shall have entered into this Mortgage.

(C) Each of the parties hereto intend this Mortgage to, and it shall, take effect as a deed.

1 INTERPRETATION

1.1 Definitions In this Mortgage the following terms have the meanings given to them in this Clause 1.1, except where the context otherwise requires.

“Account Bank” means such bank or financial institution with which the Realisation Accounts are from time to time maintained as selected by the Chargee.

“Enforcement Event” means at any time the Chargee gives notice in writing to the Chargor that (i) an Event of Default has occurred and is continuing and has not been remedied for more that 15 Business Days since its occurrence nor waived by the Chargee and (ii) this Mortgage has therefore become enforceable.

“Encumbrances” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, security interest, or other encumbrance of any kind securing any obligation of any person or any right conferring a priority of payment in respect of any obligations of any person (including without limitation, title transfer and/ or retention arrangements having similar effect).

“Event of Default” means a failure by the Chargee in respect of its payment obligations under Clause 8.10 of the Shareholders Agreement in accordance with the terms set out therein (including any applicable grace periods).

“Financial Collateral Regulations” means the Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226).

“Issuer” means Lion/Rally Cayman 2.

“Receiver” means an administrative receiver, a receiver and manager or other receiver, in either

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case, appointed pursuant to this Mortgage.

“Related Rights” means:

(a) any dividend or interest paid or payable in relation to any of the Shares;

(b) any stock, shares, securities, rights, moneys or property accruing or offered at any time, (whether by way of redemption, substitution, exchange, bonus or preference, under option rights or otherwise) to or in respect of any of the Shares or in substitution or exchange for or otherwise derived from any of the Shares; and

(c) any dividend, interest or other income in respect of any asset referred to in paragraph (b) above.

“Secured Parties” means:

(d) the Chargee;

(e) any successor, transferee, replacement or assignee of the Chargee.

“Security Assets” means the Shares and Related Rights.

“Secured Obligations” means all payment obligations of the Chargor to the Chargee under clause 8.10 of the Shareholders Agreement provided that the total amount of Secured Obligations recoverable hereunder shall be capped to the same percentage of shares held by the Chargor in the Company. For the avoidance of doubt, the Chargor shall only be liable for an amount equal to the Chargor’s proportionate shareholding in the Company.

“Security Period” means the period beginning on the date of this Mortgage and ending on the date upon which all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full and/or the security interests contemplated to be created hereby have been unconditionally and irrevocably released and discharged in full.

“Shares” means, subject to the proviso in paragraph (i) of Clause 3.1 (Charges”) the shares in the capital of the Company (as defined in the Shareholders’ Agreement) owned by Chargor.

“Shareholders’ Agreement” means the shareholders’ agreement relating to the Company dated [    ] 2008 and made between [ ].

1.2 Interpretation Unless expressly defined in this Mortgage, capitalised terms defined in the Shareholders Agreement have the same meanings in this Mortgage and the construction rules set out in Section 1.2 of the Shareholders Agreement shall apply to this Mortgage, mutatis mutandis, as though they were set out in full in this Mortgage except that references to “this Agreement” shall be construed as references to this Mortgage.

1.3 Certificates A certificate of the Chargee setting forth the amount of any Secured Obligation due from the Chargor shall be prima facie evidence of such amount in the absence of manifest error.

1.4 Third Party Rights A person who is not a party to this Mortgage has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Mortgage.

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1.5 Effect as a Deed This Deed is intended to take effect as a deed notwithstanding the fact that a party may only execute this Deed under hand.

2 COVENANT TO PAY

2.1 Covenant to Pay The Chargor, as primary obligor and not merely as surety, hereby covenants with the Chargee that the Chargor will pay or discharge each of the Secured Obligations in the manner provided for in the Shareholders Agreement.

2.2 Default Interest The Chargor agrees that any amount not paid when due under this Mortgage shall bear interest (after, as well as before, judgement) payable on demand at the date specified in the Shareholders Agreement, from the due date until the date such amount is paid and in full.

3 CREATION OF SECURITY

3.1 Charges The Chargor, in its capacity as registered owner of its shareholding in the Company and as continuing security for the payment, discharge and performance of all the Secured Obligations hereby, with full title guarantee:

(a) mortgages and charges and agrees to mortgage and charge to the Chargee, all the Shares held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of first equitable mortgage; and

(b) mortgages, charges and assigns and agrees to mortgage, charge and assign to the Chargee, all the Related Rights held now or in the future by it and/or any nominee on its behalf, the same to be a security by way of first equitable mortgage; and

(c) (to the extent they are not effectively mortgaged or charged pursuant to paragraph (a) or (b) above), charges, the Shares and the Related Rights held now or in the future by it and/or any nominee on its behalf and all benefits accrued and to accrue to it thereunder, by way of first fixed charge,

PROVIDED THAT:

(i) whilst no Enforcement Event has occurred, the Chargor shall be entitled (notwithstanding the security contemplated to be created hereby) to receive all dividends, interest and income from and any property accruing or in respect of the Security Assets (and accordingly following an Enforcement Event, the Chargee shall be entitled to such things); and

(ii) whilst no Enforcement Event has occurred, the Chargor shall be entitled (notwithstanding the security contemplated to be created hereby) to exercise, or direct the Chargee to exercise any voting or other rights attached to any of the Security Assets, provided that it shall not exercise any voting rights in a manner which could reasonably be expected to prejudice the security created under this Mortgage in any material respect (and accordingly following an Enforcement Event, the Chargee shall be entitled to such things).

3.2 Financial Collateral The parties agree and acknowledge that:

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(a) the Security Assets constitute financial collateral;

(b) this Mortgage and the obligations of the Chargor under this Mortgage are a security financial collateral arrangement in each case for the purposes of the Financial Collateral Regulations.

4 DEPOSIT OF SHARE CERTIFICATES

4.1 Deposit of Certificates The Chargor shall:

(a) simultaneously with execution of this Mortgage deposit with the Chargee (or as the Chargee may direct), share certificates and other documents of title or evidence of ownership in relation to the Security Assets owned by it as at the date hereof, and as soon as practicable following it acquiring an interest in any Security Asset, share certificates and other documents of title of evidence of ownership in relation to such Security Assets;

(b) simultaneously with execution of this Mortgage execute and deliver to the Chargee all such stock transfer forms and other documents as may be reasonably requested by the Chargee in order to enable the Chargee (or its nominee), in accordance with paragraph (c) below, to be registered as the owner or otherwise to obtain a legal title to the Security Assets and, without limiting the generality of the foregoing, as soon as practicable shall deliver to the Chargee, executed stock transfer forms for all such Security Assets in favour of the Chargee (or its nominee) as transferees or, if the Chargee so directs, with the transferee left blank; and

(c) at any time following the occurrence of an Enforcement Event, if the Chargee so requests, procure that all such stock transfer forms are forthwith registered by the relevant person and that share certificates in the name of the Chargee (or such nominee) in respect of the Security Assets are forthwith delivered to the Chargee;

4.2 Registration on Transfer At any time following an Enforcement Event, the Chargor hereby authorises the Chargee:

(a) to arrange for any of the Security Assets to be registered in the name of the Chargee (or its nominee); or

(b) (under its powers of realisation), to transfer or cause the Security Assets to be transferred to and registered in the name of the Chargee (or its nominee) or any purchaser or transferee,

and upon enforcement of the security created hereby, the Chargor undertakes from time to time to execute and sign all transfers, contract notes, powers of attorney and other documents (and to procure the registration of any such transfer of the Security Assets in the relevant shareholders’ or other register) that are required by the Chargee in connection therewith.

4.3 Liability to Perform Notwithstanding anything to the contrary herein contained, the Chargor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Assets and, without limitation, to pay all calls or other payments that may become due in respect of any of the Security Assets.

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5 [INTENTIONALLY LEFT BLANK]

6 CONTINUING SECURITY

6.1 Continuing Security The security constituted by this Mortgage shall be continuing security which shall, subject to the proviso in paragraph (i) of Clause 3 (Creation of Security), extend to all the Secured Obligations and shall not be considered as satisfied or discharged by any intermediate payment or settlement of all or any of the Secured Obligations.

6.2 Breaking of Accounts If for any reason the security constituted hereby ceases to be a continuing security in respect of the Chargor (other than by way of discharge of such security in accordance with the terms of this Mortgage) or the Chargee receives, or is deemed to be affected by, notice, whether actual or constructive of any Lien affecting the Security Assets, the Chargee may open a new account with or continue any existing account with the Chargor. If the Chargee does not open a new account, it shall nevertheless be treated as if it had done so at the date of such cessation or the time when it received or was deemed to have received notice. As from that time all payments made to the Chargee will be deemed to be credited or treated as being credited to the new account and the liability of the Chargor in respect of the Secured Obligations relating to it at the date of such cessation or the time when notice was received or deemed received shall remain and shall not be reduced regardless of any payments into or out of any such account.

6.3 Avoided Payments Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Mortgage) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Chargee has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the liability of the Chargor for the payment of the Secured Obligations and the obligations of the Chargor under this Mortgage shall continue as if such release, discharge or other arrangement had not been made.

6.4 Appropriations Until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Chargee may if in its discretion to do so would be reasonable in the circumstances:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of the Secured Obligations or apply and enforce the same in such manner and order as it sees fit (whether against the Secured Obligations or otherwise) and the Chargor shall not be entitled to the benefit of the same; and

(b) hold in a suspense account any moneys received from the Chargor or any other person in respect of the Secured Obligations, such account to bear interest on commercial terms.

6.5 Protection of the Chargee The Chargee shall not be liable in respect of any loss or damage which arises out of the exercise, or the attempted or purported exercise of, or the failure to exercise any of its powers, unless such loss or damage is caused by fraud, gross negligence or wilful default.

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7 REPRESENTATIONS AND WARRANTIES

The Chargor makes each of the representations and warranties set out in this Clause 7 on the date hereof and acknowledges that the Chargee has entered into the Shareholders’ Agreement in reliance on those representations and warranties. Where there is a conflict between the representations and warranties set out in this Clause 7 and those appearing in Clause 17 (Warranties) of the Shareholders Agreement, the representations and warranties in the Shareholders Agreement shall prevail.

7.1 Admissibility in Evidence All acts, conditions and things required to be done, fulfilled and performed in order to make this Mortgage admissible in evidence in England and Wales or the Cayman Islands have been done, fulfilled and performed or will be done promptly after the date of this Mortgage.

7.2 No Filing or Stamp Taxes Under the laws of the Cayman Islands in force at the date hereof, it is not necessary that this Mortgage be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar tax be paid on or in relation to this Mortgage. Cayman Islands stamp duty will be payable if this Mortgage is executed in, brought to, or produced before a court of the Cayman Islands. Such duty will not exceed CI$500.00 (US$600.00).

7.3 Security Assets On the date of this Mortgage:

(a) the Chargor has not received notice of any adverse claim in respect of the Security Assets;

(b) the Chargor is (subject to the terms of its partnership agreement, the Shareholders Agreement and this Mortgage) the sole owner of the Security Assets and is entitled to deal with the beneficial interest therein, the Shares are free from any Encumbrance of any kind (other than created hereby) and represent all the Shares legally owned by the Chargor and with full title guarantee, it is able to mortgage and has so mortgaged the Security Assets;

(c) the security created over the Security Assets under this Mortgage constitutes a first priority security interest over the Security Assets;

(d) the Security Assets are within the Chargor’s disposition and control and neither the terms of the Security Assets nor of the Memorandum and Articles of Association of any Issuer restrict or otherwise limit the right to mortgage, charge or pledge the Security Assets in favour of the Chargee;

(e) the Shares are duly authorised, validly issued, fully paid or credited as fully paid and no calls have been made in respect thereof which remain unpaid or can be made in respect thereof in the future and they rank pari passu in all respects within their respective class and the shares have not been issued in violation of any provision of law or any rule or regulation whatsoever relating to the issue of shares or capable of affecting the validity of such issue;

(f) except as stated in Clause 3 (Creation of Security), the Chargor has not sold or granted any rights of pre-emption or any Encumbrance over or agreed to sell or grant any right of pre-emption or any Encumbrance over or otherwise disposed of or agreed

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to dispose of the benefit of all or any of its rights, title and interest in and to all or any part of the Security Assets; and

7.4 Times of Making Representations and Warranties The representations and warranties set out in this Clause 7 are made on the date hereof.

8 UNDERTAKINGS OF THE CHARGOR

8.1 Duration The undertakings in this Clause 8 shall remain in force throughout the Security Period.

8.2 Maintenance of Legal Validity The Chargor shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations of England to enable it lawfully to enter into and perform its obligations under this Mortgage and to ensure the legality, validity, enforceability or admissibility in evidence of this Mortgage.

8.3 Restrictions on Dealing The Chargor undertakes that, except as permitted under the terms of this Mortgage or the Shareholders Agreement it will not:

(a) create or permit to subsist any Encumbrances over any Security Asset other than (i) the Encumbrances created pursuant to this Mortgage or (ii) as permitted in the Shareholders Agreement;

(b) lease, sell, transfer, assign or otherwise dispose of or agree to lease, sell, transfer, assign or otherwise dispose of, all or any Security Asset or any interest therein other than as permitted in the Shareholders Agreement; or

(c) suffer or permit the Company to permit any person other than the Chargor to be registered as holders of the Shares or any part thereof.

8.4 Security Assets The Chargor undertakes that:

(a) it will (subject to the terms of the Shareholders Agreement and this Mortgage) remain the legal and beneficial owner of the Security Assets and it or its nominee will remain the legal owner of the Security Assets; and

(b) it will not take any action whereby the rights attaching to the Shares or the Related Rights are altered or diluted except to the extent permitted by the Chargee.

9 ENFORCEMENT OF SECURITY

9.1 Powers

(a) At any time after the occurrence of an Enforcement Event and without any further consent or authority on the part of the Chargor, the Chargee may exercise in its sole discretion, any voting rights and any powers or rights in respect of the Security Assets under the terms thereof or otherwise which may be exercised by a registered holder of the Security Assets.

(b) If the Chargee takes any such action as is referred to in paragraph (a) above, it shall

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give notice to the Chargor as soon as reasonably practicable.

(c) For the purposes of giving effect to this Clause 9.1 (Powers) and to the extent that the Security Assets remain registered in the name of the Chargor, the Chargor hereby irrevocably appoints the Chargee (or its nominee) as its proxy to exercise all voting and other rights in respect thereof.

9.2 Enforcement After an Enforcement Event, the Chargee shall be entitled to exercise immediately or as and when it may see fit any and every power possessed by the Chargee by virtue of this Mortgage or available to a secured creditor (so that Sections 93 and 103 of the Law of Property Act 1925 shall not apply to this security), including:

(a) to sell all or any of the Security Assets in any manner permitted by law upon such terms as the Chargee shall in its absolute discretion determine;

(b) to collect, recover or compromise and give a good discharge for any moneys payable to the Chargor in respect of the Security Assets or in connection therewith; and

(c) to act generally in relation to the Security Assets in such manner as the Chargee acting reasonably shall determine.

9.3 Statutory Powers The powers conferred on mortgagees or receivers by the Law of Property Act 1925, the Insolvency Act 1986 and the Financial Collateral Regulations shall apply to this Mortgage except insofar as they are expressly or impliedly excluded and, where there is ambiguity or conflict between the powers contained in such Acts and those contained in this Mortgage, those contained in this Mortgage shall prevail. For the purposes of all powers implied by statute, the Secured Obligations shall be deemed to have become due and payable on the date hereof.

Such powers and rights shall, for the avoidance of doubt, include the right to appropriate all or any part of the Security Assets in or towards the satisfaction of the Secured Obligations and, for this purpose, the value of any Security Assets so appropriated shall be such amount as the Chargee so determines having taken into account advice obtained by it from an independent investment or accountancy firm of national standing selected by it.

10 RECEIVER

10.1 Appointment of Receiver

(a) At any time after the security constituted by this Mortgage becomes enforceable in accordance with its terms or if an application is made for the appointment of or notice is given of intention to appoint an administrator in respect of the Chargor or if requested by the Chargor, the Chargee may without further notice appoint under seal or in writing under its hand any one or more qualified persons to be a Receiver of all or any part of the Security Assets in like manner in every respect as if the Chargee had become entitled under the Law of Property Act 1925 to exercise the power of sale thereby conferred.

(b) The Chargee is not entitled to appoint a Receiver solely as a result of the obtaining of a moratorium (or anything done with a view to obtaining a moratorium) under the Insolvency Act 2000 except with leave of the court.

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(c) The Chargee may not appoint an administrative receiver (as defined in section 29(2) of the Insolvency Act 1986) if the Chargee is prohibited from doing so by section 72A of the Insolvency Act 1986 and none of the exceptions to the prohibition on appointing an administrative receiver apply.

(d) As used in this clause “qualified person” means a person who, under the Insolvency Act 1986, is qualified to act as a receiver of the property of the Chargor with respect to which he is appointed or (as the case may require) an administrative receiver of the Chargor.

10.2 Powers of Receiver Every Receiver appointed in accordance with Clause 10.1 (Appointment of Receiver) shall have and be entitled to exercise all of the powers and freedoms of the Chargee conferred by Clause 9 (Enforcement of Security) in addition to those powers conferred by the Law of Property Act 1925 on any receiver appointed thereunder. A Receiver who is an administrative receiver of the Chargor shall have the powers of an administrative receiver under the Insolvency Act 1986. If at any time there is more than one Receiver of all or any part of the Security Assets, each such Receiver may (unless otherwise stated in any document appointing him) exercise all of the powers conferred on a Receiver under this Mortgage individually and separately from each other Receiver.

10.3 Removal and Remuneration The Chargee may from time to time by writing under its hand (subject to any requirement for an order of the court in the case of an administrative receiver) remove any Receiver appointed by it and may, whenever it may deem it expedient, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated and may from time to time fix the remuneration of any Receiver appointed by it provided that such remuneration shall be on market terms.

10.4 Chargee May Exercise Powers of Receiver To the fullest extent permitted by law, all or any of the powers, authorities and discretions which are conferred by this Mortgage (either expressly or implied) upon a Receiver may be exercised by the Chargee at any time after the security constituted by this Mortgage has become enforceable in relation to the whole of such Security Assets or any part thereof without first appointing a Receiver of such property or any part thereof or notwithstanding the appointment of a Receiver of such property or any part thereof.

10.5 Application of Proceeds Any moneys received by the Chargee or by any Receiver appointed by it pursuant to this Mortgage and/or under the powers hereby conferred shall, after the security hereby constituted shall have become enforceable, but subject to the payment of any claims having priority to the security constituted by this Mortgage and to the Chargee’s and such Receiver’s rights hereunder, be applied by the Chargee in or towards the discharge of the Secured Obligations in accordance with the provisions of the Shareholders’ Agreement.

11 FURTHER ASSURANCES

11.1 The Chargor shall as soon as reasonably practicable execute and give all such assurances and do all acts and things as the Chargee from time to time may reasonably consider necessary under the laws of any jurisdiction governing the Security Assets to enable the Chargee to perfect or protect the security intended to be created hereby over the Security Assets or any part thereof or after the security constituted by this deed has become

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enforceable, to facilitate the sale of the Security Assets or any part thereof or the exercise by the Chargee of any of the rights, powers, authorities and discretions vested in it or any Receiver of the Security Assets or any part thereof or any such delegate or sub-delegate as aforesaid, including to facilitate vesting all or part of such assets in the name of the Chargee or in the names of its nominee, agent or any purchaser.

11.2 Without prejudice to the generality of Clause 11.1 but subject to the other terms and conditions of this Mortgage, the Chargor will forthwith at the reasonable request of the Chargee execute a legal mortgage, charge or other security at any time over all or any of the Security Assets subject to or intended to be subject to the security constituted by this Mortgage in such form as the Chargee may require but containing terms no more onerous than those in this Mortgage.

12 POWER OF ATTORNEY

12.1 Appointment The Chargor hereby, by way of security and in order more fully to secure the performance of its obligations hereunder, irrevocably appoints the Chargee and every Receiver of the Security Assets (or any part thereof) appointed hereunder and any person nominated for the purpose by the Chargee or any Receiver in writing under hand by an officer of the Chargee or any Receiver severally as its attorney and on its behalf and in its name or otherwise after an Enforcement Event, to execute and do all such assurances, acts and things which the Chargor is required to do under the covenants and provisions contained in this Mortgage (including to make any demand upon or to give any notice or receipt to any person owing moneys to the Chargor and to execute and deliver any charges, legal mortgages, assignments or other security and any transfers of securities) and generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Mortgage or by statute on the Chargee or any such Receiver, delegate or sub-delegate and (without prejudice to the generality of the foregoing) to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which it may reasonably deem proper in or for the purpose of exercising any of such powers, authorities and discretions.

The power of attorney in this Clause 12.1(Appointment) shall only be exercisable upon an Enforcement Event or if the Chargor has failed to comply with its obligations under Clause 11 (Further Assurances).

12.2 Ratification The Chargor hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in Clause 12.1 (Appointment) shall do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in such Clause 12.1 (Appointment).

13 DELEGATION

The Chargee or any Receiver appointed hereunder may at any time and from time to time delegate by power of attorney or in any other manner to any properly qualified person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee or such Receiver under this Mortgage in relation to the Security Assets or any part thereof. Any such delegation may be made upon such terms (including power to sub-delegate) and subject to such regulations as the Chargee or such Receiver may think fit. Subject to the above, neither the Chargee nor any Receiver shall be in way liable or responsible to the Chargor for any loss or damage arising

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from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

14 NO LIABILITY AS MORTGAGEE IN POSSESSION

Neither the Chargee nor its nominee nor any Receiver shall by reason of entering into possession of the Security Assets or any of them be liable to account as mortgagee in possession or be liable for any loss on realisation or for any default or omission for which a mortgagee in possession might be liable other than for their own gross negligence or wilful misconduct. Every Receiver duly appointed by the Chargee under the powers set forth herein shall be deemed to be the agent of the Chargor for all purposes and shall as such agent for all purposes be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Law of Property Act 1925. The Chargor alone shall be responsible for its contracts, engagements, acts, omissions, defaults and losses and for all liabilities incurred by it and neither the Chargee nor the Receiver shall incur any liability therefor (either to the Chargor or to any other person whatsoever) or for any other reason whatsoever other than for their gross negligence or wilful misconduct.

15 PROTECTION OF THIRD PARTIES

No purchaser, mortgagee or other Person dealing with the Chargee or the Receiver or its or their agents shall be concerned to enquire whether the Secured Obligations have become due and payable or whether any power which the Receiver is purporting to exercise has become exercisable or whether any of the Secured Obligations remains outstanding or to see to the application of any money paid to the Chargee or to such Receiver.

16 STAMP DUTIES

The Chargor shall pay and, forthwith on demand, indemnify the Chargee against any liability it incurs in respect of any stamp, registration and similar tax which is or becomes payable in connection with the entry into, performance or enforcement of this Mortgage.

17 ADDITIONAL PROVISIONS

17.1 Provisions Severable

(a) If a provision of this Mortgage is, or but for this Clause 17.1 would be, held to be illegal, invalid or unenforceable, in whole or in part, in any jurisdiction the provision shall be ineffective to the extent of such illegality, invalidity or unenforceability without rendering the remaining provisions of this Mortgage illegal, invalid or unenforceable, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

(b) If a provision of this Mortgage is held to be illegal, invalid or unenforceable, in whole or in part and paragraph (a) of this Clause 17.1 cannot be used to make it legal, valid and enforceable, either party to this Mortgage may require the other party to enter into a deed under which that other party undertakes in the terms of the original provision, but subject to such amendments as are necessary or required in order to make the provision legal, valid and enforceable. No party will be obliged to enter into a deed that would increase its liability beyond that contained in this Mortgage had all its

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provisions been legal, valid and enforceable.

17.2 Variation This Mortgage shall not be varied except by an agreement in writing between the parties of even date herewith or later.

17.3 Confidentiality The provisions of Clause 18 of the Shareholders’ Agreement (Confidentiality and Contact Restrictions) shall apply mutatis mutandis to this Mortgage and be deemed to be incorporated in and be deemed to be part of this Mortgage.

18 REMEDIES AND WAIVERS

A delay in exercising, or failure to exercise, any right or remedy under this Mortgage does not constitute a waiver of such or other rights or remedies and does not operate to prevent the exercise or enforcement of any such right or remedy. No single or partial exercise of any right or remedy under this Mortgage prevents further exercise of such or other rights or remedies. The rights, powers and remedies provided in this Mortgage are cumulative and not exclusive of any rights and remedies provided by law. The Chargee may, in connection with the exercise of its powers, join or concur with any person in any transaction scheme or arrangement whatsoever. A waiver given or consent granted by the Chargee under this Mortgage will be effective only if given in writing and then only in the instance and for the purpose for which it is given.

19 NOTICES

19.1 Communications in Writing A notice, other communication or document given under this Mortgage shall be in writing and signed and, unless otherwise stated, may be made or delivered personally, posted or faxed in accordance with Clause 19.3 (Delivery).

19.2 Addresses The address and fax number (and the department or officer, if any, for whose attention the notice, other communication or document is to be made or delivered) of each party for any notice, communication or document to be made or delivered under or in connection with this Mortgage is that identified with its name below, or any substitute address, fax number or department or officer as the relevant party notifies to the other party by not less than five Business Days notice.

19.3 Delivery

(a) Any notice, other communication or document so addressed shall be deemed to have been received:

(i) if personally delivered, at the time of delivery;

(ii) if sent by pre-paid, recorded delivery or registered post, three Business Days (in the place where the notice was received) after the date of posting to the relevant address;

(iii) if sent by registered air-mail, three Business Days (in the place where notice was received) after the date of posting to the relevant address; and

(iv) if sent by fax, on successful completion of transmission as evidenced by a transmission report from the machine from which the fax was sent and if

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notice to the Chargee or any Receiver, when actually received in legible form, save that if such notice, communication or document is received after normal working hours (which shall be deemed to be 8.30 a.m. and 5.30 p.m. on any Business Day in the country of the recipient), such notice, communication or document shall be deemed to have been received on the next Business Day,

and, if a particular department or officer is specified as part of its address details provided under Clause 19.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Chargee, shall be effective only when delivered to the Chargee or in the case of telecopy notice, when received and only if the same is expressly marked for the attention of the department or officer identified with the Chargee’s signature below or such other department or officer as the Chargee shall from time to time specify for this purpose.

(c) For the avoidance of doubt, notice given under this Mortgage shall not be validly served if given by e-mail.

20 COSTS AND EXPENSES

20.1 Indemnity The Chargor shall indemnify the Chargee and any Receiver on written demand against all properly incurred and documented costs and expenses (including reasonable legal fees) and liabilities, and any VAT thereon (together, “Losses”), which the Chargee or any Receiver may incur as a result of the occurrence of an Enforcement Event except to the extent such Losses are directly attributable to the fraud, gross negligence or wilful misconduct of the Chargee or any Receiver.

20.2 Interest The amounts payable under Clause 20.1 (Indemnity) above shall bear interest (compounded daily) thereon in accordance with the terms of Clause 2.2 (Default Interest) (payable after, as well as before judgment) from the dates on which they were paid or incurred by the Chargee or Receiver to the date of payment thereof by the Chargor.

21 CURRENCY OF ACCOUNT

21.1 Currency of Account All payments hereunder shall be made in immediately available funds in the currency and to the account specified by the Chargee in the corresponding demand.

22 ASSIGNMENTS, ETC.

22.1 The Chargee The Chargee may assign and transfer all of its respective rights and obligations hereunder to a replacement Chargee appointed in accordance with the terms of the Shareholders Agreement. Upon such assignment and transfer taking effect, the replacement Chargee shall be and be deemed to be acting as Chargee for the Secured Parties for the purposes of this Mortgage in place of the old Chargee.

22.2 The Chargor The Chargor shall not be entitled to transfer or assign all or any of its rights or obligations in respect of this Mortgage otherwise than with the prior written consent of the Chargee (not to be unreasonably withheld or delayed).

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23 SET-OFF

Where an Enforcement Event has occurred, the Chargee may (but shall not be obliged to) set off any obligation which is due and payable by the Chargor and unpaid against any obligation (whether or not matured) owed by the Chargee to the Chargor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Chargee may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Chargee may set off in an amount estimated by it in good faith to be the amount of that obligation; provided that once such obligation becomes liquidated or ascertained, the Chargee shall return any excess amounts to the Chargor.

24 COVENANT TO RELEASE

Upon the expiry of the Security Period or as otherwise required under the terms of the Shareholders Agreement, the Chargee shall (or procure that its nominees shall), in each case at the request of the Chargor, execute and do all such deeds, acts and things as may be necessary to release the Security Assets from the security constituted hereby including the payment of any moneys standing to the credit of any Realisation Accounts to the Chargor.

25 PREVAILING AGREEMENT

The provisions of this Mortgage are subject to the provisions of the Shareholders Agreement and in the event of any inconsistency the provisions of the Shareholders Agreement shall prevail over the provisions of this Mortgage, except to the extent necessary under laws of the Cayman Islands to maintain the creation or perfection of security, or to preserve the Chargee’s and the Secured Parties’ rights and remedies under this Mortgage.

26 GOVERNING LAW

This Mortgage is governed by, and shall be construed in accordance with, the laws of England.

27 JURISDICTION OF ENGLISH COURTS

27.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Mortgage (including a dispute regarding the existence, validity or termination of this Mortgage).

27.2 The parties to this Mortgage agree that the courts of England are the most appropriate and convenient courts to settle such disputes and accordingly no party shall argue to the contrary.

28 COUNTERPARTS AND EFFECTIVENESS

28.1 Counterparts This Mortgage may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Mortgage, but all the counterparts shall together constitute one and the same agreement.

28.2 Effectiveness This Mortgage shall come into effect as a Deed on the date set forth above.

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IN WITNESS WHEREOF this Mortgage has been executed and delivered as a Deed by the parties hereto on the date stated at the beginning of this Mortgage.

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SIGNATORIES

THE CHARGOR:

Executed as a deed by                                                                                       )

LION/RALLY CAYMAN 1 L.P. acting through its general partner (GP)                                                 )

Signature of director	Signature of director/secretary
Name of director	Name of director/secretary

in the presence of:

Address:

Fax number:

Attn:

Executed as a deed by

THE CHARGEE

[BISON]

By:

Address:

Fax No:

Attn:

By:

Address:

Fax No:

Attn:

IN WITNESS WHEREOF this Agreement has been executed as a DEED on the date that appears on the first page of this Agreement by:

Executed as a DEED by	)
LION/RALLY CAYMAN 2	)	/s/ Rob Jones
acting by	)	Authorised signatory
Executed as a DEED by	)
CAREY AGRI INTERNATIONAL	)
– POLAND SP. Z O.O	)	/s/ William V. Carey
acting by	)	Authorised signatory
Executed as a DEED by	)
LION CAPITAL GENERAL	)
PARTNER LLP as General Partner	)
of LION/RALLY CARRY ENG 1 LP	)	/s/ James Cocker
acting by	)	Authorised signatory
Executed as a DEED by	)
LION/LATIMER GP II	)
(GUERNSEY) LIMITED as General	)
Partner of LION/RALLY CAYMAN	)	/s/ Rob Jones
1 LP acting by	)	Authorised signatory
Executed as a DEED by	)
CENTRAL EUROPEAN	)
DISTRIBUTION CORPORATION	)	/s/ William V. Carey
acting by	)	Authorised signatory

EX-10.53

Exhibit 10.53

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		4
2.	PRIORITIES AND SUBORDINATION		13
3.	SENIOR LIABILITIES		14
4.	HEDGING LIABILITIES		15
5.	INTRAGROUP LIABILITIES		20
6.	SHAREHOLDER CREDITOR LIABILITIES		23
7.	PAYMENT STOP		23
8.	TURNOVER		24
9.	PROTECTION OF SUBORDINATION		25
10.	SUBORDINATION ON INSOLVENCY		27
11.	FAILURE OF TRUSTS		28
12.	ENFORCEMENT OF SECURITY		29
13.	APPLICATION OF RECOVERIES		30
14.	PRO RATA SHARING		32
15.	STATUS OF OBLIGORS AND WARRANTIES		34
16.	INFORMATION AND CO-OPERATION		35
17.	POWERS OF ATTORNEY		36
18.	THE SECURITY AGENT		37
19.	COSTS AND EXPENSES		40
20.	ROLE OF THE ON-LOAN FACILITY AGENT		40
21.	CHANGES TO THE PARTIES		47
22.	NOTICES		49
23.	AMENDMENTS AND WAIVERS		49
24.	ENGLISH LANGUAGE		51
25.	PARTIAL INVALIDITY		51
26.	THIRD PARTY RIGHTS		51
27.	COUNTERPARTS		51
28.	GOVERNING LAW		51
29.	JURISDICTION		51
	SCHEDULE 1 THE ORIGINAL PARTIES		54
	SCHEDULE 2 FORM OF CREDITOR DEED OF ACCESSION		57
	SCHEDULE 3 FORM OF OBLIGOR DEED OF ACCESSION		59
	SCHEDULE 4 SECURITY AGENT PROVISIONS		61

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.

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“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.

63

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

64

(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.

65

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.

66

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.

67

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.

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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-21

Exhibit 21

1. Carey Agri International Poland Sp. z o.o., a limited liability company organized under the laws of Poland.

2. Multi Trade Company Sp. z o.o., a limited liability company organized under the laws of Poland.

3. Piwnica Wybornych Win Sp. z o.o., a limited liability company organized under the laws of Poland.

4. Polskie Hurtownie Alkoholi Sp. z o.o., a limited liability company organized under the laws of Poland.

5. Astor Sp. z o.o., a limited liability company organized under the laws of Poland.

6. Damianex S.A., a corporation formed under the laws of Poland.

7. Agis S.A., a corporation formed under the laws of Poland.

8. Onufry S.A., a corporation formed under the laws of Poland.

9. Dako Galant Sp. z o.o., a limited liability company organized under the laws of Poland.

10. Panta Hurt Sp z o.o., a limited liability company organized under the laws of Poland.

11. Multi-Ex S.A., a corporation formed under the laws of Poland.

12. Miro Sp z o.o., a limited liability company organized under the laws of Poland.

13. Saol Sp z o.o., a limited liability company organized under the laws of Poland.

14. Polnis Sp z o.o., a limited liability company organized under the laws of Poland.

15. Fine Wines and Spirits, Sp z o.o., a limited liability company organized under the laws of Poland.

16. Imperial Sp z o.o., a limited liability company organized under the laws of Poland.

17. Delikates Sp z o.o., a limited liability company organized under the laws of Poland.

18. Krokus Sp z o.o., a limited liability company organized under the laws of Poland.

19. Bols Sp z o.o., a limited liability company organized under the laws of Poland.

20. Polmos Bialystok S.A., a corporation formed under the laws of Poland.

21. Bols Hungary, Kft, a limited liability company organized under the laws of Hungary.

22. Classic Sp z o.o., a limited liability company organized under the laws of Poland.

23. PHS Sp. z o.o., a limited liability company organized under the laws of Poland.

24. Copecresto Enterprises Limited, a limited liability company organized under the laws of Cyprus.

25. OOO Parliament Production, a limited liability company organized under the laws of the Russian Federation.

26. OOO Parliament Distribution, a limited liability company organized under the laws of the Russian Federation.

27. Lugano Holding Limited, a limited liability company organized under the laws of Cyprus.

28. ISF GmbH, a limited liability company organized under the laws of Germany.

29. Peulla Enterprises Limited, a limited liability company organized under the laws of Cyprus.

30. WHL Holdings Limited, a limited liability company organized under the laws of Cyprus.

31. Dancraig Wine & Spirits Trading Limited, a limited liability company organized under the laws of the Isle of Man.

32. Global Wine & Spirit Holdings Limited, a limited liability company organized under the laws of Cyprus.

33. Tisifoni Wines & Spirits Limited, a limited liability company organized under the laws of Cyprus.

34. OOO Whitehall-Center, a limited liability company organized under the laws of the Russian federation.

35. OOO WH Import Company, a limited liability company organized under the laws of the Russian Federation.

36. OOO Whitehall Severo-Zapad, a limited liability company organized under the laws of the Russian Federation.

37. OOO Whitehall-Saint-Petersburg, a limited liability company organized under the laws of the Russian Federation.

38. OOO Whitehall-Siberia, a limited liability company organized under the laws of the Russian Federation.

39. OOO WH Rostov-na-Donu, a limited liability company organized under the laws of the Russian Federation.

40. Botapol Holding B.V., a limited liability company organized under the laws of the Netherlands.

41. Bravo Premium LLC, a limited liability company organized under the laws of the Russian Federation.

42. CEDC Finance Corporation, LLC, a limited liability company organized under the laws of the State of Delaware in the United States.

43. CEDC Finance Corporation International, Inc., a corporation organized under the laws of the State of Delaware in the United States.

44. Jelegat Holdings Limited, a limited liability company organized under the laws of Cyprus.

45. JSC “Distillery Topaz,” a closed joint stock company organized under the laws of the Russian Federation.

46. JSC “Russian Alcohol Group,” a closed joint stock company organized under the laws of the Russian Federation.

47. Latchey Limited, a limited liability company organized under the laws of Cyprus.

48. Limited Liability Company “The Trading House Russian Alcohol,” a limited liability company organized under the laws of the Russian Federation.

49. Lion/Rally Cayman 6, a company organized under the laws of the Cayman Islands.

50. Lion/Rally Lux 1 S.A., a closed joint stock company organized under the laws of the Netherlands.

51. Lion/Rally Lux 2 Sarl, a limited liability company organized under the laws of the Netherlands.

52. Lion/Rally Lux 3 Sarl, a limited liability company organized under the laws of the Netherlands.

53. Mid-Russian Distilleries, a corporation organized under the laws of the Russian Federation.

54. OOO “First Tula Distillery,” a limited liability company organized under the laws of the Russian Federation.

55. OOO “Glavspirttirest,” a limited liability company organized under the laws of the Russian Federation.

56. Pasalba Ltd., a limited liability company organized under the laws of Cyprus.

57. Premium Distributors Sp. z o.o., a limited liability company organized under the laws of Poland.

58. ZAO “Sibirskiy LVZ,” a closed joint stock company organized under the laws of the Russian Federation.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333 – 146375) and Form S-3 (Nos. 333 – 129073, 333 – 138809 and 333-149487) of Central European Distribution Corporation of our report dated March 1, 2010, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the retrospective adoption of ASC Topic 810 in relation to the de-consolidation of the Whitehall Group and the presentation of the Company’s distribution business as discontinued operations, as discussed in Notes 1 and 2, as to which the date is November 23, 2010, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K/A.

/s/ PricewaterhouseCoopers Sp. z o. o.

Warsaw, Poland

March 1, 2011

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William V. Carey, certify that:

1. I have reviewed this report on Form 10-K/A 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: March 1, 2011
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, certify that:

1. I have reviewed this report on Form 10-K/A 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: March 1, 2011
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-K/A of the Company for the fiscal year ended December 31, 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.

Date: March 1, 2011

/s/ William V. Carey

William V. Carey

Chairman, President and Chief Executive Officer

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-K/A of the Company for the fiscal year ended December 31, 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.

Date: March 1, 2011

/s/ Chris Biedermann

Chris Biedermann

Vice President and Chief Financial Officer