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
NOTE PURCHASE AND SHARE SUBSCRIPTION AGREEMENT between CENTRAL EUROPEAN DISTRIBUTION CORPORATION and CAREY AGRI INTERNATIONAL - POLAND SP. Z O.O. and LION/RALLY CAYMAN 2 and LION/RALLY CAYMAN 5Note Purchase and Share Subscription Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2009 (this “Agreement”), is between (i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a Delaware corporation (the “Company”), (ii) Lion/Rally Cayman 4, a company incorporated in Luxembourg (“Cayman 4”) and (iii) Lion/Rally Cayman 5, a company incorporated in Luxembourg (“Cayman 5”).
RESTRICTED STOCK AWARD AGREEMENT Central European Distribution CorporationRestricted Stock Award Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of the 1st day of January, 2010 (the “Grant Date”), between Central European Distribution Corporation, a Delaware corporation (the “Company”), and [ ] (the “Grantee”), is made pursuant to the terms of the Central European Distribution Corporation 2007 Stock Incentive Plan (the “Plan”).
Dated 10 July 2008 INTERCREDITOR DEED Between LION/RALLY LUX 2 S.A. R.L. as a Shareholder Creditor LION/RALLY LUX 3 S.A. R.L. as the Parent PASALBA LTD as the Company NOWDO LIMITED as the Original Senior Borrower RAIFFEISEN ZENTRALBANK ÖSTERREICH AG...Central European Distribution Corp • March 1st, 2011 • Wholesale-beer, wine & distilled alcoholic beverages • England
LETTERHEAD OF BANK PEKAO SA HEAD OFFICE]Central European Distribution Corp • March 1st, 2011 • Wholesale-beer, wine & distilled alcoholic beverages
We refer to the PLN 240,000,000 Facility Agreement (“Facility Agreement”) entered into on 21 December 2007 as amended and restated on 24 February 2009 and subsequently amended on 24 February 2009 between, among others, Carey Agri International-Poland Sp. z o.o. as borrower and Bank Polska Kasa Opieki S.A. as Agent, Security Agent and the Lender.
as amended on 2 and 9 December 2009) OPTION AGREEMENT relating to certain shares in LION/RALLY CAYMAN 6 between LION/RALLY CAYMAN 4 and LION/RALLY CAYMAN 5 and LION/RALLY CAYMAN 7 L.P. and LION/CAPITAL LLP and CENTRAL EUROPEAN DISTRIBUTION CORPORATION...Option Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
DATED 1 DECEMBER 2009 JELEGAT HOLDINGS LIMITED as the Lender and JOINT STOCK COMPANY «DISTILLERY «TOPAZ» BRAVO PREMIUM LLC LIMITED LIABILITY COMPANY «THE TRADING HOUSE «RUSSIAN ALCOHOL» JOINT STOCK COMPANY «RUSSIAN ALCOHOL GROUP» ZAO “SIBIRSKY LVZ”...Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
as amended on 2 December 2009] COINVESTOR OPTION AGREEMENT relating to certain shares in LION/RALLY CAYMAN 6 between LION/RALLY CAYMAN 4 and LION/RALLY CAYMAN 5 and LION/RALLY CAYMAN 6 and LION/RALLY CAYMAN 7 L.P. and LION/RALLY CAYMAN 8 and CENTRAL...Coinvestor Option Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Supplemental Indenture, dated as of 29 December 2009 (this “Supplemental Indenture”), among Bravo Premium LLC, JSC Distillery Topaz, JSC “Russian Alcohol Group”, Latchey Limited, Limited Liability Company “The Trading House Russian Alcohol”, Lion/Rally Cayman 6, Lion/Rally Lux 1 S.A., Lion/Rally Lux 2 S.à r.l., Lion/Rally Lux 3 S.à r.l., Mid-Russian Distilleries, OOO First Tula Distillery, OOO Glavspirttirest, Pasalba Limited, Premium Distributors sp. z o.o., Sibirsky LVZ (the “Additional Guarantors”), CEDC Finance Corporation International, Inc. (together with its successors and assigns, the “Issuer”), Central European Distribution Corporation (the “Parent”), the entities listed on Schedule I hereto as the existing Guarantors (the “Guarantors”, to the extent then a Guarantor) Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Polish Security Agent and TMF Trustee Limited as Security Agent each under the Indenture referred to below.
LETTERHEAD OF BOLS SP. Z O.O.]Central European Distribution Corp • March 1st, 2011 • Wholesale-beer, wine & distilled alcoholic beverages
ContractLoan Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
CEDC FINANCE CORPORATION INTERNATIONAL, INC. a corporation incorporated under the laws of the State of Delaware, with its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA (the “Lender”),
LETTERHEAD OF CAREY AGRI INTERNATIONAL POLAND SP. Z O.O.]Central European Distribution Corp • March 1st, 2011 • Wholesale-beer, wine & distilled alcoholic beverages
As you are aware our sole shareholder Central European Distribution Corporation (“CEDC”) intends to take various steps in connection with a refinancing. You have been provided with and have reviewed the following documents and other information provided by CEDC in respect of CEDC’s refinancing plans (the “Transaction Documents”):
ContractLoan Agreement • March 1st, 2011 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
CEDC FINANCE CORPORATION INTERNATIONAL, INC. a corporation incorporated under the laws of the State of Delaware, with its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801, USA (the “Lender”),
