Central European Distribution Corp Sample Contracts

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AGREEMENT
Agreement • December 16th, 1997 • Central European Distribution Corp
AND
Warrant Agreement • July 16th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
EXHIBIT 1 CENTRAL EUROPEAN DISTRIBUTION CORPORATION 2,500,000 shares of Common Stock Underwriting Agreement
Central European Distribution Corp • April 17th, 1998 • Wholesale-beer, wine & distilled alcoholic beverages • New York
CONTRIBUTION AGREEMENT
Contribution Agreement • December 16th, 1997 • Central European Distribution Corp • Delaware
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
BETWEEN
Investment Agreement • May 14th, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
AMONG
Acquisition Agreement • May 17th, 1999 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Agri
ARTICLE I DEFINITIONS
Securities 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, 2011
Rights 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”).

CENTRAL EUROPEAN DISTRIBUTION CORPORATION 2,000,000 shares of Common Stock Underwriting Agreement
Central European Distribution Corp • July 16th, 1998 • Wholesale-beer, wine & distilled alcoholic beverages • New York
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 3,250,000 Shares of Common Stock Underwriting Agreement June 25, 2008
Central European Distribution Corp • June 27th, 2008 • 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.”

CENTRAL EUROPEAN DISTRIBUTION CORPORATION Underwriting Agreement
Central European Distribution Corp • March 7th, 2008 • 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”).

AMENDED AND RESTATED VOTING AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of July 9, 2012
Voting 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 AGREEMENT
Employment 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 Agreement
Central European Distribution Corp • November 24th, 2009 • 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.

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION 8,350,000 Shares of Common Stock Underwriting Agreement July 20, 2009
Central European Distribution Corp • July 23rd, 2009 • 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 6,850,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company; and Mark Kaoufman (the “Selling Stockholder”) proposes to sell to the Underwriters 1,500,000 shares of Common Stock of the Company (collectively, 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 835,000 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.

AMENDED AND RESTATED VOTING AGREEMENT BETWEEN ROUST TRADING LTD. AND CENTRAL EUROPEAN DISTRIBUTION CORPORATION Dated as of July 9, 2012
Voting 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).

Form of] PURCHASE AGREEMENT
Purchase 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”).

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”).

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, DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee, DEUTSCHE BANK TRUST COMPANY...
Restricted Payments • December 3rd, 2009 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York

INDENTURE, dated as of December 2, 2009 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) DEUTSCHE TRUSTEE COMPANY LIMITED (the “Trustee”), (v) DEUTSCHE BANK TRUST COMPANY AMERICAS (as, “U.S. Paying Agent”, “U.S. Registrar” and “U.S. Transfer Agent”), (vi) DEUTSCHE BANK LUXEMBOURG S.A. (as, “Luxembourg Paying Agent”, “Luxembourg Registrar” and “Luxembourg Transfer Agent”), (vii) DEUTSCHE BANK AG, London Branch (as “Polish Security Agent” and “Principal Paying Agent”) and (viii) TMF TRUSTEE LIMITED (as “Security Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration 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, 2013
Securities 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”).

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...
Central European Distribution Corp • June 11th, 2013 • 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 LION/RALLY CAYMAN 2 LION/RALLY LUX 1 AND LION/RALLY LUX 3 INSTRUMENT BY WAY OF DEED CONSTITUTING US$103,500,000 UNSECURED EXCHANGABLE LOAN NOTES WEIL, GOTSHAL & MANGES One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0)...
Central European Distribution Corp • July 15th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • England and Wales

LION/RALLY CAYMAN 2 a company incorporated in the Cayman Islands having its registered office at c/o Stuarts Corporate Services Ltd., P.O. Box 2510, George Town, Grand Cayman, KY1-1104, Cayman Islands (“CayCo”);

AMENDED AND RESTATED GOVERNANCE AGREEMENT BY AND BETWEEN CENTRAL EUROPEAN DISTRIBUTION CORPORATION AND ROUST TRADING LTD. Dated as of July 9, 2012
Governance Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York

THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT (this “Agreement”) is entered into as of July 9, 2012 (the “Effective Date”), by and between Central European Distribution Corporation (the “Company”) and Roust Trading Ltd. (“RTL”).

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