WARRANT AGREEMENT AGREEMENT, dated as of this __ th day of _____, 1998, by and among Central European Distribution Corporation, a Delaware corporation, having its principal executive office at 211 North Union Street, #100, Alexandria, Virginia 22314...Warrant Agreement • December 16th, 1997 • Central European Distribution Corp • New York
AMENDMENT to the distribution agreement entered into in Warsaw, on July 3, 1997, by and between UDV Poland Sp.z o.o. and Carey Agri International.Distribution Agreement • April 17th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
EXHIBIT 1 CENTRAL EUROPEAN DISTRIBUTION CORPORATION 2,500,000 shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 17th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "Power of Attorney") to William V. Carey and or their duly designated substitutes -------- (individually, the...Custody Agreement • December 16th, 1997 • Central European Distribution Corp • New York
AMENDMENTAcquisition Agreement • May 17th, 1999 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
CONTRIBUTION AGREEMENTContribution Agreement • December 16th, 1997 • Central European Distribution Corp • Delaware
EXHIBIT 10.6 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this September 15, 1998 by and between Central European Distribution Corporation, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • March 30th, 1999 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Virginia
BETWEENInvestment Agreement • May 14th, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
ANDWarrant Agreement • July 16th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 2,000,000 shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 16th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
1,150,000 shares of Common Stock, par value $.01 per share and 1,150,000 redeemable Common Stock purchase warrantsUnderwriting Agreement • December 16th, 1997 • Central European Distribution Corp • New York
Exhibit 2.2 Share Purchase Agreement Signed on the 24 of April 2002 by and between: 1. Carey Agri International Poland Sp. z o.o. ("Carey Agri") whose registered seat is at ul. Bokserska 66A, 02-690 Warsaw, Poland, represented by William V.Carey, 2....Share Purchase Agreement • June 3rd, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
1. Willian Vernon Carey. 2. (no name written) 3. (no name written) (S) 1 The subject of the Agreement includes sales of spirit products by the Seller to the Purchaser, as well as a resale of returnable packagings by the Purchaser to the Seller....Sales Agreement • December 16th, 1997 • Central European Distribution Corp
ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 3rd, 2003 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
CENTRAL EUROPEAN DISTRIBUTION CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Rights Agreement Dated as of September 6, 2011Rights Agreement • September 7th, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
Rights Agreement (this “Rights Agreement”), dated as of September 6, 2011, by and between Central European Distribution Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
EXHIBIT 10.7 Carey Agri International Poland Sp. z.o.o. ul. Lubelska 13, 03-802 Warszawa Phone: 618-50-25 Fax: 618-02-38 Employment Contract Concluded on September 15, 1998 Between CAREY AGRI INTERNATIONAL POLAND SP. Z.O.O. with its registered seat in...Employment Contract • March 30th, 1999 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Exhibit 10.7 ------------ AGREEMENTSales Contract • March 22nd, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Territory" - is the territory of the Republic of Poland covered by the Distributor's commercial network. (S)2 Object of the Agreement 1. On October 16th, 2000 the Company grants the right to use the name of Authorized Distributor of UDV Polska...Distribution Agreement • March 22nd, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Form of] PURCHASE AGREEMENTPurchase Agreement • August 5th, 2005 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 3rd day of August, 2005 by and among Central European Distribution Corporation, a Delaware corporation (the “Company”), and the Investors listed on Schedule I attached hereto (each an “Investor” and collectively the “Investors”).
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 3,250,000 Shares of Common Stock Underwriting Agreement June 25, 2008Underwriting Agreement • June 27th, 2008 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Central European Distribution Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,250,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 325,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
LOGO]Employment Agreement • May 15th, 2000 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
AMENDED AND RESTATED VOTING AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of July 9, 2012Voting Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is entered into as of July 9, 2012, by and among Roust Trading Ltd., a Bermuda company, with its registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Investor”), Robert Koch (“Stockholder”), and, solely for the purposes of Section 4.7 hereof, Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended and Restated Securities Purchase Agreement (as defined below).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of October 13, 2011, (the “Effective Date”) by and between Central European Distribution Corporation, Inc., a Delaware corporation (the “Company”), and Christopher Biedermann (the “Officer”).
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 10,250,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 24th, 2009 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Central European Distribution Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 10,250,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell to the Underwriters, at the option of the Underwriters, up to an additional 1,025,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to collectively as the “Shares.” Jefferies & Company, Inc. and UniCredit CAIB Securities UK Ltd. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION Underwriting AgreementUnderwriting Agreement • March 7th, 2008 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Central European Distribution Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (the “Underwriter”) $310,000,000 principal amount of its 3.00% Convertible Senior Notes due 2013 (the “Securities”). The Securities will be convertible into cash and, if applicable, shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), in accordance with the Indenture (as defined herein). The Securities will be issued pursuant to an Indenture to be dated as of the Closing Date (as defined herein) between the Company and The Bank of New York, as trustee (the “Trustee”), as supplemented by a first supplemental indenture to be dated as of the Closing Date between the Company and the Trustee (as so supplemented, the “Indenture”).
Central European Distribution Corporation Unit Purchase Option Dated: ______, 1998 .Unit Purchase Option • December 16th, 1997 • Central European Distribution Corp
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...Indenture • June 11th, 2013 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
INDENTURE, dated as of June 5, 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”, “Transfer Agent” and “Conversion Agent”), (vii) DEUTSCHE BANK AG, London Branch (as “Polish Security Agent”) and (viii) TMF TRUSTEE LIMITED (as “Security Agent”).
8 July 2008 SHAREHOLDERS’ AGREEMENT between LION/RALLY CAYMAN 1 L.P. and CAREY AGRI INTERNATIONAL – POLAND SP. Z O.O and LION/RALLY CARRY ENG 1 L.P. and LION/RALLY CAYMAN 2 and CENTRAL EUROPEAN DISTRIBUTION CORPORATION WEIL, GOTSHAL & MANGES One South...Shareholders Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Agri
AMENDED AND RESTATED VOTING AGREEMENT BETWEEN ROUST TRADING LTD. AND CENTRAL EUROPEAN DISTRIBUTION CORPORATION Dated as of July 9, 2012Voting Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is entered into as of July 9, 2012, by and between Roust Trading Ltd., a Bermuda company, with its registered address at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (“Investor”) and Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended and Restated Securities Purchase Agreement (as defined below).
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...Indenture • June 11th, 2013 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
INDENTURE, dated as of June 5, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2009 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This REGISTRATION RIGHTS AGREEMENT dated as of 21 October 2008 (this “Agreement”), is between (i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware corporation (the “Company”), and (ii) BARCLAYS WEALTH TRUSTEES (JERSEY) LIMITED as Trustee of The First National Trust (the “Initial Shareholder”).
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN DISTRIBUTION CORPORATION, ROUST TRADING LTD. AND JSC “RUSSIAN ALCOHOL GROUP” Effective as of March 8, 2013Securities Purchase Agreement • March 11th, 2013 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is effective as of March 8, 2013 by and among (i) Central European Distribution Corporation (the “Issuer”), (ii) Roust Trading Ltd. (the “Investor”), and (iii) solely for purposes of Section 7.2, Section 8.12, Article IX, Section 10.3, Section 10.4, Section 10.7, Section 11.1, Section 11.2, Section 11.4, Section 11.6 and Section 11.7, JSC “Russian Alcohol Group” (“RAG”).
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of February 7th, 2000, by and between Central European Distribution Corporation, Inc., a Delaware corporation (the "Company"), and Neil Crook ("Officer")....Employment Agreement • March 15th, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of July 9, 2012 (this “Agreement”), is between (i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware corporation (the “Company”), and (ii) ROUST TRADING LTD. (the “Securities Holder”).
