As previously disclosed, on July 9, 2008, Central European Distribution Corporation (the "Company") completed an investment with Lion Capital LLP ("Lion Capital") and certain of Lion's affiliates (collectively with Lion Capital, "Lion") and certain other investors, pursuant to which the Company, Lion and such other investors acquired all of the outstanding equity of the Russian Alcohol Group ("RAG"). In connection with that investment, the Company acquired an indirect equity stake in RAG of approximately 42%, and Lion acquired substantially all of the remainder of the equity of RAG. The agreements governing that investment gave the Company the right to acquire, and gave Lion the right to require the Company to acquire, Lion's equity stake in RAG (the "Prior Agreement").

On April 24, 2009, the Company entered into new agreements with Lion to replace the Prior Agreement, which will permit the Company, through a multi-stage equity purchase, to acquire over the next five years (including 2009) all of the equity interests in RAG held by Lion (the "Acquisition"), including (1) a Note Purchase and Share Subscription Agreement between the Company, Carey Agri International - Poland Sp. z o.o., a Polish limited liability company and subsidiary of the Company ("Carey Agri"), Lion/Rally Cayman 2, a company incorporated in the Cayman Islands and the acquisition vehicle used for the original investment ("Cayman 2"), and Lion/Rally Cayman 5, a company incorporated in the Cayman Islands and an affiliate of Lion ("Cayman 5," and such agreement, the "Note Purchase Agreement"), (2) a Commitment Letter between the Company, Lion Capital, Lion/Rally Cayman 4, a company incorporated in the Cayman Islands and an affiliate of Lion ("Cayman 4"), and Cayman 5 (the "Commitment Letter"), and
(3) a Letter of Undertaking between the Company, Carey Agri, Lion Capital, Cayman 4 and Cayman 5 (the "Letter of Undertaking").

Note Purchase Agreement

The initial stage of the Acquisition, to take place in 2009, is governed by the Note Purchase Agreement. Pursuant to the Note Purchase Agreement, on April 29, 2009, Carey Agri paid to Cayman 5 $13,500,000 million in cash in exchange for certain indirect equity interests in RAG, sold to Cayman 2 the $110,000,000 subordinated exchangeable loan notes issued by an affiliate of Cayman 2 to Carey Agri in connection with the initial investment, and used the proceeds to acquire additional indirect equity of RAG. In addition, (1) the Company will issue to Cayman 5 $17,150,000 million in common stock, par value $0.01, of the Company ("Common Stock") on the first business day after a registration statement relating to that Common Stock is declared effective by the United States Securities and Exchange Commission as contemplated by the Registration Rights Agreement (as discussed below), and (2) Carey Agri will pay to Cayman 5 $4.25 million in cash on August 14, 2009 (which cash payment may be replaced in whole or in part by an issuance of $5,000,000 in Common Stock under certain circumstances) (all such Common Stock issuable pursuant to (1) and (2), the "Note Share Consideration"). In exchange for this consideration, the Company will receive additional indirect equity interests in RAG. The Company has guaranteed all of the obligations of Carey Agri under the Note Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, if any issuance of Common Stock pursuant to the Note Purchase Agreement would cause Cayman 5 and its affiliates to own 5% or more of the outstanding Common Stock or voting power of the Company (the "Threshold"), then the issuance of such Common Stock will be deferred until it can be issued without breaching the Threshold. In addition, if any issuance of Common Stock pursuant to the Note Purchase Agreement would result in the Company having issued, in the aggregate in connection with the Acquisition, a number of shares of Common Stock in excess of 20% of the shares of Common Stock outstanding (the "20% Limit"), then the Company will issue that number of shares of Common Stock that will not breach the 20% Limit and, within 90 days thereafter, will deliver the remainder in cash, Common Stock, or a combination thereof, as the Company may elect. After consummating the transactions contemplated by the Note Purchase Agreement, the Company will hold approximately 54% of the equity interests in RAG. A copy of the Note Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Note Purchase Agreement herein are qualified by reference thereto.

Commitment Letter

The Commitment Letter confirms the parties' mutual understandings and agreements with respect to the Acquisition, and sets forth the forms of certain other agreements to be entered into that will govern the various parties' rights and obligations in connection with the Acquisition, as set forth below. A copy of the Commitment Letter is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Commitment Letter herein are qualified by reference thereto.

Option Agreement

The Company will enter into an Option Agreement (the "Option Agreement") with Cayman 4, Cayman 5, a yet-to-be-formed Cayman Islands company that will hold the restructured investment in RAG ("Cayman 6"), and a yet-to-be-formed Cayman Exempted Limited Partnership, of which the Company and Cayman 2 will be limited . . .

To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is hereby incorporated by reference herein.

In connection with, and as consideration for, the Acquisition, the Note Purchase Agreement, the Commitment Letter, the Letter of Undertaking, the Option Agreement, and the Governance Agreement, the Company has agreed to issue the Share Consideration to Lion. The Share Consideration was negotiated between the Company and Lion in connection with the negotiation of the Acquisition, the Note Purchase Agreement, the Commitment Letter, the Letter of Undertaking, the Option Agreement, and the Governance Agreement. The offering of the Share Consideration will be made only to persons who are "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). The Share Consideration will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States in the absence of an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will rely on the exemption from the registration requirements of the Securities Act set forth under Section 4(2) of the Securities Act and Regulation D thereunder.

In connection with the offering of the Share Consideration, the Company agreed to enter into the Registration Rights Agreement with Cayman 4 and Cayman 5. Pursuant to the Registration Rights Agreement, Cayman 4 and Cayman 5 will agree to certain transfer restrictions on the Share Consideration, and the Company will grant Cayman 4 and Cayman 5 certain registration rights with respect to the Share Consideration. A copy of the form of Registration Rights Agreement is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference, and all descriptions of the Registration Rights Agreement herein are qualified by reference thereto.

On April 24, 2009, the Company issued a press release (the "Release") announcing, among other things, that the Company had signed binding agreements governing the Acquisition. The Release also announced that the Company is revising full year 2009 net sales guidance and its full year comparable fully-diluted earnings per share guidance. A copy of the Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

(a) Financial statements of business acquired.

(b) Pro forma financial information.

The required pro forma financial information will be filed as part of an amendment to this Current Report on Form 8-K within the time period allowed by Item 9.01(b)(2).

(d) Exhibits

Exhibit No.       Description
 4.1              Form of Warrant to acquire shares of common stock of Central
                  European Distribution Corporation.

 4.2              Form of Registration Rights Agreement to be entered into by
                  Central European Distribution Corporation, Lion/Rally Cayman 4
                  and Lion/Rally Cayman 5.

10.1              Note Purchase and Share Sale Agreement, dated April 24, 2009,
                  between Central European Distribution Corporation, Carey Agri
                  International - Poland Sp. z o.o., Lion/Rally Cayman 2 and
                  Lion/Rally Cayman 5.

10.2              Commitment Letter, dated April 24, 2009, between Central European
                  Distribution Corporation, Lion Capital LLP, Lion/Rally Cayman 4
                  and Lion/Rally Cayman 5.

10.3              Form of Option Agreement to be entered into by Central European
                  Distribution Corporation, Lion/Rally Cayman 4, Lion/Rally Cayman
                  5, and two other yet-to-be-formed entities.

10.4              Form of Governance and Shareholders Agreement to be entered into
                  by Central European Distribution Corporation, Lion/Rally Cayman
                  4, Lion/Rally Cayman 5, and three other yet-to-be-formed
                  entities.

10.5              Letter of Undertaking, dated April 24, 2009, between Central
                  European Distribution Corporation, Lion Capital LLP, Lion/Rally
                  Cayman 4 and Lion/Rally Cayman 5.

99.1              Press Release issued by Central European Distribution Corporation
                  on April 24, 2009.