Appendix 1 – Material Agreements

1) On March 23rd 2005, the Company renewed its principal cold beverages supply contract with Pepsi-Cola International on significantly improved terms compared with the previous contract, being a combination of a marketing contribution worth PLN 15m over the contract term, as well as price reductions and other cash benefits, totalling PLN 19m. The contract has a five-year term, commencing on January 1st 2006. AmRest also negotiated additional benefits in 2005 worth approximately PLN 2.25m. For detailed information on the agreement see Current Report No. 4/2005.

2) On March 23rd 2005, American Restaurants Sp. z o.o. concluded an agreement on acquisition of 100% of shares in Galeria Arka Sp. z o.o. for PLN 177 thousand. The purpose of the transaction was to acquire a location for operating a restaurant in commercial premises in Warsaw.

3) In April 2005, AmRest Holdings N.V. as the debtor, American Restaurants Sp. z o.o. and American Restaurants s.r.o. as the borrowers, and ABN AMRO Bank N.V. as the lender, entered into a credit facility agreement. Under the agreement, ABN AMRO Bank N.V. agreed to advance to the borrowers a credit facility of up to PLN 110,000,000. The credit facility agreement provides for joint and several liability of the parties thereto, i.e. AmRest Holdings N.V., American Restaurants Sp. z o.o. and American Restaurants s.r.o. The facility has been used for repayment of the existing debt as well as development of the restaurant chain in Central and Eastern Europe. For detailed information on the loans see Note 19 to the financial statements.

4) On April 28th 2005, AmRest Holdings N.V. (as the lender) concluded a CZK 141,944,000 loan agreement with American Restaurants s.r.o. (as the borrower). The loan was granted for five years. Moreover, on August 22nd 2005, AmRest Holdings N.V. (as the lender) concluded a CZK 25,362,300 loan agreement with American Restaurants s.r.o (as the borrower). The loan was granted for five years. For detailed information on the loans see Note 19 to the financial statements.

5) On April 29th 2005, American Restaurants Sp. z o.o. and SCM Sp. z o.o. concluded an agreement concerning the provision of agency services and services related to negotiation of the terms of product supplies to the restaurants, including negotiations of the terms and conditions of distribution agreements. The agreement has a five-year term and an estimated value (for its foreseeable term) of PLN 10.5m. For detailed information on the agreement see Appendix 2.

6) On May 31st 2005, the subsidiary company Pizza Hut Czech s.r.o. concluded an agreement with Mr Vaclav Miklik), the subject of which was the transfer of 100% of shares in miklik’s food s.r.o. (limited-liability company) for CZK 45m paid in cash. For detailed information on the agreement see Appendix 2.

7) On July 5th 2005, American Restaurants Sp. z o.o. and American Retail Concepts Inc. (company which through IRI LLC, is the main shareholder in AmRest Holdings N.V.) concluded an agreement under which American Restaurants Sp. z o.o. acquired four flagship Pizza Hut and KFC restaurants in Poland, located in Warsaw at ul. Widok 26 (“Zodiak”) and ul. Solidarności 68a (“Gruba Kaska”), for an aggregate amount of PLN 23.5m. For detailed information on the agreement see Appendix 2.

8) On March 23rd 2006, an annex was executed to the Distribution Agreement of April 2nd 2003 concluded between American Restaurants Sp. z o.o. and McLane Polska Sp. z o.o. of Błonie. The annex, effective as of August 1st 2006, extends the term of the Distribution Agreement and changes the amounts of: the minimum guaranteed quantity of AmRest’s purchases from the Distributor, the Distribution Fee (and frequency of its calculation) and the Distribution Fee for export sales (to External Franchisees). The minimum guaranteed quantity of AmRest Poland’s, the Franchisees’ and the External Franchisees’ purchases from the Distributor was reduced, as of August 1st 2006, to 1.0m cubic feet p.a. Under the Distribution Agreement, in consideration for the services provided, the Distributor is entitled only to a service fee computed as defined in an appendix to the Agreement (Distribution Fee), paid to the Distributor by American Restaurants Sp. z o.o., the Franchisees and the External Franchisees. By virtue of the annex, the Distribution Fee was reduced as of August 1st 2006 and the Agreement term extended by two more years, i.e. until August 1st 2008. Thirteen months prior to the expiry of the Agreement, the parties will discuss the option of its extension. Unless by December 1st 2007 the parties agree in writing to extend its term, the Agreement will automatically expire on August 1st 2008. For a description of the Distribution Agreement see Section 9.2.1. of the Issue Prospectus. 

9) The most important insurance agreements concluded in 2005 by AmRest Group companies:
a) One-year insurance policy against liability for damages and product liability – concluded with Kooperativa pojiśt'ovna, a.s.
b) One-year property (assets and business interruption) insurance policy – concluded with Kooperativa pojiśt'ovna, a.s.
c) One-year insurance policy against liability for damages and product liability – concluded with T.U. Allianz Polska S.A.
d) One-year property (assets, electronic equipment, and business interruption) insurance policy – concluded with T.U. Allianz Polska S.A.