DATED 24 FEBRUARY 2009 CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O.

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

INTRODUCTION

INTRODUCTION

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IT IS AGREED as follows.

“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.

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.

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.

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

“Final Maturity Date” means 24 February 2011.”

“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:

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.”

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

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.

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.

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.

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).

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.

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.

This Amendment Agreement is hereby designated as a Finance Document.

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.

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.

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

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