AGREEMENTAgreement • December 16th, 1997 • Central European Distribution Corp
Contract Type FiledDecember 16th, 1997 Company
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
Contract Type FiledJune 3rd, 2002 Company Industry
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
Contract Type FiledDecember 16th, 1997 Company Jurisdiction
ANDWarrant Agreement • July 16th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledJuly 16th, 1998 Company Industry Jurisdiction
EXHIBIT 1 CENTRAL EUROPEAN DISTRIBUTION CORPORATION 2,500,000 shares of Common Stock Underwriting AgreementCentral European Distribution Corp • April 17th, 1998 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledApril 17th, 1998 Industry Jurisdiction
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
Contract Type FiledMarch 30th, 1999 Company Industry Jurisdiction
CONTRIBUTION AGREEMENTContribution Agreement • December 16th, 1997 • Central European Distribution Corp • Delaware
Contract Type FiledDecember 16th, 1997 Company Jurisdiction
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Contract Type FiledMay 19th, 1998 Company Industry
BETWEENInvestment Agreement • May 14th, 2002 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Contract Type FiledMay 14th, 2002 Company Industry
AMONGAcquisition Agreement • May 17th, 1999 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • Agri
Contract Type FiledMay 17th, 1999 Company Industry Jurisdiction
EXHIBIT 10.12 Employment contract Concluded on 18.12.97 between Carey Agri International Poland Sp. z o.o. with its registered seat in Warsaw, ul. Lubelska 13, hereinafter referred to as the "Employer" represented by William Carey - President and Mr....Employment Contract • April 17th, 1998 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Contract Type FiledApril 17th, 1998 Company Industry
1,150,000 shares of Common Stock, par value $.01 per share and 1,150,000 redeemable Common Stock purchase warrantsCentral European Distribution Corp • December 16th, 1997 • New York
Company FiledDecember 16th, 1997 Jurisdiction
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 2,000,000 shares of Common Stock Underwriting AgreementCentral European Distribution Corp • July 16th, 1998 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledJuly 16th, 1998 Industry Jurisdiction
ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 3rd, 2003 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledApril 3rd, 2003 Company Industry Jurisdiction
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
Contract Type FiledSeptember 7th, 2011 Company Industry JurisdictionRights 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”).
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...Central European Distribution Corp • March 22nd, 2002 • Wholesale-beer, wine & distilled alcoholic beverages
Company FiledMarch 22nd, 2002 Industry
Exhibit 10.3 Contract for Sale of beer or other Products No.: PL 002160096/96/0002 concluded between: 1) CAREY AGRI - International Poland, ul. Lubelska 13, 03-802 Warszawa, Poland (hereinafter referred to as the "Buyer") and 2) PLZENSKY PRAZDROJ,...Central European Distribution Corp • December 16th, 1997
Company FiledDecember 16th, 1997
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 3,250,000 Shares of Common Stock Underwriting Agreement June 25, 2008Central European Distribution Corp • June 27th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledJune 27th, 2008 Industry JurisdictionCentral 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 AgreementCentral European Distribution Corp • March 7th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledMarch 7th, 2008 Industry JurisdictionCentral 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, 2012Voting Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledJuly 11th, 2012 Company Industry JurisdictionThis 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
Contract Type FiledOctober 14th, 2011 Company Industry JurisdictionTHIS 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 AgreementCentral European Distribution Corp • November 24th, 2009 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledNovember 24th, 2009 Industry JurisdictionCentral 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 8,350,000 Shares of Common Stock Underwriting Agreement July 20, 2009Central European Distribution Corp • July 23rd, 2009 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledJuly 23rd, 2009 Industry JurisdictionCentral 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.
Exhibit 10.9 ------------ Marketing - Promotion Agreement for alcohol product sales concluded on 21.08.00 in Zielona Gora between: Lubuska Wytwornia Wodek Gatunkowych "Polmos" in Zielona Gora joint-stock company, ul. Jednosci 59, 65-018 Zielona Gora...Central European Distribution Corp • March 22nd, 2002 • Wholesale-beer, wine & distilled alcoholic beverages
Company FiledMarch 22nd, 2002 Industry
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
Contract Type FiledMarch 1st, 2011 Company Industry Jurisdiction
Exhibit 10.2 NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Central European Distribution Corp • April 3rd, 2003 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledApril 3rd, 2003 Industry Jurisdiction
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
Contract Type FiledJuly 11th, 2012 Company Industry JurisdictionThis 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 AGREEMENTPurchase Agreement • August 5th, 2005 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledAugust 5th, 2005 Company Industry JurisdictionTHIS 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
Contract Type FiledJune 11th, 2013 Company Industry JurisdictionINDENTURE, 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
Contract Type FiledDecember 3rd, 2009 Company Industry JurisdictionINDENTURE, 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 AGREEMENTRegistration Rights Agreement • March 2nd, 2009 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledMarch 2nd, 2009 Company Industry JurisdictionThis 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
Contract Type FiledMarch 11th, 2013 Company Industry JurisdictionThis 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”).
2 OCTOBER 2009 (as amended on 30 October 2009) NEW OPTION AGREEMENT relating to shares in LION/RALLY CAYMAN 6 between LION/RALLY CAYMAN 4 and LION/RALLY CAYMAN 5 and LION/RALLY CAYMAN 7 L.P. and CENTRAL EUROPEAN DISTRIBUTION CORPORATIONOption Agreement • November 5th, 2009 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages
Contract Type FiledNovember 5th, 2009 Company Industry
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2012 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Contract Type FiledJuly 11th, 2012 Company Industry JurisdictionThis 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”).
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
Company FiledJune 11th, 2013 Industry JurisdictionINDENTURE, 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”).