INTERPRETATION

GRANT OF PUT AND CALL OPTIONS

EXERCISE AND COMPLETION OF PUT AND CALL OPTIONS

COMPLETION OF THE SALE OF SHARES UNDER PUT AND CALL OPTIONS

CONSIDERATION PAYABLE FOR GRANT OF CAYMAN 7 CALL OPTIONS

ANTITRUST OBLIGATIONS

DEFERRAL OF ISSUE OF SHARES AND WARRANTS

ADJUSTMENTS TO INITIAL CASH AMOUNTS AND ADDITIONAL CONSIDERATION

OFFER TO INITIAL SELLER PARTIES

WARRANTIES AND UNDERTAKINGS

CEDC GUARANTEE

DEFAULT

SECURITY

US TAX COMPLIANCE

ASSIGNMENT

ENTIRE AGREEMENT

VARIATION

WAIVER

ILLEGALITY AND SEVERANCE

RIGHTS OF THIRD PARTIES

COUNTERPARTS

NOTICES

JURISDICTION

GOVERNING LAW

COSTS

SCHEDULE 2 CONSIDERATION PAYABLE

SCHEDULE 3 FORM OF OPTION NOTICES

the amount by which the Overall Average Unit Price exceeds the Realised Average Unit Price;

means any of the following:

(i)

(ii)

(iii)

(iv)

(v)

JP Morgan;

Citi;

Morgan Stanley;

Renaissance Capital;

RBS; or

(vi)

Deutsche Bank,

(A)

(B)

(C)

(A)

(B)

(C)

the Governance and Shareholders Agreement dated 7 May 2009 and made between the Company, the Holdcos, Cayman 7 and CEDC, as set out in the Commitment Letter;

the Company and its Subsidiaries from time to time and “member of the Group” and “Group Company” shall be construed accordingly; for the avoidance of doubt, no Shareholder nor any of their respective Affiliates (as such terms are defined in the Governance and Shareholders Agreement) (other than the Company and the Subsidiaries of the Company) shall be a member of the Group for the purposes of this Agreement;

Cayman 4 and Cayman 5, each being a “Holdco”;

has the meaning given in Clause 2.3.1;

has the meaning given in Clause 3.3.3;

the date on which the Holdcos serve a Holdco Call Option Notice on Cayman 7;

has the meaning given in Clause 3.3.2;

has the meaning given in Clause 3.3.1;

31 December in the year immediately preceding the Holdco Call Option Exercise Date;

the Holdco pledges, in the agreed form, as set out in the Commitment Letter;

has the meaning given in Clause 2.2.1;

has the meaning given in Clause 3.2.3;

the date on which the Holdcos serve a Holdco Put Option Notice on Cayman 7;

has the meaning given in Clause 3.2.2;

has the meaning given in Clause 3.2.1;

76 per cent. to Cayman 4 and 24 per cent. to Cayman 5;

in relation to the Lux 1 Group, shall mean on the relevant date:

(b)

(c)

Cayman 7 shall, at the direction of CEDC only (and subject to CEDC first satisfying its funding obligations under section 3 of the Limited Partnership Agreement), exercise a Cayman 7 Call Option earlier than the relevant Cayman 7 Call Option Exercise Date specified in Schedule 2 provided that, at the time of such exercise, all Cayman 7 Call Options with Cayman 7 Call Option Exercise Dates relating to dates earlier than that of the relevant Cayman 7 Call Option have,

at the time of such exercise, been exercised and completed in full or are being exercised simultaneously with the relevant Cayman 7 Call Option. The relevant Cayman 7 Call Option may be exercised early by CEDC notifying, in writing, Cayman 7 and the Holdcos of the revised relevant Cayman 7 Call Option Exercise Date (a “Cayman 7 Early Call Option Notice”), such date being no fewer than 30 days after the date of such notice, and no later than the original relevant Cayman 7 Call Option Date, provided however that such 30 day minimum period shall not apply if the Holdcos are in continuing breach of their obligation to transfer Sale Shares to Cayman 7 on the terms of this Agreement or if any of them (or Lion Capital LLP) has a liquidator, receiver, administrative receiver or administrator appointed (other than in respect of a solvent liquidation).

If a Holdco Call Option Notice is validly served, Cayman 7 and the Holdcos shall be obliged to complete the sale of the relevant Ordinary Shares within five

Business Days of service of the Holdco Call Option Notice in accordance with Clause 4 (the “Holdco Call Option Completion Date”).

Mergers or Consolidations. If at any time after the date hereof until all of the Consideration Shares have been issued, there shall be a capital reorganisation (other than a combination or subdivision of CEDC Common Stock otherwise provided for herein) resulting in a reclassification to or change in the Consideration Shares (a “Reorganisation”), or a merger or consolidation of CEDC with another Person (other than a merger with another Person in which CEDC is a continuing corporation and which does not result in any reclassification or change in the Consideration Shares or a merger effected exclusively for the purpose of changing the domicile of CEDC) (a “Merger”) or the sale of all or substantially all of the assets of CEDC (a “Disposal”), then, as a part of such Reorganisation, Merger or Disposal, lawful provision and

adjustment shall be made so that the Holdcos shall thereafter be entitled to receive in respect of any unissued Consideration Shares, and at the times provided for and subject to the terms and conditions of the Transaction Documents, the number of shares of stock or any other equity or debt securities or property to which the Holdcos would have been entitled upon consummation of the Reorganisation, Merger or Disposal if the Holdcos had received all such unissued Consideration Shares immediately prior to such Reorganisation, Merger or Disposal. In any such case, appropriate adjustment shall be made in the application of the provisions of Clause 5.2.1 and Clause 5.5.3 with respect to the rights and interests of the Holdcos after the Reorganisation, Merger or Disposal to the end that the provisions of Clause 5.2.1, Clause 5.2.2 and Clause 5.5.3 shall be applicable after that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable pursuant to Clause 5.2.1 or Clause 5.5.3. CEDC will not effect any Reorganisation, Merger or Disposal unless prior to the consummation thereof each corporation or entity (other than CEDC) which may be required to deliver any securities or other property pursuant to Clause 5.2.1 or Clause 5.5.3 as provided herein shall assume in a written agreement the obligation to deliver to the Holdcos such securities or other property as (in accordance with the foregoing provisions) the Holdcos may be entitled to receive and agreeing and confirming that the provisions of Clause 5.2.1 and Clause 5.5.3 shall continue in full force and effect, enforceable against CEDC and such corporation or entity in accordance with the terms thereof and hereof. The foregoing provisions of this Clause 5.2.2(a) shall similarly apply to successive Reorganisations, Mergers and Disposals.

Without duplication of any other items contained in this Agreement, if at any time or from time to time CEDC shall issue (A) CEDC Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, (x) the closing sale price of one share of CEDC Common Stock on the date of such issuance on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially reasonable

manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the “Closing Price”), or (y) the volume weighted average trading price of one share of CEDC Common Stock on and as reported by the principal securities exchange on which the CEDC Common Stock is then listed or admitted to trading for the thirty (30) trading days immediately preceding the date of such issuance, or, if the CEDC Common Stock is not listed or admitted to trading on any securities exchange, the fair market value of one share of CEDC Common Stock as determined in good faith and in a commercially reasonable manner by resolution of the Board of Directors of CEDC, based on the best information available to it and (if requested by the Holdcos) having engaged an independent appraiser in such regard (the “30-Day FMV”) or (B) rights, options, or warrants for, or securities convertible or exchangeable into, CEDC Common Stock entitling the holders thereof to subscribe for or purchase shares of CEDC Common Stock at a price per share that is lower at the date of such issuance than 85% of either, at CEDC’s sole election, the Closing Price or the 30-Day FMV, then the number of unissued Consideration Shares thereafter issuable shall be determined by multiplying the number of then unissued Consideration Shares by a fraction, the numerator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the number of additional shares of CEDC Common Stock offered for subscription or purchase or into which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of CEDC Common Stock outstanding on the date of issuance of such CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities (assuming the exercise or conversion of all then outstanding rights, options, warrants or convertible or exchangeable securities) plus the total number of shares of CEDC Common Stock that could be purchased with the aggregate consideration received through issuance of such Common Stock, rights, options, warrants, or convertible or exchangeable securities at either, at CEDC’s sole election, the Closing Price or the 30-Day FMV. Such adjustment shall be made whenever such shares of CEDC Common Stock, rights, options, warrants, or convertible or exchangeable securities are issued and shall become effective retroactively immediately after the date on which such Persons became entitled to receive such shares of CEDC Common Stock, rights, options, warrants or convertible or exchangeable securities.

the conversion or exchange of any of CEDC’s preferred stock, warrants, options or other convertible or exchangeable securities, provided, such preferred stock,

warrants, options or other convertible or exchangeable securities are outstanding as of the date of this Agreement or were issued in connection with a transaction not covered by Clause 5.2.2(e)(ii)(B),

Superseding Adjustment. Upon the expiration of any rights, options, warrants, or conversion or exchange privileges that resulted in any adjustment pursuant to this Clause 5.2.2, if any thereof shall not have been

exercised, the number of unissued Consideration Shares shall be readjusted as if (i) the only shares of CEDC Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of CEDC Common Stock, if any, actually issued upon the exercise of such rights, options, warrants, or conversion or exchange privileges and (ii) shares of CEDC Common Stock actually issued, if any, were issuable for the consideration actually received by CEDC upon such exercise plus the aggregate consideration, if any, actually received by CEDC for the issuance, sale, or grant of all such rights, options, warrants, or conversion or exchange privileges whether or not exercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Clause 5.2.2(b)) have the effect of decreasing the number of unissued Consideration Shares by an amount in excess of the amount of the adjustment to such number of unissued Consideration Shares initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion or exchange privileges.

after such time as the Holdcos and their Affiliates have advised CEDC in writing that they collectively own 3.5% or less of the number of shares of CEDC Common Stock outstanding and 3.5% or less of the voting power of CEDC outstanding, CEDC shall issue a number of shares of CEDC Common Stock to the Holdcos (a)

in the case of shares of CEDC Common Stock relating to a Trailing Tranche (as defined in the Registration Rights Agreement), promptly and (b) in the case of shares of CEDC Common Stock relating to a Leading Tranche (as defined in the Registration Rights Agreement), on the first Business Day after the effectiveness of the registration statement filed in relation to such shares of CEDC Common Stock (as contemplated by Sections 2.2(a), 2.2(b) and/or 2.2(c), as the case may be, and Section 2.11(c) of the Registration Rights Agreement) equal to the lesser of:

The parties to this Agreement agree to treat the Cayman 7 Call Option and the Holdco Put Option as an instrument treated in accordance with section 1275 of the United States Internal Revenue Code of 1986, as amended, issued by Cayman 7 Cayman 4 and Cayman 5 in

exchange for all shares of the Company held by each of Cayman 4 and Cayman 5 in an instalment sale solely for US Tax purposes. The Parties shall consistently report, for all US Tax purposes, the transactions contemplated herein in the manner described in this Clause 14.

If a provision of this Agreement is, or but for this Clause 19 would be, held to be illegal, invalid or unenforceable, in whole or in part, in the jurisdiction to which it pertains but would be legal, valid and enforceable if part of the provision was deleted, the provision shall apply

with the minimum modification necessary to make it legal, valid and enforceable in that jurisdiction, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any other jurisdiction.

c/o Stuarts Corporate Services Ltd,

4th Floor, 36A Dr Roy’s Drive,

Cayman Financial Center

P O Box 2510,

George Town,

Grand Cayman,

Cayman Islands

(1) 512,500,000 A Ordinary Shares

(2) 100 Preference Shares

(b)

number and class of shares:

(1) 512,500,000 A Ordinary Shares

(2) 100 Preference Shares

(1) Lion/Rally Cayman 4

(2) Lion/Rally Cayman 5

(3) Lion/Rally Cayman 7

Cayman

7 Call

Option

Cayman 7
Call

Option
Exercise

Date

$ Initial

Cash

Amount

due to
Cayman 4

in respect

of the
Relevant
Cayman 7
Call Option

€ Initial

Cash

Amount due
to Cayman

4 in respect

of the

exercise of

the

Relevant
Cayman 7
Call Option

$ Initial

Cash

Amount due
to Cayman

5 in respect

of the

exercise of

Relevant

Cayman 7

Call Option

No. of
Ordinary
Shares to be

delivered by

Cayman 4 to

Cayman 7 in

respect of

the Relevant

Cayman 7

Call Option

No. of

Preference
Shares to be
delivered by
Cayman 5 to
Cayman 7 in

respect of

the Relevant

Cayman 7

Call Option

No. of

Warrants

to be

delivered

to

Cayman 4,

by

exercise

date

No. of

Warrants

to be

delivered

to

Cayman 5,

by

exercise

date

No. of

Shares of

CEDC

Common

Stock to

be issued

to

Cayman 4

No. of

Shares of

CEDC

Common

Stock to

be issued

to

Cayman 5

1,196,768  

378,232

Signed by [name of director]

for and on behalf of

Lion/Rally Cayman 8

acting as general partner of

Lion/Rally Cayman 7 L.P.

Acknowledged and Accepted:

for and on behalf of

Lion/Rally Cayman 4

for and on behalf of

Lion/Rally Cayman 5

for and on behalf of

Lion/Rally Cayman 4

for and on behalf of

Lion/Rally Cayman 5

Acknowledged and Accepted:

Signed by [name of director]

for and on behalf of

Lion/Rally Cayman 8

acting as general partner of

Lion/Rally Cayman 7 L.P.