Common use of TERMS AND CONDITIONS OF THE Clause in Contracts

TERMS AND CONDITIONS OF THE. NOTES [as set out in Schedule 3 of the Fiscal Agency Agreement] FISCAL AGENT AND PAYING AND TRANSFER AGENT REGISTRAR AND PAYING AND TRANSFER AGENT [—] or such other or further Paying and Transfer Agents or specified offices as may from time to time be appointed by the Issuer and notice of which has been given to the Noteholders. SCHEDULE 2 FORM OF GLOBAL NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (TOGETHER WITH ANY SUCCESSOR SECURITIES CLEARING AGENCY, “EUROCLEAR”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT, (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) (I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND SUBJECT TO ANY APPLICABLE 40-DAY DISTRIBUTION COMPLIANCE PERIOD IN ACCORDANCE WITH REGULATION S, OR (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER RELEVANT JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE ISSUER. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE 2(A)(V) OF THE SECOND PARAGRAPH ABOVE, THE ISSUER AND THE FISCAL AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED BY EITHER OF THEM IN ORDER FOR EACH OF THEM TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND OTHER RELEVANT SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ISIN Number: [—] Common Code: [—] CENTRAL EUROPEAN DISTRIBUTION CORPORATION [Up to U.S.$107,500,000] Senior Notes due 2016 The Note or Notes in respect of which this Global Note is issued are in registered form and form part of a duly authorised issue of Notes of Central European Distribution Corporation (the “Issuer”), designated as specified in the title hereof (the “Notes”). The Notes are subject to the relevant conditions (the “Conditions”) set out in Schedule 3 of the Fiscal Agency Agreement dated [—] 2012. For value received, the Issuer promises to pay the holder of the Notes in respect of which this Global Note is issued on July 31, 2016 the principal sum of U.S.$[—] or such lesser amount as may from time to time be evidenced by this Global Note (or such part thereof as may become repayable pursuant to the Conditions) on such date(s) as the said principal sum (or part thereof) may become repayable in accordance with the Conditions and to pay interest in arrears on March 1 and September 1 of each year, commencing on March 1, 2014, on the principal amount outstanding of the Notes from the date of issuance of this Global Note (provided that if the proceeds of this Global Note are deposited into an escrow account, interest shall accrue from the date on which such proceeds are released from such escrow account) or from the most recent date on which interest has been paid, at the following rates: Period Amount Issuance – February 28, 2014 3.25 % March 1, 2014 – August 31, 2014 6.341 % September 1, 2014 – February 28, 2015 6.50 % March 1, 2015 – February 29, 2016 7.50 % March 1, 2016 – Maturity 8.00 % subject to and in accordance with the Conditions, which shall be binding upon the holder hereof (as if references to the Conditions to the Notes and the Noteholders were references to this Global Note and the holder hereof respectively and as if the same had been set out herein in full mutatis mutandis), except as otherwise provided herein. The statements set forth in the legend above are an integral part of the Notes in respect of which this Global Note is issued and by acceptance hereof each registered holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend. Interests in this Global Note will be exchangeable, free of charge to the holder, in whole but not in part, for Note Certificates if:

TERMS AND CONDITIONS OF THE. NOTES [as set out in Schedule 3 of the Fiscal Agency Agreement] FISCAL AGENT AND PAYING AND TRANSFER AGENT REGISTRAR AND PAYING AND TRANSFER AGENT [—] or such other or further Paying and Transfer Agents or specified offices as may from time to time be appointed by the Issuer and notice of which has been given to the Noteholders. SCHEDULE 2 FORM OF GLOBAL NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (TOGETHER WITH ANY SUCCESSOR SECURITIES CLEARING AGENCY, “EUROCLEAR”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT, (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) (I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND SUBJECT TO ANY APPLICABLE 40-DAY DISTRIBUTION COMPLIANCE PERIOD IN ACCORDANCE WITH REGULATION S, OR (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER RELEVANT JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE ISSUER. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE 2(A)(V) OF THE SECOND PARAGRAPH ABOVE, THE ISSUER AND THE FISCAL AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED BY EITHER OF THEM IN ORDER FOR EACH OF THEM TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND OTHER RELEVANT SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ISIN Number: [—] Common Code: [—] CENTRAL EUROPEAN DISTRIBUTION CORPORATION [Up to U.S.$107,500,000] U.S. $102,554,000 Senior Notes due 2016 The Note or Notes in respect of which this Global Note is issued are in registered form and form part of a duly authorised issue of Notes of Central European Distribution Corporation (the “Issuer”), designated as specified in the title hereof (the “Notes”). The Notes are subject to the relevant conditions (the “Conditions”) set out in Schedule 3 of the Fiscal Agency Agreement dated [—] 2012. For value received, the Issuer promises to pay the holder of the Notes in respect of which this Global Note is issued on July 31, 2016 the principal sum of U.S.$[—] or such lesser amount as may from time to time be evidenced by this Global Note (or such part thereof as may become repayable pursuant to the Conditions) on such date(s) as the said principal sum (or part thereof) may become repayable in accordance with the Conditions and to pay interest in arrears on March July 1 and September January 1 of each year, commencing on March July 1, 20142013, on the principal amount outstanding of the Notes this Global Note from the date of issuance of this Global Note (provided that if the proceeds of this Global Note are deposited into an escrow account, interest shall accrue from the date on which such proceeds are released from such escrow account) or from the most recent date on which interest has been paid, at the following rates: Period Amount Issuance – February 28June 30, 2013 4.00 % July 1, 2013 – June 30, 2014 3.25 5.10 % March July 1, 2014 – August December 31, 2014 6.341 6.743 % September 1, 2014 – February 28, 2015 6.50 % March January 1, 2015 – February 29June 30, 2016 7.50 2015 7.00 % March July 1, 2016 2015 – Maturity 8.00 8.50 % subject to and in accordance with the Conditions, which shall be binding upon the holder hereof (as if references to the Conditions to the Notes and the Noteholders were references to this Global Note and the holder hereof respectively and as if the same had been set out herein in full mutatis mutandis), except as otherwise provided herein. The statements set forth in the legend above are an integral part of the Notes in respect of which this Global Note is issued and by acceptance hereof each registered holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend. Interests in this Global Note will be exchangeable, free of charge to the holder, in whole but not in part, for Note Certificates if:

TERMS AND CONDITIONS OF THE. NOTES [as set out in Schedule 3 of the Fiscal Agency Agreement] FISCAL AGENT AND PAYING AND TRANSFER AGENT REGISTRAR AND PAYING AND TRANSFER AGENT [—] or such other or further Paying and Transfer Agents or specified offices as may from time to time be appointed by the Issuer and notice of which has been given to the Noteholders. SCHEDULE 2 FORM OF GLOBAL NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V. (TOGETHER WITH ANY SUCCESSOR SECURITIES CLEARING AGENCY, “EUROCLEAR”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT, (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) (I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND SUBJECT TO ANY APPLICABLE 40-DAY DISTRIBUTION COMPLIANCE PERIOD IN ACCORDANCE WITH REGULATION S, OR (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER RELEVANT JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE ISSUER. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE 2(A)(V) OF THE SECOND PARAGRAPH ABOVE, THE ISSUER AND THE FISCAL AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED BY EITHER OF THEM IN ORDER FOR EACH OF THEM TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND OTHER RELEVANT SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ISIN Number: [—] Common Code: [—] CENTRAL EUROPEAN DISTRIBUTION CORPORATION [Up to U.S.$107,500,000] U.S.$70,000,000 3.00% Senior Notes due 2016 2013 The Note or Notes in respect of which this Global Note is issued are in registered form and form part of a duly authorised issue of Notes of Central European Distribution Corporation (the “Issuer”), designated as specified in the title hereof (the “Notes”). The Notes are subject to the relevant conditions (the “Conditions”) set out in Schedule 3 of the Fiscal Agency Agreement dated [—] 2012. For value received, the Issuer promises to pay the holder of the Notes in respect of which this Global Note is issued on July 31March 18, 2016 2013 the principal sum of U.S.$[—] or such lesser amount as may from time to time be evidenced by this Global Note (or such part thereof as may become repayable pursuant to the Conditions) on such date(s) as the said principal sum (or part thereof) may become repayable in accordance with the Conditions and to pay interest in arrears on September 18 and March 1 and September 1 18 of each year, commencing on March 1September 18, 20142012, on the principal amount outstanding of the Notes from the date of issuance of this Global Note (provided that if the proceeds of this Global Note are deposited into an escrow account, interest shall accrue from the date on which such proceeds are released from such escrow account) or from the most recent date on which interest has been paid, at the following rates: Period Amount Issuance – February 28rate of 3.00% per annum, 2014 3.25 % March 1, 2014 – August 31, 2014 6.341 % September 1, 2014 – February 28, 2015 6.50 % March 1, 2015 – February 29, 2016 7.50 % March 1, 2016 – Maturity 8.00 % subject to and in accordance with the Conditions, which shall be binding upon the holder holders hereof (as if references to the Conditions to the Notes and the Noteholders were references to this Global Note the Notes and the holder holders hereof respectively and as if the same had been set out herein in full mutatis mutandis), except as otherwise provided herein. The statements set forth in the legend above are an integral part of the Notes in respect of which this Global Note is issued and by acceptance hereof each registered holder of such Notes agrees to be subject to and bound by the terms and provisions set forth in such legend. Interests in this Global Note will be exchangeable, free of charge to the holder, in whole but not in part, for Note Certificates if: