Form T-3

CEDC FINANCE CORPORATION

INTERNATIONAL, INC.

/s/ Grant Winterton

Name: Grant Winterton

Title: Chief Executive Officer; Authorized Signatory

0001193125-13-074262.txt : 20130225 0001193125-13-074262.hdr.sgml : 20130225 20130225165711 ACCESSION NUMBER: 0001193125-13-074262 CONFORMED SUBMISSION TYPE: T-3 PUBLIC DOCUMENT COUNT: 38 FILED AS OF DATE: 20130225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN DISTRIBUTION CORP CENTRAL INDEX KEY: 0001046880 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 541865271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-09 FILM NUMBER: 13639756 BUSINESS ADDRESS: STREET 1: 3000 ATRIUM WAY STREET 2: SUITE 265 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8562736970 MAIL ADDRESS: STREET 1: 3000 ATRIUM WAY STREET 2: SUITE 265 CITY: MT LAUREL STATE: NJ ZIP: 08054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEDC Finance Corp International, Inc. CENTRAL INDEX KEY: 0001569929 IRS NUMBER: 943490116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1109 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987 FILM NUMBER: 13639747 BUSINESS ADDRESS: STREET 1: C/O CENTRAL EUROPEAN DISTRIBUTION CORP. STREET 2: 3000 ATRIUM WAY, SUITE 265 CITY: MT. LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 1-856-273-6980 MAIL ADDRESS: STREET 1: C/O CENTRAL EUROPEAN DISTRIBUTION CORP. STREET 2: 3000 ATRIUM WAY, SUITE 265 CITY: MT. LAUREL STATE: NJ ZIP: 08054 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pasalba Ltd. CENTRAL INDEX KEY: 0001570021 IRS NUMBER: 000000000 STATE OF INCORPORATION: G4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-04 FILM NUMBER: 13639751 BUSINESS ADDRESS: STREET 1: THEKLAS LYSIOTI 35 STREET 2: EAGLE STAR HOUSE, 5TH FLOOR CITY: LIMASSOL STATE: G4 ZIP: 3030 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: THEKLAS LYSIOTI 35 STREET 2: EAGLE STAR HOUSE, 5TH FLOOR CITY: LIMASSOL STATE: G4 ZIP: 3030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jelegat Holdings Ltd CENTRAL INDEX KEY: 0001570028 IRS NUMBER: 000000000 STATE OF INCORPORATION: G4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-13 FILM NUMBER: 13639760 BUSINESS ADDRESS: STREET 1: ARCH. MAKARIOU III, 2-4 STREET 2: CAPITAL CENTER, 9TH FLOOR CITY: NICOSIA STATE: G4 ZIP: 1065 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: ARCH. MAKARIOU III, 2-4 STREET 2: CAPITAL CENTER, 9TH FLOOR CITY: NICOSIA STATE: G4 ZIP: 1065 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Joint Stock Co Distillery Topaz CENTRAL INDEX KEY: 0001570057 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-12 FILM NUMBER: 13639759 BUSINESS ADDRESS: STREET 1: 46, OCTYABRSKAYA STREET CITY: PUSHKINO, THE MOSCOW REGION STATE: 1Z ZIP: 141200 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 46, OCTYABRSKAYA STREET CITY: PUSHKINO, THE MOSCOW REGION STATE: 1Z ZIP: 141200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bravo Premium LLC CENTRAL INDEX KEY: 0001570062 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-14 FILM NUMBER: 13639761 BUSINESS ADDRESS: STREET 1: LETTER A, 52/3, KUZNETSOVSKAYA STREET CITY: SAINT PETERSBURG STATE: 1Z ZIP: 196105 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: LETTER A, 52/3, KUZNETSOVSKAYA STREET CITY: SAINT PETERSBURG STATE: 1Z ZIP: 196105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lion/Rally Lux 2 S.? r.l. CENTRAL INDEX KEY: 0001570078 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-02 FILM NUMBER: 13639749 BUSINESS ADDRESS: STREET 1: 13-15 AV DE LA LIBERT? CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 13-15 AV DE LA LIBERT? CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lion/Rally Lux 3 S.? r.l. CENTRAL INDEX KEY: 0001570079 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-01 FILM NUMBER: 13639748 BUSINESS ADDRESS: STREET 1: 13-15 AV DE LA LIBERT? CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 13-15 AV DE LA LIBERT? CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lion/Rally Lux 1 S.A. CENTRAL INDEX KEY: 0001570080 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-03 FILM NUMBER: 13639750 BUSINESS ADDRESS: STREET 1: 13-15 AV DE LA LIBERT? CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 13-15 AV DE LA LIBERT? CITY: LUXEMBOURG STATE: N4 ZIP: L-1931 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OOO Glavspirttirest CENTRAL INDEX KEY: 0001570082 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-05 FILM NUMBER: 13639752 BUSINESS ADDRESS: STREET 1: 46, OCTYABRSKAYA STREET CITY: PUSHKINO, PUSKINO DISTRICT STATE: 1Z ZIP: 141200 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 46, OCTYABRSKAYA STREET CITY: PUSHKINO, PUSKINO DISTRICT STATE: 1Z ZIP: 141200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OOO First Tula Distillery CENTRAL INDEX KEY: 0001570083 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-07 FILM NUMBER: 13639754 BUSINESS ADDRESS: STREET 1: 5 NEKRASOVA STREET CITY: TULA, TULA REGION STATE: 1Z ZIP: 300045 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 5 NEKRASOVA STREET CITY: TULA, TULA REGION STATE: 1Z ZIP: 300045 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Closed Joint Stock Co Mid Russian Distilleries CENTRAL INDEX KEY: 0001570085 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-06 FILM NUMBER: 13639753 BUSINESS ADDRESS: STREET 1: 1, BUILDING 1, ENISEISKAYA STREET CITY: MOSCOW STATE: 1Z ZIP: 129344 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 1, BUILDING 1, ENISEISKAYA STREET CITY: MOSCOW STATE: 1Z ZIP: 129344 FORMER COMPANY: FORMER CONFORMED NAME: Mid-Russian Distilleries DATE OF NAME CHANGE: 20130219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sibirsky LVZ CENTRAL INDEX KEY: 0001570086 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-08 FILM NUMBER: 13639755 BUSINESS ADDRESS: STREET 1: INDUSTRIAL AREA OF SIBIRSKY LVZ NO. 1 CITY: KOLTSOVO,NOVOSIBIRSKY DISTRICT STATE: 1Z ZIP: 630559 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: INDUSTRIAL AREA OF SIBIRSKY LVZ NO. 1 CITY: KOLTSOVO,NOVOSIBIRSKY DISTRICT STATE: 1Z ZIP: 630559 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Limited Liability Co The Trading House Russian Alcohol CENTRAL INDEX KEY: 0001570087 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-10 FILM NUMBER: 13639757 BUSINESS ADDRESS: STREET 1: 3 KRASNAYA SOSNA STREET CITY: MOSCOW STATE: 1Z ZIP: 129337 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: 3 KRASNAYA SOSNA STREET CITY: MOSCOW STATE: 1Z ZIP: 129337 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Joint Stock Co Russian Alcohol Group CENTRAL INDEX KEY: 0001570088 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1Z FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-11 FILM NUMBER: 13639758 BUSINESS ADDRESS: STREET 1: NOVOORLOVSKAYA STREET, BUILDING 5 CITY: MOSCOW STATE: 1Z ZIP: 119633 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: NOVOORLOVSKAYA STREET, BUILDING 5 CITY: MOSCOW STATE: 1Z ZIP: 119633 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PWW Sp. z o.o. CENTRAL INDEX KEY: 0001570096 IRS NUMBER: 000000000 STATE OF INCORPORATION: R9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-16 FILM NUMBER: 13639763 BUSINESS ADDRESS: STREET 1: AL. WINCENTEGO WITOSA 31 CITY: WARSAW STATE: R9 ZIP: 00-710 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: AL. WINCENTEGO WITOSA 31 CITY: WARSAW STATE: R9 ZIP: 00-710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEDC International Sp. z o.o. CENTRAL INDEX KEY: 0001570098 IRS NUMBER: 000000000 STATE OF INCORPORATION: R9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-17 FILM NUMBER: 13639764 BUSINESS ADDRESS: STREET 1: UL. KOWANOWSKA 48 CITY: OBORNIKI WIELKOPOLSKIE STATE: R9 ZIP: 64-600 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: UL. KOWANOWSKA 48 CITY: OBORNIKI WIELKOPOLSKIE STATE: R9 ZIP: 64-600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bols Hungary Kft. CENTRAL INDEX KEY: 0001570116 IRS NUMBER: 000000000 STATE OF INCORPORATION: K5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-15 FILM NUMBER: 13639762 BUSINESS ADDRESS: STREET 1: ALKOT?S U. 50 CITY: BUDAPEST STATE: K5 ZIP: 1123 BUSINESS PHONE: 48 22 456 60 00 MAIL ADDRESS: STREET 1: ALKOT?S U. 50 CITY: BUDAPEST STATE: K5 ZIP: 1123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEDC Finance Corp LLC CENTRAL INDEX KEY: 0001570124 IRS NUMBER: 541865271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-28987-18 FILM NUMBER: 13639765 BUSINESS ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 1 856 273 6980 MAIL ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 T-3 1 d483104dt3.htm FORM T-3 Form T-3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T- 3

APPLICATION FOR QUALIFICATION OF INDENTURE

UNDER THE TRUST INDENTURE ACT OF 1939

CEDC Finance Corporation International, Inc.

(as issuer)

Central European Distribution Corporation

CEDC Finance Corporation, LLC

CEDC International Sp. z o.o.

PWW Sp. z o.o.

Bols Hungary Beverage Import & Distribution Ltd.

Bravo Premium LLC

Joint Stock Company Distillery Topaz

Joint Stock Company “Russian Alcohol Group”

Limited Liability Company “The Trading House Russian Alcohol”

ZAO Sibirsky LVZ

OOO First Tula Distillery

Closed Joint Stock Company Mid-Russian Distilleries

OOO Glavspirttrest

Pasalba Limited

Lion/Rally Lux 1 S.A.

Lion/Rally Lux 2 S.à r.l.

Lion/Rally Lux 3 S.à r.l.

Jelegat Holdings Limited

(as guarantors)

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

(856) 273-6980

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED

TITLE OF CLASS

AMOUNT

6.5% Senior Secured Notes due 2020

Up to a maximum aggregate principal

amount of $500 million⁽¹⁾

Approximate date of proposed public offering: The Exchange Offer commended on February 25, 2013 and will expire at 11:59 p.m. New York City Time, on March 22, 2013, unless extended or earlier terminated by the Company.

Name and Address of agent for service: Brian Morrissey, Secretary, CEDC Finance Corporation International, Inc., 3000 Atrium Way, Suite 265, Mt. Laurel, New Jersey 08054

Copies to:

Scott Simpson

Skadden, Arps, Slate, Meagher & Flom

(UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Phone: +44 207 519 7040

Fax: +44 207 072 7040

James A. McDonald

Skadden, Arps, Slate, Meagher & Flom

(UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Phone: +44 207 519 7183

Fax: +44 207 072 7183

(1)

The aggregate principal amount of 6.5% Senior Secured Notes due 2020 to be issued under the Indenture (as defined below) may be less and will depend upon the aggregate principal amount of Existing 2016 Notes (as defined below) that are exchanged in the Exchange Offer described in Item 2. Additional notes may be issued under the Indenture from to time after the completion of the Exchange Offer.

The applicants hereby amend this Application for Qualification (this “Application”) on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant.

1.	General Information


Applicant	Form of Organization (a)	Jurisdiction of Organization (b)
CEDC Finance Corporation International, Inc.	Corporation	Delaware
Central European Distribution Corporation	Corporation	Delaware
CEDC Finance Corporation LLC	Limited Liability Company	Delaware
CEDC International sp. z.o.o.	Limited Liability Company	Poland
PWW sp. z.o.o.	Limited Liability Company	Poland
Bols Hungary Beverage Import & Distribution Ltd.	Limited Liability Company	Hungary
Bravo Premium LLC	Limited Liability Company	Russian Federation
Joint Stock Company Distillery Topaz	Joint Stock Company	Russian Federation
Joint Stock Company “Russian Alcohol Group”	Joint Stock Company	Russian Federation
Limited Liability Company “The Trading House Russian Alcohol”	Limited Liability Company	Russian Federation
ZAO Sibirsky LVZ	Closed Joint Stock Company	Russian Federation
OOO First Tula Distillery	Limited Liability Company	Russian Federation
Closed Joint Stock Company Mid-Russian Distilleries	Closed Joint Stock Company	Russian Federation
OOO Glavspirttrest	Limited Liability Company	Russian Federation
Pasalba Limited	Private Company Limited by Shares	Cyprus
Lion/Rally Lux 1 S.A.	Corporation	Luxembourg
Lion/Rally Lux 2 S.à.r.l.	Limited Liability Company	Luxembourg
Lion/Rally Lux 3 S.à.r.l.	Limited Liability Company	Luxembourg
Jelegat Holdings Limited	Private Company Limited by Shares	Cyprus

2.	Securities Act Exemption Applicable

The Company is offering to exchange (the “Exchange Offer”) all of the outstanding 9.125% Senior Secured Notes due 2016 (the “9.125% Existing 2016 Notes”) and the 8.875% Senior Secured Notes due 2016 (the “8.875% Existing Notes” and, together with the 9.125% Existing 2016 Notes, the “Existing 2016 Notes”) issued by CEDC Finance Corporation International, Inc. (“CEDC FinCo”), a wholly-owned subsidiary of Central European Distribution Corporation (“CEDC”), which Existing 2016 Notes are guaranteed by CEDC and certain of CEDC’s subsidiaries, for (i) shares of new common stock (the “New Common Stock”) to be issued by CEDC, (ii) up to $500 million aggregate principal amount of new 6.5% Senior Secured Notes due 2020 (the “New Secured Notes”) to be issued by CEDC FinCo and guaranteed by CEDC and certain subsidiaries of CEDC. The terms of the Exchange Offer are contained in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated February 25, 2013 (the “Offering Memorandum and Disclosure Statement”).

This Application has been filed to qualify the Indenture that will govern the New Secured Notes (the “Indenture”). The issuance of the New Secured Notes is being made in reliance on Section 3(a)(9) of the Securities Act of 1933 based upon the following facts:

•

the New Common Stock and the New Secured Notes will be offered to existing security holders exclusively and solely in exchange for such holders’ Existing 2016 Notes;

•

no sales of securities of the same class as the New Secured Notes have been or are intended to be made by the Company or by or through an underwriter at or about the same time as the Exchange Offer for which the exemption is claimed;

•

no consideration has been, or is to be, given, directly or indirectly, to any person in connection with the Exchange Offer, except for payment of (i) advisory fees to financial advisors that advised the Company with respect to the terms of the Exchange Offer, (ii) the fees and expenses of the Company’s legal advisors for their legal services, (iii) the fees of the Company’s tax advisors, (iv) the fees of the information agent and exchange agent for their services in relation to the Exchange Offer, (v) fees charged by the trustee and the security agents under the Indenture for their respective services as trustee and security agents in connection with the Exchange Offer; and (vi) an early consent fee payment to eligible holders of the Existing 2016 Notes;

•

the Company’s financial advisors have not been retained to solicit or make, and will not be soliciting or making, any recommendation with respect to the Exchange Offer; the fee payable to the Company’s financial advisor does not depend on the closing of the Exchange offer or the amount of any securities to be exchanged; and

•

no holder of Existing Secured Notes has made or will be requested to make any cash payment to the Company in connection with the Exchange Offer other than the surrender of their Existing 2016 Notes.

AFFILIATIONS

3.	Affiliates

For the purposes of this Form T-3 only, (i) each Applicant’s directors and officers may be deemed to be “affiliates” of such Applicant by virtue of the positions held by such persons and (ii) Roust Trading Limited and Mr. Roustam Tariko may be deemed to be “affiliates” of CEDC. Item 4, “Directors and Officers” and the sub-sections of Item 5 entitled “Principal Owners of Voting Securities—Central European Distribution Corporation” are incorporated herein by reference.

The following is a list of subsidiaries of CEDC that may be deemed to be “affiliates” of the Applicants as of the date of this Application. All of the following entities are directly or indirectly wholly-owned by CEDC unless otherwise indicated. The level of indentation indicates the level of ownership.


Name of Company		Jurisdiction of Organization
Central European Distribution Corporation (1)		Delaware
CEDC Finance Corporation LLC		Delaware
CEDC Finance Corporation International, Inc.		Delaware
CEDC International sp. z o.o.		Poland
Jelegat Holdings Ltd.		Cyprus
WHL Holdings Ltd.		Cyprus
Dancraig Wine & Spirit Trading Ltd.		Isle of Man
Global Wine & Spirit Holding Ltd.		Cyprus
Tisifoni Wines & Spirits Ltd.		Cyprus
Whitehall-Center LLC		Russia
Whitehall St. Petersburg(2)		Russia
Whitehall Severo-Zapad		Russia
WH Import Company LLC		Russia
Whitehall Siberia		Russia
Whitehall Rostov-on-Don(3)		Russia
Bols Hungary Beverage Import & Distribution Ltd.		Hungary
Copecresto Enterprises Ltd.(4)		Cyprus
Ardy Investments Ltd.		Cyprus
Lugano Holdings Ltd.		Cyprus
OOO Parliament Distributions		Russia
OOO Parliament Production		Russia
ISF		Germany
Lion/Rally Lux 1 S.A.		Luxembourg
Lion/Rally Lux 2 S.à r.l.		Luxembourg
Lion/Rally Lux 3 S.à r.l.		Luxembourg
Pasalba		Cyprus
Latchey Ltd		Cyprus
OOO Glavspirttrest		Russia
Vlaktor Trading		Cyprus
AVK Holdings		Cyprus
Chorniy & Mikola		Ukraine
Premier Distribution Company		Ukraine
Joint Stock Company Russian Alcohol Group(5)		Russia
Bravo Premium LLC		Russia
Sibirsky LVZ		Russia
JSC Distillery Topaz		Russia
The Trading House Russian Alcohol LLC		Russia
Mid-Russian Distilleries		Russia
OOO First Tula Distilleries(6)		Russia
Trading House Russian Alcohol		Russia
TH Russian Alcohol Centre (7)		Russia
TH Russia Alcohol North West (8)		Russia
TH Russia Alcohol Siberia (9)		Russia
TH Russia Alcohol Moscow(10)		Russia

(1)	Direct parent of CEDC Finance Corporation International Inc. with 100% holdings. Central European Distribution Corporation is the ultimate parent corporation of each of the entities listed below.

(2)	90.0% owned by Whitehall Holdings Limited.

(3)	85.0% owned by WH Import Company.

(4)	83.33% owned by Bols Hungary Beverage Import & Distribution Ltd. 13.77% owned by Central European Distribution Corporation.

(5)	99.9% owned by Pasalba. 0.1% owned by Lion/Rally Lux 3 S.à r.l.

(6)	99.9% owned by Russian Alcohol Group. 0.1% owned by CJSC Mid-Russian Distilleries.

(7)	99.0% owned by Russian Alcohol Group. 1.0% owned by LLC Trading House Russian Alcohol.

(8)	99.0% owned by Russian Alcohol Group. 1.0% owned by TH Russian Alcohol Centre.

(9)	1.0% owned by Russian Alcohol Group. 99.0% owned by TH Alcohol North West.

(10)	99.0% owned by Russian Alcohol Group. 1.0% owned by TH Alcohol Moscow.

MANAGEMENT AND CONTROL

4.	Directors and Executive Officers

The Company

The following table lists the names and offices held by all directors and executive officers of the Company.


Name		Position

Grant Winterton		President, Chief Executive Officer and Board Member

Ryan Lee		Vice President, Chief Financial Officer and Board Member

James Archbold		Assistant Secretary

The mailing address for each of the officers and directors listed above is:

c/o CEDC Finance Corporation International, Inc.

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

Central European Distribution Corporation

The following table lists the names and offices held by all directors and executive officers of CEDC:


Name		Position

Roustam Tariko		Chairman of the Board of Directors

N. Scott Fine		Lead Director

David Bailey		Director

Joseph Farnan		Director

Alessandro Picchi		Director

Jose Aragon		Director

Markus Sieger		Director

Grant Winterton		Chief Executive Officer

Ryan Lee		Chief Financial Officer

Jim Archbold		Vice President and Director of Investor Relations

The mailing address for each of the officers and directors listed above is:

Central European Distribution Corporation

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

CEDC Finance Corporation, LLC

The following table lists the names and offices held by all directors and executive officers of CEDC Finance Corporation, LLC:


Name		Position

Grant Winterton		President

Ryan Lee		Vice President

The mailing address for each of the officers and directors listed above is:

c/o Central European Distribution Corporation

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

CEDC International Sp. z o.o.

The following table lists the names and offices held by all directors and executive officers of CEDC International sp. z.o.o.


Name		Position

Evangelos Evangelou		President of the Management Board

Rafał Wojtkowiak		Vice President of the Management Board

Grant Winterton		Member of the Management Board

The mailing address for each of the officers and directors listed above is:

c/o Central European Distribution Corporation

ul. Kowanowska 48

64-600 Oborniki

Wielkopolskie, Poland

PWW Sp. z o.o.

The following table lists the names and offices held by all directors and executive officers of PWW sp. z.o.o.:


Name		Position

Evangelos Evangelou		President of the Management Board

Sławomir Kojło		Vice President of the Management Board

Henryk Wnorowski		Member of the Management Board

The mailing address for each of the officers and directors listed above is:

c/o Central European Distribution Corporation

ul. Kowanowska 48

64-600 Oborniki

Wielkopolskie, Poland

Bols Hungary Beverage Import & Distribution Ltd.

The following table lists the names and offices held by all directors and executive officers of Bols Hungary Beverage Import & Distribution Ltd:


Name		Position

Mariusz Chrobot		Managing Director

Evangelos Evangelou		Member of the Supervisory Board

David Bailey		Member of the Supervisory Board

Bartosz Kołaciński		Member of the Supervisory Board

The mailing address for each of the officers and directors listed above is:

c/o Central European Distribution Corporation

ul. Kowanowska 48

64-600 Oborniki

Wielkopolskie, Poland

Bravo Premium LLC

The following table lists the names and offices held by all directors and executive officers of Bravo Premium LLC:


Name		Position

Elena Khrustaleva		General Director and Member of the Board

Grant Winterton		Member of the Board

Alexander Tupitsyn		Member of the Board

Ryan Lee		Member of the Board

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

52, bld. 3, Liber A

Kuznetsovskaya St

St Petersburg, 196105

The Russian Federation

Joint Stock Company Distillery Topaz

The following table lists the names and offices held by all directors and executive officers of Joint Stock Company Distillery Topaz:


Name		Position

JSC “Russian Alcohol Group”		General Director represented by Vladimir Filiptsev

Grant Winterton		Member of the Board

Petr Levin		Member of the Magement Board

Ryan Lee		Member of the Board

Alexander Tupitsyn		Member of the Board

Sergey Bogosyan		Member of the Board

Bartosz Kołaciński		Member of the Board

David Bailey		Member of the Board

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Novoorlovskaya street, building 5

119633 Moscow

Russian Federation

Joined Stock Company “Russian Alcohol Group”

The following table lists the names and offices held by all directors and executive officers of Joined Stock Company “Russian Alcohol Group”:


Name		Position

Vladimir Filiptsev		General Director

Igor Kosarev		Member of the Board

David Bailey		Member of the Board

Petr Levin		Member of the Board

Ryan Lee		Member of the Board

Bartosz Kołaciński		Member of the Board

Przemysław Witas		Member of the Board

Grant Winterton		Member of the Board

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Novoorlovskaya street, building 5

119633 Moscow

Russian Federation

Limited Liability Company “The Trading House Russian Alcohol”

The following table lists the names and offices held by all directors and executive officers of Limited Liability Company “The Trading House Russian Alcohol”:


Name		Position

Ryan Lee		General Director

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Novoorlovskaya street, building 5

119633 Moscow

Russian Federation

ZAO Sibirsky LVZ

The following table lists the names and offices held by all directors and executive officers of ZAO Sibirsky LVZ:


Name		Position

JSC “Russian Alcohol Group”		General Director represented by Filipsberv Vladimir Pavlovich

David Bailey		Member of the Board

Ryan Lee		Member of the Board

Bartosz Kołaciński		Member of the Board

Vasiliy Zyryanov		Member of the Board

Grant Winterton		Member of the Board

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Novoorlovskaya street, building 5

119633 Moscow

Russian Federation

OOO First Tula Distillery

The following table lists the names and offices held by all directors and executive officers of OOO First Tula Distillery:


Name		Position

JSC “Russian Alcohol Group”		General Director represented by Filipsberv Vladimir Pavlovich

Ryan Lee		Member of the Board

Bartosz Kołaciński		Member of the Board

Grant Winterton		Member of the Board

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Novoorlovskaya street, building 5

119633 Moscow

Russian Federation

Closed Joint Stock Company Mid-Russian Distilleries

The following table lists the names and offices held by all directors and executive officers of Closed Joint Stock Company Mid-Russian Distilleries:


Name		Position

Arsen Oganesyen		General Director

Grant Winterton		Member of the Board

Sergey Bogosyan		Member of the Board

Ryan Lee		Member of the Board

Bartosz Kołaciński		Member of the Board

Ilya Blinov		Member of the Board

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Novoorlovskaya street, building 5

119633 Moscow

Russian Federation

OOO Glavspirttrest

The following table lists the names and offices held by all directors and executive officers of OOO Glavspirttrest:


Name		Position

JSC “Russian Alcohol Group”		General Director represented by Vladimir Filiptsev

The mailing address for each of the officers and directors listed above is:

c/o Russian Alcohol Group

Building 5, Novoorlovskaya Street

119633, Moscow

Russian Federation

Pasalba Ltd.

The following table lists the names and offices held by all directors and executive officers of Pasalba Ltd.:


Name		Position

Ryan Lee		Director

Amsterdam Trust Corporation (Cyprus) Ltd.		Director

Arjan Schaapman		Director

Peter Petrou		Director

The mailing address for each of the officers and directors listed above is:

Theklas Lysioti 35

Eagle Star House, 5th Floor

3030 Limassol

Cyprus

Lion/Rally Lux 1 S.A.

The following table lists the names and offices held by all directors and executive officers of Lion/Rally Lux 1 S.A.:


Name		Position

Grant Winterton		Director

Ryan Lee		Director

ATC Management		Director

Richard Brekelmans		Director

Elizabeth Timmer		Director

The mailing address for each of the officers and directors listed above is:

13-15 Av de la Liberté

L-1931 Luxembourg

Lion/Rally Lux 2 S.à r.l.

The following table lists the names and offices held by all directors and executive officers of Lion/Rally Lux 2 S.à r.l.


Name		Position

Grant Winterton		Director

Ryan Lee		Director

ATC Management		Director

Richard Brekelmans		Director

Elizabeth Timmer		Director

The mailing address for each of the officers and directors listed above is:

13-15 Av de la Liberté

L-1931 Luxembourg

Lion/Rally Lux 3 S.à r.l.

The following table lists the names and offices held by all directors and executive officers of Lion/Rally Lux 3 S.à r.l.


Name		Position

Grant Winterton		Director

Ryan Lee		Director

ATC Management		Director

Richard Brekelmans		Director

Elizabeth Timmer		Director

The mailing address for each of the officers and directors listed above is:

13-15 Av de la Liberté

L-1931 Luxembourg

Jelegat Holdings Limited

The following table lists the names and offices held by all directors and executive officers of Jelegat Holdings Limited:


Name		Position
Grant Winterton

Arta Antoniou

Spyroulla Papaeracleous

The mailing address for each of the officers and directors listed above is:

c/o Central European Distribution Corporation

Arch. Makariou III, 2-4

Capital Center, 9th Floor

P.C. 1065, Nicosia

Cyprus

5.	Principal Owners of Voting Securities

The Company

As of February 15, 2013, CEDC Finance Corporation LLC owned 100 shares of common stock of the Company, representing 100% of the voting securities of the Company. CEDC Finance Corporation LLC’s complete mailing address is c/o Central European Distribution Corporation, 3000 Atrium Way, Suite 265, Mt. Laurel, New Jersey 08054.

Central European Distribution Corporation

As of February 15, 2013, Roust Trading Limited and Mr. Roustam Tariko owned 15,920,411 shares of common stock of CEDC, representing 19.47% of the voting securities of CEDC. Roust Trading Limited and Mr. Roustam Tariko’s complete mailing address is 25 Belmont Hills Drive, Warwick WK 06, Bermuda.

CEDC Finance Corporation, LLC

As of February 15, 2013, CEDC owned 100% of the membership interests in CEDC Finance Corporation LLC, representing 100% of the voting securities of the CEDC Finance Corporation LLC. CEDC’s complete mailing address is Central European Distribution Corporation, 3000 Atrium Way, Suite 265, Mt. Laurel, New Jersey 08054.

CEDC International Sp. z o.o.

As of February 15, 2013, CEDC owned 2,215,625 shares of common stock of CEDC International sp. z o.o., representing 100% of the voting securities of CEDC International sp. z.o.o. CEDC’s complete mailing address is Central European Distribution Corporation, 3000 Atrium Way, Suite 265, Mt. Laurel, New Jersey 08054.

PWW sp. z o.o.

As of February 15, 2013, CEDC International sp. z.o.o. owned 12,000 shares of common stock of PWW sp. z o.o., representing 100% of the voting securities of the PWW sp. z.o.o. CEDC International sp. z.o.o.’s complete mailing address is CEDC International sp. z.o.o., ul. Kowanowska 48, 64-600 Oborniki Wielkopolskie, Poland.

Bols Hungary Beverage Import & Distribution Ltd.

As of February 15, 2013, CEDC International sp. z.o.o. owned 100% of the quota (with a value of HUF 91,240,000) of Bols Hungary Beverage Import & Distribution Ltd., representing 100% of the voting securities of Bols Hungary Beverage Import & Distribution Ltd. CEDC International sp. z.o.o.‘s complete mailing address is CEDC International sp. z.o.o., ul. Kowanowska 48, 64-600 Oborniki Wielkopolskie, Poland.

Bravo Premium LLC

As of February 15, 2013, Joint Stock Company “Russian Alcohol Group” owned 5,100 shares of common stock of Bravo Premium LLC, representing 100% of the voting securities of Bravo Premium LLC. The complete mailing address of Joint Stock Company “Russian Alcohol Group” is Joint Stock Company “Russian Alcohol Group”, Novoorlovskaya street, building 5 119633 Moscow, Russia.

Joint Stock Company Distillery Topaz

As of February 15, 2013, Joint Stock Company “Russian Alcohol Group” owned 295,440 shares of common stock of Joint Stock Company Distillery Topaz, representing 100% of the voting securities of Joint Stock Company Distillery Topaz. The complete mailing address of Joint Stock Company “Russian Alcohol Group” is Joint Stock Company “Russian Alcohol Group”, Novoorlovskaya street, building 5 119633 Moscow, Russia.

Joint Stock Company “Russian Alcohol Group”

As of February 15, 2013, Pasalba Limited owned 35,977 shares of common stock of Joint Stock Company Russian Alcohol Group, representing 99.9% of the voting securities of Joint Stock Company “Russian Alcohol Group”. Pasalba Limited’s complete mailing address is Pasalba Limited, Theklas Lysioti 35, Eagle Star House, 5th Floor, 3030 Limassol, Cyprus.

Limited Liability Company “The Trading House Russian Alcohol”

As of February 15, 2013, Joint Stock Company “Russian Alcohol Group” owned 1,010 shares of common stock of Limited Liability Company “The Trading House Russian Alcohol”, representing 100% of the voting securities of Limited Liability Company “The Trading House Russian Alcohol.” The complete mailing address of Joint Stock Company “Russian Alcohol Group” is Joint Stock Company “Russian Alcohol Group”, Novoorlovskaya street, building 5 119633 Moscow, Russia.

ZAO Sibirsky LVZ

As of February 15, 2013, Joint Stock Company “Russian Alcohol Group” owned 14,425 shares of common stock of ZAO Sibirsky LVZ, representing 100% of the voting securities of Sibirsky LVZ. The complete mailing address of Joint Stock Company “Russian Alcohol Group” is Joint Stock Company “Russian Alcohol Group”, Novoorlovskaya street, building 5 119633 Moscow, Russia.

OOO First Tula Distillery

As of February 15, 2013, Joint Stock Company “Russian Alcohol Group” owned 5,099 shares of common stock of OOO First Tula Distillery, representing 99.9% of the voting securities of OOO First Tula Distillery. The complete mailing address of Joint Stock Company “Russian Alcohol Group” is Joint Stock Corporation “Russian Alcohol Group”, Novoorlovskaya street, building 5 119633 Moscow, Russia.

Closed Joint Stock Corporation Mid-Russian Distilleries

As of February 15, 2013, Joint Stock Company “Russian Alcohol Group” owned 10,411 shares of common stock of Closed Joint Stock Company Mid-Russian Distilleries, representing 100% of the voting securities of Closed Joint Stock Company Mid-Russian Distilleries. The complete mailing address of Joint Stock Company “Russian Alcohol Group” is Joint Stock Company “Russian Alcohol Group”, Novoorlovskaya street, building 5 119633 Moscow, Russia.

OOO Glavspirttrest

As of February 15, 2013, Latchey Limited owned 260 shares of common stock of OOO Glavspirittrest, representing 100% of the voting securities of OOO Glavspirittrest. Latchey Limited’s complete mailing address is Latchey Limited, 8 Stassinos Avenue, 2nd Floor, Office 202 Photiades Business Center, 1449 Nicosia, Cyprus.

Pasalba Ltd.

As of February 15, 2013, Lion/Rally Lux 3 S.à r.l. owned 510,726 shares of common stock of Pasalba Ltd., representing 100% of the voting securities of Pasalba Limited. Lion/Rally Lux 3 S.à r.l.’s complete mailing address is Lion/Rally Lux 3 S.à r.l., 13-15 Av de la Liberté, L-1931 Luxembourg.

Lion/Rally Lux 1 S.A.

As of February 15, 2013, CEDC International sp. z.o.o. owned 5,330,805 shares of common stock of Lion/Rally Lux 1 S.A., representing 100% of the voting securities of Lion/Rally Lux 1 S.A. CEDC International sp. z.o.o.’s complete mailing address is CEDC International sp. z.o.o., ul. Kowanowska 48, 64-600 Oborniki Wielkopolskie, Poland.

Lion/Rally Lux 2 S.à r.l.

As of February 15, 2013, Lion/Rally Lux 1 S.A. owned 5,330,805 shares of common stock of Lion/Rally Lux 1 S.A., representing 100% of the voting securities of Lion/Rally Lux 2 S.à r.l. Lion/Rally Lux 1 S.A.‘s complete mailing address is Lion/Rally Lux 1 S.A., 13-15 Av de la Liberté, L-1931 Luxembourg.

Lion/Rally Lux 3 S.à r.l.

As of February 15, 2013, Lion/Rally Lux 2 S.à r.l. owned 5,330,805 shares of common stock of Lion/Rally Lux 2 S.à r.l., representing 100% of the voting securities of Lion/Rally Lux 2 S.à r.l. Lion/Rally Lux 2 S.à r.l.‘s complete mailing address is Lion/Rally Lux 2 S.à r.l., 13-15 Av de la Liberté, L-1931 Luxembourg.

Jelegat Holdings Limited

As of February 15, 2013, CEDC International sp. z.o.o. owned 1,000 shares of common stock of Jelegat Holdings Limited, representing 100% of the voting securities of Jelegat Holdings Limited. CEDC International sp. z.o.o.’s complete mailing address is CEDC International sp. z.o.o., ul. Kowanowska 48, 64-600 Oborniki Wielkopolskie, Poland.

UNDERWRITERS

6.	Underwriters

(a) Within three years prior to the date of filing this Application, no person has acted as an underwriter of any of the Applicants’ securities that are outstanding as of the date of this Application.

(b) No person is acting, or proposed to be acting, as principal underwriter of the New Notes proposed to be offered pursuant to the Indenture.

CAPITAL SECURITIES

7.	Capitalization

(a) The following table sets forth below information with respect to each class of securities of the Applicants as of February 15, 2013.


Company	Amount Authorized			Amount Outstanding
CEDC Finance Corporation International, Inc.
Common Stock		100			100
9.125% Senior Secured Notes due 2016		$380,000,000			$380,000,000
8.875% Senior Secured Notes due 2016		€430,000,000			€480,000,000
Central European Distribution Corporation
Common Stock		120,000,000			81,757,789
Preferred Stock		1,000,000			0
3.00% Convertible Notes due 2013		$300,000,000			$257,858,000
CEDC Finance Corporation, LLC(1)		100	%		100	%
CEDC International sp. z o.o		2,215,625			2,215,625
PWW sp. z o.o.		12,000			12,000
Bols Hungary Beverage Import & Distribution		HUF 91,240,000			HUF 91,240,000
Bravo Premium LLC		5,100			5,100
Joint Stock Company Distillery Topaz		295,440			295,440
Joint Stock Company “Russian Alcohol Group”		35,678			35,678
Limited Liability Company “The Trading House Russian Alcohol”		1,010			1,010
ZAO Sibirsky LVZ		14,425			14,425
OOO First Tula Distillery		5,100			5,100
Closed Joined Stock Company Mid-Russian Distilleries		10,411			10,411
OOO Glavspirttrest		260			260
Pasalba Ltd		510,726			510,726
Lion/Rally Lux 1		5,330,805			5,330,805
Lion/Rally Lux 2		5,330,805			5,330,805
Lion/Rally Lux 3		5,330,805			5,330,805
Jelegat Holdings Limited		1,000			1,000

(1)	Representing membership interests.

(b) Unless otherwise specified, (i) each of the entities listed above has issued only one class of voting securities and (ii) the holders of such securities are entitled to one vote per share on all matters presented to securities holders. Holders of preferred stock of Central European Distribution Corporation are not entitled to vote on matters voted on by stockholders, except as expressly permitted by law or as may be determined by the CEDC’s board of directors in a certificate of designations, references and rights.

INDENTURE SECURITIES

8.	Analysis of Indenture Provisions

The New Secured Notes will be issued under the Indenture to be dated as of the consummation of the Exchange Offer and entered into between the Company and the trustee thereunder (the “Trustee”). The following analysis is not a complete description of the Indenture provisions discussed and is qualified in its entirety by reference to the terms of the Indenture, a form of which is included as Exhibit T3C hereto and incorporated by reference herein. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change prior to its execution. Capitalized terms used below but not defined herein have the meanings assigned to them in the Indenture. Section references refer to sections in the Indenture unless otherwise indicated.

(a) Events of Default; Withholding of Notice

An Event of Default with respect to the Notes is defined in the Indenture as being:

(i) default for 30 days in the payment when due of interest on if any, with respect to, the Notes;

(ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(iii) failure by CEDC or any of its Significant Subsidiaries to comply with the provisions described in Section 4.20 (Merger, Consolidation or Sale of Assets);

(iv) failure by CEDC or any of its Restricted Subsidiaries for 30 days after written notice to CEDC by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in the Indenture or the Security Documents;

(v) default (after giving effect to any applicable grace period) under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which is guaranteed by CEDC or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(1) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(2) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness or the maturity of which has been so accelerated, aggregates $30.0 million or more;

(vi) failure by CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $30.0 million (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not paid, discharged or stayed for a period of 60 days;

(vii) breach by CEDC or any of its Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary) of any of its obligations under the Security Documents or the unenforceability of the Security Documents against CEDC or any of its Restricted Subsidiaries for any reason;

(viii) except as permitted by the Indenture, any Guarantee of CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary) is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary), or any person acting on behalf of any such Person, denies or disaffirms its obligations under its Guarantee;

(ix) any Intercompany Loan ceases to be in full force and effect other than in accordance with the terms of the Indenture or is declared fully or partially void in a judicial proceeding or any Intercompany Borrower asserts that any Intercompany Loan is fully or partially invalid and (y) the Guarantee of CEDC is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or CEDC, or any Person acting on behalf of CEDC, denies or disaffirms its obligations under its Guarantee; or

(x) (i) any RAG On-Loan ceases to be in full force and effect other than in accordance with the terms of this Indenture or is declared fully or partially void in a judicial proceeding or any RAG Intercompany Borrower asserts that any RAG On-Loan is fully or partially invalid, (ii) the repudiation or disaffirmation by Jelegat Holdings Limited of its obligations under any of the security documents or the determination in a judicial proceeding that any of the Security Documents is unenforceable or invalid against Jelegat Holdings Limited for any reason, (iii) any Security Document shall cease to be in full force and effect (other than in accordance with their respective terms or the terms of this Indenture), or cease to be effective in all material respects to grant the Security Agent a perfected lien on the RAG On-Loans with the priority purported to be created thereby or, (iv) the Company or Jelegat Holdings Limited amends any constitutional documents in any manner which adversely affects the enforceability, validity, perfection or priority of the Security Agent’s lien on any RAG On-Loan or which adversely affects the value of any RAG On-Loan in any material respect;

(xi) (1) CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary), pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case or proceeding, or any other case or proceeding to be adjudicated bankrupt or insolvent, or consents to the filing of a petition, application, answer or consent seeking reorganization or relief;

(B) consents to the entry of an order or decree for relief against it in an involuntary case or proceeding, or to the commencement of any bankruptcy or insolvency case or proceeding against it;

(C) consents to the appointment of, or taking possession by, a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee, sequestrator (or other similar official) of it or for any substantial part of its property;

(D) makes a general assignment for the benefit of its creditors; or

(E) admits in writing its inability to pay its debts generally as they become due; or

(2) a court of competent jurisdiction enters an order or decree under Bankruptcy Law that:

(A) is for relief against CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) in an involuntary case;

(B) adjudges CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) bankrupt or insolvent, or seeks reorganization, arrangement, adjustment or composition of or in respect to CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary);

(C) appoints a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee, sequestrator (or other similar official) of CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) or for all or substantially all of the property of CEDC of any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary); or

(D) orders the winding-up or liquidation of CEDC or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary);

and the order or decree remains unstayed and in effect for 60 consecutive days.

Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, interest, if any, of any Note, the Trustee may withhold the notice of Default or an Event of Default (except a Default in payment of principal of, premium, if any, or interest on any Note) if and for so long as the Trustee in good faith determines that it is in the best interests of the Holders to withhold such notice.

(b) Authentication and Delivery of Notes; Use of Proceeds

An Officer (whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee (or the Authenticating Agent) authenticates the Note, the Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto.

A Note shall not be valid until an authorized signatory of the Trustee, or, as the case may be, an Authenticating Agent signs (either manually or by facsimile) the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the Indenture.

There will be no proceeds from the issuance of the New Notes because the New Notes will be part of the consideration exchanged for the Senior Secured Notes.

The Indenture and the Security Documents provide that the liens on the Collateral will be released:

(i)

in connection with any sale or other disposition of Collateral if the sale or other disposition does not violate Section 4.12(a) (Asset Sales) and, if the Collateral is stock of a Guarantor, in connection with any merger, consolidation, amalgamation or other combination in which such guarantor is not the surviving corporation if the transaction does not violate Section 4.20 (Merger, Consolidation or Sale of Assets);

(ii)

if the Collateral is an asset of a Guarantor (or one of its Subsidiaries) that is to be designated as an Unrestricted Subsidiary, upon designation of the Guarantor as an Unrestricted Subsidiary in accordance with Section 4.25 (Designation of Restricted and Unrestricted Subsidiaries);

(iii)

if the Collateral is an asset of a Guarantor (or one of its Subsidiaries) that is to be released from its Guarantee pursuant to the terms of the Indenture, upon release of the Guarantor from its Guarantee;

(iv)

in accordance with the Security Documents (as in effect on the Issue Date or as amended, supplemented or otherwise modified after the Issue Date) upon the occurrence of an enforcement action;

(v)

upon legal defeasance or satisfaction and discharge of the Notes in accordance with Section 8.2 (Legal Defeasance and Discharge) or Section 8.5 (Satisfaction and Discharge of the Indenture);

(vi)

if the Collateral is a Specified Bank Account, upon the written request of CEDC, if CEDC certifies in such request that as of the last day of the then most recent fiscal quarter ending after the Issue Date, such account did not have at least $40.0 million (or, if in a currency other than U.S. dollars, the U.S. dollar equivalent thereof) in deposits; and

(vii)

as described in Article IX (Amendments, Supplements and Waiver) of the Indenture.

Upon compliance by the Company and each Guarantor with the conditions precedent required by the Indenture and the Security Documents, the relevant Security Agent shall promptly cause to be released and reconveyed to the Company and each Guarantor as appropriate any released Collateral. Prior to each proposed release, the Company must furnish to the Security Agent all certificates, opinions and documents required by the Indenture, the Security Documents and the Trust Indenture Act.

(d) Satisfaction and Discharge of the Indenture

The Indenture (and all liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment in U.S. dollars has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the defeasor, CEDC or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable government securities, or a combination of cash in dollars or non-callable government securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (c) the Company, the CEDC or any other Guarantor has paid, or caused to be paid, all sums payable under the Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under the Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Defeasor and CEDC must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

(e) Evidence Required to be Furnished by the Corporation to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture.

CEDC shall deliver to the Trustee, within 120 days after the end of each fiscal year or at any time at the request of the Trustee, an Officers’ Certificate a statement regarding compliance with all conditions and covenants under the Indenture. Upon becoming aware of, and as of such time that CEDC should reasonably have become aware of, a Default or Event of Default, the CEDC shall deliver to the Trustee promptly and in any event with 14 days of the occurrence of such Default a statement specifying such Default or Event of Default, as the case my be, their status and what action CEDC is taking or proposes to take in respect thereof.

9. Other Obligors

The following lists the name and complete mailing address of each obligor under the Indenture:

The Company’s obligations with respect to the New Secured Notes will initially be guaranteed by each of the Guarantors, all of which are subsidiaries of CEDC. The mailing address of each Applicant is set forth in Item 4 “Directors and Executive Officers.”

10.	Content of Application for Qualification. This Application for Qualification comprises:

(a) Pages numbered 1 to 33 consecutively.

(b) The statement of eligibility and qualification of the Trustee under the Indenture to be qualified on Form T-1 (filed herewith as Exhibit 25.1).

(c) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the Trustee:

List of Exhibits



Exhibit T3A.1*	—	Certificate of Incorporation of CEDC Finance Corporation International, Inc., dated November 5, 2009

Exhibit T3A.2*	—	Certificate of Amendment of Certificate of Incorporation of CEDC Finance Corporation International, Inc., dated November 23, 2009

Exhibit T3A.3*	—	Memorandum of Association of Pasalba Ltd.

Exhibit T3A.4*	—	Limited Liability Company Agreement of CEDC Finance Corporation LLC

Exhibit T3A.5*	—	Memorandum of Association of Lion/Rally Lux 1 S.A.

Exhibit T3A.6*	—	Memorandum of Association of Lion/Rally Lux 2 S.à.r.l

Exhibit T3A.7*	—	Memorandum of Association of Lion/Rally Lux 3 S.à.r.l

Exhibit T3A.8*	—	Articles of Association of CEDC International sp. z.o.o.

Exhibit T3A.9*	—	Articles of Association of PWW sp. z.o.o.

Exhibit T3A.10*	—	Charter of Joint Stock Company Distillery Topaz

Exhibit T3A.11*	—	Charter of Joint Stock Company Russian Alcohol Group

Exhibit T3A.12*	—	Charter of Limited Liability Company The Trading House Russian Alcohol

Exhibit T3A.13*	—	Articles of Association of Closed Joint Stock Company Mid-Russian Distilleries

Exhibit T3A.14*	—	Articles of Association of ZAO Sibirsky LVZ

Exhibit T3A.15*	—	Charter of OOO Glavsprittrest

Exhibit T3A.16*	—	Charter of OOO “First Tula Distilleries”

Exhibit T3A.17*	—	Charter of Bravo Premium LLC

Exhibit T3A.18*	—	Consolidated Deed of Foundation of Bols Hungary Beverage Import & Distillery Ltd.

Exhibit T3A.19*	—	Memorandum and Articles of Association of Jelegat Holdings Limited

Exhibit T3A.20	—	Amended and Restated Certificate of Incorporation of Central European Distribution Corporation (Incorporated by reference to Exhibit 3.1 to Central European Distribution Corporation’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2010)

Exhibit T3B.1*	—	Bylaws of CEDC Finance Corporation International, Inc.

Exhibit T3B.2	—	Amended and Restated Bylaws of Central European Distribution Corporation (Incorporated by reference to Exhibit 3.2 to the Central European Distribution Corporation’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2011)

Exhibit T3C*	—	Form of Indenture

Exhibit T3D	—	Not applicable

Exhibit T3E.1	—	Offering Memorandum, Consent Solicitation and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated February 25, 2013 (Incorporated by reference to Exhibit (a)(l)(i) of Central European Distribution Corporation’s Schedule TO filed with the Commission on February 25, 2013)

Exhibit T3E.2	—	Form of Letter of Transmittal to holders of 9.125% Senior Secured Notes due 2016 and 8.875% Senior Secured Notes due 2016 (included as part of Exhibit T3E.1)



Exhibit T3E.3		— Ballots (included as part of Exhibit T3E.1)

Exhibit T3F		— Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C herewith)

Exhibit 25.1*		— Statement of eligibility and qualification of the Trustee on Form T-1

*	Filed herewith.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, CEDC Finance Corporation International, Inc., a corporation organized and existing under the laws of the State of Delaware, Central European Distribution Corporation, a corporation organized and existing under the laws of the State of Delaware, CEDC Finance Corporation, LLC, a limited liability company organized and existing under the laws of the State of Delaware, CEDC International sp. z o.o, a limited liability company organized and existing under the laws of Poland, PWW sp. z o.o., a limited liability company organized and existing under the laws of Poland, Bols Hungary Beverage Import & Distribution Ltd., a limited liability company organized and existing under the laws of Hungary, Bravo Premium LLC, a limited liability company organized and existing under the laws of the Russian Federation, Joint Stock Company “Russian Alcohol Group” a joint stock company organized and existing under the laws of the Russian Federation, ZAO Sibirsky LVZ, a closed joint stock company organized and existing under the laws of the Russian Federation, OOO First Tula Distillery, a limited liability company organized and existing under the laws of the Russian Federation, Closed Joined Stock Company Mid-Russian Distilleries, a closed joint stock company organized and existing under the laws of the Russian Federation, OOO Glavspirttrest, a limited liability company organized and existing under the laws of the Russian Federation, Lion/Rally Lux 1, a corporation organized and existing under the laws of Luxembourg, Lion/Rally Lux 2, a limited liability company organized and existing under the laws of Luxembourg, Lion/Rally Lux 3, a limited liability company organized and existing under the laws of Luxembourg, Jelegat Holdings Limited, a private company limited by shares organized and existing under the laws of Cyprus, Pasalba Ltd., a private company limited by shares, organized and existing under the laws of Cyprus, each have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of London, United Kingdom, on the 25th day of February, 2013.


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ Przemyslaw Witas
Name:		Przemyslaw Witas


Attest:		/s/ Przemyslaw Witas
Name:		Przemyslaw Witas


Attest:		/s/ Laszlo Tavali
Name:		Laszlo Tavali


Attest:		David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


						LION/RALLY LUX 1 S.A.

				By:		/s/ Ryan Lee
						Name: Ryan Lee
						Title: Director

				By:		/s/ Richard Brekelmans
						Name: Richard Brekelmans
						Title: Manager


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


						LION/RALLY LUX 2 S.A.R.L.

				By:		/s/ Ryan Lee
						Name: Ryan Lee
						Title: Director

				By:		/s/ Richard Brekelmans
						Name: Richard Brekelmans
						Title: Manager


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


						LION/RALLY LUX 3 S.A.R.L.

				By:		/s/ Ryan Lee
						Name: Ryan Lee
						Title: Director

				By:		/s/ Richard Brekelmans
						Name: Richard Brekelmans
						Title: Manager


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP


Attest:		/s/ David Quartner
Name:		David Quartner
		Skadden, Arps, Slate, Meagher & Flom LLP

EX-99.T3A.1 2 d483104dex99t3a1.htm CERTIFICATE OF INCORPORATION Certificate of Incorporation

Exhibit T3A.1

CERTIFICATE OF INCORPORATION

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

THE UNDERSIGNED, in order to form a corporation (hereinafter referred to as the (“Corporation”) for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows:

1. The name of the Corporation is CEDC Finance Corporation International, Inc.

2. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware, 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business and the purpose to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the DGCL.

4. The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares of common stock, $0.01 par value per shares (the “Common Stock”).

Shares of the Common Stock may be issued from time to time as the Board of Directors of the Corporation (the “Board”) shall determine and on such terms and for such consideration as shall be fixed by the Board. The amount of the authorized Common Stock of the Corporation may be increased or decreased by the affirmative vote of the holders of a majority of the outstanding Common Stock of the Corporation entitled to vote.

5. The name and mailing address of the sole incorporator of the Corporation is as follows:

Nicholas L. Geller

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

6. Elections of directors need not be by written ballot unless required by By-Laws of the Corporation. Any director may be removed from office other with or without cause at any time by the affirmative vote of the holders of a majority of the outstanding Common Stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that purpose, or by the consent of the holders of a majority of the outstanding Common Stock of the Corporation entitled to vote, given in accordance with DGCL, Section 228.

7. In furtherance and not in limitation of the powers conferred upon the Board by law, the Board shall have the power to make, adopt, alter, amend and repeat from time to time the By-Laws of the Corporation subject to the right of the stockholders entitled to vote with respect thereto to alter, amend and repeal By-Laws made by the Board.

8. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or ommissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph (8) shall be prospective only and shall not adverly affect any right or protection of, or any limitation on the liability of, a director of the Corporation existing at, or arising out of facts or incidents occuring prior to, the effective date of such repeal or modification.

9. The Corporate shall, to the fullest external permitted by the provision of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilites, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity which holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall insure to the benefit of the heirs, executors and administration of such a person.

[Signature Page Follows]

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the provisions of the DGCL, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have executed this Certificate of Incorporation this 5^th day of November, 2009.

/s/ Nicholas L. Geller

Nicholas L. Geller

Sole Incorporator

[Signature Page to be Certificate of Incorporation of CEDC issues Corporate International Inc.]

EX-99.T3A.2 3 d483104dex99t3a2.htm CERTIFICATION OF AMENDMENT OF CERTIFICATE OF INCORPORATION Certification of Amendment of Certificate of Incorporation

Exhibit T3A.2

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

THE UNDERSIGNED President of CEDC Finance Corporation International, Inc. does hereby certify as follows:

1. The name of the corporation (hereinafter called the “Corporation”) is CEDC Finance Corporation International, Inc.

2. The Certificate desires to amend the nature of its business.

3. The Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on November 5, 2009, and is amended by deleting Article 3 and inserting in lieu thereof the following:

“3. The nature of business and the purposes to be conducted and promoted by the Corporation are (i) to conduct any lawful business, including but not limited to the granting of loans to other entities, whether related or unrelated, (ii) to promote any lawful purpose and (iii) to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.”

4. In lieu of a meeting and vote of stockholders the sole stockholder has given its written consent to the amendment of the Certificate of Incorporation herein certified in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and written notice of the adoption of the amendment has been given as provided in Section 228 to every stockholder entitled to receive notice.

5. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has duly caused its corporate seal to be hereto affixed and this Certificate of Amendment to Certificate of Incorporation to be signed by its President as of the 23^rd day of November, 2009.


CEDC Finance Corporation International, Inc.

By:		/s/ William V. Carey
Name:		William V. Carey
Title:		President

EX-99.T3A.3 4 d483104dex99t3a3.htm MEMORANDUM OF ASSOCIATION Memorandum of Association

Exhibit T3A.3

THE COMPANIES LAW (CAP. 113)

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

PASALBA LTD

THE COMPANIES LAW CAP. 113

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

PASALBA LTD

(1.) The name of the Company (hereinafter called “The Company”) is:-

PASALBA LTD

(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 the businesses or undertakings of a holding and investment company and for purposes of investment and/or for the objects of the company and the carrying on of the Company’s businesses, undertakings and activities:-

(a)

(i) To acquire for investment purposes and maintain either in the name of the Company or in the name of any other person, shares, stock, debentures, debenture stock, bonds, promissory notes, commercial or negotiable or in any way transferable instruments, liabilities and securities issued or guaranteed by any company wherever incorporated or carrying on business as well as debentures, debenture stock, bonds, promissory notes, liabilities and securities issued or guaranteed by any Government, Sovereign State, public corporation, public body or authority, independent, dependent, municipal, local or other, wherever situated.

(ii) To acquire any such shares, stock, debentures, debenture stock, bonds, promissory notes, liabilities and securities by participating in the incorporation, by contract, tender, purchase, exchange, underwriting, by participating in syndicates or otherwise and whether these are fully paid up or not and under any conditions or restrictions considered to be proper.

(iii) To exercise and give effect to all the rights and powers which arise or emanate from the ownership by the Company of any shares, stock, debentures, debenture stock, bonds, promissory notes, commercial or negotiable or in any way transferable instruments, obligations and securities, including, without prejudice to the generality of the matters aforesaid, the right to exercise all the powers of veto or control which the Company may have in consequence of its ownership of any special proportion of the issued or nominal value of the above and to exercise or render all the necessary services relating to the management, control and supervision of any company in which the Company is interested under such terms as it may approve.

(iv) To acquire for investment purposes by purchase, lease, exchange, grant, gift, assignment, possession, licence or otherwise any movable property of any kind or category and any interest, share or right in such property or in relation to such property which may be considered proper for investment.

(v) To sell, mortgage, pledge or otherwise alienate or charge (but not deal in) any shares, stock, debentures, debenture stock, bonds, promissory notes, liabilities or securities or other movable property of the Company of any kind or form including any rights or interests over any such property.

(b)

(i) To acquire by purchase, lease, exchange, grant, gift, assignment, possession, licence or otherwise any land, buildings, rights, privileges, easements over property not belonging to the Company and generally on any immovable property of whatever nature or category and any share, interest or right in such property or in connection with it as may be considered proper for investment.

(ii) To occupy, erect build, construct, elaborate divide, plant and exploit for investment purposes but not for commercial purposes land, plantations, farms, houses, buildings or other works of all kinds on any land of the Company or on any other land or property and to demolish, reconstruct, extend, alter and improve any existing houses, buildings or works and generally to improve the property of the Company.

(iii) To sell, let, mortgage dispose or otherwise alienate (but not to deal in) land, buildings and other immovable property of the Company or any such other property over which the Company may acquire any right or interest.

(iv) To establish, operate, maintain, build, construct, purchase, take on lease or otherwise acquire offices, shops, sheds, warehouses, retail stations, branches, trade centres, delivery networks, agencies and any other necessary premises or to acquire or use such premises permanently, temporarily or otherwise.

(2) To carry on all or any of the businesses or undertakings of manufacturers, industrialists, contractors, merchants (wholesale and retail), purchasers, sellers, retailers, suppliers, exporters, importers, distributors, agents, shippers, carriers, customs clearing officials, forwarders, agents of customs clearing officials and forwarders, warehousemen, makers, preparers, packers and to place orders, exchange, grant credit and generally deal in or in relation to any interests, shares, rights, goods, products, commodities, constructions, apparatus, machinery and items of any kind or category.

(3) To establish, create, carry on, promote develop, and contribute to the creation, carrying on, promotion and development of any industry, manufacture, trade, business for the rendering of services or any business or undertaking and to participate in their management, administration, supervision and control.

(4) To carry on the business of a Service Company to any person natural or legal and to render to such persons all the services assistance and facilities that will become necessary to provide or that will from time to time be deemed necessary and/or will be agreed upon between the Company and such persons.

(5) To procure services and/or assistance of any kind, type, branch and nature, to finance and/or secure and procure logistics for operation and for immediate needs and to carry on the businesses or undertakings of consultants on matters of rendering services.

(6) To engage and employ for the benefit of the Company or of third persons, to provide or secure the provision of skilled and unskilled labour for all forms of services, as well as to provide all kinds of services, including consultancy services, and to supply, train, engage and employ personnel of all kinds, as well as to provide all kinds of materials and services.

(7) To render services or assistance as agent, mediator, co-ordinator, broker and as a centre for the collection and/or gathering of information.

(8) To provide assistance, technical and scientific services or facilities to any governmental state, municipal, local, private or other authority or organisation or company or legal or natural person and to carry on undertake execute, supervise any project for the public benefit or any other project, business, undertaking or study and research, for remuneration or otherwise.

(9) To carry out financial, stock-exchange and other studies with remuneration or otherwise, for any organisation, bank, company, firm or person and to undertake and carry out, with remuneration or otherwise, on behalf of any organisation (state organisation, organisation the substantial shareholding of which is held by the government, public organisation, private organisation or other), bank, company, firm or person, studies, statistics and research and to give advice in relation to financial and stock-exchange matters as well as personnel matters, to the businesses or undertakings of any description, to the administration, grant, purchase and sale, to gather, prepare, distribute information relating to any business or undertaking and to promote, improve and to indicate methods of procedure or measures which may be deemed desirable or advantageous for the attainment of all or any of the objects of the Company.

(10) To provide, supply or to procure the provision or supply of any necessary, required or requested service or assistance of any kind or nature by and to any person, company, firm or other legal person or organization.

(11) To give advice relating to the means and methods for the expansion, development, promotion and improvement of businesses and undertakings of all kinds or descriptions carried on by any person and for the systems or methods relating to the manufacture,

storage, distribution, marketing, disposition, sale, promotion and advertisement of any interests, shares, or rights or movables, goods, products, commodities or objects or by the rendering of services of any kind or description to any person.

(12) To undertake agencies, orders and any kind of business for remuneration or on a commission basis and generally to carry on the businesses or undertakings of service consultants.

(13) To carry on the businesses or undertakings of financial representatives and consultants, trade agents business, agents, advertising agents and generally transfer agents.

(14)

(a) To exploit the experience and know-how to be obtained from the Company’s businesses or undertakings and to carry on the businesses or undertakings of consultants in businesses of the same or similar nature, to render to others technical services, to undertake technical or other studies and to render assistance of a technical nature in relation to such businesses and generally to act as consultant or adviser.

(b) The above services as managers, administrators, technical consultants or consultants shall be general or special or specialised and shall include (but shall not be restricted to) management or administration, valuations, technical services, technical studies, preliminary studies and cost studies, programming, budgetary control, financial studies, estimates, feasibility studies, quantity surveys, measurements, provision of technical, managerial financial or other advice, advice on arbitral and other disputes, opinions of all kinds as well as other services or facilities.

(15) To carry on the businesses or undertakings of agents or managers of any businesses or undertakings and to engage specialists or experts for the research and investigation of situations, the administration, the prospects, valuations and conditions of any business or undertaking and generally relating to any property or rights of any kind.

(16) To carry on the businesses of consultants on matters relating to the setting up, incorporation, organization, functioning, administration, unification, merge, receipt, acquisition, undertaking, and programming of legal persons of any kind, as well as on matters relating to the capability of legal persons to undertake, carry out, execute, promote and pursue all kinds of targets, objects, activities, projects and undertakings.

(17) To carry on the undertakings or businesses of business consultants, consultants relating to marketing, transfer agents, valuers and to act as mediator for the taking or the setting up of taking salesmen, purchasers, partners and servants.

(18) To undertake and exercise the office or offices, powers, discretion, duties and obligations of trustee, custodian trustee, executor, administrator, manager, liquidator, agent, nominee, of any person or persons or, for the benefit of any person or persons, companies, corporations, institutions, groups, societies, clubs or other.

(19) To carry on the businesses or undertakings of secretary, manager, director, managing director, governing director, administrator or representative of any company, firm, public or private organization, agency or other authority or public body or private person, of agent and consultant on matters pertaining to all kinds of management, administration, organization, and guidance of companies, firms, bodies of persons or undertakings, to carry on the business of secretaries, archivists, managers and consultants of any company, firm, organization or body of persons, to offer and render organizational assistance or advice and generally to carry on the businesses of consultants and advisers.

(20) To carry on the businesses or undertakings of insurers, brokers and insurance agents in all their branches and of advisers on questions of insurance, inspectors, valuers, assessors, appraisers and average adjusters.

(21) To organize in Cyprus or anywhere abroad and from Cyprus or from any other country or place, to carry out, organize, manage, administrate, control, follow up and generally to supervise, the activities, undertakings, businesses and acts of the Company.

(22) To enter into any transaction with any governmental, municipal, communal, or other authority or body or with any person that may be deemed necessary or conducive to the objects of the Company and to obtain, purchase, hire, take on lease, exchange from any such authority or person and to register and use any patents, brevets d’invention, trade marks, diplomas, contracts, licences, easements, rights or privileges. Furthermore, to sell, donate, let or otherwise alienate the above rights or privileges.

(23) To insure anything or any property or interest or any liability, obligation or event with any other company, firm or person against losses, damages, liabilities, obligations, events and risks of any kind.

(24) To give guarantees and to sign indemnities to or for the benefit of any person natural or legal and for the purpose of securing any sum guaranteed, to give the same charges and/or securities as the Company is empowered to give in respect of loans contracted by the Company.

(25) To lend, borrow, raise money or grant credit facilities, either acting alone or jointly or in conjunction with others, either with or without any security in such manner as the Company shall think fit and to mortgage, pledge or charge the whole or any part of the undertaking of the Company and the movable and/or immovable property and assets of the Company present or future wherever situated or any part thereof, as well as the whole or any part of the uncalled capital of the Company, so as to secure any loan or loans or part of any such loan or loans or credit facilities and to issue bonds, bills of exchange, promissory notes, debentures with or without a floating charge and debentures payable at any time and in any manner as the Company may think fit, and the whole or part of the product of any such loan or loans or credit facilities, may be wholly or partly available for the benefit or use of the Company itself or of any other company or companies, or person, or persons, or of the Company in conjunction or jointly with another company or companies and/or person or persons, or partly in one way and partly in another.

(26) To sign, issue, indorse, assign, discount and generally deal in bonds or promissory notes, bills of exchange, bills of lading, negotiable or transferable instruments or documents as well as in all kinds of commercial bonds, warrants, coupons, instruments or documents and to generally perform all acts relating either directly or indirectly, to such business and to the attainment and promotion of the objects of the Company.

(27) To acquire and undertake the whole or any part of the business or property movable or immovable as well as the liabilities of any natural or legal person carrying on or intending to carry on any business which the Company is authorised to carry on or which may be carried on in connection with the business that the Company is entitled to carry on or, which is capable of being conducted in a way that is directly or indirectly beneficial to the Company or which possesses property suitable for the purposes of the Company.

(28) To amalgamate, enter into partnership or into any arrangement for sharing of profits, merge or otherwise enter into any joint venture or co-operation with any natural or legal person which carries on or is engaged in or is interested in carrying on or in engaging in any business, work or transaction which the Company is authorised to carry on or, which can in the opinion of the Directors be carried on in conjunction with the businesses of the Company or, in a way that directly or indirectly benefits the Company.

(29) To establish or promote or with consent or otherwise contribute to the establishment or promotion of any legal person for the purpose of this person acquiring all or part of the property, rights and liabilities of the Company or for any other purpose which may in the circumstances be deemed directly or indirectly beneficial or of service to the Company and to place, guarantee, secure the disposition purchase or in any other way to acquire all or any part of the shares or securities of any such person.

(30) To distribute among its members in kind any property of the Company or any proceeds of sale or generally to dispose of any such property provided that if any such distribution amounts to a reduction of Capital it shall be made only in the manner provided by the Law from time to time.

(31) To establish and maintain or to contribute to the establishment and maintenance of any contributory or non-contributory Pension or Provident Fund or Fund for other benefits for the benefit of any persons who are or were at any time in the service of the Company or of any company which is a subsidiary of the Company or is allied to or otherwise associated with the Company or who are or were at any time Directors or Officers of the Company or of any such other subsidiary company as aforesaid, or the spouses, widows, families or in any other way dependants of any such persons or any of them and to give or in any other way contribute to the giving of donations, gratuities, pensions, grants or allowances or other assistance to any such persons.

(32) To establish, subsidise and participate in any institution, association, club or fund, calculated to be for the benefit of or to advance the interests of the Company or of any such other company as in the preceding sub-clause referred to and to make payments towards the insurance of any such persons as in the preceding sub-clause referred to and to do any of the matters herein or in the preceding sub-clause referred to either alone or in conjunction with any such other legal person as aforesaid.

(33) To make donations for charitable, therapeutic, cultural, scientific, educational, artistic, athletic, entertaining or other objects which will be considered by the Company to be of public benefit as well as to establish, manage, operate, participate in, finance, give financial or other support to any charitable, medico-pharmaceutical, philanthropic, cultural, scientific, athletic, educational, artistic, or other institutions, funds, centres, clubs or associations, which the Company may from time to time consider expedient or desirable, and to undertake, carry on, participate in association with others, finance or support by itself or under its auspices, any research, charitable, cultural, scientific, educational, artistic, athletic, entertaining or other activities including the granting, financing or supporting of scholarships or studies, as the Company may consider expedient or desirable.

(34) To pay in money or otherwise so as to acquire any rights or property and to remunerate any person either by cash payment or by the allotment of shares, debentures or other securities of the Company, credited as paid up in full or in part or otherwise.

(35) To procure the Company to be registered or recognised in any state or place abroad and to comply with any conditions or terms necessary to enable the Company to carry on any undertakings, businesses or activities in any state or place abroad as well as to establish offices, branches, warehouses, sale shops or other premises in the above states or places for the purpose of achieving the objects of the Company.

(36) To carry on and/or exercise all or any of the above matters, undertakings, acts, businesses, or powers anywhere, either acting alone or in conjunction or jointly with or in combination or in association or in co-operation with any other company, firm or person and either in the name and on account of the Company or in the name of the Company acting in conjunction or jointly or severally with the name of another, and either as agent, trustee, broker, contractor or otherwise and either directly or through agents, trustees, sub-contractors, nominees or otherwise.

(37) To do all such things generally as maybe deemed useful, conducive, expedient or profitable for the attainment, directly or indirectly, of the above objects or any of them.

And it is hereby declared that the word “COMPANY” in this clause, when not applied to this Company, as well as the words “legal person” shall be deemed to include any company or body of persons of limited liability or not or any other legal person and whether domiciled in Cyprus or abroad, and whether constituted under the Laws of Cyprus or of any other country or state or of any colony or dependency and whether existing or hereafter to be formed. And the word “person” (unless the context otherwise requires) shall be deemed to include a legal person.

And it is hereby also declared that in the interpretation of this clause the objects and powers conferred on the Company by any of the sub-clauses of this clause, shall not be restricted but shall be given the widest possible interpretation and, shall not except when the context expressly so requires, be limited by reference to or inference from the objects or powers

contained in other sub-clauses or from the terms of any other sub-clauses, or by the name of the Company None of the above sub-clauses and no object or objects or powers thereby conferred upon the Company shall be deemed subsidiary or auxiliary merely to the objects or powers conferred upon the Company by other sub-clauses, but the Company shall have full right and power to realise or aim in realising all or any of the objects and powers conferred by and/or contained in any sub-clause of this clause which shall be firstly construed independently as if each and every one of them contained the main objects of the Company and then, where necessary or expedient to give a wider interpretation to its terms, in combination with any other or others.

(4.) The liability of the members is limited.

(5.) The share capital of the Company is Five Thousand Euro (Euro 5.000) divided into Five Thousand (5.000) shares of One Euro (Euro 1) each with power of the Company to increase or reduce the said capital.

Subject and without prejudice to any special rights or privileges attached to any class of shares forming part of the Company’s capital, the rights which will be attached to any issued shares may be modified as provided in the Company’s Articles of Association as if the Company’s capital were already divided into different classes of shares and the rights attached to any class of shares were about to be modified and any of the unissued shares in the original capital and any new shares to be created from time to time may be issued with any preferred rights as regards dividend or the return of capital or both or with any privilege or advantage over any other shares previously issued or to be issued at or about the same time or with restricted or deferred rights as compared to any other shares previously issued or to be issued at or about the same time or with any special or restricted rights or without any voting right and generally on such terms and with such reservations, rights, privileges or restrictions as may from time to time be decided, subject always to the relative provisions, if any, of the Articles of Association for the time being in force and the provisions of the Companies Law for the time being in force.

We, the undersigned whose name and address is subscribed hereunder, are desirous of forming a Company in pursuance of this Memorandum of Association and we agree to take the number of shares in the capital of the Company set opposite our name.


Name, address and description of Subscriber	Number of shares taken by the Subscriber

CS ACSA SECRETARY SERVICES LIMITED Reg. No HE 161523 Theklas Lysioti 35 Eagle Star House, 5th floor 3030 Limassol Cyprus		1.000 (One Thousand	)

TOTAL		1.000 (One Thousand	)

Dated this 7th day of June, 2007

Witness of the above signature: Constantia Dionysiou

Profession: Administrator Corporate Department

Address: Vasiliou Megalou No 1, Limassol

THE COMPANIES LAW CAP. 113

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

PASALBA LTD

INTERPRETATION

In these Regulations, except where inconsistent with the subject or context hereof, the terms used in the Companies Law, Cap. 113, as such Law will apply after any possible amendments, at the date on which these Regulations shall come into force, will bear the meaning given to them in the said Law. The words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, that is -


WORDS		MEANING

The Company		PASALBA LTD

The Law		The Companies Law, Cap. 113 and any Law amending or substituted for the same.

These Regulations		These Articles of Association and any modifications or amendments which take place by virtue of a special resolution

The office		The registered office for the time being of the Company in Cyprus

Seal		The common seal of the Company

Cyprus		The Republic of Cyprus

The Directors		The Directors for the time being of the Company or the Directors who are present at a meeting of the Board of Directors which has been duly called and in which there is a quorum.

The Board of Directors		The Board of Directors of the Company

Member		Member of the Company

Month		Calendar Month

Register		The Register of Members of the Company

In Writing		In writing or in any substitute way or partly in one way and partly in the other way and includes typing, printing, lithography, photography, photocopying or any other mode or modes of reproducing words in a visible form.

Paid up		Paid up or credited as paid up.

Poll		Voting on a Poll


Proxy		Proxy

Family Company of a member		Company controlled by the member and/or its spouse and/or its relatives up to and including the second degree of kinship or by one or more of the above.

Words importing the singular only shall include the plural number and vice-versa, and

Words importing the masculine gender only shall include the feminine gender, and

Words referring to persons shall include companies, bodies corporate, with limited liability or not or other legal persons and the terms “debenture” and “debenture holder” shall include debenture stock and holders of titles of debenture stock and the term “Secretary” shall include a temporary or an assistant Secretary and any person appointed by the Directors in order to execute secretarial duties.

Any reference in these Regulations to any provision of the Law, where this accords with the text, shall be interpreted as a reference to a provision of the Law as such Law stands for the time being after any possible amendments.

2.	Part I of Table A in the First Schedule of the Companies Law shall not apply to the Company except where this is repeated and incorporated in these Regulations.

3.	The Company is a private company and accordingly:

(a)

the right to transfer shares is restricted in 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)

Company shall not have power to issue shares or share warrants to bearer.

Provided that for as long as the company functions as a private company limited by shares with one sole member:

(i) The one sole member exercises all the powers of the general meeting, by virtue of the Law, provided always that the decisions, which will be taken by this member in general meetings, will be recorded in minutes, or be drawn up in writing.

(ii) The agreements, which are concluded between the one sole member and the company, are recorded in minutes, or are drawn up in writing, unless they relate to the running affairs of the company entered into under ordinary circumstances.

(iii) The provisions of these Regulations must be read, interpreted and applied on the basis that the Company is private with a single Member and accordingly any provisions that are inconsistent with the nature of the Company as a private single-member company shall be adapted accordingly or shall be deemed as non-existent and shall be ignored.

The Directors are entitled to demand at any time and from any person who is registered in the Register of Members of the Company, to give to the Company any information (if the Directors so demand) supported by such affidavit or confession, as the Directors shall consider necessary for the purpose of ascertaining whether or not the Company is an “Exempt Private Company” within the meaning of sub-section (4) of section 123 of the Law.

5.	The Regulations set below must be read, interpreted and applied on the basis that this Company is private and therefore any provisions that are inconsistent with the nature of the Company as a private company shall be adapted accordingly or shall be deemed as non-existent and will be ignored.

SHARES

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (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 otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder, except only after a Court order by a competent Court.

Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share 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 from time to time may by ordinary resolution determine.

8.	Subject to the provisions of Regulations 47(2) and 48(1) of these Regulations, the shares shall be at the disposal of the Directors who may issue, allot, distribute and generally dispose of them to such persons at such time and under such terms, preconditions or restrictions as they may think fit.

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.

10.

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 the shares of that class) may, subject to the provisions of Section 70 of the Law, and whether or not the Company is being wound up, be varied or abolished 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 holding or representing by proxy one third of the issued shares of the class and so that any holder of shares of the class present in person or by proxy may demand a poll, and so that if at any adjourned meeting of these holders there is no quorum the shareholders that are present shall constitute a quorum.

11.	The rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) shall not be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

12.

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 lodgement 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 such amount as the Directors shall from time to time determine, for every certificate after the first. 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.

13.	When a member has sold a part of his shares that are registered in his name, he shall be entitled to receive, without payment, a certificate for the rest of his shares.

14.

If a share certificate shall be worn out, defaced, destroyed or lost, it may be replaced with a new one on payment of a fee (if any) and under such terms (if any) as to the evidence and indemnity and the payment of the out-of-pocket expenses of the Company relating to the investigation of the evidence, as the Directors shall determine.

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 ON SHARES

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 the shares registered in the name of a single person for all moneys presently payable by such person or his estate or his beneficiaries

to the Company; but the Directors may, at any time, declare any share to be wholly or partly exempt from the provisions of this Regulation. The Company’s lien, if any, on a share shall extend to all the dividends payable thereon.

17.

The Company may sell in such manner as the Directors think fit, any shares on which the Company has a lien, but no such sale shall take place 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 has been given to the registered holder for the time being of that share or to the person entitled to that share by reason of the death or bankruptcy of that holder, such written notice shall state the amount presently payable and demand the payment thereof.

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 such calls upon the members in respect of any unpaid sums on their shares (either on account of the nominal value of the shares or by way of premium) and which, according to the terms of issue, are not payable at fixed dates; and every member (provided that he receives at least fourteen days’ notice specifying the date or dates and the place of payment) shall pay the Company, at the date or dates and place so specified, the sum called on his shares. A call shall be subject to revocation or postponement as the Directors may think fit.

21.	A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed and may provide for payment by installments.

22.	The joint holders of a share shall be jointly 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 the payment thereof, the person from whom the sum is due shall pay interest on such sum from the day appointed for payment thereof to the time of actual payment, at such rate as the Directors may, from time to time, determine, but the Directors shall have power 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, either 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 the 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.

25.	The Directors may, on the issue of shares, differentiate between the holders of shares as to the number of calls to be made, as to the amount that has to be paid on every call and as to the time of payment of such calls.

26.

The Directors may, if they think fit, receive from any shareholder 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 the Directors may (until the same would, but for such advance, become payable) pay interest at such rate as may be agreed between the Directors and the member paying such sum in advance.

TRANSFER OF SHARES

27.	The instrument of transfer of any share shall be executed by or on behalf of the transferor and by or on behalf of the transferee.

28.

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 the following form or in any usual or common form or any other form which the Directors shall approve. Except where it is permitted that the instrument of transfer is only signed by or on behalf of the transferor, the same shall be signed by or on behalf of the transferor and, also, by or on behalf of the transferee:

“I, A.B. of in consideration of the sum of CY Pounds paid to me by C.D. of (hereinafter called “the said transferee”) hereby transfer to the said transferee the share(s) numbered in the undertaking called the , so that the said transferee, his executors, administrators, and assigns, shall hold the same subject to the same terms as I held the same at the time of the execution of this transfer. And I, the said transferee hereby agree to take the said share(s) subject to the conditions aforesaid.

Made and signed the day of 20

Witness to the signature of ”.

29.

Subject to the provisions of Regulations 8 and 31(1) (i) and (j) of these Regulations, the Directors may in their absolute discretion and without assigning any reason therefor refuse to register the transfer of any share or shares, whether or not it is a fully paid share. They may also refuse to register any transfer of any share on which the Company has a lien, as well as to register any transfer of any share if by any such transfer 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) exceeds fifty.

30.	No share shall be given by any member of the Company as pledge or security for any loan, debt or obligation without a permit in writing first obtained from the Directors and the

Directors shall refuse to register or recognise any pledge or security made in contravention of the provisions of this Regulation. Any pledge or security given or made in contravention of this Regulation shall be void as against the Company.

31.	(1) (a) Except as hereinafter provided, no shares in the Company shall be transferred to a non-member unless and until the rights of pre-emption, hereinafter conferred shall have been exhausted.

(b)

Every member who desires to transfer any shares (hereinafter called “the proposing transferor”) shall give to the Company notice in writing of such desire (hereinafter called “transfer notice”). A transfer notice shall necessarily mention the price which the proposed transferor determines to be the fair value, and this notice shall constitute the Company his agent for the sale of the shares to any members of the Company who desire to purchase the offered shares (hereinafter called “the buying members”) at the price determined as above, or if any one of the buying members so chooses, at the fair value so certified by the auditor of the Company (hereinafter called the “Auditor”) in accordance with sub-clause (f) below. A notice of transfer which has been given cannot be revoked unless by previous permission of the Directors.

(c)

Upon the price of the shares offered for sale being fixed, as provided under this Regulation, the Company shall be obliged to give written notice to all its members in which the number and price of the shares offered for sale shall be mentioned. In this notice, there shall also be an invitation by the Company for the members to declare in writing within twenty-eight days of the notice whether they wish to purchase any of the shares offered for sale and in case of an answer in the affirmative, the maximum number of the shares they wish to purchase.

(d)

Upon the expiration of the said twenty-eight day time limit, the Company shall allocate the shares offered for sale to the members who have expressed their desire to purchase them according to the above provisions and in case there are more than one such members, the Company shall allocate them pro rata as nearly as may be according to the number of shares in the Company which they already hold. And in case any of the buying members express the desire to purchase fewer than the shares allocated to them, but there are other members who are willing to purchase the resulting difference, the Company shall make an appropriate re-allocation of the shares offered for sale among the buying members. Provided that no member shall be obliged to take more than the maximum number of shares specified by him.

(e)

After the allocation of the shares by the Company as above, the Company shall be obliged to give notice of such allocation to the proposing transferor. He shall then be bound, upon payment to him of the fair value as determined in accordance with paragraph (b) or (f) of this Regulation, to transfer the shares to the buying members.

(f)

In case of difference between the proposing transferor and the buying members or any of them, as to the fair value of any share, the Auditor, upon an application made by any one of the interested parties, shall certify in writing the price which in his opinion constitutes the fair value and the amount so determined shall be considered to be the fair value of the shares. The Auditor, in the exercise of such power, shall be deemed to be acting as an expert and not as an arbitrator, and consequently the provisions of the Arbitration Law, CAP.4 shall not apply.

(g)

In case the proposing transferor fails to transfer the shares which he is bound by the above provisions to transfer, the Company shall proceed with the receipt of the sale price and the registration in the Register of Members of the names of the buying members as the persons entitled to the shares; the amount so received, shall be held by the Company as trustee for the proposing transferor and the receipt given by the Company for its receipt shall discharge the members completely of their obligation to pay such price; and after the entry in the Register of Members of the names of the members who bought shares under this Regulation, no dispute as to the validity of this procedure by any person shall be entertained.

(h)

In the event that the sale of all the shares offered for sale by the proposing transferor is not achieved as provided above, the proposing transferor shall be at liberty at any time during the three months following the expiry of the said period of twenty-eight days, subject to the provisions of Regulation 29, to sell and transfer any of his shares, not allocated, to any person and at any price.

(i)

Notwithstanding any of the above provisions of this paragraph, shares may be freely transferred by a member to the spouse, child or remoter issue, parent, brother, sister, son or brother in law, daughter or sister in law of that member or to a family company of the member and the shares of a deceased member may be transferred by his heirs or his personal representatives to the widow or widower, child or remoter issue, parent, brother, sister, son or brother in law, daughter or sister in law or family company of such deceased member. Shares may also be freely transferred if the member transferring them secures and delivers to the Company the written consent of the other members or their written declaration that they are not interested themselves in purchasing or acquiring the shares that the member proposes to transfer.

(j)

Notwithstanding any provisions in these Regulations to the contrary, in the case of a transfer of shares from a member to a member or from a member to a person or persons to whom the transfer of shares is freely allowed

pursuant to sub-paragraph (i) above, the approval of the transfer by the Directors of the Company shall be deemed to have been given and therefore the registration of such transfer will automatically be made without any resolution of the Directors of the Company being necessary.

(2)

Subject to the provisions of paragraph 1(g) above, no transfer of shares shall be registered except upon the previous production to the Company of a valid instrument of transfer which ought to be accompanied by the share certificate of the shares transferred as well as by such other evidence as the Directors may demand as proof of the transferor’s right to transfer such shares.

32.	In addition to any right of the Directors to refuse registering any share, they may also refuse to recognise any instrument of transfer if:

(a)

the fee which the Directors may from time to time determine is not paid to the Company in respect thereof;

(b)

the instrument of transfer is not 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 more than one class of shares.

33.	If the Directors refuse to register a transfer they shall within two months from the date on which the transfer was lodged with the Company, send to the transferee notice of their refusal

34.	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.

35.	The Company shall be entitled to charge such fee as the Directors may from time to time determine for the registration of any probate, letters of administration, certificate of death, power of attorney, or other instrument.

TRANSMISSION OF SHARES

36.

In case of the death or dissolution of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives or in the absence of such legal representatives the heirs of the deceased where he was a sole holder, or the successor or successors, in the case of a dissolved legal person, shall be the only persons recognized by the Company as having any title to or 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.

37.	Any person becoming entitled to a share in consequence of the death, or bankruptcy, or dissolution, 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 or dissolution, as the case may be.

38.

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, or dissolution, of the member had not occurred and the notice or transfer were a transfer signed by that member.

39.

A person becoming entitled to a share by reason of the death, or bankruptcy, or dissolution 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

40.

If a member fails to pay any call or instalment 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 instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with the accrued interest and any expenses incurred by the Company.

41.

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.

42.

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. Such forfeiture will include all the dividends declared in respect of the shares which have been forfeited and which have not been paid up until forfeiture.

43.	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 cancelled on such terms as the Directors think fit.

44.

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, together with interest on these sums from the date on which these became payable until payment, at such rate as the Directors may determine; 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 together with the interest provided above.

45.

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.

46.

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 the share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified

ALTERATION OF CAPITAL

47.	(1) 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.

(2) The Company may, whenever it proceeds with the increase of capital, by ordinary resolution determine the method in which these new shares, or any of them, shall be provided at par, or at a premium or (subject to the provisions of Section 56 of the Law) at a discount.

48.

(1) Subject to any direction to the contrary that may be given by the resolution sanctioning the increase of capital, according to the provisions of paragraph (2) of Regulation 47, all unissued shares of the Company (whether unissued shares within the limit of the already authorised share capital or new shares in consequence of the increase of the authorised share capital) shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notice from the Company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares held by them. The 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 have been rejected, and after the expiration of that time, or on receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the Company. Furthermore, the Directors may so dispose of any new shares which, by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares, cannot, in the opinion of the Directors, be conveniently offered under this Regulation.

(2) The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

49.	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 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.

And by special resolution:

(d)

reduce its share capital, or any capital redemption reserve fund, or any share premium account in the manner and with, and subject to, any incident authorised, and consent required, by the Law.

GENERAL MEETINGS

50.

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 be held at such time and place as the Directors shall appoint.

51.	All general meetings other than annual general meetings shall be called extraordinary general meetings.

52.

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 enough 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

53.

An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ prior notice 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 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 day and the hour of meeting and, in case of special business, the general nature of that business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, 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 so agreed:

(a)

in the case of a meeting called as the annual general meeting by all the members entitled to attend and vote thereat; and

(b)

in the case of any other meeting by a majority in number of the members having a right to attend and vote at such meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

54.	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.

55.	Each notice calling for a general meeting of the Company shall include, in a noticeable place thereof, a declaration that a member who is entitled to attend and vote he is also entitled to appoint one or more proxies to attend and vote in his place and that such proxy need not be a member.

PROCEEDINGS AT GENERAL MEETINGS

56.

All business shall be deemed special that is transacted at an extraordinary general meeting and also 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.

57.	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 a number of members present holding more than 50% of the voting power shall be a quorum.

58.	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.

59.

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, then the vice-chairman of the Board, if any, shall preside in his place. If there is no vice-chairman, or if he is also not present within the time-limit prescribed above for the chairman, or if he is unwilling to act, then, the Directors present, if any, shall elect one of their number to be chairman of the meeting; and in case where the Directors refuse to make such election, or in case where none of the Directors present is willing to preside or in case where no Director is present within fifteen minutes after the time appointed for the holding of the meeting then, the members present shall elect one of their number to be chairman of the meeting.

60.

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. Except as provided above, it shall not be necessary to give any notice for an adjournment or for the business to be transacted at an adjourned meeting.

61.	At any general meeting a 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 three 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 carried 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.

62.	Except as provided in Regulation 66, 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.

63.	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

64.

A poll demanded on the election of a chairman or on a question of adjournment 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 that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

65.

Subject to the provisions of the Law, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorized 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.

VOTES OF MEMBERS

66.	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 or by proxy shall have one vote and on a poll every member shall have one vote for each share of which he is the holder.

67.	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.

68.

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 the Court, and any such administrator, committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

69.	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.

70.

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.

71.	On a poll votes may be given either personally or by proxy.

72.

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 the officer or attorney duly authorised. A proxy need not be a member of the Company but shall have the same right to speak at the general meeting as his appointer.

73.

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 not less than 48 hours 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, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

74.	The instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

PASALBA LTD

“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 on my/our behalf at the annual*/ extraordinary* (*delete whichever is not applicable) general meeting of the Company, to be held on the day of 200 , and at any adjournment thereof.

Signed this day of 200 ”

75.	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:

PASALBA LTD

“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 on my/our behalf at the annual*/ extraordinary* (*delete whichever is not applicable) general meeting of the Company, to be held on the day of 200 , and at any adjournment thereof.

Signed this day of 200 ”

This form is to be used in favour of*/against* the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit (*Delete whichever is not desired).

76.	The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

77.	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 the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

78.

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

79.

Unless and until otherwise determined by the Company at a general meeting„ the number of Directors shall be one (1) to seven (7). The names of the first Directors shall be determined in writing by the subscribers of the Memorandum of Association or a majority of them. Until the appointment of the first Directors the subscribers of the Memorandum of Association shall exercise all the powers of the Directors.

80.

(1) The remuneration if any, of the Directors shall be determined from time to time by the Company at a general meeting or by any other agreement regarding the appointment of the Directors. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or which have been incurred by them in any other way in connection with the business of the Company.

(2) Any Director who at the Company’s request provides special services to the Company or it is necessary to travel or to remain abroad for the Company’s purposes, will receive from the Company such additional remuneration by way of salary, benefit, real expenses or in any other way as the Board will decide.

81.	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.

82.

(1) 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 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.

(2) The Directors are entitled to exercise the voting rights which are conferred on the Company by any shares which the Company has or holds in any other company or the rights which are exercised by them as Directors of such other company in such manner as regards all matters, as the Directors will deem fit (including the exercise of the voting right in favour of any resolution which appoints themselves, or some of them as Directors, or officers of such other company) and each Director will have the right to vote

in favour of the exercise of such voting rights in manner aforesaid, even if it is likely or about to happen that such Director will be appointed as a Director or officer of such other company in which event he will or is likely to have an interest in the exercise of such voting rights in manner aforesaid.

BORROWING POWERS

83.

(1) The Directors may exercise all the powers of the Company to borrow, the giving of guarantees and the charge or mortgage (in such manner and on such terms as the Directors may from time to time deem fit or expedient) the whole or part of the undertaking, movable and immovable property of the Company, present or future, including all or part of the uncalled capital of the Company, and to issue floating charges, debentures, mortgage debentures, debenture stock, promissory notes, bonds and other securities payable to bearer or otherwise and whether perpetual or redeemable or repayable and whether outright or as security for any debt, liability or obligation of the Company or of any third party.

(2) Any such floating charges, debentures, mortgage debentures, debenture stock, bonds, promissory notes or other securities may be issued at a discount, at a premium or otherwise and with such powers as to redemption, surrender, drawings, allotment of shares or other as the Directors shall think fit or expedient.

POWERS AND DUTIES OF DIRECTORS

84.

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 these Regulations, to the provisions of the Law and to such regulations, not being inconsistent with these Regulations or the provisions of the Law, 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 such regulation had not been passed.

85.

The Directors shall duly comply with the provisions of the Law and particularly with the provisions requiring the registration of particulars, mortgages and charges affecting the property of the Company or created by the Company, the keeping of a Register of Directors and Secretary, the sending to the Registrar of Companies of an annual report, notice of consolidation or increase of the share capital, copies of special and extraordinary resolutions as well as a copy of the Register of Directors and notifications of any changes therein.

86.

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys 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 powers of attorney may contain provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

87.	The Company may exercise the powers conferred by Section 36 of the Law and which concern the right of the Company to have an official seal for its use abroad, and such powers shall be exercised by the Directors.

88.	(1) A Director which in any way, directly or indirectly, has an interest in a contract or a proposed contract with the Company, shall declare the nature of his interest at a meeting of the Directors according to section 191 of the Law.

(2) Any Director or any company or firm of which a Director is a shareholder, partner or director, may contract and participate in the profits of any contract or arrangement with the Company as if he were not a Director and may retain for his own use any profits or benefits made by him under any such contract. Every Director shall also be entitled to vote on any matter concerning any such contract or arrangement notwithstanding any interest he may have therein as well as on any matter concerning his appointment with remuneration to any office or place of profit under the Company or on the regulation of the terms thereof and shall be entitled to be counted in the quorum of the Board of Directors at any meeting at which any such matter is considered.

(3) The Directors may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with the 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 office or other place of profit or as a salesman or a purchaser or in any other way, and neither any such contract, or any contract or any arrangement which has been concluded by or on behalf of the Company, to which such Director has some interest will be voidable, nor any Director who will conclude any such contract, or who will have any such interest will be under an obligation to account to the Company for any profit which he will make from any such contract, or arrangement, solely due to the fact that such Director holds the office of Director or due to the confidential nature of this office.

(4) The Directors may act by themselves or their firm in a professional capacity for the Company, so that the Director who acts in such a way 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.

89.

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.

90.	The Directors shall cause minutes to be made in books provided for this purpose with regard to the proceedings at all meetings of the Company, and of the Directors and of the Committees of Directors.

91.

The Directors may, on behalf of the Company, pay a gratuity pension or other allowance on retirement to any Director who held a salaried office or place of profit with the Company or to his widow or his dependants and may contribute to any fund or pay an additional reward for the purchase or provision of any such gratuity, pension or allowance.

92.

ALTERNATE DIRECTORS

93.

(1) Each Director may, at any time and from time to time, appoint any person approved by the Directors to act as Alternate Director in his place. Subject to the terms and conditions existing with reference to the other Directors and Alternate Directors, an Alternate Director shall exercise and discharge all the powers and duties of the Director he represents. Any Director of the Company who is appointed an Alternate Director shall be entitled to vote at any meeting of the Directors on behalf of the Director so appointing him as distinct from the vote to which he is entitled in his own capacity as a Director of the Company, but shall only be considered as one Director for the purpose of making a quorum of Directors.

(2) Every appointment, of an Alternate Director made under this Regulation shall be subject to revocation at any time by the appointing Director. Any appointment or revocation of appointment of an Alternate Director may be made by cable, telegram, radiogram, telex, telefax or in any other similar way but shall be confirmed as soon as possible by letter, but shall be effective immediately (that is even before receipt of the letter). Provided that the relevant instrument of appointment shall be forwarded to the office on time so that it is received not later than 48 hours before the first meeting of the Board is to take place at which the Alternate Director will be present. The presence of the Director who appointed the Alternate Director in any meeting of the Board, will automatically suspend, with regard to such meeting, the appointment of the Alternate Director who shall not be entitled to be present at and attend such meeting.

(3) Any instrument appointing an Alternate Director shall, as nearly as circumstances will admit, be in the following form or to the effect following:

PASALBA LTD

“I a Director of PASALBA LTD pursuance of the powers on that behalf contained in Regulation 93 of the Articles of Association of the Company, do hereby nominate and appoint of to act as Alternate Director in my place and on my behalf at any meeting of the Directors which I am unable to attend and to exercise and discharge all my powers and duties as a Director of the Company.

Such appointment shall be valid for the meeting of the Directors to be convened on 200 */for a period of days*/until it is revoked by me by my notification to the Company.*

(*Delete whichever is not applicable)

In this day of 200


(Signed)

		Director”

(4) The Director who appointed the Alternate Director will not be responsible for the acts or omissions of the Alternate Director he appointed unless, and to the degree that, he has authorised or approved the same.

DISQUALIFICATION OF DIRECTORS

94.	The office of Director shall be vacated if the Director -

(a)

becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(b)

becomes prohibited from being a Director by reason of any order made under section 180 of the Law; or

(c)

becomes of unsound mind; or

(d)

resigns his office by notice in writing to the Company.

ROTATION OF DIRECTORS

95.	The Company may from time to time by ordinary resolution increase or reduce the number of Directors, and may also determine the way of rotation and may increase or reduce the number of Directors to retire in such way.

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 but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

97.

The Company may by ordinary resolution of which special notice will have been given in accordance with Section 136 of the Law, remove any Director before the expiration of his period of office, notwithstanding, any provisions in these Regulations or any agreement between the Company and such Director. Such removal however 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.	The Company may by ordinary resolution appoint another person in place of a Director from office under the immediately preceding Regulation, and, without prejudice to the powers of

the Directors under Regulation 101, the Company in general meeting may appoint any person to be a Director either to fill a casual vacancy or as an additional Director. A person appointed in place of a Director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.

PROCEEDINGS OF DIRECTORS

99.

The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Except as otherwise provided in these Regulations questions arising at any meeting at which a quorum is present shall be decided by a majority of the Directors taking part in the vote. In case of an equality of votes the Chairman shall 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.

100.	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors on each occasion and unless so fixed it shall be the majority if the Directors are more than one and one if there is only one Director.

101.

The continuing Directors may act at any time notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the permitted minimum number of Directors which according to the provisions of these Regulations constitute a quorum for the meetings of the Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that minimum number or of summoning a general meeting of the Company, but for no other purpose.

102.

The Directors may elect a chairman and vice-chairman for the meetings and may determine the period of time for which each one of them shall hold such office; but if no chairman or vice-chairman is elected or if at any meeting of the Directors neither the chairman nor the vice-chairman is present within ten minutes after the time appointed for holding the meeting then the Directors present may choose one of their number to be chairman of such meeting.

103.	The Directors may delegate any of their powers to committees consisting of such member or members of their body as they may think fit; a committee so formed shall in the exercise of the powers so delegated to it, conform to any regulations which may be imposed on it by the Directors.

104.	The committees may elect a chairman of their meetings; if no such chairman is appointed, 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.	The committees may meet and adjourn their meetings as they may think fit. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

106.

All acts done at any meeting of the Directors or of a committee of the 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, telegram, radiotelegram, telex, telefax or other similar means by all the Directors or their Alternates, shall be as valid and binding, as it would have been if it had been passed at a meeting of the Directors which had been duly convened and held. And if it is signed as provided above, it may consist of various documents each one of which must be signed by one or more of the persons referred to above. The Directors may participate in any meeting of the Directors or any duly authorised committee by means of telephone conference or conference by similar communications equipment by means of which all persons participating in the conference can hear each other, and the participation by such means shall constitute presence in person at such meeting for which an appropriate minute shall be made.

MANAGING DIRECTOR

108.

The Directors may at any time and from time to time appoint one or more of their body to the office of Managing Director or Managing Directors or any other person or persons to the office of Manager or Managers for such a period and under such terms as they may think fit. A Director so appointed shall not, while holding that office, be subject to retirement by rotation, nor shall he be taken into account in determining the Directors who retire by rotation. However, the appointment of a Director as a Managing Director, shall be subject to determination ipso facto if he ceases for any cause to be a Director or, subject to the terms of any agreement he may enter into with the Company, if the Company at a general meeting resolves that his tenure of the office of a Managing Director be determined.

109.

A Managing Director shall be entitled to receive such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) as the Directors may from time to time determine. The remuneration to be fixed for a Director appointed to the office of Managing Director shall be independent of and in addition to that which may be fixed under Regulation 80 of these Regulations.

110.

The Directors may from time to time entrust to and confer upon the Managing Directors all or any of the powers of the Directors as they may think fit, but the exercise of any of the powers by one Managing Director shall be subject to such regulations and/or restrictions and/or limits as the Directors may from time to time make or impose, and the said powers may at any time be revoked or varied.

SECRETARY

111.	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.

112.	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.

113.	A provision of the Law or these Regulations requiring or authorising 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 SEAL

114.

The Directors shall provide for the safe custody of the seal which shall not be affixed to any instrument except pursuant to prior approval of the Directors given by their respective decision. In such a case, the seal shall be affixed in the presence of at least two Directors or of one Director and of the Secretary or of one Director and one other person as the Directors may appoint for the purpose. Provided that where there shall be only one Director, the seal may be affixed in the presence of that Director only. The Directors referred to above, or the Director and the Secretary or the person appointed by the Directors, or the only Director or the Managing Director, as the case may be, shall sign every instrument to which the seal of the Company is so affixed in their presence.

DIVIDENDS AND RESERVES

115.	The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

116.	The Directors may from time to time pay to the members interim dividends (including the fixed dividends which are payable at fixed times) on any preferential shares or other shares as appear to the Directors to be justified by the profits of the Company.

117.	No dividend shall be paid otherwise than out of profits.

118.

The Directors may 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 purposes to which the profits of the Company may be lawfully applied, and pending such application, may, at the like discretion of the Directors, 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 determine. The Directors may also, without placing the same to reserve, carry forward any profits as they may think fit to the following year instead of distributing them.

119.

Subject to the rights of any persons, if any, who are entitled to shares with special rights as to dividends, all dividends shall be declared and paid on the basis of the amounts paid or credited as paid on the shares in respect whereof the dividend is paid; but no 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 in proportion to the amounts

paid or credited as paid on the shares during the part or parts of the period in respect of which the dividend is paid; but if a share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

120.	The Directors may deduct from any dividend payable to any member, all sums of money (if any) presently payable by such member to the Company with regard to the shares of the Company.

121.	Notice for a dividend that has been declared will be given in the way hereinafter mentioned, to the persons entitled to participate in that dividend.

122.

Every general meeting at which a dividend or bonus is declared may direct that the payment of such dividend or bonus may be made wholly or partly by the distribution of specific assets of the Company and in particular of fully paid up shares, debentures or debenture stock of another company or in any one or more of such ways, and the Directors will give effect to such direction; and where any difficulty is encountered on any such distribution, the Directors may settle the same in any way they think fit, and in particular they 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 on the basis of the value so fixed for the adjustment of the rights of all the members, and may transfer any such specific assets in trustees in the way the Directors shall think fit.

123.

The dividends, interests or other moneys which are payable in cash in respect of shares, may be paid by cheque or warrant sent through the post 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 whose name appears first on the Register or to such person and at such address as the holder or joint holders may indicate in writing. Every such cheque or warrant shall be payable to the order of the person to whom it is sent. Any one of two or more joint holders may give valid receipts for any dividends, bonuses or other moneys paid in respect of the shares held by them jointly.

124.	No dividend shall bear interest as against the Company.

125.	A dividend not claimed for a period exceeding twelve years from the day it was declared, shall be subject, at any time after the expiration of this time limit, to forfeiture pursuant to a decision of the Directors.

ACCOUNTS

126.	The Directors shall cause proper books of account to be kept with respect to:

(a)

all the sums of money received and expended by the Company and the matters in respect of which such 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 of account shall not be deemed to be kept by the Company if such books of accounts are not kept as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

127.	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.

128.

The Directors may from time to time determine whether and to what extent and at what times or places and under what conditions or regulations the accounts and books of the Company, or some 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 Law or authorised by the Directors or by the Company in general meeting.

129.	The Directors shall from time to time, in accordance with sections 142,144 and 151 of the Law, cause to be prepared and be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (where necessary) and reports as referred to in those sections.

130.

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 auditor’s 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 who is registered according to Regulation 38. 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 debentures of the Company.

CAPITALISATION OF PROFITS

131.

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 alloted and distributed credited as fully paid up to and amongst such members in the proportion 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, be applied only in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares.

132.	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 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 provision 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

133.	Auditors shall be appointed and their duties regulated in accordance with sections 153 to 156 (both inclusive) of the Law.

NOTICES

134.

(1) A notice may be given by the Company to any member either by delivering it personally or by sending it by post to him or to his registered address, fax, or by special overnight courier or by dispatch by computer (e-mail) or by other similar means. Where a notice is sent by post, service of the notice shall be presumed to have been effected in the case of a notice of a general meeting at the expiration of twenty four hours after the posting of the letter containing the notice, and in every other case at the time at which the letter would be delivered in the ordinary course of post after proof that the letter containing the notice has been duly addressed to the addressee. In case the notice is sent by fax or by special overnight courier or by computer (e-mail) or by other similar means, service of it shall be deemed to have been effected at the expiration of 24 hours after it is sent.

(2) Proof that a notice has been delivered personally or that it has been posted or delivered for posting or that it has been sent to the correct address or to the correct number (of the fax or e-mail) of the person to whom it is addressed shall constitute conclusive proof that such notice was duly given. In the event of the notice having been given by fax, the signature of the sender need not be original, and in the event of the notice being dispatched by computer (e-mail) or by other similar means, it will be sufficient that the name of the sender will appear only on the printout.

135.	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.

136.

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 representatives of the deceased, or trustee of the bankrupt, or by any like description at the address, if any, within Cyprus 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.

137.	Notice of every general meeting shall be given in any manner hereinbefore authorised to -

(a)

every member who supplied to the Company an 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

No other person shall be entitled to receive notices of general meetings.

WINDING UP

138.

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 in money or in 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

139.

Every Director, Managing Director, agent, auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any 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.

140.

Every Director, Managing Director, agent, auditor, Secretary or other officer for the time being of the Company, and every employee of the Company, shall be indemnified by the Company and it shall be the duty of the Board of Directors to pay out of the funds of the Company all costs, expenses and losses which such a person may have incurred or become liable to pay by reason of any contract entered into by him in his capacity as such an officer or employee, or in respect of any transaction or act done by him in the discharge of his duties and/or powers in his capacity as such.

141.

Regardless of any provision contained in the Regulations applying to the Company, the meetings of the Directors as well as the general meetings of the Company (regular and extra-ordinary) may be convened and held either in Cyprus or abroad. In case they are convened abroad they may take place in any city or place that may be required in writing by the majority of the Directors or the members (as the case may be).


Name, address and description of subscriber

CS ACSA SECRETARY SERVICES LIMITED

Reg. No 161523

Theklas Lysioti 35,

Eagle Star House, 5th floor

Limassol 3030

Cyprus

Dated this 7th day of June, 2007

Witness of the above signature: Constantia Dionysiou

Profession: Administrator Corporate Department

Address: Vasiliou Megalou No 1, Limassol

PASALBA LTD

(the “Company”)

SPECIAL RESOLUTION

Written resolution of the sole shareholder of the Company dated

7th July, 2008

Amendment of Articles

It is unanimously resolved that the following resolution be and it is hereby approved as a special resolution:-

That the articles of association of the Company be and they are hereby amended by the addition of the following new regulations 142 and 143:-

“142. Notwithstanding any other provision in the present Regulations, the Company shall have no lien over any shares which are, at any given time, pledged in favour of a Bank as this term is defined in Regulation 143 below.

143. Notwithstanding the generality of the foregoing, or anything contained or implied in these Articles to the contrary, (i) the directors shall not decline to register any transfer of shares, (ii) the directors shall not suspend registration thereof, (ill) no member shall have any rights of pre-emption under Regulation 31 above or otherwise and (iv) the transfer of shares may be freely effected with no restrictions (a) where the transferees of such shares is a bank or financial institution or a subsidiary of a bank or financial institution (the “Bank”) to whom such shares have been pledged by way of security (the “security”) or any nominee or nominees of such Bank or any other party to which the shares are being transferred pursuant to such security, or (b) where such transfer is executed by the Bank pursuant to the power of sale under such security and (in either case) a certificate by any official of such Bank that any transfer comes within the provisions of this Regulation 143 shall be conclusive evidei of such facts.”

Paul Lamberts

Manager

Lion/Rally Lux 3 S.à.r.l.

PASALBA LTD

Written resolution of the sole shareholder of the Company dated

Increase of authorised capital

Resolved that the following resolution be and it is hereby approved as an ordinary resolution:-

That the authorised share capital of the Company be and it is hereby increased from 7,750 USD divided into 7,750 shares of 1USD to 380,087 USD divided into 380,087 shares of 1USD each by the creation of 372,337 new shares of 1USD each.

Paul Lamberts

Lion/Rally Lux 3

SPECIAL RESOLUTION SIGNED BY THE SOLE SHAREHOLDER OF PASALBA LIMITED (the “Company”) PASSED ON THE 4TH JUNE 2008 IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY

The Shareholder of the Company having fully considered the under noted matters hereby resolves as follows:

THAT the authorized capital of the Company be converted from Euro 5,000 divided into 5,000 ordinary shares of a par value Euro 1 per share to USD 7,750 divided into 7,750 ordinary shares of a par value USD 1 per share.

THAT the issued share capital of the Company tie converted from 1,000 ordinary shares of a par value Euro I per share to 1,550 ordinary shares of a par value USD 1 per share.

THAT the Secretary of the Company be and is hereby Instructed to talce all appropriate steps to implement the above Resolutions.


		Paul Lamberts
Lion/Rally Lux 3 S.r.l.
Shareholder

EX-99.T3A.4 5 d483104dex99t3a4.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit T3A.4

Amended and Restated

Limited Liability Company Agreement

CEDC Finance Corporation, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of CEDC Finance Corporation, LLC, a Delaware limited liability company (the “Company”), dated as of November 20,2009, is entered into by Central European Distribution Corporation, a Delaware corporation, as sole member (the “Member).

The Member desires to form a limited liability company pursuant to the terms and provisions of this Agreement and in accordance with the Delaware Limited Liability Company Act, 6 Del. C, § 18-101, et seq., as amended from time to time (the “Act”), and hereby agrees as follows:

ARTICLE 1. Formation and Name. The Company was formed upon the execution and filing with the Secretary of State of the State of Delaware, on August 28, 2009 (the “Formation Date”), of a Certificate of Formation. The name of the Company is “CEDC Finance Corporation, LLC” or such other name as the Member may from time to time hereafter designate in accordance herewith.

ARTICLE 2. Purpose. The propose of the Company, and the nature of the business to be conducted and promoted by the Company, is engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, advisable or incidental to the foregoing.

ARTICLE 3. Powers of the Company. Subject to any limitations set forth in this Agreement, the Company shaft have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Article 2 hereof, including without limitation the power to borrow money and issue evidences of indebtedness in furtherance of the purposes of the Company.

ARTICLE 4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The Company may also have offices at such other places within or without the State of Delaware as the Member may from time to time designate or the business of the Company may require.

ARTICLE 5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company to the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

ARTICLE 6. Term. The term of the Company shall continue until terminated as provided in Article 13 hereof.

ARTICLE 7. Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on December 31.

ARTICLE 8. Status of Company for Tax Purposes. The Company shall not, and the Member shall not permit the Company to, elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes, including without limitation by electing to treat the Company as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a) or any corresponding provision of state or local law.

ARTICLE 9. Member. The Member of the Company shall be Central European Distribution Corporation, a Delaware corporation. Its address is Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania, 19004.

ARTICLE 10. Management. Subject to the taw and conditions of this Agreement, the business and affairs of the Company shall be managed by and at the direction of the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by “managers” as defined in the Act.

ARTICLE 11. Maintenance of Books and Records. During the Term and for a period of at least four years thereafter, the Member shall keep or cause to be kept at such address as the Member shall determine full and accurate accounts of the transactions of the Company. Such books and records shall be maintained in accordance with U.S. generally accepted accounting principles, which shall be the basis for the preparation of financial reports. Such books and records shall be available, upon five business days’ notice, to the Member, for inspection and copying at reasonable times during business hours by a Member or its duly authorized agents or representatives fin any purpose reasonably related to such Member’s interest in the Company.

ARTICLE 12. Officers. The day to day functions of the Company may be performed by a person or persons appointed as an officer of the Company (an “Officer”). Each person named in this Section 12 shall be an Officer, each to hold the office listed opposite his or her name and perform the duties associated with such office until a successor shall have been named by the Member, or until his or her death, resignation or removal.


Name		Title

William Carey		President

Christopher Biedermann		Vice President

Przemyslaw Witas		Secretary

The Member, with or without cause, at any time and from time to time and for any reason, may remove any Officer and designate any other person as an Officer, to hold such office or offices as may be set forth in such designation. Any Officer may, without penalty, resign his or her position as an Officer by giving notice to the Company.

ARTICLE 13. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member, (b) the

retirement, resignation, expulsion, bankruptcy or death of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

ARTICLE 14. Capital Contribution and Ownership. The Member shall contribute $100.00 to the capital of the Company in exchange for a 100 percent ownership interest in the Company. No loan made to the Company by the Member shall constitute a capital contribution to the Company for any purpose.

ARTICLE 15. Additional Contributions. The Member is not required to make any additional capital contribution to the Company. The Member may make additional capital contributions to the Company in the form of cash, property, services or otherwise.

ARTICLE 16. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated 100 percent to the Member.

ARTICLE 17. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision in this Agreement to the contrary, neither the Company nor the Member on behalf of the Company may make a distribution to the Member on account of such Member’s interest in the Company if such distribution would violate the Act.

ARTICLE 18. Certificate. The Member’s interest may be evidenced by a certificate of the interest issued by the Company, substantially in the form attached hereto as Exhibit A.

ARTICLE 19. UCC Article 8 Election. The Member’s interest shall be security within the meaning of, and governed by, (i) Article 8 of the Delaware Uniform Commercial Code and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction. The certificate evidencing the Member’s interest shall bear a legend substantially as follows: “This certificate evidences an interest in CEDC Finance Corporation, LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation end any new certificates thereafter issued shall not bear the foregoing legend.

ARTICLE 20. Assignment and Transfer. The Member may assign or transfer in whole but not to part the Member’s interest to a single acquiror.

ARTICLE 21. Admission of Substitute Member. A person who acquires the Member’s entire interest in the Company by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

ARTICLE 22. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

ARTICLE 23. Exculpation and Indemnification.

(a)

To the fullest extent permitted by the Act and, to the extent required by the Act, the Company shall indemnify and hold harmless any person who was or is a member, officer or manager of the Company from and against any and all liability, loss suffered and expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement that may be imposed upon or incurred by him in connection with, or as a result of, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Company), in which he is or may become involved, as a party, witness or otherwise, by reason of the fact that he is or was a member, officer or manager of the Company or, while a member, officer or manager of the Company, is or was serving at the request of the Company as an officer, director, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), whether or not he continues to be such at the time such expenses and judgments, fines and amounts paid in settlement shall have been imposed or incurred. Notwithstanding the preceding sentence, however, the Company shall not be required to indemnify such a person who is or was a member, officer or manager in connection with an action, suit or proceeding (or part thereof initiated by such person unless the initiation of such action, suit or proceeding (or part thereof) by such person was specifically authorized by the Member. The right of indemnification provided under this paragraph shall inure whether or not such expenses and judgments, fines and amounts paid in settlement are imposed or incurred based on matters which antedate the adoption of this Article 21. Such right of indemnification shall continue as to a person who has ceased to be a member, officer or manager of the Company, and shall inure to the benefit of the heirs and legal representatives of such a person.

(b)

Expenses (including caused fees) incurred by a person who is or was a member, officer or manager of the Company in defending or investigating a threatened or pending action, suit or proceeding in which such person is or may become involved, as a party, witness or otherwise, by reason of the fact that he is or was a member, officer or manager of the Company or, while a member, officer or manager of the Company, is or was serving at the request of the Company as director, officer, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), shall, to the fullest extent not prohibited by law, be paid by the Company in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Article 21 or otherwise.

(c)

The rights to indemnification and advancement of expenses provided by this Article 21 stall not be deemed exclusive of any other rights which are or may be

provided now or in the future under any provision currently in effect or hereafter adopted of this Agreement, by any agreement, provision of the Certificate of Formation, by vote or resolution of members, by resolution of managers, by provision of law or otherwise.

ARTICLE 24. Amendment. Any amendment to this Agreement shell require the consent of the Member.

ARTICLE 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

ARTICLE 26. Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICTOF LAWS RULES THEREOF.

[SIGNATURE PAGE FOLLOWS]

Exhibit A

CEDC Finance Corporation, LLC

Form of Certificate of Interest

THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER, OR OTHER DISPOSITION OF SUCH INTERESTS.

THIS CERTIFICATE EVIDENCES AN INTEREST IN CEDC FINANCE CORPORATION, LLC AND SHALL BE A SECURITY FOR THE PURPOSES OP ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE.


No. 1		100% Interest

CEDC Finance Corporation, LLC

a Limited Liability Company

under the laws of the State of Delaware

Certificate of Interest

This certifies that Central European Distribution Corporation is the sole owner of a one hundred percent (100%) membership interest in CEDC Finance Corporation, LLC (the “Company”), which membership interest is subject to the terms of the Amended and Restated Limited Liability Company Agreement of CEDC Finance Corporation, LLC, dated as of November, 20, 2009, as the same may be further amended from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”).

The Certificate of Interest may be transferred by the lawful holders hereof only in accordance with the provisions of the Limited Liability Company Agreement.

IN WITNESS WHEREOF, the said Company has caused this Certificate of Interest to be signed by its duly authorized officer this 20th day of November, 2009.


CEDC Finance Corporation, LLC
By:		Central European Distribution Corporation As Sole Member

By:


Name:		William V. Carey
Title:		President and Chief Executive Officer

EX-99.T3A.5 6 d483104dex99t3a5.htm MEMORANDUM OF ASSOCIATION Memorandum of Association

Exhibit T3A.5

«Lion/Rally Lux 1»

société anonyme

Luxembourg

R.C.S. Luxembourg, section B numéro 139 056

PAGE 1

A. NAME — DURATION — PURPOSE — REGISTERED OFFICE

Art. 1. There exists a company in the form of a société anonyme, under the name of “Lion/Rally Lux 1” (the “Company”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended (the “Law”), by the present articles of incorporation, as well as by any and all shareholders’ agreement(s) between the shareholders, as such agreement(s) may from time to time be amended or replaced (such agreement or agreements being hereinafter collectively referred to as the “Shareholders’ Agreement”).

Art. 2. The Company is incorporated for an unlimited period.

Art. 3. The purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of its portfolio.

The Company may further guarantee, grant security in favour of third parties to secure its obligations or the obligations of companies in which it holds a direct or indirect participation or which form part of the same group of companies as the Company, grant loans or otherwise assist the companies in which it holds a direct or indirect participation or which form part of the same group of companies as the Company.

The Company may also guarantee, grant security in favour of third parties to secure obligations of companies which do not form part of the same group of companies as the Company, grant loans or otherwise assist companies which do not form part of the same group of companies as the Company.

The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.

The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes.

Art. 4. The registered office of the Company is established in Luxembourg, Grand-Duchy of Luxembourg. Within the same municipality, the registered office of the Company may be transferred by resolution of the board of directors or the sole director, as the case may be.

Branches or other offices may be established either in Luxembourg or abroad by resolution of the board of directors or the sole director, as the case may be.

In the event that the board of directors or the sole director, as the case may be, determines that extraordinary political, economic or social developments have occurred or are imminent, that would interfere with the normal activities of the Company at its registered office or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company.

PAGE 2

B. SHARE CAPITAL — SHARES

Art. 5.

5.1 The subscribed capital is set at five million three hundred and thirty thousand eight hundred and five US dollars (USD 5,330,805.-), represented by five million three hundred and thirty thousand eight hundred and five (5,330,805) redeemable shares with a par value of one US dollar (USD 1.-) each. The shares are redeemable shares in the sense of and under the conditions set out under article 49-8 of the Law.

5.2 In the event that any member of the group to which the Company belongs (the “Group”) enters into an agreement for the transfer of such relevant trademarks referred to in the Shareholders’ Agreement or in any other similar event as may be provided in the Shareholders’ Agreement (the “Put Option Disposal”), the Company shall notify the shareholders 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, a shareholder shall notify the Company in writing (a “Put Option Intention Notice”) if the shareholder intends to exercise its right to require that the Company purchase or redeem for cash all of the shares held by the shareholder (the “Put Option”).

5.3 The price of the shares to be redeemed by the Company on completion of the Put Option shall be fair market value (based on a normalised level of working capital). In the event that a Put Option Intention Notice is validly served by a shareholder, 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.

5.4 If, following receipt of such valuation, a shareholder intends to proceed with completion of the Put Option, the shareholder shall serve notice in writing upon the Company within 10 Business Days (meaning 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) 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.

5.5 In the event that a Put Option Exercise Notice is validly served the Company shall proceed to the share redemption conditional upon completion of the Put Option Disposal and subject to the relevant provisions of the Law.

5.6 The maximum number of shares to be purchased or redeemed by the Company following any exercise of the Put Option, if any, shall be determined in accordance with the Shareholders’ Agreement (the “Put Option Securities”).

5.7 To the extent practically possible, 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, the relevant shareholders shall be entitled to receive a sum equal to the fair market value of the Put Option Securities (as determined in accordance with the above).

PAGE 3

5.8 The authorised capital, including the issued share capital, is fixed at six hundred million US dollars (USD 600,000,000.-) consisting of six hundred million (600,000,000) shares having a par value of one US dollar (USD 1.-) per share. During the period ending on 6 May 2014, the board of directors or the sole director, as the case may be, is hereby authorized to issue shares, and to grant options to subscribe for shares, to such persons and on such terms as they shall see fit, and specifically to proceed to such issue without reserving for the existing shareholders a preferential right to subscribe to the shares issued.

5.9 The subscribed capital and the authorised capital of the Company may be increased or reduced by a resolution of the shareholders or the sole shareholder, as the case may be, adopted in the manner required for amendment of these articles of incorporation.

Art. 6. The Company may have one or several shareholders. The death, bankruptcy, insolvency or dissolution of the sole shareholder (or any other shareholder) shall not cause the dissolution of the Company.

Art. 7. The shares of the Company are in registered form. A register of registered shares will be kept at the registered office, where it will be available for inspection by any shareholder. This register will contain all the Information required by article 39 of the law of 10 August 1915 concerning commercial companies, as amended. Ownership of registered shares will be established by inscription in the said register. Certificates of such registration may be issued and signed by any director or the sole director, as the case may be.

The Company will recognize only one holder per share; in case a share is held by more than one person, the persons claiming ownership of the share will have to appoint one sole proxy to represent the share in relation to the Company. The Company has the right to suspend the exercise of all rights attached to that share until one person has been designated as the sole owner in relation to the Company.

Art. 8. No shareholder may, directly or indirectly, transfer its shares or the legal or beneficial interest therein, except as permitted under the Shareholders’ Agreement.

The Company will only recognize a transferee of shares in the Company as the owner of such shares and such transferee may only exercise the rights attached to such shares, if such transfer is in compliance with and if the transferee has expressly agreed to be bound by the Shareholders’ Agreement.

C. GENERAL MEETINGS OF SHAREHOLDERS —

RESOLUTIONS OF THE SOLE SHAREHOLDER

Art. 9. Any regularly constituted meeting of shareholders of the Company shall represent the entire body of shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to the operations of the Company.

If the Company has only a sole shareholder, such shareholder shall exercise the powers of the general meeting of shareholders and act accordingly. Written record is kept of the resolutions of the sole shareholder.

PAGE 4

The general meeting is convened by the board of directors or the sole director, as the case may be. It shall also be convened upon request of shareholders representing at least ten percent (10%) of the Company’s share capital. Further, shareholders representing at least ten percent (10%) of the Company’s share capital may request the adjunction of one or several items to the agenda of any general meeting of shareholders. Such request must be addressed to the Company’s registered office by registered mail at least five (5) days before the date of the meeting.

If all of the shareholders are present or represented at a meeting of shareholders, and if they state that they have been duly informed of the agenda of the meeting, the meeting may be held without prior notice or publication.

Art. 10. The annual general meeting of shareholders shall be held in Luxembourg at the registered office of the Company, or at such other place in Luxembourg as may be specified in the notice of meeting, on the first Tuesday of June at 15.00 o’clock. If such day is a legal holiday, the annual general meeting shall be held on the next following business day. Other meetings of shareholders may be held at such place and time as may be specified in the respective notices of meeting.

The quorum and time limits required by law shall govern the convening notices and the conduct of the meetings of shareholders of the Company, unless otherwise provided herein.

Shareholders taking part in a meeting through video-conference or through other means of communication allowing their identification are deemed to be present for the computation of the quorums and votes. The means of communication used must allow all the persons taking part in the meeting to hear one another on a continuous basis and must allow an effective participation of all such persons in the meeting.

Each share is entitled to one vote. A shareholder may act at any meeting of shareholders by appointing another person as his proxy in writing, cable, telegram, telex, facsimile, e-mail or any other similar means of communication.

Except as otherwise required by law, resolutions at a meeting of shareholders duly convened will be adopted at a simple majority of the shareholders present or represented.

The board of directors or the sole director, as the case may be may determine all other conditions that must be fulfilled by shareholders for them to take part in any meeting of shareholders.

D. BOARD OF DIRECTORS

Art. 11. The Company shall be managed by a board of directors composed of three members at least who need not be shareholders of the Company. However, if the Company is incorporated by a sole shareholder or if it is acknowledged at a shareholders’ meeting that all the shares issued by the Company are held by a sole shareholder, the Company may be managed by a sole director until the first ordinary general meeting of shareholders following the moment where the Company has discovered that its shares are held by more than one shareholder. The director(s) shall be elected by the general meeting of shareholders or the sole shareholder, as the case may be, which shall determine their number, remuneration and term of office. The term of the office of a director may not exceed six years and each director shall hold office until his successor is elected. The shareholders may decide that the directors shall be named “Director A”, “Director B” or “Director C”.

PAGE 5

The directors, or the sole director, as the case may be, are elected by a simple majority vote of the shares present or represented.

Any director may be removed at any moment with or without cause by the general meeting of shareholders at a simple majority vote of the shares present or represented. Directors, or the sole director, as the case may be, may be re-elected for successive terms. The appointment and removal of the directors is further subject to the terms of the Shareholders’ Agreement.

If a legal entity is appointed as director of the Company, such legal entity must designate a permanent representative who shall perform this role in the name and on behalf of the legal entity. The relevant legal entity may only remove its permanent representative if it appoints his successor at the same time.

In the event of a vacancy in the office of a director because of death, retirement or otherwise, this vacancy may be filled out on a temporary basis until the next meeting of shareholders, in compliance with the applicable legal provisions.

Art. 12. The board of directors elects among its members a chairman, and may choose from among its members a vice-chairman. It may also choose a secretary, who need not be a director, and who shall be responsible for keeping the minutes of the meetings of the board of directors and of the shareholders or the written resolutions of the sole shareholder and/or the sole director, as the case may be.

The board of directors shall meet at least once every three months (except as otherwise agreed by the directors), upon call by the chairman, or of two directors, at the place indicated in the notice of meeting. The meetings of the board of directors shall be held at the registered office of the Company unless otherwise indicated in the notice of meeting.

The chairman shall preside at all meetings of shareholders and of the board of directors, but in his absence, the shareholders or the board of directors may appoint another director as chairman pro tempore by vote of the majority present at any such meeting.

Written notice of any meeting of the board of directors must be given to directors at least ten (10) Business Days in advance of the date scheduled for the meeting, except in case of emergency, in which case the nature and the motives of the emergency shall be mentioned in the notice. This notice may be omitted in case of assent of each director in writing, by cable, telegram, telex, facsimile, e-mail or any other similar means of communication. A special convening notice will not be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of directors.

No notice shall be required in case all the members of the board of directors are present or represented at a meeting of such board of directors or in the case of resolutions in writing approved and signed by all the members of the board of directors.

Any director may act at any meeting of the board of directors by appointing another director as his proxy in writing, or by cable, telegram, telex, facsimile, e-mail or any other similar means of communication. A director may represent one or more of his colleagues.

PAGE 6

Any director may participate in any meeting of the board of directors by conference-call or video-conference or by other similar means of communication allowing all the persons taking part in the meeting (i) to hear the other participating directors and (ii) to address each of the other participating directors simultaneously. The participation in a meeting by these means is equivalent to a participation in person at such meeting. 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.

Meetings of the board of directors may also be held by conference-call or video conference or by any other telecommunication means, allowing all persons participating at such meeting to hear one another.

The board of directors can deliberate or act validly only if at least two directors, among which one Director A and one Director B must be included at all times, are present or represented at a meeting of the board of directors. Notwithstanding the foregoing, no quorum shall be present unless the majority of directors at the meeting are non-UK tax residents.

Decisions shall be taken by a majority vote of the directors present or represented at such meeting and, in the case of equality of votes, no director, including without limitation the chairman, shall have a casting vote.

The board of directors may, unanimously, pass resolutions by circular means when expressing its approval in writing, by cable, telegram, telex, facsimile, e-mail or any other similar means of communication. The entirety will form the minutes giving evidence of the passing of the resolution.

Art. 13. The minutes of any meeting of the board of directors shall be signed by the chairman or, in his absence, by the vice-chairman, or by two directors. Copies or excerpts of such minutes, which may be produced in judicial proceedings or otherwise, shall be signed by the chairman, or by two directors or by any person duly appointed to that effect by the board of directors.

Art. 14. The board of directors or the sole director, as the case may be, is vested with the broadest powers to perform all acts of administration and disposition in the Company’s interests. All powers not expressly reserved by law or by these articles of incorporation to the general meeting of shareholders or a resolution of the sole shareholder, as the case may be, fall within the competence of the board of directors.

According to article 60 of the law of August 10, 1915 concerning commercial companies, as amended, the daily management of the Company as well as the representation of the Company in relation with this management may be delegated to one or more directors, officers, managers or other agents, shareholder or not, acting alone or jointly. Their nomination, revocation and powers shall be determined by a resolution of the board of directors or the sole director, as the case may be.

The Company may also grant special powers by notarised proxy or private instrument.

Art. 15. The Company will be bound in all circumstances by the signature of the sole director or, if there is more than one, by the joint signature of any Director A together with any Director B, and in all cases by the signature of any person(s) to whom such signatory power shall be delegated by the sole director or the board of directors, or by the Company.

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E. SUPERVISION OF THE COMPANY

Art. 16. The operations of the Company shall be supervised by one or several statutory auditors, which may be shareholders or not. The general meeting of shareholders shall appoint the statutory auditors, and shall determine their number, remuneration and term of office, which may not exceed six years.

The institution of statutory auditor will be suppressed and one or more independent auditors, chosen among the members of the institut des réviseurs d’entreprises will be designated by the general meeting, which fixes the duration of their office if the Company meets the criteria determined by article 35 for a period as determined by article 36 of the law of 19 December 2002 concerning the register of commerce and companies and the accounting and annual accounts of undertakings.

F. FINANCIAL YEAR — PROFITS

Art. 17. The accounting year of the Company shall begin on 1 January of each year and shall end on 31 December of the same year.

Art. 18. From the annual net profits of the Company, five per cent (5 %) shall be allocated to the legal reserve. This allocation shall cease to be mandatory as soon and as long as such reserve amounts to ten per cent (10%) of the subscribed capital of the Company, as stated in article 5 hereof or as increased or reduced from time to time as provided in article 5 hereof.

The general meeting of shareholders or the sole shareholder, as the case may be, upon recommendation of the sole director or the board of directors, will determine how the remainder of the annual net profits will be disposed of, subject to the provisions of the Shareholders’ Agreement. Interim dividends may be distributed by the sole director or the board of directors in compliance with the conditions provided for by law.

G. LIQUIDATION

Art. 19. In the event of dissolution of the Company, the liquidation shall be carried out by one or several liquidators, who may be physical persons or legal entities, appointed by the sole shareholder or the general meeting of shareholders, as the case may be, deciding such dissolution and which shall determine their powers and their compensation. Unless otherwise provided, the liquidators shall have the most extensive powers for the realisation of the assets and payment of the liabilities of the Company.

The surplus resulting from the realisation of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the shares of the Company held by them, subject to the provisions of the Shareholders’ Agreement.

H. AMENDMENT OF THE ARTICLES OF INCORPORATION

Art. 20. These articles of incorporation may be amended by a resolution of the general meeting of shareholders adopted under the conditions of quorum provided for in article 67-1 of the law of 10 August 1915 concerning commercial companies, as amended.

PAGE 8

I. FINAL CLAUSE — APPLICABLE LAW

Art. 21. All matters not governed by these articles of incorporation shall be determined in accordance with the law of 10 August 1915 concerning commercial companies, as amended.

PAGE 9

EX-99.T3A.6 7 d483104dex99t3a6.htm MEMORANDUM OF ASSOCIATION Memorandum of Association

Exhibit T3A.6

«Lion/Rally Lux 2»

société à responsabilité limitée

Luxembourg

R.C.S. Luxembourg, section B numéro 139 055

PAGE 1

A. PURPOSE – DURATION – NAME – REGISTERED OFFICE

Art. 1. There exists a private limited liability company (société à responsabilité limitée) under the name of “Lion/Rally Lux 2” (hereinafter the “Company”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended (the “Law”), as well as by the present articles of association.

Art.2. The purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of its portfolio.

The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.

The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes.

Art. 3. The Company is incorporated for an unlimited period.

Art. 4. The registered office of the Company is established in the city of Luxembourg, Grand-Duchy of Luxembourg. The registered office may be transferred within the same municipality by decision of the manager or, in case of several managers, of the board of managers.

Branches or other offices may be established either in the Grand-Duchy of Luxembourg or abroad by resolution of the manager or, in case of several managers, by the board of managers.

In the event that the manager or the board of managers determines that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company.

PAGE 2

B. SHARE CAPITAL – SHARES

Art. 5. The Company’s share capital is set at five million three hundred and thirty thousand eight hundred and five US dollars (USD 5,330,805.-), represented by five million three hundred and thirty thousand eight hundred and five (5,330,805) shares with a par value of one US dollar (USD 1.-) each.

Each share is entitled to one vote at ordinary and extraordinary general meetings of shareholders.

Art. 6. The share capital may be modified at any time by approval of (i) a majority of shareholders (ii) representing three quarters of the share capital at least in accordance with the provisions of the Law.

Art. 7. The Company will recognize only one holder per share. Joint co-owners shall appoint a single representative who shall represent them towards the Company.

Art. 8. The Company’s shares are freely transferable among shareholders. Any inter vivos transfer to a new shareholder is subject to the approval of such transfer given by shareholders representing three quarters of the share capital.

In the event of death, the shares of the deceased shareholder may only be transferred to new shareholders subject to the approval of such transfer given by the owners of shares representing three quarters of the rights of the survivors, subject to and in accordance with the Law. Such approval is, however, not required in case the shares are transferred either to parents, descendants or the surviving spouse.

The Company may have one or several shareholders, with a maximum number of forty (40), unless otherwise provided by law.

Art. 9. The death, suspension of civil rights, dissolution, bankruptcy or insolvency of any of the shareholders will not cause the dissolution of the Company.

C. MANAGEMENT

Art. 10. The Company is managed by one or several managers, who need not be shareholders. In the case of several managers, the sole shareholder, or as the case may be, the shareholders, may decide that they shall be named “Manager A” or “Manager B”.

In dealing with third parties, the manager, or in case of several managers, the board of managers has extensive powers to act in the name of the Company in all circumstances and to authorise all acts and operations consistent with the Company’s purpose. The managers are appointed by the sole shareholder, or as the case may be, the shareholders, who fix(es) the term of their office. They may be dismissed freely at any time by the sole shareholder, or as the case may be, the shareholders.

The Company will be bound in all circumstances by the signature of the sole manager or, if there is more than one manager, by the joint signature of any Manager A together with any Manager B.

Art. 11. In case of several managers, the Company is managed by a board of managers which may choose from among its members a chairman, and, as the case may be, a vice-chairman. It may also choose a secretary, who need not be a manager and who shall be responsible for keeping the minutes of the meetings of the board of managers.

PAGE 3

The board of managers shall meet upon call by the chairman, or two managers, at the place indicated in the notice of meeting. The meetings of the board of managers shall be held at the registered office of the Company unless otherwise indicated in the notice of meeting. The chairman shall preside at meetings of the board of managers, but in his absence, the board of managers may appoint another manager as chairman pro tempore by vote of the majority present at any such meeting.

Written notice of any meeting of the board of managers must be given to the managers at least ten (10) business days (meaning a day (other than a Saturday, 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) in advance of the date foreseen for the meeting, except in case of emergency, in which case the nature and the motives of the emergency shall be mentioned in the notice. This notice may be waived by consent in writing, by facsimile, e-mail or any other similar means of communication. A separate notice will not be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of managers.

No notice shall be required in case all the members of the board of managers are present or represented at a meeting of such board of managers or in the case of resolutions in writing approved and signed by all the members of the board of managers.

Any manager may act at any meeting of the board of managers by appointing in writing or by facsimile, e-mail or any other similar means of communication another manager as his proxy. A manager may represent more than one of his colleagues.

Any manager may participate in any meeting of the board of managers by conference-call, videoconference or by other similar means of communication allowing each person taking part in the meeting (i) to hear the other participating managers and (ii) to address each of the other participating managers simultaneously. The participation in a meeting by these means is equivalent to a participation in person at such meeting. A meeting held in this way shall be deemed to take place at the place where the largest group of managers 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.

The board of managers can deliberate or act validly only if at least one Manager A and one Manager B are present or represented at a meeting of the board of managers. Notwithstanding the foregoing, no quorum shall be present unless the majority of managers at the meeting are non-UK tax residents. Decisions shall be taken by a majority of votes of the managers present or represented at such meeting and in the case of equality of votes, no manager, including without limitation the chairman, shall have a casting vote. A manager shall not be entitled to vote at any meeting of the board of managers 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 and subject to the requirements of Luxembourg law.

The board of managers may, unanimously, pass resolutions by circular means when expressing its approval in writing, by facsimile, e-mail or any other similar means of communication. The entirety will form the minutes giving evidence of the resolution.

PAGE 4

Art. 12. The minutes of any meeting of the board of managers shall be signed by the chairman or, in his absence, by the vice-chairman, or by two managers. Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the chairman or by two managers or by any person duly appointed to that effect by the board of managers. There shall be given to each manager the minutes of every meeting of the board of managers as soon as reasonably practicable.

Art. 13. The death or resignation of a manager, for any reason whatsoever, shall not cause the dissolution of the Company.

Art. 14. The managers do not assume, by reason of their position, any personal liability in relation to commitments regularly made by them in the name of the Company. They are authorised agents only and are therefore merely responsible for the execution of their mandate.

Art. 15. The manager or, in case of several managers, the board of managers may decide to pay interim dividends on the basis of a statement of accounts prepared by the manager or the board of managers showing that sufficient funds are available for distribution, it being understood that the amount to be distributed may not exceed realized profits since the end of the last financial year, increased by carried forward profits and distributable reserves, but decreased by carried forward losses and sums to be allocated to a reserve to be established by law or by these articles of association.

D. DECISIONS OF THE SOLE SHAREHOLDER –

COLLECTIVE DECISIONS OF THE SHAREHOLDERS

Art. 16. Each shareholder may participate in collective decisions irrespective of the number of shares which he owns. Each shareholder is entitled to as many votes as he holds or represents shares.

Art. 17. The general meeting of shareholders is vested with the powers expressly reserved to it by law and by these articles of association. Save a higher majority as provided herein, collective decisions are only validly taken in so far as they are adopted by shareholders owning more than half of the share capital.

The shareholders may not change the nationality of the Company otherwise than by unanimous consent. Any other amendment of the articles of association requires the approval of (i) a majority of shareholders (ii) representing three quarters of the share capital at least.

Art. 18. In the case of a sole shareholder, such shareholder exercises the powers granted to the general meeting of shareholders under the provisions of section XII of the Law. In such case, any reference made herein to the “general meeting of shareholders” shall be construed as a reference to the sole shareholder, depending on the context and as applicable, and powers conferred upon the general meeting of shareholders shall be exercised by the sole shareholder.

E. FINANCIAL YEAR – ANNUAL ACCOUNTS –

DISTRIBUTION OF PROFITS

Art. 19. The Company’s financial year commences on 1st January and ends on 31st December of the same year.

PAGE 5

Art. 20. Each year on 31^st December, the accounts are closed and the manager(s) prepare(s) an inventory including an indication of the value of the Company’s assets and liabilities. Each shareholder may inspect the above inventory and balance sheet at the Company’s registered office.

Art. 21. Each year, five per cent (5%) of the net profit is set aside for the establishment of a statutory reserve, until such reserve amounts to ten per cent (10%) of the share capital. The balance may be freely used by the shareholders.

F. DISSOLUTION – LIQUIDATION

Art. 22. In the event of dissolution of the Company, the Company shall be liquidated by one or more liquidators, who need not be shareholders, and which are appointed by the general meeting of shareholders which will determine their powers and fees. Unless otherwise provided, the liquidators shall have the most extensive powers for the realisation of the assets and payment of the liabilities of the Company.

The surplus resulting from the realisation of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the shares of the Company held by them.

Art. 23. All matters not governed by these articles of association shall be determined in accordance with the Law.

PAGE 6

EX-99.T3A.7 8 d483104dex99t3a7.htm MEMORANDUM OF ASSOCIATION Memorandum of Association

Exhibit T3A.7

«Lion/Rally Lux 3»

société à responsabilité limitée

Luxembourg

R.C.S. Luxembourg, section B numéro 139 054

PAGE 1

A.	PURPOSE — DURATION — NAME — REGISTERED OFFICE

Art. 1. There exists a private limited liability company (société à responsabilité limitée) under the name of “Lion/Rally Lux 3” (hereinafter the “Company”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended (the “Law”), as well as by the present articles of association.

Art. 2. The purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and any other form of Investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of its portfolio.

The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.

The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes.

Art. 3. The Company is incorporated for an unlimited period.

Branches or other offices may be established either in the Grand-Duchy of Luxembourg or abroad by resolution of the manager or, in case of several managers, by the board of managers.

PAGE 2

B.	SHARE CAPITAL — SHARES

Art. 5. The Company’s share capital is set at five million three hundred and thirty thousand eight hundred and five US dollars (USD 5,330,805), represented by five million three hundred and thirty thousand eight hundred and five (5,330,805) shares with a par value of one US dollar (USD 1.) each.

Each share is entitled to one vote at ordinary and extraordinary general meetings of shareholders.

Art. 7. The Company will recognize only one holder per share. Joint co-owners shall appoint a single representative who shall represent them towards the Company.

The Company may have one or several shareholders, with a maximum number of forty (40), unless otherwise provided by law.

Art. 9. The death, suspension of civil rights, dissolution, bankruptcy or insolvency of any of the shareholders will not cause the dissolution of the Company.

C.	MANAGEMENT

The Company will be bound in all circumstances by the signature of the sole manager or, if there is more than one manager, by the joint signature of any Manager A together with any Manager B.

PAGE 3

PAGE 4

Art. 13. The death or resignation of a manager, for any reason whatsoever, shall not cause the dissolution of the Company.

D.	DECISIONS OF THE SOLE SHAREHOLDER —

COLLECTIVE DECISIONS OF THE SHAREHOLDERS

E.	FINANCIAL YEAR — ANNUAL ACCOUNTS — DISTRIBUTION OF PROFITS

Art. 19. The Company’s financial year commences on 1^st January and ends on 31^st December of the same year.

PAGE 5

F.	DISSOLUTION — LIQUIDATION

The surplus resulting from the realisation of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the shares of the Company held by them.

Art. 23. All matters not governed by these articles of association shall be determined in accordance with the Law.

PAGE 6

EX-99.T3A.8 9 d483104dex99t3a8.htm ARTICLES OF ASSOCIATION Articles of Association

Exhibit T3A.8

ARTICLES OF ASSOCIATION of a

Limited Liability Company

§1

The Applicant, Jeffrey Peterson, declares that, acting in accordance with authority granted by the President of a Foreign Investment Agency of 25 June 1990, No. BI-IV-TB 1565/90, he hereby incorporates a sole member limited liability company hereinafter referred to as the Company whose objective is to run a business activity.

§2

The name of the Company is “Carey Agri International-Poland Limited Liability Company”. The Company may use an abbreviated name “Carey A.J. Poland Sp. z o.o.” or “Carey Agri International-Poland Sp. z o.o.” or its counterparts in foreign languages.

§3

Warsaw is the place of the Company’s registered office.

§4

The term of the Company’s life is perpetual.

§5

The Company runs business in the Republic of Poland and abroad.

§6

The Company’s business is to be engaged in:

01.61.Z - Services supporting plant production,

01.63.Z - Post-harvesting services,

01.64.Z - Processing of seeds for the purpose of plant propagation,

10.3 - Processing and preserving of fruit and vegetables,

01.62.Z - Services supporting the raising and breeding of farm animals,

01.4 - Raising and breeding of animals,

46.11.Z - Activities of agents dealing with the sales of harvest, live animals, raw materials for the textiles industry and semi-finished goods,

46.17.Z - Activities of agents dealing with the sales of food, beverages and tobacco products,

46.19.Z - Activities of agents dealing with the sales of different types of goods,

46.3 - Wholesale of food, beverages and tobacco products,

46.34.A - Wholesale of alcoholic beverages,

46.34.B - Wholesale of non-alcoholic beverages,

47.1 - Retail in non-specialised shops,

47.11.Z - Retail in non-specialised shops with the majority of articles being food, beverages and tobacco products,

47.2 - Retail of food, beverages and tobacco products in specialised shops,

47.25.Z - Retail of alcoholic and non-alcoholic beverages in specialised shops,

56.10 - Restaurants and other catering businesses

56.30.Z - Preparing and serving beverages,

56.2 - Preparing food for external customers (catering) and other catering services,

73.1 - Advertising,

82.9 - Commercial activities not classified elsewhere,

52.10 - Storage of goods

46.7 - Other specialised wholesale,

46.90.Z - Non-specialised wholesale

47.74.Z - Retail of medical products, excluding orthopaedic products, in specialised shops.

§7

The share capital comprise PLN 506,040,500.00 (five hundred and six million forty thousand and five hundred) divided into 1,012,081 (one million twelve thousand and eighty-one) equal and indivisible shares of the nominal value of PLN 500.00 (five hundred) each.

All shares were paid up by the Central European Distribution Corporation Inc. by cash and non-cash assets. The following shares of the Company were paid up by non-cash assets as follows:

(i)	368,731 (three hundred and sixty-eight thousand seven hundred and thirty-one) shares with the total nominal value of PLN 184,365,500.00 ( one hundred and eighty-four million three hundred and sixty-five thousand five hundred) were paid up by non-cash assets in the form of 1,886 (one thousand eight

hundred and eighty-six) shares of total nominal value of EUR 1,886,000 with full value of PLN 397,421,959.11 (three hundred and ninety-seven million four hundred and twenty-one thousand nine hundred and fifty-nine 11/100) in Botapol Holding B.V. with its registered office in Zoetermeer in the Netherlands;

(ii)

220 (two hundred and twenty) shares of total nominal value of PLN 110,000.00 ( one hundred and ten thousand) were paid up by non-cash assets in the form of 119 (one hundred and nineteen) shares of the total nominal value of PLN 59,500.00 (fifty-nine thousand five hundred) of PWW Limited Liability Company with its registered office at ul. Bokserska 66a, 02-690 Warsaw, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 22968 and in the form of 101 (one hundred and one) shares of the total nominal value of PLN 50,500.00 (fifty thousand five hundred) of CEDC Poland Limited Liability Company with its registered office at ul. Bokserska 66a, 02-690 Warsaw, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 287947;

(iii)

3,350 (three thousand three hundred and fifty) shares of the total nominal value of PLN 1,675,000.00 (one million six hundred and seventy-five thousand) were paid up by non-cash assets in the form of:

12 (twelve) shares of the total nominal value of PLN 6,000.00 (six thousand) of ASTOR Limited Liability Company with its registered office at 10-419 Olsztyn, ul. Żelazna 4 registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000035560 (Company’s documentation is stored at the District Court in Olsztyn, 8^th Economic Division of the National Court Register); and

659 (six hundred and fifty-nine) shares of the total nominal value of PLN 329,500.00 (three hundred and twenty-nine thousand five hundred) of DAKO-GALANT Przedsiębiorstwo Handlowo Produkcyjne Limited Liability Company with its registered office at 73-110 Stargard Szczeciński, ul. Grunwaldzka 3, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000035408 (Company’s documentation is stored at the District Court in Szczecin, 17^th Economic Division of the National Court Register); and

308 (three hundred and eight) shares of the total nominal value of PLN 154,000.00 (one hundred and fifty-four thousand) of DELIKATES Limited Liability Company with its registered office at 62-510 Konin, ul. Zakładowa 11, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000108575 (Company’s documentation is stored at the District Court Poznań-Nowe Miasto and Wilda, 9^th Economic Division of the National Court Register, NIP (tax ID) 777-26-25-726; and

30 (thirty) shares of the total nominal value of PLN 15,000.00 (fifteen thousand) of MIRO Limited Liability Company with its registered office at 57-200 Ząbkowice Śląskie, ul. Jasna 42, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000065440 (Company’s documentation is stored at the District Court for Wrocław-Fabryczna in Wrocław, 9^th Economic Division of the National Court Register); and

227 (two hundred and twenty-seven) shares of the total nominal value of PLN 113,500.00 (one hundred and thirteen thousand five hundred) of MTC Limited Liability Company with its registered office at 15-620 Białystok, ul. Elewatorska 20, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000141499 (Company’s documentation is stored at the District Court in Białystok, 12^th Economic Division of the National Court Register); and

688 (six hundred and eighty-eight) shares of the total nominal value of PLN 688,000.00 (six hundred and eighty-eight thousand) of PANTA-HURT Limited Liability Company with its registered office at 05-300 Mińsk Mazowiecki, Choszczówka Stojecka 11A, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000065197 (Company’s documentation is stored at the District Court for the Capital City of Warsaw in Warsaw, 14^th Economic Division of the National Court Register); and

80 (eighty) shares of the total nominal value of PLN 40,000.00 ( forty thousand) of POLNIS-DYSTRYBUCJA Limited Liability Company with its registered office at 93-231 Łódź, ul. Gen. J. Dąbrowskiego 249, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000214976 (Company’s documentation is stored at the District Court for Łódź-Śródmieście in Łódź, 20^th Economic Division of the National Court Register); and

78 (seventy-eight) shares of the total nominal value of PLN 39,000.00 (thirty-nine thousand) of POLSKIE HURTOWNIE ALKOHOLI Limited Liability Company with its registered office at 65-419 Zielona-Góra, ul. Gen. J. Sowińskiego 42A, registered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000072448 (Company’s documentation is stored at the District Court in Zielona Góra, 8^th Economic Division of the National Court Register); and

182 (hundred and eighty two) shares with total nominal value of PLN 91,000.00 (ninety one thousand) in PRZEDSIĘBIORSTWO HANDLU SPOŻYWCZEGO sp. z o.o., with registered office at 66-200 Świebodzin, ul. Grottgera 5, entered into the Register of Entrepreneurs of the National Court Register under the number KRS 0000203619 (the company documentation is held at the Zielona Góra District Court, 8^th Economic Department of the National Court Register), and

100 (one hundred) shares with total nominal value of PLN 50,000.00 (fifty thousand) in SAOL DYSTRYBUCJA sp. z o.o., with registered office at 41-208 Sosnowiec, ul. Orląt Lwowskich 146, entered into the Register of Entrepreneurs of the National Court Register under the number KRS 0000207117 (the company documentation is held at the Kraków-Śródmieście District Court in Kraków, 12^th Economic Department of the National Court Register).’

§8

The share capital may be increased by issuing new shares or by increasing the par value of the existing shares. Increase of the share capital to the amount of PLN 1,000,000,000 (one billion) by 31/12/2010 shall not constitute an amendment of the Memorandum of Association.

§9

Each shareholder may have more than one share.

§10

Shares are transferable and can be pledged.

Pledgee has the voting right arising as a result of pledged shares.

Shares are redeemable.

§11

The company’s annual balance sheet profit is excluded from distribution.

§12

The control over the company is exercised by the Meeting of Shareholders and the Board of Directors. The Meetings of Shareholders can be Ordinary and Extraordinary. The Board shall call an ordinary

meeting once a year, no later than six months after the end of the financial year. The Board shall call an extraordinary meeting at its own discretion or upon a request by a shareholder who represents 1/10 of the share capital. Unless the Code of Commercial Companies states otherwise, resolutions shall be passed by simple majority of the votes.

§13

The Meeting of Shareholders shall take place at the company’s registered office or other place within Poland. Shareholders must be present in person or through a representative. Each share entitles to one vote.

§14

Certain matters determined by the Code of Commercial Companies require resolutions passed at the Meeting of Shareholders.

§15

The Board of Directors consists of one or more persons appointed by a Shareholders’ resolution.

§16

The authorised signatories of the company are: the President of the Board of Directors - solely; two Board members - jointly with the President of the Board; or the Vice-President of the Board - jointly with a Board member.

§17

The financial year of the company corresponds to the calendar year.

§18

All matters which are not dealt with in this Memorandum are governed by the provisions of the Code of Commercial Companies.

EX-99.T3A.9 10 d483104dex99t3a9.htm ARTICLES OF ASSOCIATION Articles of Association

Exhibit T3A.9

“COMPANY STATUTE OF THE

LIMITED LIABILITY COMPANY (SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ)

§ 1

The Appearing Party states that, for the purpose of conducting business activity, he establishes a limited liability company (spółka z ograniczoną odpowiedzialnością), hereinafter referred to as the “Company” pursuant to the Commercial Code and the Act of 14 June, 1991 on companies with foreign participation (Journal of Laws, No. 60, item 253 as amended).

§ 2

The business name of the company shall be: PWW spółka z ograniczoną odpowiedzialnością (PWW Limited Liability Company). The Company can also use the abbreviated name as follows: PWW Sp. z o.o. (PWW LLC) and the distinctive graphic logo associated with such name.

§ 3

The registered office of the Company is in Warsaw.

§ 4

The Company conducts its business both within the Republic of Poland and abroad.

§ 5

The following constitutes the Company’s objects:

46.39.Z – All-purpose wholesale of food, beverages and tobacco products,

46.19.Z – Agents involved in sale of various types of goods,

46.34.A. – Wholesale of alcoholic beverages,

46.34.B – Wholesale of non-alcoholic beverages,

46.35.Z – Wholesale of tobacco products,

46.90.Z – All-purpose wholesale,

56.30.Z – Preparation and serving of beverages,

56.10.A – Restaurants and other permanent food services,

56.10.B – Mobile food services,

10.

56.21.Z – Preparation and delivery of food to external customers (catering),

11.

56.29.Z – Other food services,

12.

47.25.Z – Retail sale of alcoholic and non-alcoholic beverages in specialized stores,

13.

47.26.Z – Retail sale of tobacco products in specialized stores,

14.

47.21.Z – Retail sale of fruit and vegetables in specialized stores,

15.

47.29.Z – Retail sale of other food in specialized stores,

16.

82.9 – Commercial activity NEC,

17.

52.10 – Warehousing and storage of goods,

The Company may import and export the goods and services listed herein.

§6

The Company may open branch offices and representative offices within the area of its business activity.

The Company may also be a shareholder of other companies and business entities in Poland and abroad if permitted by the Meeting of Shareholders.

§7

The Company has been established for an unspecified term.

§8

The Company’s financial year shall reflect the calendar year.

§9

The Company’s share capital shall be PLN 6,000,000 (six million) and shall be divided into 12,000 (twelve thousand) equal and indivisible shares of PLN 500 (five hundred) each. Each share entitles the holder to one vote. Each Shareholder may hold more than one share.

§10

The Company’s share capital is held as follows:

Carey Agri International Poland Sp. z o.o. holds 11,880 (eleven thousand eight hundred eighty) shares of the total value PLN 5,940,000 (five million nine hundred forty thousand), paid fully in cash.

Central European Distribution Corporation, a Delaware (United States) Corporation, holds 120 (one hundred twenty) shares of the total value PLN 60,000 (sixty thousand), paid fully in cash.

§11

The share capital may be increased by 31 December, 2005, based on a resolution passed on a Meeting of Shareholders, up to an amount equaling 10 times the share capital existing at the time of the Company’s incorporation, without a requirement to amend these Articles of Association. Shares in the increased share capital may be paid for with cash or non-cash consideration or a combination of both.

The Company’s share capital may be increased by issuing new shares or by increasing the value of the existing shares.

The Company’s Shareholders have the first option to purchase new shares, in proportion to their existing shareholding. Should any of the Shareholders choose not to exercise their first option, the new shares will be offered to the remaining Should the remaining Shareholders choose not to purchase the new shares, the new shares may be offered to a third party.

A lien may be put on the shares. The lienor may exercise the voting rights attaching to the share being the subject of the lien.

§12

The Company shall be managed by the Shareholders and the Board of Directors.

§13

A Meeting of Shareholders may be ordinary or extraordinary.

An Ordinary General Meeting of Shareholders shall be held at least once a year, within six months of the end of the financial year.

An Extraordinary General Meeting of Shareholders may be called by the Board of Directors or at the written request of one or more Shareholders representing at least one tenth of the Company’s share capital, and in cases provided for by the Commercial Code.

An Extraordinary General Meeting of Shareholders may be called by the Chairman or the Vice Chairman.

Meetings of Shareholders shall be held in Warsaw or other place within the territory of Poland.

Meetings of Shareholders may be called only by way of a registered mail notification, specifying the day, time and place of the meeting, as well as the agenda of the Meeting. The notifications shall be sent two weeks prior to a Meeting.

A Meeting of Shareholders shall be valid and have the capacity to pass important resolutions if at least 51% of the total number of the Company’s shares is represented at the Meeting. Provided that there is no provision within the Commercial Code or these Articles that requires a larger number of votes, all actions undertaken by the Shareholders at an Ordinary or Extraordinary General Meeting of Shareholders, or otherwise compliant with the law, shall require approval by Shareholders holding at least half of the Company’s share capital.

The Shareholders may be represented at Meetings of Shareholders by proxies.

§14

Resolutions may be passed without holding a General Meeting of Shareholders, provided that all the Shareholders agree in writing to the decision to be taken or to a written vote, unless otherwise stated in the Commercial Code.

§15

Issues defined in the Commercial Code or in these Articles of Association require a Meeting of Shareholders require a Resolution [sic].

§16

The Board of Directors is comprised of 4 (four) to 10 (ten) Members.

The composition of the first Board of Directors was the following:

William Vernon Carey – Chairman,

Evangelos Evangelou – Vice Chairman,

Ryszard Urbański – Member,

Jarosław Cybulski – Member,

Mandates of the Members of the Board of Directors expire on the day a Meeting of Shareholders passes a resolution approving a report, balance sheet and income statement for the last year of their service.

Members of the Board of Directors may be re-elected.

The Board of Directors acts based on the Statute of the Board, approved by the Meeting of Shareholders.

The Board of Directors is authorized to pay the Shareholders an advance for expected dividends for a turnover year, provided the Company has sufficient funds for such payments.

Members of the Board of Directors are entitled to remuneration for their function.

§17

The Board of Directors is responsible for the management of the Company’s business activity and for the representation of the Company. In all matters the Company is represented by:

•

Chair of the Board of Directors alone or

•

2 (two) Members of the Board of Directors acting jointly

§18

By a resolution of the Shareholders, an auditing firm shall be appointed to undertake an annual examination of the Company’s accounts.

§19

1. By a resolution of the General Meeting of Shareholders, the Company’s profits, after payment of taxes and other obligations, shall be divided among the Shareholders. The General Meeting of Shareholders, by a majority vote, may exclude part, or the whole part, of the Company’s profits from such division.

2. A part of the profit may be set aside as a reserve fund, to cover losses or for other funds as allowed by the law.

§20

Each Shareholder may be required, by a resolution of the General Meeting of Shareholders, to make an additional capital contribution to the Company, in proportion their existing shareholding. The total value of all implemented additional capital contributions shall not exceed ten-times the value of the initial share capital of the Company as per date of registration.

§21

Shareholders may make loans to the Company.

§22

Shares in the Company may be redeemed.

§23

The Company may be dissolved, following its liquidation, by a resolution of of the General Meeting of Shareholders.

§24

The liquidators will be Members of the Board of Directors, unless the General Meeting of Shareholders appoints other liquidators.

§25

In all matters not regulated by these Articles of Association, appropriate provisions of the Commercial Code and the law of 14/06/1991 regarding companies with foreign shares (Journal of Laws No. 60, item 253 with amendments).

This resolution becomes effective on the day of its creation, with date effective with the date of registration in an appropriate registration court.

EX-99.T3A.10 11 d483104dex99t3a10.htm CHARTER Charter

Exhibit T3A.10

TRUE COPY

Primary state registration number 1025004009911

Seal: Ministry of Taxes and Dues of the Russian Federation

Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

APPROVED

under decision of the General Meeting of the Company Shareholders

of Joint Stock company «Distillery «Topaz»

Minutes dated September 02, 2002


Chairman of the General Meeting of the Company Shareholders signature		V.A. Lelyukh
Secretary of the General Meeting of the Company Shareholders signature		K.P. Bocharov

CHARTER

of Joint Stock company

«Distillery «Topaz»

(fourth version)

Pushkino 2002

1. GENERAL PROVISIONS

1.1. Joint Stock company «Distillery «Topaz», hereinafter referred to as the “Company” was established in accordance with the effective legislation of the Russian Federation.

1.2. The Company shall be a corporate entity and shall have its separate property accounted for on its autonomous balance sheet. The Company on its own behalf may acquire and exercise property and non-property rights, incur obligations, act as plaintiff and defendant in courts.

1.3. The Company was established on 20.12.1996 through reorganization in accordance with the decision of founders of Limited Liability Company “Topaz” (registered on 02.03.1994 under Decree of the Head of Administration of Pushkino district No364) on the basis of and in accordance with the procedure provided for under the Civil Code of the Russian Federation, the Federal Law “On Joint Stock Companies” and the Memorandum of Association of Joint Stock company «Distillery «Topaz» dated 20.12.96.

1.4. The Company was reorganized through affiliation to Joint Stock company «Distillery «Topaz» of Joint Stock company «Topaz ATP» (affiliation was registered on 17.12.98 by the Moscow regional Registration Chamber).

1.5. The Company is a legal successor of Limited Liability Company “Topaz” and Joint Stock company «Topaz ATP».

1.6. The Company was founded by citizens of the Russian Federation.

1.7. The Company shall have a round seal specifying its full firm name in the Russian language and the place of its location. The Company shall have stamps and letterheads specifying its name. The Company may have a trademark registered in accordance with the established procedure and other means of visual identification.

1.8. In accordance with the established procedure the Company may open banking accounts in roubles and in foreign currency on the territory of the Russian Federation and abroad.

1.9. The Company shall have the right to establish legal entities and any other organizations in any forms of incorporation permissible under the legislation either individually or in cooperation with the Russian and foreign legal entities (irrespective of the form of their ownership and the form of incorporation) and individuals on the territory of the Russian Federation and abroad.

1.10. The Company may have subsidiary and dependent companies having the rights of legal entities on the territory of the Russian Federation, established in accordance with the legislation of the Russian Federation and abroad - in accordance with the legislation of foreign states at the place of location of subsidiary and dependent companies, unless otherwise is provided for under the agreement entered into with the subsidiary or under the Charter of the latter.

1.11. Any subsidiary company shall bear no responsibility for debts of the parent company. The parent company shall have the right to give to its subsidiary instructions binding for the latter, shall bear responsibility jointly with the subsidiary company for transactions concluded by the latter for pursuance of such instructions. The parent company shall be considered as having right to give to the subsidiary instructions binding for the latter only if this right is provided for under the agreement entered into with the subsidiary or under the Charter of the latter.

1.12. The Company shall have the right to establish affiliates, representative offices and any other separate subdivisions both on the territory of the Russian Federation and abroad subject to observance of requirements of the legislation of the Russian Federation as well as the legislation of foreign states at the place of location of affiliates and representative offices, unless otherwise is provided for under the international agreement of the Russian Federation.

1.13. The Company shall bear responsibility for its obligations with all its property.

1.14. The Company shall bear no responsibility for obligations of its shareholders.

1.15. Shareholders shall bear no responsibility for obligations of the Company and shall bear a risk of losses connected with its activity within the limits of the value of shares being in their possession.

1.16. The state and state authorities shall bear no responsibility for obligations of the Company, as well as the Company shall bear no responsibility for obligations of the state and state authorities.

1.17. The Company shall be established for an unlimited period of time.

2. NAME AND PLACE OF LOCATION

2.1. The full firm name of the Company shall be as follows:

LOGO

2.2. The short firm name of the Company shall be as follows: ЗAO “ЛBЗ “ToпaЗ”.

2.3. The name of the Company in the English language shall be as follows: Joint Stock Company “Distillery “Topaz”.

2.4. The Company shall have the following place of location: 141200, Russia, Moscow region, Pushkino, Oktyabrskaya Str., h. 46.

2.5. The Company shall have the following postal address: 141200, Russia, Moscow region, Pushkino, Oktyabrskaya Str, h. 46.

3. OBJECTIVES AND SCOPE OF ACTIVITY

3.1. The Company objective shall be deriving of profits and the most efficient use of profits for economic and social development of the Company.

3.2. The Company shall carry out the following main types of its activities:

• production and sale of alcoholic beverage products, vodkas and by-products;

• production and sale of consumer goods;

• trading - procurement and intermediary activity;

• all types of foreign – economic activity in accordance with the procedure established under the law;

• scientific - research and intermediary activity;

• stock market activities;

• development and introduction of new methods of processing and packing of raw stuff and products, technologies of their production, implementation of know-how in the above sphere;

• assistance on the contract basis to Russian enterprises and organizations in the course of foreign – economic activity and rendering them foreign – economic services;

• rendering to interested Russian and foreign organizations of practical assistance on the commercial basis on managerial, currency-financial, legal matters, services in the sphere of advertisement, marketing, in organization of exhibitions, fairs, transportation services as well as in any other spheres connected with activities carried out by the Company;

• rendering of warehousing services;

• organization and usage of cultural, sporting, health-improving and preventive facilities;

• any other types of activity not prohibited under the effective legislation.

3.3. The Company may be involved in certain types of activity subject to licensing only if it has a special permission (a license).

4. AUTHORIZED CAPITAL

Amount of the Authorized Capital

4.1. The Authorized Capital of the Company shall amount to 7 240 000 (seven million two hundred forty thousand) roubles and shall be determined as the sum of nominal values of 7 240 (seven thousand two hundred forty) ordinary registered shares (placed shares).

4.2. The nominal value of one share shall be 1 000 (one thousand) roubles.

Authorized shares

4.3. The Company shall have the right to place additionally to shares that have already been placed 100 000 (One hundred thousand) pieces of ordinary shares for the nominal value equal to 1 000 (One thousand) roubles each and 25 000 (twenty five thousand) pieces of privileged shares for the nominal value equal to 1 000 (one thousand) roubles each (authorized shares).

4.4. In case they are placed authorized shares shall grant their holders (shareholders) the same scope of rights ordinary shares grant, which shares have been placed by the time the decision concerning placement of additional shares was made.

4.5. In case they are placed authorized privileged shares of the Company shall grant their holders the following rights:

1) to participate in the General Meeting of the Company Shareholders with the right to vote on the following questions:

2) reorganization and liquidation of the Company;

3) introduction of amendments and supplements in the Charter of the Company restricting rights of shareholders – possessors of privileged shares of this type, including cases of determination or increase of the amount of dividend and (or) determination or increase of the liquidation value, paid out on privileged shares of previous turn, as well as concerning granting shareholders – possessors of privileged shares of any other type of privileges in respect of priority in payment of dividend and (or) liquidation value of shares;

4) to participate in the General Meeting of the Company Shareholders with the right to vote on all questions falling within the scope of its competence, beginning from the General Meeting of the Company Shareholders following the annual General Meeting of the Company Shareholders, which irrespective of reasons has failed to make the decision concerning payment of dividends or has made the decision concerning partial payment of dividends on privileged shares of this type. The above right shall cease to be valid from the date of the first full payment of dividends on the above shares;

5) to receive a part of net profits (dividends) the annual amount of which per one privileged share is 20% of the nominal value of this share;

6) to receive (in case of liquidation of the Company) charged but not paid dividends in the amount equal to 10% of the nominal value of a share as well as the liquidation value on privileged shares in the amount equal to 20% of the nominal value of shares paid from the value of the Company property remaining after settlements:

• with creditors;

• shareholders – possessors of voting shares, who have stated their claims for their repurchase in accordance with the procedure provided for under articles 75, 76 of the Federal Law “On Joint Stock Companies”;

7) to have access to the Company documents in accordance with the procedure provided for under the Federal Law “On Joint Stock Companies” and the Charter and to receive their copies for a reasonable fee;

8) to exercise any other rights provided for under the legislation, the Charter and decisions of the General Meeting of the Company Shareholders made in accordance with its competence.

4.6. Conditions for placement by the Company of authorized shares shall be determined under the effective legislation of the Russian Federation, the Charter and the decision concerning increase of the Authorized Capital of the Company.

Increase of the Authorized Capital

4.7. The Authorized Capital of the Company may be increased by means of increase of the nominal value of placed shares.

4.8. The decision concerning increase of the Authorized Capital of the Company by means of increase of the nominal value of placed shares shall be made by the General Meeting of the Company Shareholders by the majority of votes of shareholders – possessors of voting shares participating in the General Meeting of the Company Shareholders.

4.9. The decision concerning increase of the Authorized Capital of the Company by means of increase of the nominal value of shares shall be made by the General Meeting of the Company Shareholders only at the suggestion of the Board of Directors of the Company.

4.10. The Authorized Capital of the Company may be increased by means of placement of additional shares up to a number of authorized shares.

4.11. The decision concerning increase of the Authorized Capital of the Company by means of placement of additional shares shall be made by the Board of Directors of the Company unanimously by all members of the Board of Directors of the Company and votes of members of the Board of Directors of the Company, who have retired, shall not be counted.

4.12. Additional shares may be placed either through closed subscription or through conversion into them of securities convertible into shares.

4.13. The decision concerning placement of additional shares through closed subscription shall be made by the General Meeting of the Company Shareholders by the majority of three fourths of votes of shareholders – possessors of voting shares participating in the General Meeting of the Company Shareholders.

4.14. The decision concerning placement of additional shares through conversion into them of securities convertible into shares shall be made by the Board of Directors of the Company unanimously by all members of the Board of Directors of the Company and votes of members of the Board of Directors of the Company, who have retired, shall not be counted.

4.15. If the Authorized Capital is increased out of the property of the Company, then additional shares may be placed only through distribution among shareholders of the Company.

Decrease of the Authorized Capital

4.16. The Authorized Capital of the Company may be decreased by means of decrease of the nominal value of shares or reduction of their total number, including by means of acquisition of a part of shares.

4.17. The Authorized Capital of the Company may be decreased by means of acquisition of a part of shares in the Company in accordance with the decision of the General Meeting of the Company Shareholders for the purpose of their redemption.

4.18. The Authorized Capital shall be reduced in accordance with the decision of the General Meeting of the Company Shareholders concerning decrease of the Authorized Capital by means of redemption of shares, which have been passed to possession of the Company in the following cases:

• shares, the ownership to which was transferred to the Company due to their incomplete payment by the founder within the established term have not been sold within one year from the date of their acquisition by the Company;

• shares, bought out by the Company at the request of shareholders have not been sold within one year from the date of their buyout (except for their buyout in case the decision concerning reorganization of the Company is made);

• shares, acquired by the Company in accordance with paragraph 2 of article 72 of Federal Law «On Joint Stock Companies» have not been sold within one year from the date of their acquisition.

4.19. If upon the end of the second and each subsequent financial year in accordance with the annual accounting balance sheet submitted for approval of shareholders of the Company or in accordance with results of the audit inspection, the value of the net assets of the Company is less then the Authorized Capital of the Company, the latter shall declare reduction of its Authorized Capital to the amount not exceeding the value of its net assets.

4.20. In this case, the Authorized Capital of the Company shall be reduced by means of reduction of the nominal value of shares.

4.21. Within 30 days from the date of the decision concerning reduction of its Authorized Capital, the Company shall notify in writing creditors known to it concerning reduction of its Authorized Capital as well as concerning the new amount of the Authorized Capital. The Company shall also publish a notice concerning its decision in a press organ publishing information on state registration of corporate entities.

4.22. The Authorized Capital of the Company shall be reduced through redemption of a part of shares in accordance with the decision of the General Meeting of the Company Shareholders concerning reorganization of the Company in the following cases:

• stipulated in indention 1, paragraph 6, article 76 of the Federal Law “On Joint Stock Companies”;

• reorganization of the Company in the form of segregation through redemption of converted shares.

4.23. In case of reduction of its Authorized Capital the Company shall be governed by restrictions established under federal laws.

Acquisition by the Company of placed shares

4.24. The Company shall have the right to acquire shares placed by it in accordance with the decision of the General Meeting of the Company Shareholders concerning reduction of the Authorized Capital of the Company through acquisition of a part of placed shares for the purpose of reduction of their total number.

4.25. Shares acquired by the Company in accordance with the decision concerning reduction of the Authorized Capital of the Company made by the General Meeting of the Company Shareholders through acquisition of shares for the purpose of reduction of their total number shall be redeemed when being acquired.

4.26. The Company shall have the right to acquire shares placed by it in accordance with the decision of the Board of Directors of the Company in accordance with paragraph 2. of article 72 of the Federal Law “On Joint Stock Companies”.

4.27. The decision concerning acquisition by the Company of placed shares shall be made by the Board of Directors of the Company by the majority of votes of members of the Board of Directors of the Company participating in the meeting.

4.28. Shares acquired by the Company in accordance with paragraph 2. of article 72 of the Federal Law “On Joint Stock Companies” shall not grant the right to vote, they shall not be counted when votes are counted and dividends shall not be charged on them. These shares shall be sold at their market value at least within one year from the date of their acquisition. Otherwise the General Meeting of the Company Shareholders shall make a decision concerning reduction of the Authorized Capital of the Company through retirement of the above shares.

4.29. Payment for shares placed by the Company and acquired by it shall be made by money, securities, other property, property or other rights having money value.

4.30. When making the decision concerning acquisition by the Company of shares placed by it, the Company shall be governed by restrictions established under federal laws.

5. RIGHTS OF THE COMPANY SHAREHOLDERS

Shareholders – possessors of ordinary shares shall have the following rights:

5.1. to participate in the General Meeting of the Company Shareholders with the right to vote on all questions falling within the scope of its competence;

5.2. to receive a part of profits (dividends);

5.3. to receive in case of liquidation of the Company a part of profit of the Company remaining after settlements with:

• creditors;

• shareholders – possessors of privileged shares on dividends charged but not paid out and the liquidation value.

5.4. to have access to the Company documents in accordance with the procedure provided for under the Federal Law “On Joint Stock Companies” and the Charter and to receive their copies for a reasonable fee;

5.5. to exercise any other rights provided for under the legislation, the Charter and decisions of the General Meeting of the Company Shareholders made in accordance with its competence.

Shareholders – possessors of voting shares shall have the following rights:

5.6. to demand repurchase by the Company of all their shares or any of their part in the following cases:

• reorganization of the Company or conclusion of a major transaction the decision concerning approval of which is made by the General Meeting of the Company Shareholders if they voted against making of the decision concerning reorganization of the Company or approval of the above transaction or did not participate in voting on these questions;

• introduction of amendments and supplements in the Charter of the Company or approval of the Charter of the Company in its new version restricting rights of shareholders – possessors of voting shares if they voted against making of the relevant decision or did not participate in voting.

Shareholders – possessors of voting shares, who stated their claim for repurchase by the Company of all their shares or any of their part shall have the following rights:

5.7. to receive in case of liquidation of the Company payments on the above shares from the value of the Company property remaining after settlements with its creditors.

6. PRE-EMPTIVE RIGHT

Pre-emptive right in case of sale by shareholders of shares to third persons

6.1. Shareholders of the Company shall enjoy the pre-emptive right to acquire shares sold by other shareholders of the Company at the price offered to third persons pro rata to a number of shares held by each of them.

6.2. Based on the above stated each shareholder having enjoyed the pre-emptive right shall have the right to purchase a part of shares offered for sale, in a number proportionate to a number of his/her/its shares.

6.3. The pre-emptive right shall have effect in case shares are sold to third persons (not shareholders of the Company).

6.4. The pre-emptive right shall have effect only subject to purchase by shareholders and (or) by the Company of all shares offered for sale.

6.5. In case shareholders failed to enjoy their pre-emptive right to purchase shares, then the Company shall have the pre-emptive right to purchase shares sold by shareholders.

6.6. Shareholders and (or) the Company may not transfer their pre-emptive right.

6.7. The pre-emptive right shall have no effect in the following cases:

• in case of acquisition and purchase by the Company of placed shares on grounds and in accordance with the procedure provided for under articles 72 – 76 of the Federal Law “On Joint Stock Companies”;

• in cases when a shareholder of the Company acts as an acquirer of shares;

• in case of uncompensated alienation of shares by their holders (granting, inheritance);

• in case of transfer of rights to a share in the procedure of the universal legal succession when a corporate entity – shareholder is reorganized;

• in case of transfer of rights to a share when the property of a liquidated corporate entity – shareholder is distributed among its participants;

6.8. Shareholders intending to sell their shares to any third persons shall be obliged to notify the Company hereof in writing. Shareholders of the Company shall be notified through the Company.

6.9. The above notice (the notice concerning intention to sell shares) shall contain the following details:

• surname, name and patronymic (the full firm name), address (the place of location), postal address and contact telephones of a shareholder intending to sell his/her/its shares;

• surname, name and patronymic (the full firm name) of the third person, to whom a shareholder intends to sell his/her/its shares;

• a number of sold shares broken down by categories (types);

• the price per one share of each category (type);

• any other material conditions subject to which shares are offered for sale.

6.10. A notice concerning the intention to sell shares shall be signed by a shareholder or his/her/its representative. If the notice to sell shares is signed by a shareholder then it shall be accompanied by a power of attorney.

6.11. The notice concerning the intention to sell shares shall be sent by a letter to the address of the Company or shall be delivered to the Company.

6.12. Upon receipt by the Company of the notice concerning the intention of a shareholder to sell shares within 5 days the one – man executive body of the Company shall be obliged to send to all shareholders of the Company a written notice that they may enjoy their pre-emptive right to acquire sold shares.

6.13. The notice shall be sent to all shareholders included in the Register of Shareholders of the Company as of the date of the notice of the Company concerning the intention to sell shares.

6.14. The above notice shall contain the following details:

• surname, name and patronymic (the full firm name), address (the place of location), the postal address and the contact telephone of a shareholder intending to sell his/her/its shares;

• surname, name and patronymic (the full firm name) of the third person, to whom a shareholder intends to sell his/her/its shares;

• a number of sold shares broken down by categories (types);

• the price per one share of each category (type);

• any other material conditions subject to which shares are offered for sale.

• the date of notification concerning the intention to sell shares;

• the term, within which a shareholder may enjoy the pre-emptive right to acquisition;

• a number of shares of the Company held by a shareholder broken down by categories (types);

6.15. Shareholders intending to use the pre-emptive right shall submit to a seller of shares and to the Company their written application on their intention to use the pre-emptive right within the term not later than 5 days from the date of receipt of the notice.

6.16. The above notice shall contain the following details:

• surname, name and patronymic (the full firm name), address (the place of location), the postal address and the contact telephone of a shareholder intending to sell his/her/its shares;

• a number of shares in which respect a shareholder uses the pre-emptive right (a number of shares acquired by a shareholder) broken down by categories (types);

• specification that a shareholder intending to use his/her/its pre-emptive right agrees to purchase shares at the offered price and other material conditions subject to which shares were offered for sale.

6.17. Shareholders not intending to use the pre-emptive right shall send to the Company and a seller of shares a written application on refusal to use the pre-emptive right.

6.18. If within 15 days from the date of sending by the Company of the notice to shareholders that they have the pre-emptive right none of shareholders has notified the Company concerning his/her/its intention to use the above right, then the Company may send to a shareholder intending to sell shares to any third person a notice concerning the intention of the Company to use his/her/its pre-emptive right to acquire shares.

6.19. If within 30 days from the date of receipt by the Company of the notice from a shareholder concerning the intention of the latter to sell shares to any third person neither the Company nor any of shareholders has submitted to the Company an application for use of the pre-emptive right, then a shareholder may sell shares to any third person upon conditions, of which shareholders and the Company were notified.

6.20. In case of sale of shares in violation of the pre-emptive right, any shareholder of the Company and (or) the Company itself within three months after he/she/it has known or should have to know of this violation may demand in the judicial procedure to transfer to him/her/it rights and obligations of the purchaser.

Pre-emptive right in case of placement of shares and emissive securities of the Company convertible into shares

6.21. Shareholders of the Company who voted against, or who did not take part in voting on the question concerning placement through closed-subscription of shares and emissive securities convertible into shares shall have a priority right to acquire additional shares and emissive securities convertible into shares placed by closed subscription, in a number proportionate to a number of shares of this category (type) they own.

6.22. This right shall not be applied to placement of shares and other emissive securities convertible into shares effected through closed subscription only among shareholders if in this case shareholders have an opportunity to acquire an integral number of placed shares and other emissive securities convertible into shares, in proportion to a number of shares of a relevant category (type) they own.

6.23. A list of persons having the pre-emptive right to acquire additional shares and emissive securities convertible into shares shall be compiled on the basis of information in the Register of Shareholders as of the date when the decision is made whereby the additional shares and emissive securities convertible into shares are to be placed.

6.24. For the purpose of compilation of the list of persons having the pre-emptive right to acquire additional shares and emissive securities convertible into shares the nominal holder of the shares shall present information on the person in whose interests the holder holds the shares.

6.25. Persons included in the list of persons having the pre-emptive right to acquire additional shares and emissive securities convertible into shares of the Company shall be notified of the possibility of their exercising the pre-emptive right specified in article 40 of the Federal Law “On Joint Stock Companies” in accordance with the procedure stipulated in the Federal Law “On Joint Stock Companies” for notification concerning holding of the General Meeting of the Company Shareholders.

6.26. The notice shall contain information on a number of shares and emissive securities convertible into shares which, the price of their placement or the procedure for calculation of such a price (in particular, their placement price or the procedure for the calculation thereof in the event they exercise their pre-emptive right of acquisition), the procedure for determination of a number of securities each shareholder is entitled to acquire and the effective term of the pre-emptive right, which may not be less than 45 days from the date when the notice is forwarded (delivered) or published. Until expiration of the said term the Company shall not be entitled to place additional shares and emissive securities convertible into shares to persons who are not included in the list of persons having the pre-emptive right to acquire additional shares and emissive securities convertible into shares.

6.27. A person having the pre-emptive right to acquire additional shares and emissive securities convertible into shares shall be entitled to exercise this right fully or partially by means of submission of a written application for purchase of shares and emissive securities convertible into shares and a document

confirming that payment has been made for the shares and emissive securities convertible into shares so purchased. The application shall contain the shareholder’s name, residential address (location) and a number of securities purchased by this shareholder

6.28. If the decision serving as the ground for placement of additional shares and emissive securities convertible into shares stipulates that payment for them is to be made in a non-monetary form persons exercising their pre-emptive right of acquisition shall be entitled to make the payment in money at their own discretion.

7. STRUCTURE OF THE COMPANY MANAGEMENT BODIES

The Company shall have the following management bodies:

7.1. The General Meeting of the Company Shareholders;

7.2. The Board of Directors of the Company;

7.3. The one – man executive body – the General Director of the Company.

7.4. In case of appointment of the Liquidation Commission of the Company all functions on management of the Company affairs shall be delegated to it.

7.5. The Auditing Commission of the Company shall be the body supervising the financial and business activity of the Company.

7.6. The Board of Directors of the Company and the Auditing Commission of the Company shall be elected by the General Meeting of the Company Shareholders.

7.7. The General Director of the Company shall be elected by the Board of Directors of the Company.

7.8. In case of voluntary liquidation the Liquidation Commission of the Company shall be elected by the General Meeting of the Company Shareholders. In case of compulsory liquidation the Liquidation Commission of the Company shall be appointed by the court.

8. GENERAL MEETING OF THE COMPANY SHAREHOLDERS

8.1. The supreme management body of the Company shall be the General Meeting of the Company Shareholders.

8.2. The General Meeting of the Company Shareholders may make decisions (forms of holding of the General Meeting of the Company Shareholders):

• by means of joint presence of shareholders for discussion of questions included in the agenda and making of decisions on questions put to vote, subject to preliminary sending (delivery) of voting ballots before holding of the General Meeting of the Company Shareholders;

• by means of the absentee voting (without the joint presence of shareholders for discussion of questions included in the agenda and making of decisions on questions put to vote).

8.3. The Company shall be obliged to annually hold the annual General Meeting of the Company Shareholders within terms not earlier than in 2 months and not later than in 6 months upon closure of the financial year.

Competence of the General Meeting of the Company Shareholders

8.4. The following questions shall fall within the scope of competence of the General Meeting of the Company Shareholders:

1) introduction of amendments and supplements in the Charter of the Company or approval of the Charter in its new version;

2) reorganization of the Company;

3) liquidation of the Company, appointment of the Liquidation Commission of the Company and approval of the interim and the final liquidation balance sheets.

4) determination of a number of members of the Board of Directors of the Company, election of members of the Board of Directors of the Company and early termination of their powers.

5) determination of a number, nominal value, category (type) of authorized shares and rights granted by these shares.

6) increase of the Authorized Capital of the Company by means of increase of the nominal value of shares or by means placement of additional shares through closed subscription.

7) reduction of the Authorized Capital of the Company by means of reduction of the nominal value of shares, by means of acquisition by the Company of a part of shares for reduction of their total number as well as by means of redemption of shares acquired or repurchased by the Company;

8) making of the decision concerning the amount of the fee and compensation for expenses to be paid to members of the Board of Directors of the Company and the Auditing Commission of the Company;

9) election of members of the Auditing Commission of the Company and early termination of their powers;

10) approval of the Auditor of the Company;

11) approval of annual reports, accounting balance sheets, profit and loss statements (profit and loss accounts) of the Company, as well as distribution of profits (including payment (declaration) of dividends) and losses of the Company based on performance for the financial year.

12) determination of the procedure for holding of the General Meeting of the Company Shareholders;

13) election of members of the Counting Commission of the Company and early termination of their powers;

14) splitting and consolidation of shares;

15) making of decisions concerning approval of related party transactions in cases provided for under article 83 of the Federal Law “On Joint Stock Companies”;

16) making of decisions concerning approval of large – scale transactions in cases provided for under article 79 of the Federal Law “On Joint Stock Companies”;

17) acquisition by the Company of placed shares in cases provided for under the Federal Law “On Joint Stock Companies”;

18) making of decisions concerning participation in holding companies, financial – industrial groups, associations and other commercial organizations;

19) approval of internal documents regulating activity of the Company bodies;

20) making of decisions on any other questions provided for under the Federal Law “On Joint Stock Companies”;

8.5. The General Meeting of the Company Shareholders shall have no right to make decisions on questions not falling within the scope of its competence in accordance with the Federal Law “On Joint Stock Companies” and the Charter.

Procedure for preparation for the General Meeting of the Company Shareholders

8.6. In the course of preparation for the General Meeting of the Company Shareholders the Board of Directors of the Company shall determine:

• the form of holding of the General Meeting of the Company Shareholders (the joint presence or the absentee voting);

• the date, place and time of the General Meeting of the Company Shareholders and in the event when in accordance with paragraph 3 of article 60 of the Federal Law “On Joint Stock Companies” filled-in voting ballots may be sent to the Company, the postal address to which they can be mailed, or in the event of the General Meeting of the Company Shareholders being held in the form of the absentee voting, the deadline for receipt of voting ballots and the postal address to which filled-in voting ballots shall be mailed;

• the date of compilation of the list of persons entitled to attend the General Meeting of the Company Shareholders;

• the agenda of the General Meeting of the Company Shareholders;

• the procedure for notification of shareholders concerning holding of the General Meeting of the Company Shareholders;

• a list of information (materials) furnished to shareholders in the course of preparation for the General Meeting of the Company Shareholders and the procedure for furnishing;

• the form and the text of the voting ballot in case of voting by voting ballots.

Agenda

8.7. The agenda of the annual General Meeting of the Company Shareholders shall obligatory include the following questions:

• on election of the Board of Directors of the Company;

• on election of the Auditing Commission (the Internal Auditor) of the Company;

• on approval of the Auditor of the Company;

• on approval of annual reports;

• annual accounting statements including profit and loss statements (profit and loss accounts) of the Company, as well as distribution of profits (including payment (declaration) of dividends) and losses of the Company based on performance for the financial year.

8.8. Shareholders (a shareholder) having in aggregate not less than 2 percent of voting shares of the Company in accordance with the procedure provided for under the Federal Law “On Joint Stock Companies” shall have the right to put forward questions into the agenda of the annual General Meeting of the Company Shareholders and to propose candidates in members of the Board of Directors of the Company, the Auditing Commission of the Company and the Counting Commission of the Company, a number of which may not exceed the quantitative composition of a relevant body. These proposals shall be submitted to the Company not later than in 30 days upon closure of the financial year of the Company.

8.9. A proposal for putting forward of questions into the agenda of the General Meeting of the Company Shareholders and a proposal concerning nominees in the Board of Directors of the Company, the Auditing Commission of the Company and the Counting Commission of the Company shall be submitted in writing to the address of the Company specifying the name of shareholders (a shareholder) who submit them, a number of shares they own and shall be signed by shareholders (a shareholder).

8.10. If a proposal into the agenda of the General Meeting of the Company Shareholders and (or) a proposal of candidates in members of the Board of Directors of the Company, the Auditing Commission of the Company and the Counting Commission of the Company is mailed, then the date for submission of such proposals shall be the date specified in the impression of the date stamp confirming the date of sending of a mailing unit and if the proposal into the agenda of the General Meeting of the Company Shareholders and (or) a proposal of candidates in members of the Board of Directors of the Company, the Auditing Commission of the Company and the Counting Commission of the Company is handed over against the signature – the date of handing over to a responsible person in the Company.

8.11. A proposal for putting forward of questions into the agenda of the annual and the extraordinary General Meeting of the Company Shareholders shall contain the wording of each proposed question and the proposal for election at the annual and the extraordinary General Meeting of the Company Shareholders shall contain the name of the body a candidate is proposed to as well as with regard to each candidate:

• surname, name, patronymic;

• the date of birth;

• information on education;

• the place of work and office for the last five years;

• offices occupied in management bodies of corporate entities for the last five years;

• information on nomination of candidates in members of the Board of Directors of the Company or for election (appointment) to the office in any other corporate entities;

• a list of corporate entities, in which the candidate participates specifying a number of this candidate’s shares;

• a list of persons, with regard to which a candidate is an affiliated person specifying grounds for affiliation;

• a contact address of a candidate.

8.12. A proposal for nomination of a candidate in auditors of the Company for approval at the annual and General Meeting of the Company Shareholders shall contain the following information on a candidate:

• full firm name of a corporate entity – the auditing firm (or the surname, name, patronymic of an individual – the Auditor);

• the place of location and contact telephones;

• the number of the license for audit activity, the name of the body having issued the license and the date of issue;

• the validity of the license;

8.13. In addition to questions proposed for inclusion in the agenda of the General Meeting of the Company Shareholders as well as in the absence of these proposals, absence or insufficient number of candidates proposed by shareholders to form a relevant body, the Board of Directors of the Company shall have the right to include in the agenda of the General Meeting of the Company Shareholders questions or candidates in the list of candidates at its own discretion.

Information on holding of the General Meeting of the Company Shareholders

8.14. Notification concerning holding of the General Meeting of the Company Shareholders shall be made not later than 20 days prior to the day of the General Meeting of the Company Shareholders and notification concerning holding of the General Meeting of the Company Shareholders, which agenda includes a question on reorganization of the Company – not later than 30 days prior to the date of the meeting.

8.15. In the case provided for under paragraph 2 of article 53 of the Federal Law “On Joint Stock Companies” notification concerning holding of the extraordinary General Meeting of the Company Shareholders shall be made not later than 50 days prior to the date of the meeting.

8.16. Within the above terms a notice concerning holding of the General Meeting of the Company Shareholders shall be send to each person included in the list of persons having the right to participate in the General Meeting of the Company Shareholders in the form of a registered letter or shall be delivered to each of them against signature.

8.17. The notice concerning holding of the General Meeting of the Company Shareholders shall contain the following details:

• the full firm name of the Company and the place of its location;

• the form of holding of the General Meeting of the Company Shareholders (the joint presence or the absentee voting);

• the date of compilation of the list of persons entitled to attend the General Meeting of the Company Shareholders;

• the agenda of the General Meeting of the Company Shareholders;

• the procedure for familiarization with information (materials) to be provided in the course of preparation for the General Meeting of the Company Shareholders and address (addresses), where information (materials) may be familiarized with.

8.18. Information (materials) to be disseminated among persons having the right to participate in the General Meeting of the Company Shareholders in the course of preparation for holding of the General Meeting of the Company Shareholders shall include:

• annual accounting statements, including opinion of the Auditor, opinion of the Auditing Commission (the Internal Auditor) of the Company based on results of audit of annual accounting statements;

• information on a candidate (candidates) in the Board of Directors of the Company, the Auditing Commission (the Internal Auditor) of the Company;

• draft amendments and supplements to be introduced to the Charter or the draft Charter of the Company in its new version, drafts internal documents of the Company;

• draft decisions of the General Meeting of the Company Shareholders as well as information (materials), a list of which is provided for persons having the right to participate in the General Meeting of the Company Shareholders, in accordance with the established procedure by the federal executive authority for the securities market.

Quorum

8.19. The General Meeting of the Company Shareholders shall be competent (has a quorum) if shareholders having in aggregate over than a half of votes of placed voting shares of the Company took part in it.

8.20. Shareholders registered for participation in the General Meeting of the Company Shareholders shall be considered as having taken part in the General Meeting of the Company Shareholders. Shareholders, whose voting ballots were received prior to the final date of receipt of voting ballots shall be considered as having taken part in the General Meeting of the Company Shareholders held in the form of the absentee voting.

8.21. If the agenda of the General Meeting of the Company Shareholders includes questions voted by various composition of voters, the quorum for making decisions on these questions shall be determined separately. In this connection absence of the quorum for making of decisions on questions voted by one composition of voters shall not prevent from making of decisions on questions voted by another composition of voters for deciding of which the quorum is available.

8.22. In the absence of the quorum for holding of the annual General Meeting of the Company Shareholders, the second General Meeting of the Company Shareholders with the same agenda shall be held. In the absence of the quorum for holding of the extraordinary General Meeting of the Company Shareholders, the second General Meeting of the Company Shareholders with the same agenda may be held.

8.23. The second General Meeting of the Company Shareholders shall be competent (shall have quorum) if shareholders possessing in aggregate not less than 30 percent of votes of placed voting shares of the Company took part in it.

8.24. Notification concerning holding of the second General Meeting of the Company Shareholders shall be made in accordance with requirements set forth in article 52 of the Federal Law “On Joint Stock Companies”.

Making of decisions

8.25. The General Meeting of the Company Shareholders shall have no right to make decisions on questions not included in the agenda of the General Meeting of the Company Shareholders as well as to change the agenda.

8.26. Decisions of the General Meeting of the Company Shareholders on questions put to vote shall be made by the majority of votes of shareholders – possessors of voting shares of the Company taking part in the General Meeting of the Company Shareholders.

8.27. Decisions of the General Meeting of the Company Shareholders on questions specified in sub-paragraphs 1 – 3 and 17 of paragraph 8.4. of the Charter shall be made by the majority of three fourths votes of shareholders – possessors of voting shares of the Company taking part in the General Meeting of the Company Shareholders.

8.28. Decisions on questions specified in sub-paragraphs 2, 6, and 14 – 19 of paragraph 8.4. of the Charter shall be made by the General Meeting of the Company Shareholders only at the suggestion of the Board of Directors of the Company.

8.29. Decisions on the procedure for holding of the General Meeting of the Company Shareholders shall be made by the General Meeting of the Company Shareholders at the suggestion of the Board of Directors of the Company by the majority of votes of shareholders – possessors of voting shares of the Company taking part in the General Meeting of the Company Shareholders.

Voting ballots

8.30. When the General Meeting of the Company Shareholders is held in the form of joint presence and voting on questions included in the agenda by voting ballots, then voting ballots shall be handed over against signature to each person specified in the list of persons having the right to participate in the General Meeting of the Company Shareholders (a representative of such a person), who has registered for participation in the General Meeting of the Company Shareholders.

8.31. When the General Meeting of the Company Shareholders is held in the form of the absentee voting, then voting ballots shall be mailed or shall be handed over against signature to each person specified in the list of persons having the right to participate in the General Meeting of the Company Shareholders not later than 20 days prior to the final date appointed for acceptance of voting ballots.

8.32. Voting ballots shall be sent by registered mail or shall be handed over to a shareholder personally against signature.

8.33. A voting ballot shall contain the following details:

• the full company name of the company and its location;

• the form of holding of the General Meeting of the Company Shareholders (the joint presence or the absentee voting);

• the date, place and time of the General Meeting of the Company Shareholders and the postal address to which filled – in voting ballots may be mailed, or in cases when the General Meeting of the Company Shareholders is held in the form of the absentee voting, the deadline for receipt of voting ballots and the postal address to which filled – in voting ballots are to be sent;

• wordings of decisions on each question included in the agenda (the name of each candidate), voted by a relevant voting ballot;

• variants for voting on each question included in the agenda worded as “for”, “against”, “abstained”;

• specification that a voting ballot shall be signed by a shareholder.

Voting

8.34. Voting at the General Meeting of the Company Shareholders shall be conducted according to the following principle: “one voting share of the Company - one vote”.

8.35. Voting at the General Meeting of the Company Shareholders shall be conducted by voting ballots.

8.36. Votes of shareholders at the General Meeting of the Company Shareholders shall be counted by the Secretary of the General Meeting of the Company Shareholders elected by the General Meeting of the Company Shareholders.

8.37. Minutes on results of voting shall be drawn up based on results of voting and shall be signed by the Chairman and the Secretary of the General Meeting of the Company Shareholders. Minutes of the General Meeting of the Company Shareholders shall be drawn up not later than within 15 days after closure of the General Meeting of the Company Shareholders or the final date appointed for acceptance of voting ballots in case the General Meeting of the Company Shareholders is held in the form of the absentee voting.

8.38. Minutes on results of voting shall be attached to minutes of the General Meeting of the Company Shareholders.

8.39. Votes at the General Meeting of the Company Shareholders on a question put to vote, the right to vote on which when a decision is made on this question is held by shareholders – possessors of ordinary and privileged shares shall be counted on all voting shares jointly, unless otherwise is provided for under the Federal Law “On Joint Stock Companies”.

Minutes of General Meeting of the Company Shareholders

8.40. Minutes of the General Meeting of the Company Shareholders shall be drawn up in two copies not later than within 15 days after closure of the General Meeting of the Company Shareholders. Both copies of minutes shall be signed by a person presiding at the General Meeting of the Company Shareholders and the Secretary of the General Meeting of the Company Shareholders.

8.41 Minutes of the General Meeting of the Company Shareholders shall contain the following details:

• the place and time of holding of the General Meeting of the Company Shareholders;

• the total number of votes held by shareholders –possessors of voting shares of the Company;

• a number of votes held by shareholders taking part in the General Meeting of the Company Shareholders;

• the Chairman (or the presidium) and the Secretary of the General Meeting of the Company Shareholders and the agenda of the General Meeting of the Company Shareholders.

8.42. Minutes of the General Meeting of the Company Shareholders shall contain basic points of the speeches, questions put to vote and results of voting on them, decisions made by the General Meeting of the Company Shareholders.

8.43. Decisions made by the General Meeting of the Company Shareholders as well as results of voting shall be declared at the General Meeting of the Company Shareholders, at which voting was conducted or shall be communicated to shareholders having the right to participate in the General Meeting of the Company Shareholders at least within 10 days after drawing up of minutes concerning results of voting in the form of report on results of voting in accordance with the procedure provided for communication concerning holding of the General Meeting of the Company Shareholders.

Extraordinary General Meeting of the Company Shareholders

8.44. The extraordinary General Meeting of the Company Shareholders shall be held in accordance with the decision of the Board of the Company at its own initiative, at the request of the Auditing Commission of the Company, the Auditor of the Company as well as shareholders (a shareholder) possessing not less than 10 percent of voting shares of the Company as of the date of submission of this request.

8.45. The extraordinary General Meeting of the Company Shareholders shall be convened at the request of the Auditing Commission of the Company or shareholders (a shareholder) possessing not less than 10 percent of voting shares of the Company by the Board of Directors of the Company.

8.46. Within 5 days from the date of submission of the request concerning convocation of the extraordinary General Meeting of the Company Shareholders, the Board of Directors of the Company shall be obliged to make a decision concerning convocation of or refusal to convent the extraordinary General Meeting of the Company Shareholders. This decision shall be sent to persons requesting convocation of the extraordinary General Meeting of the Company Shareholders not later than 3 days from the date this decision is made.

8.47. The decision concerning refusal to convene the extraordinary General Meeting of the Company Shareholders may be made only on grounds established under the Federal Law “On Joint Stock Companies”.

8.48. The extraordinary General Meeting of the Company Shareholders shall be held within 40 days from the date of submission of the request on its holding and not earlier than in 20 days from the date the Board of Directors of the Company has decided to hold it.

8.49. If within the term established under the Federal Law “On Joint Stock Companies” and the Charter of the Company the Board of Directors of the Company has failed to make the decision to convene the extraordinary General Meeting of the Company Shareholders or has made the decision to refuse to convene the extraordinary General Meeting of the Company Shareholders, the latter may be convened by bodies or persons requesting its convocation.

9. BOARD OF DIRECTORS OF THE COMPANY

Competence

9.1. The Board of Directors of the Company shall carry out the general management of the Company activities, with the exception of questions falling within the scope of competence of the General Meeting of the Company Shareholders.

9.2. The following questions shall fall within the scope of competence of the Board of Directors (the Supervisory Board) of the Company:

1) outlining priority directions of the Company activities;

2) convocation of the annual and the extraordinary General Meetings of the Company Shareholders, with the exception of cases provided for under paragraph 8 of article 55 of the Federal Law “On Joint Stock Companies”;

3) approval of the agenda of the General Meeting of the Company Shareholders.

4) determination of the date for drawing up of the list of shareholders having the right to participate in the General Meeting of the Company Shareholders and any other questions falling within the scope of competence of the Board of Directors of the Company in accordance with provisions set forth in chapter VII of the Federal Law “On Joint Stock Companies” and connected with preparation and holding of the General Meeting of the Company Shareholders;

5) increase of the Authorized Capital of the Company by means of placement by the Company of additional shares up to a number and categories (types) of authorized shares in the following cases:

• conversion of bonds and other securities of the Company into shares;

• distribution of additional shares among shareholders in case of increase of the Authorized Capital out of the property of the Company;

6) preliminary approval of annual reports of the Company;

7) placement of bonds not convertible into shares and other emissive securities not convertible into shares;

8) approval of the decision concerning issue of securities, prospectuses, reports on issue of securities of the Company, amendment hereof;

9) determination of price (the money value) of the property, the price of placement and repurchase of emissive securities in cases provided for under the Federal Law “On Joint Stock Companies”.

10) acquisition of shares placed by the Company in accordance with paragraph 2 of article 72 of the Federal Law “On Joint Stock Companies” ;

11) acquisition of bonds and other emissive securities placed by the Company in cases provided for under the Federal Law “On Joint Stock Companies” ;

12) approval of the report on results of acquisition of shares acquired in accordance with paragraph 1 of article 72 of the Federal Law “On Joint Stock Companies”;

13) formation of the executive body of the Company and early termination of its powers.

14) recommendations on the amount of remuneration and compensation to be paid to members of the Auditing Commission (the Internal Auditor) of the Company and determination of an amount of the remuneration to be paid for services rendered by the Auditor.

15) recommendations to the General Meeting of the Company Shareholders on the procedure for distribution of profits and losses of the Company based on results of the financial year;

16) recommendations on the amount of dividend on shares and procedure of dividend payment;

17) application of the reserve fund and other funds of the Company;

18) approval of internal documents of the Company, with the exception to internal documents, to be approved by the General Meeting of the Company Shareholders in accordance with the Federal Law “On Joint Stock Companies” as well as internal documents of the Company, which approval falls within the scope of competence of the executive bodies of the Company;

19) establishment and liquidation of affiliates and opening and liquidation of representative offices, approval of provisions on affiliates and representative offices, amendment hereof, appointment of heads of affiliates and representative offices and termination of their powers;

20) introduction in the Charter of the Company of amendments connected with establishment of affiliates and opening of representative offices and their liquidation;

21) approval of large – scale transactions in cases provided for under chapter X of the Federal Law “On Joint Stock Companies”;

22) approval of related - party transactions in cases provided for under chapter XI of the Federal Law “On Joint Stock Companies”;

23) approval of the Registrar of the Company and terms of the contract to be concluded with the Registrar as well as cancellation of this contract;

24) making at any time of the decision concerning audit of the financial and business activity of the Company;

25) appointment of a person authorized to sign the contract on behalf of the Company with the one – man executive body;

26) making of the list of additional documents to be obligatory kept in the Company;

27) approval of the contract with the person performing functions of the one – man executive body of the Company;

28) making of the decision concerning alienation of placed shares of the Company being at disposal of the Company;

29) preliminary approval of transactions connected with acquisition, alienation and the possibility of alienation by the Company of real estate irrespective of the amount of a transaction;

30) preliminary approval of transactions connected with granting and obtainment by the Company of loans, credits and sureties to the amount exceeding 5 (five) percent of the balance sheet value of assets based on accounting figures of the Company for the last reporting period preceding to the date of conclusion of the transaction;

31) making of the decision concerning conclusion by the Company of a bill transaction including on issue by the Company of bills, effecting of endorsements, avals, payments on them irrespective of their amount:

32) making of decisions concerning conclusion of transactions connected with acquisition, alienation and the possibility of alienation of shares (equities, stakes) in any other commercial organizations;

33) making of decisions concerning use of rights granted by the Company’s shares (equities, stakes) in any other commercial organizations;

34) making of decisions concerning participation in non-commercial organizations, with the exception of cases specified in sub-paragraph 18 of paragraph 1 of article 48 of the Federal Law “On Joint Stock Companies”;

35) any other questions provided for under the Federal Law “On Joint Stock Companies”.

9.3. Questions, falling within the scope of competence of the Board of Directors of the Company may not be decided by the executive body of the Company.

Procedure for election of members of the Board of Directors of the Company and termination of their powers

9.4. Members of the Board of Directors of the Company shall be elected by the General Meeting of the Company Shareholders in a number of 7 persons for the term till the next annual General Meeting of the Company Shareholders.

9.5. Members of the Board of Directors of the Company shall be elected by the simple majority of votes of shareholders – possessors of voting shares and voting shall be made on each candidate in members of the Board of Directors of the Company separately.

9.6. Any member of the Board of Directors of the Company shall have the right at any time to divest him- or herself of authorities subject to written notification of the Chairman of the Board hereof in writing and specifying the date of divesting.

9.7. If a number of members of the Board of Directors of the Company becomes less than a half of a number of members of the Board of Directors of the Company determined in the Charter of the Company, the Board of Directors of the Company shall be obliged to make the decision to hold the extraordinary General Meeting of the Company Shareholders for the purpose to elect a new composition of the Board of Directors of the Company. The other members of the Board of Directors of the Company shall have the right to make the decision only with respect to convocation of such an extraordinary General Meeting of the Company Shareholders.

9.8. The General Meeting of the Company Shareholders shall have the right at any time to make the decision concerning termination of powers of some and all members of the Board of Directors of the Company.

9.9. In case of early termination of powers of a member of the Board of Directors of the Company, powers of other members of the Board of Directors of the Company shall not be terminated with the exception of the case stipulated in the previous paragraph of the Charter.

9.10. If powers of all members of the Board of Directors of the Company are terminated earlier and the extraordinary General Meeting of the Company Shareholders has failed to elect members of the Board of Directors of the Company in a number constituting the quorum for holding of the meeting of the Board of Directors of the Company determined in this Charter, then powers of the Board of Directors of the Company shall be terminated with the exception of powers connected with preparation, convocation and holding of the General Meeting of the Company Shareholders.

Chairman of the Board of Directors

9.11. The Chairman of the Board of Directors of the Company shall be elected by members of the Board of Directors of the Company from among them by the majority of votes of members of the Board of Directors of the Company present at the meeting of the Board of Directors of the Company.

9.12. The Board of Directors of the Company may re-elect its Chairman of the Board of Directors of the Company at any time by the majority of votes of members of the Board of Directors of the Company.

9.13. The Chairman of the Board of Directors of the Company shall organize the work of the Board of Directors of the Company, convene meetings of the Board of Directors of the Company and preside at them, shall organize keeping minutes at meetings.

9.14. In the absence of the Chairman of the Board of Directors of the Company, his/her functions shall be performed by one of members of the Board of Directors of the Company in accordance with the decision of the Board of Directors of the Company.

Procedure for making of decisions by the Board of Directors of the Company

9.15. Meetings of the Board of Directors of the Company shall be convened by the Chairman of the Board of Directors of the Company at his/her own initiative, at the request of a member of the Board of Directors of the Company, the Auditing Commission of the Company, the executive body of the Company.

9.16. When determining the quorum and results of voting on questions included in the agenda written opinion of any member, who is absent at the meeting of the Board of Directors of the Company shall be taken into account.

9.17. The Board of Directors of the Company may make a decision through the absentee voting. The procedure for preparation and holding of meetings of the Board of Directors of the Company as well as the procedure for making of decisions through the absentee voting shall be determined under the internal document of the Company.

9.18. The quorum for holding of a meeting of the Board of Directors of the Company shall be presence of at least a half of a number of members of the Board of Directors of the Company determined under the Charter and (or) availability of their written opinion, with the exception of the quorum on questions for making of the decision on which the unanimous opinion, the majority of three fourths of votes or the majority of all members of the Board of Directors of the Company disregarding votes of members of the Board of Directors of the Company, who have retired as well as the majority of members of the Board of Directors of the Company not interested in conclusion by the Company of a transaction shall be required in accordance with the Federal Law “On Joint Stock Companies” and the Charter of the Company.

9.19. Decisions of the Board of Directors of the Company made by the absentee voting shall be considered to be valid if over a half of a number of members of the Board of Directors of the Company determined under the Charter of the Company participated in the absentee voting, with the exception of questions for making of the decision on which the unanimous opinion, the majority of three fourths of votes or the majority of all members of the Board of Directors of the Company disregarding votes of members of the Board of Directors of the Company, who have retired shall be required in accordance with the Federal Law “On Joint Stock Companies” and the Charter of the Company.

9.20. Decisions at meetings of the Board of Directors of the Company shall be made by the majority of votes of members of the Board of Directors participating in the meeting and (or) expressing their written opinion, unless otherwise is provided for under the Federal Law “On Joint Stock Companies” and the Charter of the Company.

9.21. Decisions of the Board of Directors of the Company shall be considered to have been made if over a half of members of the Board of Directors of the Company participating in the absentee voting voted “for”, unless otherwise is provided for under the Federal Law “On Joint Stock Companies” and the Charter of the Company.

9.22. When decisions are made on questions of the agenda at meetings of the Board of Directors of the Company each member of the Board of Directors of the Company shall have one vote.

9.23. Votes may not be transferred from one member of the Board of Directors of the Company to another or to any other persons.

9.24. In case of equality of votes of members of the Board of Directors of the Company, the vote of the Chairman of the Board of Directors of the Company shall be decisive.

9.25. Decisions on questions concerning approval of large – scale transactions shall be made unanimously by all members of the Board of Directors of the Company and votes of members of the Board of Directors of the Company, who have retired, shall not be counted.

9.26. Decisions on questions concerning approval of related - party transactions shall be made by the majority of votes of directors not interested in conclusion of a transaction. If a number of directors not interested in conclusion of a transaction is less than the quorum determined under this Charter for holding of the meeting of the Board of Directors of the Company, then the decision concerning approval of the transaction shall be made by the General Meeting of the Company Shareholders.

10. EXECUTIVE BODY OF THE COMPANY – GENERAL DIRECTOR

10.1. Current activities of the Company shall be managed by the one - man executive body of the Company – the General Director of the Company. The General Director of the Company shall be accountable to the Board of Directors of the Company and the General Meeting of the Company Shareholders.

10.2. The scope of competence of the General Director of the Company shall include all questions on management of current activities of the Company, with the exception of questions falling within the scope of the General Meeting of the Company Shareholders or the Board of Directors of the Company.

10.3. The General Director of the Company shall arrange execution of decisions made by the General Meeting of the Company Shareholders and the Board of Directors of the Company.

10.4. The General Director of the Company shall act without a power of attorney on behalf of the Company within powers granted to him/her under the Federal Law “On Joint Stock Companies” and the Charter of the Company, including

• representation of the Company interests;

• making transactions on behalf of the Company;

• transactions specified in paragraphs 28 – 34 of paragraph 9.2. of this Charter shall be concluded by the General Director of the Company only subject to preliminary consent of the Board of Directors of the Company;

• approve personnel, issue orders and give instructions binding for execution by all employees of the Company;

• organize maintenance of business accounting and reporting in the Company;

• perform any other functions required for achievement of objectives of the Company activity and provision of its normal work.

10.5. The General Director of the Company shall be elected by the Board of Directors of the Company for 5 years.

10.6. Rights and obligations of the General Director of the Company connected with management of current activities of the Company shall be determined under the legislation and the contract concluded by the General Director of the Company. The contract with the General Director of the Company on behalf of the Company shall be signed by the Chairman of the Board of Directors of the Company or a person authorized by the Board of Directors of the Company.

10.7. The Board of Directors of the Company may at any time make a decision concerning early termination of powers of the General Director of the Company in case the latter is not capable to perform his /her functions as well as on grounds provided for in the contract and the effective legislation.

11. AUDITING COMMISSION

11.1. Control over financial and business activities of the Company shall be effected by the Auditing Commission of the Company.

11.2. The Auditing Commission of the Company shall be elected in a number of 3 persons by the General Meeting of the Company Shareholders till the next annual General Meeting of the Company Shareholders.

11.3. If due to any reasons the annual General Meeting of the Company Shareholders fails to elect the Auditing Commission of the Company, then powers of acting members of the Auditing Commission of the Company shall be prolonged till election of the Auditing Commission of the Company.

11.4. Powers of individual members of the Auditing Commission of the Company or the whole Auditing Commission of the Company may be terminated earlier under the decision of the General Meeting of the Company Shareholders.

11.5. Members of the Auditing Commission of the Company may not simultaneously be members of the Board of Directors of the Company as well as may not hold any other offices in management bodies of the Company.

11.6. The scope competence of the Auditing Commission of the Company shall include:

1) audit of financial documents of the Company, business accounts, opinions of inventory commissions, comparison of the above documents with primary accounting data;

2) analysis of accuracy and completeness of keeping business accounting, tax, management and statistical accounting;

3) analysis of financial position of the Company, its paying capacity, liquidity of assets, debt-equity ratio, net assets and authorized capital ratio, revelation of reserves for improvement of economic state of the Company, drawing up recommendations for management bodies of the Company;

4) audit of timeliness and correctness of payments to suppliers of goods and services, payments to budget and off-budget funds, distribution of dividends, payments of interest on bonds, cancellation of other obligations;

5) confirmation of reliability of data included in annual reports of the Company, annual business accounts, profit and loss statements (profits and losses accounts), distribution of profits, reporting documents for taxation and statistical authorities, state administration bodies;

6) audit of competence of the one-man executive body upon conclusion of contracts on behalf of the Company;

7) audit of competence of decisions made by the one-man executive body, the Liquidation Commission of the Company and their adequacy with the Charter and decisions made by the General Meeting of the Company Shareholders;

8) analysis of decisions made by the General Meeting of the Company Shareholders and their adequacy with the law and the Charter of the Company.

11.7. The Auditing Commission of the Company shall have the following rights:

• to demand personal explanations from members of the Board of Directors, employees of the Company, including any office holders on questions falling within the scope of competence of the Auditing Commission of the Company;

• to put to the management bodies the question concerning responsibility of employees of the Company including any office holders if they violate the Charter, provisions, rules and instructions adopted in the Company.

11.8. The audit (inspection) of financial and business activity of the Company shall be conducted on the basis of results of activity carried out by the Company within a year as well as at any time at the initiative of the Auditing Commission of the Company, in accordance with the decision of the General Meeting of the Company Shareholders, the Board of Directors of the Company or at the request of a shareholder (shareholders) having in aggregate not less than 10 percent of voting shares of the Company.

11.9. At the request of the Auditing Commission of the Company, persons holding offices in the management bodies of the Company shall be obliged to present documents pertaining to financial and business activity of the Company.

11.10. The above documents shall be presented within 5 days from the date of submission of the written request.

11.11. The Auditing Commission of the Company shall have the right to demand convocation of the extraordinary General Meeting of the Company Shareholders in accordance with the procedure provided for under article 55 of the Federal Law “On Joint Stock Companies”.

11.12. The Auditing Commission of the Company shall have the right to demand convocation of a meeting of the Board of Directors of the Company. The Chairman of the Board of Directors of the Company shall have no right to refuse the Auditing Commission of the Company in convocation of a meeting of the Board of Directors of the Company.

12. AUDITOR OF THE COMPANY

12.1. The Auditor of the Company shall audit financial and business activities of the Company in accordance with legal acts of the Russian Federation on the basis of the contract concluded with the Auditor.

12.2. The Auditor of the Company shall be approved under the decision of the General Meeting of the Company Shareholders. The amount of the fee to be paid for services rendered by the Auditor of the Company shall be determined by the Board of Directors of the Company.

13. ACCOUNTING, REPORTING AND DOCUMENTS OF THE COMPANY

13.1. The Company shall maintain business accounting and shall submit financial statements in accordance with the procedure provided for under the Federal Law “On Joint Stock Companies” and other legal acts of the Russian Federation.

13.2. Responsibility for organization, state and reliability of business accounting in the Company, timely submission of the annual report and any other financial statements to competent authorities as well as information on activity of the Company provided to shareholders, creditors and in mass media shall be borne by the General Director of the Company in accordance with the Federal Law “On Joint Stock Companies” and other legal acts of the Russian Federation and this Charter.

13.3. Reliability of information contained in the annual report of the Company, annual accounting statements shall be confirmed by the Auditing Commission of the Company.

13.4. Prior to publication by the Company of documents specified in this Charter the Company shall attract for annual audit and confirmation of annual financial statements the Auditor not connected by property interests with the Company and shareholders of the Company.

13.5. The annual report of the Company shall be preliminary approved by the Board of Directors of the Company not later than 30 days prior to the date of holding the annual General Meeting of the Company Shareholders.

13.6. The Company shall be obliged to keep the following documents:

• the Memorandum of Association of the Company;

• this Charter with all amendments hereof, registered in accordance with the established procedure, the decision concerning establishment of the Company, certificate of the state registration of the Company;

• documents confirming rights of the Company to the property accounted on its balance sheet;

• internal documents of the Company;

• provisions on affiliates or representative offices of the Company;

• annual financial reports;

• business accounting documents;

• business reporting documents;

• minutes of General Meetings of the Company Shareholders, meetings of the Board of Directors of the Company, the Auditing Commission of the Company and the Board of the Company;

• voting ballots and powers of attorney (copies of powers of attorney) for participation in the General Meeting of the Company Shareholders;

• opinions of independent evaluators;

• lists of affiliated persons of the Company;

• lists of persons, having the right to participate in the General Meeting of the Company Shareholders, having the right to receive dividends as well as any other lists drawn up by the Company for shareholders to exercise their rights in accordance with requirements of the Law of the Russian Federation “On Joint Stock Companies”;

• opinions of the Auditing Commission of the Company, the Auditor of the Company, state and municipal financial control authorities;

• issue prospectuses, quarterly reports of the issuer and other documents containing information for publication or otherwise disclosure in accordance with the Law of the Russian Federation “On Joint Stock Companies” and other federal laws;

• any other documents provided for under the Federal Law “On Joint Stock Companies”, the Charter of the Company, internal documents of the Company, decisions of the General Meeting of the Company Shareholders, the Board of Directors of the Company, the management bodies of the Company as well as documents provided for under legal acts of the Russian Federation.

13.7. The Company shall keep documents specified in paragraph 13.6. of this Charter at the place of location of its executive body in accordance with the procedure and within terms established by the federal executive authority for the securities market.

13.8. Information on the Company shall be provided by the Company in accordance with requirements of the Federal Law “On Joint Stock Companies” and any other legal acts of the Russian Federation.

13.9. The Company shall provide for shareholders access to the documents specified in paragraph 13.6. of this Charter. Business accounting documents and minutes of meetings of the Board of the Company shall be accessible for shareholders (a shareholder) having in aggregate not less than 25 percent of shares in the Company.

13.10. For familiarization with the documents specified in paragraph 13.6. of this Charter shareholders shall send their written request addressed to the General Director of the Company.

13.11. The request of a shareholder shall contain the following details:

• surname, name, patronymic (name) of a shareholder;

• a number of a shareholder’s shares;

• a list of requested documents;

• a manner to familiarize with documents (at the place of location of the Company or receipt of copies of documents specifying the address of delivery);

• address of delivery, contact telephone.

13.12. In case a request is sent by a corporate entity, a notarized copy of a document confirming powers of a person, who signed the request shall be attached.

13.13. For provision of documents the Company within 2 days from the date of receipt by the Company of the request shall verify the fact of holding by a requesting person of shares in the Company. Presentation by a shareholder of an extract from the Register of Shareholders shall be a sufficient proof of the fact of holding by a requesting person of shares in the Company.

13.14. If a shareholder intends to familiarize him-/her-/itself with documents at the place of location of the Company, then within 5 days from the date of receipt by the Company of the request the Company shall notify the shareholder concerning the time and the procedure for familiarization with information. The Company shall bear no responsibility for violation of terms for provision for familiarization of requested documents in case of inaccurate specification in the request of the address or the contact telephone of the shareholder.

13.15. At the request of persons having the right of access to documents specified in paragraph 13.6. of this Charter the Company shall provide them with copies of the above documents. The charge collected by the Company for provision of these copies may not exceed expenses for their making.

13.16. If a shareholder intends to receive copies of documents at the address specified in the request, then within 7 days from the date of receipt by the Company of the request the Company shall send to the shareholder a bill specifying payment details of the Company and the amount of payment for expenses for making of copies of requested documents.

13.17. Upon payment according the above payment details the Company within 2 business days shall mail to a shareholder copies of requested documents at the address specified in the request.

14. RESPONSIBILITY OF MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE BODY OF THE COMPANY

14.1. Members of the Board of Directors of the Company, the one – man executive body of the Company (the General Director of the Company) when executing their duties shall act in interests of the Company, shall exercise their rights and execute their duties in respect of the Company on the bona fide and reasonable basis.

14.2. Members of the Board of Directors of the Company, the one – man executive body of the Company (the General Director of the Company) shall bear responsibility to the Company for losses caused to the Company through their faulty actions (failure to act), unless any other grounds and extent of responsibility are established under federal laws.

14.3. In this regard, members of the Board of Directors of the Company, who voted against the decision involving the Company in losses or who did not participate in voting shall bear no responsibility.

14.4. The Company or a shareholder (shareholders) having in aggregate not less than 1 percent of ordinary shares of the Company shall have the right to file a claim to the court against a member of the Board of Directors of the Company, the one – man executive body of the Company (the General Director of the Company) as well as against the management company or the manager for compensation of losses caused to the Company in the case provided for under paragraph 2 of article 71 of the Federal Law “On Joint Stock Companies”.

TRUE COPY

Seal: Ministry of Taxes and Dues of the Russian Federation

Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

Stamp: All together bound, numbered and sealed 21 sheets

Seal: Russian Federation * Moscow region * Pushkino * Joint Stock company

«Distillery «Topaz»

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On June 24, 2003

OGRN 1025004907916

GRN 2035007562027

GRN 2045007558583

A copy of document is kept with registering agency

Head Shilyaeva T.N.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

under decision of the General Meeting of the Company Shareholders

on September 30, 2002

Minutes No1


Chairman of the General Meeting of the Company Shareholders signature		V.A. Lelyukh
Secretary of the General Meeting of the Company Shareholders signature		K.P. Bocharov

Seal: Russian Federation * Moscow region * Pushkino * Joint Stock company

«Distillery «Topaz»

AMENDMENT No1

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Item 4.1. of the paragraph “Amount of the Authorized Capital” of the Chapter “Authorized Capital” shall be worded in the following version:

4.1. The Authorized Capital of the Company shall amount 57 240 000 (Fifty seven million two hundred forty thousand) roubles and shall be determined as the sum of nominal values of 57 240 (Fifty seven thousand two hundred forty) ordinary registered shares (placed shares).

Item 4.3. of the paragraph “Amount of the Authorized Capital” of the Chapter “Authorized Capital” shall be worded in the following version:

4.3. The Company shall have the right to place additionally to shares that have already been placed 50 000 (Fifty thousand) pieces of ordinary shares for the nominal value equal to 1 000 (One thousand) roubles each and 25 000 (twenty five thousand) pieces of privileged shares for the nominal value equal to 1 000 (one thousand) roubles each (authorized shares).

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On September 14, 2004

OGRN 1025004907916

GRN 2045007558583

A copy of document is kept with registering agency

Head Shilyaeva T.N.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

by the extraordinary General Meeting of the Company Shareholders

on September 06, 2004

Minutes No 3

AMENDMENT No 2

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Item 4.3. of the paragraph “Authorized shares” of the Chapter “Authorized Capital” shall be worded in the following version:

4.3. The Company shall have the right to place additionally to shares that have already been placed 250 000 (Two hundred fifty thousand) pieces of ordinary shares for the nominal value equal to 1 000 (One thousand) roubles each and 25 000 (twenty five thousand) pieces of privileged shares for the nominal value equal to 1 000 (one thousand) roubles each (authorized shares).

Seal: Russian Federation * Moscow region * Pushkino * Joint Stock company

«Distillery «Topaz»

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On September 22, 2004

OGRN 1025004907916

GRN 2045007564040

A copy of document is kept with registering agency

Head Shilyaeva T.N.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

under decision of the Board of Directors of Joint Stock Company “Distillery “Topaz”

on December 21, 2004

Minutes No 18

Chairman of the Board of Directors of Joint Stock Company “Distillery “Topaz”

Signature P.A. Levin

Secretary of the Board of Directors of Joint Stock Company “Distillery “Topaz”

Signature M.A. Iljina

AMENDMENT No 3

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Paragraph 4.1. of the Chapter of the Company shall be worded in the following version:

4.1. The Authorized Capital of the Company shall amount to 293 381 000 (Two hundred ninety three million three hundred eighty one thousand) roubles and shall be determined as the sum of nominal values of 293 381 (Two hundred ninety three thousand three hundred eighty one) ordinary registered shares (placed shares).

Paragraph 4.3. of the Chapter of the Company shall be worded in the following version:

4.3. The Company shall have the right to place additionally to shares that have already been placed 13 8859 (Thirteen thousand eight hundred fifty nine) pieces of ordinary shares for the nominal value equal to 1 000 (One thousand) roubles each and 25 000 (twenty five thousand) pieces of privileged shares for the nominal value equal to 1 000 (one thousand) roubles each (authorized shares).

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On August 23, 2006

OGRN 1025004907916

GRN 2065038105450

A copy of document is kept with registering agency

Head Akulina T.V.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

under decision of the Sole Participant of Joint Stock Company “Distillery “Topaz”

on August 08, 2006

AMENDMENT No 4

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Paragraph 1. “GENERAL PROVISIONS” of the Charter of Joint Stock Company “Distillery “Topaz” with new paragraph 1.18.:

1.18. The Sole Shareholder of the Company shall be Cirey Holdings Inc. established and existing in accordance with the legislation of British Virgin Islands and located at the following address: 325 Waterfront Drive, Omar Hodge Building, 2^nd Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands.

Cirey Holdings Inc.

Signature

Rumyantsev O.V.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On November 19, 2007

OGRN 1025004907916

GRN 2075038095658

A copy of document is kept with registering agency

Deputy Head Fateeva T.I.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

under decision of the Sole Participant of Joint Stock Company “Distillery “Topaz”

on November 06, 2007

AMENDMENT No 5

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Paragraph 1. “GENERAL PROVISIONS” of the Charter of Joint Stock Company “Distillery “Topaz” with paragraph 1.18.:

The Sole Shareholder of the Company shall be LVZ HOLDINGS LIMITED established and existing in accordance with the legislation of Cyprus and located at the following address: Theklas Lysioti, 29, CASSANDRA CENTER, 2^nd floor, Flat/Office 201-202, P.C. 3030, Limassol, Cyprus.

LVZ HOLDINGS LIMITED

Signature

Stabdguard Limited

Director

Seal: LVZ HOLDINGS LIMITED

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On August 04, 2008

OGRN 1025004907916

GRN 2085038068234

A copy of document is kept with registering agency

Deputy Head Alekseeva I.A.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

under decision of the Sole Participant of Joint Stock Company “Distillery “Topaz”

on July 28, 2008

AMENDMENT No 6

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Item 1.18. of paragraph 1. “GENERAL PROVISIONS” of the Charter of the Company shall be worded in the following version:

The Sole Shareholder of the Company shall be Closed Joint Stock Company “Group of Companies “Russian Alcohol” – a corporate entity established in accordance with the legislation of the Russian Federation and located at the following address: 129344, Moscow, Enisejskaya Str., 1, build. 1 (OGRN 1037705023190).

Closed Joint Stock Company “Group of Companies “Russian Alcohol”

Signature

General Director

Sorokin S.V.

Seal: Joint Stock Company “Distillery “Topaz” * Russian Federation * Moscow region * Pushkino * OGRN 1025004907916

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation for Moscow region No3

A record was entered into the Unified Sate Register of Corporate Entities

On August 28, 2008

OGRN 1025004907916

GRN 2085038078992

A copy of document is kept with registering agency

Deputy Head Alekseeva I.A.

Stamp: Inter-District Inspectorate of the Ministry of Taxes and Dues of the Russian Federation

APPROVED

under decision of the Sole Participant of Joint Stock Company “Distillery “Topaz”

on August 18, 2008

AMENDMENT No 7

INTO CHARTER OF JOINT STOCK COMPANY

«DISTILLERY «TOPAZ»

(fourth version)

Item 4.3. of the paragraph “Authorized Capital” of the Chapter of the Company shall be worded in the following version:

The Company shall have the right to place additionally to shares that have already been placed 252 152 (Two hundred fifty two thousand one hundred fifty two) ordinary registered shares for the nominal value equal to 1 000 (One thousand) roubles each and 25 000 (twenty five thousand) pieces of privileged shares for the nominal value equal to 1 000 (one thousand) roubles each (authorized shares).

Closed Joint Stock Company

“Group of Companies “Russian Acohol”

Signature

General Director

Sorokin S.V.

Seal: Closed Joint Stock Company “Group of Companies “Russian Alkohol” * 1037705023190 * Moscow

Seal: Joint Stock Company “Distillery “Topaz” * Russian Federation * Moscow region * Pushkino * OGRN 1025004907916

STAMP:

Regional IFTS of Russia No.3 in Moscow region

TRUE COPY

OGRN No. 1025004907916

GRN 2125038055943

Registration date 11.09.2012

Bound, numbered and stamped at 1 page

Date of copying 11.09.2012

The original copy of the document is lodged

with the registration body.

Deputy Head /signature/ LS Seal

Approved by

Resolution of the Sole Member of

Likero-Vodochny Zavod Topaz

Closed Joint-Stock Company

September 03, 2012

SEAL of Federal Tax Service of Russia

IFTS of Russia in Moscow region

Regional Inspection of the Federal

Tax Service in Moscow region

AMENDMENT No.8

TO THE CHARTER OF LIKERO-VODOCHNY ZAVOD TOPAZ

CLOSED JOINT-STOCK COMPANY

(COMPANY)

(Revision 4)

Clause 4.3 of the paragraph “SHARE CAPITAL” of the Company’s Charter shall be read as follows:

“The Company may issue 2 059 000 (two million fifty-nine thousand) common registered shares of nominal value 1000 (one thousand) rubles each and 25 000 (twenty-five thousand) preferred shares of nominal value 1000 (one thousand) rubles each (authorized shares), in addition to the existing issued shares.”

Closed Joint-Stock Company

Russian Alcohol Group of Companies

General Director

Grant Edward Winterton


SEAL of Likero-vodochny zavod TOPAZ		SEAL of Russian Alcohol Group of Companies

EX-99.T3A.11 12 d483104dex99t3a11.htm CHARTER Charter

Exhibit T3A.11

COPY

APPROVED

by the Special General Shareholder’ Meeting

of the Joint Stock Company

“Russian Alcohol Group”

Minutes dated January 28^th, 2009

ARTICLES OF ASSOCIATION

of Joint Stock Company

“Russian Alcohol Group”

(New Version)

Moscow, 2009

1. GENERAL PROVISIONS

1.1.	Joint Stock Company “Russian Alcohol Group”, hereinafter referred to as the “Company”, is established on the basis of the effective legislation of the Russian Federation.

1.2.	The Company shall be a legal entity and it shall own separated assets accounted on its balance sheet, and it may purchase in its name and exercise property and personal non-property rights, bear liabilities, be a claimant and a defendant in the court.

1.3.	The Company shall have a round seal, containing its full firm name in the Russian language. The Company shall have stamps and letter-heads with its name, and it may have a trademark registered under the established procedure, an emblem and other means of individualization.

1.4.	The Company shall be entitled under the procedure, established by the legislation of the Russian Federation to open banking accounts in roubles in the foreign currency at the territory of the Russian Federation and abroad.

1.5.

The Company is entitled, either independently and jointly with Russian and foreign legal entities (regardless of their property form and legal form) and individuals, establish both at the territory of the Russian Federation and foreign states legal entities and other organizations in any legal forms permitted by the law.

1.6.

The Company may have subsidiaries and affiliates with rights of a legal entity at the territory of the Russian Federation, established in compliance with the legislation of the Russian Federation, and abroad – in compliance with the legislation of the foreign state at the place of location of a subsidiary and an affiliate, unless the other is stipulated by an international treaty of the Russian Federation.

1.7.

The Company may establish representative offices, branches and other separated units both at the territory of the Russian Federation and abroad, observing requirements of the Russian Federation and also the legislation of foreign states at the place of location of affiliates and representative offices, unless the other is stipulated by an international agreement of the Russian Federation. A head of a branch and a head of a representative office shall be appointed by Company’s Board of Directors and they shall act on the basis of a power of attorney issued by the Company.

1.8.	The Company shall be liable for its liabilities with all the assets belonging to it.

1.9.	The Company shall not be liable for the liabilities of its shareholder.

1.10.

Shareholders shall not be liable for Company’s liabilities and bear a risk of losses, connected with its activity within the value of shares belonging to them.

1.11.

The State and its bodies shall not be liable for Company’s liabilities as equally the Company is not liable for the liabilities of the state and its authorities.

1.12.

The Company is established for an unlimited period of time.

2. NAME AND ADDRESS

2.1. Company’s name in full shall be: Joint Stock Company “Russian Alcohol Group”.

2.2. Company’s short name shall be: JSC “Russian Alcohol”

2.3. Company’s name in the English language shall be: Joint Stock Company “Russian Alcohol Group”.

2.4. Company’s address: Russian Federation, 129344, Moscow, Yeniseyskaya street 1, building 1.

Company’s postal address: Russian Federation, 129344, Moscow, Yeniseyskaya street 1, building 1.

3. OBJECTIVES AND TYPES OF ACTIVITY

3.1. Objective of Company’s activity shall be profit gaining.

3.2. Company’s basic types of activity shall be:

1) wholesale and retail in food and non-food products, including alcohol and other beverages;

2) production of alcoholic and beverage items, vodka and by-products production;

3) purchase of raw materials for production of alcoholic beverages, vodka and by-products production;

4) foreign economic activity, including export and import operations;

5) intermediary activity.

6) provision of managerial, consultative, advertising, marketing, trust, brokerage and other commercial services;

7) representation of interests of foreign firms and companies;

8) building of production facilities and auxiliary premises, required for Company’s activity;

9) carrying other types of works and services, not prohibited by the effective legislation.

3.3. The Company shall carry out trading, production, service, information and consulting, and also other types of activity in all spheres of production, economics, science, education, culture, art, healthcare and sport at the entire territory of the Russian Federation and abroad.

3.4. All the above specified and other types of activity shall be carried out by the Company, both in the Russian Federation and abroad within the foreign economic and foreign trade activity (import – export) of activity in compliance with the effective legislation, including by the way of performance of transactions in the form of export, realty, bargaining, trade and intermediary, barter and other transactions.

Also the Company is entitled to deal in any other types of activity not prohibited by the effective legislation of the Russian Federation.

3.5. The Company may carry out separate types of activity, which list is determined by the Federal Law, only on the basis of a special permission (license). If Provisions of granting a special permission (license) to carry out a particular type of activity stipulate a requirement to perform such an activity as an exclusive one, the Company shall be entitled within the validity term of the special permission (license) to carry out only the types of activity stipulated by the special permission (license) and types of activity accompanying them.

4. AUTHORIZED CAPITAL

Amount of the Authorized Capital

4.1. Company’s authorized capital shall consist of the nominal value of 35 678 (thirty-five thousand six hundred and seventy-eight) ordinary registered shares (placed shares) of the Company purchased by shareholders and equal to 356 780 000 (three hundred and fifty-six million seven hundred and eighty thousand) roubles.

Procedure and conditions of placement by the Company of the authorized shares shall be determined by a corresponding decision of the General Shareholders’ Meeting.

4.2. Nominal value of one share makes 10.000 (ten thousand) roubles.

Authorized Shares

4.3. The Company shall be entitled to place in addition to the placed shares 10.000 (ten thousand) pieces of ordinary shares with a nominal value of 10.000 (ten thousand) roubles each.

4.4. Authorized ordinary shares of the Company, in case of their placement, shall provide them to their owners (shareholders) the same scope of rights, as well as ordinary shares placed by the moment of taking a decision concerning placement of additional shares.

4.5. Terms of placement by the Company of additional shares shall be determined by the effective legislation of the Russian Federation and a decision concerning the increase of Company’s authorized capital.

Increase of the Authorized Capital

4.6. Company’s authorized capital may be increased by the way of increase of the nominal value of the placed shares.

4.7. A decision concerning the increase of the authorized capital by the way of increase of the nominal value of the placed shares shall be adopted by the General Shareholders’ Meeting by a majority of shareholders – holders of Company’s voting shares participating in the meeting.

4.8. A decision concerning an increase of the authorized capital by the way of an increase of the placed shares’ nominal value shall be taken by the General Shareholders’ Meeting only under a decision of Company’s Board of Directors.

4.9. Company’s authorized capital may be increased by the way of placement of additional shares within the value of the authorized shares.

4.10. A decision concerning the increase of the authorized capital by the way of placement of additional shares shall be taken by Company’s Board of Directors except for cases, when in compliance with the federal law this decision may be taken only by the General Shareholders’ Meeting.

4.11. A decision concerning the increase of the authorized capital by the way of placement of additional shares shall be passed by the Board of Directors unanimously by all members of Company’s Board of Directors, and in this connection shall not be counted votes of retired members of Company’s Board of Directors.

In case, if a unanimity of Company’s Board of Directors on the issue of increase of the authorized capital by the way of placement of additional shares is not achieved, then under a decision of Company’s Board of Directors the issue of the increase of the authorized capital by the way of placement of additional shares may be put forward for consideration of the General Shareholders’ Meeting of the Company.

Placement of Shares, Bonds and Other Equity Securities

4.12. The Company shall be entitled to place ordinary shares, and also one or several types of privileged shares.

4.13. All Company’s shares shall be registered ones and they shall be issued in a non-documentary form.

4.14. A share belonging to Company’s founder shall entitle its holder to a voting right from the moment of Company’s establishment.

4.15. Shareholders shall not be liable for Company’s liabilities and shall bear a risk of losses connected with its activity within the value of shares belonging to them.

4.16. Shareholders who have not paid for the shares at their placement in full shall be jointly liable for Company’s liabilities within the unpaid part of shares belonging to them

4.17. The Company shall be entitled to place additional shares and other equity securities by the way of a subscription and conversion. In case of an increase of Company’s authorized capital at the expense of its assets, the Company shall carry out placement of additional shares by the way of their placement among shareholders.

4.18. In case of placement of shares and equity securities convertible into shares by the way of signing, the Company shall be entitled to hold only a closed subscription.

Placement of shares (equity securities of the Company converted into shares) by the way of a closed subscription shall be performed only under a decision of the General Shareholders’ Meeting concerning the increase of Company’s authorized capital by the way of placement of additional shares (with placement of Company’s equity securities convertible into shares), adopted by a majority of three fourth of votes of shareholders – owners of voted shares, participating in the General Shareholders’ Meeting.

4.19. The Company shall be entitled under a decision of the Board of Directors to place bonds, including the bonds convertible into shares and other equity securities, including convertible into shares.

Reduction of the Authorized Capital

4.20. Company’s authorized capital may be reduced by the way of a reduction of the nominal value of shares or a reduction of their total number, including by the way of purchase of a part of shares.

4.21. The authorized capital may be reduced by the way of purchase of a part of Company’s shares under a decision of the shareholders’ general meeting with a purpose of their repayment.

4.22. The authorized shall be reduced on the basis of a decision of the General Meeting concerning a reduction of the authorized capital by the way of repayment of shares received in Company’s disposal in he following cases;

• if shares, the property right to which has transferred to the Company in virtue of their incomplete payments by the founder with the established term, have not been sold within one year from the date of their purchase by the Company;

• if shares purchased by the Company under shareholders’ requirement have not been sold within one year from the date of their purchase (except for the case of purchase of shares at taking a decision concerning Company’s reorganization);

• if shares purchased by the Company in compliance with point 2 of Article 72 of the Federal Law “On Joint-Stock Companies”, have not been sold within one year from the date of their purchase.

4.23. If upon the end of the second and each consecutive financial year in compliance with annual accounting balance sheet, submitted for approval by Company’s shareholders, or results of the audit the value of Company’s net assets becomes less than its authorized capital, the Company shall be obliged to declare the reduction of the authorized capital up to the value not exceeding the value of its net assets.

In this case the reduction of Company’s authorized capital shall be carried out by the way of reduction of shares’ nominal value.

4.24. Within 30 days from the date of passing a decision concerning a reduction of its authorized capital the Company shall be obliged to notify in writing about a reduction of Company’s authorized capital and about its new amount Company’s creditors, and also publish in a printed edition, intended for publishing the data bout the state registration of legal entities, a notification concerning the decision passed.

4.26. Company’s authorized capital shall be reduced by the way of redemption of a part of shares on the basis of a decision of the general meeting concerning Company’s reorganization in the following cases:

• stipulated by paragraph 1 of point 6 of Article 76 of the Federal Law “On Joint-Stock Companies”;

• at Company’s reorganization in the form of allocation at the expense of redemption of the converted shares.

4.26. At a reduction of the authorized capital the Company shall be obliged to base on limitations, established by federal laws.

Purchase by the Company of Shares Placed

4.27. The Company is entitled to purchase shares placed by it under a decision of the General Shareholders’ Meeting concerning a reduction of Company’s authorized capital by the way of purchase of a part of the placed shares for purpose to reduce their overall number.

4.28. Shares purchased by the Company on the basis of a decision taken by the General Shareholders’ Meeting concerning a reduction of Company’s authorized capital by the way of purchase of shares for purpose to reduce their overall number, shall be redeemed upon their purchase.

4.29. The Company shall be entitled to purchase the shares placed by it under a decision of the Board of Directors in compliance with paragraph 2 of Article 72 of Law “On Joint-Stock Companies”.

A decision on purchase by the Company of shares placed shall be taken by Company’s Board of Directors by a majority of votes of members of the Board of Directors participating in a meeting.

4.30. Shares purchased by the Company in compliance with paragraph 2 of Article 72 of the Federal Law “On Joint-Stock Companies”, do not grant a voting right, they are not counted at counting of votes and dividends shall not be accrued on them. Such shares shall be sold at their market value at least within one year from the date of their purchase. Otherwise, the General Shareholders’ Meeting shall take a decision concerning their reduction by the way of repayment of the specified shares.

4.31. Payment for shares purchased by the Company shall be made with money, securities, other property, property or other rights having a pecuniary value.

4.32. At taking a decision concerning redemption by the Company of shares placed by it, the Company shall be obliged to base on limitations established by federal laws.

6. RIGHTS AND OBLIGATIONS OF COMPANY’S SHAREHOLDERS

5.1. A shareholder shall be obliged:

•

To observe requirements of the Articles of Association;

•

To pay for shares at their placement within the terms, procedure and methods stipulated by the legislation, Company’s Articles of Association and their agreement concerning their placement;

•

Not to disclose a confidential information concerning Company’s activity;

•

To inform timely the Company, Registrar concerning a change of their address, name, banking details, telephone numbers and other data.

•

To perform other obligations, stipulated by the law, Articles of Association and also decisions of the General Shareholders’ Meeting, passed in compliance with its competence.

5.2. General rules applying to proprietors of all categories of shares (types):

•

to alienate shares belonging to them without a consent of other shareholders of the Company;

•

a preemptive right to purchase shares, sold by other Company’s shareholders at a price of offer to a third party under a procedure, stipulated by the law and Articles of Association;

•

Company’s shareholders voting against or not participating in voting on the issue of placement by the way of the closed subscription of shares and equity securities convertible into shares, shall have a preemptive right to purchase additional shares and equity securities convertible into shares, placed by the way of the closed subscription, in a quantity proportional to the quantity of shares of this category (type) belonging to them. The specified right shall not apply to placement of shares and other equity securities convertible into shares, performed by the way of a closed subscription among shareholders only, if in this connection shareholders shall be entitled to purchase a whole number of shares places and other equity securities, convertible into shares proportionally to the number of shares of the corresponding category (type) belonging to them;

•

to receive a share of the net profit (dividends) subject to distribution between the shareholders under the procedure, stipulated by the present Articles of Association, depending on the category (type) of shares, belonging to them;

•

to receive a part of Company’s assets (liquidation quote) remaining after the liquidation of the Company, proportionally to the number of shares of the corresponding category (type) available with him;

•

to have an access to Company’s documents and to obtain their copies under the procedure and on the terms stipulated by the legislation in effect and the present Articles of Association, and to obtain copies of them for a payment;

•

to exercise other rights, stipulated by the legislation, Articles of Association and decisions of a General Shareholders’ Meeting, adopted in compliance with its competence.

5.3. Each Company’s ordinary share shall have an equal nominal value and it shall provide the shareholder its owner an equal scope of rights.

5.4. Shareholders – owners of Company’s ordinary shares, may in compliance with the Federal Law “On Joint-Stock Companies” to participate in the general meeting of shareholders with a right to vote on all issues of its competence, and they are also entitled to receive dividends, and in case of Company’s liquidation – a right to receive a part of its assets (liquidation quota).

5.5. A voting one shall be a share providing its proprietor with a voting right on all the issues being in the competence of the general meeting, or on separate issues stipulated in the Federal Law.

As voting on all issues of competence of the general meeting shall be:

•

shares distributed at establishment of the Company;

•

an ordinary share paid in full, except for shares held by the Company;

•

a privileged share, amount of a dividend on which is determined in the Articles of Association, starting from a meeting following the annual general meeting, on which regardless of the reasons a decision concerning a decision of repayment of dividends has not been adopted, or a decision has been adopted concerning an incomplete repayment of dividends on privileged shares of this type (except for cases, established by the law).

5.6. A privileged share of any type shall entitle to a property right at solving an issue of the reorganization and liquidation of the Company.

5.7. A privileged share of the determined type shall entitle to a voting right at solving an issue of making amendments of and supplements to Company’s Articles of Association, limiting rights of shareholders – owners of privileged share of this type, including cases of determining or an increase of the amount of the dividend and (or) determining or an increase of the liquidation value, repaid on privileged shares of the previous turn, and also provision to shareholders – owners of privileged shares of the other type of privileges in terms of a turn of dividend payment and (or) a liquidation value of shares.

5.8. Shares voting on all issues of competence of the general meeting shall entitle their owner to a right:

•

to participate in voting (including an absentee voting) at a General Shareholders’ Meeting on all issues of its competence;

•

to put forward candidates to Company’s bodies under a procedure and on the terms, stipulated by the law and Articles of Association;

•

to make proposals into agenda of the annual General Shareholders’ Meeting under a procedure and on conditions, stipulated by the law and Articles of Association;

•

to demand for familiarizing itself a list of persons entitled to participate in the General Shareholders’ Meeting, under a procedure and on the terms stipulated by the law and the Articles of Association;

•

of an access to accounting documents under a procedure and on the terms, stipulated by the law and Articles of Association;

•

to demand for summoning of a special General Shareholders’ Meeting, an audit of Company’s financial and economic activity to be performed by an auditing board under a procedure and on conditions, stipulated by the law and Articles of Association;

•

demand for a redemption by the Company of all or a part of shares belonging to him in cases, established by the law;

•

to demand for a convocation of a meeting of Company’s Board of Directors under a procedure and on conditions, stipulated by the Articles of Association.

6. PREEMPTIVE RIGHT

Shareholders’ Preemptive Right of Shares Sale to Third Parties

6.1. Company’s shareholders shall enjoy a preemptive right of purchase of shares sold by other Company’s shareholders at a price of sale of an offer to a third party proportional to the quantity of shares belonging to each of them.

6.2. A preemptive right shall be effective at sale of shares to third parties (not being Company’s shareholders).

6.3. If shareholders have not used their preemptive right to purchase shares, then a preemptive right to purchase shares sold by Company’s shareholders shall belong to the Company.

6.4. An assignment of a preemptive right to shareholders and/or the Company shall not be allowed.

6.5. A preemptive right shall not be effective:

• in cases of a purchase and a redemption by a Company of the shares placed due to grounds and under a procedure, stipulated by Article 72-76 of the Federal Law “On Joint-Stock Companies”;

• in cases, when a purchaser of shares is Company’s shareholder;

• in case of a gratuitous alienation of shares by their owners (a gift or inheritance);

• at a transfer of right to a share under a procedure of a universal preemption at reorganization of a legal entity – a shareholder;

• at a transfer of rights to a share at a redistribution of the property of the liquidated shareholder – a legal entity among its members;

6.6. Company’s shareholder intending to sell its shares to a third party shall be obliged in writing to notify about this fact other shareholders and the Company itself. Notifying Company’s shareholders shall be carried out via the Company.

The specified notification (a notification concerning an intention to sell shares) shall contain:

•

a surname, name and a patronymic (full firm name), address (place of location), postal address and a contact telephone number of a shareholder wishing to sell its shares;

•

surname, name and a patronymic (full firm name) of a third party to whom a shareholder intends to sell its shares;

•

a number of shares sold split by categories (types);

•

a price per one share of each category (type);

•

other significant conditions, on which shares are offered for the sale.

A notification concerning an intention to sell shares shall be signed by a shareholder or its representative. If a notification concerning an intention to sell shares is signed by a representative then a power of attorney shall be enclosed to it.

A notification concerning an intention to sell shares shall be sent to Company’s address by a registered mail with a notification of receipt or it shall be delivered to the Company against a receipt.

A day of such notification shall be considered to be a date of its receiving by the Company or a date of its delivery to the Company.

6.7. After a receipt by the Company of a notification concerning shareholders’ intention to sell shares, a sole executive body of the Company shall be obliged to send to all shareholders of the Company within 10 days period a written notification concerning an opportunity of exercising by them of a preemptive right of purchase of shares being sold.

A notification shall be sent to all shareholders included into a register of shareholders as at the day of notifying the Company concerning an intention to sell the shares.

A notification shall be sent to the shareholder by a registered mail with a notification of delivery, or it shall be handed in personally against a receipt.

The specified notification shall contain:

•

a surname, name and a patronymic (full firm name), an address (place of location), postal address and a contact telephone of the shareholder, wishing to sell its shares;

•

a surname, name and a patronymic (full firm name) of a third party to which the shareholder intends to sell its shares;

•

a number of shares sold split by categories (types);

•

price per one share of each category (type);

•

other significant terms on which the shares are offered for the sale;

•

day of notification concerning an intention to sell shares;

•

a term during which the shareholder may exercise a right of a preemptive purchase;

•

number of shares of the Company, which owner is the shareholder, split by categories (types).

Notification of Company’s shareholders under a procedure, stipulated by the present point, shall be carried out at Company’s expense.

6.8. A shareholder wishing to use a preemptive right shall be obliged to send to the seller shares and to the Company a written application concerning exercising of a preemptive right.

The specified application shall contain:

•

a surname, name and a patronymic (full firm name), address (place of location), postal address and a contact telephone number of a shareholder, wishing to exercise his preemptive right;

•

a number of shares, in reference with which the shareholder exercises a preemptive right (number of shares purchased by him) split by categories (types);

•

specification, that a shareholder wishing to exercise his preemptive right agrees to purchase shares at an offered price and other significant conditions, on which shares have been offered for the sale.

The specified application shall be sent to the seller of shares and the Company by registered mail or it shall be delivered personally against a receipt.

The day of the specified application shall be considered to be a date of its receipt by the Company (a date of its personal delivery to the Company).

The specified application shall be received by a shareholder – seller of shares and a Company within a term not later than 20 days from notification concerning an intention to sell shares.

6.9. A shareholder not wishing to exercise a preemptive right shall be entitled to send to the Company and a seller of shares a written application concerning a refusal to exercise the preemptive right.

6.10. Upon expiry of 20 days from the day of notification concerning an intention to sell shares, the General Director of the Company shall within a two days term take a decision concerning a number of shares to be purchased by each shareholder exercising a preemptive right, with account to principle of “proportionally to available shares”, stipulated by the present Articles of Association.

On the basis of a decision for the General Director within a term of not more than 3 days from the moment of its adoption Company’s General Director shall send by the registered mail with a notification of delivery (or it shall deliver against a signature) to the seller of shares a written notification concerning exercising of the preemptive right.

The specified notification shall be received by the seller of shares within not later than two months from the day of notification concerning an intention to sell shares.

The specified notification shall contain:

•

a surname, name and a patronymic (full firm name), address (place of location), postal address and a contact telephone number of each person, who has exercises a preemptive right;

•

a number of shares, in reference with which each of the specified persons has exercised a preemptive right (number of shares purchased by him) split by categories (types);

•

specification, that all of the specified persons agree to purchase shares at an offered price and other significant conditions, on which shares were offered to sale.

6.11. In case if within 20 days from the moment of sending by the Company of a notification to shareholders concerning an availability with them of a preemptive right no application is received by the Company from any of shareholders concerning a desire to exercise the specified right, then the Company shall be entitled to send to the shareholder wishing to sell the shares to a third party a notification concerning Company’s intention to use its preemptive right to purchase shares.

6.12. In case if within two months from the moment of receipt by the Company of a notification of a shareholder concerning an intention of the latter to sell the shares to a third party from neither a Company and nor from one of shareholders an application is received concerning exercising of the preemptive right, then the shareholder shall be entitled to sell shares to a third party on conditions which have been informed to shareholders and the Company.

6.13. At a sale of shares with a violation of a preemptive purchase rights any shareholder of the Company and (or) the Company itself shall be entitled within three months from the moment when they have become aware or were to know about such a violation, to demand under a judicial procedure of a transfer to them of buyer’s rights and liabilities.

A Preemptive Right at Placement of Company’s Shares and Equity Securities Convertible into Shares

6.14. Company’s shareholders who voted against or did not participate in voting on the issue of placement by the way of closed subscription of shares and equity securities convertible to shares, shall have the priority right to purchase the additional shares and equity securities convertible to shares, placed by the way of closed subscription, in a number, proportional to the number of shares of this category (type) belonging to them. The specified right shall not cover the placement of shares and other securities convertible to shares carried out by the way of closed subscription only among the shareholders, if in this connection the shareholders have the opportunity to purchase a whole number of placed shares and other equity securities convertible to shares proportionally to the number of shares of the corresponding category (type) belonging to them.

6.15. A list of persons having a preemptive right to purchase additional shares and equity securities convertible into shares shall be drawn up on the basis of shareholders’ registry data as of the date of decision making being a ground for placement of additional shares and equity securities convertible into shares. In order to draw up a list of persons having a preemptive right to purchase additional shares and equity securities, convertible into shares, a nominal holder of shares shall provide the data on persons, in whose interests it owns the shares.

6.16. Persons included into a list of persons having a preemptive right to purchase additional shares and equity securities convertible into Company’s shares, shall be notified about an opportunity of their exercising a preemptive right by them stipulated by Article 40 of the Federal Law “On Joint-Stock Companies” for a notification concerning holding of the General Shareholders’ Meeting.

6.17. A notification shall contain the information about a quantity of shares placed and equity securities, convertible into shares, cost of their placement or a procedure of determining a cost of their placement (including on a cost of their placement or under a procedure of determining a price of placement to shareholders in case of their exercising of a preemptive right of purchase), procedure of determining a quantity of securities, which each shareholder is entitled to purchase, a validity term of the preemptive right, that may not be less than 45 days from the moment of sending (delivery) or publishing of the notification. The Company shall not be entitled until the end of the specified term to place additional shares and issues securities, convertible into shares, persons not included into a list of persons, having a preemptive right to purchase additional shares and equity securities, convertible into shares.

6.18. A person having a preemptive right of purchase additional shares and equity securities and equity securities convertible into shares, shall be entitled either in full or partially exercise its preemptive right by the way of delivery to the Company of a written application concerning a purchase of shares and issued securities convertible into shares and a document concerning payment for shares purchased and equity securities convertible into shares. An application shall contain a name (nomination) and a quantity of securities purchased by them.

6.19. If a decision being a ground for placement of additional shares and equity securities, convertible into shares stipulated their repayment by non-monetary funds, persons, performing a preemptive right of purchase, shall be entitled at its discretion to repay them by money.

7. STRUCTURE OF COMPANY’S BODIES OF MANAGEMENT

7.1. Company’s supreme body of management is the Company’s General Shareholders’ Meeting, hereinafter referred to as the “General Shareholders’ Meeting”.

General Shareholders’ Meeting may be held in a place, settlement (city, settlement a village) not being a place of Company’s location.

7.2. Company’s Board of Directors shall carry out a general management of Company’s activity in compliance with a competence, established by the Federal Law “On Joint-Stock Companies” and Company’s Articles of Association.

7.3. Company’s executive bodies shall be the General Director.

7.4. General Director may be named as a President and act as a President on Company’s behalf in compliance with a competence, stipulated for the sole executive body by the Federal Law “On Joint-Stock Companies” and the present Articles of Association.

8. GENERAL SHAREHOLDERS’ MEETING

8.1. Company’s supreme body of management is the General Shareholders’ Meeting.

A decision of the General Shareholders’ Meeting may be adopted by the way of:

• joint presence of shareholders for discussing of issues of agenda and decision-making on issues set forward for voting without a preliminary sending (delivery) of voting ballots before holding the General Shareholders’ Meeting;

• by the way of a joined presence of shareholders for discussing issues of agenda and decision taking on issues put forward for voting with a preliminary sending (delivery) of ballots for voting prior to holding of the General Shareholders’ Meeting;

• by the way of an absentee voting (without a joined presence of shareholders for discussing issues of agenda and decision taking on issues put forward for voting).

The Company shall be obliged annually to hold an annual General Shareholders’ Meeting within the term not earlier, than in 2 months, and not later, than in 6 months after a termination of the financial year.

Competence of the General Shareholders’ Meeting

8.2. To the competence of the General Shareholders’ Meeting shall refer the following issues:

1) making the amendments of and additions to Company’s Articles of Association, and also approval of the Articles of Association in a new version (with account to provisions, stipulated by points 2, 5 of Article 12 of the Federal Law “On Joint-Stock Companies”);

2) Company’s reorganization;

3) Company’s liquidation, appointment of the liquidation commission and approval of the intermediate and final liquidation balance-sheets;

4) determining of the quantitative staff of Company’s Board of Directors, election of its members and premature termination of their powers;

5) taking a decision on assignment of powers of Company’s sole executive body under an agreement of a commercial organization (managing organization) or a non-incorporated entrepreneur (manager);

6) taking a decision concerning a preterm termination of powers of the managing organization or a manager;

7) electing members of the Auditing Board of the Company and preterm termination of their powers;

8) approval of Company’s Auditor;

9) electing of Returning Board members;

10) preterm termination of Returning Board members’ powers;

11) determining a quantity, nominal value, category (type) of authorized shares and rights provided by these shares;

12) increase of Company’s authorized capital by the way of increase of shares’ nominal value;

13) increase of the authorized capital by the way of placement of shares by the way of a closed subscription;

14) increase of Company’s authorized capital by the way of placement of additional shares within the frames of a quantity and categories (types) of authorized shares at the expense of Company’s assets, when a placement of additional shares is carried out by the way of their distribution among shareholders, if the Board of Directors has not achieved an accord on this issue;

15) a reduction of Company’s authorized capital by the way of a reduction of shares’ nominal value, by the way of purchase by the Company of a part of shares in order to reduce their overall quantity, and also by the way of reduction of purchase and redeemed shares by the Company (shares being in Company’s property);

16) approval of Company’s annual reports, annual accounting statements, including statements on profit and loss (profit and loss accounts) of the Company, and also profit distribution, including payment (declaring) of dividends and losses of the Company on the results of a financial year;

17) determining a procedure of General Shareholders’ Meeting holding;

18) splitting up and consolidation of shares;

19) adoption of decisions concerning approval of transactions in cases, stipulated by Article 83 of the Federal Law “On Joint-Stock Companies”;

20) taking decisions concerning approval of major transactions in cases, stipulated by point 3 of Article 79 of the Federal Law “On Joint-Stock Companies”;

21) taking the decisions concerning the participation in holding Companies, financial and industrial groups, associations and other alliances of commercial organizations;

22) approval of internal documents, regulating the activity of Company’s authorities;

23) taking a decision concerning a remuneration and (or) compensation of expenses to members of Company’s auditing board, connected with performance of their obligations during the period of performance by them of these duties; establishment of amounts of such remunerations and compensations;

24) taking a decision concerning a remuneration and (or) a compensation of expenses to members of Company’s Board of Directors, connected with a performance by them of their functions of members of the Board of Directors during the period of performance by them of their duties; establishing of amounts of such remunerations and compensations;

25) taking a decision concerning a compensation at Company’s expense the costs borne on preparing and holding of the special meeting to persons and authorities – initiators of this meeting;

26) determining a list of additional documents to be obligatorily kept by the Company;

27) purchasing shares placed by the Company in compliance with paragraph 1 of Article 72 of the Federal Law “On Joint-Stock Companies”;

28) placement of equity securities of the Company convertible into shares by the way of a closed subscription;

29) other issues, stipulated by the present Articles of Association and not contradicting the Federal Law “On Joint-Stock Companies”.

8.3. The General Shareholders’ Meeting is not entitled to consider and make decisions on the matters, not referred to its competence by the legislation and Articles of Association to its competence.

8.4. The General Shareholders’ Meeting is not entitled to decide on the matters not included in the agenda of the meeting, and also to change the agenda.

8.5. At the General Shareholders’ Meeting shall preside a Chairman of the Board of Directors and if he is absent or refuses to preside – a person, authorized to it by the Board of Directors.

In case if at a special general meeting held under a decision of persons entitled to demand holding a performance of a special general meeting, the persons presiding at a general meeting in compliance with the Federal Law “On Joint-Stock Companies” are absent, a chairman of the general meeting shall be a person, taking decision concerning holding of a special general meeting (his representative), or if a decision concerning holding a special general meeting is taken by several people – one of those people, to be determined by their decision, and in case of their absence – another person, determined by a decision of the General Shareholders’ Meeting.

Procedure of Taking Decisions by the General Shareholders’ Meeting

8.6. A decision of the General Shareholders’ meeting on the matter, put forward for voting, shall be passed by the majority of shareholders – the owners of voting Company’s shares participating in the meeting, unless the Federal Law “On Joint-Stock Companies” states the other.

8.7. A decision on matters specified in paragraphs 2, 5, 12 – 14, 18-22 and paragraph 14.2. of the present Articles of Association shall be made by the General Shareholders’ Meeting under the proposal of Company’s Board of Directors only.

8.8. A decision on matters specified in paragraphs 1-3, 11, 13, 20, 27, 28 of paragraph 14.2. of the present Articles of Association shall be taken by the General Shareholders’ Meeting by the majority of three fourth shareholders’ votes – owners of voting shares participating in the General Shareholders’ Meeting.

8.9. Counting of votes at a General Shareholders’ Meeting on the issue put forward for voting, a voting right, which belongs to shareholders – owners of ordinary and privileged shares of the Company, shall be exercised in reference with all voting shares jointly.

Counting of votes on the issue of making amendments of and additions to Company’s Articles of Association, limiting shareholders’ rights – owners of privileged shares of a particular type, shall be exercised on privileged shares of this type and other voting shares of the Company separately. A decision concerning making such amendments of and additions to shall be considered to be taken, if for not less than three fourth of shareholders’ votes – owners of voting shares participating in the General Shareholders’ Meeting voted for it, with an exclusion of votes of shareholders – owners of privileged shares, rights under which are limited, and three fourth of votes of all shareholders – owners of privileged shares of that type, rights under which are limited.

8.10. Decisions taken by the General Shareholders’ Meeting and also results of voting shall be declared at a General Shareholders’ Meeting, in the course of which a voting has been held, or they shall be within not less than 10 days after making a minutes on results of voting in the form of a report on results of voting brought to the knowledge of persons, included into a list of persons, entitled to participate in the general meeting of shareholders, under a procedure, stipulated for a notification concerning holding of the General Shareholders’ Meeting.

Information Concerning Holding of a General Shareholders’ Meeting

8.11. A notification concerning holding of the General Shareholders’ Meeting shall be made within not later than 20 days, and a notification concerning holding of the General Shareholders’ Meeting, which agenda contains a matter concerning reorganization of the Company – within not later than 30 days prior to the date of its holding.

Within the specified terms a notification concerning holding of the General Shareholders’ Meeting of shall be forwarded to another person, specified in the list of persons, entitled to participate in the General Shareholders’ Meeting by mail or it shall be handed in to each of the specified persons against a receipt.

The Company shall be entitled to additionally inform the shareholders about holding of the General Shareholders’ Meeting via mass media (television, radio), and also the Internet, or otherwise.

8.12. To the information (materials) subject to provision to persons entitled to participate in the General Shareholders’ Meeting at preparing to holding of the General Shareholders’ Meeting, shall refer annual statements, annual accounting, including a conclusion of the auditor, conclusion of Company’s auditing board on results of the audit of the annual accounting statements, information about the candidate (candidates) to executive bodies of the Company, the Board of Directors, auditing and returning board, and Company’s auditors, a draft of amendments of and additions to Company’s article of association or a draft of Company’s Articles of Association in a new version, drafts of Company’s internal documents approved by the General Shareholders’ Meeting, drafts of decisions of the General Shareholders’ Meeting, and also other documents, approved by a decision of Company’s Board of Directors.

Proposals into Agenda of the General Shareholders’ Meeting

8.13. Shareholders (a shareholder) possessing on aggregate not less than 2 per cent of Company’s voting shares shall be entitled to introduce issues into agenda of the annual General Shareholders’ Meeting and to put forward candidates into a Board of Directors, accounting board and Company’s returning board, which number may not exceed a quantitative composition of the corresponding body, determined in Company’s Articles of Association, and also a candidate to a position of the sole executive body.

Such proposals shall be received by the Company within not later, than 30 days after the end of financial year.

8.14. A proposal to introduce issues into agenda of the General Shareholders’ Meeting shall contain a formulation of each of proposed issues. The proposal concerning an introduction of issues into agenda of the General Shareholders’ Meeting shall contain a wording of a decision on each proposed issue.

8.15. A proposal concerning putting forward of candidates for the election at an annual and special general meeting of shareholders shall contain a name of the authority, for election into which a candidate is offered, and also on each of the candidates:

• surname, name and patronymic;

• date of birth;

• information about the education;

• positions held in bodies of management of other legal entities;

• address at which it is possible to contact the candidate;

• a written consent of a candidate to be elected into a corresponding body of management.

8.16. Proposals concerning introduction of issues into agenda and a proposal concerning putting forward candidates into the bodies of management and other Company’s bodies (hereinafter referred to as proposals into agenda) may be introduced, and requirements concerning holding of a special general meeting shall be submitted by the way of:

sending by mail to the address (place of location) of a sole executive body (to the address of the manager or an address (place of location) of permanently operating executive authority of the managing organization) of the Company, contained in a Single State Register of Legal Entities, to addresses, specified in Company’s Articles of Association or another internal document of the Company, regulating general meeting’s activity;

delivery against a receipt to a person, performing functions of a sole executive authority of the Company, a chairman of the Board of Directors (supervising board) of the Company, Company’s corporate secretary, unless such a position is stipulated in the Company, or to another person, authorized to accept a written correspondence addressed to the Company;

sending otherwise (including by an electrical communication, including facsimile and cable communication, e-mail with usage of an electronic digital signature) in case, if it is stipulated by articles of Association or another internal document of the Company, regulating the activity of the general meeting.

8.17. Company’s Board of Directors shall be obliged to consider the proposals received and to take a decision concerning their inclusion into the agenda of the General Shareholders’ Meeting or concerning a refusal to include them into the agenda, within not later, than 5 days after the end of the term established by the Articles of Association for receipt by the Company of proposals into agenda of an annual General Shareholders’ Meeting and candidates into the Board of Directors, Company’s returning board and auditing board, and also a candidate to the position of the sole executive body.

8.18. An issue proposed by shareholders (a shareholder) shall be subject to inclusion into agenda of the General Shareholders’ Meeting, as equally candidates put forward, shall be subject to inclusion into a list of candidates for voting on elections into a corresponding Company’s authority. With an exclusion of cases, if:

• shareholders (a shareholder) fails to comply with terms established by Articles of Association for introducing the issues into agenda and putting forward candidates to the annual General Shareholders’ Meeting;

• shareholders (a shareholder) fail to comply with the established terms for putting forward candidates for election of members of the Board of Directors at a special General Shareholders’ Meeting;

• shareholders (a shareholder) do not own a number of Company’s voting shares stipulated by point 1 and 2 of Article 53 of the Federal Law “On Joint-Stock Companies”.

• a proposal does not meet requirements stipulated by paragraphs 3 and 4 of Article 53 of the Federal Law “On Joint-Stock Companies” and requirements of Company’s Articles of Association based on them;

• an issue proposed for an inclusion into agenda of Company’s General Shareholders’ Meeting is not referred to its competence by the legislation and Company’s Articles of Association and (or) does not meet requirements of the Federal Law “On Joint-Stock Companies” and other legal acts of the Russian Federation.

8.19. A motivated decision of Company’s Board of Directors concerning a refusal to include the proposed issue into the agenda of Company’s General Shareholders’ Meeting or a candidate into a list of candidates for voting on elections into a corresponding Company’s body shall be sent to shareholders (a shareholder), who has proposed an issue of put forward a candidate within not later, than 3 days from the day of its adoption.

8.20. Company’s Board of Directors shall not be entitled to amend wordings of issues, proposed for an inclusion into agenda of a General Shareholders’ Meeting and a wording of decisions on such issues.

8.21. Apart from issues proposed by shareholders for the inclusion into agenda of the General Shareholders’ Meeting, and also cases of absence of such proposals, an absence or an insufficient number of candidates into a list of candidates, proposed by shareholders for a purpose of forming a corresponding body, Company’s Board of Directors shall be entitled to include into agenda of the General Shareholders’ Meeting issues or candidates into a list of candidates at its discretion.

Special Shareholders’ Meeting

8.22. A special General Shareholders’ Meeting shall be held under a decision of Company’s Board of Directors on the basis of its own initiative, requirements of Company’s auditing board, Company’s auditor and also shareholders (a shareholder), being owners of not less than 10 per cent of voting shares of the Company as at the date of filing such a requirement.

Summoning of a special General Shareholders’ Meeting under a demand of Company’s auditing board, an auditor of the Company or shareholders (a shareholder), being owners of not less than 10 per cent of Company’s voting shares, concerning summoning of an special General Shareholders’ Meeting, or a refusal concerning its summoning.

A decision of Company’s Board of Directors concerning summoning of a special General Shareholders’ Meeting or a motivated refusal to summon it shall be sent to persons demanding its summoning within not later, than 3 days from the moment of taking such a decision.

A decision concerning a refusal to summon a special meeting of shareholders under a demand of Company’s auditing board, Company’s auditor or shareholders (a shareholder) being owners of not less than 10 per cent of Company’s voting shares may be taken only due to grounds, established by the Federal Law “On Joint-Stock Companies”.

A decision of Company’s Board of Directors concerning a refusal to summon a special General Shareholders’ Meeting may be appealed to the court.

8.24. A special General Shareholders’ Meeting summoned under a demand of Company’s auditing board, Company’s auditor or shareholders (a shareholder), being proprietors pf not less than 10 per cent of Company’s voting shares, shall be held within 40 days from the moment of submission of a demand for holding of a special General Shareholders’ Meeting.

For purposes of the present paragraph a date of submission of a demand concerning summoning of a special General Shareholders’ Meeting shall be considered the date of receipt of a requirement by the Company.

8.25. In cases, when in compliance with paragraph 68-70 of the Federal Law “On Joint-Stock Companies” Company’s Board of Directors shall be obliged to take a decision concerning holding of a special General Shareholders’ Meeting, then such general meeting of shareholders shall be held within 40 days from the moment of taking a decision concerning its holding by Company’s Board of Directors.

8.26. In case, if within a term established by the Federal Law “On Joint-Stock Companies” Company’s Board of Directors has taken a decision concerning summoning of a special General Shareholders’ Meeting, or a decision has been adopted concerning a refusal to summon it, a special General Shareholders’ Meeting may be summoned by bodies and persons demanding its summoning.

In this connection, bodies and persons summoning a special General Shareholders’ Meeting shall have powers stipulated by the Federal Law “On Joint-Stock Companies”, required to summon and to hold a special General Shareholders’ Meeting.

In this connection expenses on preparing and holding of the general meeting may be compensated under a decision of the General Shareholders’ Meeting at Company’s expense.

Quorum required to hold a General Shareholders’ Meeting

8.27. A General Shareholders’ Meeting held in a form of the meeting shall be opened, if by the time of beginning of its holding there exists a quorum required at least for one of items, included into agenda of the General Meeting. The registration of persons entitled to participate in a general meeting, not registered for participation in the general meeting before its opening, shall be terminated not earlier, than upon closing a discussion of the last item of agenda of the general meeting, on which a quorum exists.

8.28. In case if by the time of beginning of holding of the general meeting there is no a quorum required for none of issues included into agenda of the general meeting, opening of the General Shareholders’ Meeting shall be postponed for a term established by Company’s Articles of Association or Company’s internal document, regulating the activity of the General Meeting, but not by more, than 2 hours. In case of absence in Company’s Articles of Association or an internal Company’s document, regulating activity of the general meeting, a specification to a term of postponement of opening of the general meeting, opening of the general meeting shall be postponed by 1 hour.

Postponement of a General Meeting more than once shall not be allowed.

8.29. persons registered for a participation in the general meeting, held in the form of a meeting, shall be entitled to vote on all issues of agenda from the moment of opening of the general meeting and up to its closing, and in case, if in compliance with Company’s Articles of Association, Company’s internal document regulating Company’s activity of the general meeting or a decision of the general meeting, determining a procedure of holding of the general meeting, results of voting and decision, adopted by the general meeting shall be announced at the general meeting – from the moment of opening of the general meeting and up to the moment of beginning of voted on issues of agenda of the general meeting. This rule shall not apply to voting on the issue concerning the procedure of holding of the general meeting.

8.30. After completion of a discussion of the last issue of agenda of the general meeting (the last item of agenda of the general meeting, on which a quorum is available), and until closing of the general meeting (beginning of counting of votes) persons who have not voted until this moment shall be granted time to vote on it.

8.31. A general meeting, by the moment of opening of which a quorum is present only on separate items of agenda, may not be closed if by the moment of termination of the registration have been registered persons, whose registration ensures a quorum of shareholders for taking decisions on other items of agenda of the general meeting. A general meting of shareholders shall have a legal capacity (have a quorum) if shareholders possessing on aggregate more than one half of votes provided by Company’s voting shares of participate in voting.

Participating in the General Shareholders’ Meeting, held by the way of a joint present of shareholders for participation of issues of agenda and taking a decision on issues, put forward for voting without a preliminary sending (delivery) of voting ballots for holding the General Shareholders’ Meeting shall be considered to be shareholders registered for participation in it.

8.32. As participating in the General Shareholders’ Meeting held by the way of a joint presence of shareholders for discussing issues of agenda, the issue of agenda and taking a decision on issues set forward for voting with a preliminary sending (delivery) of ballots for voting prior to holding of the General Shareholders’ Meeting, shall be considered to be shareholders who have registered for participation in it and shareholders, whose ballots have been receive within not later than 2 days prior to the date of holding of a General Shareholders’ Meeting.

As having participation in the General Shareholders’ Meeting, held on a form of an absentee voting shall be shareholders, whose ballots have been received before a date of termination of acceptance of ballots.

8.33. In absence of a quorum for holding of an annual General Shareholders’ Meeting a repeated General Shareholders’ Meeting with the same agenda shall be held. In absence of a quorum for holding a next General Shareholders’ Meeting, a repeated General Shareholders’ Meeting may be held with the same agenda.

A repeated general shareholders shall have a legal capacity (have a quorum) if shareholders possessing on aggregate not less than 30 percent of votes of Company’s voting shares of participate in it. A notification concerning a repeated General Shareholders’ Meeting shall be carried out under a procedure, stipulated by the present Articles of Association for notification of shareholders’ general meeting.

Voting Ballots

8.34. Voting on issues of agenda of the General Shareholders’ Meeting may be carried out by voting ballots, if this method is stipulated by a decision of the Board of Directors at preparing to holding of the General Shareholders’ Meeting.

8.35. At holding of the General Shareholders’ Meeting in the form of an absentee voting and at holding of the General Shareholders’ Meeting by the way of the joint presence of shareholders for discussing of issues of agenda and taking a decision on issues, put forward for voting with a preliminary sending (delivery) of ballots for voting up to holding of the General Shareholders’ Meeting, a voting ballot shall be sent or delivered against a signature to each person, specified in a list of persons, entitled to participate in a General Shareholders’ Meeting within not later, than 20 days up to holding of the General Shareholders’ Meeting.

Sending of a voting ballot shall be performed by mail.

8.36. At holding of a General Shareholders’ Meeting with an exclusion of the General Shareholders’ Meeting, held in the form of an absentee voting, persons included into a list of persons entitled to participate in the General Shareholders’ Meeting (their representatives), shall be entitled to participate in such meeting or to send the ballots filled out to the Company. In this connection, at determining a quorum and summing up the results shall be counted votes submitted by voting ballots received by the Company within not later, than 2 days up to the date of holding of the General Shareholders’ Meeting.

8.37. A voting ballot shall contain the information specified in point 4 of Article 60 of the Federal Law “On Joint-Stock Companies”. A voting ballot may contain additional information determined by the Board of Directors at approval of voting ballot’s form and text.

8.38. Voting ballots received by the Company signed by a representative acting on the basis of the power of attorney for voting shall be recognized as invalid in case of receipt by the Company or a registrar, performing functions of the returning board a notification concerning a substitution (withdrawal) of this representative not later than two days prior the date of holding of the general meeting.

A person entitled to participate in the general meeting (including a new representative acting on the basis of a power of attorney for voting), shall be subject to registration for participation in the general meeting, and to him shall be issued voting ballots in case, if a notification concerning a substitution (revocation) of a representative has been received by the Company or a registrar performing functions of a returning board, before a registration of the representative, which powers have been terminated.

8.39. If voting at a general meting, held in the form of a meeting, may be carried out by the way of sending to the Company of filled out voting ballots, then under a demand of persons registered for the participation in the general meeting, whose ballots have not been received by the Company or they have been received later than two days prior to the date of holding of the meeting, they may be issued only the ballots for voting with a mark of their repeated issue.

8.40. Recognition of a voting ballot as invalid in the part of voting on one, several or all issues, voting on which is performed by this ballot, is not a ground for an exclusion of votes on the specified ballot at determining of an existence of a quorum.

A voter shall be entitled to choose only one variant of voting, except for cases of voting in compliance with instructions of persons, who have purchased shares after the date of drawing up a list of persons, entitled to participate in the general meeting, or in compliance with instructions of owners of depositary securities;

if the ballot leaves more than one variant of voting, then fields for putting number of votes given for each variant of voting shall specify a number of voted given for the corresponding variant of voting, and a mark has been made, that voting is carried out in compliance with instructions of shares’ purchasers, transfer after the date of making a list of persons, entitled to participate in the general meeting, and (or) in compliance with instructions of depositary securities’ owners;

a person voting under a power of attorney issued in reference with shares transferred after a date for making a list of persons entitled to participate in the general meeting in a field for putting in a number of votes, being in front of the left variant of voting, shall specify a number of votes, given for the left variant of voting, and to make a mark, that voting shall be performed under a power of attorney, issued in reference with shares, transferred after a date for making a list of persons, entitled to participate in the General Shareholders’ Meeting;

if after a date of drawing up a list of persons entitled to participate in the general meeting have been transferred not all the shares, then the voter in the field for putting in a number of votes being in front of the left variant of voting, shall specify a number of votes given for the left variant of voting, and to make a note, that a part of shares has been transferred after a date of making a list of persons entitled to participate in the general meeting. If in reference with shares transferred after a date of drawing up a list of persons, entitled to participate in the general meeting have been received instructions of purchasers of such shares, coinciding with the left variant of voting, then such votes shall be summed up.

If in a voting ballot for voting on the issue of electing members of the Board of Directors (supervising board) of the Company (with an exclusion of choosing members of the Board of Directors (supervising board) of the Company, performed by a cumulative voting), on the issue concerning the election of members of the auditing board, members of the returning board, members of the collective executive body the variant “for” is left with a greater number of candidates, than a number of persons, who have to be elected into the corresponding authority of the Company, a ballot in the part of voting on such issues shall be considered to be invalid.

If the voting ballot contains several issues put forward for voting, a failure to observe the above specified requirements in reference with one or several issues shall not entail causing the voting ballot invalid on the whole.

If a ballot does not allow to identify a person (a shareholder or shareholders’ representative), voting with this ballot, then votes given by this ballot shall not be counted at summing up results of voting.

At holding of the meeting in the form of absentee voting, ballots received by the Company after a date for holding the General Shareholders’ Meeting (date of termination of acceptance of ballots for voting), shall be recognized as invalid.

If at counting of votes there shall be identified two or more filled out ballots of one person, in which the voter leaves different voting results on one issue of agenda, then in the part of voting on such issue all the specified bulletins shall be recognized as invalid.

If at holding a meeting in the form of a joint presence of shareholders in order to discuss issues of agenda and taking decisions on issues put forward for voting, with a preliminary sending (delivery) of voting ballots before holding of the General Shareholders’ Meeting at a meeting, in a ballot box shall be found ballots sent to shareholders before sending the General Shareholders’ Meeting, then these ballots shall be recognized invalid, as received by the Company later than two days prior to the date of holding of the meeting.

At a recognition of a voting ballot as invalid, votes on issues contained in it shall not be counted.

9. BOARD OF DIRECTORS

Competence of the board of Directors

9.1. Company’s Board of Directors shall carry out the general management of Company’s activity, with exclusion of matters, referred to the competence of the General Shareholders’ Meeting by the federal laws and the Articles of Association.

9.2. To the competence of Company’s Board of Directors shall be referred the following matters:

1) determining the priority directions of Company’s activity, including approval of annual and quarterly budgets of the Company;

2) summoning of annual and special General Shareholders’ Meetings with exclusion of cases, stipulated by point 8 of Article 55 of the Federal Law “On Joint-Stock Companies”;

3) approval of agenda of the General Shareholders’ Meeting;

4) determining of the date for making the list of persons entitled to participate in the General Shareholders’ Meeting and other issues, referred to the competence of the Board of Directors in compliance with provisions of Chapter VII of the Federal Law “On Joint-Stock Companies” and connected with preparation and holding of the General Shareholders’ Meeting;

5) preliminary approval of Company’s annual reports;

6) election of a sole and a collective executive bodies of the Company and pre-term termination of their powers, approval of a quantitative staff of collective and executive bodies of the Company;

7) preliminary approval of an agreement for a transfer of powers of a sole executive Company’s body to a commercial organization (managing organization) or a non-incorporated entrepreneur (manager), putting forward for consideration of the General Shareholders’ Meeting an issue concerning a pre-term termination of powers of a managing organization or a manager;

8) increase of Company’s authorized capital by the way of placement of additional shares within a number and categories (types) of authorized shares at the expense of Company’s property, when placement of additional shares shall be performed by the way of their distribution

among shareholders; approval of a report and making amendments to Company’s articles of Association on results of placement in compliance with paragraph 2 of article 12 of the Federal Law “On Joint-Stock Companies”.

9) placement of bonds non-convertible into shares and other equity securities non-convertible into shares in cases, stipulated by the Federal Law “On Joint-Stock Companies”;

10) approval of a decision concerning an issue of securities, issue prospectus, a report on results of securities issue, issuer’s quarterly reports, making amendments and supplements to them;

11) determining a price (pecuniary valuation) and the market value of assets, a cost of placement and purchase of equity securities in cases, stipulated by the Federal Law “On Joint-Stock Companies”;

8) purchasing of shares placed by the Company in compliance with paragraph 2 of Article 72 of the Federal Law “On Joint-Stock Companies”;

13) purchase of bonds and other securities non-convertible into shares in cases, stipulated by the Federal Law “On Joint-Stock Companies”;

14) approval of the report on results of purchase of shares, stipulated in compliance with paragraph 1 of Article 72 of the Federal Law “On Joint-Stock Companies”, making amendments to Company’s Articles of Association in compliance with paragraph 3 of Article 12 of the Federal Law “On Joint-Stock Companies”;

15) recommendations on the amount of remunerations and compensations paid to the members of Company’s Auditing board

16) determining the amount of payment for auditor’s services;

17) recommendations to the General Shareholders’ Meeting on the amount of dividend on shares and the procedure of their payment;

18) recommendations to the General Shareholders’ Meeting on the procedure of Company’s profit and loss distribution on results of financial year;

19) usage of the reserve fund and other Company’s funds;

20) approval of Company’s internal documents with an exclusion of the internal documents regulating the activity of Company’s bodies, subject to approval by a decision of the general meeting, and also other Company’s internal documents, which approval is referred by the Articles of Association to the competence of a sole executive body of the Company, making amendments of and additions to these documents;

21) establishing and liquidation of branches, opening and liquidation of Company’s representative offices, approval of regulations on them, making amendments of and additions to them, appointment of heads of branches and representative offices and termination of their powers, approval of labor agreements with heads of branches and representative offices;

22) making amendments to Company’s Articles of Association connected with establishing branches, opening of representative offices and their liquidation;

23) provision and obtaining by the Company of loans, credits and provision of delays in repayment for the amount of above 5 (five) percent of Company assets’ book value according to the data of Company’s accounting for the last reporting period, preceding a date of conclusion of the corresponding loan agreement or a credit, or provision of a grace period in repayment under any agreements and contracts;

24) taking decisions on approval of a transaction or transaction, connected with a purchase or alienation or a possible alienation by the Company either directly or indirectly of property, which value exceeds 5 (five) per cent of Company assets’ book value according to Company’s accounting data for the last reporting period, preceding a date of conclusion of a corresponding transaction, on condition, that this limitation shall not apply to transactions performed in the course of Company’s regular economic activity;

25) approval of major transactions in cases, stipulated by Chapter X of the Federal Law “On Joint-Stock Companies”;

26) approval of transactions, stipulated by Chapter XI of the Federal Law “On Joint-Stock Companies”;

27) approving of Company’s Registrar and conditions of an agreement with it, and also dissolving of the agreement with it;

28) taking at any time of a decision concerning performance of an audit of Company’s financial and economic activity;

29) determining a person, authorized to sign an agreement on Company’s behalf with the sole executive body in case, if the chairman of the Board of Directors may not sign such an agreement;

30) taking a decision concerning forming of Company’s temporary sole executive body;

31) determining a list of additional documents subject to compulsory keeping by the Company;

32) approval of an agreement with a person, carrying out powers of a sole executive body of the Company;

33) approval of all transactions connected with a purchase, alienation and an opportunity to alienate shares (interest, parts in the authorized capital) of other commercial organizations;

34) approval of transactions, in the result of which the Company becomes or may become a subsidiary relatively to another company;

35) Taking a decision concerning performance by the Company of any transaction on purchase, alienation, encumbrance or provision to third parties of intellectual property objects (including industrial property), and in particular: an invention, a useful model, industrial sample, a trademark, service mark, place of goods’ origin, firm name, know-how, a technical innovation objects of copyright and allied rights, as they are determined in the legislation of the Russian Federation;

36) taking a decision concerning performance by the Company of a bill transaction, including issuance by the Company of a bill of exchanges, their endorsement, availing, payments regardless of their amount;

37) granting a consent to a person performing functions of a sole executive body of the Company and (or) members of a collective executive body of the Company of posts to their overtaking positions in bodies of management in other organizations;

38) solving issues concerning granting bonuses to a person performing functions of Company’s sole executive body, to hold him materially liable for losses, cause by his guilty actions in compliance with the RF Labor Code;

39) Other issues, stipulated by the Federal Law “On Joint-Stock Companies” and Articles of Association.

9.3. The matters referred to the competence of Company’s Board of Directors may not be transferred for a consideration of Company’s executive bodies.

Electing the Board of Directors

9.4. Members of Company’s Board of Directors shall be elected by the General Shareholders’ Meeting under a procedure, stipulated by the Federal Law “On Joint-Stock Companies” and the present Articles of Association for a term till the next annual General Meeting of Shareholders. If an annual Shareholders’ Meeting has not been held within the term, stipulated by the present Articles of Association, powers of Company’s Board of Directors shall terminate with an exclusion of powers on preparing, summoning and holding of the Annual Shareholders’ Meeting. The Board of Directors shall be established in a number, determined by a decision of the General Shareholders’ Meeting.

9.5. Only an individual may be a member of Company’s Board of Directors. A member of Company’s Board of Directors may not be Company’s shareholder. Persons elected into the composition of Company’s Board of Directors may be reelected an unlimited number of times.

A person performing functions of the General Director (a sole executive body) may not be at the same time a Chairman of Company’s Board of Directors.

9.6. In case, when the number of members of the Board of Directors becomes less than a half of the number determined by the decision of the General Shareholders’ Meeting, the Board of Directors shall be obliged to summon a special General Shareholders’ Meeting in order to elect the new Board of Directors. The remaining members of Company’s Board of Director shall be entitled to take a decision concerning summoning of such special General Shareholders’ Meeting only.

9.7. Members of the Board of Directors shall be elected by a separate voting on each candidate. General Shareholders’ Meeting shall be entitled at any time to take a decision concerning a pre-term termination of powers of separate members or of the entire staff of the Board of Directors.

In case of a pre-term termination of powers of a member of the Board of Directors, powers of remaining members of the Board of Directors shall not terminate, with an exclusion of a case, established in a preceding paragraph of the present Articles of Association.

9.8. A member of the board of Directors shall be entitled to resign at any time, having preliminary notified about it a chairman of the Board of Directors, having specified a date of resignation. In this case the Board of Directors shall be entitled to summon the General shareholders’ meeting on the issue of a preterm termination of powers of a resigning member of the Board of Directors.

Chairman of the Board of Directors

9.9. The Chairman of Company’s Board of Directors shall be elected by the members of Company’s Board of Directors among its members by the majority of votes of all members of Company’s Board of Directors, and in this connection, votes of retiring members of the Board of Directors shall not be counted.

The Board of Directors shall be entitled at any time to reelect its Chairman by a majority of votes of all members of the Board of Directors, and in this connection shall not be counted votes of retiring members of the Board of Directors. Members of the Board of Directors shall be entitled to elect the Deputy Chairman of the Board of Directors who shall carry out the functions of the Chairman of the Board of Directors during the time of his absence.

9.10. Chairman of Company’s Board of Directors shall organize the work, take a decision concerning a form of the meeting of the Board of Directors, summon meetings of the Board of Directors and preside at them, organize keeping the minutes at the meetings, preside at a General Shareholders’ Meeting.

9.11. In absence of the chairman of the Board of Directors, his functions shall be performed by one of members of Company’s Board of Directors under a decision of Company’s Board of Directors. Persons carrying out functions of the chairman of the Board of Directors, in his absence, shall be entitled to carry out any powers, stipulated for the chairman of the Board of Directors.

9.12. The Board of Directors shall be entitled to appoint a secretary of the Board of Directors, which functions shall include keeping and drawing up minutes of the meeting of the Board of Directors, summing up results of voting on decisions, held by the way of questioning, and also solving of other organization and technical issues, connected with activity of the Board of Directors.

Meeting of the Board of Directors

9.13. Meeting of Company’s Board of Directors shall be summoned by the Chairman of the Board of Directors under his own initiative, on demand of a member of the Board of Directors, Company’s Auditing Board or Company’s Auditor, Company’s executive body and shareholders (a shareholder) of the Company.

9.14. While determining results of existence of quorum and results of voting on the issues of agenda shall be taken into account a written opinion of a member of Company’s Board of Directors absent at a meeting of Company’s Board of Directors.

9.15. A decision of Company’s Board of Directors may be made by an absentee voting. A procedure of summoning and holding of meetings of Company’s Board of Directors, and also a procedure of taking decisions by an absentee voting may be additionally determined by the “Regulations on the Board of Directors”. An absentee voting may be held by the way of documents exchange by the way of postal, telegraph, telephone, electronic, facsimile communication providing for the authenticity of transferred and received messages and their documentary confirmation.

9.16. A quorum for holding of the meeting of the Board of Directors shall be a presence of not less than a half of a number of elected members of Company’s Board of Directors or an availability of a written opinion of more than a half of elected Board of Directors, except for quorum on issues, in order to take a decision on which in compliance with the Federal law “On Joint-Stock Companies” and Company’s Articles of Association a unanimity, a majority of three fourth of votes or a majority of all members of the Board of Directors is required, without account to votes of retiring members of the Board of Directors, and also a majority of members of the Board of Directors, not interested in performance of a transaction.

The retired members of the Board of Directors shall be, under the present Articles of Association, members of the Board of Directors, whose powers have been terminated prematurely by a decision of the General Shareholders’ Meeting and also dead persons, and also persons being members of the Board of Directors and sending to the Company an application concerning retirement from the Board of Directors regardless of reasons of its decision.

9.17. Decision of the Board of Directors, adopted by an absentee voting, shall be considered to be valid, if in absentee voting voted more than a half of the number of elected members of the Board of Directors, except for issues, for taking a decision on which in compliance with the Federal Law “On Joint-Stock Companies” and Company’s Articles of Association a unanimity, a majority of three fourth of votes or a majority of all members of the Board of Directors, without account to votes of retiring members of the Board of Directors is required.

9.18. Decisions of Company’s Board of Directors shall be adopted by a majority of votes of members of Company’s Board of Directors participating in a meeting and (or) expressing their opinion in writing, unless the Federal Law “On Joint-Stock Companies” and Company’s Articles of Association stipulate the other.

A decision of the Board of Directors adopted by an absentee voting shall be considered to be adopted, if for its voting voted “for” more than a half of members of the Board of Directors participating in an absentee voting, unless the Federal Law “On Joint-Stock Companies” and Company’s Articles of Association stipulate the other.

Decisions on the following issues shall be adopted unanimously by all members of the Board of Directors, and in this connection shall not be accounted votes of retired members of the Board of Directors:

1)	an increase of Company’s authorized capital by the way of placement of additional shares within a quantity and categories (types) of authorized shares at the expense of Company’s property, when placement of additional shares is performed by the way of their determining among shareholders;

2)	approval of a large transaction which subject is a property, which value makes from 25 up to 50 percent of Company assets’ book-value.

If a unanimity of Company’s Board of Directors on the above listed issues has not been achieved, then under a decision of Company’s Board of Directors, these issues may be put forward for consideration of the General Shareholders’ Meeting.

A decision concerning an approval of the transaction, in performance of which there exists an interest, shall be adopted by a majority of votes of directors, not interested in its performance.

If a number of non-interested directors makes less than the quorum determined by the Articles of Association for holding of a meeting of the Board of Directors, a decision on the specified issue shall be adopted by the General Shareholders’ Meeting.

9.19. At solving issues at a meeting of Company’s Board of Directors, each member of Company’s Board of Directors shall have one vote.

An assignment of a voting right by a member of Company’s Board of Directors to another person, including to another member of Company’s Board of Directors, shall not be allowed.

In case of equality of votes of members of the Company’s Board of Directors at adoption of decisions the Chairman of the Board of Directors shall have a casting vote.

10. COMPANY’S SOLE EXECUTIVE BODY

10.1. Management of Company’s current activity shall be carried out by Company’s sole executive body (General Director, managing organization, Manager). Sole executive body shall report to Company’s Board of Directors and the General Shareholders’ Meeting.

10.2. To the competence of Company’s sole executive body shall refer all issues of management of Company’s current activity, with an exclusion of issues, referred to the competence of the General Shareholders’ Meeting and Company’s Board of Directors.

Company’s sole executive body shall organize performance of decisions of the general Shareholders’ Meeting and Company’s Board of Directors.

Company’s sole executive body shall act without a power of attorney on Company’s behalf, including:

•

it shall dispose of Company’s assets in order to provide for its current activity within the limits, established by the Articles of Association and the Federal law “On Joint-Stock Companies”;

•

it shall represent Company’s interests both in the Russian Federation and abroad;

•

it shall approve a list of members of staff (headcount) of the Company, it shall conclude labor agreements with Company’s employees and it shall apply to these employees incentive measures and impose punishments on them;

•

it shall perform transactions on Company’s behalf independently, within its competence or after their approval by Company’s bodies of management under a procedure, stipulated by the Federal Law “On Joint-Stock Companies”, the present Articles of Association and Company’s internal documents;

•

it shall issue powers of Attorney on Company’s behalf;

•

it shall open Company’s accounts in banks;

•

it shall issue orders and give instructions, to be compulsorily performed by all Company’s employees;

•

it shall perform other functions, required for achievement of objectives of Company’s activity and provision of its normal work in compliance with the effective legislation of the Russian Federation, the present Articles of Association and agreement with it, with an exclusion of functions, assigned to other Companies bodies of management.

The sole executive body may assign its powers to third parties only under a procedure, stipulated by the civil legislation within the institute of representation.

10.3. Rights and obligations, terms and amounts of payment for services of the general director shall be determined by the agreement, concluded by the General Director with the Company. An agreement in Company’s name shall be signed by the Chairman of the Board of Directors or a person, authorized by Company’s Board of Directors.

10.4. The General Director shall be elected by the Board of Directors for a term of 3 (three) years.

Company’s Temporary Sole Executive Body

10.5. If a managing organization (manager) is not entitled to perform its duties, Company’s Board of Directors shall be entitled to take a decision concerning forming of a temporary sole executive body.

10.6. If the General Director may not perform its duties in virtue of death, dismissal or occurrence of other circumstances, that prevent a further performance by the general director of its obligations, Company’s Board of Directors shall be entitled to take a decision concerning suspension of powers of the General Director and forming of a temporary sole executive body.

In this case the temporary sole executive body shall act up to the moment of adoption by the Board of Directors of a decision concerning a termination of powers of Company’s temporary sole executive body, or an adoption by the Board of Directors of a decision concerning election of the General Director.

10.7. Company’s temporary executive body shall carry out a management of the Company’s activity within the competence of Company’s sole executive body.

10.8. The minutes of the Board of Directors concerning the election of the temporary sole executive body of the Company shall be specify the grounds for election of Company’s temporary sole executive body.

11. LIABILITY OF BOARD OF DIRECTORS’ MEMBERS AND COMPANY’S EXECUTIVE BODY

11.1. Members of Company’s Board of Directors, a sole executive body (General Director) or a temporary sole executive body, as equally a managing organization or a manager shall act in Company’s interests while exercising their rights, and exercise their rights and perform their duties to the Company in a good faith and reasonably.

11.2. Members of Company’s Board of Directors, a sole executive body (General Director), a temporary sole executive body, as equally a managing organization or a manager shall be responsible to the Company for the losses caused to the Company by their wrongful acts (a failure to act), unless other grounds and the amount of responsibility are established by the federal laws.

In this connection, members of the Board of Directors and the Management Board who voted against the decision which caused the losses with the Company, or persons who did not participate in voting, shall not bear the liability.

11.3. The Company or a shareholder (shareholders) who own on aggregate not less than 1 per cent of Company’s ordinary shares, shall be entitled to apply the court with a suit against a member of Board of Directors, a sole executive body (general director), as equally a managing organization or a manager, concerning reimbursement of losses caused to the Company, in case, stipulated by paragraph 2 of Article 71 of the Federal Law “On Joint-Stock Companies”.

12. AUDITING BOARD

12.1. A control over financial and economic activity of the Company shall be performed by the auditing board, elected by the General Shareholders’ Meeting consisting of three persons. The proceedings of the auditing board may be determined by the “Regulations on the Auditing Board”, subject to approval by the General Shareholders’ Meeting.

12.2. Up to the moment of electing by the General Shareholders’ Meeting of the Auditing Boars, its functions shall be performed by a person (controller) elected by the General Shareholders’ Meeting. The Auditing Board (controller) shall be elected for a term until the next annual General Shareholders’ Meeting.

If due to any reasons elections of the auditing board (controller) fail to be performed at a General Shareholders’ Meeting, then powers of the existing auditing board (controller) shall be prolonged to the elections of the auditing board (controller).

12.3. Powers of the auditing board (controller) may be elected prematurely by a decision of the General Shareholders’ Meeting.

12.4. A member of the Auditing Board (a controller) may be both Company’s shareholder and any person, proposed to the shareholder. A member of Company’s Auditing Board (Controller) may not be at the same time a member of Company’s Board of Directors and also take other posts in Company’s bodies of management.

12.5. The competence of the auditing board (controller) shall include:

Checking the financial documents of the Company, accounting reporting, conclusions of the commission on inventory of assets, comparing of the specified documents with the data of primary accounting;

analysis of correctness and completeness of keeping the accounting, tax, managerial and statistic accounting;

analysis of Company’s financial status, its solvency, liquidity of assets, ratio of own and borrowed funds, net assets and the authorized capital, identification of reserves for improvement of Company’s economic status, development of recommendations for Company’s bodies of management;

checking the timeliness and correctness of payments to supplies of products and services, payments to budget and off-budgetary funds, accruals and payments of dividends, interest on bonds, repayment of other liabilities;

confirmation of reliability of the data included into Company’s annual reports, annual accounting reporting, profit and loss accounts, distribution of profit, reporting documents for tax and statistic authorities, governmental authorities.

The Auditing Board (Control) shall be entitled:

to demand personal explanation from members of the Board of Directors, Company’s employees, including any of its officers, on issues being within the competence of the Auditing Board;

to set before bodies of management an issue of responsibility of Company’s employees, including its officers, in case of their violation of provisions of the Articles of Association, provisions, rules and instructions, adopted by the Company;

to engage into its work under a contractual basis specialists, not taking posts in the Company, subject to consent of the Board of Directors.

12.6. The audit (revision) of Company’s financial and economic activity shall be performed on results of Company’s activity for a year and also any time, under the initiative of Company’s auditing board (controller), decision of the General Shareholders’ Meeting, Company’s Board of Directors or under a demand of shareholders (a shareholder), who possess on aggregate not less than 10 per cent of Company’s voting shares.

12.7. Under a demand of Company’s Auditing Board (controller) persons taking posts in Company’s bodies of management shall be obliged to submit documents on the financial and economic activity of the Company.

The specified documents shall be submitted within three days from the moment of a submission of the written request.

12.8. Company’s auditing board (controller) shall be entitled to demand of summoning of a special General Shareholders’ Meeting under a procedure, stipulated by Article 55 of the Federal Law “On Joint-Stock Companies” and Company’s Articles of Association.

12.9. Company’s auditing board (controller) shall be entitled to demand summoning of the Board of Directors. The chairman of the Board of Directors shall not be entitled to refuse to the auditing board (controller) to summon the meeting of the Board of Directors under its demand.

12.10. Company’s auditing board (controller) during the period of its performance of its duties may be paid a remuneration and (or) compensated the expenses connected with its performance of its duties. The amount of such a remuneration and a compensation shall be determined by a decision of the General Shareholders’ Meeting under a recommendation of Company’s Board of Directors.

13. COMPANY’S AUDITOR

13.1. Company’s auditor shall carry out an audit of Company’s financial and economic activity in compliance with legal acts of the Russian Federation on the basis of the agreement concluded with it.

13.2. Company’s Auditor shall be approved by a decision of the General Shareholders’ Meeting. The amount of its payment for the services shall be determined by Company’s Board of Directors.

14. COMPANY’S ACCOUNTING, REPORTING AND DOCUMENTS

14.1. The Company shall be obliged to keep accounting and submit financial reporting under a procedure, stipulated by the Federal Law “On Joint-Stock Companies” and other legal acts of the Russian Federation.

14.2. A liability for the organization, state and reliability of accounting in the Company, timely submission of the annual report and the other financial reporting to corresponding bodies, and also the information concerning Company’s activity, information provided to shareholders, creditors and mass media shall be borne by Company’s General Director in compliance with the Federal Law “On Joint-Stock Companies”, other legal acts of the Russian Federation and the present Articles of Association.

14.3. The reliability of data contained in Company’s annual report, annual financial statements shall be confirmed by Company’s Auditing Board.

14.4. Before publishing by the Company of documents specified in the present Articles of Association, the Company shall engage an auditor for performance of the annual audit and confirmation of the annual financial statements, who must not have any property interest with the Company or its shareholders.

14.5. Company’s annual report shall be subject to a preliminary approval by Company’s Board of Directors not later, than 30 days prior to the date of holding of the annual General Shareholders’ Meeting.

14.6. The Company shall be obliged to keep the following documents:

Company’s Foundation Agreement

the present Articles of Association with all amendment hereto, registered under an established procedure, a decision concerning establishment of the Company, a certificate of Company’s state registration;

documents, confirming Company’s rights to the property being on its balance-sheet;

Company’s internal documents;

regulations on branches or Company’s representative offices;

annual statements;

accounting documents;

financial reporting documents;

minutes of General Shareholders’ Meetings, meetings of the Board of Directors and Auditing Board;

voting ballots and also Powers of Attorney (copies of Powers of Attorney) for a participation in the General Shareholders’ Meeting;

Reports of independent appraisers;

Lists of Company’s affiliated entities;

Lists of entities entitles to participate in the General Shareholders’ Meeting, entitles to receive dividends, and also other lists made by the Company for establishment by shareholders of their rights in compliance with requirements of the Federal Law “On Joint-Stock Companies”;

Conclusions of the Auditing Board, Company’s Auditor, state and municipal bodies of financial control;

issue prospectuses, quarterly reports of the issuer and other documents, containing the information subject to publishing or disclosure otherwise in compliance with the Federal Law “On Joint-Stock Companies” and other federal laws;

other documents, stipulated by the Federal Law “On Joint-Stock Companies”, the present Articles of Association, Company’s internal documents, Decisions of the General Shareholders’ Meetings, Board of Directors, Company’s executive bodies, and also the documents, stipulated by the legal acts of the Russian Federation.

14.7. The Company shall keep documents stipulated by point 14.6. of the present Articles of Association at the place of Company’s location under a procedure and within terms, that are established by the federal body of executive power for securities market.

14.8. The Information on the Company shall be submitted in compliance with requirements of the Federal Law “On Joint-Stock Companies” and other legal acts of the Russian Federation.

14.9. The Company shall provide shareholders with an access to documents, stipulated by paragraph 14.6. of the present Articles of Association. An access to documents of accounting and minutes of meetings of the Board of Directors shall have shareholders (a shareholder) possessing on aggregate not less than 25 per cent of Company’s Shares.

In order to familiarize with documents, stipulated by paragraph 14.6. of the present Articles of Association shareholders shall send a written demand (request) in the name of Company’s General Director. The request (inquiry) of the shareholder shall specify:

surname, name, patronymic (designation) of the shareholder;

number of shares possessed by him;

a list of documents requested;

method of familiarizing with documents (at the place of Company’s location or receiving copies of documents, specifying the delivery address);

delivery address, contact telephone number.

At sending an inquiry (request) from a legal entity it shall be required to enclose a document, confirming powers of a person, signing a request (inquiry).

14.10. In order to submit Company’s documents the Company shall within 2 days from the moment of receipt by the Company of an inquiry (request) check a fact of possessing Company’s shares by the applying person. Provision by a shareholder of an extract from the shareholders’ registry (depo account) as at the date of sending a request (inquiry) to the Company shall be a sufficient fact of conformation of the fact of possessing the shares.

14.11. In case a shareholder intends to make himself familiar with documents at the place of Company’s location, the Company within 5 days from the moment of receipt of the inquiry (request) by the Company shall inform the shareholder about the time and the procedure of familiarizing with the information. The Company shall not be liable for a violation of terms for provision of documents requested in case of an inaccuracy in specification in the inquiry (request) of shareholders’ address or a contact telephone number.

14.12. Under a demand of persons entitled to an access to documents, stipulated by point 14.6. of the present Articles of Association, the Company shall provide them with copies of the specified documents. A payment charged by the Company for provision them with the given copies may not exceed expenses on their making.

14.13. In case a shareholder intends to obtain copies of documents at the address specified in the request (inquiry), the Company within 7 days from the moment of receipt by the Company of the request (inquiry) shall send to a shareholder an invoice specifying Company’s payment details and the amount of payment for the expenses on making the copies of the requested documents.

14.14. After making a payment according to the payment details specified, the Company within 2 business days shall send by mail the copies of requested documents to the address specified in shareholder’s request (inquiry).

15. COMPANY’S FUNDS

15.1. The Company shall establish a reserve fund in the amount of 5 per cent of Company’s authorized capital. The amount of annual deductions to Company’s reserve fund shall make 5 per cent of Company’s net profit. The specified deductions shall be made until the reserve fund achieves the amount, stipulated by the Articles of Association.

Company’s reserve fund is intended for coverage of its losses, and also for redemption of Company’s bonds and redemption of Company’s shares in case of absence of other funds.

The reserve fund may not be used for other purposes.

16. COMPANY’S REORGANIZATION AND LIQUIDATION

16.1. The Company may be re-organized voluntarily under a procedure, stipulated by the Federal Law “On Joint-Stock Companies”. Other grounds and procedure of reorganization of the Company shall be determined by the Civil Code of the Russian Federation and other federal laws.

16.2. Company’s reorganization may be carried out in the form of a merger, acquisition, division, detachment and reorganization.

Company’s reorganization shall entail an assignment of rights and obligations, belonging to the Company (Companies), to his (their) legal assign (legal assigns). In cases stipulated by the legislation, the reorganization shall be a subject to approval by authorized governmental authorities.

The Company shall be considered to be reorganizes with an exclusion of cases of reorganization in the form of a merger from the moment of state registration of newly established legal entities.

At Company’s reorganization in the form of an accession to it of another Company, the first of them shall be considered to be reorganized from the moment of recording in the single state register of legal entities of a record concerning ceasing of the allied Company’s activity.

16.3. At reorganization of the Company, all the documents (managerial, financial and economic, regarding the staff etc.) shall be transferred in compliance with the established ruled to the enterprise being the legal successor.

16.4. The state registration of newly occurred Companies in the result of the reorganization and making a record concerning ceasing of activity of reorganized companies shall be made under a procedure, established by federal laws.

State registration of companies established in the result of reorganization and making records concerning ceasing of activity of the reorganized companies shall be performed in availability of proofs of provision of notifications to creditors under the procedure, stipulated by the Federal Law “On Joint-Stock Companies”.

16.5. The Company may be liquidated voluntary under a decision of the General Shareholders’ Meeting with account to requirements of the effective legislation in effect. The Company may be liquidated under court’s decision due to grounds, stipulated by the Civil Law of the Russian Federation.

The liquidation of the Company shall entail its ceasing without an assignment of rights and obligations under a legal succession procedure to other entities.

The procedure and terms of Company’s liquidation shall be established by the General Shareholders’ Meeting or a court. The term for filing requirements to creditors may not be less than two months from the date of publishing a message concerning Company’s liquidation.

16.6. In case of Company’s voluntary liquidation the Board of Directors of the liquidated Company shall put forward for consideration of the General Shareholders’ Meeting an issue concerning appointment of Company’s Liquidation Committee.

General Shareholders’ Meeting shall take a decision concerning a liquidation of the Company and appointment of the Liquidation Committee. In case of a compulsory liquidation the Liquidation Committee shall be appointed by the court. From the moment of appointment of the Liquidation Committee to it shall be transferred all the powers on management of Company’s affairs.

The staff and working procedure of the Liquidation Committee shall be approved at the same time with deciding on an issue of its appointment by a body taking a decision concerning Company’s liquidation.

16.7. The Liquidation Committee shall carry out all the measures on publishing in press a notification concerning the liquidation, finding creditors and debtors, performing settlements with them and the budget, under a procedure and within terms established by the Federal law.

After accomplishing settlements with creditors and the budget, the liquidation committee shall draw up a liquidation balance sheet which shall be approved by the General Shareholders’ Meeting subject to approval of the body performing the state registration of the liquidated Company.

16.8. Assets of the liquidated Company, remaining after settlements with creditors, shall be distributed by the Liquidation Committee between shareholders in compliance with a turn stipulated by the Federal Law “On Joint-Stock Companies”.

16.9. At reorganization or a termination of Company’s activity all the documents (managerial, financial and economic, regarding the staff etc.) shall be transferred to a legal entity-successor according to the established rules.

In absence of the legal successor the documents having a scientific and historical significance shall be transferred for the state storage to archives; documents on the staff (personal files, record cards etc.) shall be transferred for storage to the archive of the administrative area at the territory of which the Company is located.

The transfer and putting in an appropriate order the documents shall be carried out by efforts and at the expense of the Company in compliance with requirements of Archive authorities.

16.10. The Company for purposes of implementation of the state, social, economic and tax policy shall be responsible for the safety of documents (managerial, financial and economic, documents regarding the personnel etc.); it shall provide for a transfer the documents having scientific and historical significance for storage to central archives at the place of Company’s location in compliance with a list of documents, approved by the bodies of the local management; it shall store and use under the established procedure documents on the staff.

16.11. The liquidation shall be considered to be performed, and the Company as ceasing to exist from the moment of making a corresponding record by the body carrying out the state registration into the Single State Register of Legal Entities.

Stamp:

COPY

Interregional Inspectorate of the Federal Tax Service of the Russian Federation No 46 for the city of Moscow

The appropriate record was made in the Single State Register of Legal Entities On March 2^nd, 2009

Basic State Registration Number (OGRN): 1037705023190

State Registration Number: 609774690588

The original of the document is kept by the registration (tax) authority.

Specialist of the 1^st Class

/job title of the authorized officer/

- signed

M.N. Zhuganina

Official Seal:

Federal Tax Service

Administration of the Federal Tax Service of the Russian Federation for the City of Moscow

Interregional Tax Inspectorate No 46 for the city of Moscow

Totally fixed, sealed and numbered 24 leaves.

- signed

Inspector and Clerk

O.A. Shpak

Official Seal:

Federal Tax Service

Administration of the Federal Tax Service of the Russian Federation for the City of Moscow

Interregional Tax Inspectorate No 46 for the city of Moscow

EX-99.T3A.12 13 d483104dex99t3a12.htm CHARTER Charter

Exhibit T3A.12

COPY


		Approved by the Resolution of the Sole Member

		dated 25 December 2009

CHARTER

OF THE

LIMITED LIABILITY COMPANY

“The Trading House “Russian Alcohol”

(new version)

Moscow

2009

Charter of OOO “The Trading House “Russian Alcohol”

ARTICLE 1.

GENERAL PROVISIONS

1.1.

Limited Liability Company “The Trading House “Russian Alcohol” (the “Company”) has been established under the Civil Code of the Russian Federation, Federal Law On Limited Liability Companies No. 14-FZ dated 08/02/1998 (the “Law”) and its operations are governed by the mentioned laws, other applicable law and this Charter.

1.2.	The Company has been established for an indefinite term.

ARTICLE 2.

NAME, LOCATION, BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

2.1.	The full corporate name of the Company is:

in Russian:

Abbreviated corporate name of the Company:

OOO LOGO

2.2.	Name of the Company in English: Limited Liability Company “The Trading House “Russian Alcohol”

2.3.	Location of the Company: 3 Krasnaya Sosna st., Moscow, 129337, Russian Federation.

The location of the Company is determined by the place of its state registration.

2.3.

The Company may establish branches and open representative offices in and outside the Russian Federation under applicable law, including legislation of foreign states whose territory accommodates such branches and representative offices unless otherwise provided for by international treaties of the Russian Federation.

ARTICLE 3.

OBJECTIVES AND ACTIVITIES OF THE COMPANY

3.1.

The principal objective of the Company is to derive profits from production, commercial, investment and other activities which are not prohibited by applicable law in the Russian Federation and overseas, including from: (a) production and trade of alcoholic beverages (including bulk purchase, storage and supply, and retail trade) and other excisable goods, foodstuffs, non-alcoholic beverages, consumer goods, and industrial goods, (b) trading and purchasing activity, including wholesale and retail, and commission trade, which includes trade in foodstuffs, alcoholic beverages and tobacco products, rendering of warehouse services, (c) establishment and management of retail and wholesale alcoholic beverage sales networks, (d) organization and operation of production of food products and foodstuffs, (e) establishment and operation of public catering enterprises, (f) transport and forwarding services, cargo carriage, repair and maintenance of transport, operation of motor vehicles and parkings,

Charter of OOO “The Trading House “Russian Alcohol”

(g) rendering of consumer services to population, (h) technical, repair, warranty and after-sales services relating to production, industrial and domestic equipment, (i) scientific and technical, design and information research and development, (j) intermediary, marketing (including licences grants relating to trademarks and trade names use), innovation, engineering, consulting, information and advertising services, management and other services, (k) organization and holding of trade exhibitions, auctions, seminars, etc., (l) obtaining investments and investment of funds in enterprises engaged in the production and sale of alcoholic and other beverages, and in other enterprises in the Russian Federation and abroad, (m) management of such enterprises both by using own resources and in cooperation with third parties, (n) organization of efficient distribution of products produced by the invested enterprises, and from other related activities;

3.2.	The Company may engage in any activities to achieve the above mentioned objectives within the limits established by applicable law and subject to obtaining all necessary licenses or permits, including:

3.2.1.

acquire, own, use and dispose of any immovable property (including, without limitation, land plots, buildings and structures) and movable property (including securities and participation interest in business companies), and property rights;

3.2.2.

carry out investment activity of any kind and in any form as permitted by law of the Russian Federation;

3.2.3.

carry out production activity of whatsoever nature, including development of new sites (including their construction) of movable and immovable property, their maintenance, repair and service;

3.2.4.

carry out trading activity, including import and export operations, wholesale and retail trade;

3.2.5.

carry out any other activities as may be necessary and desirable for accomplishment of the Company’s objectives.

ARTICLE 4.

LEGAL STATUS OF THE COMPANY

4.1.

The Company is a legal entity established in the form of a limited liability company under the laws of the Russian Federation. The Company keep accounts, has bank accounts and may on its behalf enter into contracts, acquire property and personal non-property rights, assume and perform obligations, sue and be sued in courts, commercial courts and arbitration tribunals in the Russian Federation and overseas. The Company may have subsidiary and dependent business entities vested with rights of a legal entity both in the Russian Federation and abroad.

4.2.	The Company acquires its rights as a legal entity from the moment of its state registration.

4.3.

The Company is liable for its obligations only to the extent of the value of its property and is not liable for obligations of its Members. Other than provided for by law, the Members are not liable for obligations of the Company and bear the risk of losses associated with the Company’s activities to the extent of the value of their interests in the Charter Capital of the Company.

Charter of OOO “The Trading House “Russian Alcohol”

Company Members who have not paid for their Interests in full are jointly and severally liable for its obligations to the extent of the value of the unpaid part of their Interests in the Company’s Charter Capital.

4.4.

The Company has a round seal the specimen of which is approved by the General Director of the Company (the “General Director”). The Company’s seal shall indicate the location and full corporate name of the Company in Russian. The Company’s seal may also contain its full or abbreviated name in English.

The Company may have stamps and letterheads bearing its corporate name, and may have its own logo, as well as a duly registered trademark and other means of identification.

4.5.	The Company shall register and/or notify the competent registration authorities of any amendments to the Company’s Charter in accordance with the procedure and within the period prescribed by applicable law.

ARTICLE 5.

COMPANY MEMBERS (“MEMBERS”)

5.1.	Both individuals and legal entities may be Members of the Company. State and local government bodies may not be Company Members unless otherwise provided for by federal law. The number of Company Members shall not be more than fifty.

5.2.

The information on the number and nominal value of the Interest of each Company Member is subject to inclusion in the unified state register of legal entities pursuant to the federal law on the state registration of legal entities. Upon foundation of the Company the information on the nominal value of the Interests of the Company Members is determined on the basis of the provisions of the Company’s foundation agreement or its sole founder’s resolution, including if such interests have not been paid for in full and are subject to payment in the manner and within the term prescribed by the Law.

5.3.

The Company maintains a register of Company Members to record information about each Company Member, size of his Interest in the Company’s Charter Capital and its payment, as well as about the size of Interest held by the Company and the dates of their transfer to or acquisition by the Company. The Company shall maintain and keep the register of Company Members from the time of state registration of the Company as required by the Law.

5.4.

Admission of new Members to the Company (Members of the Company are hereinafter referred to as the “Members”), withdrawal and expulsion of Members from the Company, as well as transfer of Member’s Interest or part thereof to another Member or to third parties shall be made in accordance with applicable law and this Charter.

Charter of OOO “The Trading House “Russian Alcohol”

ARTICLE 6.

CHARTER CAPITAL. MEMBERS’ INTERESTS IN THE COMPANY’S CHARTER CAPITAL

6.1.	The Charter Capital is comprised of the nominal values of its Members’ Interests. The size of the Member’s Interest in the Charter Capital is expressed in percentage.

6.2.	The Charter Capital of the Company (the “Charter Capital”) constitutes 10,000,000 (ten million one hundred thousand) roubles.

6.3.	At the time of state registration of the new version of the Company’s Charter, the Company’s Charter Capital was paid up by 100% by the Members.

6.4.

Additional contributions to the Charter Capital may be made in Russian roubles and in a foreign currency, and/or in kind in the form of construction materials, machinery and equipment, buildings, structures, motor vehicles and other property, securities, rights to use land, water and other natural resources, buildings, structures, machinery and equipment, as well as other property rights, including intellectual property rights and other rights, having a monetary value to the extent to which it is permitted by law.

6.5.

The monetary value of additional in-kind contributions to the Charter Capital is subject to approval by the decision of the General Meeting of Members of the Company (the “General Meeting”) to be passed by all Company Members unanimously. The monetary value of any such in-kind contributions is determined on the basis of the market value of the property being contributed. Where it is required by applicable law, the monetary value of additional in-kind contributions is determined by an independent valuer.

6.6.	Contributions to the Charter Capital which are expressed or evaluated in a foreign currency shall be recorded in the Company’s accounts books in roubles at the official exchange rate of the Central Bank of the Russian Federation as of the date of the contribution.

6.7.

The Charter Capital may be increased by using: (i) own assets of the Company, (ii) additional contributions of its Members, and/or (iii) contributions of third parties being admitted to the Company. The decision to increase the Charter Capital by using additional contributions of its Members is made by the General Meeting by at least two-thirds’ majority vote of the total number of votes held by the Members. The decision to increase the Charter Capital based on the Member’s application (Members’ applications) for making an additional contribution, and/or based on the third party’s application (third parties’ applications) for its admission to the Company and for making a contribution shall be adopted by the General Meeting unanimously. The increase of the Charter Capital may be put to vote provided that all previous contributions to the Charter Capital have been paid up in full.

6.8.	If the Charter Capital is increased by using own assets of the Company, the nominal value of the Interests of all Members is increased pro rata, without changing percentage value of the Members’ Interests.

6.9.

If the Charter Capital is increased by using additional contributions by all Members, the General Meeting shall determine the total value of the additional contributions as well as the unified ratio for all Members, between the value of the Member’s additional contribution and the amount by which the nominal value of his Interest will be increased. The increase of the nominal value shall not exceed the value of the additional contributions.

Charter of OOO “The Trading House “Russian Alcohol”

6.10.

Each Member is entitled to make an additional contribution to the Charter Capital within 2 (two) months after the date when the General Meeting made the decision under Article 6.9 above (or a longer term which may be approved by the General Meeting). Each Member’s Interest in the additional contribution shall not exceed such Member’s Interest in the Charter Capital before increasing the Charter Capital.

6.11.

The General Meeting shall make an additional decision approving the results of the Charter Capital increase and the respective amendments to be made to the Company’s Charter within 1 (one) month after expiration of the period of making additional contribution as specified in Article 6.10 above. The nominal value of the Interest of each Member who made additional contribution shall be increased in the propart determined pursuant to Article 6.9 above.

6.12.

The General Meeting may make a unanimous decision to increase the Charter Capital on application by one or more Members, or on application by one or more third parties who wish to become Members. Such application shall contain the size and composition of the expected contribution, procedure for and term of making such contribution, as well as the Interest which the Member or a third party wishes to acquire in the Charter Capital. The application may also contain additional terms and conditions in respect of the contribution and participation in the Company.

6.13.

Simultaneously with the decision under Article 6.11 above to increase the Charter Capital, the General Meeting shall make a unanimous decision to make the respective amendments to the Company’s Charter, increase the Interest of one or more Members, and, if necessary, to make the decision to change the distribution of the Interests in the Company. The nominal value of the Interest being transferred to the respective Member or third party shall not exceed the value of the respective contribution to the Charter Capital.

6.14.

Additional contributions by Company Members and contributions by third parties shall be made not later than within six months from the date when the General Meeting of Members made the decisions specified in Articles 6.12. and 6.13.

6.15.

The application for state registration of the amendments, reflecting Charter Capital increase to the Company’s Charter signed by the General Director of the Company, and other documents for state registration in connection with increasing the Company’s Charter Capital, increasing the nominal value of the Interests of the Company Members who have made additional contributions, admission of third parties to the Company, determination of the nominal value and size of their Interests and, if necessary, in connection with changing the Company Members’ Interests, as well as documents confirming that the Company Members or third parties have made their additional contributions or contributions in full shall be submitted to the authority in charge of state registration of legal entities within one month from the date of passing the decision provided for by Article 6.13 hereof or from the date of making additional contributions by the Company Members or third parties.

The application shall confirm that the Company Members or third parties have made their additional contributions or contributions in full. During three years from the time of state registration of the respective amendments to the Company’s Charter, the Company Members are jointly and severally liable for their obligations to the extent of the value of the additional contributions which have not been made, should the Company’s assets be insufficient.

6.16.

Should the terms specified in Articles 6.10, 6.11, 6.14 and 6.15 be breached, the respective increase in the Charter Capital shall be deemed as if it did not take place. In such case, the contributions made earlier to the Charter Capital in connection with such increase shall be returned within reasonable period of time to the respective Members and third parties who participated in the Charter Capital increase.

Charter of OOO “The Trading House “Russian Alcohol”

6.17.

The Charter Capital may be decreased by the decision of the General Meeting which shall be adopted unanimously by all Members provided that Charter Capital decrease is only possible after giving notice to all creditors of the Company thereof and upon performance of other actions required by applicable law.

6.18.

If the value of the Company’s net assets proves to be less than the Charter Capital at the end of the second year after the registration of the Company and each subsequent financial year, the Company shall declare the Charter Capital decrease and have such decrease registered in accordance with the established procedure. Should the net assets value be less than the minimum Charter Capital established by law, the Company shall be subject to liquidation. The Company is obliged to decrease its Charter Capital in all other cases where such decrease is required by applicable law.

6.19.

The documents relating to state registration of amendments being made to the Charter in connection with the Company’s Charter Capital decrease and change of the nominal value of the Members’ Interests shall be submitted to the authority in charge of state registration of legal entities within one month from the date of the latest notice relating to decrease of the Company’s Charter Capital and its new size sent to creditors.

For third parties such amendments shall be effective from the date of state registration.

6.20.

To the extent provided for by applicable law, the Company or its Members shall be exempt from customs duties and VAT in connection with imported property being contributed in kind to the Charter Capital (including in respect of Charter Capital increase).

ARTICLE 7.

RIGHTS AND OBLIGATIONS OF COMPANY MEMBERS

7.1.	Each Member has the right to participate in management of the Company through participating and voting at the General Meeting of Members. The number of votes owned by each Member is propartate to his Interest in the Charter Capital.

7.2.

Each Member has the right to receive from the Company any information related to the Company’s activities. A Member is entitled at all times to familiarize himself with the Company’s Charter, as well as with accounts books and internal regulatory documents of the Company. The Company shall send such information, and copies of the Charter, accounting reporting documents and internal regulatory documents of the Company to a Member free of charge within 3 (three) days upon receipt of the request from the Member.

7.3.

Each Member has the right to receive a share of profits during distribution of the Company’s profits, declared by the General Meeting from time to time, and a share in the Company’s assets in the event of liquidation of the Company (after satisfying creditors’ claims pursuant to applicable law) in propart to such Member’s Interest in the Charter Capital.

7.4.	Subject to provisions of Russian applicable law, each Member is entitled at all times to sell or otherwise dispose of his Interest in the Charter Capital or a part thereof to another Company Member with the consent of the other Members.

Charter of OOO “The Trading House “Russian Alcohol”

7.5.	In addition to the rights provided for in Article 7.4 hereof, each Member is entitled at all times to sell or otherwise transfer his Interest or a part thereof to any third party under Article 16 of the Charter.

7.6.

Each Member shall pay for his Interest in the Charter Capital in the manner, scope and within the period prescribed by this Charter and in accordance with decisions of the General Meeting that have been made pursuant to this Charter. Should a Member fails to make a full contribution to the Charter Capital within a specified period, it will incur accrual of interest on the unpaid part of the contribution at the rate established by decision of the General Meeting.

7.7.	A Member may withdraw at all times from the Company by disposing of his Interest to the Company in the manner established by Article 17 hereof. The Member may request acquisition of the Interest by the Company in the cases provided for by the Law.

Withdrawal of a Member from the Company as a result of which the Company has no Member is prohibited.

7.8.	Each Member is obliged to make contributions to the Company’s assets by the decision of the General Meeting which has been passed by all Members unanimously.

7.9.	Each Member is obliged not to disclose confidential information about activity of the Company.

7.10.

A Company Member may pledge his Interest or a part thereof in the Company’s Charter Capital in favor of another Company Member or, subject to consent of the General Meeting of Members, of a third party. The decision of the General Meeting of Members in respect of the consent to pledge the Interest or a part thereof in the Company’s Charter Capital owned by the Company Member is passed by a majority vote of all Company Members. The vote of the Company Member intending to pledge his Interest or a part thereof shall not be counted for the purposes of such voting.

ARTICLE 8.

GOVERNANCE OF THE COMPANY

8.1.

The General Meeting of Members (the “General Meeting”) and the sole executive body of the Company, the General Director or through the Managing company (the “Manager”), shall manage the Company. The status of and procedure for conduct of the General Meeting and the Sole Executive Body are described below.

ARTICLE 9.

GENERAL MEETING

9.1.

The General Meeting is a supreme body of the Company. The General Meeting may be ordinary which is held annually for approval of the Company’s annual activity results and extraordinary which is held in the cases provided for by this Charter, as well as in other cases if interests of the Company and its Members require holding such General Meeting.

9.2.	The ordinary General Meeting, at which the Company’s annual results are approved, shall be held once a year not earlier than on 1 March and no later than on 30 April each year. The Annual General Meeting is convened by the sole executive body.

Charter of OOO “The Trading House “Russian Alcohol”

It shall be held at the location of the Company unless the sole executive body decides otherwise.

9.3.	The extraordinary General Meeting is convened by the General Director at his initiative or on request by: (a) the auditor, or (b) Members having in aggregate at least one tenth of the total number of votes of the Company Members.

9.4.	The General Director shall give a notice of the General Meeting to each Member not later than 30 (thirty) days before the date of the meeting. The notice shall contain: (a) a complete list of issues on the agenda; and (b) the time and place of the meeting.

The notice of the General Meeting is sent to the Members by mail or courier service, or delivered personally against signature.

The notice of the General Meeting may also be sent by electronic means securing authenticity of transmitted and received messages and their documentary acknowledgement of the receipt.

9.5.	Should the procedure for convening the General Meeting as established by Article 9.4 be not observed, such General Meeting is deemed, nevertheless, to be quorate if all Members take part in it.

9.6.

Members attending the meeting shall register prior to the time set for opening of the General Meeting. If the registration continues at the time of the opening, the meeting is not opened until all those who were present at the time fixed for the opening of the General Meeting have registered to attend the General Meeting. The Members shall elect Chairman and Secretary of the General Meeting from among themselves by a simple majority vote. The voting at the General Meeting is held in accordance with the procedure established by Article 7.1 of this Charter.

9.7.

The General Meeting shall have a quorum for making decisions on issues tabled on the agenda if it has registered and is attended in person by the Members who hold more than fifty percent of all votes held by the Members, or through their authorized representatives. If decisions on all issues of the agenda are made by a majority vote, the quorum requires the presence of the Members having in aggregate the least required number of votes necessary for making such decisions. Members’ representatives attending the General Meeting shall produce documents confirming their authority.

9.8.

If there is no quorum by the time fixed for the opening of the General Meeting (including extended time for the registration under Article 9.6 above), such General Meeting shall be convened again within a period established by the Chairman of the General Meeting but not exceeding 10 (ten) days, subject to provisions specified in Article 9.2 hereof. A written notice specifying a new date of the meeting shall be immediately sent to the absent Members. Only issues on the initial agenda may be decided at the newly convened meeting. The Members are required to register before the opening of the newly convened meeting. The newly convened meeting shall elect Chairman and Secretary of the General Meeting under Article 9.6 of this Charter and determine if the meeting has a quorum. If there is no quorum, the General Meeting shall not be further convened again with the original agenda, but a new General Meeting may be convened in accordance with the established procedure.

9.9.

The General Meeting that has a quorum may be postponed by a period of not more than 30 (thirty) days, subject to terms specified in Article 9.2 hereof, without prejudice to any decisions that have been adopted earlier at such meeting prior to its postponement. A written notice of a new date, place and time of the postponed General Meeting shall be immediately sent to the Members in abcence. Only issues listed in the original agenda which were left undecided may be decided at the resumed General Meeting.

Charter of OOO “The Trading House “Russian Alcohol”

9.10.

The General Director shall organize taking minutes of each General Meeting, and the minutes shall be signed by the Chairman of the General Meeting. Copies of the minutes which have been certified by the General Director are sent to the Members within 10 (ten) days after issuing the minutes of the General Meeting.

9.11.

The Company is entitled, by decision of the General Meeting, to compensate the Members or their representatives for expenses associated with their participation in the General Meetings.

9.12.

A decision of the General Meeting may be passed without holding the meeting (joint attendance by the Members) but by absentee voting (by way of a poll). Such voting may be held by exchanging documents by mail, telegraph, fax, teletype, telephone, e-mail or other communication means which secure the authenticity of transmitted and received messages and their documentary acknowledgement of the receipt. Decisions to approve annual reports and annual balance sheets (Article 10.1.3 (ii) of the Charter) shall not be adopted by absentee voting. The absentee voting procedure is defined by the Company’s internal document.

ARTICLE 10.

POWERS OF GENERAL MEETING

10.1	The following issues shall fall within the authority of the General Meeting:

10.1.1

Issues requiring unanimous resolution by all Members:

(i)

reorganization and liquidation of the Company; appointment of the liquidation commission and approval of liquidation balance sheets;

(ii)

decrease of the Charter Capital;

(iii)

increase of the Charter Capital upon application(-s) by the Member(-s) making additional contribution, and (or) application(-s) by the third party (third parties) for becoming a member of the Company and making a contribution;

(iv)

approval of monetary valuation of in-kind contributions to the Charter Capital made by the Members and the third parties becoming members of the Company;

(v)

passing the resolution on allocation of the Company-owned Interests among all Members in proportion to their Interests in the Charter Capital, or on their disposal to all or some Members, or third parties;

(vi)

providing the Member(-s) with additional rights and/or charging additional duties in addition to the rights and duties stipulated by the Law (“Additional Rights and/or Duties”), and making the respective changes and amendments in the Charter;

(vii)

termination/limitation of Additional Rights and/or Duties, and making the respective changes and amendments in the Charter;

(viii)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for exercise of pre-emptive right to purchase of the Interest or a part of the Interest in the Charter Capital disposed by any of the Members not in propart to the number of the Members’ Interests;

Charter of OOO “The Trading House “Russian Alcohol”

(xi)

passing the resolution on the payment to creditors of the Member, the Interest of which in the Charter Capital is being enforced, of the real cost of such Interest in accordance with applicable laws;

(x)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which stipulate making additional contributions to the Company’s property pursuant to Article 27 of the Law;

(xi)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for allocation of profit among the Members not in proportion to the number of the Members’ Interests in the Charter Capital;

(xii)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for determination of the number of the Members’ votes not in propart to the number of the Members’ Interests in the Charter Capital;

(xiii)

determination of the Members’ responsibility for failure to make contributions to the Company;

(xiv)

other issues which require unanimity in accordance with applicable laws.

10.1.2

Issues requiring resolution by not less than two thirds of all Members’ votes:

(i)

making changes and amendments in the Charter, and also approval of the Charter in a new version (except for the Charter amendments made in accordance with article 10.1.1 above);

(ii)

increase in the Company Charter Capital through the Company’s assets or making additional contributions by the Members;

(iii)

establishment of branches and opening of representative offices of the Company, and their liquidation;

(iv)

passing the resolutions on making additional contributions to the Company’s property;

(v)

resolution on the approval of transactions in making of which there is a related-party interest (as they are defined by the Law), except for the cases when the payment amount under such transaction or the cost of property being the subject of such transaction exceeds two per cent of the cost of the Company’s property as evaluated on the basis of accounting statement data for the last reporting period;

(vi)

resolution on the approval by the Company of major transactions related to acquisition, disposal or possibility to dispose by the Company, directly or indirectly, of the property the cost of which exceeds 50 per cent of the Company’s property;

(vii)

other issues which require consent of not less than two thirds of all Members in accordance with applicable laws.

10.1.3

Issues requiring resolution by simple majority of Members’ votes:

(i)

determination of guidelines in the Company’s activity, and also passing resolution on participation in associations and other unions of commercial organizations;

Charter of OOO “The Trading House “Russian Alcohol”

(ii)

approval of annual reports and accounting balance sheets;

(iii)

passing the resolution on distribution of the Company’s net profit among the Company’s Members;

(iv)

issuance of bonds and other securities by the Company; determination of the terms of their issuance;

(v)

setting an audit, approval of the Company’s auditor and estimation of payment for his services;

(vi)

resolutions related to establishment of the Company’s funds (including a reserve fund) and contributions thereto;

(vii)

appointment and termination of the General Director’s powers, and resolution of all issues related to the terms of his employment and remuneration, and also passing the resolution on delegation of powers from the General Director to Manager, approval of such Manager and the terms of agreement with him;

(viii)

approval of the Company’s internal documents;

(ix)

giving a consent for pledging by the Member of his Interest in the Charter Capital to another Member or third party;

(x)

filing a claim in court by the Company seeking for recovery of losses inflicted to the Company by actions of the General Director, and for invalidation of major transaction;

(xi)

resolution on recovery of expenses from the Company’s funds for arranging, convening and holding of the Extraordinary General Meeting in accordance with Article 35(4) of the Law.

(xii)

Granting and raising by the Company of loans, credit facilities, and granting payment extension in respect of the amount exceeding 25,000,000 (twenty five million) roubles;

(xiii)

Granting of loans to the Company’s employees or third parties, and also a pledge, mortgage and other encumbrances held by the Company on the basis of the right of ownership or other rights, granting sureties on behalf of the Company;

(xiv)

Approval, as advised by the General Director, and termination of powers of the Deputies General Director and the Company’s Chief Accountant, resolution of all issues related to their remuneration and terms of their employment;

(xv)

Approval, as advised by the General Director, of all business-plans, cost estimates, annual balance sheets, annual accounting and financial statements of the Company;

(xvi)

Approval of investments and other expenses of the Company in the amount exceeding 25,000,000 (twenty five million) roubles;

Charter of OOO “The Trading House “Russian Alcohol”

(xvii)

Conclusion, termination or change by the Company of any employment agreement as a result of which the amount of payments to an employee shall exceed the amount established in the Company’s staffing table approved by the General Meeting;

(xviii)

Subject to the provisions of Article 10.1.2(vi) above, passing the resolutions on the approval of transaction or transactions related to acquisition, disposal or potential disposal by the Company, directly or indirectly, of the property the cost of which exceeds 25,000,000 (twenty five million) roubles per transaction within a financial year or per several interrelated transactions within a financial year with the same counterparty;

(xix)

Establishment or liquidation of subsidiary and dependent legal entities of the Company, and acquisition or sale of shares, stakes or other interests in other legal entities;

(xx)

Use of voting rights or other interests in managing the legal entities, both represented by shares, stakes in the charter (share, etc) capital of such legal entities, in ownership, use and/or disposal by the Company, and provided to the Company under any contracts and agreements;

(xxi)

Approval of transactions in making of which there is a related-party interest (as they are defined by the Law), except for the cases when the payment amount under such transaction or the cost of property being the subject of such transaction is up to two per cent of the cost of the Company’s property as evaluated on the basis of accounting statement data for the last reporting period;

(xxii)

Passing the resolution on making by the Company of a bill transaction, including concerning the issuance by the Company of bills, making direct endorsements, sureties, payments thereunder, without regard to their amount;

(xxiii)

Passing the resolution on making by the Company of any transaction with respect to acquisition, disposal, encumbrance or providing third parties with rights to the following items of intellectual property: inventions of useful model, industrial prototype, trademark, service mark, name of place of origin, brand name, know-how, innovation proposal;

(xxiv)

any other issues which may fallen within the competence of the General Meeting pursuant to applicable laws and this Charter.

ARTICLE 11.

GENERAL DIRECTOR

11.1	The General Director, as the Company’s sole executive body, shall manage day-to-day operations of the Company. The General Director is appointed by the General Meeting for a five-year period, and may be re-appointed for a new term(-s) by resolution of the General Meeting.

Charter of OOO “The Trading House “Russian Alcohol”

Powers of the General Director may, at any time, be terminated by a resolution of the General Meeting.

11.2	The General Director shall act within the limits and in accordance with this Charter, resolutions passed by the General Meeting, and applicable laws.

11.3

The General Director shall be accountable to, and under control of the General Meeting, and shall be responsible to it for the results of the Company’s activities and the performance of the functions vested on him, and shall submit regular reports and recommendations to the General Meeting, upon its request.

11.4

The General Director must act in the interests of the Company, is obliged to exercise his rights and duties with regard to the Company in good faith and on reasonable grounds, and shall not engage in activities that could affect the performance of his duties to the Company or compete with the Company’s activity.

11.5	For the time of absence of the General Director, his competence shall be transferred in full to his deputy according to the respective order of the General Director or resolution of the General Meeting.

11.6

The Company is entitled to delegate, under agreement, the powers of the General Director to Manager. If the powers of the sole executive body are delegated to the Manager, the Company may exercise civil rights and undertake civil obligations through the Manager acting pursuant to the federal laws, other regulations of the Russian Federation and the Charter.

12.

COMPETENCE OF GENERAL DIRECTOR

12.1

The General Director shall manage day-to-day operations of the Company, and represent the Company without power of attorney in relationship with any third parties within his powers as defined herein and resolutions passed by the General Meeting. Subject to these restrictions, General Director may negotiate, conclude agreements on behalf of the Company, and control their execution, and hire, promote, control and dismiss the Company’s employees, issue powers of attorney (with or without power of substitution) for performing actions on behalf of the Company, and exercise any other powers except for powers falling within the ambit of the General Meeting under this Charter and applicable laws.

12.2

The General Director shall be responsible for preparation of all business plans, cost estimates, annual balance sheets, annual accounting and financial statements, and also annual company statement, and shall submit these plans, cost estimates, balance sheets and statements for approval by the General Meeting.

12.3	Pursuant to applicable laws and to the extent not falling within the competence of the General Meeting, General Director shall exercise the following powers:

12.3.1

to maintain control over, and dispose of the Company’s property, including its monetary funds;

12.3.2

to conclude agreements on behalf of the Company and ensure their execution;

12.3.3

to pass the resolutions on entering into any transaction related to acquisition, disposal of or potential disposal of by the Company, directly or indirectly, the property the cost of which does not exceed 25,000,000 (twenty five million) roubles per transaction within a financial year or per several interrelated transactions within a financial year with the same counterparty;

Charter of OOO “The Trading House “Russian Alcohol”

12.3.4

to develop the Company’s personnel policy, submit it for approval of the General Meeting, and ensure its implementation after approval;

12.3.5

to hire and dismiss employees of the Company, conclude employment agreements;

12.3.6

to submit recommendations to the General Meeting concerning remuneration of the Company’s external auditor;

12.3.7

to approve the Company’s policy concerning the assignment of duties and the preparation of job descriptions for the Company’s employees;

12.3.8

to pass resolutions and issue orders regarding the current issues related to internal activity of the Company;

12.3.9

to open, control transactions and to close banking accounts on behalf of the Company in accordance with applicable laws;

12.3.10

to prepare necessary materials and proposals for consideration by the General Meeting, and to ensure implementation of resolutions of the General Meeting;

12.3.11

to represent the Company in relations with governmental bodies and agencies;

12.3.12

to ensure the compliance with applicable laws by the Company;

12.3.13

to appoint the deputies General Director and chief accountant, subject to their preliminary approval by the General Meeting, and to distribute duties between them;

12.3.14

to approve instructive materials and regulations on the Company’s structure and subdivisions (except for branches and representative offices);

12.3.15

to approve the Company’s staffing table;

12.3.16

to approve regulations regarding the form and system of payment for labour, internal regulations and other documents governing the Company’s day-to-day operations;

12.3.17

to approve the rules for record management, statements and control over the performance discipline;

12.3.18

to pass resolutions on all other issues concerning the Company’s day-to-day operations which are necessary for achieving its goals and do not fall within the competence of the General Meeting.

ARTICLE 13.

FINANCIAL STATEMENT AND ACCOUNTING

13.1	The Company’s financial year is a calendar year (from January 1 till December 31)

Charter of OOO “The Trading House “Russian Alcohol”

13.2

Financial documentation, statistical, accounting and periodic financial statements of the Company are drawn up and, as required, submitted to the competent governmental bodies and to the General Meeting in accordance with the Charter and the accounting rules established by applicable laws. In addition, if required by the General Meeting, periodic financial statements shall be drawn up pursuant to generally accepted international accounting principles and accounting practice.

13.3	The Company may engage an external auditor for conducting annual audit of accounting balance sheets and financial statements of the Company and for the other purposes which may be determined by the General Meeting or be required pursuant to applicable laws.

ARTICLE 14.

PROCEDURE FOR ALLOCATION OF PROFIT AMONG MEMBERS OF COMPANY

14.1	Under resolution of the General Meeting, the Company’s net profit remaining after payment of all taxes, may be paid to the Members, wholly or partly, on a yearly, half-yearly or quarterly basis according to their Interests in the Company.

14.2	Profit may be allocated in cash and cash equivalents, in the form of securities or commodities, and may be paid by the Company or its authorized agent.

14.3	The amount of profit being allocated in such a manner does not include appropriate withholding taxes. The Company or its authorized agent deducts all withholding taxes within the limits, as provided for by applicable laws, before payment of profit to each Member.

ARTICLE 15.

RESERVE FUND

15.1	The Company may create a reserve or other funds in the form and in the amount provided for by the respective resolution of the General Meeting.

ARTICLE 16.

ASSIGNMENT OF SHARE IN COMPANY

16.1

Each Member is entitled to sell, or otherwise dispose of its Interest or a part of the Interest in the Company’s Charter Capital in favour of another Member (or Members) on the terms agreed between such Members. Whereby, consent of other Members of the Company is required for making such transaction.

16.2	Disposal of the Interest or a part of the Interest by any Member of the Company in favour of third parties by any means except for sale is permitted only with the consent of all other Members of the Company.

Whereby, such consent is deemed to be obtained provided that all Members of the Company, within thirty days since the receipt by the Company of the respective application or offer, have submitted written statements concerning the consent for disposal of the Interest or a part of the Interest, or within the specified term, have not submitted written statements concerning the failure to give consent for disposal of the Interest or a part of the Interest.

Charter of OOO “The Trading House “Russian Alcohol”

16.3	The Company’s Members shall have a pre-emptive right to purchase the Interest or a part of the Interest of the Company’s Member at the price offered to a third party;

The Company’s Members are entitled to use a pre-emptive right to purchase part or the whole of an Interest in the Company’s Charter Capital proposed for sale. Whereby, the remaining Interest or a part of the Interest may be sold to third party after a partial disposal of the said right by the Members at the price and on the terms which were disclosed to the Company and its Members.

The Company’s Members may be offered the possibility to acquire the Interest or a part of the Interest not in propart to the number of their Interests.

16.4	Sale or disposal of the Interest or a part of the Interest in the Company’s Charter Capital to third parties is permitted subject to compliance with the requirements provided for the Charter and applicable laws of the Russian Federation.

16.5

When selling the Interest or a part of the Interest in violation of pre-emptive rights, any Member or Members of the Company is entitled, within three months from the time when the Company’s Member or Members knew or should have known of such violation, to seek for transfer of purchaser’s rights and duties to them by judicial means.

16.6	It is not permitted to surrender the said pre-emptive rights concerning the purchase of the Interest or a part of the Interest in the Company’s Charter Capital.

16.7

The Company’s Member intending to sell its Interest or a part of the Interest to third party must notify the remaining Members of the Company in writing, and the Company itself, by sending the offer, through the Company for its account, addressed to these parties with specification of the price and information about third party intending to purchase the Interest of the respective Member, and other terms of sale. The offer concerning the sale of the Interest or a part of the Interest is deemed to be received by all Members of the Company at the time of its receipt by the Company. The offer is deemed to be unreceived, if within a term not later than the date of its receipt by the Company, the Member of the Company did not receive the notice of its withdrawal.

Withdrawal of the offer for the sale of the Interest or a part of the Interest after its receipt is permitted with the consent of all Members of the Company only.

16.8	The Company’s Members and the Company are entitled to use a pre-emptive right to purchase the Interest or a part of the Interest within thirty days (or a longer period) from the date of the receipt of offer by the Company.

16.9

If within 30 (thirty) days from the date of the receipt of offer by the Company, the Company’s Members and the Company do not use a pre-emptive right to purchase the Interest or a part of the Interest offered for sale, including those which arise as a result of the use of pre-emptive right to purchase the whole Interest or not whole part of the Interest, or the waiver of particular Members of the Company and the Company of pre-emptive right to purchase the Interest or a part of the Interest, the remaining Interests may be sold to a third party at the price which is not less than that one fixed in the offer for the Company’s Members and the Company, and on the terms which were disclosed to the Company and its Members.

16.10

A pre-emptive right to purchase the Interest or a part of the Interest in the Company’s Charter Capital possessed by the Member and the Company is terminated on the day of:

•

submission of written application for waiver of this pre-emptive right in accordance with the procedure specified in this clause;

•

expiry of the period of use of this pre-emptive right.

Applications from the Company’s Members for waiver of pre-emptive right to purchase the Interest or a part of the Interest must be received by the Company before the expiry of exercise of this pre-emptive right as stipulated in accordance with Article 16.8 hereof.

Charter of OOO “The Trading House “Russian Alcohol”

16.11

The Company does not have a pre-emptive right, in relation of third parties, to purchase the whole or part of an Interest acquired by other Members.

16.12

The Interest of the Company’s Member may be disposed only to the extent that has been paid.

16.13

Transfer of the Interest in the Company’s Charter Capital in favour of citizens’ successors and legal entities’ assignees being the Company’s Members, and transfer of the Interest owned by a liquidated legal entity, its Members having proprietary rights to its property or rights of obligation with regard to this legal entity, are permitted with the consent of the remaining Members of the Company only.

16.14

Transaction aimed at the disposal of the Interest or a part of the Interest is subject to compulsory notarial certification except for the cases specified in Articles 23, 24, clause 2 of Article 26 of the Federal law “On Limited Liability Companies”.

16.15

The acquirer of the Interest or a part of the Interest receives all rights and duties of the Company’s Member which were arose before the assignment of the said Interest or a part of the Interest except for rights and duties stipulated by p.2, clause 2, Article 8 and p.2, clause 2, Article 9 of the Federal law “On Limited Liability Companies”.

16.16

The Company is not entitled to acquire the Interests or parts of the Interests in its Charter Capital except for the cases as stipulated by the law.

16.17

In the case of refusal by the Members to give consent for disposal (except for sale) of the Interest or a part of the Interest, the Company, after the receipt of written request from the Member intending to dispose the Interest or a part of the Interest, is obliged to acquire the respective Interest. Such acquisition is deemed to have taken place on the date of the receipt by the Company of the respective request. In return, the Company is obliged to pay the Member the real cost of its Interest determined according to the Company’s accounting statement for the last reporting period preceding the date of request, or subject to a written consent of the Member to provide the Member with property in kind, the market value of which corresponds to the cost of his Interest. The real cost of the Interest is equal to such part of the cost of the Company’s net assets which corresponds to the Interest in the Charter Capital in per cent. Payment of monetary funds or assignment of property is made within 3 (three) months since the assignment of the Interest to the Company.

ARTICLE 17.

WITHDRAWAL OF MEMBER FROM COMPANY

17.1	The Member has a right to withdraw from the Company by means of disposing of the Interest to the Company at any time, without consent of other Members.

Withdrawal of the Company’s Members from the Company, as a result of which no Member remains in the Company, and also withdrawal of the sole Company’s Member from the Company are not permitted.

Charter of OOO “The Trading House “Russian Alcohol”

17.2

In order to withdraw from the Company, the Member submits a written application to the Company’s General Director who must immediately notify all remaining Members of the Company of it. The Interest or a part of the Interest of the withdrawing Member is transferred to the Company since the time of submission of the above-mentioned application. In this case, the Company is obliged to pay the Member the real cost of his Interest in the Company’s Charter Capital in money terms or, upon the consent of such Member, gives him the property at the same cost in kind. If the Member has not paid its contribution to the Charter Capital in full, the real cost of a part of his Interest in propart to the paid part of the Interest shall be paid to him.

17.3

For the purposes of Article 17.2 hereof, the real cost of the Member’s Interest is calculated on the basis of the Company’s accounting statement data for the last reporting period preceding the date of submission of application for withdrawal from the Company, as specified in Article 17.2 hereof. The real cost is paid for the account of difference between the cost of the Company’s net assets and the size of the Charter Capital. If such difference is insufficient for payment to the Member who submitted the application for withdrawal from the Company, the latter must decrease its Charter Capital in accordance with the procedure specified by this Charter and applicable laws. The real cost should be paid to the Member within 3 (three) months since the date of occurrence of the respective obligation.

17.4

In the case if the Member uses his right to withdraw from the Company, as specified in this Article 17 hereof, the Member has a right to convert the real cost of his Interest into foreign currency at his option, and to repatriate it to the banking account abroad, acting in accordance with the Russian laws on currency regulation and control at all times.

17.5	The Member withdrawing from the Company is not discharged from his obligations as for making contribution to the Company’s property in the case when such circumstances occurred before the submission of application, as stipulated by Article 17.2 hereof.

ARTICLE 18.

REORGANIZATION AND LIQUIDATION OF COMPANY

18.1	In case of reorganization of the Company, the General Meeting shall approve deed of assignment and separation balance sheet, and afterwards, to notify the Company’s creditors of its reorganization.

18.2	Reorganization of the Company may be performed in the form of merger, consolidation, split-off, spin-off and/or reorganization in any form provided for by applicable laws.

18.3	The Company may be liquidated in case of adoption of resolution by the General Meeting being passed unanimously by all Members (voluntary liquidation), or as a result of delivery of final decision by competent court (liquidation upon court decision).

18.4	The General Meeting must immediately send a written notice about the resolution passed by it to liquidate the Company or a copy of court decision concerning liquidation of the Company to governmental body or bodies performing a state registration of legal entities (“the Authorized Body”).

18.5	Liquidation of the Company entails its termination without transfer of rights and duties to other persons according to the procedure of succession.

18.6	Resolution of the General Meeting regarding a voluntary liquidation of the Company and appointment of the liquidation commission is passed at the suggestion of the General Director or the Member.

Charter of OOO “The Trading House “Russian Alcohol”

18.7	When liquidating the Company, the General Meeting appoints, upon the consent with the Authorized Body, the liquidation commission.

18.8	The liquidation commission, since the time of its appointment, receives all powers for the Company management. The liquidation commission, on behalf of the Company, appears before the court.

18.9	The liquidation commission posts the publication on the Company’s liquidation and on the procedure and the terms for filing claims by its creditors in the printed media. This timframe may not be less than two months since the time of publication.

18.10

The liquidation commission takes steps in order to determine creditors and obtain accounts receivable, and also notifies creditors of the Company’s liquidation in writing.

18.11

Upon completion of the term for filing claims of creditors, the liquidation commission draws up the interim balance sheet containing the data on the composition of the Company’s property, the list of filed claims and the results of their consideration. Interim balance sheet is approved by the General meeting and agreed with the Authorized Body.

18.12

If the monetary funds available by the Company are not sufficient to satisfy creditors’ claims, the liquidation commission sells the Company’s property by public sale according to the procedure established for enforcement of court decisions.

18.13

Payment of monetary amounts to creditors is made by the liquidation commission in the order of priority as established by the Civil Code of the Russian Federation.

18.14

Upon completion of settlements with creditors, the liquidation commission draws up the liquidation balance sheet approved by the General Members Meeting and agreed with the Authorized Body.

18.15

The Company’s property remaining after settlement of creditors’ claims is transferred to its Members in propart to their Interests in the Company’s Charter Capital.

18.16

The Company’s liquidation is deemed to be completed, and the Company – as have been liquidated after making an entry into the Uniform State Register of Legal Entities.

18.17

Upon the Company’s liquidation, the documents being subject to maintenance for an indefinite term, shall be kept in the archives as determined by appropriate registration bodies. The documents not related to the Company’s employees (for example, resolutions concerning appointment to a post, personal files, etc.) shall be kept in the archive of that administrative district on the territory of which the Company is located. Transfer and sorting of documents is performed for the Company’s account in accordance with requirements of state archive bodies.

ARTICLE 19.

MAINTENANCE OF COMPANY’S DOCUMENTS AND DISCLOSURE

19.1

Charter of OOO “The Trading House “Russian Alcohol”

General Director; (iv) regulations on the Company’s branches and representative offices; (v) the documents related to the issue of bonds and other issuing securities; (vi) annual financial statements; (vii) accounting documents; (viii) consolidated funds statements submitted to the respective bodies; (ix) minutes of the General Meetings, orders of the General Director and other documents signed by him; (x) the list of the Company’s affiliates with specification of the Interest in the Company (if any) owned by each such affiliate; (xi) report of the Company’s external auditor and state and municipal financial control bodies; (xii) the documents related to the Company’s staff, and (xiii) other documents, the maintenance of which is provided for by applicable laws.

19.2	The Members have right to obtain information on the Company within reasonable time and in the manner established by Article 7.2 hereof.

19.3	In the cases when it is required by applicable laws, and to the extent that it is stipulated by it, the Company shall publish reports about its activity, accounting balance sheets and other information.

Bound, numbered and sealed 21 (twenty one) sheets.

The General Director

OOO “The Trading House “Russian Alcohol”

[signature]

Yablokov Yevgeny Vladimirovich

Stamp here

[seal: [illegible]

Inter-District Federal Tax Agency’s Inspectorate No. [illegible]

for the city of Moscow

TRUE COPY

Name of registration body

The entry has been made into the Uniform State Register of Legal Entities

on 27 JAN 2010

OGRN 1047796690611

GRN 6107746048778

Date of registration [illegible]

Original document is maintained at the registration body

ZHUGANINA M.N.

[signature]

[seal: Coat-of-Arms of Russia *

FEDERAL TAX AGENCY OF RUSSIA *

FEDERAL TAX SERVICE

ADMINISTRATION FOR THE

MOSCOW REGION * [illegible]

[seal: Coat-of-Arms of Russia *

FEDERAL TAX AGENCY OF RUSSIA *

FEDERAL TAX SERVICE

ADMINISTRATION FOR THE

MOSCOW REGION * [illegible]

[stamp: INTER-DISCTRICT FEDERAL

TAX AGENCY INSPECTORATE

27 JAN 2010

[illegible]

[stamp: bound, numbered and sealed 22 sheets.

EX-99.T3A.13 14 d483104dex99t3a13.htm ARTICLES OF ASSOCIATION Articles of Association

Exhibit T3A.13

APPROVED BY

Minutes No. 1

of the Founding Meeting

of 25 April 2005

Articles of Association of

CLOSED JOINT STOCK COMPANY

Mid-Russian Distilleries

Moscow - 2005

1. GENERAL PROVISIONS.

1.1. Joint Stock Company Mid-Russian Distilleries hereinafter referred to as “the Company” is a Closed Joint Stock Company. The Company has been established for an unlimited period of time and shall carry on its business on the basis of these Articles of Association, the Civil Code of the Russian Federation, FEDERAL LAW OF THE RUSSIAN FEDERATION “ON JOINT STOCK COMPANIES” of 26/12/1995 No. 208-FZ (hereinafter – “the Law”),

1.2. The Company shall acquire the status of a legal entity upon state registration in the manner as prescribed by the current laws.

1.3. The company shall hold title to separate property recorded in its books of account, may on its own behalf acquire and exercise property and personal non-property rights, incur obligations, act as claimant or respondent in court or arbitration court.

1.4. The Company shall have civil rights and incur liabilities required to perform any types of activities not prohibited by the federal laws. Until 50% of the Company’s shares distributed among its founders are paid up, the Company shall not be entitled to make any transactions not associated with the founding thereof.

1.5. The Company shall be liable for its obligations with all of its property.

1.6. The Company shall not be liable for the obligations of its shareholders.

1.7. The shareholders shall not be liable for the obligations of the Company and shall bear the risk of loss associated with its activities within the limits of the value of the shares held by them.

1.8. The shareholders who did not pay up their shares in full shall be jointly and severally liable for the Company’s obligations within the limits of the unpaid value of the shares held by them.

1.9. The State and its agencies shall not be liable for the Company’s obligations, and neither shall the Company be liable for the obligations of the State and its agencies.

1.10. The Company shall have an operating account and shall be entitled to duly open currency and other bank accounts both in the Russian Federation and abroad.

1.11. The Company shall have a round seal bearing its full corporate name in Russian and specifying its location.

1.12. The Company may have stamps, letterheads bearing its corporate name, its own emblem, and a duly registered trade mark and other visual identities.

1.13. The Company may establish business Companies with legal entity rights, business Companies with foreign investments, branches and representative offices, enter into unions and associations both in the Russian Federation and abroad.

1.14. The branches and representative offices established by the Company shall not be legal entities.

1.15. The establishment and activities of the Company’s branches and representative offices shall be regulated by the current laws.

1.16. The Company shall be entitled to place bonds and other issuable securities provided for by the securities acts of the Russian Federation, in accordance with the current laws.

2. SHAREHOLDERS OF THE COMPANY.

2.1. Both citizens and (or) legal entities may be shareholders of the Company. The number of the Company’s shareholders shall not exceed fifty.

3. NAME AND LOCATION OF THE COMPANY.

3.1. The full corporate name of the Company in Russian shall be: LOGO

LOGO

The short corporate name of the Company in Russian shall be: LOGO

The corporate name of the Company in English shall be: Closed Joint Stock Company Mid-Russian Distilleries.

3.2. The Company shall be located at: 125009 Russia, Moscow, 5 Degtyarny lane, bldg. 2.

4. PURPOSE AND SCOPE OF ACTIVITIES.

4.1. The main purpose of the Company shall be profit-generating business activities carried on in the manner and on the terms prescribed by the laws of the Russian Federation.

4.2. The Company’s activities shall be as follows:

•

production, storage and supply of the produced ethyl alcohol, including denatured alcohol;

•

production, storage and supply of alcoholic and alcohol-containing food products;

•

procurement, storage and export of ethyl alcohol and alcoholic products;

•

storage of ethyl alcohol, alcoholic and alcohol-containing food products;

•

procurement, storage and supply of alcoholic and alcohol-containing food products;

•

export of alcoholic products;

•

import, storage and supply of ethyl alcohol, alcoholic and alcohol-containing food products;

•

production, bottling, procurement, storage and wholesale of alcoholic and alcohol-containing food products;

•

right to procure (import), store and wholesale drinking alcohol, vodka, liquors, champagne wines, cognacs (brandies), Calvados, grape, fruit, sparkling, effervescent, natural, special wines and wine materials, low-alcohol drinks and other food products containing more than 1.5 percent of ethyl alcohol;

•

production of distilled alcoholic beverages;

•

production of ethyl alcohol from fermented materials;

•

production of grape wine;

•

production of cider and other fruit wines;

•

production of other non-distilled beverages from fermented materials;

•

production of beer;

•

production of malt;

•

production of mineral waters and other non-alcoholic beverages;

•

production of mineral waters;

•

production of non-alcoholic beverages, except mineral waters;

•

agent’s activities related to wholesale of live animals, agricultural raw materials, textile raw materials and semi-finished goods;

•

agent’s activities related to wholesale of timber and building materials;

•

agent’s activities related to wholesale of food products, including alcoholic and non-alcoholic beverages and tobacco products;

•

agent’s activities related to wholesale of a variety of goods;

•

wholesale of alcoholic and other beverages, including beer;

•

wholesale of non-alcoholic beverages;

•

wholesale of coffee, tea, cocoa, spices;

•

wholesale of non-food consumer goods;

•

wholesale of timber, construction materials and sanitary equipment;

•

wholesale of other intermediate products;

•

wholesale of other machinery and equipment;

•

retail sale of alcoholic and other beverages, including beer;

•

retail sale of non-alcoholic beverages;

•

activities in the field of law;

•

activities in the field of accounting and audit;

•

market researches and public opinion polling;

•

business and management consultancy;

•

management of financial and industrial groups and holding companies;

•

advertising;

•

provision of secretarial, editorial and translation services;

•

other services not prohibited by the law.

A special permit (license) shall be duly obtained for the types of activities subject to licensing.

4.3. The Company’s activities shall not be limited to the above listed types. The Company may carry out any types of activities not prohibited by the current laws and these Articles of Association. The Company shall carry out any types of foreign economic activity not contradicting the current laws.

4.4 The Company may engage in separate types of activities listed in the federal laws only subject to a special permit (license).

4.5. If the conditions of the special permit (license) for a specific type of activity require that such activity be exclusive, the Company shall not be entitled to carry out any other activities except those listed in the special permit (license) and those associated therewith within the term of such special permit (license).

5. AUTHORISED CAPITAL AND SHARES OF THE COMPANY.

5.1. The Company’s authorised capital shall be comprised of the par value of the Company’s shares held by the Company’s shareholders and shall amount to 111,000,000 (one hundred and eleven million) roubles.

The Company’s authorised capital shall be divided into 11,100 (eleven thousand and one hundred) ordinary registered shares with a par value of 10,000 (ten thousand) roubles each.

Upon the incorporation of the Company, all of its shares shall be distributed among its founders.

5.2. Paying up of the Company’s shares distributed among the founders of the Company upon its incorporation shall be made with money in roubles.

5.3. No less than 50 per cent of the Company’s shares distributed upon incorporation shall be paid up within three months from the state registration of the Company. All of the Company’s shares shall be paid up within one year from the state registration of the Company.

5.4. In case the shares are not paid up in full within the time set forth in para. 5.3 above, the title to the shares with the offering price equal to the unpaid amount (value of the property not transferred in payment for the shares) shall pass to the Company, which will be duly recorded in the shareholder register.

5.5. The procedure for the placement and paying up of additional shares of the Company shall be determined in accordance with the current laws.

5.6. A share held by a founder of the Company shall grant such founder the right to vote on all issues until it is paid up in full.

5.7. The Company shall be entitled to increase or reduce the amount of its authorised capital in the manner prescribed by the law.

5.8. The Company’s authorised capital may be increased by way of increasing the par value of the shares or placing additional shares. In both cases the decision to increase the Company’s authorised capital shall fall within the competence of the General Meeting of Shareholders.

5.9. The Company’s authorised capital may be decreased by way of decreasing the par value of the shares or reducing the total number of the shares. The Company may not reduce its authorised capital if the resulting authorised capital falls short of the minimum authorised capital prescribed by the Law.

5.10. The decision to decrease the Company’s authorised capital and introduce the respective amendments to the Articles of Association shall fall within the competence of the General Meeting of Shareholders. The Company’s authorised capital may only be decreased upon due notice to all of the Company’s creditors.

5.11. The Company may resolve to pay dividends on the placed shares of the Company from the Company’s net profits in accordance with the current laws.

6. RIGHTS AND OBLIGATIONS OF THE COMPANY’S SHAREHOLDERS.

6.1. Any shareholder being the owner of the Company’s ordinary shares shall be entitled to:

•

take part in the management of the Company’s affairs in accordance with the Law and the Company’s Articles of Association, which includes participating personally or through a representative in the General Meeting of Shareholders with a right to vote on all issues falling within the competence thereof;

•

receive from the Company all the required information on all issues included in the General Meeting’s agenda;

•

obtain copies of minutes of the General Meetings and extracts from the shareholder register;

•

elect and be elected to the Company’s bodies;

•

receive dividends, and in the event of the Company’s liquidation – a part of its property that remains after the completion of settlements with the creditors (liquidation share in proportion to the number of shares held by the shareholder);

•

receive information on the Company’s affairs and study its documents in the manner established by these Articles of Association and the Company’s internal documentation;

•

without consent of the other shareholders of the Company, dispose of the shares held by it. In such case, the other shareholders of the Company shall have a pre-emptive right to acquire such shares at the price of the offer to the respective third party.

6.2. The Company’s shareholder intending to sell the Company’s shares held by it to a third party shall notify the other shareholders and the Company of the same in writing having stated the price and the other terms of sale of the shares. All the Company’s shareholders who have expressed their wish to exercise their pre-emptive right to buy the shares shall purchase such shares at the offer price in proportion to the number of shares held by them in the Company’s authorised capital. The period of exercise of the pre-emptive right shall be 30 (thirty) days from the notice by the shareholder intending to sell its shares to a third party to the other shareholders of the Company.

6.3. A shareholder shall:

•

pay up the shares held by it in such manner, amount and time as provided by the current laws, the Company’s Articles of Association and the resolution of the General Meeting of Shareholders.

•

abide by the requirements of the Company’s Articles of Association and the decisions of the Company’s management bodies;

•

not disclose confidential information concerning the Company’s affairs;

•

bear the risk of loss associated with the Company’s activities within the limits of the value of the shares held by it.

7. SHAREHOLDER REGISTER.

7.1. The Company shall be the holder of a register of its shareholders, shall independently maintain and keep such register in accordance with the current regulations of the Russian Federation governing the maintenance of the register of holders of registered securities.

7.2. The person registered in the Company’s shareholder register shall in due time notify the Company in writing of any changes in its personal data. In the event of failure to so provide the information about the changes in the personal data, the Company shall not be liable for the resulting losses.

8. GENERAL MEETING OF SHAREHOLDERS.

8.1. The supreme management body of the Company shall be the General Meeting of Shareholders. The Company shall convene the General Meeting of Shareholders on an annual basis no less than two and no more than six months after the end of the financial year. The General Meeting of Shareholders shall decide on the matters of election of the Board of Directors of the Company and the Auditor of the Company, approval of the Auditor of the Company, the matters listed in para. 8.2.12., as well as other matters falling within the competence of the General Meeting of Shareholders.

8.2. The following matters shall fall within the competence of the General Meeting of Shareholders:

8.2.1. Introduction of amendments to the Company’s Articles of Association or approval of new versions of the Company’s Articles of Association;

8.2.2. Reorganisation of the Company;

8.2.3. Liquidation of the Company, appointment of liquidation committee and approval of the interim and the final liquidation balance sheets;

8.2.4. Determination of the quantitative composition of the Board of Directors of the Company, election of its members and early termination of their powers;

8.2.5. Determination of the number, par value and category (type) of the authorised shares, and the rights granted thereby;

8.2.6. Increasing the Company’s authorised capital by increasing the par value of the shares or placing additional shares;

8.2.7. Decreasing the Company’s authorised capital by decreasing the par value of the shares, acquiring a part of the shares for the purpose of reduction of their overall number, as well as by way of redemption of the shares acquired or repurchased by the Company;

8.2.8. Election of Director General of the Company, early termination of its powers;

8.2.9. Election of the Auditor of the Company and early termination of its powers, determination of the amount of the Auditor’s fee;

8.2.10. Approval of the Auditor of the Company;

8.2.11. Payment (announcement) of dividends following the results of the first quarter, six months, nine months, and financial year;

8.2.12. Approval of the Company’s annual reports, annual financial statements, including profit and loss statements (profit and loss accounts), as well as distribution of the Company’s profit, including payment (announcement) of dividends, and loss following the financial year’s results;

8.2.13. Determination of the procedure of the General Meeting of Shareholders;

8.2.14. Election of members of the vote counting committee and early termination of their powers;

8.2.15. Splitting and consolidation of shares;

8.2.16. Deciding on the approval of related party transactions prior to the conclusion of such transactions in the cases stipulated by the current laws;

8.2.17. Deciding on the approval of major transactions in the cases stipulated by the current laws;

8.2.18. Acquisition by the Company of the placed shares in the cases stipulated by the Law;

8.2.19. Adoption of decisions on the participation in holding companies, financial and industrial groups, associations and other business company alliances;

8.2.20. Approval of internal documents regulating the activities of the Company’s bodies;

8.2.21. Placement of bonds and other issuable securities in the cases stipulated by the current laws;

8.2.22. Acquisition of the bonds and other securities placed by the Company in the cases stipulated by the current laws;

8.2.23. Resolving other matters contemplated by the Law.

8.3. The matters falling within the competence of the General Meeting of Shareholders may not be delegated to Director General. The matters falling within the competence of the General Meeting of Shareholders may not be delegated to the Board of Directors of the Company, except for the matters stipulated by the Law.

8.4. The decisions on the matters specified in para. 8.2.1. through 8.2.3, 8.2.5. and 8.2.18 hereof shall be adopted by the General Meeting of Shareholders by a majority of three-fourths of the votes of the voting shareholders attending the General Meeting. The decision on the matters specified in para. 8.2.16 hereof shall be adopted by the General Meeting of Shareholders by a majority of votes of all voting shareholders not interested in the transaction. For all other matters the decisions shall be adopted by a simple majority of the votes of the shareholders attending the meeting, unless otherwise provided by the Law.

8.5. The General Meeting of Shareholders may not consider and decide on the matters not referred to its competence by the Law.

8.6. In the case when all the voting shares of the Company are held by one shareholder, the decisions on the matters falling within the competence of the General Meeting of Shareholders shall be solely adopted by such shareholder in writing. In such case the provisions of the Articles of Association concerning the procedure and terms of preparation, convening and holding of the General Meeting of Shareholders shall not apply, except for the provisions relating to the date of the annual General Meeting of Shareholders. The provisions concerning the procedure for the approval of major transactions shall not apply if the Company consists of one shareholder being its Director General.

9. PROCEDURE FOR PREPARING AND CONDUCTING THE GENERAL MEETING OF SHAREHOLDERS

9.1. Matters of preparing and conducting the general meeting of shareholders of the Company shall be in the competence of the Company’s Board of Directors, which shall determine the following:

•

a date, venue and time of holding the shareholders’ general meeting;

•

an agenda of the shareholders’ general meeting;

•

a date of making the list of persons authorized to participate in the shareholders’ general meeting;

•

a procedure for notifying shareholders on conduction of the shareholders’ general meeting;

•

a procedure for reviewing the information to be presented to shareholders in preparing to holding the shareholders’ general meeting;

9.2. The notification about conduction of the shareholders’ general meeting shall be made not later than 20 days prior to the date of its conduction. The notification about conduction of the shareholders’ general meeting, which agenda includes the following questions:

•

reorganization of the Company – shall be made not later than 30 days prior to the meeting;

•

election of members of the Board of Directors to be elected by cumulative voting – not later than 50 days prior to the date of holding the meeting.

9.3. Suggestions on the agenda of the shareholders’ general meeting may be made by shareholders collectively holding at least two percent of voting shares in the Company.

9.4. The general meeting of shareholders shall not have the right to adopt any decisions on issues not included in the agenda of the meeting, neither shall it have the right to change the agenda.

9.5. Extraordinary general meeting shall be summoned by the Company’s Board of Directors based on:

•

a request from the Company’s examiner;

•

a request from the Company’s auditor;

•

a request from a shareholder (shareholders) holding at least 10 percent of voting shares as at the date of request;

•

in other cases as established in applicable laws.

9.6. The Company’s Board of Directors shall summon an extraordinary general meeting of shareholders at a request from the examiner or auditor of the Company and a shareholder (shareholders) holding at least 10 percent of voting shares in the Company not later than within 40 days from the date of submission of the request for calling the shareholders’ general meeting or not later than within 70 days if the agenda does not contain any issue of electing members of the Board of Directors through cumulative voting.

9.7. A decision on summoning an extraordinary general meeting of shareholders or on rejection of summoning it shall be adopted by the Company’s Board of Directors within 5 days from the date of submission of the request by the Company’s examiner, auditor and a shareholder (shareholders) holding at least 10 percent of voting shares in the Company.

9.8. In case within the period above the Company’s Board of Directors fails to adopt any decision on summoning the shareholders’ general meeting or adopted a decision on rejection of summoning it, the extraordinary meeting may be called by the bodies or persons requesting its convocation.

9.9. The general meeting of shareholders is legally qualified (has the quorum) if shareholders (their representatives) collectively holding over a half of votes of placed voting shares of the Company are registered to participate in the shareholders’ general meeting.

9.10. If there is no quorum to hold the shareholders’ general meeting, a date of holding a repeated general meeting of shareholders shall be announced. In the event of holding the repeated general meeting of shareholders the agenda shall not be changed.

9.11. The repeated general meeting of shareholders shall be legally qualified if shareholders (their representatives) collectively holding at least 30 percent of votes of placed voting shares of the Company are registered to participate in the shareholders’ repeated general meeting.

9.12. A notification on holding the repeated general meeting of shareholders shall be made not later than 20 days prior to its date.

9.13. Votes shall be cast at the general meeting of shareholders on the basis “one voting share in the Company is one vote”, unless the law provides otherwise.

9.14. The minutes of the general meeting of shareholders shall be made in a set of two at least within 15 days after closure of the shareholders’ general meeting. The minutes of the general meeting of shareholders shall contain

•

the venue, date and time of the shareholders’ general meeting;

•

the total number of votes held by the shareholders owners of voting shares in the Company;

•

the total number of votes held by the shareholders participating in the meeting;

•

chairman and secretary of the meeting, the agenda of the meeting.

The minutes of the general meeting of shareholders of the Company shall contain fundamental provisions of speeches, issues put for voting and voting results, decisions adopted by the meeting.

10. THE COMPANY’S BOARD OF DIRECTORS

10.1. The quantitative composition of the Company’s Board of Directors shall be determined by the Company’s general meeting of shareholders.

10.2. Members of the Company’s Board of Directors shall be elected at the annual general meeting of shareholders of the Company for the period to the next annual general meeting of shareholders of the Company and may be re-elected for an indefinite number of times. The general meeting of shareholders of the Company shall have the right to terminate powers of members of the Company’s Board of Directors before the term, with or without giving the reasons.

10.3. The Board of Directors shall elect the Chairman of the Board of Directors from its members based on a simple majority of votes of the total number of members of the Company’s Board of Directors. The Chairman may be re-elected for an indefinite number of times. The Chairman of the Board of Directors shall organize operations of the general meeting of shareholders of the Company, calls meetings of the Company’s Board of Directors, arranges preparation of all required documents and supervise day-to-day operations of the Company’s Board of Directors as per these Articles of Association and applicable laws.

10.4. Members of the Company’s Board of Directors shall have the right at any time to examine any records, accounts or documents of the Company and receive from the Company’s Board of Directors, the Company’s General Director or any other officer or employee of the Company any requested information on the Company’s activity.

10.5. Aside from compensation for travel and other expenses connected with performing duties of member of the Company’s Board of Directors (all expenses shall be supported with documents for the purpose of accounting), members of the Company’s Board of Directors shall not be entitled to any salary or remuneration for discharging duties of member of the Company’s Board of Directors, unless the shareholders’ general meeting provides otherwise.

10.6. Meeting of the Company’s Board of Directors shall be held at any place in the Russian Federation or abroad, as determined by the Company’s Board of Directors or its Chairman.

In the event of impossibility to participate in a meeting in person, any member of the Company’s Board of Directors may participate and vote at the meeting (a) by correspondence, having sent to the Chairman of the Board of Directors his written opinion on items in the agenda of the respective meeting of the Company’s Board of directors not later than on the date of such meeting; (b) by telephone, and the Chairman of the Board of Directors, having received the respective request, shall take all measures required to arrange this telephone communication. Further, any decision or act of the Company’s Board of Directors may be legally adopted through approvals in writing, without holding any meeting.

10.7. The time, date, venue and the agenda of next meetings of the Company’s Board of Directors shall be determined by the Company’s Board of Directors at the previous regular meeting. The time, date, venue and the agenda of any regular meeting may be changed by the Chairman of the Board of Directors provided all members of the Company’s Board of Directors are notified thereof by telex or telefax, confirmed by registered mail, at least 2 (two) days prior to the appointed date of the meeting.

10.8. Extraordinary meeting of the Company’s Board of Directors may be called by the Chairman at his discretion or following a request by any member of the Company’s Board of Directors, an examiner of the Company, an auditor of the Company of the Company’s General Director to discuss one or several particular issues. A notification on summoning such meeting shall be sent to the members of the Company’s Board of Directors in the procedure in Article 10.7 herein, and shall contain the agenda listing issues raised to discuss at the meeting.

10.9. The quorum the meetings of the Company’s Board of Directors shall be at least a half of the number of elected members of the Company’s Board of Directors (at that, in determining the presence of quorum, votes of the members of the Company’s Board of Directors who participate in the meeting by phone and/or who sent their written opinion on the issues in the agenda of the respective meeting of the Company’s Board of Directors shall be taken into account as described in para. 10.6 herein). If the number of members of the Company’s Board of Directors owing to dismissal or death of one or several its members becomes lower than the quorum, the remaining members shall immediately summon an extraordinary general meeting of shareholders to elect a new composition of the Company’s Board of Directors.

10.10. Decisions of the Company’s Board of Directors shall be taken by a majority of votes of members of the Company’s Board of Directors participating in the meeting, unless these Articles of Association or applicable laws provide otherwise. No member of the Company’s Board of Directors shall have the right to transfer his/her vote to any other person, including any other member of the Company’s Board of Directors.

10.11. Minutes of meeting of the Company’s Board of Directors shall be executed within 3 (three) days from the closure date of the meeting and signed by the Chairman of the Board of Directors. The Chairman of the Board of Directors shall be responsible for the accuracy of all minutes.

10.12. The Company’s Board of Directors shall be authorized to deal with questions of general management of the Company, excluding questions that pursuant to these Articles of Association and applicable laws belong to the sole competence of the general meeting of shareholders of the Company. The following questions are in the competence of the Company’s Board of Directors:

10.12.1. Determining priority targets of the Company’s activity;

10.12.2. Calling annual and extraordinary meetings of shareholders;

10.12.3. Approving the agenda of the shareholders’ general meeting;

10.12.4. Determining the date of making a list of persons entitled to vote at the shareholders’ general meeting and performing other duties in connection with calling, preparing and holding such general meetings of shareholders;

10.12.5. Determining a price of assets (money value), a price of offering ad redemption of issued securities as provided by applicable laws;

10.12.6. Giving recommendations on an amount of fees and compensations paid to the examiner of the Company and determining an amount of payment for the auditor’s services;

10.12.7. Giving recommendations on an amount of dividend on shares and a dividend payment procedure;

10.12.8. Using the Reserve Fund and other funds of the Company;

10.12.9. Approving the Company’s internal documents, excluding internal documents approval of which is in the competence of the shareholders’ general meeting as established by the Law and these Articles of Association and other internal documents of the Company approval of which is in the competence of the General Director as established by these Articles of Association;

10.12.10. Establishing branches and opening representative offices of the Company;

10.12.11. Approving major transactions as set out in Chapter X of the Law;

10.12.12. Approving transactions provided for in Chapter XI of the Law;

10.12.13. Approving the Company’s registrar and terms and conditions of an agreement with him and termination of the agreement with him;

10.12.14. Other matters belonging to the competence of the Company’s Board of Directors as per applicable laws and these Articles of Association.

10.13. Decisions adoption of which pursuant to these Articles of Association are in the competence of the Company’s Board of Directors may be adopted by the shareholders’ general meeting (excluding questions of holding the shareholders’ general meeting and approving its agenda, which belong to the competence of the Company’s General Director) if for any reason (including an early termination of powers of one or several members of the Company’s Board of Directors, incapacity, death, etc.) a total number of members of the Company’s Board of Directors becomes lower than the quorum in para. 10.9. herein, with which the meeting of the Company’s Board of Directors is deemed duly constituted.

11. THE COMPANY’S GENERAL DIRECTOR

11.1. Day-to-day operations of the Company shall be managed by the sole executive body of the Company represented by its General Director.

11.2. The General Director shall be elected by the shareholders’ general meeting of the Company for a period of one year and may be re-elected for an indefinite number of times.

11.3. The Company’s General Director shall have the competence over all questions of managing day-to-day operations of the Company, excluding questions in the exclusive competence of the shareholders’ general meeting of the Company and the Company’s Board of Directors. The General Director shall arrange execution of decisions of the shareholders’ general meeting of the Company and the Company’s Board of Directors.

11.4. Without any power of attorney the Company’s General Director shall act on behalf of the Company, inter alia he shall represent the Company’s interests, enter into transactions on behalf of the Company, approve staffing tables, issue orders and give instructions binding for all employees of the Company, grant powers of attorney to third persons to act on the behalf of the Company.

12. CONTROLLING FINANCIAL AND ECONOMIC OPERATIONS OF THE COMPANY

12.1. The examiner shall control financial and economic operations of the company. The procedure of the examiner’s operations shall be established in the regulation on the examiner to be approved by the shareholders’ general meeting.

12.2. The examiner shall be elected by the Company’s general meeting of shareholders. However, shares owned by persons holding positions in the Company’s management bodies may not participate in electing the Company’s examiner.

12.3. Financial and economic operations of the Company shall be examined following annual results of the Company’s operations and at any time at discretion of the Company’s examiner, based on a decision of the shareholders’ general meeting or at a request from a shareholder (shareholders) collectively owning at least 10 percent of voting shares in the Company.

12.4. At a request of the Company’s examiner persons holding positions in the Company’s management bodies shall be obliged to present documents on financial and economic operations of the Company;

12.5. The Company’s examiner shall have the right to request that an extraordinary general meeting of shareholders be summoned pursuant to applicable laws.

12.6. The Company’s examiner shall not hold any position in any management bodies of the Company.

13. THE COMPANY’S RESERVE FUND

13.1. The reserve fund of 5 percent of the Company’s registered capital shall be created at the Company. The Company’s Reserve Fund shall be made by annual obligatory contributions until it has reached the amount as established by the Company’s Articles of Association. An amount of annual contributions to the Company’s Reserve Fund shall not be less than 5 percent of the Company’s net profit until it has reached the amount as established by the Company’s Articles of Association.

13.2. The Company’s Reserve Fund shall be intended to cover its losses and repay the Company’s promissory notes and redeem the Company’s shares, if no other funds are available. The Reserve Fund shall not be used for any other purposes.

14. ACCOUNTING AND STATEMENTS, DOCUMENTS OF THE COMPANY. INFORMATION OF THE COMPANY.

14.1. The Company shall keep accounting, submit financial and other statistical statements in the procedure as established by the Law and other regulatory legal acts of the Russian Federation.

14.2. As established by the Law, other regulatory legal acts of the Russian Federation and the Company’s Articles of Association, the Company’s General Director shall be responsible for the arrangement, condition and reliability of book records at the Company, a timely submission of the annual statement and other financial statements to the respective authorities, and the information on the Company’s operations presented to its shareholders.

14.3. The reliability of the information in the Company’s annual statement, accounting balance-sheet, statement of profit and loss shall be verified by the Company’s examiner.

14.4. The Company’s annual statement shall be preliminary approved by the Company’s Board of Directors at least 30 days prior to the date of the annual general meeting of shareholders. The reliability of the information in the Company’s annual statement and annual accounting statements shall be verified by the Company’s examiner.

14.5. For the purpose of implementing the governmental social, economic and fiscal policy, the Company shall secure safety of documents (management, financial and economic, employment documents, etc.); transfer documents of scientific and historic value for governmental safekeeping at the central archives of Moscow as per the list of documents approved with the organization Mosgorarkhiv.

14.6. The Company shall keep the following documents:

•

The Company’s Articles of Association, changes and amendments made to the Company’s Articles of Association and duly registered, the decision on establishing the Company, the Company’s state registration certificate;

•

The Company’s Articles of Incorporation;

•

documents confirming the Company’s title to the assets on its balance;

•

the Company’s internal documents approved by the shareholders’ general meeting and other management bodies of the Company;

•

the regulations on branches or representative offices of the Company;

•

the annual statement;

•

book-keeping records;

•

book-keeping records submitted to the respective authorities;

•

minutes of shareholders’ general meetings of the Company, meetings of the Company’s Board of Directors;

•

opinions of the Company’s examiner, governmental and municipal authorities of financial control;

•

other documents as established by the Law, the Company’s Articles of Association and internal documents of the Company, decisions of the shareholders’ general meeting, the Company’s General Director, and other documents as established by legal acts of the Russian Federation and the city of Moscow.

14.7. The Company shall keep the documents above at the location of its executive body, known and accessible for the Company’s shareholders, creditors and other interested parties.

15. REORGANIZATION AND DISSOLUTION OF THE COMPANY

15.1. The Company may be voluntarily reorganized in the procedure as established by the Law. Other grounds and the procedure for reorganization of the Company shall be determined by the Civil Code of the Russian Federation and other federal laws.

15.2. The Company may be reorganized in forms of a merger, takeover, division, separation and re-organization.

15.3. The Company shall be deemed reorganized, excluding cases of reorganizing through taking over, from the date of state registration of legal entities created as a result of reorganization. In the event of reorganization of the Company through merging into it another Company, the first shall be deemed reorganized from the date of entry into the state register of legal entities on dissolution of the Company merged.

15.4. In the event of reorganization of the Company its rights and obligations shall be transferred to its legal successor. Following the Company’s reorganization all documents (management, financial and economic, personnel documents, etc.) shall be transferred to the successor company pursuant to the established rules.

15.5. State registration of the Companies created through reorganization and entries on dissolution of the Companies reorganized, and state registration of respective changes to these Articles of Association shall be made in the procedure as established by applicable laws.

15.6. The Company may be dissolved voluntarily in the procedure established by the Civil Code of the Russian Federation, taking into account the requirements in the Law and these Articles of Association. The Company may be dissolved also by a court decision based on the grounds provided for in the Civil Code of the Russian Federation. The Company’s dissolution shall result in its termination without any transfer of rights and obligations to any other persons in the procedure of legal succession.

15.7. The shareholders’ general meeting of a voluntarily liquidated Company shall take a decision on dissolution of the Company and appointment, subject to approval from the body authorised to perform state registration of legal entities, of a liquidation committee, determine the procedure and period for implementing the liquidation, fix a period for advancing claims by creditors, which shall not be shorter than two months from the date of announcement about dissolution of the Company.

15.8. From the date of appointment of the liquidation commission it shall take over all powers to manage the Company’s activity.

15.9. Upon expiration of the period for advancing claims by creditors, the liquidation committee shall make an intermediate liquidation balance sheet containing the information on composition of assets of the Company being liquidated, claims raised by the creditors and results of their consideration. The intermediate liquidation balance sheet shall be approved by the shareholders’ general meeting subject to approval from the body that performed state registration of the Company being liquidated.

15.10. Upon completion of settlements with creditors, the liquidation committee shall make a liquidation balance sheet which shall be approved by the shareholders’ general meeting subject to approval from the body that performed state registration of the Company being liquidated.

15.11. In case on the date of decision on the dissolution the Company has no liabilities to any creditors, its assets shall be divided between its shareholders pursuant to the Law.

15.12. The Company shall be deemed liquidated from the date of making the respective entry into the state register.

15.13. This document is a duplicate original.


CIREY HOLDINGS INC. Represented by O.V. Rumyantsev, acting by the general power of attorney of 15 March 2005 [signature]

SANGRI LIMITED Represented by V.V. Ivanov, acting by the general power of attorney of 28 March 2005 [signature]

Russian Federation, the city of Lyubertsy, Moscow Oblast. The twenty-fifth of April, two thousand five.

I, Mikhail Valeryevich Rumyanstev, a notary of Lyubertsy notarial district, Moscow Oblast, am certifying the authenticity of signatures of the authorised representative of CIREY HOLDING INC., Oleg Valeryevich Rumyanstev, and the authorised representative of SANGRI LIMITED, Vladimir Viktorovich Ivanov, which have been put in my presence.

The identities and powers of the representatives are verified.

Registered in the register under No. 1k-3115

Charged: 200 roubles

[signature]

[seal: NOTARY MIKHAIL VALERYEVICH RUMYANSTEV; Lyubertsy notarial district, Moscow Oblast]

[seal: illegible]

[seal: NOTARY MIKHAIL VALERYEVICH RUMYANSTEV; Lyubertsy notarial district, Moscow Oblast]

Laced, numbered and sealed in total 9 (nine) sheets

Notary [signature]

[stamp: Inter-District Inspection No. 4 of the Federal Tax Services for Moscow; Entry in the Unified State Register of Legal Entities of 06 June 2005; OGRN 1057747177861; Senior Specialist L.G. Smirnova [signature]

[seal: illegible]

COPY

APPROVED

by the decision

of the sole shareholder of

Closed Joint-Stock Company

Mid-Russian Distilleries

Cirey Holdings Inc.

02 July 2007

O.V. Rumyantsev

[signature]

[stamp: 01 AUG 2007

1057747177861

2077758546083

Deputy Head of Department]

[signature]

[seal: Federal Tax Service; Department of the Federal Tax Service for Moscow; Inter-District Inspection No. 46 of the Federal Tax Service for Moscow; Inter-District Inspection No. 46 of the FTSM; OGRN 1047796501550]

AMENDMENT No. 1

to the Articles of Association of Closed Joint-Stock Company

Mid-Russian Distilleries

The following changes shall be made to the Articles of Association of Closed Joint-Stock Company Mid-Russian Distilleries:

Article 2 of the Articles of Association shall be supplemented with paragraph 2.2. reading as follows:

“2.2. The sole shareholder of the Company is CIREY HOLDINGS INC., a legal entity established by laws of the British Virgin Islands located at: 325 Waterfront Drive, Omar Hodge Building, 2^nd Floor, Wickhams Cay, Road Town, Tortola, British Virgin Islands, owning 100% of ordinary registered shares in the Company”.

Paragraph 5.1. of the Articles of Association of the Company shall be amended and read as follows:

“The Company’s authorised capital shall be composed of the nominal value of the Company’s shares owned by shareholders of the Company and is 104,110,000 (one hundred four million one hundred ten thousand) roubles.

The Company’s authorised capital shall be divided into 10,411 (ten thousand four hundred eleven) ordinary registered shares with a par value of 10,000 (ten thousand) roubles each”.

COPY

APPROVED

by the decision

of the sole shareholder of

Closed Joint-Stock Company

Mid-Russian Distilleries

LVZ HOLDINGS LIMITED

Decision of 18 July 2007

Director

[signature]

[seal: LVZ HOLDINGS LIMITED]

AMENDMENT No. 2

to the Articles of Association of Closed Joint-Stock Company

Mid-Russian Distilleries

1. Paragraph 2.1. of Article 2 “SHAREHOLDERS OF THE COMPANY” of the Company’s Articles of Association shall be amended and read as follows:

“Individuals and (or) legal entities may be shareholders of the Company. A number of shareholders of the Company shall not be more than fifty.

The sole shareholder of the Company is LVZ HOLDINGS LIMITED, a company established and existing under laws of Cyprus and located at: Theklas Lysioti, 29, CASSANDRA CENTER, 2nd floor, Flat/Office 201-202, P.C. 3030, Limassol, Cyprus”.

2. Paragraph 2.2. shall be removed from the Company’s Articles of Association.

[signature]

Acting Head of Department

of Registration and Keeping Records of

Taxpayers

A.N. Masalitina

[seal: Federal Tax Service; Department of the Federal Tax Service for Moscow;

Inter-District Inspection No. 46 of the Federal Tax Service for Moscow;

Inter-District Inspection No. 46 of the FTSM; OGRN 1047796501550]

[stamp: FOR A TRUE COPY]

APPROVED

by the decision of 28 July 2008

of the sole shareholder of

Closed Joint-Stock Company

Mid-Russian Distilleries

CJSC Russian Alcohol

General Director

S.V. Sorokin

[signature]

AMENDMENT No. 3

to the Articles of Association of Closed Joint-Stock Company

Mid-Russian Distilleries

Paragraph 2.1. of Article 2 “SHAREHOLDERS OF THE COMPANY” of the Company’s Articles of Association shall be amended and read as follows:

“Individuals and (or) legal entities may be shareholders of the Company. A number of shareholders of the Company shall not be more than fifty.

The sole shareholder of the Company is Closed Joint-Stock Company Russian Alcohol Group of Companies, a company established and existing under laws of the Russian Federation and located at: 129344, Moscow, ul. Eniseiskaya, d. 1, str. 1, (OGRN 1037705023190)”.

[stamp: Inter-District Inspection No. 46 of the FTS of Russia for Moscow (name of the registering authority);

the entry is made into the Unified State Register of Legal Entities on 27 October 2008; OGRN

1057747177861; GRN 2087763200402; Grade 1 Specialist L.V. Zvarych; [signature]]

[seal: Federal Tax Service; Department of the Federal Tax Service for Moscow;

Inter-District Inspection No. 46 of the Federal Tax Service for Moscow;

Inter-District Inspection No. 46 of the FTSM; OGRN 1047796501550]

M.S. Malykhin

[signature]

The original is in the registration file

at the IFTS of Russia No. 16 for Moscow Representative of the Inspection

FOR A TRUE COPY

[signature]

[seal: Federal Tax Service; Department of the Federal Tax Service for Moscow;

Inter-District Inspection No. 16 of the Federal Tax Service for Moscow;

Inter-District Inspection No. 16 of the FTSM; OGRN 1047716029844]

APPROVED

by the decision of 30 December 2009

of the sole shareholder of

Closed Joint-Stock Company

Mid-Russian Distilleries

CJSC Russian Alcohol

General Director

Carlo Radicati di Primelo

AMENDMENT No. 4

Paragraph 3.2. of the Articles of Association of Closed Joint-Stock Company Mid-Russian Distilleries shall be amended and read as follows:

1. The Company is located at: 129344, Moscow, ul. Eniseiskaya, d. 1, str. 1

Sole shareholder of

CJSC Mid-Russian Distilleries

Closed Joint-Stock Company

Russian Alcohol Group of Companies

[signature] Radicati di Primelo Carlo

[seal: Closed Joint-Stock Company OGRN 1037705023190;

Moscow; Russian Alcohol Group of Companies]

EX-99.T3A.14 15 d483104dex99t3a14.htm ARTICLES OF ASSOCIATION Articles of Association

Exhibit T3A.14

COPY OF COPY

Approved by

Resolution of the Sole Member

on 12 February 2009

ARTICLES OF ASSOCIATION

OF SIBIRSKY LIKERO-VODOCHNY ZAVOD

(ZAO “SIBIRSKY LVZ”)

CLOSED JOINT-STOCK COMPANY

Novosibirsk Region, Koltsovo workers’ settlement

2009

ARTICLES OF ASSOCIATION

OF SIBIRSKY LIKERO-VODOCHNY ZAVOD

(SIBERIAN LIQUOR AND VODKA PLANT)

Article 1. General Provisions

1.1

“Sibirsky Likero-Vodochny Zavod” Closed Joint-Stock Company (ZAO “Sibirsky LVZ”), hereinafter referred to as the Company was organized by means of transformation of “Sibirsky Likero-Vodochny Zavod” Limited Liability Company established in accordance with the laws of the Russian Federation on 16 February 2006 under Primary State Registration Number (OGRN) 1065475003076, License Series 54 Number 003526214 issued by the Inter-District Office of the Federal Tax Service No. 15 for Novosibirsk Region, having its registered office at: Russian Federation, Novosibirsk Region, Novosibirsk District, Koltsovo workers’ settlement, No. 14, Taxpayer Identification Number (INN) 5433161790, All-Russian Classifier of Businesses and Organizations (OKPO) No. 93842939.

1.2	The Company shall exist in accordance with the Federal Law “On Joint-Stock Companies” (the Law), the Civil Code of the Russian Federation and other effective laws.

1.3	As regards any activities performed by the Company, the Company shall be governed by these Articles of Association (the Articles of Association) which shall constitute the sole constitutive document of the Company, by the Law and other laws and regulations.

1.4	The Company is organized for an unlimited term.

1.5

The Sole Member of the Company shall be the “Russian Alcohol Group” Closed Joint-Stock Company (“Russian Alcohol” CJSC), a legal entity established in accordance with the laws of the Russian Federation under Primary State Registration Number (OGRN) 1037705023190 having its registered office at: Russian Federation, 129344 Moscow, Eniseyskaya str., 1, building 1.

Article 2. Name and Place of Business

2.1	Full corporate name of the Company:

Sibirsky Likero-Vodochny Zavod Closed Joint-Stock Company

2.2	Short name of the Company in the Russian language:

3AO

2.3	Short name of the Company in the English language:

ZAO “Sibirsky LVZ”

2.4	Place of Business of the Company: 630559 Russian Federation, Novosibirsk Region, Novosibirsk District, Koltsovo workers’ settlement, industrial zone of Sibirsky LVZ, No.1.

Postal address of the Company: 630559 Russian Federation, Novosibirsk Region, Novosibirsk District, Koltsovo workers’ settlement, industrial zone of Sibirsky LVZ, No.1.

2.5

The Company may set up branches and open representative offices within the Russian Federation and abroad pursuant to the applicable laws, including the laws of other countries where such branches and offices exist, unless otherwise provided by an international treaty entered into by the Russian Federation.

As of the moment of approval of this version of the Articles of Association the Company has no registered branches or representative offices.

Article 3. Objectives and Type of Activity

3.1	The basic objective of the Company shall be deriving of profits from the production, commercial, investment and other types of activity which are not prohibited by the laws effective in the Russian Federation and abroad.

3.2

The Company may perform any or all types of activity listed below, as well as any other activity which is not prohibited by the applicable laws in order to achieve its basic objective specified in Article 3.1 to the extent permitted by the applicable laws providing that the Company possesses all required licenses and permits:

(a) production and sale of alcoholic beverages and other excise goods, food products, non-alcoholic beverages, fast moving consumer goods, producer goods and raw materials, (b) trading and purchasing, including wholesale trade, retail trade and trade on commission, including sale of food commodities, alcoholic beverages and tobacco products, provision of storage services, (c) establishment and management of retail and wholesale chains for sale of alcoholic beverages, (d) food products and food commodities production management and operation, (e) establishment and operation of public catering facilities, (f) forwarding services, transportation of freight, repair and maintenance of transport, operation of vehicles and stations, (g) provision of consumer services to the public, (h) maintenance, repair, warranty and after-sale servicing of production, industrial and household equipment, (i) scientific and technological, engineering and information researches and development, (j) provision of intermediary, marketing (including granting of licenses to usage of trademarks and commercial names), commissioning, engineering, consulting, information and advertising services, management and other types of services, (k) organization and holding of selling exhibitions, auctions, seminars, etc., (l) attraction of investments and investment of funds to businesses involved in production and sale of alcoholic and other types of beverages, as well as to other businesses in the Russian Federation and abroad, (m) management of activities of such businesses both using own resources and in cooperation with third parties, (n) establishment of an effective chain for sale of products produced by the businesses which receive investments from the Company, and deriving profits from other related types of activity.

3.3	The Company may perform any type of activity in order to achieve the above mentioned objectives to the extent permitted by the applicable laws, provided that the Company possesses all required licenses and permits, including:

3.3.1

acquisition, possession, operation and management of any immovable property (including, but not limited to, land plots, buildings and structures) and movable property (including securities and ownership shares in business companies) and property rights;

3.3.2

investment activity of any type and form permitted by the laws of the Russian Federation;

3.3.3

production activity of any type, including creation of new projects (including construction projects) for movable and immovable property, operation, repair and maintenance thereof;

3.3.4

trade activities, including import and export operations, wholesale and retail trade;

3.3.5

any other types of activity which may be required or advisable in order to achieve the Company’s business objectives.

3.4	The above listed objectives may be revised at the General Meeting of Shareholders pursuant to the applicable laws.

Article 4. Legal Status of the Company

4.1

The Company is a legal entity established in the form of a closed joint-stock company pursuant to the laws of the Russian Federation. The Company shall maintain its accounting records, have bank accounts and may enter into agreements on its behalf, acquire property rights and personal non-property rights, undertake and perform obligations, act as claimant and defendant in court, commercial courts and arbitration courts within the Russian Federation and abroad. The Company may have subsidiary and associated business companies acting as legal entities within the Russian Federation and abroad.

4.2	The Company shall acquire the status of a legal entity at the moment of the state registration thereof.

4.3	The Company shall be liable for its obligations with all its property. The Company shall not be liable for obligations of its shareholders.

4.4

The Shareholders shall not be liable for the Company’s obligations and shall bear the risk of losses, connected with its operation, within the value of the shares held by them. The shareholders, who/which have paid for their shares not in full, shall incur joint liability for the Company’s obligations within the unpaid part of value of the shares held by them.

4.5	The Company shall have the round seal approved by the General Director of the Company (the General Director). The seal shall state the Primary State Registration Number and full corporate name of the Company in the Russian language.

4.6	The Company must register and/or notify the relevant registering authorities of any changes to these Articles of Association in the manner and within the term stipulated by the effective laws.

5. Authorized Share Capital

5.1	The Authorized Share Capital of the Company (the Authorized Share Capital) shall be comprised of the par value of shares placed among the shareholders. The Authorized Capital of the Company shall be 144 250 000 (one hundred and forty four million two hundred and fifty thousand) rubles.

5.2	The Authorized Capital is divided into 14 425 (fourteen thousand four hundred and twenty five) ordinary registered shares with the par value of 10 000 (ten thousand) rubles each.

5.3.	The Company may make an additional placement of 10 000 (ten thousand) ordinary registered shares with the par value of 10 000 (ten thousand) rubles each (authorized shares).

5.4.	The Authorized Share Capital of the Company may be increased (i) by increasing the par value of the shares or (ii) through the placement of additional shares.

5.5	The Authorized Share Capital of the Company may be reduced by resolution of the General Meeting of Shareholders by (i) reducing the par value of the shares or (ii) by decreasing their total number, including the options of repurchase and redemption of some shares.

The General Meeting of Shareholders shall be entitled to pass a resolution to reduce the Authorized Share Capital only in the event that the par value of the Company’s shares which remain in circulation after such reduction is not less than the minimum Authorized Capital stipulated by the applicable laws. The Authorized Capital may be reduced only upon notification of all creditors of the Company pursuant to the applicable laws.

5.6	The placed shares of the Company may be subject to split-up or consolidation with the respective change in the par value of the shares by resolution of the General Meeting of Shareholders upon making of respective amendments in the Articles of Association.

5.7

If the additional shares or other securities of the Company are paid for in a non-money form, the monetary evaluation of the property offered as payment for the shares and other securities shall be carried out by the Company’s Board of Directors in the manner prescribed by the applicable laws. As provided by the applicable laws, for evaluation of a market value of the property an independent evaluator should be hired. The evaluation of the property shall be made on the basis of its market value.

5.8

Should at the end of the second and each subsequent financial year following the establishment of the Company the value of the net assets of the Company be less than its Authorized Share Capital, the Company shall reduce its Authorized Share Capital to the amount which is less or equal to the value of its net assets. In the event that the value of the Company’s net assets becomes less than the minimum authorized capital stipulated by the applicable laws, the Company shall be dissolved in the manner prescribed by the applicable laws and these Articles of Association.

5.9

The Company may redeem the placed shares only upon conditions and in the manner prescribed by the applicable laws. Such shares, purchased by the Company on the basis of the resolution to decrease the authorised capital, shall be redeemed if purchased. Any shares purchased by the Company in other events shall be sold within 12 (twelve) months of the date of purchase, otherwise they shall be redeemed pursuant to the resolution of the General Meeting of Shareholders to reduce the Authorized Capital. If the Company has in possession its own shares, they shall grant no voting rights and shall not be taken into account while determining quorum or calculating votes at the General Meeting of Shareholders. Moreover, no dividends shall be accrued on them.

Article 6. Rights and Liabilities of Shareholders

6.1	Each ordinary share of the Company grants its owner equal rights, including the right to participate in the General Meeting of Shareholders with a voting right concerning any matters falling under its scope of competence.

6.2	Each ordinary share of the Company grants its owner the right to get a share of distributed profits (dividends) from time to time declared by the Company, and in the event of liquidation of the Company – the right to obtain a part of its property.

6.3	The Company’s shares shall be transferred in accordance with the rules stipulated in Article 19 of these Articles of Association.

Article 7. Register of Shareholders

The Company’s shares shall be of non-documentary form. The Company shall maintain and keep the Register of Shareholders of the Company (the Register of Shareholders) pursuant to legal acts of the Russian Federation from the moment of the state registration of the Company.

Article 8. Reserve Fund

8.1

The Company shall form the Reserve Fund and maintain it at the level of 5% (five percent) of the Authorized Share Capital. The Reserve Fund of the Company shall be formed by means of annual allocations no less than 5 (five) percent of the net profit until the Reserve Fund reaches the above specified amount. The Reserve Fund of the Company shall be formed in the amount required to maintain such level afterwards. The Reserve Fund of the Company shall be used for covering any losses and for redemption of the Company’s bonds and shares in case of absence of other money resources.

Article 9. Management of the Company

9.1	The General Meeting of Shareholders and the Board of Directors of the Company shall carry out the general management of all affairs (with the exclusion of operational activities) of the Company pursuant to the applicable laws and the provisions of these Articles of Association.

9.2	The Sole Executive Body of the Company shall be the General Director or the Managing Company (hereinafter referred to as the General Director).

9.3

In the course of the Company’s business activity the members of the Board of Directors, the General Director and employees of the Company shall invariably act for the benefit of the Company and comply with the effective laws. Any shareholder, member of the Board of Directors or the General Director having interest in closing a transaction by the Company (according to the definition given in Article 81 of the Law) must bring such personal interest to the notice of the Board of Directors, the Internal Audit Committee (Internal Auditor) and the external auditor of the Company to the extent and in the manner prescribed by the effective laws.

Article 10. Holding of General Meeting of Shareholders

10.1

The General Meeting of Shareholders shall be the top management body of the Company. The Company shall hold the Annual General Meeting of Shareholders within the period of 1 March to 30 June each year. The Annual General Meeting of Shareholders shall be convened by the Board of Directors to consider any issues specified in Article 11.2 below, as well as any other issues related to the scope of competence of the General Meeting of Shareholders pursuant to these Articles of Association and the effective laws.

10.2

Any meeting which is held apart from the Annual General Meeting of Shareholders is an Extraordinary General Meeting of Shareholders. The Extraordinary General Meeting of Shareholders shall be convened by decision and at the discretion of the General Director, or upon request of the Internal Audit Committee (Internal Auditor) or the shareholders holding at least ten (10) percent of the placed voting shares of the Company in the manner prescribed by the laws.

10.3	A resolution of the General Meeting of Shareholders may be passed without holding the meeting (physical meeting of shareholders to discuss the items on the agenda and passing of resolutions concerning the questions to be voted upon) by holding the meeting in the physical absence form,

with the exception of resolutions on items listed in Article 11.2 of these Articles of Association. The ballot papers shall be prepared and sent to the shareholders by the Board of Directors. They shall state the full corporate name of the Company, location of the Company, questions to be voted upon, ballot papers final acceptance term and the postal address to which the completed ballot papers shall be sent, as well as any other information prescribed by the effective laws. The ballot papers shall be sent to the Shareholders within 20 (twenty) days prior to the date of the General Meeting of Shareholders.

10.4

The agenda of the Annual General Meeting of Shareholders shall be determined by the Board of Directors. The Shareholders possessing in aggregate not less than two percent of the Company’s voting shares shall be entitled to suggest questions to be included in the agenda of the Annual General Meeting of Shareholders providing that such suggestions are made within 30 (thirty) days after the end of the financial year. The agenda of the extraordinary General Meeting of Shareholders shall be determined by the Board of Directors and shall include, as the case may be, any questions properly presented for consideration by the Board of Directors, the shareholders, the Internal Audit Committee (Internal Auditor) and the external auditor of the Company. Voting at the extraordinary General Meeting of Shareholders shall be held only in relation to the issues included in the agenda.

10.5

The notice of the General Meeting of Shareholders shall be sent to each person named in the list of persons entitled to participate in the General Meeting of Shareholders within 20 (twenty) days before the date of the General Meeting of Shareholders (unless a greater term is prescribed by the applicable laws) by registered post to the address specified in the Register of Shareholders or handed over personally against signature. The notice of the General Meeting of Shareholders shall state the following: 1) full corporate name of the Company and location of the Company, 2) date, time and place where the General Meeting of Shareholders will be held, 3) the date when the list of persons entitled to participate in the General Meeting of Shareholders was made, 4) the agenda of the meeting, and 5) the manner for inspection of the information (documents) to be submitted in the process of preparation for the General Meeting of Shareholders and the address where one can get such information; 6) the form of holding of the General Meeting of Shareholders (in person or in absentia). The General Meetings of Shareholders may be held in any place within the Russian Federation or abroad pursuant to the decision made by the Company’s Board of Directors.

10.6

The date for execution of the list of persons entitled to participate in the General Meetings of Shareholders shall be established by the Board of Directors. Such date shall not be determined prior to the date when the resolution of the Board of Directors on holding of the General Meetings of Shareholders has been made and shall not be established more than 50 (fifty) days before the date of the General Meetings of Shareholders (unless a greater term is prescribed by the applicable laws).

10.7

The General Meetings of Shareholders shall be chaired by the Chairman of the Board of Directors, unless the shareholders attending the General Meetings decide to elect another person acting as chairman by a simple majority of votes. The General Meetings of Shareholders shall also elect the Secretary of the meeting by a simple majority of votes.

10.8	The General Meeting of Shareholders shall be deemed legitimate (having quorum) if it was attended by the shareholders holding in aggregate more than 50% (fifty percent) of votes of all placed voting shares of the Company.

10.9

In the absence of quorum for holding of the Annual General Meeting of Shareholders the repeated General Meeting of Shareholders must be held with the same agenda. In the absence of a quorum for holding of the extraordinary General Meeting of Shareholders the repeated General Meeting of Shareholders may be held with the same agenda. The repeated General Meeting of Shareholders shall be deemed legitimate (having quorum) if it was attended by the shareholders holding in aggregate at least 30% (thirty percent) of all placed voting shares of the Company.

The notice of the repeated General Meeting of Shareholders shall be made in compliance with the requirements of the effective laws.

10.10

The right to participate in the General Meeting of Shareholders shall be exercised by a Shareholder either personally or by proxy. The Shareholder’s representative at the General Meeting of Shareholders shall act in compliance with the authorities granted to the representative under the laws or the power of attorney.

10.11

The Secretary of the General Meeting of Shareholders shall execute two copies of the minutes within 15 (fifteen) days after the date the General Meeting of Shareholders has been declared closed. The minutes shall state the information prescribed by the effective laws and must be signed by the chairperson and the Secretary of the General Meeting of Shareholders.

Article 11. Scope of Competence of the General Meeting

11.1	The scope of competence of the General Meeting of Shareholders includes the below listed matters, as well as any other matters which may be stipulated by the effective laws.

11.2	The following matters fall under the exclusive competence of the Annual General Meeting of Shareholders. The decision on such matters shall be made by a simple majority of votes of the Shareholders possessing the voting shares and participating in the Annual General Meeting of Shareholders:

11.2.1

election of members of the Board of Directors;

11.2.2

approval (at the request of the Board of Directors) of annual reports, annual financial statements, including, without limitation, profit and loss statements (profit and loss accounts) of the Company, as well as distribution of profits (including, without limitation, payment (declaration) of dividends, except for any profits distributed as dividends basing on the results of the first quarter, half-year, nine months of the financial year) and losses of the Company basing on the results of the financial year (shall such results be declared) in compliance with Article 18 of these Articles of Association;

11.2.3

election of the Internal Audit Committee (Internal Auditor) of the Company, determination of the remuneration amount payable to its members and approval of the Company’s External Auditor.

11.3

The following matters fall under the exclusive competence of the General Meeting of Shareholders. The decision on such matters shall be made by 75% (seventy five percent) majority of votes of the Shareholders possessing the voting shares and participating in the annual General Meeting of Shareholders:

11.3.1

making amendments and additions to the Articles of Association of the Company or approval of the Articles of Association as amended and added;

11.3.2

reorganization of the Company at the request of the Board of Directors;

11.3.3

liquidation of the Company, appointment of the Liquidation Committee and approval of the interim and final Liquidation Balance Sheets;

11.3.4

determining a number, par value and category (type) of any declared shares and rights granted thereby;

11.3.5

acquisition by the Company of any placed shares;

11.3.6

approval at the request of the Board of Directors of any major transactions falling outside the scope of the Company’s normal course of business as per the effective laws;

11.3.7

at the request of the Board of Directors – increasing the Authorized Share Capital of the Company by means of private placement of shares;

11.3.8

at the request of the Board of Directors – increasing the Authorized Share Capital of the Company by means of public offering of ordinary shares which constitute more than 25 percent of the previously placed shares;

11.3.9

reduction of the Authorized Share Capital of the Company by way of decreasing the par value of the shares, acquisition of some placed shares by the Company in order to reduce their total number, or by way of redeeming any shares which were not paid in full in compliance with the requirements of the effective laws and/or these Articles of Association, or redeeming of shares acquired or repurchased by the Company in compliance with the effective laws which were not sold within twelve months of the date of purchasing thereof;

11.4	The following matters fall under the exclusive competence of the General Meeting of Shareholders. The decision on such matters shall be made by a simple majority of votes of the Shareholders possessing the voting shares and participating in the annual General Meeting of Shareholders:

11.4.1

determination of a number of the Board of Directors of the Company and early termination of their powers;

11.4.2

early termination of the powers of the Internal Audit Committee (Internal Auditor) and, in such event, election of new members of the Internal Audit Committee (Internal Auditor);

11.4.3

at the request of the Board of Directors – increasing the Authorized Capital of the Company by means of increasing the par value of the shares;

11.4.4

payment (declaration) of dividends basing on the results of the first quarter, half-year, nine months of the financial year;

11.4.5

establishing the procedure for holding of the General Meeting of Shareholders;

11.4.6

election of the members of the Counting Commission and early termination of their powers;

11.4.7

split-up and consolidation of the shares (at the request of the Board of Directors);

11.4.8

approval of any non-arm’s length transactions with the exception of transactions falling under the competence of the Board of Directors pursuant to Article 14.2.6 of these Articles of Association (at the request of the Board of Directors);

11.4.9

acquisition or repurchase of the shares previously issued by the Company in order to reduce the Authorized Share Capital (at the request of the Board of Directors);

11.4.10

resolutions to become a member of any holding companies, financial and industrial groups, associations and other groups of commercial organizations (at the request of the Board of Directors);

11.4.11

approval of any internal documents which regulate the activities of the Board of Directors, the General Director and the Internal Audit Committee (Internal Auditor) of the Company, as well as documents which determine the procedure for making decisions at the General Meeting of Shareholders concerning the procedure for holding of the General Meeting of Shareholders (at the request of the Board of Directors);

11.4.12

passing the resolution to delegate the authorities of the sole executive body of the company under an agreement to a commercial organization (holding company) or private entrepreneur (administrator) (at the request of the Board of Directors);

11.4.13.

other issues in accordance with the existing law and these Articles of Association.

Article 12. Members of the Board of Directors: Appointment, Composition and Early Termination of Powers

12.1	The number of members of the Board of Directors shall be determined by the resolution of the General Meeting of Shareholders. The Board of Directors shall consist of at least five members.

12.2

The members of the Board of Directors of the Company shall be elected by the General Meeting of Shareholders for a term up to the next-coming Annual General Meeting of Shareholders and may be re-elected unlimited number of times. The General Meeting of Shareholders shall be entitled to early terminate the authorities of all members of the Board of Directors with or without specifying the grounds.

12.3

The Board of Directors shall elect one of its members as the Chairman of the Board of Directors by a simple majority of votes. The Chairman may be re-elected unlimited number of times. The Chairman of the Board of Directors shall manage the operations of the General Meeting of Shareholders and the Board of Directors, convene the meetings of the Board of Directors, prepare all the necessary documents and control the operational activities of the Board of Directors in compliance with these Articles of Association and the effective laws.

12.4	The members of the Board of Directors shall be entitled at any time to examine any records, accounts or documents of the Company and to obtain any requested data concerning the Company’s activities from the Board of Directors, the General Director or any officer of the Company or his/her employee.

12.5

Apart from reimbursement of travelling expenses and other expenses related to the performance of functions of a member of the Board of Directors (all expenses must be documented for the purposes of accounting), the members of the Board of Directors shall not receive any payment or remuneration for acting as members of the Board of Directors, unless otherwise stipulated by the resolution of the General Meeting of Shareholders.

Article 13. Meeting of the Board of Directors

13.1

The meetings of the Board of Directors shall be held in any place within the Russian Federation or abroad. Such place shall be determined by the Board of Directors or its Chairman. In the event of impossibility to personally attend the meeting, any member of the Board of Directors shall be entitled to take part and vote: (a) in absentia by sending to the Chairman of the Board of Directors his/her opinion on the items of the agenda of the respective meeting of the Board of Directors within the day when such meeting is held and (b) over the telephone, and the Chairman of the Board of Directors shall take all the necessary actions to ensure telephone upon receipt of such request. Moreover, the Board of Directors shall be entitled to make any decision or take any action upon written agreement without holding a meeting and such decision or action shall be deemed legitimate.

13.2

The time, date, place and agenda for regular meetings of the Board of Directors shall be determined by the Board of Directors at the previous regular meeting. The time, date, place and agenda for any regular meeting may be changed by the Chairman of the Board of Directors upon notification of all members of the Board of Directors against signature, via telex or telefax or by registered mail within 2 (two) days before the settled date of the meeting.

13.3

Extraordinary meetings of the Board of Directors may be convened by the Chairman at his/her own discretion or at the request of any member of the Board of Directors, Audit Committee, the Auditor of the Company or the General Director of the Company for purposes of discussing one or several individual matters. The notice of such meeting shall be sent to the members of the Board of Directors in the manner prescribed by Article 13.2 of the Articles of Association and shall state the agenda which specifies the questions to be voted upon.

13.4

The quorum for holding the any meeting of the Board of Directors of the Company shall be at least half of the number of the elected members of the Board of Directors of the Company (when determining the quorum the votes of members of the Board of Directors who participate in the meeting over the telephone and/or sent their written opinion concerning the items on the agenda of the respective meeting of the Board of Directors of the Company as specified in Article 13.1 above shall also be taken into account). Should the number of the members of the Board of Directors of the Company be less than the quorum as a result of resignation or death of one or several members, the remaining members of the Board of Directors of the Company must immediately convene an extraordinary General Meeting of Shareholders in order to elect the new members of the Board of Directors.

13.5

All resolutions at any meeting of the Board of Directors of the Company shall be passed by a simple majority of votes of the members of the Board of Directors of the Company who take part in such meeting, unless otherwise specified by these Articles of Association or the applicable laws. No transfer of the voting right by any member of the Board of Directors of the Company to any other person, including, without limitation, any other member of the Board of Directors of the Company, shall be allowable.

13.6	Minutes of any meeting of the Board of Directors of the Company shall be executed within 3 (three) three days upon holding thereof and shall be signed by the Chairman of the Board of Directors. The Chairman of the Board of Directors shall be responsible for accuracy of the minutes.

Article 14. Scope of Competence of the Board of Directors

14.1	The Board of Directors of the Company shall carry out general management of all affairs of the Company, except for any matters referred by the applicable laws and these Articles of Association to the scope of competence of the General Meeting of Shareholders.

14.2	The following matters fall under the competence of the Board of Directors:

14.2.1

determining priority areas of business of the Company;

14.2.2

convening of annual and extraordinary General Meetings of Shareholders;

14.2.3

approval of the agenda of any General Meeting of Shareholders;

14.2.4

determining the date for making the list of persons entitled to take part in the General Meeting of Shareholders, as well as any other matters related to convening, preparation and holding of such General Meetings of Shareholders;

14.2.5

submission of proposals to the General Meeting of Shareholders for making decisions on the matters specified in Articles 11.3.6-11.3.8, 11.4.4, 11.4.8-11.4.13 above;

14.2.6

Company’s placement of any bonds and any other securities of the Company;

14.2.7

determining a price (money value) of the property, price of placement and repurchase of the securities in cases stipulated by the effective laws;

14.2.8

acquisition of any shares, bonds and any other securities placed by the Company, as well as carve-out thereof in cases stipulated by the effective laws;

14.2.9

election and early termination of powers of the General Director of the Company, as well as decisions concerning any matters related to the conditions of hiring and remuneration of labour of the General Director of the Company;

14.2.10

submission of proposals to the General Meeting of Shareholders concerning the amount of remuneration for the members of the Audit Committee and determination of the amount of remuneration for the independent auditor of the Company;

14.2.11

recommendations on the amount of the dividend on the shares and the procedure of payment thereof;

14.2.12

usage of the Reserve Fund and any other funds of the Company;

14.2.13

approval of any internal documents of the Company, except for any internal documents which approval is referred by the Law and these Articles of Association to the scope of competence of the General Meeting of Shareholders, as well as any other internal documents of the Company which approval is referred by these Articles of Association to the scope of competence of the General Director;

14.2.14

setting up of any branches and opening of any representative offices of the Company;

14.2.15

approval by a majority of votes of any major transaction falling outside the scope of the Company’s normal course of business as per the effective laws;

14.2.16

approval of any non-arm’s length transaction or interconnected transactions as per the effective laws;

14.12.17

taking into account the provisions of Article 11.3.6 above, making decision on approval of a transaction or transactions in connection with acquisition or assignment, or possible direct or indirect assignment of property by the Company, pledge, mortgage or any other encumbrance on the property which is possessed by the Company as a property or under any other rights, provision of surety by the Company, the cost of which exceeds 5 (five) percent of the balance sheet value of the Company’s assets (as per the Company’s accounting data over the last reporting period which precedes the date of closing the respective transaction), providing that such limit shall not apply to any transaction made in the normal course of business;

14.2.18

at the request of the General Director – approval and early termination of power of deputies of the General Directors and the chief accountant of the Company, resolution of any issues connected with remuneration of labour thereof and terms and conditions for hiring thereof;

14.2.19

establishment and liquidation of subsidiary and affiliated legal entities of the Company, acquisition and sale of shares, equity interests or other types of interest in other legal entities;

14.2.20

exercise of voting rights and other types of interest in managing the legal entities, both in the form of shares, equity interests in the authorized (pooled, etc.) capital of such legal entities, owned, used or managed by the Company, and provided to the Company under any contracts and agreements;

14.2.21

obtaining and granting of any loans or credits (with the exception of loans obtained from the company’s shareholders), including loans granted to its employees to the total amount above 5 (five) percent of the balance sheet value of the Company’s assets as per the Company’s accounting data over the last reporting period which precedes the date of entering into the respective loan or credit agreement or granting of a delay in payment under any contracts and agreements;

14.2.22

approval of investments and other expenses of the Company to the amount above 100 000 USD (or its equivalent in rubles or any other foreign currency);

14.2.23

making of decision on approval of any bill of exchange operation of purchasing, assigning, encumbering or provision of intellectual property items (including industrial property) to third parties, in particular: invention, utility model, industrial pattern, trademark, service mark, designation of origin, brand name, know-how, technical innovation, item of copyright and associated rights as per the definitions given in the laws of the Russian Federation;

14.2.26

other matters referred by the effective laws and these Articles of Association to the scope of competence of the Board of Directors.

Article 15. Election and Early Termination of Powers of the General Director

15.1	The General Director shall be the sole executive body managing the operational activities of the Company.

15.2	Election and early termination of powers of the General Directors shall be carried out by the Board of Directors.

15.3

In addition to the powers of the General Director stipulated by these Articles of Association and the effective laws, the rights and liabilities of the General Director shall be determined in the labour contract concluded with him/her, which shall be signed on behalf of the Company by the Chairman of the Board of Directors or any other person authorized to do so by the Board of Directors.

15.4	The General Director may not act as the Chairman of the Board of Directors or a member of the Internal Audit Committee (Internal Auditor).

Article 16. Powers of the General Director

16.1

To the extent not referred by these Articles of Association and the effective laws to the scope of competence of the General Meeting of Shareholders of the Board of Directors, providing there are no other limits stipulated in the resolutions of the General Meeting of Shareholders of the Board of Directors, acting with full authority on behalf of the Company, the General Director shall:

16.1.1

dispose of the property of the Company, including its money funds;

16.1.2

open, manage and close the bank accounts of the Company ;

16.1.3

executes the agreements on behalf of the Company and ensures performance thereof;

16.1.4

bear responsibility for the development of the staffing policy regulations, submits such regulations for approval to the Board of Directors and, upon such approval, ensures compliance therewith;

16.1.5

develop the Company’s policy concerning segregation of duties and job descriptions for the Company’s officers;

16.1.6

hire and dismiss employees of the Company; nevertheless, the deputies of the General Director and the chief accountant shall be appointed upon preliminary approval by the Board of Directors;

16.1.7

make decisions and issues orders concerning operational issues of the internal affairs of the Company;

16.1.8

issue powers of attorney on behalf of the Company;

16.1.9

prepare the necessary materials and proposals to be submitted for consideration by the Board of Directors or the General Meeting of Shareholders, and ensure implementation of decisions thereof;

16.1.10

represent the Company with the state and other authorities, organizations and institutions;

16.1.11

submit the annual consolidated financial plans and budgets for approval by the General Meeting of Shareholders on or before 30 November each year, as well as capital investment budgets and annual statements;

16.1.12

ensure compliance of the Company with the provisions of the effective laws; and

16.1.13

make decisions concerning any other issues of operational activities of the Company required to achieve its objectives providing such issues are not referred to the scope of competence of the General Meeting of Shareholders or the Board of Directors.

Article 17. Internal Audit Committee (Internal Auditor)

17.1

To control the financial and business operations of the Company the General Meeting of Shareholders shall elect the Internal Audit Committee (Internal Auditor) of the Company for the term up to the next-coming Annual General Meeting of Shareholders. The members of the Internal Audit Committee (Internal Auditor) of the Company may not at the same time act as members of the Board of Directors of the Company or hold any other positions in any management bodies of the Company.

17.2

The Internal Audit Committee (Internal Auditor) shall audit the Company’s performance results over the year. The Internal Audit Committee (Internal Auditor) shall also be entitled to perform other types of audit of the Company’s activities at its own discretion pursuant to the resolution of the General Meeting of Shareholders or the Board of Directors or at the request of shareholders who in aggregate hold at least 10% (ten percent) of the Company’s voting shares. The amount of compensation (if any) for the Internal Audit Committee (Internal Auditor) shall be determined by the General Meeting of Shareholders.

17.3	In the course of performing its functions the Internal Audit Committee (Internal Auditor) shall be entitled to demand that the persons acting as members of management bodies of the Company and officers submit the documents on the financial and business operations of the Company.

17.4

The Internal Audit Committee (Internal Auditor) shall submit the results of the audits to the General Meeting of Shareholders. The Internal Audit Committee (Internal Auditor) shall be entitled to convene an extraordinary General Meeting of Shareholders if such meeting is not convened by the Board of Directors at the request of the Internal Audit Committee (Internal Auditor).

Article 18. Financial Documents, Accounting and Audit

18.1	The financial year of the Company shall be the calendar year.

18.2	The Company shall keep accounts and state the financial results in rubles. The Company shall also be entitled to keep accounts in one or several foreign currencies pursuant to the instructions issued by the Board of Directors.

18.3

Any financial documents, statistical, accounting and periodical financial statements shall be prepared and, as required, shall be submitted to the relevant state authorities and the General Meeting of Shareholders in compliance with these Articles of Association and the generally accepted Russian accounting principles.

18.4	The General Director shall be responsible for management, execution and keeping by the Company of accounts, accuracy of the data contained therein and timely presentation of the annual statements and financial reports for approval to the Board of Directors and the General Meeting of Shareholders.

18.5

The accuracy of the data contained in the annual financial reports, accounting balance sheet and the profit and loss statement shall be acknowledged by the Internal Audit Committee (Internal Auditor). Moreover, the audit of the annual financial reports and accounting statements shall be performed by an independent auditor appointed by the General Meeting of Shareholders. Such independent auditor shall present its opinions on compliance of the annual financial reports, accounting balance sheet and the profit and loss statement of the Company with the effective rules and the generally accepted Russian accounting principles.

18.6	The General Director shall submit the annual financial reports and accounts approved by the Internal Audit Committee (Internal Auditor) and the External Auditor of the Company to the Board of Directors for approval.

18.7

The Company shall keep and provide access to the Shareholders (at their request) during normal working hours at the premises of the General Director to any accounting and financial documents and data, as well as minutes of any General Meeting of Shareholders and any meeting of the Board of Directors, as well as other internal, financial and accounting documents pursuant to the effective laws for examination purposes. The Shareholders or their authorized representatives shall be entitled to obtain copies of financial data and other documentation and to export them outside the Russian Federation to the extent required for purposes of any tax declarations and financial reports prepared by such shareholders or any other legitimate purposes, unless otherwise prescribed by the effective laws.

Article 19. Transfer of Shares

19.1

The Shareholders of the Company shall have the pre-emption right to acquire any shares which any Shareholder might intend to sell to any third party on a pro rata basis in relation to all Shareholders exercising such right in compliance with the provisions of these Articles of Association and the effective laws.

19.2

The Shareholder, intending to sell his/her/its share to a person, is obliged to notify other shareholders and the Board of Directors about this via telex or fax specifying the exhaustive information on such operation. Other shareholders shall notify the selling Shareholder and the Board of Directors in writing via telex, fax or by any other means within 45 (forty five) days of the date of receipt of such notification on the intent to purchase the shares of the selling shareholder on terms and conditions specified in such Shareholder’s notice. In the event the other Shareholders make no notice of their intentions to purchase the offered shares or refuse to purchase the shares within the specified period of 45 (forty five) days, the pre-emption right shall be forfeited. The Company shall be entitled, at the resolution of the Board of Directors, within 10 (ten) days after expiration of the specified period to notify the selling Shareholder of its intent to purchase the Company’s shares held by the selling Shareholder, providing that such shares are not purchased by other Shareholders as described above; otherwise, the selling Shareholder shall be entitled to sell such shares to the third party under the initial conditions.

19.3

In each case in order to sell, transfer or concede any shares of the Company it shall be necessary to submit to the Company the properly executed transfer order signed by the transferring shareholder and the purchaser of the shares in order to reflect the respective transfer in the Register of Shareholders. The Company shall make a respective record in the Register of Shareholders and shall present an abstract from the Register of Shareholders which confirms the transfer of shares to the purchaser within 3 (three) days of the date when the specified transfer order was received.

19.4

These Articles of Association, as well as any resolutions, acts and agreements, approved or made on behalf of the Company in relation to the rights and liabilities of the shareholders shall apply to any successor or any other person who purchases the shares of the Company as of the date of concession or transfer. Such successor or person shall execute any agreements required for such concession or transfer.

Article 20. Dividends, Profit and Loss

20.1	At the end of the first quarter, half-year period, nine months of the financial year and/or based on the financial year results, the Company, at the discretion of the Board of Directors, may take decision (declare) to pay out the dividends on the placed shares.

20.2

The dividends shall be declared and paid by the Company out of its undistributed net profits remaining after the allocations to the Reserve Fund and payment of all taxes due. The amount of dividends may not exceed the amount recommended by the Board of Directors. Moreover, the Company may not declare the dividends in the event the Authorized Share Capital of the Company has not been paid in full, or the value of the net assets of the Company is less than its Authorized Share Capital, the Reserve Fund, as well as under other circumstances prescribed by the effective laws.

20.3

The list of persons entitled to receive the dividends shall be made by the Company as of the date of making the list of Shareholders entitled to participate in the general Meeting of Shareholders where the decision on payout of the respective dividends is made. No dividends shall be accrued and paid on the shares reflected on the balance sheet of the Company.

20.4	Payment of dividends may be effected in the form of money (check, bank payment order, postal money order or any other approved form of payment), securities, in the form of commodities, shares or bonds.

20.5	The date of payment of dividends shall be determined by the General Meeting of Shareholders at its discretion, but not later than 60 (sixty) days of the date when the decision to pay out the dividends was made.

20.6

The amount of the declared dividends shall not include the taxes (if any) levied on the shareholder in relation to such dividends. The Company shall withhold and transfer to the state budget all relevant taxes prior to the payout of dividends to the Shareholder in the amount required by law. The dividends payable to any foreign Shareholder may be transferred abroad in a freely convertible currency pursuant to the laws of the Russian Federation and the obligations of the Russian Federation under any international treaties.

Article 21. Confidentiality

21.1

Any confidential information, technical data and production secrets, including, but not limited to, any technical specifications, plans, designs, data and concepts (Confidential Information) belonging to the Company or provided by any shareholder, officer or employee of the Company (the Source) to any other person or Company shall be used exclusively for the purposes of the Company’s activities subject to the constrains specified below.

21.2

In the course of existence of the Company and upon its liquidation the Company and its former and current Shareholders must keep confidential, protect and refrain from disclosure to third parties, making every effort to prevent such disclosure on behalf of its former and current shareholders, officers, employees, agents and representatives, the contents of discussions and meetings of the Board of Directors, as well as any other Confidential Information on any shareholder or Company, obtained in the course of existence of the Company, with the following exceptions:

21.2.1

any information that has become available to the general public prior to the date of disclosure thereof through no fault of the Company or the disclosing Shareholder;

21.2.2

any information that has been available to the Company or the disclosing Shareholder from external sources prior to the receipt of such information from the Source (providing that the Source was immediately notified of the fact that such information was obtained);

21.2.3

any information provided in response to any official inquiry made by the state authorities, courts or any other authorities which the Company or the disclosing shareholder is responsible before, to the required extent and only in the event that all the legal and administrative remedies which the Company or its Shareholders deemed reasonable in order to prevent or constrain such disclosure have been used in full; and

21.2.4

any information disclosed with the preliminary written consent of the Source.

21.3	The Company shall execute the non-disclosure and non-use agreements with its respective Shareholders, officers, employees, suppliers, agents and representatives in the form established by the General Meeting of Shareholders.

21.4

Any Confidential Information and copies of any documents containing such information shall be returned to the Source within 30 (thirty) days upon reorganization or liquidation of the Company or, in the event of withdrawal of a shareholder from the Company, within 30 (thirty) days of such withdrawal.

Article 22. Reorganization and Liquidation of the Company

22.1

Any reorganization of the Company may be brought into effect in a form of merger, takeover, demerger, split-off and transformation or liquidation either on voluntary basis or on the basis of a court ruling. Any reorganization or liquidation of the Company shall be effected in compliance with these Articles of Association and the effective laws.

22.2

The resolution on reorganization or liquidation of the Company shall be passed by the General Meeting of Shareholders by a 75% (seventy five percent) majority of votes of Share Shareholders possessing the voting shares of the Company and participating in the General Meeting of Shareholders. In the event of reorganization the General Meeting of Shareholders shall approve the certificate of transfer or demerger financial statement, after which the General Meeting of Shareholders shall notify in writing all creditors of the Company on the reorganization (if such notification is required by the effective laws). In the event of liquidation of the Company the General Meeting of Shareholders shall appoint a liquidation committee (the Liquidation Committee) comprising 3 members.

22.3

The Liquidation Committee shall be responsible for notification of the creditors on the reorganization of the Company, recovery of the Company’s debts receivable, preparation and submitting the interim and final liquidation balance sheets for approval by the General Meeting of Shareholders and, in compliance therewith, sale of the Company’s property, settlement of unsettled creditors’ claims and distribution of property remaining in the Company’s possession upon discharge of the creditors’ claims (the Liquidation Surplus) among the Shareholders in proportion to the number and category of shares held by them in compliance with the effective laws. The Liquidation Committee shall have all the necessary authorities to manage the Company’s affairs during the liquidation thereof and shall act as the Company’s representative, including in court, commercial court or court of arbitration.

22.4

On behalf of the General Meeting of Shareholders the Liquidation Committee shall immediately notify the relevant registration authorities on the resolution to liquidate the Company and appoint the Liquidation Committee. The Liquidation Committee shall also submit the interim and final liquidation balance sheets for approval to the relevant registration authorities and, upon settlement of all creditors’ claims and distribution of funds obtained as a result of liquidation among the Shareholders, shall annul the state registration of the Company with the relevant registration authorities, close any bank accounts of the Company and annul the state registration of the Company with any other relevant registration authorities and agencies.

22.5	The Company shall cease to exist from the moment of making the respective record on liquidation thereof in the Unified State Register of Legal Entities maintained by the relevant registration authority.

22.6

The Shareholder shall be entitled at his/her/its discretion to receive the share of the Liquidation Surplus which is owed to him/her/it in the natural form, in the form of all or part of tangible assets contributed by him/her/it as payment for the Company’s shares upon settlement of the creditors’ claims and distribution of liquidation amounts for satisfaction of the priority rights of other shareholders in compliance with the effective laws. In such event the Liquidation Committee shall ensure performance of all respective formalities, including those connected with re-export of tangible assets and ensure re-export of such assets on a duty-free basis, unless the shareholder decides to dispose of such assets otherwise.

22.7

The value of any such assets being assigned to the Shareholder upon liquidation of the Company shall be their balance sheet value as of the date of the liquidation resolution. Such value shall be withdrawn from the total amount of assets owed to the Shareholder in the event of liquidation of the Company.

22.8

The respective share of the Liquidation Surplus assigned to the foreign shareholder pursuant to this Article in the form of money and/or in the natural form shall be subject to free repatriation in compliance with the provisions of the effective laws and international treaties of the Russian Federation.

22.9	In the event of liquidation under the court ruling the court shall appoint a liquidation committee and liquidate the Company pursuant to the terms and conditions of these Articles of Association, the effective laws and the directions of the court.

22.10

Upon completion of the liquidation procedure all permanent records and documents related to the Company’s staff (order, personal files, etc.) shall be submitted to the custody of archive institutions of the Russian Federation in compliance with the effective laws. the Company shall arrange and submit the documents to the custody pursuant to the requirements of archive institutions at its own expense.

Article 23. Governing Law and Arbitration

23.1	The Shareholders shall seek to resolve amicably any differences, disputes or claims which may arise between the Shareholders or a Shareholder and the Company in relation to these Articles of Association by means of negotiations guided by the principles of mutual understanding and cooperation.

23.2	Should any difference, dispute or claim specified in Article 23.1 of these Articles of Association not be resolved within 90 (ninety) days by means of amicable negotiations, such difference, dispute or claim may be submitted to the court in compliance with the laws of the Russian Federation.

Article 24. Final Provisions

24.1

The General Director shall ensure that the Company keeps the original copies (or notarized copies) of the following documents: (i) Articles of Association of the Company, amendments and additions to the Articles of Association registered in accordance with the established procedure, the Resolution on incorporation of the Company as a result of reorganization, certificate of the state registration of the Company; (ii) documents certifying the rights of the Company in the property reflected on its balance sheet; (iii) internal documents of the Company approved by the General Meeting of Shareholders and other management bodies of the Company; (iv) provisions on the branch(es) and/or representative office(s) of the Company; (v) annual statements; (vi) prospectuses of issue of the Company’s shares; (vii) accounting records; (viii) accounting statements to be submitted to the respective state authorities; (ix) minutes of the General Meetings of Shareholders, meetings of the Board of Directors and the Internal Audit Committee (Internal Auditor); (x) lists of affiliated persons and entities of the Company specifying the

number and category (type) of shares owned by them; (xi) opinions of the Internal Audit Committee (Internal Auditor), the independent auditor of the Company, state and municipal financial supervision bodies; (xii) documents on the staff of the Company; as well as (xiii) other documents required by the effective laws.

24.2

Unless otherwise expressly stipulated in these Articles of Association, any notification, consent or agreement being sent in connection with these Articles of Association, must be executed in writing and delivered personally or by registered mail with acknowledge of receipt (for notifications sent within the Russian Federation) or (for notifications sent abroad) via telefax with acknowledge of receipt, via air service, to the addresses specified in the Register of Shareholders which may be changed (if necessary) upon the respective notification. All notifications shall be deemed legitimate upon receipt thereof.

24.3	Headings used in these Articles of Association shall not affect the interpretation thereof.

24.4	Should any of the provisions of these Articles of Association be or become invalid, this shall not affect the validity of other provisions of the Articles of Association. The invalid provision must be replaced by another provision having the intent as close as possible to that of the replaced one.

24.5	These Articles of Association shall become effective from the moment of the state registration thereof pursuant to the effective laws.

[stamp]: [illegible] year two thousand [illegible]

[illegible] Larisa Vladimirovna, notary public of the Novosibirsk notarial district, do hereby certify that this is a true and complete copy of the original document. In the latter no erasures, interlineations, crossed out words and other unauthorized corrections or peculiarities have been found.

Registered in the register under the number [illegible]

[illegible] fee received (as per the tariff) [illegible] rubles.

[signed]

[seal]: first line: [illegible]

second line: Kuzmenok Larisa Vladimirovna, Notary Public

third line: Novosibirsk notarial district

fourth line: location: Novosibirsk

fifth line: Taxpayer Identification Number (INN): [illegible]

[seal]: first line: [illegible]

second line: [illegible]

third line: Russian Alcohol Group

[seal]: [illegible]

[stamp]: Total bound and sealed 20 (twenty) pages

General Director of Managing Organization

Russian Alcohol CJSC

Carlo Radicati di Primeglio

[signed]

[seal]: [illegible]

[stamp]: [illegible]

24 February [illegible] 9

[illegible] 1075475004087

[illegible] 2095475014809

Deputy Director of [illegible]

[signed] [illegible]

[stamp]: [illegible]

EX-99.T3A.15 16 d483104dex99t3a15.htm CHARTER Charter

Exhibit T3A.15

APPROVED BY

OOO “Glavspirttrest”

SOLE PARTICIPANT

LATCHEY LIMITED

dated 30 December 2009

CHARTER

OF LIMITED LIABILITY COMPANY

“Glavspirttrest”

(new version)

Pushkino

2009

Charter of OOO “Glavspirttrest”

ARTICLE 1.

GENERAL PROVISIONS

1.1.

Limited Liability Company “Glavspirttrest” (the “Company”) has been established under the Civil Code of the Russian Federation, Federal Law On Limited Liability Companies No. 14-FZ dated 08/02/1998 (the “Law”) and is governed in its activity by the aforementioned laws, other acts of applicable law and this Charter.

1.2.	The Company has been established for an indefinite term.

ARTICLE 2.

COMPANY NAME, LOCATION, BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

2.1.	The full corporate name of the Company is:

in Russian: LOGO

Abbreviated corporate name of the Company:

OOO LOGO

2.2.	Name of the Company in English: OOO “Glavspirttrest”

2.3.	Location of the Company: 46 Oktyabrskaya st., Pushkino, 141200, Pushkino District, Moscow Oblast, Russian Federation.

The location of the Company is determined by the place of its state registration.

2.3.

The Company is entitled to establish branches and open representative offices in the Russian Federation and outside it under applicable law, including legislation of foreign states whose territory accommodates such branches and representative offices unless otherwise provided for by international treaties of the Russian Federation.

ARTICLE 3.

PURPOSES AND ACTIVITY TYPES OF THE COMPANY

3.1.

The principal purpose of the Company is to derive profits from production, commercial, investment and other activity types which are not prohibited by applicable law in the Russian Federation and outside it, including from: (a) production and trade of alcoholic beverages (including their bulk purchase, storage and supply, as well as their retail trade) and other excisable goods, foodstuffs, non-alcoholic beverages, consumer goods, and producer goods, (b) trading and purchasing activity, including wholesale and retail, and commission trade, which includes trade in foodstuffs, alcoholic beverages and tobacco products, rendering of warehouse services, (c) establishment and management of retail and wholesale alcoholic beverage sales networks, (d) organization and operation of production of food products and foodstuffs, (e) establishment and operation of public catering enterprises, (f) transport and forwarding services, cargo carriage, repair and maintenance of transport, operation of motor vehicles and parkings, (g) rendering of domestic services to population, (h) technical, repair, warranty and after-sales services for production, industrial and domestic equipment, (i) scientific and technical, design and information research and development, (j) rendering of mediation, marketing (including the

Charter of OOO “Glavspirttrest”

granting of licences to use trademarks and trade names), innovation, engineering, consulting, information and advertising services, management and other services, (k) organization and holding of selling exhibitions, auctions, seminars, etc., (l) attraction of investments and investment of funds in enterprises for production and sale of alcoholic and other beverages, and in other enterprises in the Russian Federation and abroad, (m) management of such enterprises both using own resources and in cooperation with third parties, (n) organization of efficient sales of products produced by enterprises being invested, and from other related activity types.

3.2.	The Company may engage in any activities with the aim of accomplishing the aforementioned purposes within the limits established by applicable law and subject to obtaining all necessary licenses or permits, including to:

3.2.1.

acquire, own, use and dispose of any real property (including, without limitation, land plots, buildings and structures) and movable property (including securities and participation interest in business companies), and property rights;

3.2.2.

carry out investment activity in any kinds and forms as permitted by the laws of the Russian Federation;

3.2.3.

carry out production activity of whatsoever character, including creation of new items (including their construction) of movable and real property, their operation, repair and service;

3.2.4.

carry out trading activity, including import and export operations, wholesale and retail trade;

3.2.5.

carry out any other activities as may be necessary and desirable for accomplishing the purposes of the Company.

ARTICLE 4.

LEGAL STATUS OF THE COMPANY

4.1.

The Company is a legal entity established in the form of a limited liability company under the laws of the Russian Federation. The Company keeps accounts, has bank accounts and may on its ownbehalf enter into contracts, acquire property and personal non-property rights, assume and perform obligations, sue and be sued in courts, arbitration courts and tribunals in the Russian Federation and outside it. The Company may have subsidiaries and dependent business companies vested with rights of a legal entity both in the Russian Federation and outside it.

4.2.	The Company acquires its rights as a legal entity from the moment of its state registration.

4.3.

The Company is liable for its obligations only to the extent of the value of its property and is not liable for obligations of its Participants. Except for the cases provided for by law, the Participants are not liable for obligations of the Company and bear the risk of losses associated with the Company’s activities to the extent of the value of their shares in the Charter Capital of the Company. Company Participants who have not paid for their Shares in full are jointly and severally liable for its obligations to the extent of the value of the unpaid portion of their Shares in the Company’s Charter Capital.

Charter of OOO “Glavspirttrest”

4.4.

The Company has a round seal, the specimen of which is approved by the General Director of the Company (the “General Director”). The Company’s seal shall indicate the location and full corporate name of the Company in Russian. The Company’s seal may also contain its full or abbreviated name in English.

The Company may have stamps and letterheads bearing its corporate name, and may have its own logo, as well as a duly registered trademark and other means of individualization.

4.5.	The Company is obliged to register and/or notify the competent registration authorities of any amendments to the Company’s Charter in accordance with the procedure and within the terms which are established by applicable law.

ARTICLE 5.

COMPANY PARTICIPANTS (“PARTICIPANTS”)

5.1.	Both individuals and legal entities may be Participants of the Company. Government and local self-government bodies may not be Company Participants unless otherwise is provided for by federal law. The number of Company Participants shall not be more than fifty.

5.2.

The information on the size and nominal value of the Share of each Company Participant is subject to inclusion in the unified state register of legal entities pursuant to the federal law on the state registration of legal entities. The information to be included at the Company’s establishment on the nominal values of the Shares of the Company Participants is determined on the basis of the provisions of the Company’s foundation agreement or its sole founder’s resolution, including if such shares have not been paid for in full and are subject to payment in the manner and within the term prescribed by the Law.

5.3.

The Company maintains the list of Company Participants to record information about each Company Participant, the size of his Share in the Company’s Charter Capital and its payment, as well as about the sizes of the Shares held by the Company and the dates of their transfer to or acquisition by the Company. The Company is obliged to procure the maintenance and upkeeping of the list of Company Participants pursuant to the requirements of the Law.

5.4.

Admission of new participants to the Company (participants of the Company are hereinafter referred to as the “Participants”), withdrawal and expulsion of Participants from the Company, as well as transfer of the Participant’s Share of a portion thereof to another Participant or to third parties is carried out under applicable law and this Charter.

ARTICLE 6.

CHARTER CAPITAL: PARTICIPANTS’ SHARES IN THE COMPANY’S CHARTER CAPITAL

6.1.	The Charter Capital is comprised of the nominal values of its Participants’ Shares. The size of the Participant’s Share in the Charter Capital is expressed in percent.

6.2.	The Charter Capital of the Company (the “Charter Capital”) constitutes 2,600,000 (two million six hundred thousand) roubles.

6.3.	The Company’s Charter Capital was paid for by the Participants by 100% at the time of state registration of the new version of the Company’s Charter.

6.4.	Additional contributions to the Charter Capital may be made in Russian roubles and in a foreign currency, and/or in kind in the form of construction materials,

Charter of OOO “Glavspirttrest”

machinery and equipment, buildings, structures, motor vehicles and other property, securities, rights to use land, water and other natural resources, buildings, structures, machinery and equipment, as well as other property rights, including intellectual property rights and other rights, having a monetary value to the extent to which it is permitted by law.

6.5.

The monetary value of additional in-kind contributions to the Charter Capital is subject to approval by the decision of the General Company Participants Meeting (the “General Meeting”) to be passed by all Company Participants unanimously. The monetary value of any such in-kind contributions is determined on the basis of the market value of the property being contributed. In those cases where it is required by applicable law, such monetary value of additional in-kind contributions is determined by an independent valuer.

6.6.	Contributions to the Charter Capital which are expressed or evaluated in a foreign currency shall be recorded in the Company’s account books in roubles at the official exchange rate of the Central Bank of the Russian Federation as of the date of the contribution.

6.7.

The Charter Capital may be increased by: (i) using own assets of the Company, (ii) using additional contributions of its Participants, and/or (iii) using contributions of third parties being admitted to the Company. The decision to increase the Charter Capital by using additional contributions of its Participants is made at the General Meeting by at least two-thirds’ majority vote of the total number of votes held by the Participants. The decision to increase the Charter Capital based on the Participant’s application (Participants’ applications) for making an additional contribution, and/or based on the third party’s application (third parties’ applications) for its admission to the Company and for making a contribution is adopted at the General Meeting unanimously. The increase of the Charter Capital may be put to vote only provided that all previous contributions to the Charter Capital have been paid for in full.

6.8.	If the Charter Capital is increased by using own assets of the Company, the nominal value of the Shares of all Participants is increased proportionally, without changing the percentage of the Participants’ Shares.

6.9.

If the Charter Capital is increased by using additional contributions by all Participants, the General Meeting shall determine the total value of the additional contributions as well as the ratio, which is uniform for all Participants, between the value of the Participant’s additional contribution and the amount by which the nominal value of his Share will be increased. The increase of the nominal value shall not exceed the value of the additional contributions.

6.10.

Each Participant is entitled to make an additional contribution to the Charter Capital within 2 (two) months after the date when the General Meeting made the decision under Article 6.9 of this Charter (or a longer term which may be approved by the General Meeting). Each Participant’s Share in the additional contribution shall not exceed such Participant’s Share in the Charter Capital before increasing the Charter Capital.

6.11.

The General Meeting shall make an additional decision on the approval of the results of increasing the Charter Capital and on making the respective amendments to the Company’s Charter within 1 (one) month of expiry of the term of making an additional contribution which is set in Article 6.10 hereof. The nominal value of the Share of each Participant who made an additional contribution is increased in the proportion determined pursuant to Article 6.9 of this Charter.

Charter of OOO “Glavspirttrest”

6.12.

The General Meeting may make a unanimous decision to increase the Charter Capital on application of one or more Participants, or on application of one or more third parties who wish to become Participants. Such application shall contain the size and composition of the expected contribution, procedure for and term of making such contribution, as well as the Share which the Participant or a third party wishes to acquire in the Charter Capital. The application may also contain additional terms and conditions in respect of the contribution and participation in the Company.

6.13.

Simultaneously with the decision under Article 6.11 hereof to increase the Charter Capital, the General Meeting shall make a unanimous decision to make the respective amendments to the Company’s Charter, increase the Share of one or more Participants, and, if necessary, a decision to change the distribution of the Shares in the Company. The nominal value of the Share being transferred to the respective Participant or third party shall not exceed the value of the respective contribution to the Charter Capital.

6.14.

Additional contributions by Company Participants and contributions by third parties shall be made not later than within six months from the date when the General Company Participants Meeting made the decisions provided for by paragraphs 6.12 and 6.13 of this Charter.

6.15.

The application for state registration of the amendments, reflecting the increase in the Charter Capital, to the Company’s Charter which has been signed by the General Director of the Company, and other documents for state registration in connection with increasing the Company’s Charter Capital, increasing the nominal value of the Shares of the Company Participants who have made additional contributions, admission of third parties to the Company, determination of the nominal value and size of their Shares and, if necessary, in connection with changing the Company Participants’ Shares, as well as documents confirming that the Company Participants or third parties have made their additional contributions or contributions in full shall be submitted to the authority performing the state registration of legal entities within one month from the date of making the decision provided for by paragraph 6.13 hereof or from the date of making additional contributions by the Company Participants or third parties.

The application confirms that the Company Participants or third parties have made their additional contributions or contributions in full. During three years from the time of state registration of the respective amendments to the Company’s Charter, the Company Participants are jointly and severally liable, should the Company’s assets be insufficient, for its obligations to the extent of the value of the additional contributions which have not been made.

6.16.

Should the terms established in Articles 6.10, 6.11, 6.14 and 6.15 hereof be breached, the respective increase in the Charter Capital is deemed as though it did not take place. In such case, the contributions made earlier to the Charter Capital in connection with such increase shall be returned within a reasonable period of time to the respective Participants and third parties who participated in the increase of the Charter Capital.

6.17.

The Charter Capital may be decreased by the decision of the General Meeting which has been adopted unanimously by all Participants provided that decreasing the Charter Capital is possible only after notifying all creditors of the Company thereof and performing other actions provided for by applicable law.

6.18.

If the value of the Company’s net assets proves to be less than the Charter Capital at the end of the second and each subsequent financial year after the registration of the Company, the Company is obliged to declare that the Charter Capital is decreased and have such decrease registered in accordance with the established procedure.

Charter of OOO “Glavspirttrest”

Should the net asset value be less than the minimum Charter Capital established by law, the Company is subject to liquidation. The Company is obliged to decrease its Charter Capital in all other cases where such decrease is required by applicable law.

6.19.

The documents for state registration of amendments being made to the Charter in connection with decreasing the Company’s Charter Capital and changing the nominal value of the Company Participants’ Shares shall be submitted to the authority performing the state registration of legal entities within one month from the date of sending the latest notice of decreasing the Company’s Charter Capital and its new size to creditors.

Such amendments enter into force for third parties from the time of their state registration.

6.20.

The Company or its Participants are exempt, to the extent provided for by applicable law, from customs duties and VAT for imports of property being contributed in kind to the Charter Capital (including also when the Charter Capital is increased).

ARTICLE 7.

RIGHTS AND OBLIGATIONS OF COMPANY PARTICIPANTS

7.1.	Each Participant has the right to participate in management of the Company by taking part in the work of the General Participants Meeting and voting at it. The number of votes which each Participant has is proportionate to his Share in the Charter Capital.

7.2.

Each Participant has the right to receive from the Company any information related to the Company’s activities. A Participant is entitled at all times to familiarize himself with the Company’s Charter, as well as with account books and internal regulatory documents of the Company. The aforementioned information shall be provided, and copies of the Charter, accounting reporting documents and internal regulatory documents of the Company shall be sent to a Participant free of charge within 3 (three) days upon receipt of the request from the Participant.

7.3.

Each Participant has the right to receive a share during distribution of the Company’s profits, of which the General Meeting notifies from time to time, and a share in the Company’s assets in the event of liquidation of the Company (after satisfying creditors’ claims pursuant to applicable law) proportionally to such Participant’s Share in the Charter Capital.

7.4.	Subject to provisions of applicable Russian law, each Participant is entitled at all times to sell or otherwise dispose of his Share in the Charter Capital or a portion thereof to another Company Participant with the consent of the other Participants.

7.5.	In addition to the rights provided for in Article 7.4 hereof, each Participant is entitled at all times to sell or otherwise transfer his Share or a portion thereof to any third party under Article 16 of the Charter.

7.6.

Each Participant pays for his Share in the Charter Capital in the manner, scope and within the term as prescribed by this Charter and in accordance with the General Meeting’s decisions that have been made on its basis. Participant’s failure to make a full contribution to the Charter Capital within an established term entails the accrual of interest on the unpaid portion of the contribution at the rate established by a decision of the General Meeting.

Charter of OOO “Glavspirttrest”

7.7.	A Participant may withdraw at all times from the Company by disposing of his Share to the Company in the manner established by Article 17 hereof. The Participant may demand the acquisition of the Share by the Company in the cases provided for by the Law.

The withdrawal of a Participant from the Company whereby it is left without any Participant is prohibited.

7.8.	Each Participant is obliged to make contributions to the Company’s assets by the decision of the General Meeting which has been passed by all Participants unanimously.

7.9.	Each Participant is obliged not to disclose confidential information about the activity of the Company.

7.10.

A Company Participant is entitled to pledge his Share or a portion thereof in the Company’s Charter Capital with another Company Participant or, subject to consent of the General Company Participants Meeting, with a third party. The decision of the General Company Participants Meeting on the consent to pledge the Share or a portion thereof in the Company’s Charter Capital belonging to the Company Participant is passed by a majority vote of all Company Participants. The vote of the Company Participant intending to pledge his Share or a portion thereof is disregarded for the purposes of such voting.

ARTICLE 8.

GOVERNANCE OF THE COMPANY

8.1.

The General Company Participants Meeting (the “General Meeting”) and the sole executive body of the Company, the General Director or through the Managing Organization (the “Manager”), manage the Company. The status of and procedure for operation of the General Meeting and the Sole Executive Body are described below.

ARTICLE 9.

GENERAL MEETING

9.1.

The General Meeting is a supreme body of the Company. The General Meeting may be regular which is held annually for approval of the Company’s annual activity results and extraordinary which is held in the cases provided for by this Charter, as well as in other cases if interests of the Company and its Participants require holding such General Meeting.

9.2.

The regular General Meeting, at which the Company’s annual activity results are approved, is held once a year not earlier than on 1 March and not later than on 30 April each year. The annual General Meeting is convened by the sole executive body. It is held at the location of the Company unless the sole executive body decides otherwise.

9.3.	The extraordinary General Meeting is convened by the General Director at his initiative or on demand of: (a) the auditor, or (b) Participants having in aggregate at least one tenth of the total number of votes of the Company Participants.

9.4.	The General Director sends a notice of the General Meeting to each Participant not later than 30 (thirty) days before the date of the meeting. The notice shall contain: (a) a complete list of issues on the agenda; and (b) the time and place of the meeting.

The notice of the General Meeting is sent to the Participants by mail or courier service, or delivered personally against signature.

Charter of OOO “Glavspirttrest”

The notice of the General Meeting may also be sent by electronic means ensuring the authenticity of transmitted and received messages and their documentary acknowledgement of the receipt.

9.5.	Should the procedure for convening the General Meeting as established by Art. 9.4 be not observed, such General Meeting is deemed, nevertheless, to be quorate if all Participants take part in it.

9.6.

The Participants attending the meeting shall register prior to the fixed time of opening of the General Meeting. If the registration continues at the time of its opening, the meeting is not opened until all those who were present at the time fixed for the opening of the General Meeting have registered to participate in it. The Participants elect Chairman and Secretary of the General Meeting from among themselves by a simple majority vote. The voting at the General Meeting is held in accordance with the procedure established by Article 7.1 of this Charter.

9.7.

The General Meeting has a quorum for making decisions on issues on the agenda if it has registered and is attended by the Participants themselves who have more than fifty percent of all votes held by the Participants, or through their authorized representatives. If decisions on all issues on the agenda are made by a majority vote, the quorum requires the presence of the Participants having in aggregate the least required number of votes necessary for making such decisions. Participants’ representatives at the General Meeting produce documents confirming their authority.

9.8.

If there is no quorum by the time fixed for the opening of the General Meeting (considering the extended time for the registration under Article 9.6 above), such General Meeting is convened again within a period established by the Chairman of the General Meeting but not exceeding 10 (ten) days, while considering the terms specified in Article 9.2 hereof. A written notice specifying a new date of the meeting is immediately sent to the absent Participants. Only issues on the initial agenda may be decided at the newly convened meeting. The Participants are required to register before the opening of the newly convened meeting. The newly convened meeting elects Chairman and Secretary of the General Meeting under Article 9.6 of this Charter and determines if there is a quorum at the meeting. If there is no quorum, the General Meeting with this agenda is not further convened again, but a new General Meeting may be convened in accordance with the established procedure.

9.9.

A General Meeting that has a quorum may be postponed by a period of not more than 30 (thirty) days, while considering the terms specified in Article 9.2 hereof, without prejudice to any decisions that have been adopted earlier at such meeting prior to its postponement. A written notice of a new date, place and time of the postponed General Meeting is immediately sent to the absent Participants. Only issues on the initial agenda which were left undecided may be decided at the resumed General Meeting.

9.10.

The General Director organizes the minuting of each General Meeting, and the minutes shall be signed by the chairman of the General Meeting. Copies of the minutes which have been certified by the General Director are sent to the Participants within 10 (ten) days after issuing the minutes of the General Meeting.

9.11.

The Company is entitled, by decision of the General Meeting, to compensate the Participants or their representatives for expenses associated with their participation in the General Meetings.

9.12.

A decision of the General Meeting may be passed without holding the meeting (joint presence of the Participants) but by absentee voting (by way of a poll).

Charter of OOO “Glavspirttrest”

Such voting may be held by exchanging documents by mail, telegraph, fax, teletype, telephone, e-mail or other communication means which ensure the authenticity of transmitted and received messages and their documentary acknowledgement of the receipt. Decisions to approve annual reports and annual balance sheets (Article 10.1.3 (ii) of the Charter) may not be adopted by absentee voting. The absentee voting procedure is defined by the Company’s internal document.

ARTICLE 10.

COMPETENCE OF GENERAL MEETING

10.1	The following issues shall fall within the competence of the General Meeting:

10.1.1

The issues the resolution of which requires unanimity of all Participants:

(i)

reorganization and liquidation of the Company; appointment of the liquidation commission and approval of liquidation balance sheets;

(ii)

decrease in the Charter Capital;

(iii)

increase in the Charter Capital on the basis of the application(s) of the Participant(s) for making an additional contribution, and (or) of the application(s) of the third party (third parties) for admittance to the Company and making a contribution;

(iv)

approval of monetary valuation of in-kind contributions to the Charter Capital made by the Participants and the third parties being admitted to the Company;

(v)

passing the resolution on the allocation of the Company-owned Shares among all Participants in proportion to their Shares in the Charter Capital, or on their disposal to all or some Participants, or third parties;

(vi)

providing the Participant(s) with additional rights and/or charging additional duties in addition to the rights and duties stipulated by the Law (“Additional Rights and/or Duties”), and making the respective changes and amendments in the Charter;

(vii)

termination/limitation of Additional Rights and/or Duties, and making the respective changes and amendments in the Charter;

(viii)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for exercise of pre-emptive rights to purchase the Share or a portion of the Share in the Charter Capital disposed by any of the Participants not in proportion to the number of the Participants’ Shares;

(xi)

passing the resolution on the payment to creditors of the Participant, the Share of which in the Charter Capital is being enforced, of the real cost of such Share in accordance with applicable laws;

(x)

(xi)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for allocation of profit among the Participants not in proportion to the number of the Participants’ Shares in the Charter Capital;

Charter of OOO “Glavspirttrest”

(xii)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for determination of the number of the Participants’ votes not in proportion to the number of the Participants’ Shares in the Charter Capital;

(xiii)

determination of the Participants’ responsibility for failure to make contributions to the Company;

(xiv)

other issues which require unanimity in accordance with applicable laws.

10.1.2 The issues the resolution of which requires unanimity of not less than two thirds of all Participants’ votes:

(i)

making changes and amendments in the Charter, and also approval of the Charter in a new version (except for the Charter amendments made in accordance with article 10.1.1 above);

(ii)

increase in the Company Charter Capital through the Company’s property or making additional contributions by the Participants;

(iii)

establishment of branches and opening of representative offices of the Company, and their liquidation;

(iv)

passing the resolutions on making additional contributions to the Company’s property;

(v)

(vi)

(vii)

other issues which require consent of not less than two thirds of all Participants in accordance with applicable laws.

10.1.3 The issues the resolution of which requires simple majority of Participants’ votes:

(i)

determination of guidelines in the Company’s activity, and also passing resolution on participation in associations and other unions of commercial organizations;

(ii)

approval of annual reports and accounting balance sheets;

(iii)

passing the resolution on distribution of the Company’s net profit among the Company’s Participants;

(iv)

issuance of bonds and other securities by the Company; determination of the terms of their issuance;

(v)

setting an audit, approval of the Company’s auditor and estimation of payment for his services;

Charter of OOO “Glavspirttrest”

(vi)

resolutions related to establishment of the Company’s funds (including a reserve fund) and contributions thereto;

(vii)

appointment and termination of the General Director’s powers, and resolution of all issues related to the terms of his employment and remuneration, and also passing the resolution on delegation of powers from the General Director to Administrator, approval of such Administrator and the terms of agreement with him;

(viii)

approval of the Company’s internal documents;

(ix)

giving a consent for pledging by the Participant of his Share in the Charter Capital to another Participant or third party;

(x)

filing a claim in court by the Company seeking for recovery of losses inflicted to the Company by actions of the General Director, and for invalidation of major transaction;

(xi)

resolution on recovery of expenses from the Company’s funds for arranging, convening and holding of the Extraordinary General Meeting in accordance with Article 35(4) of the Law.

(xii)

granting and raising by the Company of loans, credit facilities, and granting of delays in payment for the amount exceeding 25,000,000 (twenty five million) roubles;

(xiii)

granting of loans to the Company’s employees or third parties, and also a pledge, mortgage and other encumbrances held by the Company on the basis of the right of ownership or other rights, granting sureties on behalf of the Company;

(xiv)

approval, as advised by the General Director, and termination of powers of the Deputies General Director and the Company’s Chief Accountant, resolution of all issues related to their remuneration and terms of their employment;

(xv)

approval, as advised by the General Director, of all business-plans, cost estimates, annual balance sheets, annual accounting and financial statements of the Company;

(xvi)

approval of investments and other expenses of the Company in the amount exceeding 25,000,000 (twenty five million) roubles;

(xvii)

conclusion, termination or change by the Company of any employment agreement as a result of which the amount of payments to an employee shall exceed the amount established in the Company’s staffing table approved by the General Meeting;

(xviii)

subject to the provisions of Article 10.1.2(vi) above, passing the resolutions on the approval of transaction or transactions related to acquisition, disposal or potential disposal by the Company, directly or indirectly, of the property the cost of which exceeds 25,000,000 (twenty five million) roubles per transaction within a financial year or per several interrelated transactions within a financial year with the same counterparty;

Charter of OOO “Glavspirttrest”

(xix)

establishment or liquidation of subsidiary and dependent legal entities of the Company, and acquisition or sale of shares, stakes or other interests in other legal entities;

(xx)

use of voting rights or other interests in managing the legal entities, both represented by shares, stakes in the charter (share, etc) capital of such legal entities, in ownership, use and/or disposal by the Company, and provided to the Company under any contracts and agreements;

(xxi)

approval of transactions in making of which there is a related-party interest (as they are defined by the Law), except for the cases when the payment amount under such transaction or the cost of property being the subject of such transaction is up to two per cent of the cost of the Company’s property as evaluated on the basis of accounting statement data for the last reporting period;

(xxii)

passing the resolution on making by the Company of a bill transaction, including concerning the issuance by the Company of bills, making direct endorsements, sureties, payments thereunder, without regard to their amount;

(xxiii)

passing the resolution on making by the Company of any transaction with respect to acquisition, disposal, encumbrance or providing third parties with rights to the following items of intellectual property: inventions of useful model, industrial prototype, trademark, service mark, name of place of origin, brand name, know-how, innovation proposal;

(xxiv)

any other issues which may fallen within the competence of the General Meeting pursuant to applicable laws and this Charter.

ARTICLE 11.

GENERAL DIRECTOR

11.1	The General Director, as the Company’s sole executive body, administers the day-to-day operations of the Company. The General Director is appointed by the General Meeting for a five-year period, and may be re-appointed for a new term(s) by resolution of the General Meeting.

Powers of the General Director may, at any time, be terminated by resolution of the General Meeting.

11.2	The General Director acts within the limits and under this Charter, resolutions passed by the General Meeting, and applicable laws.

11.3	The General Director is accountable to, and under control of the General Meeting, and is responsible to it for the results of the Company’s activities and the performance of the functions imposed on him, and submits periodic reports and recommendations to the General Meeting, upon its request.

11.4

The General Director must act in the interests of the Company, is obliged to exercise his rights and duties with regard to the Company in good faith and on reasonable grounds, and is not entitled to engage in activities that could affect the performance of his duties to the Company or compete with the Company’s activity.

Charter of OOO “Glavspirttrest”

11.5	For the time of absence of the General Director, his competence shall be transferred in full to his deputy according to the respective order of the General Director or resolution of the General Meeting.

11.6

The Company is entitled to delegate, under agreement, the powers of the General Director to Administrator. If the powers of the sole executive body are delegated to Administrator, the Company exercises civil rights and undertakes civil liabilities through Administrator acting pursuant to the federal laws, other regulations of the Russian Federation and the Charter.

12.

COMPETENCE OF GENERAL DIRECTOR

12.1

The General Director administers the day-to-day operations of the Company, and represents the Company without power of attorney in relations with any third parties within his competence as defined herein and in resolutions passed at the General Meeting. Within these limits, the General Director has the right to negotiate and conclude agreements on behalf of the Company, and control their execution, and also hire, promote, control and dismiss the Company’s employees, issue powers of attorney (with or without power of substitution) for performing actions on behalf of the Company, and exercise any other authorities except for the authorities which, under this Charter and applicable laws, fall within the competence of the General Meeting.

12.2

The General Director is responsible for preparation of all business-plans, cost estimates, annual balance sheets, annual accounting and financial statements, and also annual company statement, and submits these plans, cost estimates, balance sheets and statements for approval of the General Meeting.

12.3	The General Director, pursuant to applicable laws and to the extent which does not fall within the competence of the General Meeting, has the following powers:

12.3.1

to maintain control over, and dispose of the Company’s property, including its monetary funds;

12.3.2

to conclude agreements on behalf of the Company and ensure their execution;

12.3.3

to pass the resolutions on making any transaction related to acquisition, disposal or potential disposal by the Company, directly or indirectly, of the property the cost of which does not exceed 25,000,000 (twenty five million) roubles per transaction within a financial year or per several interrelated transactions within a financial year with the same counterparty;

12.3.4

to develop the Company’s personnel policy, submit it for approval of the General Meeting, and ensure its implementation after approval;

12.3.5

to hire and dismiss employees of the Company and conclude employment agreements;

12.3.6

to submit recommendations to the General Meeting concerning remuneration of the Company’s external auditor;

12.3.7

to approve the Company’s policy concerning the assignment of duties and the preparation of job descriptions for the Company’s employees;

Charter of OOO “Glavspirttrest”

12.3.8

to pass resolutions and issue orders regarding the current issues related to internal activity of the Company;

12.3.9

to open, control transactions and to close banking accounts on behalf of the Company in accordance with applicable laws;

12.3.10

to prepare necessary materials and proposals for consideration by the General Meeting, and to ensure implementation of resolutions of the General Meeting;

12.3.11

to represent the Company in relations with governmental bodies and agencies;

12.3.12

to ensure the compliance with applicable laws by the Company;

12.3.13

to appoint the deputies General Director and chief accountant, subject to their preliminary approval at the General Meeting, and to distribute duties between them;

12.3.14

to approve instructive materials and regulations on the Company’s structure and subdivisions (except for branches and representative offices);

12.3.15

to approve the Company’s staffing table;

12.3.16

to approve regulations regarding the form and system of payment for labour, internal regulations and other documents governing the Company’s day-to-day operations;

12.3.17

to approve the rules for record management, statements and control over the performance discipline;

12.3.18

to pass resolutions on all other issues concerning the Company’s day-to-day operations which are necessary for achieving its goals and do not fall within the competence of the General Meeting.

ARTICLE 13.

FINANCIAL STATEMENT AND ACCOUNTING

13.1	The Company’s financial year is a calendar year (from January 1 until December 31)

13.2

13.3	The Company may engage an external auditor for conducting annual audit of accounting balance sheets and financial statements of the Company and for the other purposes which may be determined by the General Meeting or be required pursuant to applicable laws.

Charter of OOO “Glavspirttrest”

ARTICLE 14.

PROCEDURE FOR ALLOCATION OF PROFIT AMONG PARTICIPANTS OF COMPANY

14.1	Under resolution of the General Meeting, the Company’s net profit remaining after payment of all taxes, may be paid to the Participants, wholly or partly, on a yearly, half-yearly or quarterly basis according to their Shares in the Company.

14.2	Profit may be allocated in money terms, in the form of securities or commodities, and may be paid by the Company or its authorized agent.

14.3	The profit amount being allocated in such a manner does not include appropriate withholding taxes. The Company or its authorized agent deducts all withholding taxes within the limits, as provided for by applicable laws, before payment of profit share to each Participant.

ARTICLE 15.

RESERVE FUND

15.1	The Company may create a reserve or other funds in the form and in the amount provided for by the respective resolution of the General Meeting.

ARTICLE 16.

ASSIGNMENT OF SHARE IN COMPANY

16.1

Each Participant is entitled to sell, or otherwise dispose of its Share or a portion of the Share in the Company’s Charter Capital in favour of another Participant (or Participants) on the terms agreed between such Participants. Whereby, consent of other Participants of the Company is required for making such transaction.

16.2	Disposal of the Share or a portion of the Share by any Participant of the Company in favour of third parties by any means except for sale is permitted only with the consent of all other Participants of the Company.

Whereby, such consent is deemed to be obtained provided that all Participants of the Company, within thirty days since the receipt by the Company of the respective application or offer, have submitted written statements concerning the consent for disposal of the Share or a portion of the Share, or within the specified term, have not submitted written statements concerning the failure to give consent for disposal of the Share or a portion of the Share.

16.3	The Company’s Participants use a pre-emptive right to purchase the Share or a portion of the Share of the Company’s Participant at the price of offer to a third party;

The Company’s Participants are entitled to use a pre-emptive right to purchase the whole Share or not the whole portion of the Share in the Company’s Charter Capital proposed for sale. Whereby, the remaining Share or a portion of the Share may be sold to a third party after a partial disposal of the said right by the Participants at the price and on the terms which were disclosed to the Company and its Participants.

The Company’s Participants may be offered the possibility to acquire the Share or a portion of the Share not in proportion to the number of their Shares.

16.4	Sale or disposal of the Share or a portion of the Share in the Company’s Charter Capital to third parties is permitted subject to compliance with the requirements provided for the Charter and applicable laws of the Russian Federation.

16.5

When selling the Share or a portion of the Share with violation of pre-emptive rights, any Participant or Participants of the Company is entitled, within three months from the time when the Company’s Participant or Participants knew or should have known of such violation, to seek for transfer of purchaser’s rights and duties to them by judicial means.

Charter of OOO “Glavspirttrest”

16.6	It is not permitted to surrender the said pre-emptive rights concerning the purchase of the Share or a portion of the Share in the Company’s Charter Capital.

16.7

The Company’s Participant intending to sell its Share or a portion of the Share to third party must notify the remaining Participants of the Company in writing, and the Company itself, by sending the offer, through the Company for its account, addressed to these parties with specification of the price and information about third party intending to purchase the Share of the respective Participant, and other terms of sale. The offer concerning the sale of the Share or a portion of the Share is deemed to be received by all Participants of the Company at the time of its receipt by the Company. The offer is deemed to be unreceived, if within a term not later than the date of its receipt by the Company, the Participant of the Company did not receive the notice of its withdrawal.

Withdrawal of the offer for the sale of the Share or a portion of the Share after its receipt is permitted with the consent of all Participants of the Company only.

16.8	The Company’s Participants and the Company are entitled to use a pre-emptive right to purchase the Share or a portion of the Share within thirty days (or a longer period) from the date of the receipt of the offer by the Company.

16.9

If within 30 (thirty) days from the date of the receipt of offer by the Company, the Company’s Participants and the Company do not use a pre-emptive right to purchase the Share or a portion of the Share offered for sale, including those which arise as a result of the use of pre-emptive right to purchase the whole Share or not whole portion of the Share, or the waiver of particular Participants of the Company and the Company of pre-emptive rights to purchase the Share or a portion of the Share, the remaining Shares may be sold to a third party at a price which is not less than that one fixed in the offer for the Company’s Participants and the Company, and on the terms which were disclosed to the Company and its Participants.

16.10

A pre-emptive right to purchase the Share or a portion of the Share in the Company’s Charter Capital possessed by the Participant and the Company is terminated on the day of:

•

submission of written application for waiver of this pre-emptive right in accordance with the procedure specified in this clause;

•

expiry of the period of use of this pre-emptive right.

Applications from the Company’s participants for waiver of pre-emptive rights to purchase the Share or a portion of the Share must be received by the Company before the expiry of exercise of this pre-emptive right as stipulated in accordance with clause 16.8 hereof.

16.11

The Company does not have a pre-emptive right, in relation to third parties, to purchase the Share or its portion not acquired by other Participants.

16.12

The Share of the Company’s Participant may be disposed only to the extent that it has been paid.

16.13

Transfers of the Share in the Company’s Charter Capital in favour of citizens’ successors and legal entities’ assignees being the Company’s Participants, and transfer of the Share owned by a liquidated legal entity, its Participants having proprietary rights to its property or rights of obligation with regard to this legal entity, are permitted with the consent of the remaining Participants of the Company only.

Charter of OOO “Glavspirttrest”

16.14

Transaction aimed at the disposal of the Share or a portion of the Share is subject to compulsory notarial certification except for the cases specified in Articles 23, 24 and clause 2 of Article 26 of the Federal law “On Limited Liability Companies”.

16.15

The acquirer of the Share or a portion of the Share receives all rights and duties of the Company’s Participant which arose before the assignment of the said Share or a portion of the Share except for rights and duties stipulated by p.2, clause 2, Article 8 and p.2, clause 2, Article 9 of the Federal law “On Limited Liability Companies”.

16.16

The Company is not entitled to acquire the Shares or portions of the Shares in its Charter Capital except for the cases as stipulated by the Law.

16.17

In the case of refusal by the Participants to give consent for disposal (except for sale) of the Share or a portion of the Share, the Company, after receipt of a written request from the Participant intending to dispose of the Share or a portion of the Share, is obliged to acquire the respective Share. Such acquisition is deemed to have taken place on the date of the receipt by the Company of the respective request. In return, the Company is obliged to pay the Participant the real cost of its Share determined according to the Company’s accounting statement for the last reporting period preceding the date of request, or subject to a written consent of the Participant to provide the Participant with property in kind, the market value of which corresponds to the cost of his Share. The real cost of the Share is equal to such portion of the cost of the Company’s net assets which corresponds to the Share in the Charter Capital in percent. Payment of monetary funds or assignment of property is made within 3 (three) months since the assignment of the Share to the Company.

ARTICLE 17.

WITHDRAWAL OF PARTICIPANT FROM COMPANY

17.1	The Participant has a right to withdraw from the Company by means of disposing of the Share to the Company at any time, without consent of other Participants.

Withdrawal of the Company’s participants from the Company, as a result of which no participant remains in the Company, and also withdrawal of the sole Company’s participant from the Company, is not permitted.

17.2

In order to withdraw from the Company, the Participant submits a written application to the Company’s General Director who must immediately notify all remaining Participants of the Company of it. The Share or a portion of the Share of the withdrawing Participant is transferred to the Company since the time of submission of the above-mentioned application. In this case, the Company is obliged to pay the Participant the real cost of his Share in the Company’s Charter Capital in monetary terms or, upon the consent of such Participant, gives him the property at the same cost in kind. If the Participant has not paid its contribution to the Charter Capital in full, the real cost of a portion of his Share in proportion to the paid portion of the Share shall be paid to him.

17.3

For the purposes of Article 17.2 hereof, the real cost of the Participant’s Share is calculated on the basis of the Company’s accounting statement data for the last reporting period preceding the date of submission of application for withdrawal from the Company, as specified in Article 17.2 hereof. The real cost is paid for the account of difference between the cost of the Company’s net assets and the size of the Charter Capital. If such difference is insufficient for payment to the Participant who submitted the application for withdrawal

Charter of OOO “Glavspirttrest”

from the Company, the latter must decrease its Charter Capital in accordance with the procedure specified by this Charter and applicable laws. The real cost should be paid to the Participant within 3 (three) months since the date of occurrence of the respective obligation.

17.4

In the case of the Participant using his right to withdraw from the Company, as specified in this Article 17 hereof, the Participant has a right to convert the real cost of his Share into foreign currency at his option, and to repatriate it to the banking account abroad, acting in accordance with the Russian laws on currency regulation and control at all times.

17.5	The Participant withdrawing from the Company is not discharged from his obligations as for making a contribution to the Company’s property in the case when such circumstances occurred before the submission of application, as stipulated by Article 17.2 hereof.

ARTICLE 18.

REORGANIZATION AND LIQUIDATION OF COMPANY

18.1	In case of reorganization of the Company, the General Meeting shall approve a deed of assignment and separation balance sheet, and afterwards, notify the Company’s creditors of its reorganization.

18.2	Reorganization of the Company may be performed in the form of a merger, consolidation, split-off, spin-off and/or reorganization in any form provided for by applicable laws.

18.3	The Company may be liquidated in case of adoption of resolution by the General Meeting being passed unanimously by all Participants (voluntary liquidation), or as a result of delivery of final decision by competent court (liquidation upon court decision).

18.4	The General Meeting must immediately send a written notice about the resolution passed by it to liquidate the Company or a copy of court decision concerning liquidation of the Company to governmental body or bodies performing a state registration of legal entities (“the Authorized Body”).

18.5	Liquidation of the Company entails its termination without transfer of rights and duties to other persons according to the procedure of succession.

18.6	Resolution of the General Meeting regarding a voluntary liquidation of the Company and appointment of the liquidation commission is passed at the suggestion of the General Director or the Participant.

18.7	When liquidating the Company, the General Meeting appoints, upon the consent with the Authorized Body, the liquidation commission.

18.8	The liquidation commission, since the time of its appointment, receives all powers for the Company management. The liquidation commission, on behalf of the Company, appears before the court.

18.9	The liquidation commission posts the publication on the Company’s liquidation and on the procedure and the terms for filing claims by its creditors in printed media. This term may not be less than two months since the time of publication.

18.10

The liquidation commission takes steps in order to determine creditors and obtain accounts receivable, and also notifies creditors of the Company’s liquidation in writing.

18.11

Upon completion of the term for filing claims of creditors, the liquidation commission draws

Charter of OOO “Glavspirttrest”

up the interim balance sheet containing the data on the composition of the Company’s property, the list of filed claims and the results of their consideration. The interim balance sheet is approved by the General meeting and agreed with the Authorized Body.

18.12

If the monetary funds available to the Company are not sufficient to satisfy creditors’ claims, the liquidation commission sells the Company’s property by public sale according to the procedure established for enforcement of court decisions.

18.13

Payment of monetary amounts to creditors is made by the liquidation commission in the order of priority as established by the Civil Code of the Russian Federation.

18.14

Upon completion of settlements with creditors, the liquidation commission draws up the liquidation balance sheet approved by the General Participants’ Meeting and agreed with the Authorized Body.

18.15

The Company’s property remaining after settlement of creditors’ claims is transferred to its Participants in proportion to their Shares in the Company’s Charter Capital.

18.16

The Company’s liquidation is deemed to be completed, and the Company – as has been liquidated after making an entry into the Uniform State Register of Legal Entities.

18.17

ARTICLE 19.

MAINTENANCE OF COMPANY’S DOCUMENTS AND DISCLOSURE

19.1

The General Director ensures the maintenance by the Company of originals (or notarized copies) of the following documents of the Company: (i) Memorandum of Association, the Company’s Charter, changes and amendments thereto registered in due course, resolutions on establishment of the Company and the Company’s state registration certificates; (ii) the documents proving the Company’s rights to the property being on its books; (iii) the Company’s internal documents approved by the General Meeting and the General Director; (iv) regulations on the Company’s branches and representative offices; (v) the documents related to the issue of bonds and other issuing securities; (vi) annual financial statements; (vii) accounting documents; (viii) consolidated funds statements submitted to the respective bodies; (ix) minutes of the General Meetings, orders of the General Director and other documents signed by him; (x) the list of the Company’s affiliates with specification of the Share in the Company (if any) owned by each such affiliate; (xi) report of the Company’s external auditor and state and municipal financial control bodies; (xii) the documents related to the Company’s staff, and (xiii) other documents, the maintenance of which is provided for by applicable laws.

19.2	The Participants have the right to obtain information on the Company within a reasonable term and in the manner established by Article 7.2 hereof.

19.3	In the cases when it is required by applicable laws, and to the extent that it is stipulated by it, the Company shall publish reports about its activity, accounting balance sheets and other information.

Totally bound and sealed 21 (twenty one) sheets.

The General Director, Managing Director of ZAO “Russian Alcohol”

[signature]

Carlo Radicati di Primeglio

[seal: Limited Liability Company

“Glavspirttrest” * MOSCOW * OGRN

[illegible]

Inter-District [illegible] for the Moscow Region

TRUE COPY

OGRN 1027739246501

GRN 2105038010372

Date of registration [illegible]

Bound, numbered and sealed 22 sheets

Date of issue [illegible]

[seal: Coat-of-Arms of Russia *

FEDERAL TAX AGENCY OF RUSSIA *

FEDERAL TAX SERVICE

ADMINISTRATION FOR THE

MOSCOW REGION * [illegible]

EX-99.T3A.16 17 d483104dex99t3a16.htm CHARTER Charter

Exhibit T3A.16


				APPROVED BY
				THE GENERAL PARTICIPANTS MEETING
				Dated 25 December 2009
[seal: Mid-Russian Distilleries; CLOSED JOINT STOCK COMPANY * MOSCOW * OGRN [illegible] * REGISTERED IN THE REGISTER OF SEAL No. [illegible]]
				[signature]
				FULL NAME
				GENERAL DIRECTOR
				ZAO “Mid-Russian Distilleries”
				K.N. Zhangozin
[seal: “Group of Companies “Russian Alcohol” * Closed Joint Stock Company * MOSCOW * OGRN [illegible] * REGISTERED IN THE REGISTER OF SEAL No. [illegible]]
				[signature]
				FULL NAME
				GENERAL DIRECTOR
				ZAO “Russian Alcohol”
				Carlo Radicati di Primeglio

CHARTER

OF LIMITED LIABILITY COMPANY

“FIRST TULA DISTILLERY”

(new version)

Tula

2009

Charter of OOO “First Tula Distillery”

ARTICLE 1.

GENERAL PROVISIONS

1.1.

Limited Liability Company “First Tula Distillery” (the “Company”) has been established under the Civil Code of the Russian Federation, Federal Law On Limited Liability Companies No. 14-FZ dated 08/02/1998 (the “Law”) and is governed in its activity by the mentioned laws, other acts of applicable law and this Charter.

1.2.	The Company has been established for an indefinite term.

ARTICLE 2.

NAME, LOCATION, BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

2.1.	The full corporate name of the Company is:

in Russian: LOGO

Abbreviated corporate name of the Company:

OOO

2.2.	Name of the Company in English: OOO “First Tula Distillery”

2.3.	Location of the Company: 5 Nekrasova st., Tula, 300045, Tula Oblast, Russian Federation.

The location of the Company is determined by the place of its state registration.

2.3.

The Company is entitled to establish branches and open representative offices in the Russian Federation and outside it under applicable law, including under legislation of foreign states whose territory accommodates such branches and representative offices unless otherwise provided for by international treaties of the Russian Federation.

ARTICLE 3.

PURPOSES AND ACTIVITY TYPES OF THE COMPANY

3.1.

The principal purpose of the Company is to derive profits from production, commercial, investment and other activity types which are not prohibited by applicable law in the Russian Federation and outside it, including from: (a) production and trade of alcoholic beverages (including their bulk purchase, storage and supply, as well as their retail trade) and other excisable goods, foodstuffs, non-alcoholic beverages, consumer goods, and producer goods, (b) trading and purchasing activity, including wholesale and retail, and commission trade, which includes trade in foodstuffs, alcoholic beverages and tobacco products, rendering of warehousing services, (c) establishment and management of retail and wholesale alcoholic beverage sales networks, (d) organization and operation of production of food products and foodstuffs, (e) establishment and operation of public catering enterprises, (f) transport and forwarding services, cargo carriage, repair and maintenance of transport, operation of motor vehicles and car parks,

Charter of OOO “First Tula Distillery”

(g) rendering of domestic services to the public, (h) technical, repair, warranty and after-sales services for production, industrial and domestic equipment, (i) scientific and technical, design and information research and development, (j) rendering of mediation, marketing (including the granting of licences to use trademarks and trade names), innovation, engineering, consulting, information and advertising services, management and other services, (k) organization and holding of sales exhibitions, auctions, seminars, etc., (l) obtaining investments and investment of funds in enterprises for the production and sale of alcoholic and other beverages, and in other enterprises in the Russian Federation and abroad, (m) management of such enterprises both using own resources and in cooperation with third parties, (n) organization of efficient sales of products produced by enterprises being invested, and from other related activity types;

3.2.	The Company may engage in any activities with the aim of accomplishing the mentioned purposes within the limits established by applicable law and subject to obtaining all necessary licenses or permits, including:

3.2.1.

3.2.2.

carry out investment activity in any kinds and forms as permitted by law of the Russian Federation;

3.2.3.

carry out production activity of whatsoever character, including creation of new items (including their construction) of movable and real property, their operation, repair and service;

3.2.4.

carry out trading activity, including import and export operations, wholesale and retail trade;

3.2.5.

carry out any other activities as may be necessary and desirable for accomplishing the purposes of the Company.

ARTICLE 4.

LEGAL STATUS OF THE COMPANY

4.1.

The Company is a legal entity established in the form of a limited liability company under the laws of the Russian Federation. The Company keeps accounts, has bank accounts and may on its own behalf enter into contracts, acquire property and personal non-property rights, assume and perform obligations, sue and be sued in courts, arbitration courts and tribunals in the Russian Federation and outside it. The Company may have subsidiary and dependent business companies vested with rights of a legal entity both in the Russian Federation and outside it.

4.2.	The Company acquires its rights as a legal entity from the moment of its state registration.

4.3.	The Company is liable for its obligations only to the extent of the value of its property and is not liable for obligations of its Participants.

Charter of OOO “First Tula Distillery”

Except for the cases provided for by law, the Participants are not liable for obligations of the Company and bear the risk of losses associated with the Company’s activities to the extent of the value of their shares in the Charter Capital of the Company. Company Participants who have not paid for their Shares in full are jointly and severally liable for its obligations to the extent of the value of the unpaid portion of their Shares in the Company’s Charter Capital.

4.4.

The Company may have stamps and letterheads bearing its corporate name, and may have its own logo, as well as a duly registered trademark and other means of individualization.

4.5.	The Company is obliged to register and/or notify the competent registration authorities of any amendments to the Company’s Charter in accordance with the procedure and within the term as are established by applicable law.

ARTICLE 5.

COMPANY PARTICIPANTS (“PARTICIPANTS”)

5.1.	Both individuals and legal entities may be Participants of the Company. Government and local self-government bodies may not be Company Participants unless otherwise provided by federal law. The number of Company Participants shall not be more than fifty.

5.2.

5.3.

The Company maintains the list of Company Participants to record information about each Company Participant, size of his Share in the Company’s Charter Capital and its payment, as well as about the sizes of the Shares held by the Company and the dates of their transfer to or acquisition by the Company. The Company is obliged to procure the maintenance and keeping of the list of Company Participants pursuant to the requirements of the Federal Law On Limited Liability Companies.

5.4.

Charter of OOO “First Tula Distillery”

ARTICLE 6. CHARTER CAPITAL

6.1.	The Charter Capital is comprised of the nominal values of its Participants’ Shares. The size of the Participant’s Share in the Charter Capital is expressed in percent.

6.2.	The Charter Capital of the Company (the “Charter Capital”) constitutes 51,000,000 (fifty-one million) roubles.

6.3.	The Company’s Charter Capital was fully paid by the Participants at the time of state registration of the new version of the Company’s Charter.

6.4.

6.5.

The monetary value of additional in-kind contributions to the Charter Capital is subject to approval by the decision of the General Company Participants Meeting (the “General Meeting”) to be passed by all Company Participants unanimously. The monetary value of any such in-kind contributions is determined on the basis of the market value of the property being contributed. In cases where required by applicable law, such monetary value of additional in-kind contributions is determined by independent valuation.

6.6.	Contributions to the Charter Capital which are expressed or valued in a foreign currency shall be recorded in the Company’s account books in roubles at the official exchange rate of the Central Bank of the Russian Federation as of the date of the contribution.

6.7.

The Charter Capital may be increased by: (i) using own assets of the Company, (ii) using additional contributions of its Participants, and/or (iii) using contributions of third parties being admitted to the Company. The decision to increase the Charter Capital by using additional contributions of its Participants is made by the General Meeting by at least two-thirds’ majority vote of the total number of votes held by the Participants. The decision to increase the Charter Capital based on the Participant’s application (Participants’ applications) for making an additional contribution, and/or based on the third party’s application (third parties’ applications) for its admission to the Company and for making a contribution is adopted by the General Meeting unanimously. The increase of the Charter Capital may be put to vote only provided that all previous contributions to the Charter Capital have been paid for in full.

6.8.	If the Charter Capital is increased by using own assets of the Company, the nominal value of the Shares of all Participants is increased proportionally, without changing the percentage of the Participants’ Shares.

6.9.

Charter of OOO “First Tula Distillery”

The increase of the nominal value shall not exceed the value of the additional contributions.

6.10.

6.11.

The General Meeting shall make an additional decision on the approval of the results of increasing the Charter Capital and on making the respective amendments to the Company’s Charter within 1 (one) month upon expiry of the term of making an additional contribution which is set in Article 6.10 hereof. The nominal value of the Share of each Participant who made an additional contribution is increased in the proportion determined pursuant to Article 6.9 of this Charter.

6.12.

6.13.

Simultaneously with the decision under Article 6.11 hereof to increase the Charter Capital, the General Meeting shall make a unanimous decision to make the respective amendments to the Company’s Charter and to increase the Share of one or more Participants, and to change the distribution of the Shares in the Company, if necessary. The nominal value of the Share being transferred to the respective Participant or third party shall not exceed the value of the respective contribution to the Charter Capital.

6.14.

6.15.

The application for state registration of the amendments, reflecting the increase in the Charter Capital to the Company’s Charter which has been signed by the General Director of the Company, and other documents for state registration in connection with increasing the Company’s Charter Capital, increasing the nominal value of the Shares of the Company Participants who have made additional contributions, admission of third parties to the Company, determination of the nominal value and size of their Shares and, if necessary, in connection with changing the Company Participants’ Shares, as well as documents confirming that the Company Participants or third parties have made their additional contributions or contributions in full shall be submitted to the authority performing the state registration of legal entities within one month from the date of making the decision provided for by paragraph 6.13 hereof or from the date of making additional contributions by the Company Participants or third parties.

The application confirms that the Company Participants or third parties have made their additional contributions or contributions in full.

Charter of OOO “First Tula Distillery”

For a period of three years from the time of state registration of the respective amendments to the Company’s Charter, the Company Participants are jointly and severally liable, should the Company’s assets be insufficient, for its obligations to the extent of the value of the additional contributions which have not been made.

6.16.

Should the terms established in Articles 6.10, 6.11, 6.14 and 6.15 hereof be breached, the respective increase in the Charter Capital is deemed as that did not take place. In such case, the contributions made earlier to the Charter Capital in connection with such increase shall be returned within a reasonable period of time to the respective Participants and third parties who participated in the increase of the Charter Capital.

6.17.

The Charter Capital may be decreased by the decision of the General Meeting which has been adopted unanimously by all Participants provided that decreasing the Charter Capital is possible only after notifying all creditors of the Company thereof and after performing other actions provided for by applicable law.

6.18.

If the value of the Company’s net assets proves to be less than the Charter Capital at the end of the second and each subsequent financial years after the registration of the Company, the Company is obliged to declare that the Charter Capital is decreased and have such decrease registered in accordance with the established procedure. Should the net assets value be less than the minimum Charter Capital established by law, the Company is subject to liquidation. The Company is obliged to decrease its Charter Capital in all other cases where such decrease is required by applicable law.

6.19.

Such amendments enter into force for third parties from the time of their state registration.

6.20.

ARTICLE 7.

RIGHTS AND OBLIGATIONS OF COMPANY PARTICIPANTS

7.1.	Each Participant has the right to participate in management of the Company by taking part in the work of the General Participants Meeting and voting at it. The number of votes which each Participant has is proportionate to his Share in the Charter Capital.

7.2.

Each Participant has the right to receive from the Company any information related to the Company’s activities. A Participant is entitled at all times to familiarize himself with the Company’s Charter, as well as with account books and internal regulatory documents of the Company. The mentioned information shall be provided, and copies of the Charter, accounting reporting documents and internal regulatory documents of the Company shall be sent to a Participant free of charge within 3 (three) days upon receipt of the request from the Participant.

Charter of OOO “First Tula Distillery”

7.3.

7.4.	Subject to provisions of Russian applicable law, each Participant is entitled at all times to sell or otherwise dispose of his Share in the Charter Capital or a portion thereof to another Company Participant with the consent of the other Participants.

7.5.	In addition to the rights provided for in Article 7.4 hereof, each Participant is entitled at all times to sell or otherwise transfer his Share or a portion thereof to any third party under Article 19 of the Charter.

7.6.

7.7.	A Participant may withdraw at all times from the Company by disposing of his Share to the Company in the manner established by Article 20 hereof. The Participant may demand the acquisition of the Share by the Company in the cases provided for by the Law.

The withdrawal of a Participant from the Company whereby it is left without any Participant is prohibited.

7.8.	Each Participant is obliged to make contributions to the Company’s assets by the decision of the General Meeting which has been passed by all Participants unanimously.

7.9.	Each Participant is obliged not to disclose confidential information about activity of the Company.

7.10.

ARTICLE 8.

GOVERNANCE OF THE COMPANY

8.1.

The General Company Participants Meeting (the “General Meeting”), Board of Directors of the Company (the “Board of Directors”) and the sole executive body of the Company, the General Director or through the Managing Organization (the “Manager”), manage the Company. The status of and procedure for operation of the General Meeting, Board of Directors and the Sole Executive Body are described below.

Charter of OOO “First Tula Distillery”

ARTICLE 9.

GENERAL MEETING

9.1.

The General Meeting is a supreme body of the Company. As long as the Company consists of one Participant, decisions on matters falling within the competence of the General Meeting are made by the sole Participant alone and issued in writing, and if follows from the context, any references in provisions of this Charter to the General Meeting are deemed as references to the sole Company Participant, and the provisions of this Charter as related to preparation, convening and holding of the General Meeting, and to decision-making by the General Meeting are not applied, except for the provisions concerning the dates of the annual General Meeting.

General Meetings may be “regular” (held annually for approval of the Company’s annual activity results) or “extraordinary” (held in the cases provided for by this Charter), as well as in other cases if interests of the Company and its Participants require holding such General Meeting.

9.2.

9.3.	The extraordinary General Meeting is convened by the General Director at his initiative or on demand of: (a) the Board of Directors, (b) the auditor, or (c) Participants having in aggregate at least one tenth of the total number of votes of the Company Participants.

9.4.	The General Director sends a notice of the General Meeting to each Participant not later than 30 (thirty) days before the date of the meeting. The notice shall contain: (a) a complete list of issues on the agenda; and (b) the time and place of the meeting.

The notice of the General Meeting is sent to the Participants by mail or courier service, or delivered personally against signature. The notice of the General Meeting may also be sent by electronic means ensuring the authenticity of transmitted and received messages and their documentary acknowledgement of the receipt.

9.5.	Should the procedure for convening of the General Meeting as established by Art. 9.4 be not observed, such General Meeting is deemed, nevertheless, to be quorate if all Participants take part in it.

9.6.

The Participants attending the meeting shall register prior to the fixed time of opening of the General Meeting. If the registration continues at the time of its opening, the meeting is not opened until all those who were present at the time fixed for the opening of the General Meeting have registered for participating in it. The Participants elect Chairman and Secretary of the General Meeting from among themselves by a simple majority vote. The voting at the General Meeting is held in accordance with the procedure established by Article 7.1 of this Charter.

9.7.	The General Meeting has a quorum for making decisions on issues on the agenda if it has registered and is attended by the Participants themselves who have more than fifty percent of all votes held by the Participants, or through their authorized representatives.

Charter of OOO “First Tula Distillery”

If decisions on all issues on the agenda are made by a majority vote, the quorum requires the presence of the Participants having in aggregate the least required number of votes necessary for making such decisions. Participants’ representatives at the General Meeting produce documents confirming their authority.

9.8.

9.9.	The Company is entitled, by decision of the General Meeting, to compensate the Participants or their representatives for expenses associated with their participation in the General Meetings.

9.10.

A decision of the General Meeting may be passed without holding the meeting (joint presence of the Participants) but by absentee voting (by way of a poll). Such voting may be held by exchanging documents by mail, telegraph, fax, teletype, telephone, e-mail or other communication means which ensure the authenticity of transmitted and received messages and their documentary acknowledgement of the receipt. Decisions to approve annual reports and annual balance sheets (Article 10.1.3 (ii) of the Charter) may not be adopted by absentee voting. The absentee voting procedure is defined by the Company’s internal document.

9.11.

If there is no quorum for holding the annual General Participants Meeting, a repeated General Participants Meeting with the same agenda shall be held.

If there is no quorum for holding an extraordinary General Participants Meeting, a repeated General Participants Meeting with the same agenda may be held.

9.12.

A repeated General Participants Meeting is quorate (the quorum is present) if it has been participated by the Participants having not less than a half of the total number of the votes held by the Company Participants.

ARTICLE 10.

COMPETENCE OF GENERAL MEETING

10.1	The following issues shall fall within the competence of the General Meeting:

10.1.1

The issues the resolution of which requires unanimity of all Participants:

(i)

reorganization and liquidation of the Company; appointment of the liquidation commission and approval of liquidation balance sheets;

(ii)

decrease in the Charter Capital;

(iii)

increase in the Charter Capital on the basis of the application(-s) of the Participant(-s) for making an additional contribution, and (or) of the application(-s) of the third party (third parties) for admittance to the Company and making a contribution;

Charter of OOO “First Tula Distillery”

(iv)

approval of monetary valuation of in-kind contributions to the Charter Capital made by the Participants and the third parties being admitted to the Company;

(v)

(vi)

providing the Participant(-s) with additional rights and/or charging additional duties in addition to the rights and duties stipulated by the Law (“Additional Rights and/or Duties”), and making the respective changes and amendments in the Charter;

(vii)

termination/limitation of Additional Rights and/or Duties, and making the respective changes and amendments in the Charter;

(viii)

making amendments in, or exclusions from the Charter, and also changing the provisions included therein, which prescribe the procedure for exercise of pre-emptive right to purchase of the Share or a portion of the Share in the Charter Capital disposed by any of the Participants not in proportion to the number of the Participants’ Shares;

(xi)

passing the resolution on the payment to creditors of the Participant, the Share of which in the Charter Capital is being enforced, of the real cost of such Share in accordance with applicable laws;

(x)

(xi)

(xii)

(xiii)

determination of the Participants’ responsibility for failure to make contributions to the Company;

(xiv)

other issues which require unanimity in accordance with applicable laws.

10.1.2 The issues the resolution of which requires unanimity of not less than two thirds of all Participants’ votes:

(i)

making changes and amendments in the Charter, and also approval of the Charter in a new version (except for the Charter amendments made in accordance with article 10.1.1 hereof);

(ii)

increase in the Company Charter Capital through the Company’s property or making additional contributions by the Participants;

Charter of OOO “First Tula Distillery”

(iii)

establishment of branches and opening of representative offices of the Company, and their liquidation;

(iv)

passing the resolution on making additional contributions to the Company’s property;

(v)

other issues which require consent of not less than two thirds of all Participants in accordance with applicable laws.

10.1.3 The issues the resolution of which requires simple majority of Participants’ votes:

(i)

determination of guidelines in the Company’s activity, and also passing resolution on participation in associations and other unions of commercial organizations;

(ii)

approval of annual reports and accounting balance sheets;

(iii)

passing the resolution on distribution of the Company’s net profit among the Company’s Participants;

(iv)

election of members of the Company’s Board of Directors and early termination of their powers (both jointly and severally), change in the number of members of the Board of Directors;

(v)

issuance of bonds and other securities by the Company; determination of the terms of their issuance;

(vi)

setting an audit, approval of the Company’s auditor and estimation of payment for his services;

(vii)

resolutions related to establishment of the Company’s funds (including a reserve fund) and contributions thereto;

(viii)

appointment and termination of the General Director’s powers, and resolution of all issues related to the terms of his employment and remuneration, and also passing the resolution on delegation of powers from the General Director to Administrator, approval of such Administrator and the terms of agreement with him;

(ix)

approval of the Company’s internal documents;

(x)

resolution on the approval of transactions in making of which there is a related-party interest (as they are defined by the Law), except for the cases when the payment amount under such transaction or the cost of property being the subject of such transaction is two or less per cent of the cost of the Company’s property as evaluated on the basis of accounting statement data for the last reporting period;

(xi)

giving a consent for pledging by the Participant of his Share in the Charter Capital to another Participant or third party;

(xii)

Charter of OOO “First Tula Distillery”

(xiii)

filing a claim in court by the Company seeking for recovery of losses suffered by the Company by actions of the General Director, and for invalidation of major transactions;

(xiv)

resolution on recovery of expenses from the Company’s funds for arranging, convening and holding of the Extraordinary General Meeting in accordance with Article 35(4) of the Law.

(xv)

any other issues which may fall within the competence of the General Meeting in accordance with applicable laws and this Charter

10.2	The issues comprising the reserved matters of the General Meeting may not be assigned to the competence of the Board of Directors and/or General Director.

ARTICLE 11.

BOARD OF DIRECTORS

11.1	The Board of Directors consists of a number of members as determined by resolution of the General Participants Meeting. The number of members of the Board of Directors may be subsequently increased or decreased at the General Meeting by simple majority of votes being present at the General Meeting.

11.2

Members of the Board of Directors are elected by the General Meeting for a five-year period, and may be re-elected for an unlimited number of times. The General Meeting is entitled, at any time, to terminate early the powers of one or all members of the Board of Directors, specifying or not specifying the grounds.

11.3

The Board of Directors appoints the Chairman of the Board of Directors from among its members by simple majority of votes. The Chairman may be re-elected for an unlimited number of times. The Chairman of the Board of Directors organizes the activities of the Board of Directors, convenes meetings of the Board of Directors, prepares all necessary documents and supervises the day-to-day activities of the Board of Directors in accordance with this Charter and applicable laws. The powers of the Chairman of the Board of Directors may, at any time, be terminated by resolution passed by simple majority of votes of the Board of Directors, specifying or not specifying the grounds.

11.4	Members of the Board of Directors may, at any time, check any records, accounts or documents of the Company, and receive any requested data regarding the Company’s activities from the Board of Directors, sole executive body or any officer or employee of the Company.

11.5

In addition to compensation for travel and other expenses incurred due to the participation in meetings of the Board of Directors (all expenses must be evidenced by documents for accounting purposes), members of the Board of Directors are entitled to receive any compensation or remuneration for performing the functions of members of the Board of Directors unless otherwise provided for by resolution of the General Meeting.

11.6

Members of the Board of Directors must act in the interests of the Company, are obliged to exercise their rights and duties with regard to the Company in good faith and on reasonable grounds, and are not entitled to engage in activities that could affect the performance of their duties to the Company or compete with the Company’s activity;

Charter of OOO “First Tula Distillery”

11.7	The Board of Directors is accountable to, and under control of the General Meeting, and is responsible for the results of the Company’s activities and the performance of functions imposed on it.

11.8	The Board of Directors conducts its activities pursuant to the laws of the Russian Federation, this Charter, Regulation on the Board of Directors and resolutions of the General Participants Meeting.

ARTICLE 12.

MEETINGS OF BOARD OF DIRECTORS

12.1	Meeting of the Company’s Board of Directors is convened by the Chairman of the Board of Directors, and also upon request of a member of the Board of Directors, the Company’s auditor or the Company’s General Director.

12.2	Resolutions of the Board of Directors may be passed by:

•

joint presence of members of the Board of Directors at the meeting;

•

sending a written opinion of a member of the Board of Directors;

•

absentee voting (by poll).

When passing resolutions by the Board of Directors, members of Board of Directors attending a meeting, must express their opinions regarding items on the agenda by voting.

The procedure for holding an absentee voting is determined by the Company’s internal document.

12.3

Quorum at the meetings of the Board of Directors must be not less than 50 per cent of the total number of members of the Board of Directors. If the total number of members of the Board of Directors becomes less than a quorum as a result of early termination of powers, resignation or death of one or some of its members, the remaining members are obliged to demand for immediate convening of the Extraordinary General Meeting for re-election of the Board of Directors.

12.4

Resolutions of the Board of Directors are passed by simple majority of votes of its members attending a meeting unless otherwise provided for by this Charter or applicable laws. Members of the Board of Directors are not entitled to issue powers of attorney to other members of the Board of Directors.

12.5	Minutes of meetings of the Board of Directors are executed within 10 (ten) days from the conclusion of a meeting (or written approval) and signed by the Chairman of the Board of Directors. The Chairman of the Board of Directors is responsible for ensuring that all such minutes are true.

13.

COMPETENCE OF BOARD OF DIRECTORS

13.1	The following issues, the resolution of which is passed by simple majority of votes of all its members attending the respective meeting of the Board of Directors, shall fall within the competence of the Board of Directors:

(i)

Granting and raising by the Company of loans, credit facilities, and granting of delays in payment for the amount exceeding 5 (five) per cent of the book value of the Company’s assets according to the Company’s accounting data for the last reporting period preceding the date of conclusion of the respective loan or credit

Charter of OOO “First Tula Distillery”

agreement or granting of delay in payment under any contracts and agreements. Approval is not required if a loan or credit is raised for replenishment of the Company’s current assets and/or for the purposes of exercising an economic activity.

(ii)

Granting of loans to the Company’s employees or third parties, and also a pledge, mortgage and other encumbrances in an aggregate value exceeding USD500,000 (or its equivalent in roubles or any other foreign currency), held by the Company on the basis of the right of ownership or other rights, granting sureties on behalf of the Company in the amount exceeding 5 (five) per cent of the book value of the Company’s assets according to the Company’s accounting data for the last reporting period preceding the date of conclusion of the respective surety agreement.

(iii)

(iv)

Approval, as advised by the General Director, of all business-plans, cost estimates, annual balance sheets, annual accounting and financial statements of the Company, and submission of annual balance sheets, annual accounting and financial statements of the Company for approval of the General Meeting;

(v)

Approval of investments and other expenses of the Company in the amount exceeding USD1,000,000 (or its equivalent in roubles or any other foreign currency);

(vi)

Conclusion, termination or change by the Company of any employment agreement for the amount (including all additional payments except for commissions/premiums) exceeding USD180,000 per annum (or its equivalent in roubles or any other foreign currency);

(vii)

Subject to the provisions of Article 10.1.3(xii) hereof, passing the resolutions on the approval of transaction or transactions related to acquisition, disposal or potential disposal by the Company, directly or indirectly, of the property the cost of which exceeds 5 (five) per cent of the book value of the Company’s assets according to the Company’s accounting data for the last reporting period preceding the date of conclusion of the respective transaction. Approval is not required if a loan or credit is raised for replenishment of the Company’s current assets and/or for the purposes of exercising an economic activity.

(viii)

Establishment or liquidation of subsidiary and dependent legal entities of the Company, and acquisition or sale of shares, stakes or other interests in other legal entities;

(ix)

Charter of OOO “First Tula Distillery”

(x)

Approval of transactions in making of which there is a related-party interest (as they are defined by the Law), except for the cases when the payment amount under such transaction or the cost of property being the subject of such transaction exceeds two per cent of the cost of the Company’s property as evaluated on the basis of accounting statement data for the last reporting period;

(xi)

(xii)

(xiii)

Other issues which may fallen within the competence of the Board of Directors by the General Meeting pursuant to the laws.

13.2

Right to pass resolutions on the issues which fall within the competence of the Board of Directors may be assigned to the General Director by resolution of the Board of Directors being passed by the majority of three fourths of votes of the Board of Directors members attending the respective meeting (or participating in the written approval procedure).

ARTICLE 14.

GENERAL DIRECTOR

14.1	The General Director, as the Company’s sole executive body, administers the day-to-day operations of the Company. The General Director is appointed by the General Meeting for a five-year period, and may be re-appointed for new term(-s) by resolution of the General Meeting.

Powers of the General Director may, at any time, be terminated by resolution of the General Meeting.

14.2	The General Director acts within the limits and under this Charter, resolutions passed by the General Meeting, the Board of Directors and applicable laws.

14.3

The General Director is accountable to, and under control of the Board of Directors and the General Meeting, and is responsible to them for the results of the Company’s activities and the performance of the functions imposed on him, and submits periodic reports and recommendations to the General Meeting and the Board of Directors, upon their request.

14.4

Charter of OOO “First Tula Distillery”

14.5	For the time of absence of the General Director, his competence shall be transferred in full to his deputy according to the respective order of the General Director or resolution of the General Meeting.

14.6

15.

COMPETENCE OF GENERAL DIRECTOR

15.1

The General Director administers the day-to-day operations of the Company, and represents the Company without power of attorney in relations with any third parties within his competence as defined herein and in resolutions passed by the General Meeting or the Board of Directors. Within these limits, the General Director has the right to negotiate, conclude agreements on behalf of the Company, and control their execution, and also hire, promote, control and dismiss the Company’s employees, issue powers of attorney (with or without power of substitution) for performing actions on behalf of the Company, and exercise any other authorities except for the authorities which, under this Charter and applicable laws, fall within the competence of the General Meeting or the Board of Directors.

15.2	The General Director is responsible for preparation of all business-plans, cost estimates, annual balance sheets, annual accounting and financial statements, and also annual company statement, and submits these plans, balance sheets and statements for approval of the Board of Directors;

15.3	The General Director, pursuant to applicable laws and to the extent which does not fall within the competence of the General Meeting and the Board of Directors, has the following powers:

15.3.1

to maintain control over, and dispose of the Company’s property, including its monetary funds;

15.3.2

to conclude agreements on behalf of the Company and ensure their execution;

15.3.3

to develop the Company’s personnel policy, submit it for approval of the Board of Directors, and ensure its implementation after approval;

15.3.4

to hire and dismiss employees of the Company, conclude employment agreements;

15.3.5

to submit recommendations to the Board of Directors and the General Meeting concerning remuneration of the Company’s external auditor;

15.3.6

to approve the Company’s policy concerning the assignment of duties and the preparation of job descriptions for the Company’s employees;

15.3.7

to pass resolutions and issue orders regarding the current issues related to internal activity of the Company;

Charter of OOO “First Tula Distillery”

15.3.8

to open, control transactions and to close banking accounts on behalf of the Company in accordance with applicable laws;

15.3.9

to prepare necessary materials and proposals for consideration by the Board of Directors and/or the General Meeting, and to ensure implementation of resolutions of the Board of Directors and the General Meeting;

15.3.10

to represent the Company in relations with governmental bodies and agencies;

15.3.11

to ensure the compliance with applicable laws by the Company;

15.3.12

to appoint the deputies General Director and chief accountant, subject to their preliminary approval by the Board of Directors, and to distribute duties between them;

15.3.13

to approve instructive materials and regulations on the Company’s structure and subdivisions (except for branches and representative offices);

15.3.14

to approve the Company’s staffing table;

15.3.15

to approve regulations regarding the form and system of payment for labour, internal regulations and other documents governing the Company’s day-to-day operations;

15.3.16

to approve the rules for record management, statements and control over the performance discipline;

15.3.17

to pass resolutions on all other issues concerning the Company’s day-to-day operations which are necessary for achieving its goals and do not fall within the competence of the General Meeting or the Board of Directors.

ARTICLE 16.

FINANCIAL STATEMENT AND ACCOUNTING

16.1	The Company’s financial year is a calendar year (from January 1 till December 31).

16.2

16.3	The Company may engage an external auditor for conducting annual audit of accounting balance sheets and financial statements of the Company and for the other purposes which may be determined by the General Meeting or be required pursuant to applicable laws.

Charter of OOO “First Tula Distillery”

ARTICLE 17.

PROCEDURE FOR ALLOCATION OF PROFIT AMONG PARTICIPANTS OF COMPANY

17.1	Under resolution of the General Meeting, the Company’s net profit remaining after payment of all taxes, may be paid to the Participants, wholly or partly, on a yearly, half-yearly or quarterly basis according to their Shares in the Company.

17.2	Profit may be allocated in money terms, and may be paid by the Company or its authorized agent.

17.3	The profit amount being allocated in such a manner does not include appropriate withholding taxes. The Company or its authorized agent deducts all withholding taxes within the limits, as provided for by applicable laws, before payment of profit share to each Participant.

ARTICLE 18.

RESERVE FUND

18.1	The Company may create a reserve or other funds in the form and in the amount provided for by the respective resolution of the General Meeting.

ARTICLE 19.

ASSIGNMENT OF SHARE IN COMPANY

19.1

19.2	Disposal of the Share or a portion of the Share by any Participant of the Company in favour of third parties by any means except for sale is permitted only with the consent of all other Participants of the Company.

19.3	The Company’s Participants use a pre-emptive right to purchase the Share or a portion of the Share of the Company’s Participant at the price of offer to third party;

The Company’s Participants are entitled to use a pre-emptive right to purchase the whole Share or not the whole portion of the Share in the Company’s Charter Capital proposed for sale. Whereby, the remaining Share or a portion of the Share may be sold to third party after a partial disposal of the said right by the Participants at the price and on the terms which were disclosed to the Company and its Participants.

The Company’s Participants may be offered the possibility to acquire the Share or a portion of the Share not in proportion to the number of their Shares.

19.4	Sale or disposal of the Share or a portion of the Share in the Company’s Charter Capital to third parties is permitted subject to compliance with the requirements provided for the Charter and applicable laws of the Russian Federation.

Charter of OOO “First Tula Distillery”

19.5

When selling the Share or a portion of the Share in violation of pre-emptive rights, any Participant or Participants of the Company is entitled, within three months from the time when the Company’s Participant or Participants knew or should have known of such violation, to seek for transfer of purchaser’s rights and duties to them by judicial means.

19.6	It is not permitted to surrender the said pre-emptive rights concerning the purchase of the Share or a portion of the Share in the Company’s Charter Capital.

19.7

Withdrawal of the offer for the sale of the Share or a portion of the Share after its receipt is permitted with the consent of all Participants of the Company only.

19.8	The Company’s Participants are entitled to use a pre-emptive right to purchase the Share or a portion of the Share within thirty days (or a longer period) from the date of the receipt of offer by the Company.

19.9

If within 30 (thirty) days from the date of the receipt of offer by the Company, the Company’s Participants do not use a pre-emptive right to purchase the Share or a portion of the Share offered for sale, including those which arise as a result of the use of pre-emptive right to purchase the whole Share or not whole portion of the Share, or the waiver of particular Participants of the Company of pre-emptive right to purchase the Share or a portion of the Share, the remaining Shares may be sold to a third party at the price not less than that one fixed in the offer for the Company’s Participants, and on the terms which were disclosed to the Company and its Participants subject to the provisions of Article 19.11 hereof.

19.10

A pre-emptive right to purchase the Share or a portion of the Share in the Company’s Charter Capital possessed by the Participant is terminated on the day of:

•

submission of written application for waiver of this pre-emptive right in accordance with the procedure specified in this clause;

•

expiry of the period of use of this pre-emptive right.

Applications from the Company’s participants for waiver of pre-emptive right to purchase the Share or a portion of the Share must be received by the Company before the expiry of exercise of this pre-emptive right as stipulated in accordance with clause 19.8 hereof.

19.11

The Company does not have a pre-emptive right, in relation of third parties, to purchase the Share or its portion not acquired by other Participants.

19.12

The Share of the Company’s Participant may be disposed only to the extent that has been paid.

19.13

Transfer of the Share in the Company’s Charter Capital in favour of citizens’ successors and legal entities’ assignees being the Company’s Participants, and transfer of the Share

Charter of OOO “First Tula Distillery”

owned by a liquidated legal entity, its Participants having proprietary rights to its property or rights of obligation with regard to this legal entity, are permitted with the consent of the remaining Participants of the Company only.

19.14

Transaction aimed at the disposal of the Share or a portion of the Share is subject to compulsory notarial certification except for the cases specified in Articles 23, 24, clause 2 of Article 26 of the Federal law “On Limited Liability Companies”.

19.15

The acquirer of the Share or a portion of the Share receives all rights and duties of the Company’s Participant which were arose before the assignment of the said Share or a portion of the Share except for rights and duties stipulated by p.2, clause 2, Article 8 and p.2, clause 2, Article 9 of the Federal law “On Limited Liability Companies”.

19.16

The Company is not entitled to acquire the Shares or portions of the Shares in its Charter Capital except for the cases as stipulated by the law.

19.17

In the case of refusal by the Participants to give consent for disposal (except for sale) of the Share or a portion of the Share, the Company, after the receipt of written request from the Participant intending to dispose the Share or a portion of the Share, is obliged to acquire the respective Share. Such acquisition is deemed to be taken place on the date of the receipt by the Company of the respective request. In return, the Company is obliged to pay the Participant the real cost of its Share determined according to the Company’s accounting for the last reporting period preceding the date of request, or subject to a written consent of the Participant to provide the Participant with property in kind, the market value of which corresponds to the cost of his Share. The real cost of the Share is equal to such portion of the cost of the Company’s net assets which corresponds to the Share in the Charter Capital in per cent. Payment of monetary funds or assignment of property is made within 3 (three) months since the assignment of the Share to the Company.

ARTICLE 20. WITHDRAWAL

OF PARTICIPANT FROM COMPANY

20.1	The Participant has a right to withdraw from the Company by means of disposing of the Share to the Company at any time, without consent of other Participants.

20.2

In order to withdraw from the Company, the Participant submits a written application to the Company’s General Director who must immediately notify all remaining Participants of the Company of it. The Share or a portion of the Share of the withdrawing Participant is transferred to the Company since the time of submission of the above-mentioned application. In this case, the Company is obliged to pay the Participant the real cost of his Share in the Company’s Charter Capital in money terms or, upon the consent of such Participant, gives him the property at the same cost in kind. If the Participant has not paid its contribution to the Charter Capital in full, the real cost of a portion of his Share in proportion to the paid portion of the Share shall be paid to him.

Charter of OOO “First Tula Distillery”

20.3

For the purposes of Article 20.2 hereof, the real cost of the Participant’s Share is calculated on the basis of the Company’s accounting data for the last reporting period preceding the date of submission of application for withdrawal from the Company, as specified in Article 20.2 hereof. The real cost is paid for the account of difference between the cost of the Company’s net assets and the size of the Charter Capital. If such difference is insufficient for payment to the Participant who submitted the application for withdrawal from the Company, the latter must decrease its Charter Capital in accordance with the procedure specified by this Charter and applicable laws. The real cost should be paid to the Participant within 3 (three) months since the date of occurrence of the respective obligation.

20.4

In the case if the Participant uses his right to withdraw from the Company, as specified in this Article 20 hereof, the Participant has a right to convert the real cost of his Share into foreign currency at his option, and to repatriate it to the banking account abroad, acting in accordance with the Russian laws on currency regulation and control at all times.

20.5	The Participant withdrawing from the Company is not discharged from his obligations as for making contribution to the Company’s property in the case when such circumstances occurred before the submission of application, as stipulated by Article 20.2 hereof.

ARTICLE 21. REORGANIZATION

AND LIQUIDATION OF COMPANY

21.1	In case of reorganization of the Company, the General Meeting shall approve deed of assignment and separation balance sheet, and afterwards, to notify the Company’s creditors of its reorganization.

21.2	Reorganization of the Company may be performed in the form of merger, consolidation, split-off, spin-off and/or reorganization in any form provided for by applicable laws.

21.3	The Company may be liquidated in case of adoption of resolution by the General Meeting being passed unanimously by all Participants (voluntary liquidation), or as a result of delivery of final decision by competent court (liquidation upon court decision).

21.4	The General Meeting must immediately send a written notice about the resolution passed by it to liquidate the Company and a copy of court decision concerning liquidation of the Company to governmental body or bodies performing a state registration of legal entities (“the Authorized Body”).

21.5	Liquidation of the Company entails its termination without transfer of rights and duties to other persons according to the procedure of succession.

21.6	Resolution of the General Meeting regarding a voluntary liquidation of the Company and appointment of the liquidation commission is passed at the suggestion of the General Director or the Participant.

21.7	When liquidating the Company, the General Meeting appoints, upon the consent with the Authorized Body, the liquidation commission.

21.8	The liquidation commission, since the time of its appointment, receives all powers for the Company management. The liquidation commission, on behalf of the Company, appears before the court.

21.9	The liquidation commission posts the publication on the Company’s liquidation and on the procedure and the terms for filing claims by its creditors in printed media. This term may not be less than two months since the time of publication.

Charter of OOO “First Tula Distillery”

21.10

The liquidation commission takes steps in order to determine creditors and obtain accounts receivable, and also notifies creditors of the Company’s liquidation in writing.

21.11

21.12

21.13

Payment of monetary amounts to creditors is made by the liquidation commission in the order of priority as established by the Civil Code of the Russian Federation.

21.14

Upon completion of settlements with creditors, the liquidation commission draws up the liquidation balance sheet approved by the General Participants Meeting and agreed with the Authorized Body.

21.15

The Company’s property remaining after settlement of creditors’ claims is transferred to its Participants in proportion to their Shares in the Company’s Charter Capital.

21.16

The Company’s liquidation is deemed to be completed, and the Company – as have been liquidated after making an entry into the Uniform State Register of Legal Entities.

21.17

ARTICLE 22. MAINTENANCE

OF COMPANY’S COCUMENTS AND DISCLOSURE

22.1

The General Director ensures the maintenance by the Company of originals (or notarized copies) of the following documents of the Company: (i) Memorandum of Association, the Company’s Charter, changes and amendments thereto registered in due course, resolutions on establishment of the Company and the Company’s state registration certificates; (ii) the documents proving the Company’s rights to the property being on its books; (iii) the Company’s internal documents approved by the General Meeting, the Board of Directors and the General Director; (iv) regulations on the Company’s branches and representative offices; (v) the documents related to the issue of bonds and other issuing securities; (vi) annual financial statements; (vii) accounting documents; (viii) consolidated funds statements submitted to the respective bodies; (ix) minutes of the General Meetings, meetings of the Board of Directors, orders of the General Director and other documents signed by him; (x) the list of the Company’s affiliates with specification of the Share in the

Charter of OOO “First Tula Distillery”

Company (if any) owned by each such affiliate; (xi) report of the Company’s external auditor and state and municipal financial control bodies; (xii) the documents related to the Company’s staff, and (xiii) other documents, the maintenance of which is provided for by applicable laws.

22.2	The Participants have the right to obtain information on the Company within a reasonable time period and in the manner established by Article 7.2 hereof.

22.3	In the cases when it is required by applicable laws, and to the extent that it is stipulated by it, the Company shall publish reports about its activity, accounting balance sheets and other information.


Closed Joint Stock Company				[seal: “Group of Companies “Russian Alcohol” * Closed Joint Stock Company * MOSCOW * OGRN [illegible] * REGISTERED IN THE REGISTER OF SEAL No. [illegible]]
Group of Companies “Russian Alcohol”
[signature]
Carlo Radicati di Primeglio


ZAO “Mid-Russian Distilleries”				[seal: Mid-Russian Distilleries; CLOSED JOINT STOCK COMPANY * MOSCOW * OGRN [illegible] * REGISTERED IN THE REGISTER OF SEAL No. [illegible]]
[signature]
Zhangozin K.N.

TRUE COPY

Original Charter is maintained at the Russian Inter-District Federal Tax Agency’s Inspectorate No. 10 for the Tula Region

Bound, numbered and sealed 24 (twenty four) sheet(-s)

In words

27 January 2010

Head of Registration Files Maintenance Department

Russian Inter-District Federal Tax Agency’s Inspectorate No. 10 for the Tula

Region [signature] T.N. Novichkova

[seal: Coat-of-Arms of Russia * FEDERAL TAX AGENCY OF RUSSIA *

FEDERAL TAX SERVICE

ADMINISTRATION FOR THE TULA

REGION * INTER-DISTRICT

INSPECTORATE NO. 10 FOR THE

TULA REGION, OGRN

10771040002099

APPROVED

by resolution of the General Participants Meeting

Limited Liability Company

“First Tula Distillery”

dated 26 October 2011

AMENDMENT No. 1

in the Charter of Limited Liability Company

“First Tula Distillery”

Clause 6.2, Article 6 of the Company’s Charter, due to increase in the Company’s Charter Capital, shall be amended as follows:

“Size of the Company’s Charter Capital (“the Charter Capital”) amounts to 80,000,000 (eighty millions) roubles.”

Presiding at the Extraordinary General Participants Meeting

of OOO “First Tula Distillery”

[signature]

Carlo Radicati di Primeglio

Secretary of the Extraordinary General Participants Meeting

of OOO “First Tula Distillery”

[signature]

Koltunov S.A.


						[stamp: FEDERAL TAX AGENCY’S
		[seal: LIMITED LIABILITY COMPANY				INTER-DISTRICT INSPECTORATE
		“First Tula Distillery” OGRN				NO. 10 FOR THE TULA REGION,
		1047101123630 INN 7107080731				State registration certificates have been issued on 11 March 2004 OGRN 1047101123630
						On 9 November 2011 under GRN 2117154358616
						Title Deputy head of Department
						Signature [illegible]
		[seal: Coat-of-Arms of Russia *				Stamp here
		FEDERAL TAX AGENCY OF RUSSIA *				Copy of document is maintained at registration body
		FEDERAL TAX SERVICE
		ADMINISTRATION FOR THE TULA
		REGION * INTER-DISTRICT
		INSPECTORATE NO. 10 FOR THE
		TULA REGION, OGRN
		10771040002099

EX-99.T3A.17 18 d483104dex99t3a17.htm CHARTER Charter

Exhibit T3A.17

APPROVED BY THE DECISION OF

THE SOLE MEMBER OF

BRAVO PREMIUM LLC

OF APRIL 5, 2012

CHARTER

of BRAVO PREMIUM LLC

Saint Petersburg

2012

ARTICLE 1.

GENERAL PROVISIONS

1.1

Bravo Premium Limited Liability Company (“Company”) has been incorporated in compliance with the Civil Code of the Russian Federation, Federal Law No. 14-FZ “On Limited Liability Companies” dated February 8, 1998 (“Law”) and carries out its activity in line with the above laws, other regulations of effective laws and this Charter.

1.2	The Company has been incorporated for an indefinite term.

ARTICLE 2.

NAME, LOCATION, BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY

2.1	The full trade name of the Company is:

In Russian:

Abbreviated trade name of the Company:

2.2	The name of the Company in English: Bravo Premium LLC.

2.3	Location of the Company: liter A, bldg. 3, 52, Kuznetsovskaya St., Saint Petersburg, Russian Federation, 196105

The location of the Company is determined by the place of its state registration.

2.4

The Company may set up branches and open representative offices in the territory of the Russian Federation and abroad in compliance with effective laws, including laws of foreign states in the territories of which such branches and representative offices are located, unless otherwise stipulated by international treaties made by the Russian Federation.

ARTICLE 3.

GOALS AND TYPES OF THE COMPANY’S ACTIVITY

3.1

The primary activity of the Company is gaining profit from performance of the production, commercial, investment and other activities permitted by effective laws in the Russian Federation and abroad, in particular from: (a) production of and trade in alcoholic beverages (including their wholesale purchases, storage and supplies, as well as retail sale of them) and other excisable goods, food, soft drinks, consumer goods and production and technical products; (b) performance of the trade and purchase activity, including wholesale and retail and commission trade, including trade in foodstuff, alcoholic beverages and tobacco goods, provision of warehousing services; (c) set up and management of retail and wholesale networks selling alcoholic beverages; (d) organization and operation of food and foodstuff production; (e) set up and operation of public catering establishments; (f) forwarding services, cargo transportation, services of vehicles repair and maintenance, operation of vehicles and parking lots; (g) provision of domestic services for the population; (h) technical maintenance, repair, warranty and after sale services related to production, industrial and domestic equipment; (i) scientific and technical, engineering and information research and development; (j) provision of intermediary, marketing (including issue for licenses to use trade marks and trade names), implementation, engineering, consulting, information and advertizing services, services in the area of management and other services; (k) organization and holding of trade fairs, auctions, seminars, etc.; (I) attraction of investments and investment of funds into enterprises producing and selling alcoholic and other drinks and other enterprises in the Russian Federation and abroad; (m) management of the above enterprises both independently, and in cooperation with others; (n) efficient marketing of products produced by enterprises into which the Company invests its funds, as well as from performance of other associated activities.

3.2	The Company may perform any activities to achieve the above goals within the limits set by effective laws, and subject to availability of all required licenses and permits, including:

3.2.1

purchase, possession, use and disposal of any real (including, without limitations, land plots, buildings and constructions) and personal (including securities and participatory interests in business entities) property and property rights;

3.2.2

performance of the investment activity of any types and forms permitted by laws of the Russian Federation;

3.2.3

performance of the production activity of any nature, including creation of new objects (including their construction) of personal and real property, their operation, repair and maintenance;

3.2.4

performance of the trade activity, including import and export transactions, wholesale and retail trade;

3.2.5

performance of any other activities that may be deemed necessary or desirable for achievement of the Company’s goals.

ARTICLE 4.

LEGAL STATUS OF THE COMPANY

4.1

The Company is a legal entity incorporated in the form of a limited liability company under laws of the Russian Federation. The Company keeps accounting records, has bank accounts and may in its own name make contracts, acquire property and personal non-property rights, undertake and perform obligations, act as a claimant and as a defendant at courts, arbitration courts and intermediate courts in the territory of the Russian Federation and abroad. The Company may have subsidiary and associated business entities with rights of a legal entity in the territory of the Russian Federation and abroad.

4.2	The Company shall acquire rights of a legal entity upon its state registration.

4.3

The Company shall be liable for its obligations within the limits of cost of its property and shall not be liable for obligations of its Members. Unless otherwise stipulated by laws, Members shall not be liable for obligations of the Company and shall bear the risk of losses related to the Company’s activity within the limits of their participatory interests in the Authorized Capital of the Company. Members of the Company who have not paid up their Participatory Interests in full shall be jointly and severally liable for its obligations within the limits of the unpaid part of their Participatory Interests in the Authorized Capital of the Company.

4.4

The Company shall have a round seal, the sample of which shall be approved by the General Director of the Company (“General Director”). The seal of the Company shall bear its location and full trade name in Russian. The seal of the Company may also bear the full or abbreviated name of the Company in English.

The Company may have stamps and letterheads bearing its trade name, its own emblem, as well as a duly registered trade mark and other means of individualization.

4.5	The Company shall register and/or notify competent registration bodies of any changes made to the Company’s Charter, in the procedure and within terms stipulated by effective laws.

ARTICLE 5.

MEMBERS IN THE AUTHORIZED CAPITAL OF THE COMPANY

5.1	Members of the Company may be individuals or legal entities. State authorities and local bodies may not be Members of the Company, unless otherwise stipulated by the federal law. The number of Members of the Company may not exceed fifty persons.

5.2

Data on the amount and nominal value of the Participatory Interest of each Member of the Company shall be entered into the uniform state register of legal entities in compliance with the federal law on state registration of legal entities. At that data on the nominal value of Participatory Interests of Members of the Company in the course of its set up shall be determined based on provisions of the foundation agreement of the Company or resolution of the sole founder of the Company, in case such participatory interests have not been paid up in full and shall be paid up in the procedure and within terms stipulated by the Law.

5.3

The Company shall keep a list of Members of the Company indicating data on each Member of the Company, on the amount of his/her Participatory Interest in the Authorized Capital and its payment, as well as on the amount of Participatory Interest owned by the Company, dates of their transfer to the Company or their purchase by the Company. The Company shall secure keeping and storage of the list of Members of the Company in compliance with requirements of the Law as of the moment of the Company state registration.

5.4

Admission of new members to the Company (hereinafter members of the Company are referred to as “Members”), withdrawal and exclusion of Members from the Company, as well as transfer of the Participatory Interest or of a part of the Participatory Interest to another Member or to third parties shall be effected in compliance with effective laws and this Charter.

ARTICLE 6.

AUTHORIZED CAPITAL PARTICIPATORY INTERESTS OF MEMBERS IN THE AUTHORIZED CAPITAL OF THE COMPANY

6.1	The Authorized Capital shall be composed of the nominal value of Members’ Participatory Interests. The amount of the Member’s Participatory Interest in the Authorized Capital shall be specified as a percentage.

6.2	The amount of the Authorized Capital of the Company (“Authorized Capital”) makes fifty one million (51,000,000) rubles.

6.3	As at the moment of state registration of the new version of the Company’s Charter, its Authorized Capital has been paid up by Members in the amount of 100%.

6.4

Additional contributions to the Authorized Capital may be made in Russian rubles and in a foreign currency and/or with non-monetary assets in the form of construction materials, machinery and equipment, buildings, constructions, vehicles and other property, securities, rights to use the land, water and other natural resources, buildings, constructions, machinery and equipment, as well as other property rights, including intellectual property rights and other rights having monetary value, to the extent permitted by laws.

6.5

The monetary value of additional non-monetary contributions to the Authorized Capital shall be approved by a resolution of the General Meeting of Members of the Company (“General Meeting”) to be unanimously passed by all Members of the Company. The monetary value of any such non-monetary contributions shall be calculated on the basis of the market value of the property contributed. When required by effective laws, such monetary value of additional non-monetary contributions shall be calculated by an independent appraiser.

6.6	Contributions to the Authorized Capital denominated or valued in a foreign currency shall be recorded in accounting books of the Company in rubles at the official rate fixed by the Central Bank of the Russian Federation as at the date a contribution is made.

6.7

The Authorized Capital may be increased: (i) at the expense of the Company’s property; (ii) at the expense of additional contributions made by its Members; and/or (iii) at the expense of contributions made by third parties admitted to the Company. A resolution on increase of the Authorized Capital at the expense of additional contributions made by its Members shall be passed by the General Meeting by the majority of at least two thirds of votes of the total number

of Members’ votes. A resolution on increase of the Authorized Capital on the basis of the Member’s application (Members’ applications) for making an additional contribution and/or third party’s application (third parties’ applications) for his/her admitting to the Company and making a contribution shall be passed by the General Meeting unanimously. Voting on the issue of the Authorized Capital increase may be held only subject to full payment of all previous contributions to the Authorized Capital.

6.8	In case of the Authorized Capital increase at the expense of the Company’s property, the nominal value of Participatory Interests of all Members shall be proportionally increased without any changes in the percentage of amounts of Members’ Participatory Interests.

6.9

In case of the Authorized Capital increase by way of making additional contributions by all Members, the General Meeting shall determine the total value of such additional contributions, as well as a uniform for all Members ratio between the value of the Member’s additional contribution and the amount by which the nominal value of his/her/its Participatory Interest is increased. Increase in the nominal value may not exceed the value of additional contributions.

6.10

Within two (2) months as of the date the General Meeting passes a resolution in compliance with clause 6.9 above (or within a longer term as may be fixed by the General Meeting), each Member may make an additional contribution to the Authorized Capital. Share of each Member in the additional contribution may not exceed the amount of the Participatory Interest of such Member in the Authorized Capital that existed prior to the Authorized Capital increase.

6.11

Within one (1) month after expiry of the term for making an additional contribution specified in clause 6.10 above, the General Meeting shall pass an additional resolution on approval of results of the Authorized Capital increase and on making relative amendments to the Company’s Charter. The nominal value of the Participatory Interest of each Member who has made an additional contribution shall be increased in the proportion to be calculated in compliance with clause 6.9 above.

6.12

The General Meeting may pass a unanimous resolution on increase of the Authorized Capital upon application of one or several Members or upon application of one or several third parties wishing to become Members. Such application shall specify the amount and composition of the proposed contribution, the procedure and terms of its making, as well as the Participatory Interest a Member or a third party wishes to acquire in the Authorized Capital. Such application may also contain additional conditions related to the contribution and participation in the Company.

6.13

Simultaneously with the resolution specified in clause 6.11 above on increase of the Authorized Capital, the General Meeting shall pass a unanimous resolution on making relative amendments to the Company’s Charter, a resolution on increase of the Participatory Interest of one or several Members, and where required a resolution on reallocation of Participatory Interests in the Company. The nominal value of the Participatory Interest transferred to the relative Member or third party may not exceed the value of the relative contribution to the Authorized Capital.

6.14	Additional contributions shall be made by Members of the Company and by third parties within six months as of the date the General Meeting of Members of the Company passes resolutions specified in clauses 6.12, 6.13.

6.15

An application for state registration of amendments to the Company’s Charter reflecting increase of the Authorized Capital, signed by the General Director of the Company and other documents for effecting state registration in connection with increase of the Authorized Capital of the Company, increase of the nominal value of Participatory Interests of the Company’s Members who have made additional contributions, admission of third parties to the Company, determination of the nominal value and the amount of their Participatory Interests and, where required, with changes in the amount of Participatory Interests of the Company’s Members, as

well as documents reflecting making in full amount by Company’s Members of additional contributions or making of contributions by third parties shall be submitted to the body effecting state registration of legal entities, within one month as of the date the resolution specified in clause 6.13. of this Charter is taken, or making of additional contributions by Members of the Company or third parties.

Such application shall confirm making in the full amount by Company’s Members of additional contributions or making of contributions by third parties. During three years as of the moment of state registration of relative amendments to the Company’s Charter, Members of the Company shall jointly and severally bear secondary liability for the Company’s obligations in case its property is insufficient, in the amount of value of outstanding additional contributions.

6.16

In case of violation of the terms specified in clauses 6.10, 6.11, 6.14, 6.15, relative increase of the Authorized Capital shall be acknowledged failed. In this case contributions earlier made to the Authorized Capital in connection with such increase shall be returned within a reasonable term to relative Members and third parties who took part in the Authorized Capital increase.

6.17	The Authorized Capital may be reduced by a resolution of the General Meeting to be passed unanimously by all Members, provided that the Authorized Capital may be reduced only subject to notification of all creditors of the Company and performance of other actions stipulated by effective laws.

6.18

If at the end of the second financial year after registration of the Company and at the end of every subsequent financial year the cost of net assets of the Company proves to be lower than the amount of the Authorized Capital, the Company shall announce reduction of the Authorized Capital and duly register such reduction. If the cost of net assets proves to be lower than the minimum amount of the Authorized Capital fixed by laws, the Company shall be liquidated. The Company shall reduce its Authorized Capital in all other cases when such reduction is required in compliance with effective laws.

6.19

Documents for state registration of amendments made to the Charter in connection with reduction of the Company’s Authorized Capital and change of the nominal value of Participatory Interests of the Company’s Members shall be presented to the body effecting state registration of legal entities within one month as of the date of sending of the last notification of reduction of the Company’s Authorized Capital and of new amount thereof to creditors.

Such amendments shall become effective for third parties as of the moment of their state registration.

6.20	Within the limits fixed by effective laws, the Company or its Members shall be exempted from payment of customs duties and VAT on import of the property representing a non-monetary contribution to the Authorized Capital (including in case of the Authorized Capital increase).

ARTICLE 7.

RIGHTS AND OBLIGATIONS OF THE COMPANY’S MEMBERS

7.1	Each Member may take part in the Company management participating in proceedings of the General Meeting of Members and voting thereat. The number of votes owned by each Member shall be proportional to his/her/its Participatory Interest in the Authorized Capital.

7.2

Each Member may receive from the Company any information related to the Company’s activity. Any Member may at any time examine the Company’s Charter, as well as accounting books and internal regulations of the Company. Such information shall be presented, and copies of the Charter, accounting documents and internal regulations of the Company shall be sent to the Member free of charge within three (3) days as of the moment of the request receipt from the Member.

7.3

Each Member shall be entitled to a share in the course of the Company’s profit distribution to be periodically announced by the General Meeting, and to a share in the Company’s property in the course of the Company liquidation (after settlement of creditors’ claims in compliance with effective laws) pro rata to the Participatory Interest of such Member in the Authorized Capital.

7.4	Subject to provisions of the effective Russian laws, each Member may at any time sell or alienate in any other manner his/her/its Participatory Interest in the Authorized Capital or a part thereof to another Member of the Company with consent of other Members.

7.5	In addition to the rights specified in clause 7.4. of this Charter each Member may at any time sell or assign in any other manner his/her/its Participatory Interest or a part thereof to any third party in compliance with article 19 of the Charter.

7.6

Each Member shall pay up his/her/its Participatory Interest in the Authorized Capital in the procedure, amount and within terms stipulated by this Charter and resolutions passed by the General Meeting on its basis. The failure by a Member to make a contribution in full to the Authorized Capital within the term fixed, shall result in the interest accrual on the outstanding part of the contribution at the rate to be determined by a resolution of the General Meeting.

7.7

A Member may at any time withdraw from the Company by way of alienation of his/her/its Participatory Interest to the Company with consent of other Members of the Company or of the Company in the procedure described in article 20 of this Charter. A Member may demand that the Company purchase his/her/its Participatory Interest in the cases stipulated by the Law. Withdrawal of a Member from the Company resulting in the Company having no more Members shall be prohibited.

7.8	Each Member shall make contributions to the Company’s property by resolution of the General Meeting to be passed unanimously by all Members.

7.9	Each Member shall not disclose all confidential information on the Company’s activity.

7.10

A Member of the Company may pledge his/her/its Participatory Interest or a part thereof in the Authorized Capital of the Company to another Member of the Company or with consent of the General Meeting of Members of the Company to a third party. A resolution of the General Meeting of Members of the Company on approval of pledge of the Participatory Interest or a part thereof in the Authorized Capital of the Company owned by a Member of the Company shall be passed by the majority of votes of all Members of the Company. A vote of the Company’s Member intending to pledge his/her/its Participatory Interest or a part thereof shall not be taken into account when counting voting results.

ARTICLE 8.

MANAGEMENT OF THE COMPANY

8.1

The Company shall be managed by the General Meeting of Members of the Company (“General Meeting”), Board of Directors of the Company (“Board of Directors”) and the sole executive body of the Company — General Director or through a Management Company (“Manager”). The status and proceedings of the General Meeting, Board of Directors and Sole Executive Body are described below.

ARTICLE 9.

GENERAL MEETING

9.1

The superior body of the Company is the General Meeting. As long as the Company has only one Member, resolutions on the issues referred to the competence of the General Meeting shall be passed by such sole Member individually and shall be executed in the written form, at that if it follows from the context, references to the General Meeting contained in this Charter shall be deemed references to the sole Member of the Company, and provisions of this Charter related to preparation, convocation, holding of the General Meeting and passing of resolutions by the General Meeting shall not be applied, save for the provisions related to terms of holding of the annual General Meeting.

The General Meeting may be an ordinary meeting held annually for approval of annual results of the Company’s activity, and an extraordinary meeting held in the cases stipulated by this Charter, as well as in any other cases, if holding of such General Meeting meets interests of the Company and its Members.

9.2

The ordinary General Meeting at which annual results of the Company’s activity are to be approved, shall be held once a year no earlier than the 15th of March and no later than the 30th of April of each year. The annual General Meeting shall be convened by the sole executive body. It shall be held at the place of the Company’s location, unless the sole executive body resolves otherwise.

9.3	The extraordinary General Meeting shall be convened by the General Director on his/her own initiative, or on demand: (a) of the Board of Directors, (b) of the auditor, or (c) of the Members holding in aggregate at least one tenth of the total number of votes of the Company’s Members.

9.4	A notification of the General Meeting convocation shall be sent by the General Director to each Member at least thirty (30) days prior to the date of the meeting. Such notification shall contain: (a) a full list of the agenda items; and (b) time and place of the meeting holding.

A notification of the General Meeting convocation shall be sent to Members by mail or with a courier or shall be delivered personally against signature. A notification of the General Meeting convocation may be also sent by electronic communication means securing authenticity of the messages sent and received and their documentary prove.

9.5	In case of violation of the General Meeting convocation procedure described in clause 9.4, such General Meeting shall be deemed competent if it is attended by all Members.

9.6

Members present at the meeting shall register by the time fixed for the General Meeting opening. If at the moment of the meeting opening registration has not been finished, the meeting shall not be opened until everybody who was present at the moment fixed for the General Meeting opening has registered for participation in the meeting. Members shall elect the Chairman and Secretary of the General Meeting from among their number by a simple majority of votes. Voting at the General Meeting shall be effected in the procedure described in clause 7.1 of this Charter.

9.7

There is a quorum at the General Meeting present to pass resolutions on the agenda items, if Members holding over fifty per cent of all votes of the Members are registered and present at the meeting personally or via their legal representatives. When resolutions on all agenda items are passed by a greater number of votes, for the quorum to be constituted, Members holding in aggregate the minimum number of votes required for passing such resolutions shall be present. Members’ representatives at the General Meeting shall present documents confirming their powers.

9.8

If there is no quorum present at the moment fixed for the General Meeting opening (taking into account prolongation of the registration term according to clause 9.6 above), such General Meeting shall be convened once more during a period to be fixed by the Chairman of the General Meeting that shall not exceed ten (10) days inclusive of the terms specified in clause 9.2 of this Charter. There shall be a written notification specifying a new date of the meeting holding immediately sent to all absent Members. Such newly convened meeting may pass resolutions only on the items of the initial agenda. Members shall be registered prior to opening of the newly convened meeting. A newly convened meeting shall elect the Chairman and Secretary of the General Meeting according to clause 9.6 of this Charter and shall establish if the quorum is present. In case there is no quorum, the General Meeting with this agenda shall not be convened any more, but there may be a new General Meeting convened in the procedure established.

9.9

The General Meeting with the quorum present may be adjourned for the period of no more than thirty (30) days inclusive of the terms specified in clause 9.2 of this Charter, without prejudice to any other resolutions that were earlier passed at that meeting prior to its adjournment. There shall be a written notification of the new date, place and time of holding of the adjourned General Meeting immediately sent to all absent Members. A renewed General Meeting may pass resolutions only on the items of the initial agenda that remained unresolved.

9.10

The General Director shall provide for keeping minutes of every General Meeting, which minutes shall be signed by the Chairman of the General Meeting. Copies of the minutes certified by the General Director shall be sent to Members within ten (10) days after execution of the minutes of the General Meeting.

9.11	By a resolution of the General Meeting, the Company may compensate Members or their representatives for the expenses related to their participation in General Meetings.

9.12

The General Meeting may pass resolutions without holding of the meeting (joint presence of Members) by way of holding of the absentee voting (by poll). Such voting may be held by way of exchange of documents via mail, telegraph, teletype, telephone, electronic or another communication securing authenticity of the messages sent and received and their documentary prove. Such absentee voting may not be used to pass resolutions on approval of annual reports and annual balance sheets (clause 10.1.3 (ii) of the Charter). The procedure for holding of the absentee voting shall be described in internal regulations of the Company.

ARTICLE 10.

COMPETENCE OF THE GENERAL MEETING

10.1	The following issues shall be referred to the competence of the General Meeting:

10.1.1

Issues resolution of which requires unanimous approval of all Members:

(i)

reorganization and liquidation of the Company; election of the liquidation commission and approval of the liquidation balance sheet;

(ii)

reduction of the Authorized Capital;

(iii)

increase of the Authorized Capital on application of the Member (applications of Members) for making additional contributions and (or) on application of a third party (applications of third parties) for his/her/its/their admission to the Company and making a contribution;

(iv)

approval of the monetary value of non-monetary contributions to the Authorized Capital made by Members and by third parties admitted to the Company;

(v)

passing of resolutions on allocation of Company’s Participatory Interests among all Members pro rata their Participatory Interests in the Authorized Capital or on alienation of them to all or some Members or third parties;

(vi)

granting to a Member (Members) of additional rights and/or imposition of additional obligations along with rights and obligations stipulated by the Law (“Additional Rights and/or Obligations”) and making relative amendments to the Charter;

(vii)

termination/limitation of Additional Rights and/or Obligations and making relative amendments to the Charter;

(viii)

inclusion into the Charter, deletion from it, as well as alternation of its provisions describing the procedure for exercise of the pre-emption right to purchase a Participatory Interest or a part thereof in the Authorized Capital alienated by any Member, otherwise than pro-rata to the amounts of the Members’ Participatory Interests;

(ix)

passing of resolutions on payment to creditors of the Member whose Participatory Interest in the Authorized Capital is subject to recovery, of the real value of such Participatory Interest in compliance with effective laws;

(x)

inclusion into the Charter, deletion from it, as well as alternation of its provisions that stipulate making of additional contributions to the Company’s property in compliance with article 27 of the Law;

(xi)

inclusion into the Charter and deletion from it, as well as alternation of its provisions describing the procedure for the profit allocation among Members otherwise than pro rata to Participatory Interests of Members in the Authorized Capital;

(xii)

inclusion into the Charter and deletion from it, as well as alternation of its provisions describing the procedure for counting of the number of votes owned by Members otherwise than pro rata to Participatory Interests of Members in the Authorized Capital;

(xiii)

determination of the Members’ liability for the failure to make contributions to the Company;

(xiv)

other issues requiring unanimous approval in compliance with effective laws.

10.1.2

Issues resolution of which requires at least 2/3 of votes of all Members:

(i)

making amendments to the Charter, as well as approval of the new version of the Charter (save for the amendments to the Charter made in compliance with clause 10.1.1 above);

(ii)

increase of the Authorized Capital at the expense of the Company’s property or at the expense of additional contributions made by Members;

(iii)

set up of branches and opening of representative offices of the Company and liquidation of them;

(iv)

passing of resolutions on making additional contributions to the Company’s property;

(v)

other issues requiring approval of at least 2/3 votes of all Members in compliance with effective laws;

10.1.3

Issues resolution of which requires a simple majority of Members’ votes:

(i)

determination of the main lines of the Company’s activity, as well as passing of resolutions on participation in associations and other unions of commercial organizations;

(ii)

approval of annual reports and annual balance sheets;

(iii)

passing of resolutions on allocation of the Company’s net profit among Members of the Company;

(iv)

election of members of the Company’s Board of Directors and early termination of their powers (both of all, and of any of them), alternation of the number of members of the Board of Directors;

(v)

issue by the Company of bonds and other securities; determination of the issue terms;

(vi)

appointment of audit, approval of the Company’s auditor and determination of the amount of payment for his/her services;

(vii)

resolutions related to creation of the Company’s funds (including the surplus fund) and allocations to them;

(viii)

appointment and termination of powers of the General Director and resolution of all issues related to conditions of his/her activity and remuneration, as well as passing of resolutions on transfer of powers of the General Director to the Manager, approval of such Manager and of the agreement with him/her;

(ix)

approval of internal regulations of the Company;

(x)

resolutions on approval of interested-party transactions (as defined in the Law), save for the cases when the amount of payment under such transaction or cost of the property constituting its subject makes two or less per cent of the cost of the Company’s property calculated on the basis on accounting data for the last reporting period;

(xi)

approval of pledge by any Member of his/her/its Participatory Interest in the Authorized Capital with another Member or with a third party;

(xii)

resolution on approval by the Company of major transactions related to purchase, alienation or the possibility of alienation by the Company, directly or indirectly, of the property with the cost exceeding 50% of the cost of the Company’s property;

(xiii)

filing by the Company of a claim to court for compensation of losses incurred by the Company in the result of actions performed by the General Director and for invalidation of a major transaction;

(xiv)

resolution on compensation out of the Company’s assets of expenses for preparation, convocation and holding of the extraordinary General Meeting-in compliance with clause 35(4) of the Law;

(xv)

any other issues that may be referred to the competence of the General Meeting in compliance with effective laws and this Charter.

10.2	The issues referred to the exclusive competence of the General Meeting may not be referred to the competence of the Board of Directors and/or of the General Director.

ARTICLE 11.

BOARD OF DIRECTORS

11.1

The Board of Directors shall consist of members whose number shall be determined by resolution of the General Meeting of Members. The number of members of the Board of Directors may be increased or decreased by the General Meeting by a simple majority of votes casted by Members present at the General Meeting.

11.2	Members of the Board of Directors shall be elected by the General Meeting for the term of five years and may be reelected unlimited number of times. The General Meeting may at any time early terminate powers of any or all members of the Board of Directors specifying reasons therefor or not.

11.3

The Board of Directors shall appoint a chairman of the Board of Directors from among their members by a simple majority of votes. The chairman may be reelected unlimited number of times. The chairman of the Board of Directors shall arrange work of the Board of Directors; convene meetings of the Board of Directors, prepare all required documents and execute control over day-to-day activity of the Board of Directors in compliance with this Charter and effective laws. Powers of the chairman of the Board of Directors may be at any time terminated by a resolution passed by a simple majority of votes of members of the Board of Directors with or without specification of the reason.

11.4	Members of the Board of Directors may at any time check any records, accounts or documents of the Company and receive from the Board of Directors, sole executive body or any office of the Company or its employee any data requested on Issues of the Company’s activity.

11.5

Besides compensation of travel and other expenses incurred in connection with participation in meetings of the Board of Directors (all expenses shall be documented for the purpose of accounting record), members of the Board of Directors may be paid some salary or fee for performance of functions of the Board of Directors members, unless otherwise specified in the resolution of the General Meeting.

11.6

Members of the Board of Directors shall act in the interests of the Company, shall exercise their rights and perform their obligations to the Company in the fair and reasonable manner; they may not carry out any activity that might produce any negative impact on performance by them of their obligations to the Company or compete with the Company’s activity.

11.7	The Board of Directors shall report to and shall be controlled by the General Meeting and shall be liable to it for the Company’s performance and performance of the functions it is charged with.

ARTICLE 12.

MEETINGS OF THE BOARD OF DIRECTORS

12.1

Meetings of the Board of Directors may be held in any place in the territory of the Russian Federation or abroad, which place shall be determined by the Board of Directors or its chairman. Any member of the Board of Directors, in case he/she cannot personally attend a meeting, may participate in it and vote by phone, and the chairman of the Board of Directors upon receipt of the relative request shall take all reasonable measures to secure such telephone communication. In addition, any resolution or action of the Board of Directors may be legally taken by written agreement without holding of the meeting, provided that all members of the Board of Directors have sent to the chairman of the Board of Directors their relative written agreement.

12.2

The time, date, place and agenda of ordinary meetings of the Board of Directors shall be determined by the Board of Directors at the previous ordinary meeting. The time, date, place and agenda of any ordinary meeting may be changed by the chairman of the Board of Directors subject to notification of all members of the Board of Directors of such changes by telefax with confirmation by a registered mail at least two (2) days prior to the date fixed for the meeting holding or with a courier against signature.

12.3

Extraordinary meetings of the Board of Directors may be convened by the chairman of the Board of Directors on his/her own Initiative or on demand of any member of the Board of Directors, independent auditor of the Company or General Director of the Company for discussion of one or several definite issues. A notification of such meeting convocation shall be sent to members of the Board of Directors in the procedure described in clause 12.2 of the Charter and shall contain an agenda with a list of items to be discussed by the meeting.

12.4

The quorum at meetings of the Board of Directors shall be 50% and more of the total number of members of the Board of Directors. In case the total number of members of the Board of Directors becomes lower than the quorum due to early termination of powers, resignation or death of one or several of its members, the remaining members shall demand that an extraordinary General Meeting be convened immediately to elect one or several new members of the Board of Directors.

12.5

Any member of the Board of Directors may waive notification of the ordinary or extraordinary meeting of the Board of Directors or the right to protest against any violations of the notification procedure, such waiver to be acknowledged valid provided it is submitted prior to, during or after holding of the meeting.

12.6

Resolutions of the Board of Directors shall be passed by a simple majority of votes of its members attending the meeting, unless otherwise stipulated by this Charter or effective laws. Members of the Board of Directors may not issue powers of attorney to other members of the Board of Directors. In case of equality of votes on the issues to be resolved by a simple majority of votes, the chairman of the Board of Directors shall have a casting vote.

12.7

Minutes of meetings of the Board of Directors shall be executed within ten (10) days as of the date of the meeting closing (or written agreement) and shall be signed by the chairman of the Board of Directors. The chairman of the Board of Directors shall be liable for securing reliability of all such minutes.

ARTICLE 13.

COMPETENCE OF THE BOARD OF DIRECTORS

13.1	The following Issues resolutions on which shall be passed by a simple majority of votes of all its members attending a relative meeting of the Board of Directors shall be referred to the competence of the Board of Directors:

(i)

Issue and raising by the Company of any loans (including those to the Company’s employees), credits;

(ii)

Approval upon recommendation of the General Director and termination of powers of deputies of the General Director and chief accountant of the Company, resolution of all issues related to their remuneration and conditions of their employment;

(iii)

Approval upon recommendation of the General Director of all business plans, estimates, annual balance sheets, annual accounting and financial reports of the Company and presentation of annual balance sheets, annual accounting and financial reports of the Company for approval of the General Meeting;

(iv)

Approval of investments and other expenses of the Company in the amount exceeding 100,000 US dollars (or an equivalent of this amount in rubles or any other foreign currency);

(v)

Making, termination or alternation by the Company of any employment agreement for the amount (including all additional payments, save for commissions/premiums) exceeding 100,000 US dollars per year (or an equivalent of this amount in rubles or any other foreign currency);

(vi)

With view to the provisions of clause 10.1.3(xii) above, passing of resolutions on approval of a transaction or transactions related to purchase or alienation or possible alienation by the Company, directly or indirectly, of the property (fixed asset) with the cost exceeding 50,000 US dollars per year (or an equivalent of this amount in rubles or any other foreign currency);

(vii)

With view to the limits set in point 13.1, approval of any transaction in the amount exceeding 100,000 US dollars (or an equivalent of this amount in rubles or any other foreign currency) and overstepping the limits of common economical activity of the Company.

(viii)

Set up and liquidation of subsidiary and associated legal entities of the Company and purchase or sale of shares, participatory interests and other interests in other legal entities;

(ix)

Exercise of the voting right and of other rights of participation in management of legal entities, both represented by shares, participatory interests in the authorized (share, etc.) capital of such legal entities, owned, used and/or disposed of by the Company, and granted to the Company on the basis of any contracts and agreements;

(x)

Approval of interested-party transactions (as defined in the Law), save for the cases when the amount of payment under such transaction or cost of the property constituting the subject of such transaction, exceeds two per cent of the cost of the Company’s property calculated on the basis of data of accounting records for the last reporting period;

(xi)

Resolution on approval by the Company of major transactions related to purchase, alienation or the possibility of alienation by the Company, directly or indirectly, of the property with the cost exceeding 50% of the cost of the Company’s property;

(xii)

Passing of resolutions on performance by the Company of transactions with bills, including issue of bills by the Company, affixing of endorsements, avals to them, performance of payments under them irrespective of their amount;

(xiii)

Passing of resolutions on performance by the Company of any transaction for purchase, alienation, encumbrance or granting to third parties of rights to the following intellectual property objects, including but not limited to: inventions, useful models, designs, trademark, - services mark, description of the goods place of origin, trade name, know-how, innovation proposals;

(xiv)

Other issues that may be referred to the competence of the Board of Directors by the General Meeting in compliance with effective laws.

13.2

The right to pass resolutions on the issues referred to the competence of the Board of Directors may be transferred to the General Director by a resolution of the Board of Directors to be passed by the majority of 3/4 of votes of the Board of Directors members participating in the relevant meeting (or in the procedure of the written agreement).

ARTICLE 14.

GENERAL DIRECTOR

14.1

Day-to-day activity of the Company shall be managed by the General Director being the sole executive body of the Company. The General Director shall be appointed by the General Meeting for the term of five years and may be reappointed for a new term (for new terms) by a resolution of the General Meeting.

Powers of the General Director may be terminated at any time by a resolution of the General Meeting.

14.2	The General Director shall act within the framework and on the basis of this Charter, resolutions passed by the General Meeting, Board of Directors and of effective laws.

14.3

The General Director shall report to and shall be controlled by the Board of Directors and the General Meeting, shall be liable to them for results of the Company’s activity and for performance of the functions he/she is charged with; he/she shall also present to the General Meeting and Board of Directors on their demand periodical reports and recommendations.

14.4

The General Director shall act in the interests of the Company, shall exercise his/her rights and perform his/her obligations to the Company in the fair and reasonable manner; he/she may not carry out any activity that might produce negative impact on performance by him/her of his/her obligations to the Company or compete with the Company’s activity.

14.5	In absence of the General Director his/her competence shall be fully transferred to his/her deputy on the basis of a relative order issued by the General Director or a resolution passed by the General Meeting.

14.6

The Company may transfer powers of the General Director to the Manager under a contract. In case powers of the sole executive body are transferred to the Manager, the Company shall exercise civil rights and undertake civil obligations through the Manager acting in compliance with federal laws, other regulations of the Russian Federation and this Charter.

ARTICLE 15.

COMPETENCE OF THE GENERAL DIRECTOR

15.1

The General Director shall perform day-to-day management of the Company’s activity and shall represent the Company without power of attorney before any third parties within the limits of his/her competence determined in this Charter and resolutions passed by the General Meeting or Board of Directors. Within these limits the General Director may hold negotiations, make contracts on behalf of the Company and control performance of them, as well as employ, promote, control and dismiss employees of the Company; issue powers of attorney (with or without the right of substitution) to perform actions on behalf of the Company and exercise any other powers, save for the powers referred to the competence of the General Meeting or Board of Directors by this Charter and effective laws.

15.2

The General Director shall be responsible for preparation of all business plans, estimates, annual balance sheets, annual accounting and financial reports, as well as of the annual report on the Company’s activity and shall present such plans, estimates, balance sheets and reports for approval of the Board of Directors.

15.3	In compliance with effective laws and unless referred to the competence of the General Meeting and Board of Directors, the General Director shall have the following powers:

15.3.1

execute control over and dispose of the Company’s property, including its monetary funds;

15.3.2

make on behalf of the Company contracts and secure performance of them;

15.3.3

develop personnel policy of the Company, submit it for approval of the Board of Directors and secure its implementation after approval;

15.3.4

hire and dismiss employees of the Company, make employment agreements with them;

15.3.5

give recommendations to the Board of Directors and General Meeting on the amount of the fee of the Company’s independent auditor;

15.3.6

approve policy of the Company in the area of the duties allocation and preparation of job descriptions for the Company’s employees;

15.3.7

pass resolutions and issue orders on the current issues related to internal operations of the Company;

15.3.8

open, control operations and close bank accounts on behalf of the Company in compliance with effective laws;

15.3.9

prepare required materials and proposals for their consideration by the Board of Directors and/or General Meeting and secure implementation of resolutions passed by the Board of Directors and General Meeting;

15.3.10

represent the Company before state organizations and institutions;

15.3.11

provide for compliance by the Company with effective laws;

15.3.12

appoint deputies of the General Director and chief accountant subject to their preliminary approval by the Board of Directors, and allocate duties among them;

15.3.13

approve instruction materials and regulations on the structure and subdivisions (save for branches and representative offices) of the Company;

15.3.14

approve the staff schedule of the Company;

15.3.15

approve regulations on the form and system of remuneration payment, internal order and other documents regulating day-to-day activity of the Company;

15.3.16

approve the procedure for the record management, reporting and control over performance discipline;

15.3.17

pass resolutions on all other issues related to the day-to-day activity of the Company requiring resolution for achievements of its goals that is not referred to the competence of the General Meeting and Board of Directors.

ARTICLE 16.

FINANCIAL STATEMENTS AND ACCOUNTING

16.1	The financial year of the Company shall be a calendar year (as of the 15th of January through the 31st of December).

16.2

Financial documents, statistical, accounting and periodical financial reports of the Company shall be prepared and, to the extent required, shall be submitted to competent state authorities and to the General Meeting in compliance with the Charter and accounting rules stipulated by effective laws. Besides, in case required by the General Meeting, periodical financial reports shall be prepared in compliance with general international accounting principles and accounting practice.

16.3	The Company may engage an independent auditor to carry out annual audit of its balance sheets and financial reports and for other purposes as may be determined by the General Meeting or required by effective laws.

ARTICLE 17.

PROCEDURE FOR THE PROFIT ALLOCATION AMONG MEMBERS OF THE COMPANY

17.1	By a resolution of the General Meeting, net profit of the Company remaining after payment of all taxes may be paid, in full or in part, on the annual, semi-annual or quarter basis to Members according to their Participatory Interests in the Company.

17.2	Profit may be allocated in the monetary form, in the form of securities or goods as may be determined by the General Meeting, and may be paid by the Company or by its authorized agent.

17.3	The amount of profit to be allocated in the above manner shall not include applicable taxes to be withheld. The Company or its authorized agent shall deduct all taxes to be withheld, within the limits stipulated by effective laws, prior to payment of the profit share to each Member.

ARTICLE 18.

SURPLUS FUND AND OTHER FUNDS

18.1	The Company may create a surplus fund and other funds in the procedure and in the amount specified in the relative resolution of the General Meeting.

ARTICLE 19.

TRANSFER OF THE PARTICIPATORY INTEREST IN THE COMPANY

19.1

Each Member may sell or otherwise alienate his/her/its Participatory Interest or a part thereof in the Authorized Capital of the Company to another Member (or Members) under conditions to be agreed by such Members. At that performance of such transaction shall require consent of other Members of the Company or of the Company.

19.2	Any Member of the Company may alienate his/her/its Participatory Interest or a part thereof in the Authorized Capital of the Company to third parties in any manner other than sale, it shall be allowed only with consent of all other Members of the Company.

At that such consent shall be deemed received if all Members of the Company within thirty days as of the date the Company receives a relative application or offer have submitted to the Company written statements of consent for alienation of the Participatory Interest or a part thereof, or within the above term none of them submits written statements of refusal to give their consent for the alienation or transfer of the Participatory Interest or a part thereof.

19.3	Members of the Company shall enjoy a preemptive right to purchase a Participatory Interest or a part thereof belonging to a Member of the Company at the price offered to a third party;

Members of the Company may exercise such preemptive right to purchase a whole Participatory Interest or a part of the part thereof in the Authorized Capital of the Company offered for sale. At that the remaining Participatory Interest or a part thereof may be sold to a third party after partial exercise of such right by Members at the price and under conditions notified to the Company and its Members (or at the price that shall not be lower than the price predetermined by the Charter).

Members of the Company may be offered an opportunity to purchase a Participatory Interest or a part thereof otherwise than pro rata to the amount of their Participatory Interests.

19.4	Sale or alienation of the Participatory Interest or a part thereof in the Authorized Capital of the Company to third parties shall be allowed subject to compliance with the requirements stipulated by this Charter and effective laws of the Russian Federation.

19.5

In case of sale of the Participatory Interest or a part thereof in violation of the preemptive right of purchase, any Member or Members of the Company may within three months as of the moment such Member or Members of the Company learned or should have learned about such violation, demand that rights and obligations of the buyer be transferred to them in the judicial procedure.

19.6	Assignment of above preemptive rights to purchase a Participatory Interest or a part thereof in the Authorized Capital of the Company shall be prohibited.

19.7

A Member of the Company intending to sell his/her/its Participatory Interest or a part thereof to a third party, shall notify other Members of the Company and the Company itself thereof in writing by way of sending via the Company at his/her/its own account of the offer addressed to such persons and specifying the price, information about such a third party intending to buy a Participatory Interest of the relative Member and other conditions of the sale. Such offer for the sale of the Participatory Interest or a part thereof shall be deemed received by all Members of the Company at the moment it is received by the Company. The offer shall not be deemed received if no later than on the date of its receipt by the Company a Member of the Company receives a notification of its revocation.

Revocation of the offer for sale of the Participatory Interest or a part thereof after its receipt by the Company shall be allowed only with consent of all Members of the Company.

19.8	Members of the Company may exercise the preemptive right to purchase a Participatory Interest or a part thereof within thirty days (or a longer term) as of the date the offer is received by the Company.

19.9

If within thirty (30) days as of the date the offer is received by the Company, Members of the Company fail to exercise their preemptive right to purchase a Participatory Interest or a part thereof offered for sale, including the one arising from exercise of the preemptive right to purchase a part of the Participatory Interest or a part of the part thereof, or if individual Members of the Company waive their preemptive right to purchase a Participatory Interest or a part thereof, the remaining Participatory Interest or a part thereof may be sold to a third party at the price that shall not be lower than that specified in the offer for Members of the Company and under conditions notified to the Company and its Members taking into account clause 19.11 below.

19.10

The preemptive right to purchase a Participatory Interest or a part thereof in the Authorized Capital of the Company from a Member shall be terminated at the date:

•

of presentation of the written statement of waiver to exercise such preemptive right, in the procedure established by this paragraph;

•

of expiry of the term during which such preemptive right may be exercised.

Members of the Company shall submit statements of the waiver of the preemptive right to purchase a Participatory Interest or a part thereof to the Company prior to expiry of the term during which such preemptive term may be exercised fixed in compliance with clause 19.8. of this Charter.

19.11

The Company shall have no preemptive right before third parties to purchase a Participatory Interest or a part thereof that was not purchased by other Members.

19.12

A Participatory Interest of the Company’s Member may be alienated only to the extent it has been paid up.

19.13

Transfer of a Participatory Interest in the Authorized Capital of the Company to heirs of individuals and to assignees of legal entities being former Members of the Company, and transfer of a Participatory Interest earlier owned by a liquidated legal entity to its Members enjoying proprietary rights to its property or rights of obligation in relation to such legal entity shall be permitted only with consent of other Members of the Company.

19.14

A transaction for alienation of a Participatory Interest or a part thereof shall be subject to obligatory notarization, save for the cases specified in articles 23, 24, p. 2 art. 26 of the Federal Law “On Limited Liability Companies”.

19.15

A transferee of a Participatory Interest or a part thereof in the Authorized Capital of the Company shall be transferred all rights and obligations of the Company’s Member that existed before assignment of such Participatory Interest or a part thereof, save for the rights and obligations specified in paragraph two p. 2 art. 8 and paragraph two p. 2 art. 9 of the Federal Law “On Limited Liability Companies”;

A transferor of the Participatory Interest or a part thereof in the Authorized Capital of the Company shall bear an obligation to the Company for making a contribution to the property that existed prior to assignment of such Participatory Interest or a part thereof jointly and severally with its transferee.

19.16

The Company may not purchase Participatory Interests or parts thereof in its Authorized Capital, unless otherwise stipulated by the Law.

19.17

In case a Member withholds consent for alienation (other than sale) of a Participatory Interest or a part thereof, the Company on receipt of a written demand from a Member intending to alienate his/her/its Participatory Interest or a part thereof, shall purchase a relative Participatory Interest. Such purchase shall be deemed to have taken place at the date the Company receives a relative demand. In exchange the Company shall pay to the Member the real value of his/her/its Participatory Interest to be calculated in compliance with accounting records of the Company for the last reporting period, preceding the date of purchase, or subject to availability of a written consent of the Member, issue property in kind with the market value equal to the cost of his/her/its Participatory Interest. The real value of a Participatory Interest shall be equal to the part of the cost of the Company’s net assets that corresponds to the Participatory Interest in the Authorized Capital of the Company expressed as a percentage. Payment of monetary funds or transfer of the property shall be effected within three (3) months as of the date a Participatory Interest is transferred to the Company.

ARTICLE 20.

WITHDRAWAL OF A MEMBER FROM THE COMPANY

20.1	A Member may withdraw from the Company by way of alienation of his/her/its Participatory Interest to the Company at any time without consent of other Members.

Withdrawal of Members of the Company from the Company resulting in the Company having no more Members, as well as withdrawal of the sole Member of the Company from the Company shall be prohibited.

20.2

To withdraw from the Company, a Member shall submit a written application to the General Director of the Company who shall immediately notify thereof all other Members of the Company. A Participatory Interest or a part thereof of the withdrawing Member shall be transferred to the Company as of the moment the above application is filed. In this case the Company shall pay to the Member the real value of his/her/its Participatory Interest in the Authorized Capital of the Company in the monetary form, or with consent of such Member shall issue property in kind with the same value. In case a Member has not paid up his/her/its contribution to the Authorized Capital in full, he/she/it shall be paid the real value of the part of his/her/its Participatory Interest pro rata to the paid up part of the Participatory Interest.

20.3

For the purpose of clause 20.2. above, the real value of the Member’s Participatory Interest shall be calculated on the basis of data of accounting records of the Company for the last reporting period, preceding the date an application for withdrawal from the Company specified in clause 20.2. is filed. The real value shall be paid out of the difference between the cost of the Company’s net assets and the amount of its Authorized Capital. In case such difference is insufficient to effect a payment in favour of the Member filing an application for withdrawal from the Company, the Company shall reduce its Authorized Capital in the procedure described in this Charter and applicable laws. The real value shall be paid to the Member within three (3) months as of the date a relative obligation arises.

20.4

In case a Member exercises his/her/its right to withdraw from the Company specified in this article 20, such Member may convert the real value of his/her/its Participatory Interest into a foreign currency at his/her/its option and repatriate it to the bank account abroad always acting in compliance with Russian laws on exchange regulation and control.

20.5	A Member withdrawing from the Company shall not be released from his/her/its obligations to make a contribution to the Company’s property if such obligations arose prior to filing of the application specified in clause 20.2 above.

ARTICLE 21.

REORGANIZATION AND LIQUIDATION OF THE COMPANY

21.1	In case of the Company reorganization, the General Meeting shall approve a deed of transfer and separation balance sheet and then notify Company’s creditors of its reorganization.

21.2	Reorganization of the Company may be effected in the form of merger, takeover, demerger, split-off and/or transformation in any form stipulated by effective laws.

21.3	The Company may be liquidated by a resolution of the General Meeting to be passed unanimously by all Members (voluntary liquidation) or by a final decision taken by a competent court (liquidation by a court decision).

21.4	The General Meeting shall immediately send a written notification of the resolution on the Company liquidation or a copy of the court decision on the Company liquidation to the state body or bodies effecting state registration of legal entities (“Competent Authority”).

21.5	Liquidation of the Company shall result in termination of its activity without transfer of rights and obligations in the order of legal succession to third parties.

21.6	A resolution of the General Meeting on the Company voluntary liquidation and appointment of a liquidation commission shall be passed at the suggestion of the General Director or Member.

21.7	In the course of the Company liquidation the General Meeting shall appoint upon agreement with the Competent Authority a liquidation commission.

21.8	As of the moment a liquidation commission is appointed, it shall be transferred all powers to manage affairs of the Company. The liquidation commission shall represent the Company in court.

21.9	The liquidation commission shall publish in press media an announcement about the Company liquidation and about the procedure and terms of making claims by its creditors. Such term may not be less than two months as of the moment of the publication.

21.10

The liquidation commission shall take measures to identify creditors and receive accounts receivable, as well as shall notify in writing creditors of the Company liquidation.

21.11

Upon expiry of the term for making claims by creditors, the liquidation commission shall prepare an interim balance sheet that shall contain data on the composition of the Company’s property, a list of the claims made and results of their consideration. Such interim balance sheet shall be approved by the General Meeting and shall be agreed with the Competent Authority.

21.12

In case Company’s funds are insufficient for satisfaction of creditors’ claims, the liquidation commission shall sell the Company’s property at a public auction in the procedure established for implementation of court decisions.

21.13

Monetary funds shall be paid to creditors by the liquidation commission in the order of priority established by the Civil Code of the Russian Federation.

21.14

Upon completion of settlements with creditors, the liquidation commission shall prepare a liquidation balance sheet to be approved by the General Meeting of Members and agreed with the Competent Authority.

21.15

The property of the Company remaining after settlements with creditors shall be transferred to its Members pro rata to their Participatory Interests in the Authorized Capital of the Company.

21.16

The liquidation of the Company shall be deemed completed, and the Company liquidated after a relative entry is made to the uniform state register of legal entities.

21.17

After liquidation of the Company documents to be stored for an unlimited period of time shall be stored in archives specified by relative registration bodies. Documents relating to the Company’s

employees (for example, resolutions on their appointment, personnel files, etc.) shall be stored in the archive of the administrative district in the territory of which the Company is situated. Transfer and arrangement of the documents shall be effected at the expense of the Company in compliance with requirements made by state archive bodies.

ARTICLE 22.

STORAGE OF THE COMPANY’S DOCUMENTS AND INFORMATION PRESENTATION

22.1

The General Director shall secure storage by the Company of originals (or notarized copies) of the following documents of the Company: (i) Foundation Agreement of the Company, Charter of the Company, amendments thereto, registered in the procedure established, resolution on the Company set up and certificate of state registration of the Company; (ii) documents confirming rights of the Company to the property on its balance; (iii) internal documents of the Company approved by the General Meeting, Board of Directors and General Director; (iv) regulations on branches and representative offices of the Company; (v) documents related to issue of bonds and other equity securities; (vi) annual financial reports; (vii) accounting documents; (viii) reports on the financial activity submitted to relative authorities; (ix) minutes of General Meetings, meetings of the Board of Directors, orders of the General Director and other documents signed by him/her; (x) list of the Company’s affiliates with specification of their Participatory Interest in the Company (if any) owned by each such party; (xi) reports of independent auditors of the Company and bodies of state and municipal financial control; (xii) documents relating to the Company’s personnel; and (xiii) other documents to be stored in compliance with effective laws.

22.2	Members may obtain information about the Company within a reasonable term in the procedure described in clause 7.2. of this Charter.

22.3	Where required by effective laws, and to the extent stipulated by it, the Company shall publish reports on its activity, balance sheets and other information.

Sole Member of Bravo Premium Closed Joint-Stock Company

“Russian Alcohol Group”

General Director

Sergey Alekseevich Koltunov

EX-99.T3A.18 19 d483104dex99t3a18.htm CONSOLIDATED DEED OF FOUNDATION Consolidated Deed of Foundation

Exhibit T3A.18

Consolidated Deed of Foundation of BOLS Hungary Beverage Import & Distribution Ltd. Including Changes

1.	Firm Name and Registered Office of the Company

1.1.	Firm name of the Company:

BOLS Hungary Italáru-importór és Forgalmazó Korlátolt Felelösségü Társaság

1.2.	Abbreviated name of the Company:

BOLS Hungary Kft.

1.3.	Firm name of the Company in English:

BOLS Hungary Beverage Import & Distribution Ltd.

1.4.	The abbreviated name of the Company in English:

BOLS Hungary Ltd.

1.5.	Domicile of the Company:

H-1123 Budapest, Alkotas utca 50. Alkolas Point Irodahaz

2.	The Company’s Scope of Activities

Main activity:

Wholesale of beverages

Other activities:

Processing and packing of fruit and vegetables not elsewhere classified

Manufacture of other food products not elsewhere classified

Manufacture of distilled potable alcoholic beverages

Manufacture of grapewine

Manufacture of cider and other fruit wines

Manufacture of other non-distilled fermented beverages

Manufacture of beer

Manufacture of malt

Manufacture of potable non-alcoholic beverages, mineral water

Manufacture of other general purpose machinery not elsewhere classified

Wholesale of fruit and vegetables

Wholesale of other food

Wholesale of china, glassware and cleaning materials

Retail sale in non-specialized stores with food, beverages or tobacco predominating

Retail sale of fruit and vegetables

Retail sale of beverages

Transport via railways

Transport by road

Transport via pipelines

Sea transport

Inland water transport

Air transport

Cargo handling

Warehousing and storage

Renting of other machinery and equipment

Letting and operation of own and let real-estates

Packaging activities

Other education not elsewhere classified

Manufacture of fruit and vegetable juice

Renting of automobiles

Renting of office machinery (including: computers)

Renting of personal and household goods

Business and management consultancy activities

Retail sale of package delivery, online retail sale

Media advertisement

Other complementary business services not elsewhere classified

Wholesale of a variety of goods

PR, communication

Producing and publishing sound recording

Other information service not elsewhere classified

Other professional, scientific, technological activities not elsewhere classified

Renting of immaterial goods

Organization of conference, commercial exhibition

The Company possesses the operation permits necessary in order to perform its activities.

3.	Duration of the Company’s Business Year

3.1.	The Company was founded for an unlimited period of time.

3.2.	The financial year of the Company corresponds to the calendar year.

3.3.	At the end of each financial year, the managing director shall prepare an annual report on the activities performed during the period under examination, which should be sufficient in order that the shareholders’ meeting be able to judge the business and financial situation of the Company.

3.4.	According to Section 133 of Act IV of 2006 on Business Associations the sole shareholder of the Company may decide on payment of advance dividend in the period between the dates of approval of two consecutive balance sheets prepared as per the Accounting Act, provided that

(a)

according to the interim balance sheet prepared for this purpose according to the Accounting Act, the Company has funds sufficient to cover such interim dividends, on condition that such payments do not exceed the amount of profits earned after the closing of the books of the financial year to which the last annual report pertains, calculated in accordance with, the Accounting Act, or the amount supplemented with the available profit reserves and the payment of such interim dividends do not result in the Company’s equity capital – adjusted in accordance with the Accounting Act – to drop below its share capital; and

(b)

if the sole shareholder of the Company agrees to repay the interim dividend in the event of any subsequent reason arising with a view to Section 131(1) of the Company Act in the annual report prepared according to the Accounting Act on account of which no dividend can be legally paid.

4.	The sole shareholder of the Company *and its capital contribution*²

The sole shareholder of the Company:

CEDC International Sp.z o.o.

(64-600 Oborniki Wielkopolskie, ul. Kowanowska 48, Poland, registration number: KRS 51098)

Authorised for delivery:

Pánszky Law Office

(H-1026 Budapest, Gábor Áron u. 16.)

The capital contribution of the shareholder amounts to HUF 91,240,000, - (ninety-one million two hundred and forty thousand Hungarian Forints). The shareholder’s capital contribution represents 100% of the company’s registered capital.

5.	The Registered Capital

5.1.	The registered capital:

The registered capital of the Company amounts to HUF 91,240,000,- (ninety-one million two hundred and forty thousand Hungarian Forints) paid fully in cash³ .

5.2.	The full amount of the registered capital has been contributed to the Company.

²	Amended by Founders Resolution No. 5/2012

³	Amended by Founders Resolution No. 5/2012

5.3.	Additional payments, ancillary services:

The shareholder of the Company is not obliged to provide any additional payments or ancillary services.

5.4.

In case it turns out based on the balance sheets and the books of the Company that (i) due to losses, the equity of the Company has decreased to half of the amount of the initial capital (registered capital), or (ii) due to losses, the equity of the Company has decreased to an amount below the minimum amount of initial capital defined by law with respect to limited liability companies, or (iii) the Company has ceased to perform its payments and its assets do not cover its debt, the only shareholder of the Company is to decrease the Company’s registered capital accordingly, or decide on the transformation of the Company into an unlimited or limited partnership, or in case failure to do so, on the termination of the Company.

6.	Bodies of the Company

6.1.	The Founder shall be the supreme body of the Company and entitled to decide in questions falling within the competence of the other bodies. The Founder is entitled to advise and control the management.

6.2.	The issues shall belong to the exclusive competence of the Founder as below:

(a)

approval of the report prepared pursuant to the Accounting Act, including decision on the appropriation of after-tax profits;

(b)

order and repayment of additional payments;

(c)

decision to pay interim dividends;

(d)

consent for the division of business shares;

(e)

appointment, withdrawal of the managing director and the establishment of his remuneration, further the exercise of employer’s rights if the managing director is also employed by the company;

(f)

election end removal of Supervisory Board members, and the establishment of their remuneration;

(g)

election and removal of the auditor;

(h)

approval to conclude contracts which take place between the company and one of its members, its managing director or their close relatives [Paragraph (b) of Section 685 of the Civil Code];

(i)

enforcement of indemnification claims against members responsible for foundation, managing directors or Supervisory Board members;

(j)

decision on termination without legal successor or transformation of the company;

(k)

amendment of the Deed of Foundation;

(l)

all issues which belong to the exclusive competence of the Founder by the force of an act.

6.3.	The managing director

6.3.1.

The managing director shall direct the business of the Company and represent the Company before third parties and other authorities. The matters outside the exclusive competence of the Founder shall fall within the competence of the managing director.

6.3.2.

The managing director shall be appointed for an indefinite period of time. The managing director may be re-elected and may be removed.

6.3.3.

The managing director of the Company may acquire a share in and may be an executive officer of another business association pursuing an activity identical to that of the Company.

The managing director of the Company and his close relatives (Paragraph (b) of Section 685 of the Civil Code) may in his own name or to his own benefit not conclude transactions falling within the scope of activities of the Company.

6.3.4.

The managing director shall conduct the management of the Company with the increased care generally expected from persons in such positions, and give priority to the interests of the Company.

The managing director shall be liable towards the Company in accordance with the general rules of civil law for damages caused to the Company by way of violation of law, or breach of deed of foundation, the resolutions of the Founder, or his management obligations.

The Company shall be liable for damages caused to third parties by its managing director acting within his sphere of competence.

6.3.5.

The managing director of the Company from October 22, 2004 is:

Mariusz Jacek Chrobot (mother’s name: Urszula Wojtczak; address: 1029 Budapest, Szent László u. 4.; citizenship: Polish)

6.3.6.

Towards the employees of the Company, the managing director shall exercise the employer’s rights.

6.4.	The procurist

6.4.1.

The Founder may confer the right of general representation upon an employee appointed by it (procurist).

The procurist may not transfer his right of representation to any other party.

6.4.2.

The procurist shall carry out his duties independently, on the basis of the instructions of the managing director.

6.5.	The auditor

6.5.1.

The Founder shall appoint an auditor for a definite period of time.

6.5.2.

The Company shall have the authenticity and legal compliance of the annual report prepared pursuant to the Accounting Act examined by the auditor.

6.5.3.

The auditor may inspect the books of the Company, may request information from the managing director, supervisory board members and employees, and may examine the bank account, the petty cash, the stocks of securities and goods, and the contracts of the Company.

6.5.4.

The auditor shall safeguard the information obtained about the affairs of the Company as business secret.

6.5.5.

The auditor of the Company as from December 23, 2012 until December 22, 2015 is Pannell Kerr Forster Hungary, Audit and Business Advisory Ltd. (1021 Budapest, Bölöni György u. 22.; Firm Reg. No.: 01-09-160334; chamber reg. No.: 000123, personally responsible auditor: Selényi Zsolt [mother’s maiden name: Kirschner Viktória; address: 3243 Bodony, Arpád u. 72., auditor licence number: 003603]).⁴

6.6.	The Supervisory Board

6.6.1.

The Supervisory Board of the company consists of three members.

6.6.2.

The members of the Supervisory Board shall be appointed by the sole shareholder of the Company for a period of five years.

6.6.3.

The members of the Supervisory Board until July 14, 2016 are:

6.6.3.1

David Alan Bailey, Member of the Supervisory Board

(mother’s maiden name: Rosa Reichle; address: Merliniego 5 m 34, 02-511 Warsaw, Poland)

⁴	Amended by Founders Resolution No. 5/2012

Delivery agent:

Pánszky Law Firm

(address: H-1026 Budapest, Gábor Áron u. 16.⁵)

6.6.3.2

Evangelos Evangelou, Member of the Supervisory Board

(mother’s maiden name: Mila Kiriakou; address: Rumiana 18, 02-956 Warszawa, Poland)

Delivery agent:

Pánszky Law Firm

(address: H-1026 Budapest, Gábor Áron u. 16.)

6.6.3.3

Bartosz Kolacinski, Member of the Supervisory Board

(mother’s maiden name: Jadwiga Luczak; address: 94-123 Lódz , Oszczepowa 40, Poland)

Delivery agent:

Pánszky Law Firm

(address: H-1026 Budapest, Gábor Áron u. 16.⁶)

6.6.4.

The Supervisory Board supervises the management of the company. The Supervisory Board may request information from the managing director, or the managerial employees of the company, and may inspect the books and documents of the company.

6.6.5.

The Supervisory Board shall act as an independent body. The Supervisory Board shall elect a chairman from among its members. The Supervisory Board shall have quorum if all three members are present; it shall pass its resolutions by the simple majority of votes. The Supervisory Board may – upon the prior consent of its members – hold its meetings any place, even outside Hungary. The Supervisory Board shall establish its rules of procedure.

7.	Representation and authorization to sign for the Company

7.1.	The managing director shall solely represent the Company vis-a-vis third parties, and before courts and other authorities. The managing director, regarding definite group of the business matters may assign the right of representation to the employees of the Company.

⁵	Amended by Founders Resolution No. 5/2012

⁶	Amended by Founders Resolution No. 5/2012

7.2.	The proper signature on behalf of the Company shall be effected by the managing director adding his name exclusively underneath the written, patterned or printed name of the Company.

7.3.

In case an employee of the Company is authorized to generally represent the Company (procurist), the authorized employee shall represent the Company independently, and shall sign for the Company by signing his name exclusively underneath the written, patterned or printed name of the Company according to the specimen of signature.

8.	Transfer of shares

The Company shall not acquire or withdraw the share.

9.	Termination of the Company

9.1.	The Company shall terminate if:

(a)

it resolves its termination without legal successor;

(b)

it resolves its termination with legal succession (transformation);

(c)

upon being declared terminated by the Court of Registration;

(d)

the order of the Court of Registration on its cancellation ex officio;

(e)

terminated by the court in liquidation proceedings;

(f)

prescribed by the provisions of the Companies Act.

9.2.	The Company shall be terminated upon cancellation from the register of companies.

9.3.

Upon the termination of the Company without legal successor voluntary dissolution is admissible. The assets of the Company may not be distributed until the cancellation of the Company. The assets remaining after the satisfaction of creditors, shall be distributed among the shareholders of the Company in proportion to their capital contributions.

10.

Miscellaneous

10.1.

Amendments to this Deed of Foundation shall only be effective in writing. The managing director shall submit to the Court of Registration any amendments to these Deed of Foundation.

10.2.

Should a provision of this Deed of Foundation be ineffective, the effectiveness of the remaining provisions will not be affected thereby. The ineffective provision shall be immediately changed to a provision in accordance with the respective regulations.

10.3.

In case of any discrepancy, the Hungarian version of the present Deed of Foundation shall apply.

10.4.

With respect to questions not specified in this contract, the laws of Hungary shall apply.

I justify that the above text of the consolidated deed of foundation is the effective content of the deed of foundation updated with respect to its modifications, in particular with respect to Founder’s Resolution no 2-3/2011 amending section 6.6.3 of the deed of foundation. Prepared and Countersigned by:

Budapest, 2012. december 17. / December 17, 2012

/s/

EX-99.T3A.19 20 d483104dex99t3a19.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Memorandum and Articles of Association

Exhibit T3A.19

THE COMPANIES LAW, CAP. 113

PRIVATE COMPANY LIMITED

BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

THE COMPANY

JELEGAT HOLDINGS LIMITED

Incorporated on the day of 2009

Certificate No.

ANTIS TRIANTAFYLLIDES AND SONS LLC

Advocates

2-4 Arch. Makarios III Av.

Capital Center

9th Floor

Nicosia 1065

CYPRUS

THE COMPANIES LAW CAP, 113

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF THE COMPANY

JELEGAT HOLDINGS LIMITED

1. The name of the Company is:

JELEGAT HOLDINGS 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 shares, stock, bonds, debt, securities, warrants, options, derivatives, commodities and any other instruments relating to equity, debt or commodities of all kinds, real estate and 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 contractor, subcontractor, supplier of power, designer, surveyor, manager, tenderer, agent, consultant, insurer, engineer, machinist and broker of all kinds of merchandise and goods.

(2) To purchase, sell, exchange, rent and otherwise trade any kind of movable and immovable property and goods, and any commercial and financial business and to participate in other companies and businesses and/or to 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, processers, dealers, wholesalers, retailers, importers, exporters, suppliers, distributors, buyers or sellers in relation to 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 or brokers, customs clearing agents, estate agents and agents and brokers in general, and/or to carry on hotel and/or tourist businesses and/or to manage tourist offices, hotels, motels, restaurants, entertainment establishments and to rent and exploit same.

(4) To engage, hire and train professional, clerical, manual, technical and other staff and workers and to use 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 or make available the aforesaid personnel or services or make available such property or its use on hire purchase, sale, exchange or in any other manner whatsoever, to third parties and otherwise to utilise same for the benefit or advantage of the Company as the Board may from time to time determine; to provide or procure the provision by others of every and any service in relation to the above to any person, firm or company.

(5) To carry on any other business or activity which may seem to the Board as beneficial or expedient in connection with any of the objects which are set out herein or which, at the discretion of the Board, is calculated to or can, directly or indirectly, 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 any lands, buildings, easements, rights, privileges, concessions, permits, goods and movable and immovable property of any kind and description (whether mortgaged, charged or not).

(7) To erect, maintain, operate, control, manage, construct, reconstruct, convert, enlarge, repair improve, adapt, furnish, decorate, demolish and replace any shops, offices, flats, electric or water works, workshops, factories, mills, plants, machinery, warehouses and any other works, buildings, plants, conveniences or structures of any kind and to contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, operation, management, carrying out or control thereof.

(8) To improve, manage, control, cultivate, develop, exploit, exchange, let on lease or otherwise, dispose of, mortgage, charge, sell, realize, grant as gift, turn to account and grant rights and privileges in respect of property, assets and rights of the Company or otherwise deal with all or any part of the said property of the Company and to adopt such means of making known and advertising the business and products of the Company as may seem expedient to the Board.

(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 of ownership and things and rights of any description.

(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 part or parts of the immovable property of the Company or any rights thereon or in which the Company is interested on such terms as may seem expedient to the Board.

(11) To purchase or otherwise acquire all or any part of the business, assets, property and liabilities of any company, society, partnership or person which at the discretion of the Board (i) carries on any business which the Company is authorised to carry on or which is ancillary to the carrying on of the business of the Company or (ii) possesses 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, money, issue shares, undertake any liabilities or acquire any interest in the vendor’s business.

(12) To apply for, purchase or otherwise acquire any designs, trade marks, patents, patent rights or inventions, brevets d’invention, copyright or secret processes and to grant licences for the use thereof.

(13) To pay all costs, charges and expenses incurred or sustained in relation to the promotion, formation and establishment of the Company or which at the discretion of the Board may be considered as preliminary expenses or expenses incurred prior to incorporation and with a view to incorporation of the Company, including professional fees, advertising expenses, taxes, commissions for underwriting, brokerage, printing and stationery, salaries to employees and other similar expenses or expenses relating to any business or work carried on or performed prior to the incorporation of the Company, which the Board may decide that the Company takes over or continues.

(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 acquire 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 and on such terms and conditions as may seem expedient to the Board, including the issue of debentures, debenture stock of perpetual or limited duration, bonds or any other securities, with or with no security and on such terms and conditions regarding priority or otherwise as may seem expedient to the Board. For the purpose of this paragraph, the term “security” means the mortgaging, encumbrance, pledging, assignment or in any other way creation of any rights or priorities in favour of any person on the whole or part of the undertaking, the property, the assets, the book debts, the rights, the choses in action, the receivables, the present and future income and the uncalled capital of the Company.

(16) To give credit and to lend and advance money to any person, firm, body corporate or company.

(17) 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 with or with no personal covenant, and whether with or with no security, or in any other way whatsoever as the Board may decide, the liabilities, the performance of contracts and obligations and the payment of any moneys whatsoever by any person, firm or company whether this, at the relevant time, is the holding company or a subsidiary or an associated company or an affiliate of the Company or not, whether the Company has any contractual relations with such person, firm or company or not, whether the Company holds any interest in such person, firm or company or not, whether such person, firm or company holds any shares or interest in the Company or not and to assist in any other way as the Board may deem expedient any other person, firm or company.

For the purpose of this paragraph, the term “security” means the mortgaging, encumbrance, pledging, assignment or in any other way creation of any rights or priorities in favour of any person on the whole or part of the undertaking, the property, the assets, the book debts, the rights, the choses in action, the receivables, the present and future income and the uncalled capital of the Company.

(18) To deal in matters relating to the purchase or otherwise acquisition, sale, exchange, conversion, direct conversion or swap, allotment or collection, exercise of options or other transaction or trade of any nature or description relating to exchange in any currency, commodities, exchange rates, interest rates, bonds, debentures, shares, warrants or other securities of any nature or description and to conclude agreements of financial content or other agreements relating to the above transactions or trades or generally agreements of any nature or description, including, without limiting the generality of the above, ISDA agreements of the International Swap and Derivatives Association and other agreements of a similar type or nature.

(19) To execute, issue, accept, endorse, pre-pay and negotiate or trade with bills of exchange, promissory notes, bills of lading, negotiable instruments and other transferable instruments or securities.

(20) To receive money on deposit, with or without concessions or interest thereon.

(21) To advance and lend money with or without security as the Board may deem expedient.

(22) To invest the moneys of the Company not immediately required, in such manner as may be determined by the Board from time to time.

(23) 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 payment of brokerage, commission, and underwriting expenses in respect of any such issue.

(24) 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.

(25) 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 or immovable 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 for rendering services to the Company or grant donations to such persons.

(26) To establish anywhere in the world, branch offices, regional offices, agencies and local boards and to regulate and to discontinue same.

(27) To provide for the welfare of officers or of persons in the employment of the Company, or former officers or persons formerly in the employment of the Company or

its predecessors in business or officers or employees of any subsidiary or dependant, or associate or affiliate 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), to form, to subscribe to, to assist, or to otherwise aid any trust, fund or scheme for the benefit of such persons.

(28) To form, to subscribe to, to assist, to pay for subscriptions or contributions or to otherwise aid any trust, fund, scheme, foundation or goal with a philanthropic, benevolent, religious, scientific, national or other public nature character.

(29) To enter into and carry into effect any contract for joint working in business, union of interests, 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.

(30) To establish, promote the formation of 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, at the discretion of the Board, directly or indirectly calculated to benefit the Company.

(31) To apply for, promote, and obtain by law, order, regulation, bylaws or otherwise, concessions, rights, privileges, licences or permits enabling the Company to carry out any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose, which at the discretion of the Board, may seem beneficial.

(32) To object to any procedure or application that might harm directly or indirectly the interests of the Company and to enter into and carry out any contract with any Government or Authority (highest, municipal, local or other) which, at the discretion of the Board, could be considered to contribute to the attainment of all or some of the objects of the Company.

(33) 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 which, at the discretion of the Board, may be acceptable.

(34) To accept stock or shares, or debentures, mortgage debentures or other securities of any other company in full payment or part payment for any services rendered to the other company or for any sale made towards or for debt owing from the other company.

(35) To distribute in specie or otherwise 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.

(36) To do all or any of the matters hereby authorised in any part of the world either alone or in conjunction with any other company, firm or person.

(37) To do all or any of the matters hereby authorised in any part of the world either alone or through factors, trustees, sub-contractors, brokers or agents.

(38) To do all or any of the matters hereby authorised in any part of the world as principal, factor, trustee, sub-contractor, broker or agent for any other company, firm or person.

(39) To procure the registration or recognition of the Company in any country or place and to act as secretary, director or treasurer of any other company.

(40) To open, close, maintain, either in its name alone or together with any other person or persons, either through a third party or parties, any kind of account with any banking or other institution, organization, company or person either in Cyprus or abroad and for any purpose.

(41) Generally to do all such other acts which, at the discretion of the Board, be incidental or conducive to the attainment of the above objects or some 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 the above sub-clauses or object or objects therein specified or the powers thereby conferred shall be deemed complementary or ancillary to the objects or powers mentioned in any other sub-clause. The Company shall have full power to exercise all or any of the powers and, at the discretion of the Board, to achieve or to endeavor 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 except if, and to the extent that, it is allowed by applicable law and, if required, according to any license issued by the Cyprus Securities and Exchange Commission or by any other competent Authority and (b) will not undertake, directly or indirectly, any obligations towards the public, either in the form of deposits, negotiable instruments or by any other means of lending. For present purposes, the term “public” does not include banking or financial institutions, Members of the Company, or other company belonging to the same group of companies. The term “deposits” does not include a sum of money which is received after a contract is entered into relating to either the distribution of goods or the provision of services, not including “financial services” as this term is defined by applicable Cyprus law. The term “lending” does not include credit which is guaranteed in relation to the acquisition of goods or the receipt of services.

Capitalized terms used herein and not defined shall have the same meaning as is given to them in the Articles of Association of the Company, unless the context otherwise requires.

4. The liability of the Members is limited.

5. The share capital of the Company is EURO 1.000 divided into 1.000 shares of EURO 1 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 below, 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

A.T.S. NOMINEES LIMITED

Limited Liability Company

Registration Number 52415

2-4 Arch. Makarios III Av.

Capital Center, 9th Floor

Nicosia 1065

CYPRUS

1.000 Shares

Dated this the day of 2009

Witness to the above signatures:

ELSIE PRAXITELOUS

Secretary

2-4 Arch. Makarios III Av.

Capital Center, 9th Floor

Nicosia 1065

THE COMPANIES LAW, CAP. 113

ARTICLES OF ASSOCIATION

JELEGAT HOLDINGS LIMITED

INTERPRETATION

1. In these Regulations and in the Memorandum of Association:


“Affiliate”		(or any derivative thereof), in respect of a Person, means another Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person. For the purposes of this definition, the term “control” and its derivative forms refer to the ownership or control of securities of any Person ordinarily (and not merely upon the happening of an event of default, an event of noncompliance or other similar event) either (a) having the right to cause the election of a majority of such Person’s board of directors or analogous governing body or (b) having more than one-third (1/3) of the equity interest in such Person.

“Annual General Meeting”		means the annual General Meeting of the Company held pursuant to section 125 of the Law.

“Auditors”		means the appointed auditors of the Company pursuant to the Law.

“Board”		means the board of directors of the Company.

“Business Day”		means a day on which banks are open for business in the Republic of Cyprus.

“Chairman”		means the chairman of the meetings of the Board who is elected as chairman according to Regulation 102 of these Regulations.

“Company”		means this company.

“Cyprus”		means the Republic of Cyprus.

“Director”		means a member of the Board.

“General Meeting”		means the general meeting of the Company.


“the Law”		means the Companies Law, Cap. 113 or any law substituting or amending same.

“Member”		means every natural and/or legal person who owns shares in the Company.

“Ordinary Resolution”		means an ordinary resolution of the General Meeting.

“Person”		means any individual, partnership, company, legal person, unincorporated organization, trust (including the trustees in their aforesaid capacity) or other entity.

“Regulations”		means the present Articles of Association of the Company.

“Seal”		means the common seal of the Company.

“Secretary”		means the secretary of the Company.

“Special Resolution”		means a special resolution of the General Meeting within the meaning of section 135(2) of the Law.

Expressions referring to “in 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.

EXCLUSION OF TABLE “A”

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 when the Company has 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.

(f)

At all times when the Company has only one Director, the sole Director exercises all the powers of the Board provided that the decisions which are taken by the said Director in its capacity as the Board are minuted or are taken in writing.

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 Board 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 Board which may allot or otherwise dispose of them, subject to Regulation 3, and to the provisions of the next following Regulation, at its discretion to such persons at such times and generally on such terms and conditions, 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 by a Special Resolution, 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 a notification 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 the 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 (3/4) 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 (2) persons at least holding or representing by proxy one-third (1/3) 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 ten per cent (10%) of the price at which the shares in respect whereof the same is paid are issued or an amount equal to ten per cent (10%) 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. 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 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 Board thinks fit.

15. The Company shall provide 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 only in compliance with 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 Board 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 Board thinks 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 (14) 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 Board 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 Board 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 (14) 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 Board 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 Board 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 eight per cent (8%) per annum as the Board may determine, but the Board 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. 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 Board 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 Board may, if it thinks 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) five per cent (5%) per annum, as may be agreed upon between the Board 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 Board may approve.

28. The Board may, other than in the cases set out in Regulations 35, 36, and 37 below, in its absolute discretion and without assigning any reason therefor, decline to register the transfer of a share to a person of whom it shall not approve. Further, the Board may also decline to register the transfer of a share on which the Company has a lien.

29. The Board may also decline to recognize any instrument of transfer unless:

(a)

a fee is paid to the Company as the Board may, in its discretion determine, which shall not exceed Euro 1. Provided that in case the Board does not fix any amount, no amount shall be payable;

(b)

the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board 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 Board refuses to register a transfer it shall, within two months after the date on which the instrument of 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 Board may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year.

32. The Company shall be entitled to charge a fee not exceeding Euro 1 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. No Member shall transfer any of its shares except by transfer to one of its Affiliates or in accordance with Regulations 35, 36 and 37 below and any transfer in breach of these Regulations shall be void.

35. Other than transfers to Affiliates or transfers made in accordance with Regulations 36 and 37, the right to transfer shares in the Company shall be subject to the following restrictions and provisions:

(I)

Before any Member (the “Selling Shareholder”) transfers any of its shares, it shall give notice in writing (the “Transfer Notice”) to the Company of its desire to do so and it will not transfer such shares unless the following procedures of this Regulation 35 have been observed.

(II)

The Transfer Notice:

(a)

shall specify the number and class of shares proposed to be transferred (“Offered Shares”);

(b)

shall specify the price per share at which the Selling Shareholder proposes to transfer the Offered Shares (the “Prescribed Price”);

(c)

shall specify the name of the proposed transferee (the “Proposed Transferee”) and its business and any other material terms pertaining to the transfer to the Proposed Transferee;

(d)

shall constitute the Company as the Selling Shareholder’s agent to offer to sell to the other Members (the “Offerees”) the Offered Shares in accordance with Regulation 35(111);

(e)

shall not be withdrawn except as provided in Regulation 35(VIII)(b); and

(f)

if applicable, shall include a Drag Along Notice under Regulation 37.

(III)

Within five (5) Business Days following receipt of the Transfer Notice (the “Offer Date”), the Company shall by written notice offer the Offered Shares to the Offerees on the following basis:

(a)

the Offered Shares shall be offered at the Prescribed Price;

(b)

the offer shall limit the time, not being less than twenty (20) Business Days from the Offer Date, within which the offer may be accepted by the Offerees (the “Acceptance Period”);

(c)

all Offerees may accept all (but not part only) of the Offered Shares;

(d)

if more than one Offerees accept the Offered Shares, these will be allocated in proportion, as near as is possible, to the proportion which their respective share ownership bears to the aggregate share ownership of all Members (excluding for these purposes all shares held by the Selling Shareholder).

(IV)

Not later than five (5) Business Days following the end of the Acceptance Period (the “Allocation Date”) the Company shall give written notice (the “Allocation Notice”) to the Selling Shareholder and to all the Offerees stating one of the following:

(a)

(i) That no Offeree has accepted to purchase any of the Offered Shares, (ii) that the provisions of Regulation 35(V) will apply, (iii) if applicable, that the Offerees may exercise Tag Along Rights under Regulation 36 and (iv) if applicable, that the Offerees are Dragged Shareholders under Regulation 37; or

(b)

That the Offerees have accepted to purchase the Offered Shares, giving the name and address of each Offeree and the number of Offered Shares to be purchased by each of them, being in accordance with the provisions of Regulation 35(III) (d).

(V)

If no Offeree has accepted to purchase the Offered Shares, the Selling Shareholder may within ten (10) Business Days of the Allocation Date proceed with the transfer to the Proposed Transferee at a price not lower than the Prescribed Price, provided that, in case the Tag Along Rights in Regulation 36 below are exercised, the time limits for transferring the relevant shares to the Proposed Transferee shall be those provided in the said Regulation and not as provided in this paragraph.

(VI)

If any Offerees have accepted to purchase the Offered Shares, the Selling Shareholder shall be bound on payment of the Prescribed Price to transfer the shares in question to the accepting Offerees, each sale and purchase to be completed at the registered office of the Company during normal business hours on the first Business Day after the expiry of ten (10) Business Days from the Allocation Date.

(VII)

If, after having become bound to transfer the Offered Shares to any Offerees pursuant to Regulation 35(VI), the Selling Shareholder defaults in transferring same, then, without prejudice to any other rights of the Offeree(s), the following provisions shall apply:

(a)

the Company may receive the purchase money for the Offered Shares and the defaulting Selling Shareholder shall be deemed to have appointed any Director or the Secretary as the Selling Shareholder’s attorney, in accordance with Regulation 35(11)(d), to execute a transfer of the Offered Shares in favour of the relevant Offeree(s) and to receive the purchase money in trust for the Selling Shareholder;

(b)

the receipt by the Company of the purchase money shall be a good discharge of the relevant Offeree(s) and the entry in the register of Members of the name of the said Offeree(s) shall constitute conclusive evidence that the transfer has been validly completed; and

(c)

the Selling Shareholder shall be bound to deliver up any share certificate to the Company in respect of the Offered Shares and upon such delivery as well as delivery of any documents which the Company may require in order to indicate the Selling Shareholder’s acknowledgement of the validity of the transfer of the Offered Shares to the relevant Offeree(s) hereunder, shall be entitled to receive the purchase price without interest. If such share certificate comprises any shares which the Selling Shareholder has not become bound to transfer, the Company shall issue to the Selling Shareholder a share certificate for the balance of those shares.

(VIII)

If one or more Offerees (the “Defaulting Offerees”) fail to complete the purchase of the Offered Shares which are to be transferred to them under Regulation 35(VI) (the “Defaulted Offered Shares”) in accordance with the terms of an Allocation Notice, then, without prejudice to any other rights of the Selling Shareholder, the following provisions shall apply:

(a)

The Defaulting Offered Shares shall be offered to all other Offerees and the provisions of Regulations 35 (II), (III), (IV),(V),(VI) and (VII) shall apply to such Defaulting Offered Shares;

(b)

In case all the Defaulting Offered Shares are not purchased by the other Offerees, either because they have not accepted to purchase same or because they have defaulted after they have accepted, the Selling Shareholder:

(i)

shall be deemed to have validly and lawfully cancelled the Company’s authority to sell the Defaulted Offered Shares to such Offeree(s); and

(ii)

may, before the expiration of thirty (30) Business Days after the Allocation Date, select by notice in writing to the Company to transfer the Defaulted Offered Shares to any person at a price not lower than the Prescribed Price and on terms not more favourable than those offered to the Offerees. If the Selling Shareholder does not send a notice to the Company as aforesaid or if the transfer is not completed within five (5) Business Days from such a notice being sent, then the Selling Shareholder shall not be permitted to make the transfer without again complying with all of the provisions of this Regulation 35.

(IX)

For the avoidance of doubt there shall be no right of first refusal under Regulation 35 with respect to any shares transferred under Regulations 36 and 37.

36. The Members shall have the following tag along rights:

(a)

In case the Selling Shareholder proposes to sell shares consisting in total of a majority of the issued and outstanding share capital of the Company (in this case the Selling Shareholder is called an “Investor Majority”) and no Offeree has accepted to purchase the Offered Shares under Regulation 35(111), then each Offeree shall have a right (the “Tag Along Right”) to participate in the transfer of the Offered Shares to the Proposed Transferee on the terms and conditions originally set out in the Transfer Notice (the “Original Conditions”).

(b)

The Tag Along Rights shall be exercised by the relevant Offeree(s) (the “Tag Along Shareholder(s)”) by delivering a notice in writing to the Investor Majority (the “Tag Along Notice”), with a copy to the Company, requiring the Investor Majority to include in the transfer to the Proposed Transferee, on the Original Conditions, some or all of the shares owned by it, provided that the Tag Along Shareholders shall not be required to make any representation to the Proposed Transferee other than in relation to their title to their shares.

(c)

The Tag Along Notice shall state the number of shares that the Tag Along Shareholder desires to transfer (the “Tag Along Shares”) and shall be delivered to the Company and the Investor Majority within five (5) Business Days of the Allocation Notice. The failure by a Member to give the Tag Along Notice within the time prescribed by this Regulation 36(c) shall constitute a waiver by it to transfer its shares to the Proposed Transferee but without prejudice to its exercise of its Tag Along Rights under this Regulation 36 in relation to future transfers.

(d)

Within ten (10) Business Days from the delivery of the Tag Along Notice(s), the Investor Majority shall request the Proposed Transferee to submit an offer (the “Revised Offer”) to the Investor Majority, and who together with the Tag Along Shareholders are called the “Transferring Shareholders”, for the purchase of a specified number of all shares on offer including the Offered Shares and the Tag Along Shares. The Revised Offer shall be required to be submitted within twenty (20) Business Days from the date of such request.

(e)

If a Revised Offer is submitted within the required twenty (20) Business Days with terms and conditions of transfer substantially equal to or more favourable than the Original Conditions and (i) if the Revised Offer is for all of the shares offered by the Transferring Shareholders, the Transferring Shareholders shall consummate the sale of the shares according to the Revised Offer; or (ii) if the Revised Offer is for fewer than all of the shares offered by the Transferring Shareholders, the Transferring Shareholders shall transfer, on the terms and conditions of the Revised Offer, the number of shares proposed to be purchased by the Proposed Transferee, and such number shall be allocated among the Transferring Shareholders according to the ratio that the number of shares offered by each of the Transferring Shareholders bears to the number of shares offered by all of them. If the terms and conditions contained in the Revised Offer are not substantially equal to or more favourable than the Original Conditions, then the Revised Offer shall be considered a new offer for the purposes of these Regulations 35, 36 and 37 and the parties shall proceed accordingly.

37. The Members shall have the following drag along rights (the “Drag Along Rights”):

(a)

In case (i) the Selling Shareholder is an Investor Majority and it proposes to transfer all of its shares to the Proposed Transferee and (ii) the Offerees have not accepted to purchase the Offered Shares under Regulation 35(III), then the Investor Majority shall have a right to require the Offerees (the “Dragged Shareholders”) to offer to sell all of their shares (the “Drag Along Shares”) on the same terms and conditions as to price and otherwise enjoyed by the Investor Majority, provided that the Dragged Shareholders shall not be required to make any representation to the Proposed Transferee other than in relation to their title to their shares.

(b)

To exercise the right in this Regulation 37, the Investor Majority should include this election (the “Drag Along Notice”) in the Transfer Notice.

(c)

The Drag Along Shares shall be transferred to the Proposed Transferee at the same time as the Investor Majority will transfer its shares to the Proposed Transferee under Regulation 35(V).

TRANSMISSION OF SHARES BY REASON OF DEATH OR

BANKRUPTCY OR LIQUIDATION OR MERGER OR SIMILAR EVENT

38. In case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. Nothing herein contained, however, 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.

39. In case of death, bankruptcy, liquidation, merger or other similar event with respect to a Member, the legal representative of the Member who has died, been declared bankrupt, been liquidated, merged or is the object of a similar event, is entitled, if he adduces the necessary supporting evidence to be registered as the owner of the shares held by the said Member. Further, the above legal representative has the right to nominate another person to be registered as the transferee thereof.

40. In case the legal representative nominates another person to be the transferee of the relevant shares, he is under an obligation to disclose his above decision by carrying out all actions necessary for the contractual transfer of the relevant shares in favor of the person who has been so nominated. In this case, 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 or liquidation or merger or similar event with respect to the Member had not occurred and the notice or transfer was part of the process of a contractual transfer signed by that Member.

41. Any legal representative who would acquire a right over shares by reason of the death or bankruptcy or liquidation or merger or similar event with respect to the holder shall be entitled to the same dividends and other benefits to which he would be entitled if he were the registered holder of the relevant shares, except that he shall not, before being registered as a Member in respect of the said shares, be entitled in respect of them to exercise any right conferred by virtue of being a Member in relation to General Meetings of the Company. Provided always that the Board may at any time give notice requiring any such person to elect, the latest, within ninety (90) days either to be registered himself or to transfer the relevant shares.

42. In case the notice referred to in Regulation 41 above is not complied with within the ninety (90) day period, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the shares until the requirements of the notice have been complied with.

FORFEITURE OF SHARES

43. If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Board 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.

44. The notice shall name a further day (not earlier than the expiration of fourteen (14) 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.

45. 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 Board to that effect.

46. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit.

47. 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.

48. A statutory declaration in writing that the declarant is a Director or the Secretary, 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.

49. 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.

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 said 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 General Meetings in that year, and shall specify the General Meeting as such in the notices calling it, and not more than fifteen (15) 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 (18) 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 be held at such time and place as the Board shall appoint.

54. All General Meetings other than Annual General Meetings shall be called “Extraordinary General Meetings”.

55. The Board may, whenever it thinks fit, convene an Extraordinary General Meeting. An Extraordinary General Meeting shall also be convened by the Board on such requisition by Members, according to the provisions of section 126 of the Law or, in default, by such requisitionists themselves.

NOTICE OF GENERAL MEETINGS

56. An Annual General Meeting and a General Meeting called for the passing of a Special Resolution shall be called by twenty-one (21) days’ notice in writing at the least. The remaining of the General Meetings of the Company shall be called by fourteen days’ (14) 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 General 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 maybe prescribed by the General Meetings to such persons as are, under these Regulations, entitled to receive such notices from the Company.

A General Meeting may be held via a conference call or other means whereby persons present may simultaneously hear and be heard by all the other persons present and the persons who participate in such a manner are considered to be present at the General Meeting. In such a case the meeting shall be deemed to have taken place where the Secretary of the General Meeting is situated.

Provided that a General 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 General Meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and

(b)

in the case of any other General Meeting, by majority in number of the Members having a right to attend and vote at the General Meeting, being a majority together holding not less than ninety five (95) per cent in nominal value of the shares giving that right.

57. The accidental omission to give notice of a General Meeting to, or the non-receipt of such a notice by, any person entitled to receive such notice, shall invalidate the proceedings at that General 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 Board 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 General Meeting proceeds to business; save as herein otherwise provided, two (2) Members present in person or by proxy shall be a quorum. At all times when the Company has one (1) and only Member, one (1) Member present at the General Meeting in person or by proxy shall be a quorum.

60. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General 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 Board may determine, and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed for the General Meeting, the Members present shall be a quorum.

61. The Chairman, if any, 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 (15) minutes after the time appointed for the holding of the General Meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the General Meeting.

62. If at any General Meeting no Director is willing to act as chairman or if no Director is present within fifteen (15) minutes after the time appointed for holding the General Meeting, the Members present shall choose one of their number to be chairman of the General Meeting.

63. The chairman may, with the consent of any General Meeting at which a quorum is present (and shall if so directed by the General Meeting), adjourn the General Meeting from time to time and from place to place, but no other business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place. When a General Meeting is adjourned for thirty (30) days or more, notice of the adjourned General Meeting shall be given as in the case of an original General 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 General Meeting.

64. At any General Meeting any resolution put to the vote of the General 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 by a Member or Members who hold shares in the Company which provide voting rights at a General Meeting for which the full amount paid equals at least one tenth (1/10) of the overall amount paid for all of the shares which provide voting rights at a General Meeting.

Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried 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 General 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 General Meeting shall not have a second or “casting vote”.

67. A poll demanded on the election of a chairman or on a question of adjournment of the General Meeting shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the General 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 (1) vote, and on a poll every Member shall have one (1) 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 General Meeting or adjourned General Meeting at which the vote objected to is given or tendered and

every vote not disallowed at such General Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the General Meeting whose decision shall be final and conclusive.

73. On a poll, the Members who have a right to vote can vote either personally or by proxy. In such a case, the authorisation granted to a proxy need not be the same for all the shares in relation to which the proxy is being appointed by the Member.

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 General Meeting, at any time before the time for holding the General Meeting or adjourned General 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 in this case.”

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 General Meeting or adjourned General 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 GENERAL MEETINGS

81. Any corporation which is a Member of the Company may by resolution of its board of directors or other governing body authorise such person as it thinks fit to act as its representative at any General 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.

BOARD OF 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 General 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 Board or any committee of the Board 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. The Directors of the Company may be or become members of the board of directors or other officers of, or otherwise be 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, assignments, charges or other securities as security for any debt, liability or obligation of the Company or of any third party.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

87. The business of the Company shall be managed by the Board, 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 Board which would have been valid if that Regulation had not been made.

88. The Board may from time to time and at any time appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Board, 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 Board under these Regulations) and for such period and subject to such conditions as it 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 Board may think fit and may also authorise the aforementioned authorised representative or attorney to delegate all or any of the powers, authorities and discretion 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 Board.

90. The Company may exercise the powers conferred upon the Company by the Law with regard to the keeping of a register outside Cyprus, and the Board may (subject to the provisions of the Law) make and vary regulations as it may think fit with respect to 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 with the Company shall declare the nature of his interest at a meeting of the Board in accordance with section 191 of the Law.

(2) The Directors may vote in respect of any contract or proposed contract notwithstanding that they may be interested therein and if they do so their vote shall be

counted and they may be counted in the quorum at any meeting of the Board at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

(3) The Directors may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with their office of Director for such period and on such terms (as to remuneration and otherwise) as the Board 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 Directors 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 Directors holding that office or of the fiduciary relation thereby established.

(4) The Directors may act in a professional capacity by themselves or through the firm to which they belong for the Company, and they or the firm to which they belong to shall be entitled to remuneration for their professional services, without taking into account their capacity as Directors. Provided that nothing herein contained shall authorise a Director or the firm to which he belongs to act as Auditors 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 Board shall from time to time by resolution determine.

93. The Board shall cause minutes to be made in books provided for the purpose:-

(a)

of all appointments of officers made by the Board;

(b)

of the names of the Directors present at each meeting of the Board and of any committee of the Board; and

(c)

of all resolutions and proceedings at all General Meetings, of meetings of the Board, and of committees of the Board.

PENSIONS

94. The Board 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 or Affiliate company of the Company, notwithstanding that he or they may be or may have been a Director 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 any of the Directors 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 Board shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a 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 Board 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 MEETINGS OF THE BOARD

99. The Board may meet together for the despatch of business, adjourn, and otherwise regulate its meetings as it thinks 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. Any Director may, and the secretary on the requisition of a Director shall, at any time summon a meeting of the Board. It shall be necessary to give at least a ninety six (96) hour notice of a meeting of the Board to any Director. 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 where the management and control of the Company shall rest.

100. The quorum necessary for the transaction of the business of the Board may be fixed by the Board, and unless so fixed shall be one (1) 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 these Regulations as the necessary quorum of Board meetings, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting, but for no other purpose.

102. The Board may elect a Chairman of its 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 fifteen (15) 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 Board may delegate any of its powers to a committee or committees consisting of one or more Directors as the Board thinks 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 Board 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 fifteen (15) 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 Board, 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 its members present.

106. All acts done by any meeting of the Board or of a committee of Board or by any person acting in his capacity 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 Board 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, either to act for a specific purpose or in general 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 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 Director 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, facsimile or in any other manner approved by the Board. 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 General Meeting 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 Board attended by him at which he is entitled to vote.

MANAGING DIRECTOR

109. The Board may from time to time appoint one or more Directors to the office of managing Director for such period and on such terms as it thinks fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. His appointment shall be automatically terminated if he ceases for 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 Board may determine.

111. The Board 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 it 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 Board for such term, at such remuneration and upon such conditions as it may think fit; and any Secretary so appointed may be removed by it.

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 at the same time 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 authorising 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 Board shall provide for the safe custody of the Seal, which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board 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 Board for this purpose.

DIVIDENDS AND RESERVE

116. The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

117. The Board may from time to time distribute to the Members such interim dividends as appear to the Board to be justified by the profits of the Company.

118. No dividend shall be declared otherwise than out of profits.

119. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, 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 Board may from time to time think fit. The Board may also without placing the same to the reserve carry forward any profits which it may think prudent not to distribute.

120. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and distributed according to the amounts distributed or credited as distributed on the shares in respect whereof the dividend is distributed, but no amount distributed or credited as distributed on a share in advance of calls shall be treated for the purposes of this Regulation as distributed on the share. All dividends shall be apportioned and distributed proportionately to the amounts distributed or credited as distributed on the shares during any portion or portions of the period in respect of which the dividend is distributed; 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 Board may deduct from any dividend distributable 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. When the Company declares a dividend or bonus according to the present Regulations, it 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 Board shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Board may settle the same as it thinks 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 Board.

123. Any dividend, interest or other moneys distributed in cash in respect of shares may be distributed 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 distributable in respect of the shares held by them as joint holders.

124. No dividend shall bear interest against the Company.

ACCOUNTS

125. The Board 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 Board thinks fit, and shall always be open to the inspection of the Directors.

127. The Board 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 Board or by the Company in General Meeting.

128. The Board shall from time to time, in accordance with sections 142 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 the aforesaid 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 (21) days before the date of the General Meeting, be sent to every Member of, and every holder of debentures of the Company and to every person registered under Regulation 39:

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 Board 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 Board shall give effect to such resolution:

Provided that the share premium account and the 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 Board 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 Board to follow such provisions by the issue of fractional certificates or by payment in cash or otherwise as it thinks 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 the Law.

NOTICES

133. A notice may be given by the Company to its Members either personally or by sending it by post_: email or facsimile to them or to their 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 twenty-four (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 in the event of email there is no notification of non-receipt and in the event of facsimile 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 herein-before 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 General Meeting; and

(c)

the Auditors.

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 a Special Resolution 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 reasonable 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 Directors or officers 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 Regulation shall only have effect insofar as its provisions are not avoided by section 197 of the Law.

NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS

A.T.S. NOMINEES LIMITED

Limited Liability Company

Registration Number 52415

2-4 Arch. Makarios III Av.

Capital Center, 9th Floor

Nicosia 1065

CYPRUS

Dated this day of 2009

Witness to the above signatures:

ELSIE PRAXITELOUS

Secretary

2-4 Arch. Makarios III Av.

Capital Center, 9th Floor

Nicosia 1065

I confirm that I drafted the above

Memorandum and Articles of Association of the Company

Lawyer

2-4 Arch. Makarios III Av.

Capital Center, 9th Floor

Nicosia 1065

CYPRUS

EX-99.T3B.1 21 d483104dex99t3b1.htm CEDC FINANCE CORPORATION INTERNATIONAL, INC. BY-LAWS CEDC Finance Corporation International, Inc. By-Laws

Exhibit T3B.1

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

BY-LAWS

ARTICLE I

Meetings of Stockholders

Section 1.1 Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year on such date, and at such time and place within or without the State of Delaware, as may be designated by the Board of Directors, except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the “DGCL”) to be taken at a stockholders’ annual meeting are taken by written consent in lieu of meeting pursuant to Article X.

Section 1.2 Special Meetings. Special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Board of Directors to be held on such date, and at such time and place within or without the State of Delaware, as the Board of Directors shall direct. A special meeting of the stockholders shall be called by the president or the secretary of the Corporation whenever stockholders owning a majority of the shares of the Corporation then issued and outstanding and entitled to vote on matters to be submitted to stockholders of the Corporation shall make application therefor in writing. Any such written request shall state a proper purpose or purposes of the meeting and shall be delivered to the president or the secretary of the Corporation.

Section 1.3 Notice of Meeting. Notice of every meeting of stockholders stating the date and time when, and the place where, such meeting is to be held, shall be delivered either personally or by mail, telex, telegraph, cable, telegram, facsimile transmission, email, radio or other telephonic transmission, to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of such meeting, except as otherwise provided by law. The purpose or purposes for which such meeting is called may, in the case of an annual meeting, and shall in the case of a special meeting, also be stated in such notice. If mailed, such notice shall be directed to a stockholder at such stockholder’s address as it shall appear on the stock books of the Corporation, unless such stockholder shall have filed with the president or secretary of the Corporation a written request that notices intended for such stockholder be mailed to some other address, in which case it shall be mailed to the address designated in such request. Whenever any notice is required to be given under the provisions of the DGCL, the Certificate of Incorporation or these By-Laws, a waiver thereof, signed by the stockholder entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a stockholder at the meeting shall be deemed equivalent to a written waiver of notice of such meeting.

Section 1.4 Quorum. The presence in any meeting of stockholders, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law.

Section 1.5 Adjournments. In the absence of a quorum, a majority in interest of the stockholders entitled to vote, present in person or by proxy, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to preside at or act as secretary of a meeting of stockholders, may adjourn such meeting from time to time until a quorum shall be present.

Section 1.6 Organization.

(a) Unless otherwise determined by the Board of Directors, at each meeting of stockholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

i. the Chairman, if any;

ii. the Chief Executive Officer;

iii. the President;

iv. any director, officer or stockholder designated by the Board of Directors to act as chairman of such meeting and to preside thereat if the Chairman, the Chief Executive Officer or the President shall be absent from such meeting; or

v. a stockholder of record who shall be chosen chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.

(b) The Secretary or, if he shall be presiding over such meeting in accordance with the provisions of this Section 1.6 or if he shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary has been appointed and is present) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

Section 1.7 Voting. Directors shall be chosen by a plurality of the votes cast at the election, and, except as otherwise provided by law or by the Certificate of Incorporation, all other questions shall be determined by a majority of the votes cast on such question.

Section 1.8 Proxies. Any stockholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include telegraphing or cabling) by the stockholder himself or by such stockholder’s duly authorized attorney.

Section 1.9 Judges of Election. The Board of Directors may appoint judges of election to serve at any election of directors and at balloting on any other matter that may property come before a meeting of stockholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting.

ARTICLE II

Board of Directors

Section 2.1 Number. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or stockholders (any such resolution of either the Board of Directors or stockholders being subject to any later resolution of either of them). The first Board of Directors and subsequent Boards of Directors shall consist of two directors until changed as herein provided.

Section 2.2 Election and Term of Office. Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2.3. Each director (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office until such Director’s successor shall have been elected and qualified or until such Director’s earlier death, resignation or removal in the manner hereinafter provided.

Section 2.3 Vacancies and Additional Directorships. If any vacancy shall occur among the directors by reason of death, resignation or removal, or as the result of an increase in the number of directorships, a majority of the directors then in office, or a sole remaining director, though less than a quorum, may fill any such vacancy.

Section 2.4 Regular Meetings. A regular meeting of the Board of Directors shall be held for organization, for the election of officers and for the transaction of such other business as may properly come before such meeting, within thirty days after each annual meeting of stockholders. The Board of Directors by resolution may provide for the holding of other regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be given promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to such director at such director’s residence or usual place of business, or delivered to such director personaly or by mail, telex, telegraph, cable, telegram, facsimile transmission, email, radio or other telephonic transmission.

Section 2.5 Special Meetings. Special meetings of the Board of Directors shall be held upon call by or at the direction of the president or the secretary of the Corporation. Except as otherwise required by law, notice of each special meeting shall be mailed to each director, addressed to such director at such director’s residence or usual place of business, at least two days before the day on which the meeting is to be held, or delivered to such director personally or by mail, telex, telegraph, cable, telegram, facsimile transmission, email, radio or other telephonic transmission, not later than the day before the

day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation or these By-Laws.

Section 2.6 Waiver of Notice. Whenever any notice is required to be given under the provisions of the DGCL, the Certificate of Incorporation or these By-Laws, a waiver thereof, signed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall be deemed equivalent to a written waiver of notice of such meeting.

Section 2.7 Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the total number of members of the Board of Directors as constituted from time to time shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when the Board of Directors consists of one or two directors, then the one or two directors, respectively, shall constitute a quorum. In the absence of a quorum, a majority of those present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as so adjourned without further notice or waiver. A majority of those present at any meeting at which a quorum is present nay decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. The Board of Directors may also act without a meeting so long as such action is taken with the unanimous written consent of the Board of Directors.

Section 2.8 Telephonic Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 2.9 Resignation of Directors. Any director may resign at any time by giving written notice of such resignation to the Board of Directors. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 2.10 Removal of Directors. At any special meeting of the stockholders, duly called as provided in these By-Laws, any director or directors may be removed from office, either with or without cause, as provided by law. At such meeting a successor or successors may be elected by a plurality of the votes cast, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 2.3.

Section 2.11 Compensation of Directors. Directors shall receive such reasonable compensation for their services whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.12 General Powers. The Board of Directors shall have all powers necessary or appropriate to the management of the business and affairs of the Corporation, and, in addition to the power and authority conferred by these By-Laws, may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, these By-Laws or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Notwithstanding anything in these By-Laws to the contrary, except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the Directors’ power to manage the business and affairs of the Company, and no By-Law shall be adopted by stockholders which shall impair or impede the implementation of the foregoing.

ARTICLE III

Committees of the Board

Section 3.1 Designation, Power, Alternate Members and Term of Office. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation or a facsimile thereof to be affixed to or reproduced on all such papers as said committee shall designate. The Board of Directors may designate one or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of such committee. If at a meeting of any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has

not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these By-Laws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be a Director or an officer of the Corporation.

Section 3.2 Executive Committee. If an Executive Committee is designated by the Board of Directors in accordance with the provisions of Section 3.1 hereof, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the By-Laws of the Corporation, declaring a dividend or authorizing the issuance of stock. The provisions of Article III of there By-Laws shall apply to the Executive Committee.

Section 3.3 Meetings, Notices and Records. Each committee may provide for the holding of regular meetings, with or without notice, and may fix the times and places at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at the direction of its chairman or, if there be no chairman, by or at the direction of any one of its members. Except as otherwise provided by law, notice of each special meeting of a committee shall be mailed to each member of such committee, addressed to such member at such member’s residence or usual place of business, at least two days before the day on which the meeting is to be held, or delivered to him personally or by mail, telex, telegraph, cable, telegram, facsimile transmission, email, radio or other telephonic transmission, not later than the day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation of the Corporation or these By-Laws.

Notice of any meeting of a committee need not be given to any member thereof who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing. Each committee shall keep a record of its proceedings.

Section 3.4 Quorum and Manner of Acting. At each meeting of any committee the presence of a majority of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then the one member shall constitute a quorum. In the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as so adjourned without further notice or waiver. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. Subject to the foregoing and other provisions of these By-Laws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business.

Section 3.5 Resignations. Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3.6 Removal. Any member of any committee may be removed at any time with or without cause by the Board of Directors.

Section 3.7 Vacancies. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining member or members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors.

Section 3.8 Compensation. Committee members shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Officers

Section 4.1 Officers. The principal officers of the Corporation shall be a President, a Chief Financial Officer, if one is appointed (and any references to the Chief Financial Officer shall not apply if a Chief Financial Officer has not been appointed), one or more Vice Presidents, if one or more is appointed (and any references to a Vice President shall not apply if a Vice President has not been appointed) and a Secretary, and may include such other officers as the Board of Directors may appoint. Any two or more offices may be held by the same person.

Section 4.2 Election, Term of Office and Qualifications. Each officer (except such officers as may be appointed in accordance with the provisions of Section 4.3) shall be elected by the Board of Directors. Each such officer shall hold such office until such officer’s successor shall have been elected and shall qualify, or until such officer’s death, or until such officer shall have resigned in the manner provided in Section 4.4 or shall have been removed in the manner provided in Section 4.5.

Section 4.3 Subordinate Officers and Agents. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.

Section 4.4 Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors, and the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5 Removal. Any officer may be removed with or without cause at any meeting of the Board of Directors by affirmative vote of a majority of the directors then in office. Any officer or agent appointed in accordance with the provisions of Section 4.3 may be removed with or without cause at any meeting of the Board of Directors by affirmative vote of a majority of the directors present at such meeting, or at any time by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors.

Section 4.6 Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these By-Laws for regular election or appointment to such office.

Section 4.7 General Duties of Officers. Each officer shall perform those duties and have such powers as from time to time may be assigned to him by the Board of Directors.

Section 4.8 Salaries. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 4.3. No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

ARTICLE V

Execution of Instruments and

Deposit of Corporate Funds

Section 5.1 Execution of Instruments Generally. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

Section 5.2 Borrowing. No loans or advance shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless end except as authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign end deliver the same and do every act and thing necessary or proper in connection therewith.

Section 5.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine.

Section 5.4 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.

Section 5.5 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or by any other person or persons thereunto authorized by the Board of Directors.

Section 5.6 Other Contracts and Instruments. All Other contracts and instruments binding the Corporation shall be executed in the name and on the behalf of the Corporation by those officers, employees or agents of the Corporation as may be authorized by the board of Directors. That authorization may be general or confirmed to specific instances.

ARTICLE VI

Record Dates

Section 6.1 Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in

advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Only those stockholders of record on the date so fixed shall he entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.

ARTICLE VII

Corporate Seal

Section 7.1 Corporate Seal. The corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the State of Delaware and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE VIII

Fiscal Year

Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

ARTICLE IX

Amendments

Section 9.1 Amendments. All By-Laws of the Corporation may be amended or repealed, and new By-Laws may be made, by an affirmative majority of the votes cast at any annual or special stockholders’ meeting by holders of outstanding shares of stock of the Corporation entitled to vote, or by an affirmative vote of a majority of the directors present at any organizational, regular, or special meeting of the Board of Directors.

ARTICLE X

Action Without A Meeting

Section 10.1 Action Without A Meeting. Any action which might have been taken under these By-Laws by a vote of the stockholders at a meeting thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be individually signed and dated by the holders of outstanding shares of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, provided that no written consent will be effective unless the necessary number of written consents is delivered to the Corporation within sixty days of the earliest delivered consent to the Corporation, and provided further that prompt notice shall be given to those stockholders who have not so consented if less than unanimous written consent is obtained. Any action which might have been taken under these By-Laws by vote of the directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE XI

Indemnification

Section 11.1 Authorization of Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the

legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 11.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 11.1 also shall include the right to be paid by the Corporation (and such successor) the expenses (including attorneys’ fees) incurred in the defense of or other involvement in any such proceeding in advance of its

final disposition; provided, however, that, if and to the extent the Delaware General Corporation Law requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 11.2 Right of Claimant to Bring Action Against the Corporation. If a claim under Section 11.1 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition where the required undertaking, if any is required has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under Section 11.l but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner provided under the Delaware General Corporation Law) to have made a determination prior to or after the

commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the Corporation (in the manner provided under the Delaware General Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.3 Non-exclusivity. The rights to indemnification and advance payment of expenses provided by Section 11.1 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 6.4 Survival of Indemnification. The indemnification and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 11.1 hereof shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, partner or agent and shall insure to the benefit of the personal representatives, heirs, executors and administrators of such person.

Section 6.5 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

EX-99.T3C 22 d483104dex99t3c.htm FORM OF INDENTURE Form of Indenture

Exhibit T3C

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

as the Issuer,

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

as the Parent,

The entities listed on Schedule I hereto

as the Guarantors,

U.S. BANK NATIONAL ASSOCIATION

as Trustee,

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Registrar, Transfer Agent and Paying Agent,

DEUTSCHE BANK AG, LONDON BRANCH

as Polish Security Agent,

and

TMF Trustee Limited

as Security Agent

INDENTURE

Dated as of , 2013

$500,000,000 of 6.5% Senior Secured Notes due 2020

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE				1

	Section 1.1	Definitions		1

	Section 1.2	Other Definitions		32

	Section 1.3	Rules of Construction		33

	Section 1.4	Incorporation by Reference of Trust Indenture Act		33

ARTICLE II THE NOTES				34

	Section 2.1	Form and Dating		34

	Section 2.2	Execution and Authentication		35

	Section 2.3	Paying Agent, Registrar and Transfer Agent		36

	Section 2.4	Paying Agent to Hold Assets		37

	Section 2.5	List of Holders		37

	Section 2.6	Transfer and Exchange		37

	Section 2.7	Replacement Notes		41

	Section 2.8	Outstanding Notes		41

	Section 2.9	Acts by Holders		42

	Section 2.10	Temporary Notes		42

	Section 2.11	Cancellation		42

	Section 2.12	Defaulted Interest		43

	Section 2.13	CUSIPs, ISINs and Common Codes		43

	Section 2.14	Deposit of Moneys		43

	Section 2.15	Certain Matters Relating to Global Notes		44

ARTICLE III REDEMPTION				44

	Section 3.1	Redemption		44

	Section 3.2	Notices to Trustee		44

	Section 3.3	Selection of Notes to Be Redeemed		44

	Section 3.4	Notice of Redemption		45

	Section 3.5	Effect of Notice of Redemption		46

	Section 3.6	Deposit of Redemption Price		46

	Section 3.7	Notes Redeemed in Part		46

	Section 3.8	Mandatory Redemption		47


ARTICLE IV COVENANTS			47

	Section 4.1	Payment of Notes	47

	Section 4.2	Maintenance of Office or Agency	47

	Section 4.3	Incurrence of Indebtedness and Issuance of Preferred Stock	48

	Section 4.4	Limitation on Restricted Payments	53

	Section 4.5	Corporate Existence	58

	Section 4.6	Payment of Taxes and Other Claims	58

	Section 4.7	Maintenance of Properties and Insurance	58

	Section 4.8	Compliance with Laws	58

	Section 4.9	Limitation on Liens	59

	Section 4.10	Waiver of Stay; Extension or Usury Laws	59

	Section 4.11	Dividend and Other Payment Restrictions Affecting Subsidiaries	59

	Section 4.12	Asset Sales	62

	Section 4.13	Limitation on Transactions with Affiliates	64

	Section 4.14	Reports	66

	Section 4.15	Limitation on Business Activities	67

	Section 4.16	Change of Control	67

	Section 4.17	Withholding Tax Gross Up on Non-U.S. Guarantees	69

	Section 4.18	Payment of Non-Income Taxes and Similar Charges	70

	Section 4.19	Compliance Certificate; Notice of Default	71

	Section 4.20	Merger, Consolidation or Sale of Assets	71

	Section 4.21	Limitation on Sale and Leaseback Transactions	73

	Section 4.22	Additional Security and Guarantees	73

	Section 4.23	Delivery of Security and Guarantees	75

	Section 4.24	Impairment of Security Interest	76

	Section 4.25	Designation of Restricted and Unrestricted Subsidiaries	77

	Section 4.26	Amendments to or Prepayments of the Intercompany Loans	78

	Section 4.27	Limitations on Activities of the Issuer	78

	Section 4.28	Limitations on Activities of Jelegat Holdings Limited	79

	Section 4.29	Listing	80

	Section 4.30	Payments for Consent	80

ARTICLE V SUCCESSOR COMPANY			80


ARTICLE VI DEFAULT AND REMEDIES			81

	Section 6.1	Events of Default	81

	Section 6.2	Acceleration	84

	Section 6.3	Other Remedies	85

	Section 6.4	The Trustee May Enforce Claims Without Possession of Securities	85

	Section 6.5	Rights and Remedies Cumulative	85

	Section 6.6	Delay or Omission Not Waiver	85

	Section 6.7	Waiver of Past Defaults	85

	Section 6.8	Control by Majority	86

	Section 6.9	Limitation on Suits	86

	Section 6.10	Rights of Holders to Receive Payment	86

	Section 6.11	Collection Suit by Trustee	86

	Section 6.12	Trustee May File Proofs of Claim	87

	Section 6.13	Priorities	87

	Section 6.14	Restoration of Rights and Remedies	88

	Section 6.15	Undertaking for Costs	88

ARTICLE VII TRUSTEE, SECURITY AGENT AND POLISH SECURITY AGENT			88

	Section 7.1	Duties of Trustee and Agents	88

	Section 7.2	Rights of Trustee and Agents	89

	Section 7.3	Individual Rights of Trustee and Agents	93

	Section 7.4	Trustee and Agents’ Disclaimer	93

	Section 7.5	Notice of Default	93

	Section 7.6	Compensation and Indemnity	93

	Section 7.7	Replacement of Trustee	95

	Section 7.9	Successor Trustee or Agent by Merger, etc	97

	Section 7.10	Eligibility	97

	Section 7.11	Limitation on Duty of Trustee in Respect of Collateral	97

	Section 7.12	Appointment of Co-Trustee	97

	Section 7.13	Preferential Collection of Claims Against the Issuer.	98

	Section 7.14	Reports by Trustee to the Holders.	98

ARTICLE VIII DEFEASANCE AND SATISFACTION AND DISCHARGE OF INDENTURE			99

	Section 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	99

	Section 8.2	Legal Defeasance and Discharge	99

iii


	Section 8.3	Covenant Defeasance	99

	Section 8.4	Conditions to Legal or Covenant Defeasance	100

	Section 8.5	Satisfaction and Discharge of the Indenture	101

	Section 8.6	Survival of Certain Obligations	102

	Section 8.7	Acknowledgment of Discharge by Trustee	102

	Section 8.8	Application of Trust Moneys	102

	Section 8.9	Repayment to the Issuer; Unclaimed Money	103

	Section 8.10	Reinstatement	103

ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS			104

	Section 9.1	Amendment, Supplement and Waiver	104

	Section 9.2	Revocation and Effect of Consents	106

	Section 9.3	Notation on or Exchange of Notes	107

	Section 9.4	Trustee to Sign Amendments, etc.	107

ARTICLE X GUARANTEES			107

	Section 10.1	Guarantees	107

	Section 10.2	Limitation on Guarantees	109

	Section 10.3	No Subrogation	110

	Section 10.4	Release	110

ARTICLE XI SECURITY AND SECURITY AGENT			111

	Section 11.1	Collateral and Security Documents	111

	Section 11.2	Responsibilities of Security Agents	113

	Section 11.3	Security Agents’ Individual Capacity	114

	Section 11.4	Trustee May Perform	114

	Section 11.5	Fees, etc.	114

	Section 11.6	Indemnification: Disclaimers, etc.	114

	Section 11.7	Illegality; No inconsistency	115

	Section 11.8	Rights of Trustee, the Security Agents and the Paying Agents	115

	Section 11.9	Release of Collateral	115

	Section 11.10	Authorization of Actions to be Taken by the Security Agents Under the Security Documents	117

	Section 11.11	Authorization of Receipt of Funds by the Security Agents Under the Security Documents	118

	Section 11.12	Trustee’s and Security Agents’ Compensation Not Prejudiced	118

	Section 11.13	Creation of Parallel Obligations	118


ARTICLE XII MISCELLANEOUS			120

	Section 12.1	Notices	120

	Section 12.2	Certificate and Opinion as to Conditions Precedent	122

	Section 12.3	Statements Required in Certificate or Opinion	123

	Section 12.4	Rules by Trustee, Paying Agents (Including Principal Paying Agent), Registrar	123

	Section 12.5	Legal Holidays	123

	Section 12.6	Governing Law	123

	Section 12.7	Consent to Jurisdiction and Service of Process	123

	Section 12.8	No Adverse Interpretation of Other Agreements	124

	Section 12.9	No Personal Liability of Directors, Officers, Employees and Stockholders	124

	Section 12.10	Judgment Currency	124

	Section 12.11	Currency Calculation	125

	Section 12.12	Additional Information	125

	Section 12.13	Successors	125

	Section 12.14	Counterpart Originals	125

	Section 12.15	Severability	125

	Section 12.16	Table of Contents, Headings, etc.	125

	Section 12.17	Waiver of Jury Trial	126

	Section 12.18	USA Patriot Act	126

	Section 12.19	Communication by Holders with other Holders	126

	Section 12.20	Trust Indenture Act Controls	126

SCHEDULE 1 LIST OF INITIAL GUARANTORS

EXHIBIT A FORM OF SENIOR SECURED NOTE

EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE

CROSS REFERENCE TABLE


TIA Section				Indenture Section

310 (a)(1)				7.9
(a)(2)				7.9
(a)(3)				N.A.
(a)(4)				N.A.
(b)				7.7, 7.9
(c)				N.A.
311 (a)				7.12
(b)				7.12
(c)				N.A.
312 (a)				2.05
(b)				12.19
(c)				12.19
313 (a)				7.13
(b)(1)				7.13, 12.1
(b)(2)				7.13, 12.1
(c)				7.13, 12.1
(d)				7.13
314 (a)				4.14, 4.19, 12.3
(b)				11.1
(c)(1)				12.3
(c)(2)				12.3
(c)(3)				N.A.
(d)				N.A.
(e)				11.1, 11.9
(f)				N.A.
315 (a)				7.1, 7.2
(b)				7.5, 12.1
(c)				6.4
(d)				7.1
(e)				6.15
316 (a)(last sentence)				2.9
(a)(1)(A)				6.8
(a)(1)(B)				6.7
(a)(2)				N.A.
(b)				6.10
(c)				2.9, 2.12
317 (a)(1)				6.11
(a)(2)				6.12
(b)				2.4
318 (a)				12.21
318 (b)				N.A.
318 (c)				12.21

N.A. Means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.

INDENTURE, dated as of , 2013 among (i) CEDC FINANCE CORPORATION INTERNATIONAL, INC., a company incorporated under the laws of Delaware (the “Issuer”), (ii) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated under the laws of Delaware, as a Guarantor (the “Parent”), (iii) the entities listed on Schedule I hereto (as “Initial Guarantors”), (iv) U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), (v) DEUTSCHE BANK TRUST COMPANY AMERICAS (as, “Paying Agent”, “Registrar” and “Transfer Agent”), (vii) DEUTSCHE BANK AG, London Branch (as “Polish Security Agent”) and (viii) TMF TRUSTEE LIMITED (as “Security Agent”).

The Issuer has duly authorized the execution and delivery of this indenture (this “Indenture”) to provide for the creation and issuance of its (i) $500,000,000 6.5% Senior Secured Notes due 2020 (the “Original Notes”) issued on the date hereof and (ii) Additional Notes (as defined herein) that may be issued from time to time subsequent to the Issue Date (all such notes referred to in clauses (i) and (ii) being referred to collectively as the “Notes”); and, to provide therefor, the Issuer, the Parent and each of the other Guarantors have duly authorized the execution and delivery of this Indenture. Except as otherwise provided herein, $500,000,000 in aggregate principal amount of Notes shall be initially issued on the date hereof.

Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions. For purposes of this Indenture, unless otherwise specifically indicated herein, the term “consolidated”, with respect to any Person, refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. As used in this Indenture, the following terms shall have the following meanings:

“Acquired Debt” means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged, consolidated, amalgamated or otherwise combined with or into, all or substantially all of its assets are transferred to, or becomes a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging, consolidating, amalgamating or otherwise combining with or into, transferring assets to, or becoming a Restricted Subsidiary of, such specified Person; and

(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person existing at the time such asset is acquired,

provided that Indebtedness which is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of such asset acquisition or the transactions by which such Person is merged or consolidated with or into the Parent or any Restricted Subsidiary transferring assets to, or becomes a Restricted Subsidiary shall not constitute Acquired Debt.

“Additional Notes” means any additional principal amounts of Notes issued from time to time under the terms of this Indenture after the Issue Date.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition: (i) the terms “controlling,” “controlled by” and “under common control with” have correlative meanings; and (ii) “Affiliate” shall include funds advised by the specified Person.

“Affiliate Transaction” has the meaning set forth in Section 4.13 (Limitation on Transactions with Affiliates).

“Agent” means the Paying Agent, each Authenticating Agent, each Transfer Agent, the Registrar, the Security Agent, the Polish Security Agent and their respective successors, and “Agents” means all of them.

“Agent Members” has the meaning set forth in Section 2.15 (Certain Matters Relating to Global Notes).

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the relevant Clearing System that apply to such transfer or exchange.

“Asset Sale” means:

(1)

the sale, lease, conveyance or other disposition of any assets; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Parent and its Restricted Subsidiaries taken as a whole or of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of Section 4.16 (Change of Control) and/or the provisions of Section 4.20 (Merger, Consolidation or Sale of Assets) and not by the provisions of Section 4.12 (Asset Sales); and

(2)

the issuance of Equity Interests in any of the Parent’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale:

(1)

any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

(2)

a transfer or other disposition of assets between or among the Parent and its Restricted Subsidiaries;

(3)

an issuance or sale of Equity Interests by a Restricted Subsidiary of the Parent to the Parent or to a Restricted Subsidiary of the Parent;

(4)

any sale or other disposition of inventory or of damaged, worn-out or obsolete assets in the ordinary course of business;

(5)

the sale or other disposition of cash or Cash Equivalents;

(6)

any Restricted Payment that does not violate Section 4.4 (Limitation on Restricted Payments) or a Permitted Investment;

(7)

dispositions by the Parent or any of its Restricted Subsidiaries in connection with the waiver, compromise, settlement, release or surrender of any right, claim or receivable in the ordinary course of business or in bankruptcy or similar proceedings;

(8)

the sale or other disposition of assets received by the Parent or any of its Restricted Subsidiaries in connection with the waiver, compromise, settlement, release or surrender of any right or claim of the Parent or any of its Restricted Subsidiaries, provided, however that the net cash proceeds of such sale or disposition are applied in accordance with Section 4.12 (Asset Sales);

(9)

dispositions in connection with Permitted Liens;

(10)

the licensing or sublicensing of intellectual property or other intangibles and licenses, leases or subleases of other property that do not interfere in any material respect with the business of the Parent or any of its Restricted Subsidiaries;

(11)

foreclosure, condemnation or similar action with respect to any property or other assets;

(12)

a disposition pursuant to the terms of a binding agreement in effect on the Issue Date or in effect at the time a Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, in each case, as amended, supplemented or otherwise modified after the Issue Date to the extent such modification with respect to such asset disposition is not materially less favorable to the Holders than the relevant agreement referred to in this clause (12);

(13)

the sale, lease, conveyance or other disposition of equipment, inventory, property or other assets in the ordinary course of business; and

(14)

the lease, assignment or sublease of any real or personal property in the ordinary course of business.

“Asset Sale Offer” shall have the meaning set forth in Section 4.12 (Asset Sales).

“Asset Sale Offer Amount” shall have the meaning set forth in Section 4.12 (Asset Sales).

“Asset Sale Offer Period” shall have the meaning set forth in Section 4.12 (Asset Sales).

“Asset Sale Purchase Date” shall have the meaning set forth in Section 4.12 (Asset Sales).

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Authenticating Agent” shall have the meaning set forth in Section 2.2.

“Bankruptcy Custodian” means any receiver, manager, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Bankruptcy Law” means Title 11, United States Code or any similar federal, state or foreign law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

Unless otherwise stated herein, all references to the “Board of Directors” shall be to the Board of Directors of the Parent.

“Book Entry Interest” means a beneficial interest in a Global Note held through and shown on, and transferred only through, records maintained in book entry form by a Depositary.

“Borrowing Base” means an amount equal to 70% of the sum of: (a) the net book value of the accounts receivable of the Parent and its Restricted Subsidiaries; and (b) the Inventory of the Parent and its Restricted Subsidiaries (determined as of the end of the most recently ended fiscal quarter for which consolidated financial statements of the Parent are publicly available, it being understood that the accounts receivable and inventory of an acquired business may be included if such acquisition has been completed on or prior to the date of determination).

“Business Day” means any day that is not a Saturday or Sunday or other day on which banks and financial institutions in London, New York, or the jurisdiction of the exchange on which the Notes will be listed are authorized or required by law to close.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP (as in effect on the Issue Date for purposes of determining whether a lease is a Capital Lease Obligation), and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Markets Debt” means debt securities substantially similar to the Notes, other than with respect to interest, maturity and redemption provisions.

“Capital Stock” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1)

securities issued or directly and fully guaranteed or insured by the United States of America or any state thereof, any European Union Member State (provided that the full faith and credit of the United States or such European Union Member State is pledged in support of those securities) in each case denominated in U.S. dollars, pounds sterling or euros and having maturities of not more than one year from the date of acquisition;

(2)

certificates of deposit, time deposits and other bank deposits in U.S. dollars, pounds sterling or euro with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any bank or trust company which is organized under the laws of a European Union Member State or the United States of America or any other state thereof or, in the case of any Restricted Subsidiary any such Investment in the direct obligations of any state or country in which such Restricted Subsidiary is organized or has operations; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of $500.0 million (or the foreign currency equivalent thereof) and whose long-term debt is rated “A-1” or higher by Moody’s or “A+” or higher by S&P or the equivalent rating category of another internationally recognized rating agency;

(3)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4)

commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and

(5)

money market funds (i) denominated in U.S. dollar, euro or pound sterling that are rated “A3” or higher by Moody’s or “AAA” or higher by S&P; or (ii) at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition.

“CEDC FinCo Exchange Offer” means the offer of Original Notes in exchange for Existing Notes pursuant to Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization of Central European Distribution Corporation and CEDC Finance Corporation International, Inc. dated February 25, 2013;

“Change of Control” means the occurrence of any of the following:

(1)

the Parent consolidates with, or merges with or into, another Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all

of its assets to any Person, or any Person consolidates with, or merges with or into, the Parent, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Parent is converted into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding Voting Stock of the Parent is converted into or exchanged for (1) Voting Stock (other than Disqualified Stock) of the surviving or transferee corporation or its parent corporation; and/or (2) cash, securities or other property in any amount which could be paid by the Parent as a Restricted Payment under this Indenture; (ii) the Beneficial Owners of the Voting Stock of the Parent immediately before such transaction own, directly or indirectly, immediately after such transaction, at least a majority of the voting power of all Voting Stock of the surviving or transferee corporation or its parent corporation immediately after such transaction, as applicable; and (iii) immediately after such transaction, no “person” or “group” (as such terms are used in Sections 13(d) or 14(d) of the Exchange Act) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such surviving or transferee corporation or its parent corporation, as applicable, or has, directly or indirectly, the right to elect or designate a majority of the board of directors of the surviving or transferee corporation or its parent corporation, as applicable;

(2)

the consummation of any transaction, whether as a result of the issuance of securities of the Parent, any merger or consolidation, purchase or otherwise, the result of which is that any “person” or “group” of related persons (within the meaning of Sections 13(d) or 14(d) of the Exchange Act but excluding any Person that was a wholly owned Subsidiary of the Parent prior to such transaction) has become, directly or indirectly, the Beneficial Owner of more than 50% of the voting power of the Voting Stock of the Parent on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of the Parent convertible into or exercisable for Voting Stock of the Parent (whether or not such securities are then currently convertible or exercisable);

(3)

the first day on which a majority of the members of the Board of Directors of the Parent are not Continuing Directors; or

(4)

the adoption by the shareholders of the Parent of a plan for the liquidation or dissolution of the Parent.

“Change of Control Offer” has the meaning set forth in Section 4.16 (Change of Control).

“Change of Control Payment” shall have the meaning set forth in Section 4.16 (Change of Control).

“Change of Control Payment Date” shall have the meaning set forth in Section 4.16 (Change of Control).

“Clearing System” means DTC, or its successor, acting directly, or through a custodian, nominee or depositary.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral” means the property and assets securing the Notes and/or the Guarantees as such may be amended, modified, restated, supplemented or replaced from time to time.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)

the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3)

the amount of minority interest expense deducted in calculating Consolidated Net Income; plus

(4)

depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Parent will be added to Consolidated Net Income to compute Consolidated EBITDA of the Parent only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Parent by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders (but only to the extent that the foregoing restricts the ability of the Parent to procure that an amount of cash equal to the amount of such Net Income for such period is transferable to the Parent or any Restricted Subsidiary of the Parent).

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)

the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2)

solely for purposes of determining the amount available for Restricted Payments, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, but only to the extent that the foregoing restricts the ability of the Parent to procure that an amount of cash equal to the amount of such Net Income for such period is transferable to the Parent or any Restricted Subsidiary of the Parent;

(3)

the cumulative effect of a change in accounting principles will be excluded;

(4)

notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(5)

any currency translation gains and losses related to currency re-measurements of Indebtedness, any net loss or gain resulting from hedging transactions for currency exchange risk will be excluded, and any amortization of deferred charges resulting from the application of Accounting Principles Board Opinion No. APB 14-1, Accounting for Convertible Debt Instruments that may be settled in cash upon conversion (including partial cash settlement) will be excluded;

(6)

any expenses, charges or other costs related to the offering of the Notes (including amortization of any such expenses, charges or other costs that have been capitalized and any other expenses or costs relating to the CEDC FinCo Exchange offer or Plan of Reorganization) and any other issuance of Equity Interests of the Parent or debt financing will be excluded;

(7)

any adjustments to the initial purchase price allocation for acquisitions done after the initial assessment period to the extent such items were included in Consolidated Net Income will be excluded;

(8)

any gain or loss realized upon the sale or other disposition of any asset which is not sold or otherwise disposed of in the ordinary course of business will be excluded;

(9)

any item classified as a restructuring, direct acquisition related expense, extraordinary or other non-operating gain or loss, including the costs of and accounting for, financial instruments and any loss, charge, cost, expense or reserve in respect of any restructuring including the CEDC FinCo Exchange Offer or any plan of reorganization, including any costs and expenses relating to legal, financial and other advisors, auditors and accountants, printer fees and expenses and any transaction (including any financing or disposition) or litigation related thereto) will be excluded;

(10)

any impairment loss relating to goodwill or other intangible assets will be excluded;

(11)

any premium, penalty, or fee paid in relation to any repayment, prepayment, redemption or purchase of debt will be excluded;

(12)

any noncash compensation charge or expense arising from any grant of stock, stock options or other equity based awards; and

(13)

any capitalized, accrued or accrediting or pay-in-kind interest on Subordinated Shareholder Funding.

“Consolidated Senior Secured Leverage” means, as of any date of determination, the sum of the total amount of Senior Secured Indebtedness of the Parent and its Restricted Subsidiaries on a consolidated basis.

“Consolidated Senior Secured Leverage Ratio” means, with respect to any Person as of any date of determination, the ratio of (i) the Consolidated Senior Secured Leverage of such Person and its consolidated subsidiaries (or, in the case of the Parent, its Restricted Subsidiaries) as of such date, to (ii) the aggregate amount of Consolidated EBITDA of such Person for the period as of the most recent four fiscal quarters ending prior to such date.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Parent who:

(1)

was a member of such Board of Directors on the Issue Date; or

(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Copecresto Subsidiaries” means Copecresto Enterprises Limited, Lugano Holdings Limited, Latchey Limited, OOO Parliament Production, OOO Parliament Distribution and Ardy Investments Limited.

“Covenant Defeasance” has the meaning set forth in Section 8.3 (Covenant Defeasance).

“Credit Facilities” means one or more debt facilities or commercial paper facilities or credit facility documentation, in each case with banks or other institutional lenders providing for

revolving credit loans, term loans, receivables financing (including through the sale or factoring of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), bank guarantees or letters of credit or overdrafts, in each case, as amended, restated, modified, supplemented, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced, increased or extended in whole or in part from time to time, and whether or not with the original arranging agent, administrative agent and lenders or another arranging or administrative agent or agents or other banks or other institutional lenders and whether provided under any existing credit facility or one or more other credit agreements or financing agreements (without limitation as to amount outstanding or committed, or the maturity, terms, conditions, covenants, or other provisions thereof or parties thereto) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents).

“Custodian” means in the case of any Global Note held through DTC, the Registrar, as custodian for DTC with respect to such Global Note.

“Cyprus Guarantors” means, collectively, WHL Holdings Limited, Tisifoni Wines & Spirits Limited, Global Wines & Spirits Holdings Limited, Jelegat Holdings Limited and Pasalba Ltd.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Notes” means any definitive Note issued in accordance with Section 2.6(b)(3) (Transfer and Exchange of Global Notes) registered in the Register, substantially in the form attached as Exhibit A hereto.

“Depositary” means, with respect to any Global Note, the Person specified in Section 2.3 hereof as the Depositary with respect to such Global Note, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Stock” means any Equity Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interests), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interests, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders of the Equity Interests have the right to require the Parent to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Equity Interests provided that the Parent may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with Section 4.4 (Limitation on Restricted Payments). The amount of Disqualified Stock deemed to be

outstanding at any time for purposes of this Indenture will be the maximum amount that the Parent and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“dollar”, “U.S. dollar” or “$” means the currency of the United States of America.

“DTC” means The Depository Trust Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any primary public or private offering of Equity Interests (other than Disqualified Stock) of the Parent.

“euro” or “€” means the single currency of the participating European Union Member States.

“European Union Member State” means any country that is a member state of the European Union as of the Issue Date, but not including any country which becomes a member of the European Union after the Issue Date.

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

“Existing Guarantees” means those Guarantees of the Existing Notes.

“Existing Indebtedness” means Indebtedness of the Parent and its Restricted Subsidiaries (other than Indebtedness under any Credit Facilities or under the Notes) in existence on the Issue Date and until such amounts are repaid, including any Indebtedness under the Existing Notes and the Existing Notes Guarantees which remain outstanding following the CEDC FinCo Exchange Offer.

“Existing Notes” means the euro denominated senior secured notes and the U.S. dollar denominated senior secured notes issued under the indenture, dated December 2, 2009, among, inter alia, the Issuer, the Parent, the guarantors named therein, Deutsche Trustee Company Limited, as such indenture has been amended and supplemented.

“Fair Market Value” means, with respect to any asset or property, the value that would be paid by a willing buyer to a willing seller in an arm’s-length transaction not involving distress or necessity of either party. Unless otherwise provided in this Indenture, a determination in good faith by the Board of Directors of the Parent as to Fair Market Value shall be conclusive.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or

issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period;

(2)

the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)

any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5)

any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6)

if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of twelve months).

For purposes of this definition, whenever pro forma effect is to be given to an acquisition or other Investment and the amount of income or earnings relating thereto, the pro forma calculations shall be made in compliance with Article 11 of Regulation S-X under the Securities Act, and will be as determined in good faith by a responsible financial or accounting Officer of

the Parent, provided that such adjustments are set forth in an Officers’ Certificate signed by such Officer which states: (i) the amount of such adjustment or adjustments; (ii) that such adjustment or adjustments is based on the reasonable good faith beliefs of such Officer at the time of such execution; and (iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. In addition, for purposes of this definition, in determining the amount of Indebtedness outstanding on any date of determination, pro forma effect shall be given to any incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge of Indebtedness on such date.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)

the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Parent (other than Disqualified Stock) or to the Parent or a Restricted Subsidiary of the Parent; times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP. This definition includes “grossed up” preferred dividends as Fixed Charges; plus

(5)

any expenses, charges or other costs related to the offering of the Notes (or any amortization thereof) and included in such period in computing Fixed Charges; minus

(6)

any amortization of deferred charges resulting from the application of Accounting Principles Board Opinion No. APB 14-1— Accounting for Convertible Debt Instruments that may be settled in cash upon conversion (including partial cash settlement).

“GAAP” means generally accepted accounting principles applicable in the United States as in effect from time to time.

“Global Notes” has the meaning set forth in Section 2.1 (Form and Dating).

“Government Securities” means direct obligations of, obligations fully guaranteed by, or participations in pools consisting solely of obligations of or obligations guaranteed by the government of the United States or any European Union Member State, the payment of which is secured by the full faith and credit of the United States or the applicable European Union Member State, as the case may be.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each of:

(1)

the Initial Guarantors; and

(2)

any other Subsidiary of the Parent that issues a Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)

other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity or raw materials prices.

“Holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Registrar under this Indenture.

“Indebtedness” means, with respect to any specified Person (in each case, excluding accrued expenses and trade payables and without double-counting):

(1)

the principal amount of indebtedness of such Person for borrowed money;

(2)

the principal component of obligations of such Person evidenced by bonds, notes, debentures or similar instruments;

(3)

the principal component of obligations of such Person in respect of banker’s acceptances and letters of credit (other than obligations with respect to letters of credit entered into in the ordinary course of business of such Person to the extent such letters are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than within 20 Business Days following payment on the letter of credit);

(4)

Capital Lease Obligations or Attributable Debt;

(5)

the balance deferred and unpaid of the purchase price of any property due more than six months after such property is acquired;

(6)

the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination; and (b) the amount of such Indebtedness of such other Persons;

(7)

the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; or

(8)

to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),

if and to the extent any of the preceding items (Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. Indebtedness shall not include Subordinate Shareholder Funding.

“Indirect Participant” means a Person who holds a Book Entry Interest in a Global Note through a Participant.

“Initial Guarantors” means each of:

(1)

the Parent and CEDC Finance Corporation, LLC;

(2)

CEDC International Sp. z o.o, and PWW Sp. z o.o.;

(3)

Bols Hungary Kft.;

(4)

Bravo Premium LLC, JSC Distillery Topaz, JSC “Russian Alcohol Group”, Limited Liability Company “The Trading House Russian Alcohol”, Sibirsky LVZ, OOO First Tula Distillery and Mid-Russian Distilleries, OOO Glavspirttrest, Russian Alcohol Finance Limited;

(5)

Lion/Rally Lux 1 S.A., Lion/Rally Lux 2 S.à r.l. and Lion/Rally Lux 3 S.à r.l.; and

(6)

Jelegat Holdings Limited and Pasalba Ltd.; and

“Intellectual Property Rights” means: [(i) the trademarks related to the Soplica brand owned by CEDC International sp. z o.o. and registered in Poland as of the Issue Date and registered in the European Union under trademark numbers 004575304 and 003801362].

“Intercompany Borrowers” means CEDC International sp. z.o.o. and Jelegat Holdings Limited.

“Intercompany Loans” means one or more loans between the Intercompany Borrowers, as borrowers, and the Issuer, as lender, of the proceeds received by the Issuer from the issuance of the Existing Notes[, as such loans will be amended and restated on the Issue Date such that the principal amount, interest rate and maturity will correspond to the Notes and any Existing Notes that will remain outstanding following the CEDC FinCo Exchange Offer.] After the consummation of the CEDC FinCo Exchange Offer, it is expected that a portion of the Intercompany Loans will be cancelled and/or exchanged for equity of the applicable Intercompany Borrower, such that the aggregate principal amount of the remaining Intercompany Loans reflects the aggregate principal amount of the Notes and any Existing Notes that remain outstanding following the CEDC FinCo Exchange Offer. In addition, it is expected that the terms of the remaining Intercompany Loans (e.g., interest rate and maturity) will be amended to reflect those of the Notes and any Existing Notes that remain outstanding following the CEDC FinCo Exchange Offer.

“Intra-Group Liabilities” means any amounts owed by the Luxembourg Guarantor to its direct and indirect holding companies and the subsidiaries thereof that are not Luxembourg On-Loans.

“Inventory” means inventory, as determined in accordance with GAAP.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, payroll, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Parent or any Restricted Subsidiary of the Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Parent, the Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Parent’s Investments in such

Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.4 (Limitation on Restricted Payments). The acquisition by the Parent or any Restricted Subsidiary of the Parent of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.4 (Limitation on Restricted Payments). Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means [ ].

“Issuer Order” means a written order or request signed in the name of a Guarantor or the Issuer by an Officer or a member of the Board of Directors.

“Issuer Permitted Liens” means:

(1)

Liens relating to bank deposits or to secure the performance of statutory obligations, surety or appeal bonds or other obligations of a like nature incurred in the ordinary course of business;

(2)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or thereafter can be paid without penalty or that are being contrasted in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(3)

Liens created for the benefit of or to secure the Notes or any Note Guarantee or any other Capital Markets Debt;

(4)

Permitted Collateral Liens, provided that such Permitted Collateral Liens secure the Notes on a senior or pari passu basis; and 17

(5)

Liens granted to the Trustee or other agent for its compensation and indemnities pursuant to this Indenture or any Security Document (or to any trustee or other agent in respect of other Capital Markets Debt pursuant to any indenture or security document relating thereto).

“Legal Defeasance” has the meaning set forth in Section 8.2 (Legal Defeasance and Discharge).

“Legend” means the legend initially set forth on the Notes in the form set forth in Section 2.6(h) (Legends) hereof.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Luxembourg Guarantors” means, collectively, Lion/Rally Lux 1 S.A., Lion/Rally Lux 2 S.à r.l. and Lion/Rally Lux 3 S.à r.l.

“Luxembourg On-Loans” means the aggregate of all amounts borrowed under this Indenture, which have been on-lent to the relevant Luxembourg Guarantor and/or its direct and indirect subsidiaries and which remains due and payable or have not been repaid by such Luxembourg Guarantor and/or its Subsidiaries.

“Maturity Date” means April 30, 2020.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)

any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale by such Person or any of its Restricted Subsidiaries; (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or (c) the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)

any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Proceeds” means the aggregate cash proceeds received by the Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, as and when the same is received), net of the direct costs relating to such Asset Sale and disposition of non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale and disposition of non-cash consideration, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than amounts applied to repayment of Indebtedness pursuant to Section 4.12(b) (Asset Sales), and any reserve for adjustment in respect of the sale of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1)

as to which neither the Parent nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; provided, however, that the Equity Interests of such Unrestricted Subsidiary may be pledged or otherwise subject to security arrangements to secure Indebtedness of such Unrestricted Subsidiary; and

(2)

no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Parent or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

“Notes” has the meaning set forth in Section 2.1 (Form and Dating).

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the Offering Memorandum, Consent Solicitation and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization dated February 21, 2013, relating to the Notes.

“Office” means the designated office of the Trustee at which at any time its business shall be administered, which office at the date hereof is located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Officer” means, with respect to any Person, any managing director or director, any supervisory or managing board member, chairman, chief executive officer, chief financial officer, chief operating officer, chief accounting officer, any president, vice president, treasurer or secretary or person in any equivalent position.

“Officers’ Certificate” means a certificate signed by any Officer.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, which meets the requirements of Section 12.3 (Statements Required in Certificate or Opinion) hereof and any other relevant provisions of this Indenture. The counsel may be an employee of or counsel to the Parent, any Subsidiary of the Parent or the Trustee.

“Participant” means a Person who has an account with DTC.

“Paying Agent” has the meaning set forth in Section 2.3 (Paying Agent, Registrar and Transfer Agent).

“Payor” shall mean the Issuer, a Guarantor or a successor of any thereof.

“Permitted Business” means (i) the production and bottling of vodka and other alcoholic beverages and sales thereof; (ii) the importing, exporting, transportation, distribution and sale of beverages (including alcoholic beverages), cigars and cigarettes and other consumer goods; (iii) any other business in which the Parent or any of its Restricted Subsidiaries or RAG Holdco or

any of its Subsidiaries is engaged in on the Issue Date; and (iv) any activity or business that is a reasonable extension or expansion of, or reasonably related to, the businesses described in the preceding clauses (i), (ii) and (iii).

“Permitted Collateral Liens” means:

(1)

Liens securing (i) the Notes issued on the Issue Date, (ii) any other Indebtedness incurred under any Credit Facilities or in the form of Additional Notes or Capital Markets Debt permitted to be incurred under this Indenture, provided that, after giving effect to the issuance of any such Indebtedness described under this clause (ii), the Consolidated Senior Secured Leverage Ratio is less than 3.50:1.00 on the date of incurrence and provided further that the Collateral securing such Indebtedness secures the Notes on a senior or pari passu basis and the Guarantees of Notes (including Additional Notes);

(2)

Liens securing Indebtedness under Credit Facilities permitted to be incurred pursuant to clause (1)(x) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) and Hedging Obligations related thereto permitted to be incurred pursuant to clause (9) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock);

(3)

Liens existing on the Issue Date, including Liens securing the Existing Notes and Existing Guarantees which will remain outstanding following the CEDC FinCo Exchange Offer or any Liens with respect to Existing Notes and Existing Guarantees tendered in the CEDC FinCo Exchange Offer which are in the process of being released following the CEDC FinCo Exchange Offer;

(4)

any extension, renewal or replacement, in whole or in part, of any Lien described in the foregoing clauses (1) through (3) and clause below; provided that any such extension, renewal or replacement will be no more restrictive in any material respect than the Lien so extended, renewed or replaced and will not extend in any material respect to any additional property or assets;

(5)

Liens described in clauses (4), (5), (6), (9), (10), (11), (14), (23), (24), (27) and (28) of the definition of Permitted Liens;

(6)

Liens securing Indebtedness Incurred to refinance Indebtedness that has been secured by a Permitted Collateral Lien, provided that (i) any such Lien will not extend to or cover any assets not securing the Indebtedness so refinanced; and (ii) the Indebtedness so refinanced will have been permitted to be incurred pursuant to Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock); and

(7)

Liens incurred in the ordinary course of business of the Parent or any Restricted Subsidiary with respect to obligations that in total do not exceed $10.0 million at any one time outstanding and that are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business).

“Permitted Investments” means:

(1)

any Investment in the Parent or in a Restricted Subsidiary;

(2)

any Investment in cash or Cash Equivalents;

(3)

any Investment in a Person, if as a result of such Investment:

(a)

such Person becomes a Restricted Subsidiary of the Parent ; or

(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary;

(4)

any Investment made as a result of the receipt of non-cash consideration from: (a) an Asset Sale that was made pursuant to and in compliance with Section 4.12 (Asset Sales); or (b) any other disposition of property or assets or the issuance or sale of Equity Interests not constituting an Asset Sale;

(5)

any Investment to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Parent;

(6)

any Investments received in compromise, satisfaction or resolution of: (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any Person; or (b) judgments, Liens or security interests, litigation, arbitration or other disputes or pursuant to any plan of reorganization or similar arrangement upon bankruptcy or insolvency of any Persons who are not Affiliates;

(7)

Investments represented by Hedging Obligations;

(8)

loans or advances to employees of the Parent or any Restricted Subsidiary in an aggregate principal amount not to exceed $2.5 million at any one time outstanding;

(9)

Investments in the Notes and the Guarantees;

(10)

Investments existing on the Issue Date (including Investments pursuant to a contractual commitment in existence on the Issue Date) and any amendment, modification, restatement, supplement, extension, renewal, refunding, replacement or refinancing, in whole or in part, thereof;

(11)

any Investment to the extent such Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Parent or any Restricted Subsidiary;

(12)

any Investment held by a Person that becomes a Restricted Subsidiary, provided that such Investment was not acquired in contemplation of the acquisition of such Person (or in respect of which a binding commitment to make such Investment exists on the date such Person becomes a Restricted Subsidiary) and any extension, modification or renewal of such Investment or commitment; and

(13)

any other Investment which, when taken together with all other Investments pursuant to this clause (13) and then outstanding, will not exceed the greater of (i) 3.0% of the total assets of the Parent and its Restricted Subsidiaries; and (ii) $90 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means:

(1)

Liens on Inventory, accounts receivable, bank accounts, plant, property and equipment, in each case not constituting collateral and securing Indebtedness incurred under Credit Facilities permitted under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock);

(2)

Liens in favor of the Parent or the Guarantors;

(3)

Liens securing Indebtedness permitted to be incurred pursuant to clause (13) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock);

(4)

Liens on property of a Person existing at the time such Person is merged, consolidated, amalgamated or otherwise combined with or into the Parent or any Restricted Subsidiary of the Parent; provided that such Liens were in existence prior to the contemplation of such merger, consolidation, amalgamation or other business combination, were not incurred in contemplation of such merger, consolidation, amalgamation or other business combination, and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or the Restricted Subsidiary, and any modifications, replacements, refinancings, renewals or extensions thereof; provided that to the extent such Lien is modified, replaced, renewed, extended or refinanced in connection with any refinancing of the obligations secured by such Liens (if such obligations constitute Indebtedness) the Indebtedness being refinanced is permitted under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) and the Liens so modified, replaced, renewed, extended or refinanced shall not extend in any material respect to any additional property or assets;

(5)

Liens on property (including Capital Stock) existing at the time of acquisition of the property (or in the case of an acquisition of Capital Stock of a Person that becomes a Restricted Subsidiary of the Parent, Liens on property (including Capital Stock) owned by such Person existing at the time of acquisition of such Person’s Capital Stock) by the Parent or any Restricted Subsidiary of the Parent; provided that such Liens were in existence prior to, and not incurred in contemplation of, such acquisition, and any modifications, replacements,

refinancings, renewals or extensions thereof; provided that to the extent such Lien is modified, replaced, renewed, extended or refinanced in connection any refinancing of the obligations secured by such Liens (if such obligations constitute Indebtedness), the Indebtedness being refinanced is permitted under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) and the Liens so modified, replaced, renewed, extended or refinanced shall not extend in any material respect to any additional property or assets;

(6)

Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(7)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) covering only the assets acquired with or financed by such Indebtedness;

(8)

Liens existing on the Issue Date, and any modifications, replacements, refinancings, renewals or extensions thereof; provided that to the extent such Lien is modified, replaced, renewed, extended or refinanced in connection with any refinancing of the obligations secured by such Liens (if such obligations constitute Indebtedness), the Indebtedness being refinanced is permitted under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) and the Liens so modified, replaced, renewed, extended or refinanced shall not extend in any material respect to any additional property or assets;

(9)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings instituted within a reasonable period of time and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(10)

Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens or other similar Liens, in each case, incurred in the ordinary course of business;

(11)

survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially impair their use in the operation of the business of such Person;

(12)

Permitted Collateral Liens;

(13)

Liens securing Hedging Obligations permitted to be incurred by clause (9) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock);

(14)

judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(15)

Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(16)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(17)

Liens on assets of a Restricted Subsidiary of the Parent that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under this Indenture;

(18)

leases, subleases, licenses and sublicenses granted to others in the ordinary course of business of the Parent and its Restricted Subsidiaries;

(19)

banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

(20)

Liens arising from U.S. Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Parent and the Restricted Subsidiaries in the ordinary course of business;

(21)

Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets that secured (or under the agreements pursuant to which such Lien arose, could have secured) the Indebtedness being refinanced (plus improvements and accessions to, such property or proceeds or distributions thereof);

(22)

Liens on the funds or securities deposited for the purpose of defeasing or redeeming any Indebtedness on or prior to its maturity date, to the extent such defeasance or redemption is permitted under this Indenture;

(23)

Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance, other types of social security and other types of related statutory obligations;

(24)

rights of set-off under contracts that do not relate to Indebtedness for borrowed money;

(25)

Liens in favor of customs or revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(26)

Liens resulting from escrow arrangements unrelated to Indebtedness for borrowed money entered into in connection with a disposition of assets and from escrow arrangements in relation to the Lion Payment;

(27)

any retention of title reserved by any seller of goods or any Lien imposed, reserved or granted over goods supplied by such seller;

(28)

Liens arising out of or in connection with pre-judgment legal process or a judgment or a judicial award relating to security for costs;

(29)

Liens on and pledges of Equity Interests of any Unrestricted Subsidiary securing any Indebtedness of such Unrestricted Subsidiary;

(30)

Liens on the assets or property of a Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary owing to and held by the Parent, any other Guarantor or the Issuer;

(31)

Liens incurred in the ordinary course of business of the Parent or any of its Restricted Subsidiaries with respect to obligations that do not exceed $10.0 million at any one time outstanding; and

(32)

Liens on assets or property of the Copecresto Subsidiaries securing Indebtedness consisting of local lines of credit or working capital facilities.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge (“refinance”) other Indebtedness of the Parent or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2)

if the Indebtedness refinanced is contractually subordinated to the Notes or the Guarantees such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3)

if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes or the Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes or the Guarantees on terms not materially less favorable to the Holders of Notes or the Guarantees as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4)

such Indebtedness is incurred either by the Parent or by the Restricted Subsidiary who is a borrower on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Polish Collateral” means (i) pledges of shares in Polish Guarantors; (ii) pledges of rights under Specified Bank Accounts of the Polish Guarantors; (iii) mortgages over certain real property and fixtures of CEDC International sp. z.o.o.; (iv) security over certain intellectual property rights owned by CEDC International sp. z.o.o. (related to the Soplica brand and registered in Poland and the European Union); and (v) subject to Section 11.14 any other Collateral established or granted in connection with this Indenture, securing the Notes, the Parallel Obligations and the Guarantees, governed in principle by Polish law (as determined in good faith by the Parent) and subject to any increase, amendment, modification, restatement, supplementation or replacement from time to time.

“Polish Security Agent” means Deutsche Bank AG, London Branch (or, if applicable, such other person as may from time to time hold the whole or any part of the security granted with respect to the Polish Collateral under the Security Documents) as Polish Security Agent under the Security Documents.

“Principal Paying Agent” has the meaning set forth in Section 2.3 (Paying Agent, Registrar and Transfer Agent).

“Proceeds Loan” means the loan between Jelegat Holdings Limited, as borrower, and the Issuer, as lender, made out of the proceeds of the issuance of the Existing Notes, as such loan will be amended on the Issue Date to reflect the issuance of the Notes and the cancellation of Existing Notes tendered in the CEDC FinCo Exchange Offer.

“RAG Guarantors” means the Russian Alcohol Guarantors, the Luxembourg Guarantors, Pasalba Limited, and OOO Glavspirttirest

“RAG Intercompany Borrowers” means the borrowers under the RAG On-Loans.

“RAG On-Loans” means the loans between the Russian Alcohol Guarantors, as borrowers, and Russian Alcohol Finance Limited, as lender, made out of the proceeds of an Intercompany Loan.

“RAG Security Documents” means each of the documents entered into by the RAG Intercompany Borrowers creating or evidencing a Lien on property or assets of each of the RAG Intercompany Borrowers for the benefit of Russian Alcohol Finance Limited and any related intercreditor agreement, in each case as amended, modified, restated, supplemented or replaced from time to time.

“RAG Transaction Documents” means the RAG On-Loans and the RAG Security Documents.

“RAG Vendor Loan Notes” means the series A Unsecured Subordinated Loan Notes issued by Lion/Rally Lux 2 prior to the Issue Date (and related payment in-kind notes).

“Record Date” means the Record Dates specified in the Notes.

“Redemption Date” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and Paragraph 7 (Optional Redemption) of any such Note.

“Redemption Price” when used with respect to any Note to be redeemed, means the price fixed for such redemption pursuant to this Indenture and Paragraph 7 (Optional Redemption) of any such Note.

“Registrar” has the meaning set forth in Section 2.3 (Paying Agent, Registrar and Transfer Agent).

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Russian Alcohol Finance Limited” means a Cyprus corporation currently named Jelegat Holdings Limited.

“Russian Alcohol Guarantors” means Bravo Premium LLC, JSC Distillery Topaz, JSC “Russian Alcohol Group”, Limited Liability Company “The Trading House Russian Alcohol”, Sibirsky LVZ, OOO First Tula Distillery and Mid-Russian Distilleries.

“Russian Guarantors” means, collectively, OOO Glavspirttirest, the Russian Alcohol Guarantors and the Whitehall Subsidiaries.

“S&P” means Standard & Poor’s Ratings Group.

“SEC” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act. “Secured Parties” means the Trustee, the Agents and the Holders.

“Securities Act” means the U.S. Securities Act of 1933.

“Security Agent” means TMF Trustee Limited (or, if applicable, such other person as may from time to time hold the whole or any part of the security granted under the Security Documents with respect to the Collateral (other than the Polish Collateral)) as Security Agent under the Security Documents.

“Security Documents” means each of the documents entered into by the Parent or any of its Restricted Subsidiaries creating or evidencing a Lien on property or assets of the Parent or any Restricted Subsidiary for the benefit of the Holders and the Trustee and any intercreditor agreement, in each case as amended, modified, restated, supplemented or replaced from time to time.

“Senior Secured Indebtedness” means, as of any date of determination, the principal amount of any Indebtedness for borrowed money that is secured by a Lien.

“Share Capital” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Share Capital, whether or not such debt securities include any right of participation with Share Capital.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Specified Bank Account” means any bank account of the relevant Guarantor or the Issuer having at least $10.0 million (or, if in a currency other than U.S. dollars, the U.S. dollar equivalent thereof) in deposits, measured as of the Issue Date, and thereafter as of the last day of each fiscal quarter after the Issue Date.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled and required to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinate Shareholder Funding” means collectively, any funds provided to the Parent by (or any other debt obligations of the Issuer for borrowed money owed to), any Affiliate of the Parent, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security or instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinate Shareholder Funding, provided, that such Subordinate Shareholder Funding:

(a) does not (including upon the happening of any event) mature or require any amortization or other payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of any such security or instrument for Capital Stock (other than Disqualified Stock) of the Parent or for any other security or instrument meeting the requirements of the definition);

(b) does not (including upon the happening of any event) require the payment of cash interest prior to the first anniversary of the maturity of the Notes;

(c) does not (including upon the happening of any event) provide for the acceleration of its maturity nor confers on its shareholders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case prior to the first anniversary of the maturity of the Notes;

(d) is not secured by a Lien on any assets of the Parent or a Restricted Subsidiary and is not guaranteed by any Subsidiary of the Parent;

(e) is subordinated in right of payment to the prior payment in full of the Notes in the event of any Default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of the issuer and other restrictions, on payment and enforcement;

(f) does not (including upon the happening of any event) restrict the payment of amounts due in respect of the Notes or compliance by the Issuer with its obligations under the Notes and the Indenture;

(g) does not (including upon the happening of an event) constitute Voting Stock; and

(h) is not (including upon the happening of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at this option of the holder thereof); in whole or in part, prior to the date on which the Notes mature, other than into or for Capital Stock (other than Disqualified Stock) of the Parent.

“Subsidiary” means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person; or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Tax” or “Taxes” means any tax, contribution, special contribution or defense, impost, withholding, levy or charge in the nature of tax in any jurisdiction together with any interest, penalty, or addition thereto, whether disputed or not.

“Trust Indenture Act” or “TIA” means the U.S. Trust Indenture Act.

“Trust Officer” shall mean, when used with respect to the Trustee, any officer within the trust and agency department of the Trustee, including any director, associate director or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Unrestricted Subsidiary” means any Subsidiary of the Parent that is designated by the Board of Directors of the Parent as an Unrestricted Subsidiary in accordance with the provisions of Section 4.25 (Designation of Restricted and Unrestricted Subsidiaries) pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;

(2)

except as permitted by Section 4.13 (Limitation of Transactions with Affiliates), is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary of the Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent;

(3)

is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests; or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its Restricted Subsidiaries.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying: (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness; by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)

the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Parent or a Restricted Subsidiary) will at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

Section 1.2 Other Definitions.


Term		Section

“Agreed Jurisdictions”		11.13
“Amendment”		4.24
“Authenticating Agent”		2.2
“Authorized Agent”		12.7
“Default Interest Payment Date”		2.12
“Defeasance Trust”		8.4
“Defeasor”		8.1
“Event of Default”		6.1
“Excess Proceeds”		4.12
“Golden Share”		4.23
“Guarantees”		10.1
“incur”		4.3
“Judgment Currency”		12.10
“Legal Defeasance”		8.2
“Losses”		11.6
“Obligations”		10.1
“Parallel Obligations”		11.13
“Payment Default”		6.1
“Permitted Debt”		4.3
“Principal Obligations”		11.13
“Relevant Taxing Jurisdiction”		Paragraph 2 of the Notes
“Required Currency”		12.10
“Restricted Payments”		4.4
“Successor”		4.20
“Tax Jurisdiction”		4.17
“Transfer Agent”		2.3

Section 1.3 Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as in effect from time to time;

(d) “including” or “include” means including or include without limitation;

(e) words in the singular include the plural, and words in the plural include the singular;

(f) provisions apply to successive events and transactions;

(g) unsecured or unguaranteed Debt shall not be deemed to be subordinate or junior to secured or guaranteed Debt merely by virtue of its nature as unsecured or unguaranteed Debt; and

(h) “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Clause or other subdivision.

Section 1.4 Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

(a) “Commission” means the SEC.

(b) “indenture securities” means the Securities.

(d) “indenture to be qualified” means this Indenture.

(e) “indenture trustee” or “institutional trustee” means the Trustee.

(f) “obligor” on the indenture securities means the Company and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

ARTICLE II

THE NOTES

Section 2.1 Form and Dating. The Notes and the notation relating to the Trustee’s (or Authenticating Agent’s) certificate of authentication thereof, shall be substantially in the form contained in Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. The Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them not inconsistent with the terms of this Indenture. Each Note shall be dated the date of its authentication.

The terms and provisions contained in the Notes, annexed hereto as Exhibits, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, each Guarantor, the Trustee, the Security Agent, the Polish Security Agent, the Principal Paying Agent, each other Paying Agent, the Registrar and the Transfer Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Global Notes.

As long as the Notes are in global form, the Principal Paying Agent shall be responsible for:

(i) effecting payments due on the Global Notes (following receipt of payment thereof from the Issuer); and

(ii) arranging on behalf of and at the expense of the Issuer for notices to be communicated to Holders in accordance with the terms of this Indenture.

Each reference in this Indenture to the performance of duties set forth in clauses (i) and (ii) above by the Trustee includes performance of such duties by the Principal Paying Agent.

Notes offered and sold in their initial distribution shall be initially issued as one or more global notes, in registered global form without interest coupons (the “Global Notes”), substantially in the form of Exhibit A hereto, with such applicable legends and other text as are provided in Exhibit A hereto, except as otherwise permitted herein. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar (following receipt by the Registrar of all information required hereunder), as hereinafter provided (or by the issue of a further Global Note ), in consequence of the issue of Definitive Notes or additional Notes, as hereinafter provided. The Global Notes and Definitive Notes shall collectively be referred to herein as the “Notes.”

Section 2.2 Execution and Authentication. An Officer (whom shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature.

A Note shall not be valid until an authorized signatory of the Trustee, or, as the case may be, an Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. The Trustee or the Authenticating Agent shall authenticate such Notes which shall consist of (i) Original Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $500,000,000 and (ii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) hereof), in each case upon receipt by the Trustee and the Authenticating Agent of an Issuer Order in the form of an Officer’s Certificate. Additional Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase (except with respect to amendments, waivers or modifications that affect only the Notes). Such Issuer Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Original Notes or Additional Notes, in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of this Indenture, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Legend, or such other information as the Trustee or the Authenticating Agent may reasonably request. In addition, such Issuer Order shall include (a) a statement that the Persons signing the Issuer Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Issuer Order and (ii) made such examination or investigation as is necessary to enable them to make such statements, (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Issuer Order are based and (c) that based upon (a) and (b) all conditions precedent relating to the Issuer Order have been complied with in accordance with Sections 12.2 (Certificate and Opinion as to Conditions Precedent) and 12.3 (Statements Required in Certificate or Opinion) hereof. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee and the Authenticating Agent shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee and the Authenticating Agent stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and constitute a legal valid binding obligation of the Issuer. Upon receipt of an Issuer Order, the Trustee or the Authenticating Agent shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer.

The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Trustee hereby appoints the Registrar as Authenticating Agent for the Notes. The Registrar accepts such appointment and the Issuer hereby confirms that it is acceptable for the purpose of this Section 2.2.

The Notes shall be issuable only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Section 2.3 Paying Agent, Registrar and Transfer Agent. The Issuer shall maintain one or more paying agents (each, a “Paying Agent”) for the Notes in the City of New York (the “Principal Paying Agent”). Also, if for so long as the Notes are listed on the Global Exchange Market of the Irish Stock Exchange and its rules so require, then the Issuer shall maintain a paying agent in Dublin. At the offices of such Paying Agents, notices and demands in respect of such Notes and this Indenture may be served. In the event that Definitive Notes are issued, (x) the Definitive Notes may be presented or surrendered for registration of transfer or for exchange, (y) the Definitive Notes may be presented or surrendered for payment and (z) notices and demands in respect of the Definitive Notes and this Indenture may be served at an office of any of the Registrars or the Principal Paying Agent, as applicable, in the City of New York. The Issuer initially appoints Deutsche Bank Trust Company Americas, as Principal Paying Agent. Deutsche Bank Trust Company Americas hereby accepts that appointment.

The Issuer shall maintain a registrar (the “Registrar”) with offices in the City of New York and a transfer agent in the City of New York (the “Transfer Agent”). . The Registrar shall keep a register of the Notes and of their transfer and exchange. The Registrar shall provide the Issuer a current copy of such register from time to time upon request of the Issuer. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional Paying Agents reasonably acceptable to the Trustee. The Issuer initially appoints Deutsche Bank Trust Company Americas as Registrar in the City of New York . The Registrar and the Transfer Agent in New York will maintain a register reflecting ownership of Definitive Notes outstanding from time to time and will make payments on and facilitate transfer of Definitive Notes on the behalf of the Issuer.

Upon notice to the Trustee, the Issuer may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to the Holders. The Issuer, any Guarantor or any of their Subsidiaries may act as Paying Agent or Registrar for the Notes.

The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes. Deutsche Bank Trust Company Americas will act as Custodian with respect to the Global Notes.

Claims against the Issuer for payment of principal and interest on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original date of payment therefor.

The Agents shall act solely as agents of the Issuer and shall have no fiduciary or other obligation towards, or have any relationship of trust or agency, for or with any person other than the Issuer.

The obligations of the Agents are several and not joint or joint and several. The Agents shall only be obliged to perform the duties set out in this Indenture and shall have no implied duties.

Section 2.4 Paying Agent to Hold Assets. Each Paying Agent (other than the Trustee or Affiliate of the Trustee or any successor to the Trustee or Agents named herein) shall hold in trust for the benefit of Holders or the Trustee all assets held by such Paying Agent for the payment of principal of, premium, if any, or interest on, the Notes, and shall promptly notify the Trustee of any Default by the Issuer or any Guarantor in making any such payment. The Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any Payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Issuer to such Paying Agent pursuant to this Section 2.4, such Paying Agent shall have no further liability for such assets. If the Parent or any of its Subsidiaries acts as Paying Agent, it shall segregate the assets held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Holders.

Section 2.5 List of Holders. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Issuer, on its own behalf, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five business days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders and the Issuer shall otherwise comply with TIA § 312(a).

Section 2.6 Transfer and Exchange. (a) The Global Notes initially shall be registered in the name of the Depositary or the nominee of the Depositary for credit to an account of an Agent Member, (ii) be delivered to the Registrar as Custodian for the Depositary and (iii) bear the legends as set forth in Section 2.6(h) (Legends).

(b) Transfer and Exchange of Global Notes

(i) The Global Notes cannot be transferred to any Person other than to another nominee of the Depositary, or to its successor Clearing System or its nominee approved by the Issuer, the Guarantors and the Trustee.

(ii) All Global Notes will be exchanged by the Issuer for Definitive Notes (A) if the Depositary notifies the Issuer that it is unwilling or unable to act as a Clearing System in respect of such Notes and a successor Clearing System is not appointed by the Issuer within 120 days; or (B) if the owner of a Book Entry Interest requires such exchange in writing delivered through the Depositary following an Event of Default for which the Trustee is taking action under Article VI (Default and Remedies). Upon the occurrence of any of the preceding events, Definitive Notes shall be issued in the name or names and issued in any approved denominations, as the Depositary shall instruct the Issuer based on the instructions received by the Depositary from the holders of Book Entry Interests.

(iii) Global Notes may also be exchanged or replaced, in whole or in part, as provided in Section 2.7 (Replacement Notes) and Section 2.10 (Temporary Notes). Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.7 (Replacement Notes) or Section 2.10 (Temporary Notes) hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note, other than as provided in this Section 2.6(b) (Transfer and Exchange of Global Notes).

(c) General Provisions Applicable to Transfers and Exchanges of the Notes. Transfers of Book Entry Interests in the Global Notes (other than transfers of Book Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book Entry Interest in the same Global Note) shall require compliance with this Section 2.6(c), as well as one or more of the other following subparagraphs of this Section 2.6, as applicable.

In connection with all transfers and exchanges of Book Entry Interests (other than transfers of Book Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book Entry Interest in the same Global Note), the Principal Paying Agent must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary, in accordance with the Applicable Procedures directing the Depositary, to debit from the transferor a Book Entry Interest in an amount equal to the Book Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary, as applicable, in accordance with the Applicable Procedures directing the Depositary , as applicable, to credit or cause to be credited a Book Entry Interest in another Global Note in an amount equal to the Book Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.

In connection with a transfer or exchange of a Book Entry Interest for a Definitive Note, the Principal Paying Agent or applicable Paying Agent and the applicable Registrar must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary, as applicable, in accordance with the Applicable Procedures directing the Depositary, as applicable, to debit from the transferor a Book Entry Interest in an amount equal to the Book

Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above.

In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the applicable Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book Entry Interest, the Principal Paying Agent or applicable Paying Agent must receive a written order directing the Depositary, as applicable, to credit the account of the transferee in an amount equal to the Book Entry Interest to be transferred or exchanged.

Upon satisfaction of all of the requirements for transfer or exchange of Book Entry Interests in Global Notes contained in this Indenture, the Principal Paying Agent or applicable Paying Agent or the applicable Registrar, as specified in this Section 2.6, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary, as applicable, to reflect such increase or decrease in its systems.

(d) Transfer of Definitive Notes. Any Holder of an Definitive Note may transfer such Note to a Person who takes delivery thereof in the form of Definitive Notes if the transfer complies with Section 2.6(c) (General Provisions Applicable to Transfers and Exchanges of the Notes).

(e) Legends.

(i) The following legend shall appear on the face of all Notes issued under this Indenture, unless the Issuer determines otherwise in compliance with applicable law:

“THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933.

THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING

OF SECTION 7701 (A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL WITHHOLDING TAX OR U.S. FEDERAL BACKUP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.”

(ii) Global Note Legend. Each Global Dollar Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (i) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(b) OF THE INDENTURE; AND (ii) THIS GLOBAL NOTE MAY BE DELIVERED IN ACCORDANCE WITH SECTIONS 2.6(b) AND 2.6(f) OF THE INDENTURE TO THE U.S. REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.”

(f) Cancellation. At such time as all Book Entry Interests have been exchanged for Definitive Notes or all Global Notes have been redeemed or repurchased, the Global Notes shall be returned to the Registrar for cancellation in accordance with Section 2.11 (Cancellation) hereof.

(g) General Provisions Relating to Registration of Transfers and Exchanges. To permit registration of transfers and exchanges, the Issuer shall execute and the Authentication Agent shall authenticate Global Notes and Definitive Notes upon the Issuer’s order in accordance with the provisions of Section 2.2 (Execution and Authentication) hereof.

(i) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any taxes, duties or governmental charge payable in connection therewith (other than any such taxes, duties or governmental charge payable upon exchange or transfer pursuant to Sections 2.10 (Temporary Notes), 4.12 (Asset Sales), 4.16 (Change of Control) and 9.3 (Notation on or Exchange of Notes) hereof).

(ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer and the Guarantors, evidencing the same debt and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(iii) The Issuer shall not be required to register the transfer of or, to exchange, Definitive Notes during (A) a period beginning at the opening of business 15 calendar days before any Redemption Date and ending at the close of business on the Redemption Date; (B) a period beginning at the opening of 15 calendar days immediately prior to the date fixed for selection of Notes to be redeemed in part, and ending at the close of business on the date on

which such Notes are selected; or (C) which the holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

As soon as practicable after delivering any Global Note or Definitive Note, the Registrar shall supply to the Trustee and the Agents all relevant details of the Notes delivered.

Section 2.7 Replacement Notes. If a mutilated Definitive Note is surrendered to a Registrar, if a mutilated Global Note is surrendered to the Issuer or if a Holder claims that a Note has been lost, destroyed or wrongfully taken, the Issuer shall (at its own expense) issue and the Trustee or the Authenticating Agent shall authenticate a replacement Note in such form as the Note being replaced if the requirements of the Trustee, the Registrar, the Issuer and the Guarantors are met. If required by the Trustee, the Registrar, the Issuer or the Guarantors, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of the Issuer, the Guarantors, the relevant Registrar and the Trustee, to protect the Issuer, the Guarantors, the Trustee and the relevant Registrar and any Agent from any loss, fee, expense or liability which any of them may suffer when such Note is replaced and evidence to their reasonable satisfaction of apparent loss, destruction or theft of such Note may be required by the Issuer, the Trustee or any such Agent. The Issuer, the Trustee and the Registrar may charge such Holder of the Notes for their out-of-pocket expenses in replacing a Note, including properly incurred fees and expenses of counsel and any applicable Taxes thereon. Every replacement Note is an additional obligation of the Issuer. If any mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer may, in its sole discretion, instead of issuing a replacement Note, pay such Note. If after delivery of any such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer, the Trustee or any Agent shall be entitled to recover such new Note from the person to whom it was delivered or any transferee thereof, except a bona fide purchaser, and shall be entitled to recover upon any security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee or any Agent in connection therewith. The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost, stolen or taken Notes.

Section 2.8 Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or the Authenticating Agent except those canceled by it, those delivered to it for cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.8 as not outstanding. Subject to Section 2.9 (Acts by Holders), a Note does not cease to be outstanding because the Issuer or any of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.7 (Replacement Notes) (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.7 (Replacement Notes).

If the principal amount of any Note is considered paid under Section 4.1 (Payment of Notes) hereof, it ceases to be outstanding and interest on it ceases to accrue.

If on a Redemption Date or the Maturity Date the Paying Agents hold cash in U.S. dollars sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date, such Notes cease to be outstanding and interest on such Notes cease to accrue.

Section 2.9 Acts by Holders. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, the Notes owned by the Issuer, any Guarantor or by any Affiliate of the Parent, shall be disregarded and deemed not to be outstanding, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Trust Officer knows (as provided in Section 7.2 (Rights of Trustee and Agents)) are so owned shall be disregarded.

The Issuer shall notify the Trustee, in writing, when the Issuer, the Parent or any Subsidiary of the Parent repurchases or otherwise acquires Notes of the aggregate principal amount of such Notes so repurchased or otherwise acquired. The Trustee may require an Officers’ Certificate, which shall be promptly provided, listing Notes owned by the Issuer, the Parent or any Subsidiary of the Parent.

Section 2.10 Temporary Notes. In the event that Definitive Notes become issuable under this Indenture, until permanent Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee or the relevant Authenticating Agent shall authenticate temporary Definitive Notes upon receipt of an Issuer Order pursuant to Section 2.2 (Execution and Authentication). The Issuer Order shall specify the amount of temporary Definitive Notes to be authenticated and the date on which the temporary Definitive Notes are to be authenticated. Temporary Definitive Notes shall be substantially in the form of permanent Definitive Notes but may have variations that the Issuer considers appropriate for temporary Definitive Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee or the relevant Authenticating Agent shall authenticate, upon receipt of an Issuer Order pursuant to Section 2.2 (Execution and Authentication), permanent Definitive Notes in exchange for temporary Definitive Notes.

Section 2.11 Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The relevant Registrar or the Paying Agent, as the case may be, shall promptly forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrars or the Paying Agents, and no one else, shall cancel and, at the written direction of the Issuer, shall dispose of (subject to the record retention requirements of the Exchange Act) all Notes surrendered for transfer, exchange, payment or cancellation, in accordance with its current standards; provided, that the Issuer shall not require the Trustee to destroy cancelled Notes. Upon completion of any disposal, the Trustee shall (at the Issuer’s expense) upon written request deliver a certificate of such disposal to the Issuer, unless the Issuer directs the Trustee in writing to deliver (at the Issuer’s expense) the cancelled Notes to the Issuer, and, upon written request of the Paying Agent, the Trustee shall (at the Issuer’s expense) confirm such cancellation of Notes. Subject to Section 2.6 (Transfer and Exchange), the Issuer may not issue new Notes to replace Notes that it has redeemed, paid or delivered to the Trustee for

cancellation. If the Issuer shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the applicable Registrar or the applicable Paying Agent, as the case may be, for cancellation pursuant to this Section 2.11.

Section 2.12 Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest at the rate specified in paragraph (b) of Section 4.1 (Payment of Notes), to the Holder thereof on a subsequent special record date, which date shall be the fifteenth day next preceding the date fixed by the Issuer for the payment of defaulted interest (or the next succeeding Business Day if such day is not a Business Day). The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee. The Issuer shall notify the Trustee and Paying Agents in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment (a “Default Interest Payment Date”), and at the same time the Issuer shall deposit with the Trustee or the Paying Agents an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee or the Paying Agents for such deposit prior to the date of the proposed payment, such money when deposited to be held for the benefit of the Persons entitled to such defaulted interest as in this Section 2.12; provided, however, that in no event shall the Issuer deposit monies proposed to be paid in respect of defaulted interest later than 10:00 a.m. New York City time on the Business Day prior to the proposed Default Interest Payment Date with respect to defaulted interest to be paid on the Note. At least 15 days before the subsequent special record date, the Issuer shall mail to each Holder at its registered address, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.

Section 2.13 CUSIPs, ISINs and Common Codes. The Issuer in issuing the Notes may use a “CUSIP”, an “ISIN” or “Common Code”, and if so, they shall be used in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made by the Trustee, any of the Agents or the Issuer as to the correctness or accuracy of the CUSIP, ISIN and/or Common Code printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee of any change in any CUSIP, ISIN or Common Code.

Section 2.14 Deposit of Moneys. Prior to 10:00 a.m. New York City time, on the Business Day immediately preceding each interest payment date, Maturity Date or any other payment date, the Issuer shall have deposited with the Trustee or its designated Paying Agent (which shall be the Principal Paying Agent unless otherwise notified to the Issuer by the Trustee) in immediately available funds, U.S. dollars, without deduction and sufficient to make cash payments, if any, due on such interest payment date, Maturity Date or any other payment date, as the case may be, on all Notes then outstanding. Subject to actual receipt of the full amount of such funds as provided by this Section 2.14 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture. The Issuer shall no later than 10:00 a.m. (New York City time) on the second Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it

confirms via email, fax or tested SWIFT MT100 message to the Paying Agent the payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of the Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment. Without prejudice to the above, if a Paying Agent makes any payment prior to the receipt of funds, the Issuer shall reimburse such Paying Agent, plus any interest. The relevant Paying Agent shall pay the Issuer any excess cash remaining on deposit after all payments have been made with respect to a given interest payment date or Maturity Date.

Section 2.15 Certain Matters Relating to Global Notes. Members of, or direct or indirect participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or the Trustee as its custodian, or under the Global Notes, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary, as between the Depositary, the operation of customary practices governing the exercise of the rights of any Holder.

The Holder of an interest in any Global Note may grant proxies and otherwise authorize any person, including DTC and its Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder of such interest in a Global Note is entitled to take under this Indenture or the Notes.

ARTICLE III

REDEMPTION

Section 3.1 Redemption. The Notes may be redeemed, as a whole or from time to time in part, upon the terms and at the Redemption Prices set forth in each of the Notes. Any redemption pursuant to this Section 3.1 shall be made pursuant to the provisions of this Article III.

Section 3.2 Notices to Trustee. If the Issuer elects to redeem Notes pursuant to Paragraph 7 (Optional Redemption) of such Notes, it shall notify the Trustee and the Principal Paying Agent in writing of the Redemption Date and the principal amount of Notes to be redeemed at least 30 days but not more than 60 days before the Redemption Date (or such shorter period as the Trustee in its sole discretion shall determine). The Issuer shall give notice of redemption as required under the relevant paragraph of the Notes pursuant to which such Notes are being redeemed.

Section 3.3 Selection of Notes to Be Redeemed. If fewer than all of the Notes are to be redeemed at any time, the Trustee or a Registrar (as applicable) shall select Notes for redemption on a pro rata basis or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, and as required by law or mandatory requirements, rules or regulations of the relevant Clearing Systems including by pool factor; provided, however, that no Notes of

$200,000 in aggregate principal amount or less shall be redeemed in part, provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $1,000, in the case of the Notes. Neither the Trustee nor the applicable Registrar (as applicable) shall be liable for selections made by it pursuant to this Section 3.3.

Section 3.4 Notice of Redemption. If the Notes, or any portion thereof, are listed on the Irish Stock Exchange, the Issuer shall provide notice of any redemption to the Irish Stock Exchange and confirm the aggregate principal amount of the Notes, if any, that will remain outstanding following such redemption. Other than as provided in the paragraph below, at least 30 days but not more than 60 days before a Redemption Date so long as the Notes are in global form, the Issuer (a) shall notify the Trustee and Paying Agents at least five (5) Business Days (or such shorter period as allowed by the Trustee) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.4 but not more than 60 days before a Redemption Date and (b) shall notify the Holders in accordance with Section 12.1(b) (Notices). At the Issuer’s request made at least 35 days before the Redemption Date (or such shorter period as the Trustee in its sole discretion shall determine), the Principal Paying Agent shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer shall deliver to the Trustee (in advance) an Officers’ Certificate requesting that the Trustee give such notice and setting forth in full the information to be stated in such notice as provided in the following items.

Each notice of redemption shall identify the Notes to be redeemed and shall state:

(a) the Redemption Date and the record date;

(b) the Redemption Prices and the amount of accrued and unpaid interest, if any, to be paid (subject to the right of holders of record of Definitive Notes on the relevant Record Date to receive interest due on the relevant interest payment date);

(d) that Notes called for redemption must be surrendered to a Paying Agent to collect the Redemption Price plus accrued and unpaid interest, if any;

(e) that, unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed;

(f) (i) if any Global Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, on and after the Redemption Date, interest shall cease to accrue on the portion called for redemption, and upon surrender of such Global Note, the Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unredeemed portion, will be returned and (ii) if any Definitive Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that, after the Redemption Date, upon surrender of such Definitive Note, a new Definitive Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof, upon cancellation of the original Note;

(g) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;

(h) the paragraph of the terms of the Notes pursuant to which the Notes are being redeemed; and

(i) the CUSIP, ISIN or Common Code number, and that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such notice or printed on the Notes being redeemed.

Section 3.5 Effect of Notice of Redemption. Once notice of redemption is given in accordance with Section 3.4 (Notice of Redemption), Notes called for redemption become irrevocably due and payable on the Redemption Date and at the Redemption Price plus accrued and unpaid interest, if any. Upon surrender to the applicable Registrar or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued and unpaid interest thereon, if any, to the Redemption Date) but (in the case of Definitive Notes) installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to holders of record at the close of business on the relevant Record Dates.

Section 3.6 Deposit of Redemption Price. Prior to 10:00 a.m. New York time, on the Business Day immediately preceding the Redemption Date, the Issuer shall deposit with the Trustee or its designated Paying Agent (which shall be the Principal Paying Agent unless otherwise notified to the Issuer by the Trustee) cash in U.S. dollars sufficient to pay the Redemption Price plus accrued and unpaid interest, if any, on all Notes to be redeemed on that date. The relevant Paying Agent (including the Principal Paying Agent) shall promptly return to the Issuer any cash in U.S. dollars so deposited which is not required for that purpose upon the written request of the Issuer.

If the Issuer complies with the preceding paragraph, then, unless the Issuer defaults in the payment of such Redemption Price plus accrued and unpaid interest, if any, then interest on the Notes or portions of Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment. With respect to Definitive Notes, if a Definitive Note is redeemed on or after an interest Record Date but on or prior to the related interest payment date, then any accrued and unpaid interest, shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.1 (Payment of Notes).

Section 3.7 Notes Redeemed in Part. Upon surrender and cancellation of a Definitive Note that is redeemed in part, the Issuer shall execute and upon receipt of an Issuer Order the Trustee or an Authenticating Agent shall authenticate for the Holder of the Notes (at the Issuer’s expense) a new Definitive Note equal in principal amount to the unredeemed portion of the

Definitive Note surrendered and canceled; provided, however, that each such Definitive Note shall be in a principal amount at maturity of $2,000 and any integral multiple of $1,000 in excess thereof. Upon surrender of a Definitive Note that is redeemed in part, the relevant Paying Agent shall promptly forward such Global Note to the Trustee who shall make a notation on Schedule A thereof to reduce the principal amount of such Definitive Note to an amount equal to the unredeemed portion of the Definitive Note surrendered; provided, however, that each such Definitive Note shall be in a principal amount at maturity of $2,000 multiple and any integral multiple of $1,000 in excess thereof.

Section 3.8 Mandatory Redemption. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE IV

COVENANTS

Section 4.1 Payment of Notes. (a) The Issuer shall pay the principal, premium, if any, and interest on the Notes in the manner provided in such Notes and this Indenture. An installment of principal of or interest on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (including the Principal Paying Agent) holds prior to 10:00 a.m. New York City time on the Business Day immediately preceding each interest payment date, the Maturity Date or other payment date money deposited by the Issuer in immediately available, freely transferable, cleared funds and designated for, and sufficient to pay the installment in full and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture.

(b) The Issuer shall pay, to the extent such payments are lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by the Notes plus 1.0% per annum. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Section 4.2 Maintenance of Office or Agency. (a) The Issuer shall maintain an office or agency (which office may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-Registrar) required under Section 2.3 (Paying Agent, Registrar and Transfer Agent) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.1(a) (Notices). The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in London, England for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the

location of any such other office or agency. The Issuer hereby initially designates the office of [ ], as its office or agency at [ ] as required under Section 2.3 (Paying Agent, Registrar and Transfer Agent) hereof. The Issuer has appointed [ ].

Section 4.3 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur”), with respect to any Indebtedness (including Acquired Debt), and the Parent shall not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that, the Parent, any Guarantor or solely with respect to Additional Notes (or debt securities substantially similar to the Notes, other than with respect to interest, maturity and redemption provisions), the Issuer may incur Indebtedness (including Acquired Debt), and the Parent may issue Disqualified Stock if the Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters for which publicly available financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-fiscal quarter period.

(b) Section 4.3(a) shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(i) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness under or in the form of Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed the greater of (x) the sum of (a) $100 million and (b) the aggregate amount of Indebtedness outstanding under any Credit Facilities in existence on the Issue Date, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Parent or any of its Restricted Subsidiaries since the Issue Date to repay any Indebtedness incurred under any Credit Facilities and effect a corresponding commitment reduction pursuant to Section 4.12 (Assets Sales) and (y) the Borrowing Base of the Parent and its Restricted Subsidiaries on a consolidated basis; provided that the total Indebtedness incurred under this clause (1) by Restricted Subsidiaries that on the date of such incurrence are not Guarantors shall not exceed $50.0 million at any time;

(ii) Existing Indebtedness (other than Indebtedness described in clauses (1) and (3) of this Section 4.3(b));

(iii) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the related Guarantees to be issued on the Issue Date (for the avoidance of doubt, no Additional Notes may be issued in reliance on this clause (3));

(iv) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, lease, repair or improvement of property, plant or equipment used in the business of the Parent or any of its Restricted Subsidiaries, whether through the direct ownership, lease or purchase of assets or the purchase or ownership of ordinary shares of any Person owning such assets (including any Indebtedness deemed to be incurred in connection with such purchase) in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding;

(v) the incurrence by the Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than Indebtedness between or among the Parent and a Restricted Subsidiary (provided that the Intercompany Loan may be refunded or refinanced to the extent required in connection with any permitted refinancing of the Notes)) that was permitted by this Indenture to be incurred under Section 4.3(a) or clauses (2), (3), (5) or (6);

(vi) Indebtedness of a Person incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary of the Parent or any of its Restricted Subsidiaries or is merged, consolidated, amalgamated or otherwise combined with, or all or substantially all of its assets are transferred to, the Parent or any of its Restricted Subsidiaries (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of or was otherwise acquired by the Parent or a Restricted Subsidiary of the Parent); provided, however, that either (a) the aggregate principal amount (or accreted value, as applicable) of such Indebtedness, when taken together with all other Indebtedness of the Parent and any Restricted Subsidiaries incurred pursuant to clause (a) of this proviso to clause (6) and outstanding on the date of such incurrence, does not exceed $50.0 million or (b) on the date that such Person is acquired by the Parent or a Restricted Subsidiary or merged, consolidated, amalgamated or otherwise combined with the Parent or any of its Restricted Subsidiaries, the Parent would have been able to incur $1.00 of additional Indebtedness pursuant to Section 4.3(a) after giving effect to the incurrence of such Indebtedness pursuant to this clause (6) or the Fixed Charge Coverage Ratio improves;

(vii) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness between or among the Parent and any of its Restricted Subsidiaries; provided, however, that:

(1) if any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Guarantee, in the case of a Guarantor; and

(2) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary of the Parent and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent or a Restricted Subsidiary of the Parent, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(viii) the issuance by any of the Parent’s Restricted Subsidiaries to the Parent or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(1) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent or a Restricted Subsidiary of the Parent; and

(2) any sale or other transfer of any such preferred stock to a Person that is not either the Parent or a Restricted Subsidiary of the Parent,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

(ix) the incurrence by the Parent or any of its Restricted Subsidiaries of Hedging Obligations that are not entered into for speculative purposes;

(x) any guarantee of the Notes or of Indebtedness permitted to be incurred under this Indenture;

(xi) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion guarantees and warranties and surety bonds in the ordinary course of business (including guarantees or indemnities related thereto);

(xii) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other

financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(xiii) Indebtedness of the Parent or any of its Restricted Subsidiaries consisting of advance or extended payment terms in the ordinary course of business;

(xiv) Indebtedness of the Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to bank or insurance company bonds or guarantees and VAT guarantees issued in the ordinary course of business; provided, however, that, upon valid demand being made under such reimbursement obligations, such demands are satisfied within 90 days of the date of such demand;

(xv) Indebtedness of the Parent or any of its Restricted Subsidiaries owed on a short-term basis to banks or other financial institutions incurred in the ordinary course of business of the Parent and its Restricted Subsidiaries maintained with such banks or financial institutions and which arises in connection with ordinary banking arrangements to manage cash balances of the Parent and its Restricted Subsidiaries;

(xvi) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(xvii) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Parent or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, other than guarantees of Indebtedness of the Restricted Subsidiary disposed of, or incurred or assumed by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; provided that the maximum liability of the Parent and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value) actually received by the Parent and its Restricted Subsidiaries in connection with such disposition;

(xviii) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xix) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness not otherwise permitted to have been incurred under

this Indenture in an aggregate principal amount (or accreted value, as applicable) which, when taken together with all other Indebtedness of the Parent and any Restricted Subsidiaries incurred pursuant to this clause (xix) and outstanding on the date of such incurrence, does not exceed $50.0 million at any time outstanding.

The Parent shall not incur, and shall not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Parent or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Guarantee; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Parent solely by virtue of being unsecured or by virtue of being secured on a junior or second Lien basis or by virtue of not being Guaranteed.

For purposes of determining compliance with this Section 4.3, in the event that an item or portion of an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xix) above, or is entitled to be incurred pursuant to Section 4.3(a), the Issuer, the Parent and any Restricted Subsidiary of the Parent shall be permitted to classify such item or portion of an item of Indebtedness on the date of its incurrence, and later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.3, except that all Indebtedness outstanding on the Issue Date under any Credit Facilities shall be deemed initially incurred under clause (1) of Section 4.3(b). The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.3. For the avoidance of doubt, any Indebtedness permitted to be incurred pursuant to this Section 4.3 may also include (without double-counting) any “parallel debt” or similar obligations created in respect thereto.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a non-U.S. dollar currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; provided further, that if and for so long as any such Indebtedness is subject to an agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates with respect to the currency in which such Indebtedness is denominated covering principal and interest on such indebtedness, the amount of such Indebtedness, will be deemed to be the amount of the principal payment required to be made under such agreement or arrangement determined in U.S. dollars in accordance with the

first clause of this sentence. Notwithstanding any other provision of this Section 4.3, the maximum amount of Indebtedness that the Parent and its Restricted Subsidiaries may incur pursuant to this Section 4.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

The amount of any Indebtedness outstanding as of any date shall be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(ii) the principal amount of the Indebtedness, in the case of any other Indebtedness;

(iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(1) the Fair Market Value of such assets at the date of determination; and

(2) the amount of the Indebtedness of the other Person;

(iv) the greater of the liquidation preference or the maximum fixed redemption or repurchase price of the Disqualified Shares, in the case of Disqualified Shares; and

(v) the Attributable Debt related thereto, in the case of any lease that is part of a sale and leaseback transaction.

In each case above, Indebtedness permitted to be incurred also is permitted to include any “parallel debt” or similar obligations created in respect thereof.

Section 4.4 Limitation on Restricted Payments. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger, consolidation, amalgamation or other business combination involving the Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Parent and other than dividends or distributions payable to the Parent or a Restricted Subsidiary of the Parent);

(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger, consolidation, amalgamation or other business combination involving the Parent) any Equity Interests of the Parent or any direct or indirect parent of the Parent, in each case held by Persons other than the Parent or a Restricted Subsidiary;

(iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes, any Guarantee or the Intercompany Loans (excluding any Indebtedness between or among the Parent and any of its Restricted Subsidiaries), except a payment, purchase, redemption, defeasance, or other acquisition or retirement of interest or principal no more than 90 days prior to the original Stated Maturity thereof or the scheduled payment date of any sinking fund payment in respect therefor; or

(iv) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to any such Restricted Payment:

(1) no Default or Event of Default has occurred and will be continuing or would occur as a consequence of such Restricted Payment;

(ii) the Parent would after giving pro forma effect to such Restricted Payment as if such Restricted Payment had been made at the beginning of the applicable four-fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.3(a) (Incurrence of Indebtedness and Issuance of Preferred Stock); and

(iii) the aggregate amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (8), (9), (10), (11), and (12) of Section 4.4(b)), is less than the sum, without duplication, of:

(1) 50% of the Consolidated Net Income of the Parent for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing prior to the Issue Date to the end of the Parent’s most recently ended fiscal quarter for which publicly available financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(2) 100% of the aggregate net cash proceeds received by the Parent since the Issue Date (i) as a contribution to its common equity capital, (ii) from the issue or sale of Equity Interests of the Parent (other than Disqualified Stock) or (iii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Parent that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Parent or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or guaranteed by the Parent or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Parent upon such conversion or exchange, and increased, without duplication, by the amount of such cash or property received by the Parent or a Restricted Subsidiary upon such conversion or exchange); plus

(3) the amount equal to the net reduction in Restricted Investments made by the Parent or any of its Restricted Subsidiaries in any Person after the Issue Date resulting from:

(A) repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Parent or any Restricted Subsidiary not to exceed, in the case of any Person, the amount of Restricted Investments previously made by the Parent or any Restricted Subsidiary in such Person; or

(B) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Parent or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount in each case under this clause (c) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this clause (c) to the extent it is already included in Consolidated Net Income; plus

(4) 100% of any cash dividends received by the Parent or a Restricted Subsidiary of the Parent after the Issue Date from an Unrestricted Subsidiary of the Parent, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Parent for such period.

(b) The provisions of Section 4.4(a) shall not prohibit:

(i) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(ii) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Parent) of, Equity Interests of the Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(iii) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Parent or any Guarantor that is contractually subordinated to the Notes or any Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(iv) the payment of any dividend (or, in the case of any partnership, limited liability company or other Person, any similar payment) by a Restricted Subsidiary of the Parent to the holders of its Equity Interests on a pro rata basis;

(v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary of the Parent held by any current or former officer, director or employee of the Parent or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, equity incentive plan, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $3.0 million in any twelve-month period from the Issue Date (with any unused amounts in any preceding 12-month period being carried over to the succeeding 12-month period);

(vi) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants, or convertible or exchangeable securities to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants, or convertible or exchangeable securities;

(vii) so long as no Event of Default has occurred and is continuing or would be caused thereby, the payment of any dividend on common stock of the Parent and any share buybacks by the Parent in an aggregate amount of up to $60.0 million;

(viii) the repurchase, redemption or other acquisition for value of Capital Stock of the Parent or any Restricted Subsidiary of the Parent representing fractional shares of such Capital Stock in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Parent or such Restricted Subsidiary, in each case, permitted under this Indenture;

(ix) cash payments in lieu of the issuance of fractional shares in connection with stock dividends, splits or combinations, the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Parent;

(x) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Parent or any Guarantor which is contractually subordinated to the Notes or Guarantees (i) to the extent that the purchase price is not greater than 101% of the principal amount of such Indebtedness in the event of a Change of Control (plus accrued and unpaid interest thereon) or (ii) to the extent that the purchase price is not greater than 100% of the principal amount thereof in accordance with provisions similar to those provided in Section 4.12 (Asset Sales), in each case to the extent required by any agreement or instrument pursuant to which such contractually subordinated Indebtedness was issued; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, a Change of Control Offer or Asset Sale Offer, as applicable, as provided in such covenant with respect to the Notes has been made and the repurchase or redemption of all Notes validly tendered for payment and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be, has been completed;

(xi) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Equity Interests of the Parent pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition , cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this Section 4.4 (all as determined in good faith by the Board of Directors) and, provided further, that the aggregate price paid for all such purchased, redeemed, acquired, cancelled or retired rights shall not exceed $2.0 million in the aggregate; and

(xii) so long as no Event of Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $40.0 million since the Issue Date.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted

Payment (other than cash). If the Fair Market Value exceeds $40.0 million, any determination thereof must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of international standing.

Section 4.5 Corporate Existence. Except as otherwise permitted by Article V (Successor Company) hereof, the Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability or other existence of each of the Parent’s Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of each such Person; provided that the Parent shall not be required to preserve the corporate, partnership, limited liability or other existence of any of its Restricted Subsidiaries, if the Board of Directors or a senior executive officer of the Parent shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent and its Restricted Subsidiaries, taken as a whole.

Section 4.6 Payment of Taxes and Other Claims. The Parent shall pay or discharge or cause to be paid or discharged, and shall cause each of its Restricted Subsidiaries to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied or imposed upon it or any of its Restricted Subsidiaries or upon the income, profits or property of it or any of its Restricted Subsidiaries; provided, however, that the Parent shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Section 4.7 Maintenance of Properties and Insurance. The Parent shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries useful and necessary to the conduct of its business or the business of any of its Restricted Subsidiaries to be improved or maintained and kept in normal condition, repair and working order and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.7 shall prevent the Parent or any of its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, as determined by the Parent, the Restricted Subsidiary concerned or an Officer (or other agent employed by the Parent or of any of its Subsidiaries) of the Parent or any of its Restricted Subsidiaries having managerial responsibility for any such property, desirable or appropriate in the conduct of the business of the Parent or any of its Restricted Subsidiaries.

Section 4.8 Compliance with Laws. The Parent shall comply, and shall cause each of its Subsidiaries to comply, with all applicable statutes, rules, regulations, orders of the relevant jurisdiction in which they are incorporated or organized and/or in which they carry on business, all political subdivisions thereof, and of any relevant governmental regulatory authority, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition or results of operations of the Parent and its Subsidiaries taken as a whole.

Section 4.9 Limitation on Liens. The Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Parent or any of its Restricted Subsidiaries constituting Collateral, whether owned on the Issue Date or acquired after the Issue Date other than Permitted Collateral Liens.

The Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens (other than Permitted Liens) of any kind against or upon any property or assets of the Parent or any of its Restricted Subsidiaries not constituting Collateral, whether owned on the Issue Date or acquired after the Issue Date securing Indebtedness unless contemporaneously with the incurrence of such Liens provision is made to secure the Indebtedness due under the Notes (including any Additional Notes) or, in respect of Liens on any Guarantor’s property or assets, any Guarantee of such Guarantor, equally and ratably with the Indebtedness secured by such Lien for so long as such Indebtedness is so secured.

Any such Lien in favor of the Trustee and the Holders of the Notes will be automatically and unconditionally released and discharged concurrently with (i) the release of the Lien which gave rise to the Lien in favor of the Trustee and the Holders of the Notes (other than as a consequence of an enforcement action with respect to the assets subject to such Lien), (ii) upon the full and final payment of all amounts payable by the Issuer and the Guarantors under the Notes, this Indenture and the Guarantees or (iii) upon legal defeasance or satisfaction and discharge of the Notes as provided in Section 8.2 (Legal Defeasance and Discharge) and Section 8.5 (Satisfaction and Discharge of the Indenture).

Section 4.10 Waiver of Stay; Extension or Usury Laws. Each of the Issuer and the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Issuer and/or any Guarantor, as the case may be, from paying all or any portion of the principal of and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture, and (to the extent that it may lawfully do so) each of the Issuer and/or any Guarantor hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.11 Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(i) pay dividends or make any other distributions on its Capital Stock to the Parent or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Parent or any of its Restricted Subsidiaries;

(ii) make loans or advances to the Parent or any of its Restricted Subsidiaries; or

(iii) sell, lease or transfer any of its properties or assets to the Parent or any of its Restricted Subsidiaries,

provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.

(b) The provisions of Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(i) agreements and instruments as in effect on the Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments with, as applicable, the same or different counterparties; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

(ii) this Indenture, the Notes (including any Additional Notes), the Guarantees and the Security Documents;

(iii) any applicable law, rule, regulation or order;

(iv) any instrument or agreement of or relating to a Person or property or asset acquired by the Parent or any of its Restricted Subsidiaries in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and its Subsidiaries; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred and was not incurred in connection with or in contemplation of such acquisition;

(v) customary non-assignment provisions in contracts, leases, and licenses and similar contracts entered into in the ordinary course of business;

(vi) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.11(a);

(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(viii) solely with respect to clause (3) of Section 4.11(a), Liens permitted to be incurred under Section 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens;

(ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;

(xii) (x) any agreement or instrument relating to (a) Indebtedness of the Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;

(xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, any Guarantee or the Security Documents; and

(xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such restriction apply only to such Restricted Subsidiary, and provided further that the exception provided by this clause (14) shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time such Restricted Subsidiary became a Restricted Subsidiary.

Section 4.12 Asset Sales. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(i) the Parent (or a Restricted Subsidiary) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash:

(1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities;

(2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion;

(3) Capital Stock or assets of the type referred to in Section 4.12(b)(ii) and (v); and

(4) Any Designated Non-Cash Consideration received by the Parent or its Restricted Subsidiaries in such Asset Sales having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.12(a)(d) that is at the time outstanding not to exceed $15 million (with Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent (or a Restricted Subsidiary) may apply such Net Proceeds:

(i) to the extent the Parent or any Restricted Subsidiary, as the case may be, elects (or is required by the terms thereof) to prepay, repay, redeem or purchase (x) Indebtedness under Credit Facilities of a Restricted Subsidiary that is not a Guarantor (in each case, other than Indebtedness owed to the Parent or any Restricted Subsidiary), or (y) Indebtedness of a Guarantor that is secured by property or assets that do not secure the Notes provided that in connection with any prepayment, repayment, redemption or purchase of Indebtedness pursuant to this clause (1) the Parent or such Restricted Subsidiary shall retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased;

(ii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or becomes a Restricted Subsidiary of the Parent;

(iii) redeem or purchase Notes or to repurchase, prepay, redeem or repay any Indebtedness secured by Collateral that has been incurred under clause (1) of the definition of “Permitted Debt”, provided, that the Parent (or the applicable Restricted Subsidiary) shall make an offer to all Holders on a pro rata basis to purchase their Notes in accordance with the provisions set forth below for an Asset Sale Offer;

(iv) to make a capital expenditure; or

(v) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

(c) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.12 shall constitute “Excess Proceeds” on the 366th day after consummation of the Asset Sale. When the aggregate amount of Excess Proceeds exceeds $30.0 million, within 10 days thereof, the Issuer and the Parent shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, to the extent the Issuer and the Parent elect, to all holders of other Indebtedness that ranks pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer

price in any Asset Sale Offer in respect of the Notes will be equal to and, in the case of pari passu Indebtedness the offer price will be no more than, 100% of the principal amount of the Notes or pari passu Indebtedness plus accrued and unpaid interest to the date of purchase, and shall be payable in cash in accordance with the procedures set out in this Indenture or the agreements governing the pari passu Indebtedness, as applicable, in minimum denominations of $2,000 principal amount and in integral multiples of $1,000 in excess thereof. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. To the extent payments are made to the Holders by the Parent or any other Guarantor in respect of any Asset Sale Offer, the amount of the Intercompany Loans may be correspondingly reduced in accordance with their terms and may be deemed proportionally repaid by the obligors thereon to the Issuer to the extent of such reduction.

(e) The Asset Sale Offer, insofar as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”) the Issuer or the Parent shall purchase the principal amount of Notes and to the extent the Issuer or the Parent elects, pari passu Indebtedness, required to be purchased by it pursuant to this Section 4.12, or if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and pari passu Indebtedness validly tendered in response to the Asset Sale Offer.

(f) To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, compliance by the Issuer and the Parent with the applicable securities laws and regulations shall not be deemed to be in breach of their obligations under the Asset Sale provisions of this Indenture.

Section 4.13 Limitation on Transactions with Affiliates. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent (each, an “Affiliate Transaction”) having a value greater than $2.5 million, unless:

(i) the Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that reasonably could be obtained at the time of such transaction in arm’s-length dealings in a comparable transaction with a Person that is not an Affiliate; and

(ii) (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a majority of the members of the Board of Directors of the Parent who are disinterested with respect to such Affiliate Transaction have approved

such Affiliate Transaction and have determined in good faith that such Affiliate Transaction complies with criteria set forth in clause (i) of this Section 4.13(a); and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, the Parent shall have received an opinion as to the fairness to the Parent and its Restricted Subsidiaries of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate issued by an accounting, appraisal or investment banking firm of international standing.

(b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.13(a):

(i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business and compensation (including bonuses and equity compensation) paid to and other benefits (including retirement, health and other benefit plans) and indemnification arrangements provided on behalf of directors, officers and employees of the Parent or any Restricted Subsidiary;

(ii) transactions between or among or primarily for the benefit of the Parent and/or its Restricted Subsidiaries;

(iii) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because the Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Equity Interests of the Parent, restricted share plans, long-term incentive plans, share appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees approved by the Board of Directors;

(v) Guarantees issued by the Parent or a Restricted Subsidiary in accordance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock);

(vi) the performance of obligations of the Parent or any Restricted Subsidiary under the terms of any agreement to which the Parent or any Restricted Subsidiary is a party on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date shall be permitted to the extent that its terms, taken as a whole, are not more materially disadvantageous to the Holders than the terms of the agreements in effect on the Issue Date;

(vii) any issuance of Equity Interests (other than Disqualified Stock) of the Parent to Affiliates of the Parent;

(viii) any Restricted Payment that does not violate the provisions of Section 4.4 (Limitation on Restricted Payments) of this Indenture or Permitted Investments;

(ix) loans or advances to employees in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding;

(x) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Parent and/or one or more Restricted Subsidiaries, on the one hand, and any other Person with which the Parent or such Restricted Subsidiaries are required or permitted to file a consolidated tax return or with which the Parent or such Restricted Subsidiaries are part of a consolidated group for tax purposes, on the other hand, provided that any payments by the Parent and the Restricted Subsidiaries required under such agreement are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(xi) transactions contemplated by supply, purchase or sale agreements with suppliers or purchasers or sellers of goods or services (other than the Parent or its Restricted Subsidiaries) in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are in the aggregate fair to the Parent or the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or senior management of the Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; and

(xii) the granting and performance of SEC registration rights for securities of the Parent.

Section 4.14 Reports. (a) Whether or not the Parent is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise is required to report on an annual basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Parent shall file with, or furnish to, the SEC and provide the Trustee with annual reports on Form 10-K, quarterly reports on Form 10-Q and

current reports on Form 8-K (or any successor form), in each case containing the information required to be contained therein, in accordance with the requirements for filing such reports prescribed by the SEC applicable to the Parent and as such requirements may be modified by the SEC from time to time. The requirement to provide any such report to the Trustee shall be deemed satisfied if such report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing).

(b) In addition to the foregoing, the Parent shall provide the Trustee, within 10 days after it files with, or furnishes to, the SEC copies of any other information, documents and reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which it is required to file with the SEC pursuant to Section 13 of 15(d) of the Exchange Act or is required to furnish to the SEC pursuant to this Indenture. The requirement to provide any such report to the Trustee shall be deemed satisfied if such report has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing).

(c) If the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.14(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the Notes and footnotes thereto, to the extent permitted by the rules and regulations of the SEC, and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent.

(d) The Parent, the Issuer and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the Trustee and to the Holders of Notes and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In addition, for so long as the Notes are listed on the Global Exchange Market of the Irish Stock Exchange and the rules of the exchange so require, all such reports will be available at the office of the Irish Paying Agent. The rules of the Irish Stock Exchange do not currently require an Irish Paying Agent.

Section 4.15 Limitation on Business Activities. The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than a Permitted Business, except to such extent as would not be material to the Parent and its Restricted Subsidiaries, taken as a whole.

Section 4.16 Change of Control. If a Change of Control occurs, the Issuer must offer to repurchase all the Notes pursuant to an offer on the terms set forth in this Indenture (“Change of Control Offer”). In the Change of Control Offer, the Issuer shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant

interest payment date. Within 30 days following any Change of Control, the Issuer and the Parent shall mail a notice to each Holder (with a copy to the Trustee and the related Paying Agent) describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, compliance by the Issuer and the Parent with the applicable securities laws and regulations shall not be deemed to be a breach of their obligations under the Change of Control provisions of this Indenture.

On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agents an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agents shall promptly pay (by wire transfer of immediately available funds, by mail or otherwise) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate, or cause an authentication agent appointed by it, to authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. To the extent payments are made to the Holders by the Parent or any other Guarantor in respect of the Change of Control Offer, the amount of the Intercompany Loans may be correspondingly reduced in accordance with their terms and may be deemed repaid proportionally by the obligors thereon to the Issuer to the extent of such reduction.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change

of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.1 (Redemption) unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control (and shall satisfy the Issuer’s obligation to make such an offer upon such Change of Control) if a definitive agreement is in place at the time of the making of the Change of Control Offer that would, upon consummation, result in a Change of Control, and such Change of Control Offer is otherwise made by the Issuer or such third party in compliance with the provisions of this Section 4.16.

Section 4.17 Withholding Tax Gross Up on Non-U.S. Guarantees. All payments made by any of the non-U.S. Guarantors with respect to any Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which any non-U.S. Guarantor (including any successor entity), is then incorporated, engaged in business or resident for tax purposes or any jurisdiction by or through which payment is made or any political subdivision thereof or therein (each, a “Tax Jurisdiction”), shall at any time be required to be made from, or any Taxes are imposed directly on any Holder or beneficial owner of the Notes on, any payments made by any of the non-U.S. Guarantors with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the relevant non-U.S. Guarantor shall pay such additional amounts as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder (including such additional amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding, deduction or imposition; provided, however, that no such additional amounts shall be payable with respect to:

(i) any Taxes that would not have been imposed but for the Holder or the beneficial owner of the Notes being a citizen or resident or national of, incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition, holding, ownership or disposition of such Note or enforcement or exercise of any rights thereunder or the receipt of payments in respect thereof or any other connection with respect to the Notes;

(ii) any Taxes that are imposed or withheld as a result of the failure of the Holder of the Notes or beneficial owner of the Notes to comply with any written request, made to that Holder or beneficial owner in writing at least 90 days before any such withholding or deduction would be payable, by any of the non-U.S. Guarantors (or their agents) to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirement, that is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of such Taxes;

(iii) any Note presented for payment (where Notes are in the form of Definitive Registered Notes and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to such additional amounts had the note been presented on the last day of such 30 day period);

(iv) any estate, inheritance, gift, sale, transfer, personal property or similar tax or assessment;

(v) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;

(vi) any Note presented for payment by or on behalf of a Holder of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a European Union Member State; or

(vii) any Taxes imposed under Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder or official governmental interpretations thereof (collectively, “FATCA”), to the extent that such Taxes would not have been imposed but for the failure by a Holder of Notes to (i) comply with applicable reporting and other requirements under FATCA and/or (ii) provide, upon reasonable demand by any Paying Agent, and at the time or times prescribed by applicable law, any form, document or certification required under FATCA, which, if provided, would establish that the payments are exempt from withholding under FATCA; or

(viii) any combination of clauses (i) through (vii) above.

Section 4.18 Payment of Non-Income Taxes and Similar Charges. The Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes or any Guarantee, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United States, United Kingdom or Luxembourg or any other jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes or any Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes.

Section 4.19 Compliance Certificate; Notice of Default. The Parent shall deliver to the Trustee within 120 days after the end of each fiscal year or at any time at the request of the Trustee, an Officers’ Certificate (the signer of which shall be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer) stating whether or not to the knowledge of such Officers, the Parent and its Restricted Subsidiaries have complied with all conditions and covenants under this Indenture that if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default, and, if an Event of Default has occurred during such period, specifying all such Events of Default and the nature thereof of which such Officer has knowledge. Upon becoming aware of, and as of such time that the Parent should reasonably have become aware of, a Default or an Event of Default, the Parent shall also deliver to the Trustee promptly and in any event within 14 days of the occurrence of such Default, written notice of such events that would constitute a Default or an Event of Default, as the case may be, their status and what action the Parent is taking or proposes to take in respect thereof. Notwithstanding anything in this Section 4.19, the Parent shall, at the Trustee’s request, furnish the Trustee with evidence, in such form as the Trustee may require, as to compliance with any condition thereto relating to any action required or permitted to be taken by the Parent under this Indenture.

Section 4.20 Merger, Consolidation or Sale of Assets. (a) Neither the Parent nor the Issuer may, directly or indirectly: (i) merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not the Parent or the Issuer (as applicable) is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Parent and its Restricted Subsidiaries taken as a whole or the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:

(i) either: (a) the Parent or the Issuer (as applicable) is the surviving Person; or (b) the Person formed by or surviving any such merger, consolidation, amalgamation or other business combination (if other than the Parent or the Issuer (as applicable)) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of any European Union Member State, Switzerland, Norway, Canada, the United States, any state of the United States or the District of Columbia;

(ii) the Person formed by or surviving any such merger, consolidation, amalgamation or other business combination (if other than the Parent or the Issuer (as applicable)) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer or the Parent (as applicable) under the Notes or the Parent’s Guarantee, respectively, this Indenture and the Security Documents pursuant to agreements reasonably satisfactory to the Trustee;

(iii) immediately after giving pro forma effect to such transaction, no Default or Event of Default exists and is continuing; and

(iv) the Parent, the Issuer (as applicable) or the Person formed by or surviving any such merger, consolidation, amalgamation or other business combination (if other than the Parent or the Issuer (as applicable)), or to which such sale, assignment, transfer, conveyance or other disposition has been made:

(1) (unless the transaction involves a merger with a corporation having no Indebtedness, material assets, material contractual obligations or material liabilities, in which the Parent survived), on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.3(a) (Incurrence of Indebtedness and Issuance of Preferred Stock) or (ii) the Fixed Charge Coverage Ratio Improves; and

(2) furnishes to the Trustee an Officers’ Certificate stating that the transaction complies with this Indenture.

In addition, neither the Parent nor the Issuer shall, directly or indirectly, lease all or substantially all of its properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

(b) A Guarantor (other than the Parent) shall not:

(i) directly or indirectly merge, consolidate, amalgamate or otherwise combine with or into another Person (whether or not such Guarantor is the surviving corporation); or

(ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or similar transaction), taken as a whole, in one or more related transactions, to another Person; unless

(1) immediately after giving pro forma effect to such transaction, no Default or Event of Default exist and is continuing; and

(2) either:

(A) if such entity remains (or its successor will remain) a Guarantor, (A) such Guarantor is the surviving Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) or to which such sale, assignment, transfer, conveyance or other distribution has been made if not a Guarantor assumes all the obligations of that Guarantor under this Indenture and its Guarantee pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto; or

(B) the merger, consolidation, amalgamation or other combination or sale or disposition of all or substantially all of its assets complies with Section 4.12 (Asset Sales).

(i) any Guarantor may merge, consolidate, amalgamate or otherwise combine with or into an Affiliate primarily for the purpose of reincorporating such Guarantor under the laws of any European Union Member State, Switzerland, Norway, Canada, Russia, Cyprus, Luxembourg, the United States, any state of the United States or the District of Columbia (except that the Parent may so reincorporate only in any state of the United States or any European Member Union State); and

(ii) a Restricted Subsidiary may merge, consolidate, amalgamate or otherwise combine with or into or sell, assign, transfer, convey, lease or otherwise dispose of assets to the Parent or any of its Restricted Subsidiaries.

(d) Any successor entity (if other than a Guarantor or the Issuer, as the case may be) will succeed to, and be substituted for, and may exercise every right and power of, the non-surviving Guarantor or the Issuer, as the case may be, under the Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loan and the Security Documents (and other relevant agreements hereunder), in each case, to the extent a party thereto, and upon such substitution, the predecessor Person shall be released.

Section 4.21 Limitation on Sale and Leaseback Transactions. The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that any Guarantor may enter into a sale and leaseback transaction if:

(i) that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.3(a) (Incurrence of Indebtedness and Issuance of Preferred Stock), and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.9 (Limitation on Liens);

(ii) the net cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and

(iii) the Parent or a Restricted Subsidiary applies the net proceeds of such transaction in compliance with Section 4.12 (Asset Sales).

Section 4.22 Additional Security and Guarantees. (a) If the Parent or any Restricted Subsidiary acquires or creates another Significant Subsidiary, then (i) such Significant Subsidiary shall become a Guarantor within 20 Business Days of having been acquired or

created, (ii) the parent of such Significant Subsidiary shall have executed one or more Security Documents granting to the Security Agent or Polish Security Agent, as applicable, subject to Section 11.14, for the benefit of the Holders of the Notes a first priority pledge of shares in such Significant Subsidiary within such 20 Business Day period (subject to Permitted Collateral Liens) and (iii) the parent of such Significant Subsidiary shall have taken all reasonably required steps under applicable law and undertaken other customary procedures in connection with the granting of such security interests, provided, however, that no Significant Subsidiary will be required to become a Guarantor nor shall its shares be required to be so pledged to the extent and for so long as the incurrence of such Guarantee or granting of such pledge (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost expense, liability or obligation (including any tax) other than de minimis costs and expense, (y) would be prohibited by the terms of any agreement with holders of a direct or indirect minority interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new Significant Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided that such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Significant Subsidiary of or was otherwise acquired by the Parent or a Restricted Subsidiary. Each new Guarantor shall execute a supplemental indenture substantially in the form attached as Exhibit D hereto. Notwithstanding the foregoing, the Copecresto Subsidiaries will not be required to become Guarantors, regardless of whether they become Significant Subsidiaries, provided that on each Guarantor Testing Date, the total number of Guarantees provided by the Restricted Subsidiaries does not fall below the 85% threshold set forth in the following paragraph.

(b) After the Issue Date, the Parent shall cause one or more additional Restricted Subsidiaries (x) to become a Guarantor and (y) to execute a supplemental indenture substantially in the form attached as Exhibit D hereto, so that Guarantees are provided by such Restricted Subsidiaries of the Parent whose aggregate unconsolidated EBITDA and assets, taken together with the unconsolidated EBITDA and assets of the Parent, comprise at least 85% of the Consolidated EBITDA and consolidated assets of the Parent, respectively, determined as of each date (the “Guarantor Testing Date”) on which the Parent is required to provide to the Trustee and the Holders of the Notes (i) an annual report or (ii) a quarterly report in accordance with the provisions set out in Section 4.14 (Reports), in each case after giving pro forma effect to any sales or other distributions of assets not reflected therein, and in each case except to the extent that the incurrence of such Guarantees (x) would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) or than de minimis costs and expenses, (y) would be prohibited by the terms of any agreement with holders of a minority equity interest in such Restricted Subsidiary, provided that the Parent or the relevant Restricted Subsidiary has used commercially reasonable efforts to obtain consent from the holders of the minority equity interest in such Restricted Subsidiary or (z) would be prohibited by any Acquired Debt in respect of such new

Restricted Subsidiary and such Acquired Debt is otherwise permitted to be incurred under this Indenture and provided such Acquired Debt has not been incurred in contemplation of, or in connection with, the transaction or series of transactions pursuant to which such Person becomes a Restricted Subsidiary.

The Parent shall cause any Significant Subsidiary that is not a Guarantor that guarantees any third-party interest bearing Indebtedness for borrowed money of any Guarantor or the Issuer to execute and deliver to the Trustee a supplemental indenture substantially in the form attached as Exhibit D hereto pursuant to which such Significant Subsidiary will, to the maximum extent permitted by law, guarantee payment of the Notes on substantially the same terms and conditions as those set forth in this Indenture; provided, however, that no Restricted Subsidiary shall be required to become a Guarantor to the extent and for so long as a consequence of the incurrence of such Guarantee would be reasonably likely to result in any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Parent or such Significant Subsidiary, any liability for the officers, directors or shareholders of such Significant Subsidiary or any current or future cost, expense, liability or obligation (including any tax) other than de minimis costs and expenses.

Section 4.23 Delivery of Security and Guarantees. (a) The Parent will use its reasonable efforts to deliver on the Issue Date or as soon as practicable thereafter (i) pledges (or charges) of shares in the Issuer and the U.S. Guarantors (other than the Parent), and, subject to filing, registration and similar requirements, the Netherlands Guarantor, the Cayman Guarantor and the Luxembourg Guarantors, and evidence of the deposit for filing, application for registration thereof or compliance with other similar requirements, (ii) financial pledges and executed registered pledge agreements, subject to registration, of the Polish Guarantors shall be required to be so pledged on the Issue Date, (iii) pledges of, or in the applicable jurisdictions, assignments of rights under, each Specified Bank Account of the Issuer and each Guarantor (other than the Russian Guarantors) as of the Issue Date, and (iv) a pledge (or assignment) of the Intercompany Loan made by the Issuer to CEDC International sp. z.o.o. and, upon funding, pledges (or assignments) of the Intercompany Loan made by the Issuer to Jelegat Holdings Limited and the RAG On-Loans.

(b) The Parent shall use its reasonable efforts to, within 15 Business Days after the Issue Date or as soon as reasonably practicable thereafter, (i) deliver pledges of shares in the Cyprus Guarantors, and (ii) deliver pledge agreements, and evidence of the filing thereof for registration with the appropriate authority, over the Intellectual Property Rights.

(c) The Parent shall use its reasonable efforts to, within two months after the Issue Date or as soon as reasonably practicable thereafter, (i) deliver registered pledges of participatory interests of or shares in, as appropriate, the Russian Guarantors; (ii) deliver a registered business quota pledge of the Hungarian Guarantor; (iii) deliver assignment of rights under each non-Russian Specified Bank Account and withdrawal rights agreements for each Russian Specified Bank Account of the Russian Guarantors, and (iv) deliver mortgage agreements and evidence of filing motions with the appropriate Polish registry to register mortgages over the real property and fixtures of CEDC International production plants.

(d) The Parent shall use its reasonable efforts to deliver within six months after the Issue Date or as soon as reasonably practicable thereafter, 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 the Russian Alcohol Group’s Siberian Distillery and First Kupazhniy Factory.

(e) At any time that the Issuer or any Guarantor creates, acquires or otherwise owns or holds a Specified Bank Account after the Issue Date, the Parent shall use reasonable efforts to deliver pledges or, in the applicable jurisdictions, assignments of rights under each Specified Bank Account (or withdrawal rights agreements in the case of any Russian Specified Bank Account of a Russian Guarantor) as promptly as reasonably practicable.

(g) With respect to any security that may be required to be given in respect of Specified Bank Accounts that is not currently permitted by Existing Indebtedness, the Parent shall use reasonable efforts to obtain relevant consents or amendments to allow such security to be given upon or prior to the requirement so arising. In obtaining any consent or amendment required in respect of any such security agreed to be provided, no covenant herein shall require that the Parent or any of its subsidiaries pay any fee or other payment that is unduly burdensome, as determined in the good faith judgment of the senior officers or Board of Directors of the Parent.

Section 4.24 Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest in any of the Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral permitted by the definition of Permitted Collateral Liens; provided further, however, that (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, the Security Documents and any intercreditor agreements, and (b) any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced (i) if contemporaneously with any such action, the Parent delivers to the Trustee an Officers’ Certificate confirming that the Parent is solvent or an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming

that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement (an “Amendment”), the Lien or Liens (other than in respect of Liens on assets that have been added to the Collateral as a result of such Amendment) created under any Security Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens and not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such Amendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, recapitalization or similar transactions involving the shares or other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in accordance with their terms against the grantor of the Liens. In the event that the Parent complies with the requirements of this Section 4.24, the Trustee and the Security Agent (including the Polish Security Agent) shall consent to any such Amendment without the need for instructions from Holders of the Notes.

Section 4.25 Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default, provided that in no event shall the business operated on the Issue Date by any of the Parent and CEDC International sp. z.o.o. be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 4.4 (Limitation on Restricted Payments) or under one or more clauses of the definition of Permitted Investments, as determined by the Parent; provided that this restriction shall not apply if the subsidiary has less than $1,000 of total assets. That designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 4.4 (Limitation on Restricted Payments). If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), the Parent shall be in default under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock). The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary

provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.26 Amendments to or Prepayments of the Intercompany Loans. Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Issuer and the Parent shall not, and shall not permit any Restricted Subsidiary to, (i) prepay or otherwise reduce or permit the prepayment or reduction of any Intercompany Loan; or (ii) amend, modify or alter the Intercompany Loans in any manner adverse to the Holders of the Notes; provided, that, without the consent of each Holder affected thereby, the Issuer and the Parent will not, and will not permit any Restricted Subsidiary to, amend, modify or alter any Intercompany Loan to:

(i) other than as permitted by a majority of the Holders pursuant to (i) above, change the Stated Maturity of the principal of, or any installment of interest on such loan;

(ii) reduce the rate of interest on such loan to below the interest rate on the Notes;

(iii) change the currency for payment of principal or interest on such loan;

(iv) reduce the above-stated percentage of Notes the consent of whose Holders is necessary to modify or amend such loans;

(v) waive a default in the payment of any amount under such loan; or

(vi) sell or transfer such loan other than pursuant to its terms or as otherwise permitted by this Indenture.

Notwithstanding the foregoing, the Intercompany Loans may be amended to provide for the issuance of Additional Notes, to cure any ambiguity, mistake, omission, defect or inconsistency and to provide for the assumption by a successor Person, and may be prepaid or reduced to facilitate or otherwise accommodate or reflect a repayment, redemption or repurchase of Notes.

Section 4.27 Limitations on Activities of the Issuer. Notwithstanding anything contained in this Indenture to the contrary, the Issuer shall not engage in any business activity or undertake any other activity, except any activity (a) relating to the offering, sale or issuance of the Notes and the Additional Notes, if any, and any Capital Markets Debt (including the Existing Notes), the incurrence of Indebtedness represented by the Notes and the Additional Notes, if any, and any Capital Markets Debt, lending or otherwise advancing the proceeds thereof to any Guarantor and any other activities in connection therewith, (b) undertaken with the purpose of

fulfilling any obligations under the Notes, the Additional Notes, this Indenture or any Capital Markets Debt or any security documents or other agreements relating to any of the foregoing, (c) directly related to the establishment and/or maintenance of the Issuer’s corporate existence, (d) performing any act incidental to or necessary in connection with any of the above or (e) other activities that are not specified in (a) through (d) above that are de minimis in nature.

The Issuer shall not (a) incur any Indebtedness other than the Indebtedness represented by the Notes and, subject to compliance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), Additional Notes and any Capital Markets Debt, (b) issue any Capital Stock other than the issuance of its ordinary shares to the Parent, any Wholly Owned Restricted Subsidiary of the Parent or otherwise in a de minimis amount to local residents to the extent required by applicable law or (c) make any Restricted Payment or Permitted Investment, other than cash, Cash Equivalents and Intercompany Loans.

The Issuer shall not create, incur, assume or suffer to exist any Lien of any kind (other than Issuer Permitted Liens) against or upon any of its property or assets, or any proceeds therefrom.

The Issuer shall at all times remain a Wholly-Owned Restricted Subsidiary of the Parent.

The Issuer shall not merge, consolidate, amalgamate or otherwise combine with or into another Person except the Parent or a wholly owned Guarantor, or sell, convey, transfer, lease or otherwise dispose of (other than any Issuer Permitted Collateral Lien, or any Restricted Payment or Permitted Investment permitted by this Section 4.27) any material property or assets to any Person except the Parent or a wholly owned Guarantor, provided that, in the event it so combines with the Parent or a wholly owned Guarantor or so disposes of property or assets to the Parent or a wholly owned Guarantor, then immediately after such transaction the Parent or such wholly owned Guarantor shall (a) assume all of the obligations of the Issuer under this Indenture and the Notes pursuant to a supplemental indenture substantially in the form attached as Exhibit D hereto and (b) deliver to the Trustee an Officers’ Certificate which complies with applicable provisions of this Indenture or investments in the Notes, the Guarantees, Existing Notes and the Existing Guarantees.

For so long as any Notes are outstanding, none of the Issuer, the Parent or any other Guarantor shall commence or take any action to cause a winding-up or liquidation of the Issuer.

Except as provided in this Indenture, the Issuer shall not, and the Parent shall procure that the Issuer does not, assign or novate its rights under the Intercompany Loans.

Section 4.28 Limitations on Activities of Jelegat Holdings Limited. The Parent and the Issuer shall procure that Russian Alcohol Finance Limited shall not, without the prior written consent of the Trustee (a) sell, factor, discount, transfer, assign, lend or otherwise dispose of any of its right, title or interest in or to the RAG On-Loans, nor shall it create or permit to be outstanding any mortgage, pledge, Lien, charge, encumbrance or other security interest over the RAG On-Loans, other than in accordance with this Indenture; (b) engage in any business other than (i) making and performing its obligations under the RAG On-Loans; (ii) issuing and performing its obligations under the Proceeds Loan; (iii) entering into, exercising rights under,

performing obligations under or enforcing the RAG Transaction Documents; (iv) activities directly related to the establishment and/or maintenance of the Russian Alcohol Finance Limited’s corporate existence or (v) performing any act incidental to or necessary in connection with any of the above; or (vi) other activities that ae not specified in (a) through (d) above that are de minimis in nature; (c) amend its constitutional documents (other than as reasonably appropriate to implement the provisions of this Indenture); (d) have any subsidiaries; (e) have any employees (for the avoidance of doubt, the Directors of Russian Alcohol Finance Limited do not constitute employees); (f) issue any shares (other than such shares as are in issue as at the Issue Date nor redeem or purchase any of its issued share capital; (g) amend any term or condition of any of the Proceeds Loan or the RAG On-Loans (save in accordance with the terms of this Indenture); (h) incur any Indebtedness for borrowed money or any guarantees other than in respect of the Proceeds Loan or any document entered into in connection with the Proceeds Loan or the sale thereof or pursuant to the terms of this Indenture; (i) enter into any reconstruction, amalgamation, merger or consolidation; (j) enter into any lease in respect of, or own premises; (k) agree to any amendment to any provision of or grant any waiver or consent under the RAG Transaction Documents to which it is a party or execute any agreement (save in accordance with the terms of this Indenture); or (l) otherwise than as contemplated in the RAG Transaction Documents, release from or terminate the appointment of a collateral manager under a collateral management agreement or a collateral administrator under a collateral administration agreement (including in each case any transactions entered into thereunder) or release any of them from any executory obligation thereunder.

Jelegat Holdings Limited shall pay its debts as they fall due. Russian Alcohol Finance Limited shall do all such things as are necessary to maintain its corporate existence.

Section 4.29 Listing. The Parent shall use its reasonable efforts to list and maintain the listing of the Notes on the Global Exchange Market of the Irish Stock Exchange or another recognized stock exchange (such as the Luxembourg Stock Exchange); provided, however, that if the Parent is unable to list the Notes on the Global Exchange Market of the Irish Stock Exchange or if maintenance of such listing becomes unduly onerous, it will use its reasonable efforts to maintain a listing of such Notes on another recognized stock exchange.

Section 4.30 Payments for Consent. The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement, other than any Holder who waives the right to receive all or any part of such consideration.

ARTICLE V

SUCCESSOR COMPANY

In the event of the merger, consolidation, amalgamation or other combination of the Issuer or any of the Guarantors with or into another Person (whether or not the Issuer or any such Guarantor, as the case may be, is the surviving company), or the sale, assignment, conveyance,

lease, transfer or other disposition, in one transaction or a series of transactions, of all or substantially all of the assets of the Issuer or any such Guarantor in which a successor entity assumes the obligations of the Issuer or a Guarantor pursuant to Section 4.20 (Merger, Consolidation or Sale of Assets), then the successor entity to the Issuer or any Guarantor, as the case may be, will succeed to and be substituted for, and may exercise every right and power of, the non-surviving Issuer or any such Guarantor, as the case may be, under this Indenture, the Notes, the non-surviving Guarantor’s Guarantee, the Intercompany Loans and the Security Documents (and other relevant agreements related hereto), in each case to the extent party thereto, with the same effect as if such successor entity to the Issuer or any such Guarantor had been named herein as the Issuer or any such Guarantor, as the case may be, and thereafter (except in the case of a lease) the predecessor company will be relieved of all further obligations and covenants under all such documents and agreements .

ARTICLE VI

DEFAULT AND REMEDIES

Section 6.1 Events of Default. When used herein with respect to the Notes, “Event of Default” means any one of the following events which shall have occurred and be continuing:

(i) default for 30 days in the payment when due of interest on if any, with respect to, the Notes;

(ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(iii) failure by the Parent or any of its Significant Subsidiaries to comply with the provisions described in Section 4.20 (Merger, Consolidation or Sale of Assets);

(iv) failure by the Parent or any of its Restricted Subsidiaries for 30 days after written notice to the Parent by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in this Indenture or the Security Documents;

(v) default (after giving effect to any applicable grace period) under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Significant Subsidiaries (or group of Subsidiaries that together would constitute a Significant Subsidiary) (or the payment of which is guaranteed by the Parent or any of its Significant Subsidiaries (or group of Subsidiaries that together would constitute a Significant Subsidiary)), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(2) results in the acceleration of such Indebtedness prior to its express maturity,

(vi) failure by the Parent or any of its Significant Subsidiaries (or group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $30.0 million (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not paid, discharged or stayed for a period of 60 days;

(vii) breach by the Parent or any of its Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent or any of its Restricted Subsidiaries for any reason;

(viii) except as permitted by this Indenture, any Guarantee of the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary), or any Person acting on behalf of any such Person, denies or disaffirms its obligations under its Guarantee;

(ix) (x) any Intercompany Loan ceases to be in full force and effect other than in accordance with the terms of this Indenture or is declared fully or partially void in a judicial proceeding or any Intercompany Borrower asserts that any Intercompany Loan is fully or partially invalid and (y) the Guarantee of the Parent is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or the Parent, or any Person acting on behalf of any the Parent, denies or disaffirms its obligations under its Guarantee; or

disaffirmation by Russian Alcohol Finance Limited of its obligations under any of the Security Documents or the determination in a judicial proceeding that any of the Security Documents is unenforceable or invalid against Russian Alcohol Finance Limited for any reason, (iii) any Security Document shall cease to be in full force and effect (other than in accordance with their respective terms or the terms of this Indenture), or cease to be effective in all material respects to grant the Security Agent a perfected Lien on the RAG On-Loans with the priority purported to be created thereby or, (iv) the Issuer or Russian Alcohol Finance Limited amends any constitutional documents in any manner which adversely affects the enforceability, validity, perfection or priority of the Security Agent’s Lien on any RAG On-Loan or which adversely affects the value of any RAG On-Loan in any material respect;

(xi) (1) the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary), pursuant to or within the meaning of Bankruptcy Law:

(B) consents to the entry of an order or decree for relief against it in an involuntary case or proceeding, or to the commencement of any bankruptcy or insolvency case or proceeding against it;

(D) makes a general assignment for the benefit of its creditors; or

(E) admits in writing its inability to pay its debts generally as they become due; or

(2) a court of competent jurisdiction enters an order or decree under Bankruptcy Law that:

(A) is for relief against the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) in an involuntary case;

(B) adjudges the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which

together would constitute a Significant Subsidiary) bankrupt or insolvent, or seeks reorganization, arrangement, adjustment or composition of or in respect to the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary);

(C) appoints a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee, sequestrator (or other similar official) of the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) or for all or substantially all of the property of the Parent of any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary); or

(D) orders the winding-up or liquidation of the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary);

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.2 Acceleration. (a) If an Event of Default (other than an Event of Default described in clause (10) or (11) of Section 6.1 (Events of Default)) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest shall be due and payable immediately.

(b) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) of Section 6.1 (Events of Default) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or Payment Default triggering such Event of Default pursuant to clause (5) of Section 6.1 (Events of Default) shall be remedied or cured by the Parent or a Restricted Subsidiary or waived by the Holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

(c) If an Event of Default described in clause (10) or (11) of Section 6.1 (Events of Default) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

Section 6.3 Other Remedies. If an Event of Default of which the Trustee has knowledge occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

Section 6.4 The Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture and under the Guarantees may be prosecuted and enforced, at the expense of the Holders, by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as Trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

Section 6.5 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.7 (Replacement Notes), no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other appropriate right or remedy.

Section 6.6 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Section 6.6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, in each case in accordance with the terms of this Indenture.

Section 6.7 Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default in the payment of the principal of, interest and premium, if any, on the Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Prior to taking any action hereunder, the Trustee shall be entitled to indemnification or other security satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or not taking such action.

Section 6.8 Control by Majority. Subject to Section 2.9 (Acts by Holders), the Holders of not less than a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.1 (Duties of Trustee and Agents), however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of another Holder, or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee will be entitled to security and/or indemnity satisfactory to it against any loss, liability, fee and expense caused by taking or not taking such action.

Section 6.9 Limitation on Suits. Subject to Section 6.10 (Rights of Holders to Receive Payment) of this Indenture, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(i) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(ii) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy; 83

(iii) such Holders have offered the Trustee security and/or indemnity satisfactory to it against any loss, liability or expense;

(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(v) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Section 6.10 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, Section 8.9 (Repayment to the Issuer; Unclaimed Money) hereof), the right of any Holder to receive payment of principal of, premium, if any, and interest on a Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.11 Collection Suit by Trustee. If an Event of Default in payment of principal, premium, if any, and interest specified in clause (1) or clause (2) of Section 6.1 (Events of Default) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer, the Guarantors or any other obligor on the Notes for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate per annum borne by the Notes and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.6 (Compensation and Indemnity).

Section 6.12 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, advances or any other amounts due to the Trustee under Section 7.6 (Compensation and Indemnity), its agents, appointees and counsel, accountants and experts) and the Holders allowed in any judicial proceedings relating to the Issuer or the Guarantors, their creditors or their property or any other obligor on the Notes, its creditors or its property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Bankruptcy Custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and appointee and counsel, and any other amounts due to the Trustee under Section 7.6 (Compensation and Indemnity). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and appointees and counsel, and any other amounts due to the Trustee under Section 7.6 (Compensation and Indemnity) hereof out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Section 6.13 Priorities. If the Trustee collects any money or property pursuant to this Article VI, or if it receives the proceeds of enforcement from the Security Agent or Polish Security Agent pursuant to Article XI (Security and Security Agent), it shall pay out the money or property in the following order:

First: to the Trustee, the Agents and their agents and appointees and attorneys for amounts due under this Indenture, including (but not limited to) payment of all compensation, fees, expenses and liabilities incurred, and all advances made, by the Trustee and the Agents and the costs and expenses of collection;

Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Issuer.

The Principal Paying Agent, upon prior notice to the Issuer, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13; provided that the failure to give any such notice shall not affect the establishment of such record date or payment date for Holders pursuant to this Section 6.13.

Section 6.14 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders shall be restored by the Issuer severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.15 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.15 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.10 (Rights of Holders to Receive Payment), or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes.

ARTICLE VII

TRUSTEE, SECURITY AGENT AND POLISH SECURITY AGENT

Section 7.1 Duties of Trustee and Agents. (a) If an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care, skill and diligence in their exercise as a reasonably prudent person would exercise or use in the conduct of his or her own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

(b) Subject to the foregoing,

(i) the Trustee and the Agents will perform only those duties as are specifically set forth herein and no others and no implied covenants duties or obligations shall be read into this Indenture against the Trustee or the Agents; and

(ii) in the absence of bad faith on their part, the Trustee and the Agents may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions and such other documents delivered to them and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are required to be furnished to the Trustee or the Agents, the Trustee or the Agents, as applicable, shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but they need not confirm or investigate the accuracy of mathematical calculations or facts stated therein).

(c) None of the Trustee nor any Agent may be relieved from liability for its own gross negligence, or its own willful misconduct, except that:

(i) this subsection (c) does not limit the effect of Section 7.1(b);

(ii) none of the Trustee nor any Agent shall be liable for any error of judgment made in good faith by a Trust Officer of the Trustee or such Agent, unless it is proved that the Trustee or such Agent was grossly negligent in ascertaining the pertinent facts; and

(iii) the Trustee and the Agents shall not be liable with respect to any action they take or omit to take in good faith in accordance with a direction received by them hereunder.

(d) No provision of this Indenture shall require the Trustee or any Agent to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders if it does not receive such funds or an indemnity satisfactory to it in its sole discretion against such risk, liability, loss, fee or expense which might be incurred by it in compliance with such request or direction.

(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee or any Agent is subject to subsections (a), (b), (c) and (d) of this Section 7.1, Section 7.2 and Section 7.6.

(f) None of the Trustee nor any Agent shall be liable for interest on any money received by it. Money held by the Trustee or any Agent need not be segregated from other funds except to the extent required by law.

(g) Any provision hereof relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities in which it may serve, and to each Agent, custodian and other person employed to act hereunder.

(i) Each Holder (by accepting the Notes) hereby instructs and authorizes the Security Agent and the Polish Security Agent to enter into the Security Documents each is expressed to be a party to and to carry out the terms thereof.

Section 7.2 Rights of Trustee and Agents. Subject to Section 7.1 (Duties of Trustee and Agents): (a) The Trustee and each Agent may rely conclusively on and shall be protected from acting or refraining from acting in good faith based upon any document believed by them to

be genuine and to have been signed or presented by the proper Person. Neither the Trustee nor any Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent order, approval, appraisal, bond, debenture, note, coupon, security or other paper or document, but the Trustee or its Agent, as the case may be, in its discretion, may make reasonable further inquiry or investigation into such facts or matters stated in such document and if the Trustee or its Agent as the case may be, shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, at reasonable times during normal business hours, personally or by agent or attorney at the cost of the Issuer and it shall incur no liability of any kind by reason of such inquiry or investigation. The Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default) unless (i) a Trust Officer assigned to and working in the Trustee’s Office has actual knowledge thereof or (ii) unless written notice thereof is received by the Trustee pursuant to Section 12.1 (Notices), and such notice clearly references the Notes, the Issuer or this Indenture.

(b) Before the Trustee or any Agent acts or refrains from acting, it may consult with counsel of its choice and require (at the Issuer’s expense) an Officers’ Certificate or an Opinion of Counsel or both, which shall conform to the provisions of Sections 12.2 (Certificate and Opinion as to Conditions Precedent) and 12.3 (Statements Required in Certificate or Opinion). Neither the Trustee nor any Agent shall be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(c) The Trustee, the Security Agent and the Polish Security Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as they may reasonably require for the purpose of determining and discharging their rights and duties hereunder and shall not be responsible for any misconduct on the part of any of them.

(d) The Trustee, the Security Agent and the Polish Security Agent shall not be liable for any action they take or omit to take in good faith which they reasonably believe to be authorized or within their rights or powers conferred upon them by this Indenture; provided, however, that the conduct of the Trustee, the Security Agent or the Polish Security Agent (as the case may be) does not constitute willful misconduct, gross negligence or bad faith.

(e) The Trustee or any Agent may consult with counsel or other professional advisor of its selection and the advice or opinion of such counsel, with respect to matters of law, or other professional advisor, with respect to other matters, shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, with respect to matters of law, or other professional advisor, with respect to other matters.

(f) Except to the extent provided for in Section 9.1 (Amendment, Supplement and Waiver) and subject to Section 9.2 (Revocation and Effect of Consents) hereof, the Trustee may (but shall not be obligated to), without the consent of the Holders, give any consent, waiver or approval required by the terms hereof, but shall not without the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (i) give any consent, wavier or approval or (ii) agree to any amendment or

modification of this Indenture, in each case, that shall have a material adverse effect on the interest of any Holder. The Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any consent, waiver, approval, amendment or modification shall have a material adverse effect on the interests of any Holder.

(g) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

(h) The Trustee, the Security Agent and the Polish Security Agent will be under no obligation to exercise any of the rights or powers vested in them by this Indenture or the Security Documents (as the case may be) at the request or direction of any of the Holders or the Trustee, in the case of the Security Agent and the Polish Security Agent, unless such Holders have provided to the Trustee, the Security Agent, or the Polish Security Agent (as the case may be) indemnity and/or security satisfactory to the Trustee, the Security Agent or the Polish Security Agent (as the case may be) against the losses, liabilities and expenses that might be incurred by any of them in compliance with such request or direction.

(i) None of the Trustee or the Security Agents shall have any duty to inquire as to the performance of the covenants in Article IV (Covenants) hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (i) any Event of Default occurring pursuant to Section 6.1(a)(1) or (2) (Events of Default) hereof (but only so long as an Affiliate of the Trustee is the Principal Paying Agent); and (ii) any Default or Event of Default of which it shall have received written notice pursuant to Section 12.1 (Notices) and such notice clearly references the Notes, the Issuer or this Indenture or of which a Trust Officer shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Section 4.14 (Reports) is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

(j) The Trustee and the Security Agents shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.

(k) In no event shall the Trustee, the Security Agent or the Polish Security Agent be responsible or liable for any failure or delay in the performance of their obligations hereunder or under the Security Documents arising out of, or caused by, directly or indirectly, forces beyond their control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood that the Trustee, the Security Agent and the Polish Security Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(l) Whether or not specifically referred to in any provision herein, the rights, privileges, protections, immunities and benefits given to the Trustee and the Polish Security Agent, including their right to be indemnified, are extended to, and shall be enforceable by U.S. Bank National Association, Deutsche Bank Trust Company Americas and Deutsche Bank AG, London Branch in each of their capacities hereunder and by each agent, custodian and other person employed to act hereunder. Absent willful misconduct or gross negligence, each Paying Agent, Transfer Agent and Registrar shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.

(m) The Trustee is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this Indenture or the Notes.

(n) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.

(o) The permissive right of the Trustee or any Agent to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.

(p) Notwithstanding any provision of this Indenture to the contrary, the Trustee and the Agents shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business, goodwill or lost opportunity of any kind), whether or not foreseeable, even if the Trustee or Agent had been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.

(q) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(r) The Trustee and any Agent may act through their attorneys and agents and shall not be under an obligation to monitor or supervise such attorneys’ or agents’ actions and shall not be responsible for the misconduct or negligence of any agent; provided that such attorneys or agents have been appointed with due care.

(s) The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.

(t) The Trustee and any Agent may request that the Issuer deliver an Officers’ Certificate setting forth the names of the individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any persons authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered any not superseded.

(u) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred.

(v) Nothing in this Indenture shall require the Trustee or any Agent to take any action which may be inconsistent with, or in violation of any laws, rules or regulations in force in the jurisdiction where the Trustee or such Agent are located.

Section 7.3 Individual Rights of Trustee and Agents. The Trustee or any Agent in its respective individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries, or their respective Affiliates with the same rights it would have if it were not the Trustee or an Agent. Any Agent may do the same with like rights. However, the Trustee must comply with Sections 7.9 and 7.12.

Section 7.4 Trustee and Agents’ Disclaimer. The Trustee and the Agents shall not be responsible for and make no representation as to the validity, effectiveness, correctness or adequacy of this Indenture, any Security Document or Collateral, the offering materials related to this Indenture or the Notes; it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision hereof; it shall not be responsible for the use or application of any money received by any Agent and it shall not be responsible for any statement or recital herein of the Issuer, or any document issued in connection with the sale of Notes or any statement in the Notes other than the Trustee’s certificate of authentication.

Section 7.5 Notice of Default. If an Event of Default occurs and is continuing and such event is known by the Trustee, the Trustee must deliver to each Holder, as their names and addresses appear on the list of Holders described in Section 2.5 (List of Holders), notice of the Default or Event of Default within 90 days after the earlier of the Trustee having actual knowledge or receiving written notice of such Default or Event of Default, unless such Default has been cured, provided that except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice of Default or an Event of Default (except a Default in payment of principal of, premium, if any, or interest on any Note) if and for so long as the Trustee in good faith determines that it is in the best interests of the Holders to withhold such notice.

Section 7.6 Compensation and Indemnity. The Issuer, failing which the Guarantors, shall pay to the Trustee and Agents from time to time such compensation as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer, failing which, the Guarantors, shall reimburse the Trustee and Agents upon request for all disbursements, expenses and advances (including properly incurred fees and expenses of counsel) incurred or made by it in addition to the compensation for their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any

Agent’s gross negligence, willful misconduct or bad faith. Such expenses shall include the compensation, disbursements and expenses of the Trustee’s and Agents’ accountants, experts and counsel and any taxes (other than taxed based on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee) or other expenses incurred by a trust created pursuant to Section 8.4 (Conditions to Legal or Covenant Defeasance) hereof.

The Issuer, failing which, the Guarantors jointly and severally, agrees to pay the fees and expenses of the Trustee’s legal counsel in connection with its review, preparation and delivery of this Indenture and related documentation. The Issuer and the Guarantors, shall jointly and severally indemnify each of the Trustee, any predecessor Trustee and the Agents (which, for purposes of this Section 7.6, include such Trustee’s and Agents’ affiliates, officers, directors, employees and agents) and in any other capacity the Trustee may serve hereunder for, and hold them harmless against, any and all loss, damage, claim, proceedings, demands, costs, expense or liability including taxes (other than taxes based on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee) incurred by the Trustee or an Agent without gross negligence or willful misconduct on its part in connection with acceptance of administration of this trust and performance of any provision under this Indenture, including the expenses and counsel fees and expenses of defending itself against any claim of liability arising hereunder and the Trustee shall not be bound to take any steps hereunder unless it has been so indemnified and/or secured to its reasonable satisfaction. The Trustee and the Agents shall notify the Issuer promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity. However, the failure by the Trustee or the Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee or such Agent shall cooperate in the defense (and may employ its own counsel reasonably satisfactory to the Trustee) at the Issuer’s expense provided, however, if in the judgment of the Trustee (i) a conflict of interest exists by reason of common representation, (ii) there are legal defenses available to the Trustee that are different from or are in addition to those available to the Issuer or (iii) if all parties commonly represented do not agree as to the action (or inaction) of counsel, then the Issuer shall not defend such claim. The Trustee or such Agent may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld.

To secure the Issuer’s and Guarantor’s payment obligations in this Section 7.6, the Trustee and the Agents shall have a Lien prior to the Notes against all money or property held or collected by the Trustee and the Agents, in its capacity as Trustee or Agent, except money or property held to pay principal or premium, if any, or interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

When the Trustee or an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (10) or (11) of Section 6.1 (Events of Default), the expenses (including the fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

The Issuer’s and the Guarantors’ obligations under this Section 7.6 and any claim arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article VIII (Defeasance and Satisfaction and Discharge of Indenture) and any rejection or termination under any Bankruptcy Law.

Save as otherwise expressly provided in this Indenture, the Trustee shall have absolute and uncontrolled discretion as to the exercise of the discretions vested in the Trustee by this Indenture but, whenever the Trustee is bound to act under this Indenture at the request or direction of the Holders, the Trustee shall nevertheless not be so bound unless first indemnified or secured to its satisfaction against all proceedings, claims and demands to which it may render itself liable and all costs, charges, expenses, fees and liabilities which it may incur by so doing.

Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.6.

The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Trustee and the Agents.

Section 7.7 Replacement of Trustee. The Trustee may resign at any time without liability for so doing without stating a reason by so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation; provided, however, that this Indenture, the Notes and the Guarantees shall remain valid notwithstanding a material conflict of interest of the Trustee. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Issuer and the Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s consent. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.7. The Issuer shall remove the Trustee if:

(a) The Trustee fails to comply with Section 7.7;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee, as the case may be, under any Bankruptcy Law;

(d) the Trustee becomes incapable of acting with respect to its duties hereunder.

If the Trustee resigns or is removed and the Holders of a majority in principal amount of the Securities do not reasonably promptly appoint a successor Trustee or if a vacancy exists in the office of Trustee for any reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after

the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may, with the Issuer’s consent, appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. If the Issuer does not reasonably promptly appoint a successor Trustee, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.6 (Compensation and Indemnity), all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.6 (Compensation and Indemnity). A successor Trustee shall mail notice of its succession to each Holder.

The Issuer covenants that, in the event of the Trustee giving notice of its resignation pursuant to this Section 7.7, it shall use its best endeavors to procure a successor Trustee to be appointed. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, within 90 days after becoming aware that a conflict of interest exists between such Trustee’s role as a trustee and any other capacity, shall not have eliminated such conflict of interest or resigned from office, the Issuer or any Holder may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 hereof, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

An Agent may resign its appointment hereunder at any time by giving to the Issuer at least 90 days’ written notice to that effect unless shorter notice is agreed by the Issuer, provided that (i) such resignation shall nor take effect until a new Agent performing the functions set forth in this Agreement has been appointed; (ii) no such resignation shall take effect until notice thereof shall have been given to the Trustee, and (iii) no such notice shall be given so as to expire within a period commencing 45 days immediately preceding any due date for a payment in respect of the Notes and ending 15 days after such date. If the Issuer has not, within 45 days after notice of resignation of an Agent, appointed a successor Agent which accepts the appointment, the outgoing Agent may appoint a successor Agent on the same terms and conditions as previously applied to it.

Notwithstanding replacement of the Trustee or Agent pursuant to this Section 7.7, the Issuer’s and the Guarantors’ obligations under Section 7.6 (Compensation and Indemnity) shall continue for the benefit of the retiring Trustee or Agent, as the case may be, and the Issuer shall pay to any replaced or removed Trustee or Agent all amounts owed under Section 7.6 (Compensation and Indemnity) upon such replacement or removal.

Section 7.9 Successor Trustee or Agent by Merger, etc. If the Trustee or any Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee or Agent. In case any Notes shall have been authenticated, but not delivered, by the Trustee or Authenticating Agent then in office, any successor by consolidation, merger or conversion to such authenticating Trustee or Authenticating Agent may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee or Authenticating Agent had itself authenticated such Notes.

Section 7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee that satisfies the requirements of TIA § 310(a)(1), (2) and (5) in every respect. The Trustee shall have a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 7.11 Limitation on Duty of Trustee in Respect of Collateral. The Trustee shall not have or be in possession of any of the Collateral. Notwithstanding the foregoing, to the extent that the Trustee (or any agent or bailee thereof) shall have in its possession or control any Collateral, the Trustee shall have the same duties as to such Collateral as the Security Agents pursuant to Section 11.1 (Collateral and Security Documents).

Section 7.12 Appointment of Co-Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such title to the Collateral, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.9 (Eligibility) and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section 7.9 (Eligibility) hereof.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(A) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to

the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(B) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 7.13 Preferential Collection of Claims Against the Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

Section 7.14 Reports by Trustee to the Holders. Within 60 days after each April 15 beginning April 15, 2013, the Trustee shall mail to each Holder a brief report dated as of such April 15 that complies with TIA § 313(a) if and to the extent required thereby. The Trustee also shall comply with TIA § 313(b) and TIA § 313(c). A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof and the Trustee shall comply with TIA § 313(d).

ARTICLE VIII

DEFEASANCE AND SATISFACTION AND DISCHARGE OF INDENTURE

Section 8.1 Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer (hereafter in this Article VIII, the “Defeasor”) may, at its option at any time, with respect to the Notes, elect to have either Section 8.2 (Legal Defeasance and Discharge) or 8.3 (Covenant Defeasance) be applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth below in this Article VIII.

Section 8.2 Legal Defeasance and Discharge. Upon the Defeasor’s exercise under Section 8.1 (Option to Effect Legal Defeasance or Covenant Defeasance) of the option applicable to this Section 8.2, the Issuer and the Guarantors shall be deemed to have been discharged from their obligations with respect to all outstanding Notes and the Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged all the obligations relating to the outstanding Notes and the Guarantees and the Notes shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.6 (Survival of Certain Obligations), Section 8.8 (Application of Trust Moneys) and the other Sections of this Indenture referred to below in this Section 8.2, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due or on the Redemption Date solely out of the Defeasance Trust created pursuant to this Indenture; (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article VIII and the obligations set forth in Section 8.6 (Survival of Certain Obligations) hereof.

Subject to compliance with this Article VIII, the Defeasor may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 (Covenant Defeasance) with respect to the Notes.

Section 8.3 Covenant Defeasance. Upon the Defeasor’s exercise under Section 8.1 (Option to Effect Legal Defeasance or Covenant Defeasance) of the option applicable to this Section 8.3, the Issuer and the Guarantors shall be released from any obligations under the covenants contained in Article IV (Covenants) (other than Sections 4.1 (Payment of Notes), 4.2 (Maintenance of Office or Agency), 4.5 (Corporate Existence), 4.6 (Payment of Taxes and Other Claims), 4.7 (Maintenance of Properties and Insurance), 4.8 (Compliance with Laws), 4.10 (Waiver of Stay; Extension or Usury Laws), 4.17 (Withholding Tax Gross-Up on Non-U.S. Guarantees), 4.18 (Payment of Non-Income Taxes and Similar Charges) and 4.19 (Compliance Certificate; Notice of Default), and clauses (a)(1), (a)(2), (a)(3) and (a)(4)(b), and clauses (b) and

(c) of Section 4.20 (Merger, Consolidation or Sale of Assets)) hereof with respect to the outstanding Notes and the Guarantees on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and (ii) payment on the Notes may not be accelerated because of an Event of Default specified in Section 6.1(3) (Events of Default) (but only if such Event of Default is triggered solely by a failure to comply with the conditions set forth in clause (a)(4)(a) of Section 4.20 (Merger, Consolidation or Sale of Assets) or Section 6.1(4) (Events of Default) (insofar as they relate to Sections 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock), 4.4 (Limitation on Restricted Payments), 4.9 (Limitation on Liens), 4.11 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries), 4.12 (Asset Sales), 4.13 (Limitation on Transactions with Affiliates), 4.14 (Reports), 4.15 (Limitation on Business Activities), 4.16 (Change of Control), 4.21 (Limitation on Sale and Leaseback Transactions), 4.22 (Additional Security and Guarantees), 4.23 (Delivery of Security and Guarantees), 4.24 (Impairment of Security Interest) or 4.25 (Designation of Restricted and Unrestricted Subsidiaries) or clause (a)(4)(a) of Section 4.20 (Merger, Consolidation or Sale of Assets)).

Section 8.4 Conditions to Legal or Covenant Defeasance. In order to exercise either of the defeasance options under Section 8.2 (Legal Defeasance and Discharge) or Section 8.3 (Covenant Defeasance) hereof, the Defeasor must comply with the following conditions:

(a) irrevocably deposit with the Trustee or its designee, in trust (the “Defeasance Trust”), for the benefit of the Holders of the Notes, cash, non-callable Government Securities, or a combination of cash and non-callable Government Securities (with such cash and government securities) denominated in euros and U.S. dollars in amounts corresponding to the obligations under the Euro Notes and the Dollar Notes) in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Defeasor must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(b) in the case of Legal Defeasance, the Defeasor shall have delivered to the Trustee (1) an opinion of U.S. counsel addressed to and reasonably acceptable to the Trustee confirming that (i) the Defeasor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the

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same times as would have been the case if such Legal Defeasance had not occurred; and (iii) payments to and payments from the defeasance trust can be made free and exempt from any and all withholding and other taxes or whatever nature imposed or levied by or on behalf of the United Kingdom or any taxing authority thereof;

(c) in the case of Covenant Defeasance, the Defeasor shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit in the Defeasance Trust (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Parent or any other Guarantor is a party or by which the Parent or any other Guarantor is bound;

(f) the Defeasor and the Parent shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer or any Guarantor with the intent of preferring the Holders of Notes over the other creditors of the Defeasor or any Guarantor or with the intent of defeating, hindering, delaying or defrauding any creditors of the Defeasor or any Guarantor or others; and

(g) the Defeasor and the Parent shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.5 Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of

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Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Section 8.6 Survival of Certain Obligations. Notwithstanding the satisfaction and discharge of this Indenture and of the Notes referred to in Sections 8.1 (Option to Effect Legal Defeasance or Covenant Defeasance), 8.2 (Legal Defeasance and Discharge), 8.3 (Covenant Defeasance), 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture), the respective obligations of the Issuer, the Guarantors and the Trustee under Sections 2.2 (Execution and Authentication), 2.3 (Paying Agent, Registrar and Transfer Agent), 2.4 (Paying Agent to Hold Assets), 2.5 (List of Holders), 2.6 (Transfer and Exchange), 2.7 (Replacement Notes), 2.8 (Outstanding Notes), 2.9 (Acts by Holders), 2.10 (Temporary Notes), 2.11 (Cancellation), 2.12 (Defaulted Interest), 2.13 (CUSIPs, ISINs and Common Codes), 2.14 (Deposit of Moneys), 4.1 (Payment of Notes), 4.2 (Maintenance of Office or Agency), 4.5 (Corporate Existence), 4.6 (Payment of Taxes and Other Claims), 4.7 (Maintenance of Properties and Insurance), 4.8 (Compliance with Laws), 4.10 (Waiver of Stay; Extension or Usury Laws), 4.17 (Withholding Tax Gross Up on Non-U.S. Guarantees), 4.18 (Payment of Non-Income Taxes and Similar Charges), 4.19 (Compliance Certificate; Notice of Default), 6.10 (Rights of Holders to Receive Payment), Article VII (Trustee, Security Agent and Polish Security Agent) and Article VIII shall survive until the Notes are no longer outstanding, and thereafter the obligations of the Issuer, the Guarantor and the Trustee under Article VII (Trustee, Security Agent and Polish Security Agent) and Article VIII shall survive. Nothing contained in this Article VIII shall abrogate any of the obligations or duties of the Trustee under this Indenture.

Section 8.7 Acknowledgment of Discharge by Trustee. Subject to 8.9 (Repayment to Issuer; Unclaimed Money), after (i) the conditions of Section 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture) have been satisfied, (ii) the Issuer or the Guarantors have paid or caused to be paid all other sums payable hereunder by the Issuer and (iii) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent referred to in clause (i) above relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee upon written request shall acknowledge in writing the discharge of all obligations of the Issuer and the Guarantors under this Indenture except for those surviving obligations specified in this Article VIII.

Section 8.8 Application of Trust Moneys. All cash in U.S. dollars deposited with the Trustee pursuant to Section 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture) in respect of Notes shall be held in trust and applied by it, in accordance with the provisions of such Notes and this Indenture, to the payment,

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either directly or through any Paying Agent as the Trustee may determine, to the Holders of all sums due and to become due thereon for principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuer and the Guarantors shall jointly and severally pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash deposited pursuant to Section 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes.

Section 8.9 Repayment to the Issuer; Unclaimed Money. The Trustee and any Paying Agent shall promptly pay or return to the Issuer upon an Issuer Order any cash held by them at any time that are not required for the payment of the principal of, premium, if any or interest, if any, on the Notes for which cash has been deposited pursuant to Section 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture).

Any money held by the Trustee or any Paying Agent under this Article VIII in trust for the payment of the principal of, premium, if any, and interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, and interest, if any, that has become due and payable shall be paid to the Issuer upon an Issuer Order or if then held by the Issuer shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders or cause to be published a notice in accordance with Section 12.1(b) (Notices) that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Claims against the Issuer for the payment of principal or interest, if any, on the Notes will become void unless presentment for payment is made (where so required in this Indenture) within, in the case of principal, if any, a period of ten years, or, in the case of interest, a period of five years, in each case from the applicable original payment date therefor.

Section 8.10 Reinstatement. If the Trustee or Paying Agent is unable to apply any cash in accordance with Section 8.2 (Legal Defeasance and Discharge), 8.3 (Covenant Defeasance), 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture) by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 (Legal Defeasance and Discharge), 8.3 (Covenant Defeasance), 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture) until such time as the Trustee or Paying Agent is permitted to apply all such cash in accordance with Section 8.2 (Legal Defeasance and Discharge), 8.3 (Covenant Defeasance), 8.4 (Conditions to Legal or Covenant Defeasance) or 8.5 (Satisfaction and Discharge of the Indenture); provided, however, that if the Issuer has made any payment of interest on, premium, if any, and principal, if any, of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1 Amendment, Supplement and Waiver. (a) Except as provided in Sections 9.1(b) and 9.1(c), this Indenture, the Notes, any of the Security Documents or the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.10 (Rights of Holders to Receive Payment), any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, any of the Security Documents or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

(b) Without the consent of each Holder affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a non-consenting holder:

(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the principal of or change the Stated Maturity of any Note or reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased pursuant to Paragraph 7 (Optional Redemption) of the Notes or, once an obligation to repurchase has arisen thereunder, as described in Section 4.16 (Change of Control) or Section 4.12 (Asset Sales);

(iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(iv) make any Note payable in money other than that stated in the Notes;

(v) make any change in the provisions of this Indenture relating to waivers of past Defaults which require the consent of Holders of at least 90% of the then outstanding principal amount of Notes outstanding;

(vi) impair the right of any Holder of Notes to receive payments of principal of, or interest or premium on, the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

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(vii) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents;

(viii) release any Lien on the Collateral except as permitted by this Indenture and the Security Documents;

(ix) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Notes other than in accordance with the terms of this Indenture; or

(x) make any change in the preceding amendment and waiver provisions.

(c) Notwithstanding Sections 9.1(a) and 9.1(b), without the consent of any Holder of Notes, the Issuer, the Guarantors, the Trustee, the Security Agent and/or the Polish Security Agent may amend or supplement (or take any other action or enter into any other document contemplated by Section 4.24 (Impairment of Security Interest), this Indenture, the Notes, the Guarantees or the Security Documents:

(i) to cure any ambiguity, mistake, omission, defect or inconsistency;

(ii) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(iii) to provide for the assumption by a successor Person of the Issuer’s or a Guarantor’s obligations to Holders of Notes and Guarantees pursuant to this Indenture;

(iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture, the Notes, the Guarantees or the Security Documents of any such Holder in any respect;

(v) to conform the text of this Indenture, the Guarantees, the Security Documents, the Intercompany Loans or the Notes to any provision of the “Description of the New Secured Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” in the Offering Memorandum was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Guarantees, the Security Documents or the Notes;

(vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture and to make such changes as may be required to the Security Documents (and any intercreditor agreement) to accommodate and implement such issuance of Additional Notes;

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(vii) to allow any Subsidiary to execute a supplemental indenture substantially in the form attached as Exhibit D hereto and/or a Guarantee with respect to the Notes or to further secure the Notes;

(viii) to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under this Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness;

(ix) evidence and provide for the acceptance and appointment under this Indenture or Security Documents of a successor Trustee or Security Agent pursuant to the requirement thereof; or

(x) to the extent necessary to provide for the granting of a security interest for the benefit of any Person (including any release and re-grant of a Lien) and as otherwise contemplated in Section 4.24 (Impairment of Security Interest); provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or replacement does not violate Section 4.24 (Impairment of Security Interest).

(d) At the request of the Parent, the Issuer or any Guarantor, the Trustee, the Security Agent and the Polish Security Agent are authorized to enter into one or more intercreditor agreements, and one or more amendments, extensions, renewals, restatements, supplements, modifications or replacements to any intercreditor agreement; provided that the terms thereof are not prohibited by any term of this Indenture.

(e) Each Holder of the Notes shall be deemed to agree to and accept the terms and conditions of any intercreditor agreement and the entry by the Trustee into any intercreditor agreement and the performance by the Trustee of its obligations and the exercise of its rights thereunder and in connection therewith.

(f) The Trustee will be entitled to require, request, and rely absolutely on without further inquiry an Opinion of Counsel and an Officers’ Certificate.

Section 9.2 Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date on which the Trustee receives written notice from the Issuer (or an agent employed by the Issuer to collate or tabulate consents from Holders of the Notes) certifying that the Holders of the requisite principal amount of the Notes have consented (and not revoked such consent) to the amendment or waiver. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

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The Issuer may fix a record date for determining which Holders must consent to such amendment, supplement or waiver. If the Issuer fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.5 (List of Holders) or (ii) such other date as the Issuer shall designate. If a record date is fixed, then notwithstanding Section 9.3 (Notation on or Exchange of Notes), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent (or the appointment of a proxy) previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.

Section 9.3 Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.4 Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article IX; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which adversely affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive indemnity and/or security reasonably satisfactory to it, and shall be fully protected in relying upon an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article IX is authorized or permitted by this Indenture, that all conditions precedent thereto have been satisfied and that such amendment, supplement or waiver constitutes the legal, valid and binding obligations of the Issuer and the Guarantors (if applicable) enforceable against it or them in accordance with its terms. Any Opinion of Counsel shall not be an expense of the Trustee.

ARTICLE X

GUARANTEES

Section 10.1 Guarantees. Each of the Guarantors hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, on a senior basis to each Holder of a Note authenticated by the Trustee or the Authenticating Agent and to the Trustee, the Security Agent and the Polish Security Agent and each of their successors and assigns the full and prompt performance of all of the Issuer’s obligations (including the Parallel Obligations) under this 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 Security Agent and the Polish Security Agent hereunder and under the Notes. The obligations of the Issuer under this Indenture and Notes shall be referred to in this Article X as the “Obligations”.

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The obligations of each of the Guarantors set forth in this Article X shall be referred to herein as the “Guarantees.” The Guarantees shall rank pari passu in right of payment to all existing and future senior Indebtedness of the Guarantors, and shall be senior in right of payment to all existing and future Indebtedness of the Guarantors that is expressly subordinated to the Guarantees.

Each Guarantor further agrees that the Obligations may be extended or renewed by the Trustee for and on behalf of itself and the Holders, the Security Agent and the Polish Security Agent in an amount equal to the sum of (i) the unpaid amount of the Obligations then due and owing and (ii) accrued and unpaid interest on the Obligations then due and owing. Payments made under the Guarantees shall be made to the Trustee on behalf of the Holders, the Security Agent or the Polish Security Agent, as the case may be.

The Guarantors waive presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waive notice of protest for nonpayment. Each of the Guarantors waives notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any Liens on the Collateral held by any Holder, the Security Agent or the Polish Security Agent or the Trustee for the Obligations or any of them; or (e) any change in the ownership of the Issuer.

Each Guarantor further agrees that each Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations.

The obligations of each of the Guarantors hereunder shall, subject to this Article X and Article VIII (Defeasance and Satisfaction and Discharge of Indenture), not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall, subject to this Article X and Article VIII (Defeasance and Satisfaction and Discharge of Indenture), not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of a Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantee is a confirming Guarantee and will remain in full force and effect until payment in full of all of the Obligations.

Subject to the provisions of Section 10.4 (Release) hereof, each Guarantor further agrees that its Guarantee shall continue to be effective or be reinstated, as the case may be, if at any

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time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.

Subject to the provisions of Section 10.3 (No Subrogation) hereof, in furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Guarantors, by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee for and on behalf of itself and the Holders an amount equal to the unpaid amount of such Obligations then due and owing.

Each Guarantor further agrees that, as between it, on the one hand, and the Holders, on the other hand, but subject always to Sections 10.2 (Limitation of Guarantees) hereof, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Guarantees herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of the Guarantees.

Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Article X.

Section 10.2 Limitation on Guarantees.

(a) The obligations of each Guarantor under its Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance, fraudulent transfer, voidable preference, a transaction under value or unlawful financial assistance or otherwise cause the Guarantor to be insolvent or in breach of applicable capital preservation rules under relevant law or such Guarantee to be void, unenforceable or ultra vires or cause the directors or members of the supervisory board or analogous board or body of such Guarantor to be in breach of, or liable under, applicable corporate or commercial law.

(b) Limitation on Luxembourg Guarantors. Notwithstanding the foregoing and any other provision of this Indenture or the Security Documents to the contrary, the guarantee, indemnity and other obligations of each Luxembourg Guarantor under this Indenture shall be limited, in respect of obligations and liabilities of companies other than such Luxembourg Guarantor and its direct or indirect subsidiaries, to an aggregate amount not exceeding the greater of:

(i) any Luxembourg On-Loans increased by ninety-five percent (95%) of (i) the relevant Luxembourg Guarantor’s own funds (capitaux propres, as referred to in article 34 of the Luxembourg Act dated 19 December 2002 concerning the trade and companies register as well as the accounting and annual accounts of companies, as amended) on the date of payment under this Indenture, and (ii) the amount of any Intra-Group Liabilities outstanding at the same date; or

(ii) any Luxembourg On-Loans increased by ninety-five percent (95%) of (i) the relevant Luxembourg Guarantor’s own funds (capitaux propres; as referred to in article 34 of the Luxembourg Act dated 19 December 2002 concerning the trade and companies register as well as the accounting and annual accounts of companies, as amended) as at the date of this Indenture, and (ii) the amount of any Intra-Group Liabilities outstanding at the same date.

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Section 10.3 No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder, such Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any collateral security or Guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations nor shall such Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Obligations are paid in full. If any amount shall be paid to a Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Obligations.

Section 10.4 Release. The Guarantee of a Guarantor will be automatically and unconditionally released without further action on the part of any Holder of the Notes or the Trustee (and thereupon shall terminate and be discharged and be of no further force and effect):

(i) in connection with any sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of merger, consolidation, amalgamation or other business combination) to a Person that is not (either before or after giving effect to such transaction) the Issuer, the Parent or a Restricted Subsidiary of the Parent, if the sale or other disposition complies with Section 4.12(a) (Asset Sales) (in which case the Guarantee of each Subsidiary of that Guarantor also shall be released);

(ii) in connection with any sale or other disposition of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer, the Parent or a Restricted Subsidiary of the Parent, following which such Guarantor is no longer a Restricted Subsidiary, if the sale or other disposition complies with Section 4.12(a) (Asset Sales) (in which case the Guarantor of each subsidiary of that Guarantor also shall be released);

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(iii) if the Parent designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.25 (Designation of Restricted and Unrestricted Subsidiaries) (in which case the Guarantee of each subsidiary of that Guarantor also shall be released);

(iv) in accordance with the Security Documents (as in effect on the Issue Date or as amended, supplemented or otherwise modified after the Issue Date) upon the occurrence of an enforcement action; or

(v) upon legal defeasance or satisfaction and discharge of the Notes in accordance with Section 8.2 (Legal Defeasance and Discharge) or Section 8.5 (Satisfaction and Discharge of the Indenture).

The Trustee is hereby authorized, without the consent of any Holder, to take all necessary actions (including directing the Security Agent and the Polish Security Agent) to effectuate any release in accordance with this Section 10.4. At the request and expense of the Issuer, the Parent or any Subsidiary of the Parent, the Trustee, the Security Agent and the Polish Security Agent shall, at the Issuer’s cost, execute and deliver any document reasonably requested to evidence such release and discharge.

ARTICLE XI

SECURITY AND SECURITY AGENTS

Section 11.1 Collateral and Security Documents. (a) To secure the full and punctual payment when due and the full and punctual performance of the Notes and the Guarantees, the Parent will deliver the security as and to the extent required by Section 4.23 (Delivery of Security and Guarantees). At the time of execution of the relevant Security Documents, the Parent also shall cause to be delivered an Opinion of Counsel addressed to and reasonably satisfactory to the Trustee, the Security Agent and, in addition, in respect of the Polish Collateral, the Polish Security Agent, covering the enforceability of such Security Documents and certain other matters required in this Indenture.

(b) The Trustee shall, and by accepting a Note each Holder shall be deemed to, irrevocably appoint the Security Agent, and, in respect of the Polish Collateral, the Polish Security Agent, to act as its agent in connection with the Collateral and the Security Documents and authorize the Security Agent, and, in respect of the Polish Collateral, the Polish Security Agent, (acting only at the direction of the Trustee) to perform such duties and exercise such rights, powers and discretions as are specifically delegated to the Security Agent and the Polish Security Agent under the Security Documents or by the terms hereof and together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts hereby created and each Holder by accepting a Note shall be deemed to irrevocably authorize the Security Agent and the Polish Security Agent on its behalf to release any existing security being held in favor of the Holders, to enter into any and each Security Document and to

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deal with any formalities in relation to the perfection of any security created by such Security Documents (including, inter alia, entering into such other documents as may be necessary to such perfection).

(c) Each of the Security Agent and, in respect of the Polish Collateral, the Polish Security Agent agrees that it shall hold the Collateral on trust for the Holders and the Trustee on the terms contained in this Indenture. Each Holder by accepting a Note shall be deemed to agree that the Security Agent and the Polish Security Agent shall have only those duties, obligations and responsibilities and such rights and protections as expressly specified in this Indenture or in the Security Documents (and no others shall be implied).

(d) Each of the Security Agent and, in respect of the Polish Collateral, the Polish Security Agent agrees that it will hold the security interests in Collateral created under any Security Document to which it is a party as contemplated by this Indenture, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders, without limiting the Security Agent’s or the Polish Security Agent’s rights to act in preservation of the security interest in the Collateral. The Security Agent and the Polish Security Agent will take action or refrain from taking action in connection therewith only as directed by the Trustee.

(e) Each Holder, by accepting a Note, shall be deemed to have agreed to all the terms and provisions of the Security Documents. Without prejudice to any automatic release of the Liens granted under the Security Documents, the Security Agent and the Polish Security Agent shall (upon direction of the Issuer) release the Liens on the Collateral if and when required by this Indenture.

(f) The Security Agent and the Polish Security Agent are, for the purposes of this Article XI, collectively the “Security Agents”. The rights, duties and acts of the Security Agents are several and not joint or joint and several. Neither shall be liable or responsible for the acts or omission of the other. The provisions of this Article XI apply to the Polish Security Agent only insofar as they relate to the Polish Collateral. The provisions of this Article XI apply to the Security Agent insofar as they relate to all the Collateral (other than the Polish Collateral).

(g) Beyond the exercise of reasonable care in the custody thereof, the Security Agents shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Security Agents shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Security Agents shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Security Agents in good faith.

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(h) Upon qualification of this Indenture under the Trust Indenture Act, the Issuer will comply with the provisions of TIA §314(b). Promptly after qualification of this Indenture under the Trust Indenture Act to the extent required by the TIA, the Issuer shall deliver the opinion(s) required by Section 314(b)(1) of the TIA. Subsequent to the execution and delivery of this Indenture, upon qualification of this Indenture under the TIA, to the extent required by the TIA, the Issuer shall furnish to the Trustee on or prior to each anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the Liens on the Collateral in favor of the Holders or (ii) in the opinion of such counsel, that no such action is necessary to maintain such Liens.

(i) The Issuer will cause Section 313(b) of the Trust Indenture Act, relating to reports, and Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as collateral for the Notes, to be complied with, upon qualification of this Indenture under the Trust Indenture Act. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Issuer except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this Section 11.2(d), the Issuer will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if it determines, in good faith based on written advice of counsel, that under the terms of Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) is inapplicable, whereupon the Issuer shall provide to the Trustee and the Security Agent an Officers’ Certificate certifying that the Issuer reasonably believes, based on the written advice of counsel (a copy of which shall be attached thereto), that the Issuer is not required to comply with all or any portion of Section 314(d). Upon qualification of this Indenture under the Trust Indenture Act, the Issuer and the Guarantors shall comply with the other applicable provisions of the Trust Indenture Act as they relate to Collateral.

Section 11.2 Responsibilities of Security Agents. The obligations of the Security Agents under this Indenture shall be to:

(a) upon the occurrence of an Event of Default, take such action as requested by written instructions of the Trustee under this Indenture, provided that such action does not contradict applicable law or subject the Security Agents to any liability under applicable laws. In this regard, the Security Agents shall be entitled to rely and act upon, and shall be fully protected in relying and acting upon, any note, writing, resolution, notice, consent, certificate, request, demand, direction, instruction, waiver, receipt, agreement, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or written document or written communication reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel and other experts retained or employed by the Security Agents in its reasonable discretion;

(b) remit according to the written instructions of the Trustee any proceeds recovered from enforcement of the Security Documents; and

Subject in each case to indemnification or security to its satisfaction.

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The Security Agents shall be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Event of Default only upon receipt by the Security Agents of a written notice or a certificate from the Trustee, stating that an Event of Default has occurred. The Security Agents shall have no obligation whatsoever either prior to or after receiving such written notice or certificate to inquire whether an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it.

Section 11.3 Security Agents’ Individual Capacity. The Security Agents may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Issuer or any of its affiliates or subsidiaries as if it were not performing the duties specified herein, and may accept fees and other consideration from the Issuer for services in connection with this Indenture and otherwise without having to account for the same to the Trustee or to the Holders from time to time.

Section 11.4 Trustee May Perform. If the Security Agents shall refuse or be incapable of performing any right or remedy provided for herein or in this Indenture, the Trustee may, but shall not be obligated to take such actions, or cause such actions to be taken, on behalf of the Security Agents as appropriate to protect the interests of the Trustee, the Security Agents or the Holders from time to time hereunder, and shall be entitled, in addition to the rights of the Security Agents to all of the immunity, indemnity and reimbursement provisions hereof and thereof to which the Security Agents would be entitled, regardless of any prior act or omission by the Security Agents.

Section 11.5 Fees, etc. For services rendered as Security Agents under this Indenture, the Security Agents shall be entitled to such compensation as is agreed to from time to time in writing between the Security Agents and the Issuer. The Issuer agrees to pay the fees, expenses and other amounts payable to the Security Agents under this Indenture, in addition to any other fees, expenses and other amounts payable that may arise under the Security Documents.

Section 11.6 Indemnification: Disclaimers, etc. (a) The Issuer shall be liable for and shall reimburse and indemnify the Security Agents and hold the Security Agents and their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suits, costs, disbursements or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture or being Security Agents hereunder (including but not limited to Losses incurred by the Security Agents in connection with their successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their part), provided, however, that nothing contained herein shall require the Security Agents or their respective officers, directors, agents, employees or representatives to be indemnified for Losses caused by its or their own gross negligence or willful misconduct.

(b) No provision of this Indenture and the Security Documents shall require any Security Agent to expend or risk its own funds or otherwise incur any financial

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liability in the performance of any of its duties hereunder or under the Security Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it.

(c) The Security Agents shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Security Agents under any of the Security Documents and/or the relationship established by this Indenture, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Security Agents that such losses were the result of acts or omission on the part of the Security Agents or their respective officers, directors, agents, employees and representatives constituting gross negligence or willful misconduct.

(d) Without prejudice to any other provision of this Article XI, the Security Agents and the Issuer agree that the Trustee shall have no liability to the Security Agents or the Issuer (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenture.

Section 11.7 Illegality; No inconsistency. Nothing in this Indenture or the Security Documents shall require the Security Agents to take any action which may be inconsistent with, or in violation of any laws, rules or regulations in force in the jurisdiction where the Security Agents are located.

Section 11.8 Rights of Trustee, the Security Agents and the Paying Agents. The Trustee, the Security Agents and the Paying Agents may continue to make payments on the Notes (and the Security Agents may pay any monies received by it in respect of the Security Documents to the Trustee or as it may direct or to a Paying Agent for distribution to Holders) and shall not be charged with the knowledge of existence of facts that prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the Trustee or an officer of the Security Agent within the department of the Security Agent responsible for administering the security created by the Security Documents receives notice in writing satisfactory to it that payments may not be made under this Article XI.

Section 11.9 Release of Collateral. (a) Liens on Collateral securing the Notes and the Guarantees (other than the Intercompany Loans) shall be automatically and unconditionally released:

(i) in connection with any sale or other disposition of Collateral if the sale or other disposition does not violate Section 4.12(a) (Asset Sales) and, if the Collateral is stock of a Guarantor, in connection with any merger, consolidation, amalgamation or other combination in which such Guarantor is not the surviving corporation if the transaction does not violate Section 4.20 (Merger, Consolidation or Sale of Assets);

(ii) if the Collateral is an asset of a Guarantor (or one of its Subsidiaries) that is to be designated as an Unrestricted Subsidiary, upon designation of the Guarantor as an Unrestricted Subsidiary in accordance with Section 4.25 (Designation of Restricted and Unrestricted Subsidiaries);

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(iii) if the Collateral is an asset of a Guarantor (or one of its Subsidiaries) that is to be released from its Guarantee pursuant to the terms of this Indenture, upon release of the Guarantor from its Guarantee;

(iv) in accordance with the Security Documents (as in effect on the Issue Date or as amended, supplemented or otherwise modified after the Issue Date) upon the occurrence of an enforcement action;

(v) upon legal defeasance or satisfaction and discharge of the Notes in accordance with Section 8.2 (Legal Defeasance and Discharge) or Section 8.5 (Satisfaction and Discharge of the Indenture);

(vi) as described in Article IX (Amendments, Supplements and Waiver).

(b) The Security Agents are authorized to release and each Holder, by accepting a Note, is deemed to authorize the Security Agents to release (and the Security Agents will, at the request of the Parent or Issuer, release) the security interest in all or any portion of the Collateral in connection with the granting of any Permitted Collateral Lien as contemplated in Section 4.9 (Limitation on Liens). The Issuer or the relevant Guarantor shall re-grant to the Security Agents or the Trustee and the Security Agents, immediately after such Permitted Collateral Lien is granted, a security interest in such released Collateral; provided that: (i) the release and re-taking of any security interest in the Collateral in accordance with the terms of this Section 11.9(b) shall only be undertaken to the extent necessary, as determined in good faith by the Issuer or the relevant Guarantor (which determination shall be conclusive) to be required to grant the Permitted Collateral Lien; and (ii) the Issuer or the relevant Guarantor shall provide the Security Agents or the Trustee with an Opinion of Counsel regarding the validity and enforceability of any security interest securing the Notes that is re-taken, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by such counsel to be necessary or appropriate, including in light of applicable law.

(c) The Trustee and/or the Security Agents are hereby authorized, without the consent of any Holder, to take all necessary actions to effectuate any release in accordance with this Section 11.9. The Trustee and/or the Security Agents are hereby authorized, without the consent of any Holder, to take all necessary actions to effectuate any amendment, extension, renewal, restatement, supplement, modification or replacement of the Indenture (and release or cancel or otherwise terminate any Security Document replaced or restated pursuant thereto) in compliance with Section 4.24 (Impairment of Security Interest). At the request and expense of the Issuer or any Guarantor, the Trustee and/or the Security Agents shall execute any document reasonably requested to evidence such release and discharge.

(d) To the extent a proposed release of Collateral is not automatic and requires the action by the Trustee or the Security Agents, the Issuer and each Guarantor will furnish to the Trustee and the Security Agents, prior to each proposed release of such Collateral pursuant to the Security Documents and this Indenture:

(i) an Officers’ Certificate requesting such release;

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(ii) an Officers’ Certificate and an Opinion of Counsel, in compliance with Sections 12.2 and 12.3 to the effect that all conditions precedent provided for in this Indenture and the Security Documents to such release have been complied with;

(iii) a form of such release (which release shall be in form reasonably satisfactory to the Trustee and Security Agents and shall provide that the requested release is without recourse or warranty to the Trustee and Collateral Agent); and

(iv) upon qualification of the Indenture under the TIA subject to and only to the extent applicable pursuant to Section 11.1(i), any other documents or instruments required to be delivered pursuant to TIA §314(d).

(e) Upon compliance by the Issuer or the Guarantors, as the case may be, with the conditions precedent set forth above, and upon delivery by the Issuer or such Guarantor to the Trustee and Security Agent of an Opinion of Counsel to the effect that such conditions precedent have been complied with, the Trustee or the Security Agent shall promptly cause to be released and reconveyed to the Issuer, or the Guarantors, as the case may be, the released Collateral.

(f) For purposes of the TIA, the release of any Collateral from the terms of the Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof or affect the Lien of this Indenture or the Security Documents if and to the extent the Collateral is released pursuant to this Indenture and the Security Documents or upon the termination of this Indenture.

Section 11.10 Authorization of Actions to be Taken by the Security Agents Under the Security Documents. (a) The Security Agents will distribute all funds distributed under the Security Documents and received by the Security Agents for the benefit of the Secured Parties under the Security Documents and in accordance with the provisions of the Security Documents.

(b) The Security Agents will have power to institute and maintain such suits and proceedings as it may deem necessary or expedient to prevent any impairment of the secured assets pursuant to the Security Documents by any acts that may be unlawful or in violation of any of the Security Documents or this Indenture and such suits and proceedings as the Security Agents may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders under each of the Security Documents and this Indenture (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with such enactment, rule or order would impair the security interest hereunder or under the Security Documents or be prejudicial to the Trustee, the Holders or the Security Agents).

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Section 11.11 Authorization of Receipt of Funds by the Security Agents Under the Security Documents. The Security Agents are each authorized to receive any funds as agent for and for the benefit of the Trustee and the Holders distributed under any of the Security Documents.

Section 11.12 Trustee’s and Security Agents’ Compensation Not Prejudiced. Nothing in this Article shall apply to the claims of, or payments to, the Trustee under or pursuant to Section 7.6 (Compensation and Indemnity) or to those of the Security Agents under Sections 11.5 (Fees, etc) and 11.6 (Indemnification: Disclaimers, etc).

Section 11.13 Creation of Parallel Obligations. (a) Each Holder, by accepting a Note, acknowledges, agrees and confirms that the Security Agents and any other agent under the Security Documents shall have the right to enforce the Parallel Obligations (as defined in Section 11.13(b) (1)) as third-party beneficiaries to this Indenture, subject to any intercreditor agreements permitted under this Indenture.

(b) For the purposes of (i) creating a Lien over the Collateral in or subject to the laws of Poland, Hungary, The Netherlands and Austria (and such other jurisdictions as the Security Agents and the Issuer (each acting reasonably) agree) (together, the “Agreed Jurisdictions”) and (ii) ensuring the continued validity of each such Lien, each of the Security Agents, the Issuer, the Guarantors, the Trustee and each Holder by acceptance of the Notes agrees that:

(i) the Issuer and each Guarantor shall be irrevocably and unconditionally obligated to pay to the Security Agents amounts equal to, and in the currency of, its Principal Obligations (as defined in Section 11.13(e)) as and when the same fall due for payment under the Notes and this Indenture in so far as it relates to the Notes (“Parallel Obligations”) provided that the total amount of the Parallel Obligations of the Issuer and the Guarantors shall never exceed the total amount of the Principal Obligations of the Issuer and the Guarantors;

(ii) the rights of the Holders to receive payment of the Principal Obligations are several from the rights of the Security Agents to receive payments of the Parallel Obligations;

(iii) the Security Agents shall have their own independent right to demand payment of the Parallel Obligations by the Issuer and each of the Guarantors upon the occurrence and during the continuance of an unremedied and unwaived Event of Default, provided that the Trustee or the Holders have already declared the principal of and accrued but unpaid interest on all of the Notes to be due and payable in accordance with Section 6.2 (Acceleration) and such declaration of acceleration has not been annulled, waived or rescinded pursuant to Section 6.2 (Acceleration);

(iv) any payment by the Issuer or any Guarantor of its Parallel Obligations to the Security Agents in accordance with this Section 11.13 (whether through payment by the Issuer, the Guarantors or through any Lien held

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by the Security Agents securing the Parallel Obligations or otherwise) shall be a good discharge of the corresponding Principal Obligations owed by it and, similarly, any payment by the Issuer or any Guarantor in respect of its Principal Obligations (whether through payment by the Issuer, the Guarantors or through enforcement of any Lien held by the Security Agents securing the Principal Obligations or otherwise) shall discharge its corresponding Parallel Obligations owed to the Security Agents under this Section 11.13;

(v) nothing in this Section 11.13 shall in any way limit the Security Agents’ right to act in the protection or preservation of, the rights under, or to enforce any, Security Document as contemplated by this Indenture or the relevant Security Document; and

(vi) the Security Agents may not assign, transfer or dispose of the Parallel Obligations other than to successor Security Agents appointed in accordance with the terms of this Indenture.

(c) Without limiting or affecting the Security Agents’ rights against the Issuer and the Guarantors (whether under this Section 11.13 or under any other provision of this Indenture, the Notes, the Guarantees or the Security Documents and subject to the following paragraph), the Security Agents agree with the Trustee and each Holder (on a several basis) that they will not exercise their respective rights in respect of the Parallel Obligations except with the consent of the Trustee or such Holder, as applicable.

(d) Nothing in this Section 11.13 shall in any way negate or affect the obligations of the Issuer and the Guarantors to the Holders under this Indenture, the Notes, the Guarantees or the Security Documents provided that, for the avoidance of any doubt, the clause (4) of Section 11.13(b) above shall discharge the corresponding Principal Obligations of the Issuer and the Guarantors.

(e) For the purposes of this Section 11.13, “Principal Obligations” means, in respect of each Agreed Jurisdiction and in relation to the Issuer or any Guarantor, any sums owing by it under the Notes and this Indenture in so far as it relates to the Notes (whether to the Holders, the Trustee or the Security Agents).

(f) For purposes of this Section 11.13, the Security Agents act in their own name and stead and not as agents or trustees of any Holder, and each Guarantee of, and the security granted under the Security Documents to the Security Agents to secure the Parallel Obligations is granted to the Security Agents in their capacity as direct creditors in respect of the Parallel Obligations, and not as trustees or agents for the Holders. Each of the Security Agents undertakes to pay to the Holders an amount equal to any amount collected or received by it from the Issuer and/or the Guarantors which it has applied in reduction of the Parallel Obligations as if the corresponding Principal Obligations had not been discharged pursuant to Section 11.13(b)(4) hereof.

11.14 Flagged Security. (a) Neither Security Agent shall be required to accept any security or its perfection if it is of a type or in a jurisdiction which such Security Agent determines does not meet or comply with its internal regulations or policies or with any law or regulation, or which might impose liabilities on such Security Agent (such security being the “Flagged Security”).

(b) The Issuer shall ensure that any Flagged Security is granted to the other of the Security Agent or Polish Security Agent, as applicable, or if such Flagged Security is not acceptable to either of the Security Agents, to such other security agent (which shall be a reputable institution that customarily performs security agency roles in financing transactions) nominated by it and approved by the Trustee (the “Additional Security Agent”). The Additional Security Agent shall be appointed on the same terms, and have the same rights, protections, duties and obligations, as the Security Agent and the Polish Security Agent, and references to the Security Agents shall include the Additional Security Agent.

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ARTICLE XII

MISCELLANEOUS

Section 12.1 Notices. (a) All notices or other communications required or permitted to be given under this Agreement shall be in English and in writing and shall be deemed duly given (i) on the date of confirmation of receipt, if delivered personally, (ii) on the date of confirmation of receipt (or the first business day following such receipt if the date is not a business day) of transmission by facsimile or (iii) on the date of confirmation of receipt (or the first business day following such receipt if the date is not a business day), if delivered by overnight courier service guaranteeing next day delivery, in each case when received at the following addresses until such time as the parties hereto designate a different or additional address or addresses or facsimile number:

if to the Parent and/or any Guarantors:

Central European Distribution Corporation

Two Bala Plaza, Suite 300 Bala Cynwyd, PA 19004 U.S.A.

Facsimile: +48 22 455 1810

Attention: Chris Biedermann, Chief Financial Officer

with a copy to:

Skadden, Arps, Slate, Meagher and Flom (UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Attention: Scott Simpson, Esq.

if to the Trustee:

U.S. Bank National Association

[ ]

if to the Polish Security Agent:

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London, EC2N 2DB

United Kingdom

Facsimile: +44 (0) 207 547 6149

Attention: Trust and Security Services

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if to the Paying Agent, Transfer Agent or Registrar:

Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, Mailstop NYC60-2710

New York, NY 10005

United States of America

Facsimile: +1 732 578 4635

Attention: Corporates Teams Deal Manager - CEDC

with a copy to:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Agency Services

100 Plaza One

Mail Stop JCY03-0699

Jersey City, NJ 07311

Facsimile: +1 732 578 4635

Attention: Corporates Team Deal Manager - CEDC

if to the Security Agent:

TMF Trustee Limited Pellipar House

1st Floor 9 Cloak Lane

London, EC4R 2RU United Kingdom

Facsimile: +44 (0) 207 367 8959

Attention: The Directors

Any notice or communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means at such Person’s address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

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(b) Notices regarding the Notes will be sent to the Trustee. Notices to Holders will be validly given if mailed to them at their respective addresses in the register of Holders, if any, maintained by the Registrar. In addition, so long as any of the Notes are listed on the Irish Stock Exchange and the rules of such stock exchange so require, notices will be published in a leading newspaper having general circulation in Ireland or, if in the opinion of the Trustee such publication is not practicable, in an English language newspaper having general circulation in Europe. For so long as any Notes are represented by Global Notes, all notices to Holders will be delivered to DTC, as appropriate, each of which will give notice of such notice to the Holders of the Book-Entry Interests. In the case of Definitive Notes, all notices to Holders will be validly given if mailed to them at their respective addresses in the register of the Holders, if any, maintained by the Registrar. Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made; provided that, if notices are mailed, such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. Any notice or communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to him if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 12.2 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any Guarantor to the Trustee or any Agent to take any action under this Indenture, the Issuer or any Guarantor shall furnish to the Trustee or such Agent their request:

(a) an Officers’ Certificate, in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.3 (Statements Required in Certificate or Opinion)) or such Agent, stating that, in the opinion of the signers thereof, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied or complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.3 (Statements Required in Certificate or Opinion)) or such Agent, stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, provided for in this Indenture and relating to the proposed action have been satisfied or complied with.

In any case where several matters are required to be certified by, or covered by an Opinion of Counsel of, any specified Person, it is not necessary that all such matters be certified by, or covered by the Opinion of Counsel of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an Opinion of Counsel with respect to some matters and one or more such Persons as to other matters, and any such Person may certify or give an Opinion of Counsel as to such matters in one or several documents.

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Any certificate of an Officer of the Issuer or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, that such Opinion of Counsel with respect to the matters upon which his certificate is based are erroneous. Any Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon a certificate of, or representations by, an officer or officers of the Issuer or any Guarantor stating that the information with respect to such factual matters is in the possession of the Issuer or any Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, such instruments may, but need not, be consolidated and form one instrument.

Section 12.3 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with.

Section 12.4 Rules by Trustee, Paying Agents (Including Principal Paying Agent), Registrar. The Trustee, Paying Agent (including the Principal Paying Agent) or Registrar may make reasonable rules for its functions.

Section 12.5 Legal Holidays. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

Section 12.6 Governing Law. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 12.7 Consent to Jurisdiction and Service of Process. To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any U.S. federal or New York state court located in

123

the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any legal action, suit or proceeding based on or arising out of or under or in connection with this Indenture, the Notes, the Guarantees and any related documents, and irrevocably agrees that all claims in respect of such legal action, suit or proceeding may be determined in any such court. Each of the Issuer and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York, 10011, USA (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. The Issuer and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Issuer and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner.

The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby.

The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Section 12.8 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of any of the Issuer or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.9 No Personal Liability of Directors, Officers, Employees and Stockholders. No director or member of a supervisory board or analogous board or body, and no officer, employee, incorporator or shareholder of the Issuer, the Parent or any other Guarantor shall have any liability for any obligations of the Issuer, the Parent or any other Guarantor under the Notes, this Indenture, the Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under U.S. federal securities laws.

Section 12.10 Judgment Currency. U.S. dollars is the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under the Notes, any Guarantee thereof and this Indenture. Any amount received or recovered in currency other than U.S. dollars

124

in respect of the Notes, whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer’s or the Guarantor’s obligation under this Indenture or the Notes, as the case may be, only to the extent of the U.S. dollar amount which the recipient is able to purchase with the amount so received or recovered in other currency in accordance with normal banking procedures on the first Business Day following that receipt or recovery (or, if it is not possible to make that purchase on that date, on the first date on which it is possible to do so). If that U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient under any Note, the Issuer and each Guarantor, jointly and severally, shall indemnify and hold harmless the recipient from and against all loss or damage arising out of, or as a result of, such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Indenture, the Dollar Notes or the Guarantees, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Section 12.11 Currency Calculation. Except as otherwise expressly set forth herein, for purposes of determining compliance with any dollar-denominated restriction herein, the dollar-equivalent amount for purposes hereof that is denominated in a non-dollar currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-dollar amount is incurred or made, as the case may be.

Section 12.12 Additional Information. Copies of this Indenture, the form of Notes and Guarantees and the Security Documents (when available) will be made available without charge by writing to Central European Distribution Corporation, Two Bala Plaza, Suite 300, Bala Cynwyd, PA 19004, Attention: Company Secretary.

Section 12.13 Successors. All agreements of the Issuer and the Guarantors in this Indenture, the Notes and the Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successor. All agreements of the Security Agent in this Indenture and the Security Documents shall bind its successor.

Section 12.14 Counterpart Originals. All parties hereto may sign any number of copies of this Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent one and the same agreement.

Section 12.15 Severability. In case any one or more of the provisions in this Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 12.16 Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

125

Section 12.17 Waiver of Jury Trial. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 12.18 USA PATRIOT Act Section 326 Customer Identification Program. The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Agreement agree that they will provide to the [Trustee and Agents] such information as it may request, from time to time, in order for the [Trustee and Agents] to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

Section 12.19 Communication by Holders with other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Agent, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 12.20 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

126

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the date first written above.


CEDC FINANCE CORPORATION INTERNATIONAL, INC. as the Issuer

		By:
		Name:
		Title:

CENTRAL EUROPEAN DISTRIBUTION CORPORATION as the Parent

		By:
		Name:
		Title:

BOLS HUNGARY KFT. as a Guarantor

		By:
		Name:
		Title:

BRAVO PREMIUM LLC as a Guarantor

		By:
		Name:
		Title:

		By:
		Name:
		Title:

127


CEDC FINANCE CORPORATION, LLC
as a Guarantor

		By:
		Name:
		Title:

JELEGAT HOLDINGS LIMITED as a Guarantor

		By:
		Name:
		Title:

JSC “DISTILLERY TOPAZ” as a Guarantor

		By:
		Name:
		Title:

JSC “RUSSIAN ALCOHOL GROUP” as a Guarantor

		By:
		Name:
		Title:

LIMITED LIABILITY COMPANY “THE TRADING HOUSE RUSSIAN ALCOHOL” as a Guarantor

		By:
		Name:
		Title:

128


LION/RALLY LUX 1 S.A. as a Guarantor

		By:
		Name:
		Title:

LION/RALLY LUX 2 S.À.R.L. as a Guarantor

		By:
		Name:
		Title:

LION/RALLY LUX 3 S.À.R.L. as a Guarantor

		By:
		Name:
		Title:

		By:
		Name:
		Title:

MID-RUSSIAN DISTILLERIES as a Guarantor

		By:
		Name:
		Title:

OOO “FIRST TULA DISTILLERIES” as a Guarantor

		By:
		Name:
		Title:

129


OOO “GLAVSPIRTTREST” as a Guarantor

		By:
		Name:
		Title:

PASALBA LIMITED as a Guarantor

		By:
		Name:
		Title:

130


ZAO SIBIRSKY LVZ as a Guarantor

		By:
		Name:
		Title:

U.S. BANK NATIONAL ASSOCIATION as Trustee

		By:
		Name:
		Title:

		By:
		Name:
		Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS by Deutsche Bank National Trust Company as Registrar, Transfer Agent, and Principal Paying Agent

		By:
		Name:
		Title:

		By:
		Name:
		Title:

131


DEUTSCHE BANK LUXEMBOURG S.A. as Registrar, Transfer Agent and Paying Agent

		By:
		Name:
		Title:

		By:
		Name:
		Title:

DEUTSCHE BANK AG, LONDON BRANCH as Polish Security Agent

		By:
		Name:
		Title:

		By:
		Name:
		Title:

TMF TRUSTEE LIMITED as Security Agent

		By:
		Name:
		Title:

132

SCHEDULE I TO THE INDENTURE

INITIAL GUARANTORS


	NAME	JURISDICTION OF INCORPORATION

1	Bols Hungary Kft.	Hungary

2	Bravo Premium LLC	Russia

3	CEDC Finance Corporation, LLC	United States of America

4	Central European Distribution Corporation	United States of America

5	CEDC International Sp. z o.o.	Poland

6	Jelegat Holdings Limited	Cyprus

7	JSC “Distillery Topaz”	Russia

8	JSC “Russian Alcohol Group”	Russia

9	Limited Liability Company “The Trading House Russian Alcohol”	Russia

10	Lion/Rally Lux 1 S.A.	Luxembourg

11	Lion/Rally Lux 2 S.à.r.l.	Luxembourg

12	Lion/Rally Lux 3 S.à.r.l.	Luxembourg

13	Mid-Russian Distilleries	Russia

14	OOO “First Tula Distilleries”	Russia

15	OOO “Glavspirttirest”	Russia

16	Pasalba Limited	Cyprus

17	PWW Sp. z o.o.	Poland

18	Sibirsky LVZ	Russia

133

EXHIBIT A

TO THE INDENTURE

[FORM OF FACE OF NOTE]

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933.

EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN AGREES THAT IT WILL DELIVER TO EACH PURCHASER OF THIS NOTE OR BOOK-ENTRY INTERESTS HEREIN A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

[in the case of Global Notes, insert:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(b) OF THE INDENTURE AND (B) THIS GLOBAL NOTE MAY BE DELIVERED IN ACCORDANCE WITH SECTIONS 2.6(b) AND 2.6(f) OF THE INDENTURE TO THE U.S. REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.]

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

6.5% Senior Secured Note due 2020

CUSIP:

ISIN:

No. $

CEDC FINANCE CORPORATION INTERNATIONAL, INC., a company incorporated under the laws of Delaware (the “Issuer”, which term includes any successor corporation), for value received promises to pay Cede & Co. or registered assigns upon surrender hereof the principal sum of $ , subject to such changes as shall be indicated on Schedule A hereof,] on April 30, 2020.

Interest Payment Dates: April 30 and October 31, commencing April 30, 2014.

Record Dates: April 15 and October 15 immediately preceding each Interest Payment Date.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officers.


CEDC FINANCE CORPORATION INTERNATIONAL, INC., as the Issuer

By:
Name:
Title:

By:
Name:
Title:


This is one of the Notes referred to in the within-mentioned Indenture.

Authenticated By:

DEUTSCHE BANK TRUST COMPANY AMERICAS, by Deutsche Bank National Trust Company, as Registrar

By:
Name:
Title:

By:
Name:
Title:

[FORM OF REVERSE OF NOTE]

CEDC FINANCE CORPORATION INTERNATIONAL, INC.

6.5% Senior Secured Note due 2020

(1) Interest. CEDC FINANCE CORPORATION INTERNATIONAL, INC., a company incorporated under the laws of Delaware (the “Issuer”), promises to pay interest on the principal amount of this Dollar Note at the rate and in the manner specified below. Interest on the Dollar Notes will accrue at the rate of 6.5% per annum and will be payable semiannually in arrears on April 30 and October 31, commencing on April 30, 2014. The Issuer will make each interest payment to the Holders of record on the immediately preceding April 15 and October 15. Interest on the Notes will accrue from (and including) [ ]. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If the due date for any payment in respect of any Dollar Note is not a Business Day at the place in which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay.

The Issuer shall pay, to the extent such payments are lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by the Dollar Notes plus 1.0% per annum. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2) Withholding Tax Gross Up on Non-U.S. Guarantees. All payments made by any of the non-U.S. Guarantors with respect to any Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which any non-U.S. Guarantor (including any successor entity), is then incorporated, engaged in business or resident for tax purposes or any jurisdiction by or through which payment is made or any political subdivision thereof or therein (each, a “Tax Jurisdiction”), will at any time be required to be made from, or any Taxes are imposed directly on any Holder or beneficial owner of the Notes on, any payments made by any of the non-U.S. Guarantors with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the relevant non-U.S. Guarantor, will pay such additional amounts as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder (including such additional amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding, deduction or imposition; provided, however, that no such additional amounts will be payable with respect to:

(A) any Taxes that would not have been imposed but for the Holder or the beneficial owner of the Notes being a citizen or resident or national of, incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which such Taxes are imposed other than by the

mere acquisition, holding, ownership or disposition of such Note or enforcement or exercise of any rights thereunder or the receipt of payments in respect thereof or any other connection with respect to the Notes;

(B) any Taxes that are imposed or withheld as a result of the failure of the Holder of the Notes or beneficial owner of the Notes to comply with any written request, made to that Holder or beneficial owner in writing at least 90 days before any such withholding or deduction would be payable, by any of the non-U.S. Guarantors (or their agents) to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirement, that is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of such Taxes;

(C) any Note presented for payment (where Notes are in the form of Definitive Notes and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to such additional amounts had the note been presented on the last day of such 30 day period);

(D) any estate, inheritance, gift, sale, transfer, personal property or similar tax or assessment;

(E) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;

(F) any Note presented for payment by or on behalf of a Holder of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a European Union Member State; or

(G) any Taxes imposed under Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder or official governmental interpretations thereof (collectively, “FATCA”), to the extent that such Taxes would not have been imposed but for the failure by a Holder of Notes to (i) comply with applicable reporting and other requirements under FATCA and/or (ii) provide, upon reasonable demand by the Paying Agent, and at the time or times prescribed by applicable law, any form, document or certification required under FATCA, which, if provided, would establish that the payments are exempt from withholding under FATCA; or

(H) any combination of items (A) through (G) above.

(3) Method of Payment. The Issuer shall pay interest on the Notes (except defaulted interest) to the Person in whose name this Note is registered at the close of business on the Record Date for such interest. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer shall pay principal and interest in U.S. dollars. Principal of, premium and interest on Notes held in global form will be payable at the corporate office of the Paying Agent. The Paying Agent will, in turn, make such payments to DTC, which will in turn distribute such payments in accordance with its procedures. Principal of, or premium and interest on any Definitive Notes will be payable at the corporate trust office or agency of the Paying Agent in New York, as maintained for such purposes. In addition, interest on the Definitive Notes may be paid by check mailed to the Person entitled thereto as shown on the register for the Definitive Notes. If, for so long as the Notes are listed on the Global Exchange Market of the Irish Stock Exchange, the rules of such stock exchange so require, the Issuer shall maintain one or more paying agents for the Notes in Dublin, Ireland where the Notes may be presented for

payment. Currently the rules of the Irish Stock Exchange do not require an Irish Paying Agent. Immediately available funds for the payment of the principal of, premium, if any, and interest on this Note due on any interest payment date, Maturity Date, Redemption Date or any other payment date will be made available to the Paying Agent prior to 10.00 a.m. New York City time on the Business Day immediately preceding each interest payment date, Maturity Date, Redemption Date or any other payment date to permit the Paying Agent to pay such funds to the holders on such respective dates.

(4) Paying Agent and Registrars. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent and Registrar. In the event that a Paying Agent or Registrar is replaced, the Issuer will provide notice thereof in accordance with Section 12.1 of the Indenture. The Issuer, any Guarantor or any of their Subsidiaries may act as Paying Agent or Registrar for the Notes. The Issuer may change Paying Agent or Registrar without prior notice to the Holders but with notice to the Trustee.

(5) Indenture. The Issuer issued the Notes under an Indenture, dated as of [ ] (the “Indenture”), among the Issuer, the Guarantors, U.S. Bank National Association, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and Polish Security Agent, Deutsche Bank Trust Company Americas as Registrar, Paying Agent and Transfer Agent, and TMF Trustee Limited as Security Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 6.5% Senior Secured Notes due 2020 (the “Notes”). Terms defined in the Indenture and not defined herein shall have the meanings ascribed to them in the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of them. The Notes are senior obligations of the Issuer. The Notes are not limited in aggregate principal amount and Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount that will be issued at the Issue Date will not exceed $500 million. Each Holder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture and the Security Documents, as the same may be amended from time to time.

In the event of any inconsistency between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control and govern.

To guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Guarantor has unconditionally guaranteed such obligations on a senior basis pursuant to the terms of the Indenture.

(6) Ranking. The Notes will be senior obligations of the Issuer and rank senior in right of payment to all existing and future Indebtedness of the Issuer that is expressly subordinated to the Notes. In addition, the Notes have the benefit of the Guarantees and the Security Documents.

(7) Optional Redemption. The Issuer may on any one or more occasions redeem all or part of the Notes issued under the Indenture at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.

(8) Notice of Redemption. Notice of redemption will be given at least 30 days but not more than 60 days before the Redemption Date in accordance with Section 12.1 of the Indenture.

No Notes in denominations of $2,000 or less may be redeemed in part. If fewer than all of the Notes are to be redeemed at any time, the Trustee or the Registrar (as applicable) shall select Notes for redemption on a pro rata basis by lot or by such other method as required by law or mandatory requirements, rules or regulations of the Clearing Systems; provided that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $1,000. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided in the Indenture, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee or the Registrar (as applicable) shall not be liable for any such selections.

Except as set forth in the Indenture, if monies sufficient to pay the Redemption Price plus accrued and unpaid interest, if any, on all Notes to be redeemed shall have been deposited with the Paying Agents prior to 10:00 a.m. New York City time on the Business Day immediately preceding the Redemption Date, then, unless the Issuer defaults in the payment of such Redemption Price plus accrued and unpaid interest, if any, interest on the Dollar Notes or portions of Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment, and the only right of the holders of such Notes will be to receive payment of the Redemption price.

(9) Change of Control. If a Change of Control occurs, the Issuer must offer to repurchase all the Notes pursuant to an offer on the terms set forth in the Indenture (“Change of Control Offer”). In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Dollar Notes repurchased to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer and the Parent will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, compliance by the Issuer and the Parent with the applicable securities laws and regulations will not be deemed to be in breach of their obligations under the Change of Control provisions of the Indenture.

(10) Assets Sales. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the Indenture will constitute “Excess Proceeds” on the 366th day after consummation of the Asset Sale. When the aggregate amount of Excess Proceeds exceeds $30.0 million, within 10 days thereof, the Issuer and the Parent will make an offer (an “Asset Sale Offer”) to all Holders of Notes and, to the extent the Issuer and the Parent elect, to all holders of

other Indebtedness that ranks pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer in respect of the Notes will be equal to and, in the case of pari passu Indebtedness the offer price will be no more than, 100% of the principal amount of the Notes or pari passu Indebtedness plus accrued and unpaid interest to the date of purchase, and will be payable in cash in accordance with the procedures set out in the Indenture or the agreements governing the pari passu Indebtedness, as applicable, in each case in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Asset Sale Offer, insofar as it relates to the Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Asset Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale Offer period (the “Asset Sale Purchase Date”) the Issuer or the Parent will purchase the principal amount of Notes and to the extent the Issuer or the Parent elects, pari passu Indebtedness, required to be purchased by it pursuant to this covenant, or if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and pari passu Indebtedness validly tendered in response to the Asset Sale Offer.

To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, compliance by the Issuer and the Parent with the applicable securities laws and regulations will not be deemed to be in breach of their obligations under the Asset Sale provisions of the Indenture.

(11) Denominations; Form. The Notes are in registered form, without coupons, in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

(12) Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes, subject to the terms of the Indenture.

(13) Unclaimed Funds. Any money held by the Trustee or any Paying Agent in trust for the payment of the principal of, premium, if any, and interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, and interest, if any, that has become due and payable shall be paid to the Issuer upon an Issuer Order or if then held by the Issuer shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, shall thereupon cease. Claims against the Issuer for the payment of principal or interest, if any, on the Notes will become void unless presentment for payment is made (where so required in this Indenture) within, in the case of principal, if any, a period of ten years, or, in the case of interest, a period of five years, in each case from the applicable original payment date therefor.

(14) Legal Defeasance and Covenant Defeasance. The Issuer and the Guarantors may be discharged from their obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”), and may be discharged from their obligations to comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture.

(15) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Notes, any of the Security Documents or the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes, any of the Security Documents or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of each Holder of the then outstanding principal amount of Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Dollar Note or reduce the premium payable upon the redemption or repurchase of any Dollar Note or change the time at which any Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Dollar Note payable in money other than that stated in the Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of each Holder of the then outstanding principal amount of Dollar Notes outstanding; (F) impair the right of any Holder of Notes to receive payments of principal of, or interest or premium on, the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions.

Without the consent of any Holder of Notes, the Issuer, the Guarantors, the Trustee and/or the Security Agent may amend or supplement the Indenture, the Notes, the Guarantees or the Security Documents to cure any ambiguity, mistake, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption by a successor Person of the Issuer’s or a Guarantor’s obligations to Holders of Notes and Guarantees pursuant to the Indenture, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal

rights under the Indenture, the Notes, the Guarantees or the Security Documents of any such Holder in any respect, to conform the text of the Indenture, the Guarantees, the Security Documents, the Intercompany Loans or the Notes to any provision of the “Description of New Secured Notes” in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization dated February 22, 2013 relating to the offering of the Notes, to the extent that such provision in such “Description of New Secured Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (and any intercreditor agreement) to accommodate and implement such issuance of Additional Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Indenture or Security Documents of a successor Trustee or Security Agent pursuant to the requirement thereof, or to the extent necessary to provide for the granting of a security interest for the benefit of any Person (including any release and re-grant of a Lien) and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or replacement does not violate such covenant.

(16) Restrictive Covenants. The Indenture imposes certain covenants that, among other things, limit the ability of the Issuer and its Restricted Subsidiaries to incur additional Indebtedness, make certain distributions and Restricted Payments, create certain Liens, enter into certain transactions with Affiliates and third parties, make certain Asset Sales, and consummate certain mergers and consolidations or sales of all or substantially all assets. The limitations are subject to a number of important qualifications and exceptions specified in the Indenture. The Issuer must annually report to the Trustee on compliance with such limitations.

(17) Successors. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations.

(18) Events of Default and Remedies. If an Event of Default (other than an Event of Default specified in clauses (10) and (11) of Section 6.1 of the Indenture) occurs and is continuing, all outstanding Dollar Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes may declare all the Notes to be due and payable immediately in the manner and with the effect provided in the Indenture.

Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee

may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless: (A) such Holder has previously given the Trustee notice that an Event of Default is continuing; (B) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy; (C) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense; (D) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (E) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes.

(19) Trustee Dealings with the Issuer. The Trustee or any Agent in its respective individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries, or their respective Affiliates with the same rights it would have if it were not the Trustee or an Agent. Any Agent may do the same with like rights.

(20) No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder of the Issuer, the Parent or any other Guarantor, as such, shall have any liability for any obligations of the Issuer, the Parent or any other Guarantors under the Notes, the Indenture, the Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the U.S. federal securities laws.

(21) Authentication. This Note shall not be valid until the Trustee or Authenticating Agent signs the certificate of authentication on this Note.

(22) Defined Terms. Unless otherwise defined herein, terms defined in the Indenture are used herein as defined therein.

(22) ISIN and CUSIP Numbers. The Issuer will cause ISIN and CUSIP numbers to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.

(23) Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[In the case of Global Notes, insert:

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount at maturity of this Note shall be $ . The following decreases/increases in the principal amount at maturity

of this Note have been made:


Date of Decrease/ Increase	Decrease in Principal Amount at Maturity	Increase in Principal Amount at Maturity	Total Principal Amount at Maturity Following such Decrease/Increase	Notation Made by or on Behalf of U.S. Paying Agent

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.12 (Asset Sales) and 4.16 (Change of Control) of the Indenture, check the appropriate box below:


¨		¨
Section 4.12		Section 4.16

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.12 (Asset Sales) or 4.16 (Change of Control) of the Indenture, state the amount you elect to have purchased:


		$
Date:		Your Signature:

		(Sign exactly as your name appears on the face of this Note)

		Tax Identification No.:
Signature Guarantee*:

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

ASSIGNMENT FORM

To assign this Note fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


Date:		Your Signature:

Sign exactly as your name appears on the other side of this Note.

EXHIBIT B

TO THE INDENTURE

FORM OF SUPPLEMENTAL INDENTURE

This Supplemental Indenture, dated as of [ ] (this “Supplemental Indenture”), among [name of additional Guarantor] (the “Additional

Guarantor”), 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), U.S. Bank National Association, 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 Registrar, the Transfer Agents, the Principal Paying Agent, the Polish Security Agent, and the Security Agent have heretofore executed and delivered an Indenture, dated as of [ ] (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $500,000,000 of 6.5% Senior Secured Notes due 2020 (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 Registrar, the Transfer Agent, 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 Guarantor, the Issuer, the Guarantors, the Trustee, the Registrar, the Transfer Agent, 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 Guarantor 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 Guarantor 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 Guarantor 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 Guarantor shall be given as provided in the Indenture to the Additional Guarantor, 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.


[NAME OF ADDITIONAL GUARANTOR],
as a Guarantor

By:

Name:
Title:

CEDC FINANCE CORPORATION INTERNATIONAL, INC. as the Issuer

By:

Name:
Title:

CENTRAL EUROPEAN DISTRIBUTION CORPORATION as the Parent

By:

Name:
Title:

U.S. BANK NATIONAL ASSOCIATION as Trustee

By:

Name:
Title:

By:

Name:
Title:


DEUTSCHE BANK AG, LONDON BRANCH
as Polish Security Agent

By:

Name:
Title:

By:

Name:
Title:

TMF TRUSTEE LIMITED as Security Agent

By:

Name:
Title:

SCHEDULE I

TO THE SUPPLEMENTAL INDENTURE

GUARANTORS


NAME		JURISDICTION OF INCORPORATION

EX-25.1 23 d483104dex251.htm STATEMENT OF ELIGILIBITY Statement of Eligilibity

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

Beverly A. Freeney

U.S. Bank National Association

100 Wall Street, Suite 1600

New York, New York 10005

(212) 951-6993

(Name, address and telephone number of agent for service)

CEDC Finance Corporation International, Inc.

(Issuer with respect to the Securities)

Delaware

94-3490116

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o Central European Distribution Corporation

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey

08054

(Address of Principal Executive Offices)

(Zip Code)

Senior Secured Notes Due 2020

(Title of the Indenture Securities)

Additional Obligors


Exact name of obligor as specified in its charter	Address of principal executive offices	State or other jurisdiction of incorporation or organization	I.R.S. taxpayer identification number
Central European Distribution Corporation	3000 Atrium Way, Suite 265 Mt. Laurel, New Jersey 08054	Delaware	54-1865271
CEDC International Sp. z.o.o.	c/o Central European Distribution Corporation ul. Kowanowska 48 64-600 Oborniki Wielkopolskie, Poland	Poland	—
CEDC Finance Corporation LLC	c/o CEDC Finance Corporation International, Inc. 3000 Atrium Way, Suite 265 Mt. Laurel, New Jersey 08054	Delaware	54-1865271
PWW Sp. z.o.o.	c/o Central European Distribution Corporation ul. Kowanowska 48 64-600 Oborniki Wielkopolskie, Poland	Poland	—
Jelegat Holdings Limited	c/o Central European Distribution Corporation Arch. Makariou III, 2-4 Capital Center, 9th Floor P.C. 1065, Nicosia Cyprus	Cyprus	—
OOO Glavspirttrest	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
Joint Stock Company Russian Alcohol Group	Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
Joint Stock Company “Distillery “Topaz”	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
Bravo Premium LLC	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
ZAO Sibirsky LVZ	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
OOO First Tula Distillery	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
Closed Joint Stock Company Mid-Russian Distilleries	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—


Limited Liability Company “The Trade House “Russian Alcohol”	c/o Russian Alcohol Group Novoorlovskaya street, building 5 119633 Moscow Russian Federation	Russian Federation	—
Bols Hungary Beverage Import & Distribution Ltd	c/o Central European Distribution Corporation ul. Kowanowska 48 64-600 Oborniki Wielkopolskie, Poland	Hungary	—
Lion/Rally Lux 1 S.A.	13-15 Av de la Liberte L-1931 Luxembourg	Luxembourg	—
Lion/Rally Lux 2 S.à.r.l.	13-15 Av de la Liberte L-1931 Luxembourg	Luxembourg	—
Lion/Rally Lux 3 S.à.r.l.	13-15 Av de la Liberte L-1931 Luxembourg	Luxembourg	—
Pasalba Limited	Theklas Lysioti 35 Eagle Star House, 5th Floor 3030 Limassol Cyprus	Cyprus	—

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of December 31, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 25th of February, 2013.


By:		/s/ Beverly A. Freeney
		Beverly A. Freeney
		Vice President

Exhibit 2

LOGO

Exhibit 3

LOGO

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 19, 2013


By:		/s/ Beverly A. Freeney
		Beverly A. Freeney
		Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2012

($000’s)


	12/31/2012
Assets
Cash and Balances Due From Depository Institutions	$	8,252,302
Securities		74,022,528
Federal Funds		74,234
Loans & Lease Financing Receivables		219,884,343
Fixed Assets		5,024,268
Intangible Assets		12,542,566
Other Assets		25,288,375

Total Assets	$	345,088,616

Liabilities
Deposits	$	253,686,214
Fed Funds		4,291,213
Treasury Demand Notes		0
Trading Liabilities		404,237
Other Borrowed Money		30,911,125
Acceptances		0
Subordinated Notes and Debentures		4,736,320
Other Liabilities		11,473,186

Total Liabilities	$	305,502,295

Equity
Common and Preferred Stock		18,200
Surplus		14,133,290
Undivided Profits		23,981,892
Minority Interest in Subsidiaries	$	1,452,939

Total Equity Capital	$	39,586,321

Total Liabilities and Equity Capital	$	345,088,616

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