Amendment  Agreement Relating to a facility Agreement dated December 21, 2007



 EXHIBIT 10.3 
  

					
	

	  		  	CLIFFORD CHANCE,
	  	  	JANICKA, NAMIOTKIEWICZ, DĘBOWSKI I
	  	  	WSPÓLNICY SPÓŁKA KOMANDYTOWA

 EXECUTION COPY 
 DATED 24 FEBRUARY 2009 
 CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O. 
 AND 
 CENTRAL EUROPEAN DISTRIBUTION
CORPORATION INC. 
 AND 
 ASTOR SP. Z O.O., BOLS HUNGARY KFT, BOLS SP. Z O.O., BOTAPOL HOLDING 
 B.V., DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO
PRODUKCYJNE SP. Z O.O., 
 DAMIANEX S.A., DELIKATES SP. Z O.O., FINE WINE & SPIRIT (FWS) SP. Z O.O., 
 IMPERIAL SP. Z O.O., MIRO SP. Z O.O., MTC SP. Z O.O., 
 MULTI-EX SP. Z O.O., ONUFRY S.A., 
 PANTA HURT SP. ZO.O., POLNIS DYSTRYBUCJA SP. Z O.O.,

 POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O., PRZEDSIEBIORSTWO 
 DYSTRYBUCJI ALKOHOLI AGIS S.A., PRZEDSIĘBIORSTWO HANDLU 
 SPOŻYWCZEGO
SP. Z O.O., PWW SP. Z O.O., SAOL DYSTRYBUCJA SP. Z O.O. 
 AND 
 BANK POLSKA KASA OPIEKI S.A. 
  
  
 AMENDMENT AGREEMENT 

RELATING TO A FACILITY AGREEMENT 
 DATED 21
DECEMBER 2007 AS AMENDED AND RESTATED 
 ON 24 FEBRUARY 2009 
  
  
  

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 THIS AMENDMENT AGREEMENT (“this Amendment Agreement”) is made on 24 February 2009

 BETWEEN 
  

	(1)	CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O., a company incorporated in Poland, having its registered seat at 02-690 Warszawa, ul. Bokserska 66A, Poland, entered into the
register of business entities of the National Court Register under no. KRS 0000051098, with share capital of PLN 497,784,500.00, REGON 002160096, NIP 526-020-93-95 (the “Borrower”); 

  

	(2)	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC., a company incorporated under the laws of Delaware (the “Investor”); 

  

	(3)	ASTOR SP. Z O.O., BOLS HUNGARY KFT, BOLS SP. Z O.O., BOTAPOL HOLDING B.V., DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O., DAMIANEX S.A., DELIKATES SP. Z O.O., FINE
WINE & SPIRIT (FWS) SP. Z O.O., IMPERIAL SP. Z O.O., MIRO SP. Z O.O., MTC SP. Z O.O., MULTI-EX SP. Z O.O., ONUFRY S.A., PANTA HURT SP. ZO.O., POLNIS DYSTRYBUCJA SP. Z O.O., POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O., PRZEDSIEBIORSTWO DYSTRYBUCJI
ALKOHOLI AGIS S.A., PRZEDSIĘBIORSTWO HANDLU SPOŻYWCZEGO SP. Z O.O., PWW SP. Z O.O., SAOL DYSTRYBUCJA SP. Z O.O. (the “Guarantors”); 

  

	(4)	BANK POLSKA KASA OPIEKI S.A., with its registered seat in Warsaw, at ul. Grzybowska 53/57, registered under KRS No. 0000014843, with share capital of PLN
262,212,629.00 REGON 000010205, NIP 526-00-06-841, (the “Lender”); and 

  

	(5)	BANK POLSKA KASA OPIEKI S.A. as agent and security agent (respectively the “Agent” and the “Security Agent”). 

 INTRODUCTION 
 INTRODUCTION 
  

	(A)	Pursuant to a facility agreement dated 21 December 2007 and made between the Borrower, Fortis Bank Polska S.A. (“Transferring Lender 1”) as arranger, agent,
security agent and lender, Fortis Bank S.A./N.V., Austrian Branch (“Transferring Lender 2” jointly, the “Transferring Lenders”) as lender and the Current Lender as lender (the “Original Facility
Agreement”), a PLN 300,000,000 term loan facility was made available to the Borrower. 

  

	(B)	The Original Facility Agreement was amended: (i) on 24 February 2009 pursuant to the terms of an assignment and resignation agreement (the “Assignment and
Resignation Agreement”) and made between the Borrower, the Transferring Lenders and the Current Lender to reflect the fact that the bank performing the function of the arranger, agent and security agent has changed and the Transferring
Lenders have undertaken to transfer their participations in the Facility to the Lender, and (ii) on 24 February 2009 pursuant to the terms of an amendment and restatement agreement relating to the facility agreement dated 21 December
2007 (the “Amendment and Restatement Agreement”) and made between, the Borrower, the Investor, the Guarantors and the Lender. 

  

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	(C)	The Parties have amended the Original Facility Agreement as amended and restated by the Assignment and Resignation Agreement and Amendment and Restatement Agreement
(“Restated Facility Agreement”), to reflect certain amendments to the facility. 

  

	(D)	The Parties have agreed to amend certain provisions of the Restated Facility Agreement. 

 IT IS AGREED as follows. 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definition 

 “Operative Date” means
the later of (i) the date on which the assignment of rights of Transferring Lender 1 to the Lender under clause 3.1 (Assignment of rights by Transferring Lender 1) of the Assignment and Resignation Agreement, and (ii) the date on
which the assignment of rights of Transferring Lender 2 to the Lender under clause 3.2 (Assignment of rights by Transferring Lender 2) of the Assignment and Resignation Agreement become effective and the Transferring Lenders cease to be
parties to the Restated Facility Agreement. 
  

	1.2	Incorporation of Defined Terms 

 Terms defined in
the Restated Facility Agreement shall, unless otherwise defined herein, have the same meaning herein and the principles of construction set out in the Restated Facility Agreement shall have effect as if set out in this Amendment Agreement.

  

	1.3	Clauses 

 In this Amendment Agreement any reference
to a “Clause” or “Schedule” is, unless the context otherwise requires, a reference to a Clause or Schedule hereof. Clause headings are for ease of reference only. 
  

	2.	AMENDMENTS TO THE RESTATED FACILITY AGREEMENT 

 As
from the Operative Date, the Parties make the following amendments to the Restated Facility Agreement: 
  

	2.1	In clause 1.1 (Definitions) of the Restated Facility Agreement the definition of the “Final Maturity Date” is amended to be read:


 “Final Maturity Date” means 24 February 2011.” 
  

	2.2	Clause 5 (Repayment) of the Restated Facility Agreement is amended by deleting the existing provisions and substituting them with the following:


 “5. REPAYMENT 
 5.1 Repayment of the Facility 
  

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 5.1.1 The Borrower shall repay the Facility made to it in instalments by repaying on each Repayment
Date (as described below) the amount set out opposite each Repayment Date below: 
  

			
	 Repayment Date
	  	Repayment Instalment being the amount due to be repaid on the corresponding Repayment Date (or if less, the outstanding amount of Facility)
		
	 24 August 2010
	  	PLN 60,000,000
		
	 Final Maturity Date
	  	PLN 180,000,000

 5.2 Repayment of the outstanding amounts on the Final Maturity Date 
 Notwithstanding Clause 5.1 (Repayment of the Facility) the Borrower shall repay the Facility in full on the Final Maturity Date. 
 5.3 No re-borrowing 
 The
Borrower may not reborrow any part of the Facility which is prepaid or repaid.” 
  

	2.3	Clause 10.1 (Length of Interest Periods) of the Restated Facility Agreement is amended by deleting the existing provisions and substituting them with the
following: 

 “10.1 Length of Interest Periods 
 10.1.1. The Borrower may select an Interest Period of one or three Months or any other period agreed between the Borrower and the Agent in a Selection
Notice. 
 10.1.2 Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower not later than 2 Business
Days before the end of an Interest Period. 
 10.1.3 If the Borrower fails to deliver a Selection Notice to the Agent in accordance
with Clause 10.1.2 above, the relevant Interest Period will be the same as the immediately preceding Interest Period. 
 10.1.4 The
first Interest Period for the amended and restated Facility shall start on the later of (i) date on which the assignment of rights of Transferring Lender 1 to the Lender under clause 3.1 (Assignment of rights by Transferring Lender 1) of the
Assignment and Resignation Agreement, and (ii) date on which the assignment of rights of Transferring Lender 2 to the Lender under clause 3.2 (Assignment of rights by Transferring Lender 2) of the Assignment and Resignation Agreement become
effective and thereafter any succeeding Interest Period shall start on the last day of its preceding Interest Period and, in each case, end on the last Business Day of that Interest Period. 
 10.1.5 An Interest Period for an Advance shall not extend beyond the Final Maturity Date.” 
  

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	3.	REPRESENTATIONS 

 The Obligors make the Repeating
Representations as if each reference therein to “the Finance Documents” includes a reference to this Agreement. 
  

	4.	CONTINUITY AND FURTHER ASSURANCE 

  

	4.1	Continuing Obligations 

 The provisions of the
Finance Documents shall, save as amended hereby, continue in full force and effect. The Parties acknowledge and agree that this Agreement does not constitute and shall not effect a novation (odnowienie) within the meaning of Article 506 of
the Polish Civil Code. 
  

	4.2	No waiver 

 Nothing in this Amendment Agreement
shall affect the rights of the Finance Parties in respect of the occurrence of any Default which is continuing on the date of this Amendment Agreement or which arises on or after the date of this Amendment Agreement. 
  

	4.3	Further Assurance 

 The Obligors shall, at the
request of the Agent and at their own expense, do all such acts and things as the Agent deems reasonably necessary or desirable to perform its obligations under this Amendment Agreement and to give effect to the amendments effected or to be effected
pursuant to this Amendment Agreement. 
  

	5.	FEES, COSTS AND EXPENSES 

  

	5.1	Transaction Expenses 

 The Borrower shall, from time
to time on demand of the Agent, reimburse the Agent for all costs and expenses (capped in the case of the costs of Polish and Hungarian counsel at the amount agreed in the engagement letter between the Agent and the Agent’s counsel dated
16 January 2009 with amendments, if any) together with any VAT thereon incurred by it in connection with the negotiation, preparation and execution of this Amendment Agreement, any other document referred to in this Amendment Agreement and the
completion of the transactions herein contemplated (including the amendments to the Security Documents and their registration with appropriate courts). 
  

	5.2	Preservation and Enforcement of Rights 

 The
Borrower shall, from time to time on demand of the Agent, reimburse the Finance Parties for all costs and expenses (including legal fees) on a full indemnity basis together with any VAT thereon incurred in connection with the preservation and/or
enforcement of any of the rights of the Finance Parties under this Amendment Agreement and any other document referred to in this Amendment Agreement. 
  

	5.3	Stamp Taxes 

 The Borrower shall pay all stamp,
registration and other taxes to which this Amendment Agreement, any other document referred to in this Amendment Agreement or any judgment given in connection herewith is or at any time may be subject and shall, from 

  

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time to time on demand of the Agent, indemnify the Finance Parties against any liabilities, costs, claims and expenses resulting from any failure to pay or
any delay in paying any such tax. 
  

	6.	MISCELLANEOUS 

  

	6.1	Finance Document 

 This Amendment Agreement is
hereby designated as a Finance Document. 
  

	6.2	Incorporation of Terms 

 The provisions of
clause 31 (Notices), clause 33 (Partial Invalidity), clause 34 (Remedies and Waivers) and clause 38 (Enforcement) of the Restated Facility Agreement shall be incorporated into this Amendment Agreement as if
set out in full herein and as if references therein to “this Amendment Agreement” or “the Finance Documents” are references to this Amendment Agreement. 
  

	6.3	Counterparts 

 This Amendment Agreement may be
executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. 
  

	6.4	Governing Law 

 This Amendment Agreement is governed
by Polish law. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed by their duly authorised representatives
on the date set forth above. 
  

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 SIGNATURES 
  

			
	THE BORROWER
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	THE INVESTOR
	
	 /s/ Przemysław Witas

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	THE GUARANTORS
	
	ASTOR SP. Z O.O.
	
	 /s/ Przemysław Witas

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	BOLS HUNGARY KFT
	
	 /s/ Przemysław Witas

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	BOLS SP. Z O.O.
	
	 /s/ Przemysław Witas

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	BOTAPOL HOLDING B.V.
	
	 /s/ Przemysław Witas

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	DAMIANEX S.A.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	DELIKATES SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	FINE WINE & SPIRIT (FWS) SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	IMPERIAL SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	MIRO SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	MTC SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	MULTI-EX SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	ONUFRY S.A.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	PANTA HURT SP. ZO.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	POLNIS DYSTRYBUCJA SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI AGIS S.A.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	PRZEDSIĘBIORSTWO HANDLU SPOŻYWCZEGO SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board

  

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	PWW SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	SAOL DYSTRYBUCJA SP. Z O.O.
	
	 /s/ Przemysław Witas 

	By:	 	Przemysław Witas


			
	
	Address for notices:
		
	C/O	 	CENTRAL EUROPEAN DISTRIBUTION CORPORATION INC
	Address:	 	ul. Bobrowiecka 6, 00-728 Warsaw, Poland
	Fax:	 	+48 22 45 66 001
	Attention:	 	Management Board


			
	
	THE AGENT
	
	BANK POLSKA KASA OPIEKI S.A.
	
	 /s/ Monika Karolak

	By:	 	Monika Karolak
	
	 /s/ Barbara Jarzembowska

	By:	 	Barbara Jarzembowska

  

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	THE SECURITY AGENT
	
	BANK POLSKA KASA OPIEKI S.A.
	
	 /s/ Monika Karolak

	By:	 	Monika Karolak
	
	 /s/ Barbara Jarzembowska

	By:	 	Barbara Jarzembowska
	
	THE LENDER
	
	BANK POLSKA KASA OPIEKI S.A.
	
	 /s/ Monika Karolak

	By:	 	Monika Karolak
	
	 /s/ Barbara Jarzembowska

	By:	 	Barbara Jarzembowska

  

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