SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 20)*

Central European Distribution Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Wendell M. Hollis

Roust Trading Ltd.

25 Belmont Hills Drive

Warwick WK 06, Bermuda

(441) 236-1612

Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

April 8, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), (f) or (g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 153435102

1	NAMES OF REPORTING PERSONS Roust Trading Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 15,920,411*
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 15,920,411*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,920,411*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.5%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Roust Trading has delivered a put notice to the Issuer with respect to the repurchase of 5,714,286 shares of Common Stock of the Issuer from Roust Trading. Roust Trading and the Issuer, however, have agreed to forbear from taking any action or commencing any proceeding to enforce rights or remedies arising out of or relating to such notice through April 30, 2013.

** This calculation is based on 81,761,652 shares of Common Stock, par value $0.01 per share, outstanding as of November 14, 2012, which includes the number of outstanding shares of Common Stock, par value $0.01 per share, as of November 14, 2012, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the Securities and Exchange Commission on November 19, 2012.

CUSIP No. 153435102

1	NAMES OF REPORTING PERSONS Roustam Tariko
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Russian Federation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,920,411*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,920,411*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,920,411*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.5%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Roust Trading has delivered a put notice to the Issuer with respect to the repurchase of 5,714,286 shares of Common Stock of the Issuer from Roust Trading. Roust Trading and the Issuer, however, have agreed to forbear from taking any action or commencing any proceeding to enforce rights or remedies arising out of or relating to such notice through April 30, 2013.

** This calculation is based on 81,761,652 shares of Common Stock, par value $0.01 per share, outstanding as of November 14, 2012, which includes the number of outstanding shares of Common Stock, par value $0.01 per share, as of November 14, 2012, as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 filed with the Securities and Exchange Commission on November 19, 2012.

CUSIP No. 153435102

AMENDMENT NO. 20 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on November 28, 2011, as amended by Amendment No. 1 thereto filed on December 7, 2011, Amendment No. 2 thereto filed on February 1, 2012, Amendment No. 3 thereto filed on March 9, 2012, Amendment No. 4 thereto filed on April 25, 2012, Amendment No. 5 thereto filed on May 8, 2012, Amendment No. 6 thereto filed on June 11, 2012, Amendment No. 7 thereto filed on July 11, 2012, Amendment No. 8 thereto filed on September 18, 2012, Amendment No. 9 thereto filed on November 13, 2012, Amendment No. 10 thereto filed on December 11, 2012, Amendment No. 11 thereto filed on December 26, 2012, Amendment No. 12 thereto filed on December 31, 2012, Amendment No. 13 thereto filed on February 7, 2013, Amendment No. 14 thereto filed on March 1, 2013, Amendment No. 15 thereto filed on March 12, 2013, Amendment No. 16 thereto filed on March 14, 2013, Amendment No. 17 thereto filed on March 21, 2013, Amendment No. 18 thereto filed on March 26, 2013 and Amendment No. 19 thereto filed on March 28, 2013 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

Item 4. Purpose of Transaction.

The Reporting Persons hereby add the following disclosure to this Item 4:

On April 8, 2013, Roust Trading, Steb Holdings Ltd., an affiliate of Alfa Group (the “Lender”), and an affiliate of Roust Trading, Closed Joint Stock Company “Russian Standard” Corporation (“RSC,” and together with Roust Trading, the “Guarantors”), entered into a binding term sheet (the “Loan Term Sheet”) setting forth the terms of an agreement by the Lender to lend (the “Loan”) to JSC “Russian Alcohol Group” (“RAG”) or such other subsidiaries of the Issuer that are agreed upon by the Lender, the Issuer and Roust Trading (each, a “Borrower”) up to $100,000,000 in aggregate principal amount (the “Loan Amount”) at an annual interest rate of 13.75%. Roust Trading had been informed by the Issuer prior to the execution of the Loan Term Sheet that the Issuer’s board of directors had approved the Loan Term Sheet and the terms and structure of the Loan contemplated thereby. If subsidiaries of the Issuer borrow some but not all of the Loan Amount, Roust Trading is required to borrow the remainder and if subsidiaries of the Issuer do not undertake any borrowing under the Loan Term Sheet, then Roust Trading will be entitled (but is not required) to borrow the Loan Amount. The Loans may be used by the Borrowers for general corporate purposes, including funding in support of the restructuring plan of the Issuer and its subsidiaries and the further development of their businesses. The Term Sheet provides that each Borrower would enter into a stand-alone bilateral facility agreement with the Lender upon identical terms (each, a “Bilateral Facility Agreement”) in aggregate not to exceed the Loan Amount, with a maximum of five Bilateral Facility Agreements. Each Borrower’s obligations with respect to the Bilateral Facility Agreements would be guaranteed by the Guarantors pursuant to a Deed of Guarantee and Indemnity, the material terms of which are set forth in a binding term sheet entered into between the Lender and the Guarantors on April 8, 2013 (the “Guarantee Term Sheet”).

The Loans mature one year from the date of drawdown (the “Maturity Date”), which term may be extended by the Borrower for an additional two years on terms to be agreed by the parties to the Loan and the Guarantors. The Lender’s commitment to make Loans will terminate on the earliest to occur of (x) the date of the drawdown (which must occur on the same date for the full Loan Amount), (y) the six-month anniversary of the date of the Loan Term Sheet and (z) the termination of the Loan Term Sheet by Roust Trading pursuant to the terms thereof (the “Commitment Period”). The Term Sheet provides that under certain circumstances, a break-up fee will be payable to the Lender in the event that the Borrower does not incur the Loan prior to the expiration or termination, as applicable, of the Commitment Period. Roust Trading may terminate the Loan Term Sheet at any time prior to the drawdown of the Loan at its discretion, provided that it pays the break-up fee. The Lender is also entitled to certain other fees in connection with the Loan, as set forth in the Loan Term Sheet and the Fees Letter, dated as of April 8, 2013, by and among the Lender and the Guarantors (the “Fees Letter”).

The drawdown of the Loan is subject to certain conditions precedent set forth in the Loan Term Sheet, including, among other things, that none of the Plan Support Agreement, the Amended and Restated Plan Support Agreement, and the RTL Investment Agreement shall have been terminated.

The Loan Term Sheet does not and the Bilateral Facility Agreements will not in any way restrict the Lender or any of its affiliates from participating in, proposing or otherwise supporting any alternative proposal for any restructuring transaction involving the Issuer or any of its subsidiaries.

The foregoing disclosure is qualified in its entirety by reference to the full text of the Loan Term Sheet, a copy of which is attached hereto as Exhibit 99.43 and is incorporated herein by reference, the Guarantee Term Sheet, a copy of which is attached hereto as Exhibit 99.44 and is incorporated herein by reference, and the Fees Letter, a copy of which is attached hereto as Exhibit 99.45.

The Reporting Persons may in the future engage in conversations with the Issuer, other stockholders and/or other security holders with respect to this matter or other transactions or changes in governance, management or the Board of Directors of the Issuer and may make additional proposals that may include proposing, considering or undertaking one or more of the actions set forth in subsections (a) through (j) of Schedule 13D. The Reporting Persons may also seek to increase their ownership of the Issuer’s securities beyond that which they have on the date of this filing.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons hereby add the following disclosure to this Item 6:

The matters set forth in Item 4 of this Amendment No. 20 are incorporated in this Item 6 by reference as if fully set forth herein.

Item 7.    Material to be Filed as Exhibits

Persons The Reporting hereby add the following disclosure to this Item 7:

The following are filed as exhibits to this statement on Schedule 13D:

Exhibit No.	Description
Exhibit 99.43	Loan Term Sheet, dated as of April 8, 2013, by and among the Lender and the Guarantors
Exhibit 99.44 Exhibit 99.45	Guarantee Term Sheet, dated as of April 8, 2013, by and among the Lender and the Guarantors Fees Letter, dated as of April 8, 2013, by and among the Lender and the Guarantors

CUSIP No. 153435102

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2013

ROUST TRADING LTD.
By:	/s/ Wendell M. Hollis
Name:	Wendell M. Hollis
Title:	Director
	/s/ Roustam Tariko
Name:	Roustam Tariko

EX-99.43

Exhibit 99.43

SUBJECT TO U.S. FEDERAL RULE OF EVIDENCE 408; WITHOUT PREJUDICE

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TERM SHEET – 8 April 2013

This Term Sheet constitutes a legally binding agreement between the Parties.

PARTIES

Loan Arranger	Roust Trading Ltd. (“RTL” or the “Loan Arranger”). Address: 25 Belmont Hills Drive, Warwick WK 06, Bermuda, Registration Number EC/20415
Borrower	JSC “Russian Alcohol Group” (“RAG”) or such other subsidiaries of Central European Distribution Corporation (“CEDC”) that are agreed upon by the Lender, CEDC and RTL (each a “Borrower”); provided that in the event that RAG or such other subsidiaries each become a Borrower under Bilateral Facility Agreements (as defined below), but do not, in aggregate principal amount, borrow the full USD 100,000,000, RTL shall procure that RTL or its designee that is agreed upon by the Parties, becomes a “Borrower” under a Bilateral Facility Agreement for the difference between USD 100,000,000 and the aggregate principal amount borrowed by RAG or such other subsidiaries; provided, further, that there shall be no more than five (5) Bilateral Facility Agreements; provided, further, that, if neither RAG nor any such other subsidiaries become a Borrower for any reason, RTL or its designee that is agreed upon by the Parties, may elect to become a Borrower under a Bilateral Facility Agreement of up to USD 100,000,000.
Lender	Steb Holdings Ltd. (only if a Borrower is not a Russian entity)
	Address: 1st Floor, Yamraj Building, P.O. Box 875, Road Town, Tortola, British Virgin Islands
	or such subsidiary of Steb Holdings Ltd. which is incorporated in Cyprus or any other jurisdiction agreed upon by the Lender and RTL (the “Lender”).
Guarantors	Each of:
	(1)   Closed Joint Stock Company “Russian Standard Corporation” (3AO «Koмnaнuя «Pyccĸuŭ Cmaн∂apm»), address: 123610, Moscow, Krasnopresnenskaya nab, 12, office 1507, INN (Identification Number of Taxpayer): 7707245576 (“RSC” and, together with RTL and the Lender, the “Parties”); and

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	(2)      RTL (together with RSC, the "Guarantors” and each a “Guarantor”)
	For the avoidance of doubt, if the Guarantors are required to perform the obligations of any Borrower pursuant to the Guarantee (as defined below), the Guarantors shall be subrogated to the rights of the Lender with respect to such obligations to the fullest extent provided under applicable law.
Obligors	Each of:
	(1)  the Borrower; and
	(2)  the Guarantors
Loan Amount and Currency	The amount of USD 100,000,000 (One hundred million US dollars), (the “Loan”). The Loan shall not be drawn down unless the applicable conditions precedent referred to in this Term Sheet are satisfied to the reasonable satisfaction to the Lender.
Bilateral Facility Agreements	Each Borrower shall enter into a stand-alone bilateral facility agreement with the Lender (each, a “Bilateral Facility Agreement” and, collectively, the “Bilateral Facility Agreements”), each such Bilateral Facility Agreement to be identical in all respects save for details as to its date, loan amount and the identity of the relevant Borrower. For the avoidance of doubt, the Guarantors shall be party to each Bilateral Facility Agreement or such ancillary documents as shall be reasonably acceptable to the Borrower and the Parties to confirm that the Guarantee shall extend to each such Bilateral Facility Agreement on the terms provided for under the Guarantee. At no time shall the aggregate loan amount under all Bilateral Facility Agreements exceed USD 100,000,000 nor shall the term of any Bilateral Facility Agreement exceed the Maturity Date. Drawdown shall be defined under this Term Sheet as the date of first drawdown by a Borrower of any part of the Loan under any Bilateral Facility Agreement. There shall be no more than five (5) Bilateral Facility Agreements.
Term of the Loan	1 year from the date of the Drawdown (as defined below) (the “Maturity Date”), which term may be extended by the Borrower for an additional two (2) years on terms to be agreed in writing among the Parties and the Borrower. All outstanding amounts shall be payable on or before the Maturity Date.

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Loan Purpose	General corporate purposes which may include funding in support of the restructuring plan of CEDC and its subsidiaries and the further development of their businesses.
Amortization	None; the then outstanding principal amount of the Loan shall be repaid in full on the Maturity Date (as the same may be extended pursuant to the terms hereof).
Arrangement Fee	An arrangement fee of USD 500,000 (the “Arrangement Fee”) to be paid by the Loan Arranger to the Lender within five (5) Business Days from the date of this Term Sheet, such payment obligation to be guaranteed by RSC.
Commitment Fee	A commitment fee of USD 10,333,333 (the “Commitment Fee”) to be paid by the Loan Arranger to the Lender and the Loan Arranger’s obligation to pay such Commitment Fee shall be guaranteed by RSC. Such Commitment Fee shall be paid in the following instalments:
	(i)   one-third of the Commitment Fee shall be due and payable on the date of the Drawdown; (ii)  one-third of the Commitment Fee shall be due and payable on the date that is three (3) months after the date of the Drawdown, or in the event that such date is not a Business Day, the following Business Day; and (iii) one-third of the Commitment Fee shall be due and payable on the date that is six (6) months after the date of the Drawdown, or in the event that such date is not a Business Day, the following Business Day.
Break-up Fee	A fee (the “Break-up Fee”) in the amount of USD 15,000,000 minus the amount of any Arrangement Fee paid hereunder to the Lender by the Loan Arranger or any Guarantor and at all times such payment obligation to be guaranteed by RSC, in the event that the Borrower does not incur the full amount of the Loan prior to the expiration or termination, as applicable, of the Commitment Period (as defined below), which Break-up Fee shall be due and payable within fifteen (15) calendar days following receipt by the Loan Arranger of the Lender’s request therefor; provided, however, that the Lender shall not be entitled to the Break-up Fee if the failure to incur a Loan arises out of or results from any material breach by the Lender of this Term Sheet.
	The Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages if the Borrower does not incur the Loan prior to the expiration or termination, as applicable, of the Commitment Period, the Break-Up Fee payable in such event shall constitute liquidated damages, and not a penalty, and shall be in full and complete satisfaction of any and all damages arising in such event.

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	For the avoidance of doubt, any failure to incur the Loan as a result of the Borrower’s or any Guarantor’s failure to obtain necessary approvals, clearances or resolutions, or failure to enter into any Bilateral Facility Agreement or Drawdown the Loan, shall not prevent the payment of the Break-Up Fee.
	The Lender hereby agrees that, upon payment in full of the Break-up Fee, such fee shall be the Lender’s (and its affiliates’) sole and exclusive remedy with respect to any claims (whether at law, or equity, in contract, in tort or otherwise) in respect of this Term Sheet and the transactions contemplated hereby, and neither the Loan Arranger nor any other party hereto nor any of their respective affiliates shall have any additional liability whatsoever to the Lender or any of its affiliates under any legal theory whatsoever.
Fees:	All of the Arrangement Fees, the Commitment Fee and the Break-up Fee payable hereunder shall be paid to the Lender (a) in U.S. dollars and in immediately available, freely transferable cleared funds to such account(s) with such banks as the Lender notifies to the Loan Arranger, (b) shall be paid without any deduction or withholding for or on account of tax (a “Tax Deduction”) unless a Tax Deduction is required by law and (c) are exclusive of any value added tax or similar charge (“VAT”). If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. If VAT is chargeable, the Loan Arranger shall also at the same time pay to the recipient of the relevant payment an amount equal to the amount of the VAT. Notwithstanding anything to the contrary set forth in the fee letter (the “Fee Letter”), dated the date hereof, entered into by the Lender and the Guarantors, the Loan Arranger and the Guarantors shall not be required to pay the fees set forth in both this Term Sheet and the Fee Letter, but rather only one or the other. Accordingly, any fees due and payable under this Term Sheet shall be decreased on a dollar-for-dollar basis to the extent that the Loan Arranger or the Guarantors paid the corresponding fee set forth in the Fee Letter and any fees due and payable under the Fee Letter shall be decreased on a dollar-for-dollar basis to the extent that the Loan Arranger or the Guarantors paid the corresponding fee set forth in this Term Sheet.

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Drawdown	The Lender’s commitment to make the Loan to a Borrower shall terminate in its entirety on the earliest to occur of (x) the date of the Drawdown, (y) the 6-month anniversary of the date of this Term Sheet and (z) the termination of this Term Sheet by RTL pursuant to the terms hereof (the “Commitment Period”). Each loan made pursuant to this Term Sheet shall be made on the same Business Day (the “Drawdown”) which shall be in an amount determined by the Borrower, provided that such amount shall be no greater than USD 100,000,000. The Drawdown shall be made by the Lender upon request of the Borrower, provided that such request (i) stipulates an amount requested for Drawdown which shall be no greater than USD 100,000,000; and (ii) is furnished to the Lender at least fifteen (15) calendar days prior to the proposed Drawdown date, which date shall be within the Commitment Period.
	The aggregate amount of the Drawdowns shall equal the amount of the Loan.
Business Day	Means a day (other than a Saturday or Sunday) on which commercial banks are open for the transaction of general business (including dealings in foreign exchange and foreign currency deposits) in New York, New York or London, England, and on which commercial banks and foreign exchange markets settle payments in Roubles in Moscow, Russian Federation.
Suspension and Cancellation
by the Lender	The Lender shall have the right to decline to disburse funds under any Bilateral Facility Agreement if an Event of Default under such Bilateral Facility Agreement has occurred and is continuing after five (5) Business Days after the Lender delivers notification of such Event of Default to the Borrowers; provided, however, that any Event of Default triggered by a Borrower under such Bilateral Facility Agreement shall not relieve the Lender of its obligation to fund disbursement under any other Bilateral Facility Agreement.
Interest Rate	13.75% per year payable on the Loan Amount. Interest shall be calculated on the basis of the actual number of days elapsed and a 360-day year.
Interest Payment Dates	Interest shall be payable quarterly in arrears on the last Business Day of each fiscal quarter.
Voluntary Prepayment	The Borrower may prepay the entire outstanding amount of the Loan on not less than forty-five (45) Business Days' prior written notice at any date after eight (8) months from the date of the Drawdown, provided that the Borrower shall pay to the Lender at the same time all accrued interest and other amounts payable in respect of the principal amount of the Loan prepaid on such date.

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Indemnity	In addition to the fees, charges, interest, commissions, and other amounts whatsoever due or becoming due to the Lender hereunder, each Guarantor shall, and if a Loan is made, the Borrower shall, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by it as a result of:
	(i)           the occurrence of any Event of Default that is continuing; (ii)          a failure by the Borrower or the Guarantors to pay any amount due under this Term Sheet on its due date; (iii )        funding, or making arrangements to fund, its participation in a Drawdown requested by a Borrower but not made by reason of the operation of any one or more of the provisions of this Term Sheet; provided, however, that the Lender shall not be indemnified in the event the Lender refuses to provide such funding, or make such arrangements to fund, in a manner that is inconsistent with this Term Sheet; (iv)         the Loan not being prepaid in accordance with a notice of prepayment given by a Borrower, provided, however, that the Borrower shall only be obligated to indemnify the Lender in respect of amounts owed or payable by the Borrower and shall in no event be obligated to indemnify the Lender in respect of any cost, loss or liability incurred as a result of the failure of any Guarantor to pay the Arrangement Fee, Commitment Fee or Break-Up Fee owed or payable under this Term Sheet or the Fee Letter
Deed of Guarantee
and Indemnity	As a condition precedent to the effectiveness of the Bilateral Facility Agreements, the Lender and each of the Guarantors shall enter into an agreement, pursuant to which each of the Guarantors agrees to guarantee (the “Guarantee”) all obligations of the Borrower in respect of the Loan with such terms as are provided in the deed of guarantee and indemnity to entered into by the Parties on the even date hereof.
Representations	Each of the Guarantors hereby represents and warrants as to itself as of the date hereof the following:

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a.        Such Guarantor is in good standing (to the extent such concept is relevant) with the secretary of state or other applicable governmental authority in each jurisdiction in which they are organized or operate, except to the extent that the failure to do so, would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC taken as a whole.

b.        Such Guarantor has the requisite corporate power and authority to enter into the Term Sheet and Guarantee.

c.        The obligations expressed to be assumed by it in the Term Sheet and Guarantee are legal, valid, binding and enforceable obligations.

d.        The entry into and performance by it of, and the transactions contemplated by, the Term Sheet and Guarantee do not and will not conflict with: (i) any law or regulation applicable to it; (ii) the constitutional documents of such Guarantor; or (iii) any agreement or instrument binding upon it or such Guarantor or any of such Guarantor’s assets or constitute a default or termination event (however described) under any such agreement or instrument, except, in any such case, to the extent that such contravention would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC, taken as a whole.

e.        To the best of the Guarantors’ knowledge as of the date hereof, no Event of Default (that is not susceptible to cure within five (5) Business Days) is continuing; provided that each of the Guarantors represents and warrants that with respect to RSC (i) no Event of Default has occurred on its Financial Debt (as defined below) made to entities other than its subsidiaries and (ii) no Event of Default has occurred with respect to the Change of Control (as defined below).

f.         RTL has furnished the Lender with the stand-alone balance sheet of RSC as at December 31, 2011 and a preliminary, pro forma stand-alone balance sheet of RSC as at December 31, 2012 and the related stand-alone statements of income for the fiscal years then ended. The financial statements referred to above (collectively, the “Financial Statements”), except as described therein, have been prepared in accordance with Russian Statutory Accounting Standards (“RSAS”) and IFRS, as applicable. Such Financial Statements fairly present, in all material respects, the stand-alone financial position of RSC as at December 31, 2011 and the preliminary, pro forma stand-alone financial position of RSC as at December 31, 2012, respectively, and the related statements of income fairly present, in all material respects, the results of the operations of RSC for the fiscal year ended December 31, 2011 and the preliminary, pro forma stand-alone results of the operations of RSC for the fiscal year ended December 31, 2012. As of the date of the relevant balance sheet referred to above RSC did not have any material liabilities that were required to be set forth on a balance sheet prepared in accordance with RSAS or IFRS, as applicable, except material liabilities reflected on the Financial Statements. Since December 31, 2012, there has not been a material adverse effect on the results of operations or financial condition of RSC.

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	g.        As of the date hereof, RSC is the legal and beneficial owner of no less than 90.8 per cent of the issued and outstanding voting shares of ZAO “Russian Standard Bank” (ЗАО «Банк Русский Стандарт»), general license of the Bank of Russia No. 2289 issued on 19 July 2001, identification number of taxpayer (INN): 7707056547 and such shares are free from any claims, third party rights or competing interests.
Affirmative Covenants	The Bilateral Facility Agreements will contain the following affirmative covenants that each Borrower shall (except for clause (j), which shall only be an affirmative covenant of RSC to the extent it is a party to such Bilateral Facility Agreement):
	a.        Maintain its corporate existence in accordance with all applicable laws, except to the extent where the failure to do so would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of the Borrowers and their subsidiaries taken as a whole. b.        Maintain accounting, cost control and management information systems and books of account in accordance with applicable accounting standards. c.        Maintain reputable independent auditors. d.        Obtain, maintain, renew and comply with all necessary licenses, approvals and registrations, except to the extent where the failure to do so would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of the Borrower and its subsidiaries taken as a whole. e.        Comply in all material respects with all agreements to which it is a party or binding on it or its assets, except if the failure to comply therewith would not reasonably be expected to have a material adverse effect on the results of operations or financial condition of the Borrowers or their subsidiaries taken as a whole.

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f.         Pay all taxes when due and make timely filings of required tax returns and government reports, except (i) taxes that are being contested in good faith by appropriate proceedings and for which the relevant party has set aside on its books adequate reserves in accordance with generally accepted accounting principles or (ii) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of the Borrowers and their subsidiaries taken as a whole. g.        Comply in all respects with all laws to which it may be subject, except if the failure to comply therewith would not reasonably be expected to have a material adverse effect on the results of operations or financial condition of the Borrowers and their subsidiaries (taken as a whole). h.        Not directly or, to the knowledge of the Borrower, indirectly use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions. i.         The Borrowers shall conduct its businesses in compliance with applicable anti-corruption laws. j.         RSC shall at all times hold at least 51% of the issued and outstanding shares of ZAO “Russian Standard Bank” (3AO «Бaнĸ Pyccĸuŭ Cmaн∂apm»), general license of the Bank of Russia No. 2289 issued on 19 July 2001, identification number of taxpayer (INN): 7707056547.

Events of Default

Each of the following events and occurrences shall constitute an Event of Default under each Bilateral Facility Agreement (provided, however, that if such Event of Default is susceptible to cure and is cured by the Guarantors or the Borrower, in each case, within five (5) Business Days after the Lender delivers written notice of an Event of Default, there shall be no such Event of Default under such Bilateral Facility Agreement); provided, further, that an Event of Default under any Bilateral Facility Agreement shall not necessarily constitute an Event of Default under any other Bilateral Facility Agreement:

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(a)        Payments. The Borrower fails to pay when due any principal of, or interest on, the Loan, or any fee or other amount due in respect of the Loan, or the Loan Arranger or Guarantors fail to pay when due any of the fees contained in this Term Sheet or the Fee Letter, in each case, within three (3) Business Days after the due date of such payment.

(b)        Covenants. The Borrower fails to comply with any of their obligations (except the obligations set forth in preceding clause (a)) in respect of the Loan as set forth in the Bilateral Facility Agreement and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) receipt by the Borrower of written notice from the Lender of such default or (ii) the Borrower becoming aware of the failure to comply; or any of the Guarantors fails to comply with any of their obligations under the Deed of Guarantee and Indemnity in a manner that impairs the Guarantor's ability to perform its guarantee obligations.

(c)        Representations. Any representation or warranty made or deemed made by the Borrower in the Bilateral Facility Agreement (which will include representations and warranties substantially similar to those contained in this Term Sheet) shall be untrue in any material respect as of the date made or deemed made; or any representation or warranty made or deemed made by any of the Guarantors under the Deed of Guarantee and Indemnity shall be untrue in any material respect as of the date made or deemed made in a manner that impairs the Guarantor's ability to perform its guarantee obligations.

(d)        Insolvency or Reorganisation. A decree or order by a court is entered against an Obligor adjudging the relevant Obligor bankrupt or insolvent or ordering the winding up or liquidation of its affairs and such decree or order is not stayed; a petition is filed seeking reorganisation, administration, arrangement, adjustment, composition or liquidation of or in respect of any Obligor and/or its indebtedness, provided that, in the case of any such involuntary petition, such petition continues un-discharged or un-stayed for a period of sixty (60) days; a receiver, administrator, liquidator, assignee, trustee, sequestrator, secured creditor or other similar official is appointed over or in respect of any Obligor, provided that, in the case of any involuntary appointment such appointment continues un-discharged or unstayed for a period of sixty (60) days; or any Obligor takes any step to effect a scheme of arrangement with its creditors or any class thereof.

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(e)      Financial Debt. Any payment under any agreement evidencing financial debt of the Borrower or any of the Guarantors having a principal amount in excess of USD 10,000,000 (or the equivalent in other currencies) is not paid when due (in each case, beyond the later of (i) five (5) Business Days after the due date and (ii) the applicable grace period, if any, provided therefor).

(f)     Change of Control.

(i) CEDC ceases at any time to own directly or indirectly at least a majority of the issued and outstanding voting shares of the Borrower (except RTL or its designees); or

(ii) RSC ceases at any time to own directly or indirectly at least 51% of the issued and outstanding voting shares of ZAO “Russian Standard Bank” (ЗАО «Банк Русский Стандарт»), general license of the Bank of Russia No. 2289 issued on 19 July 2001, identification number of taxpayer (INN): 7707056547.

Consequences of an Event of Default	If an Event of Default occurs and is continuing then the Lender may at its option, by notice to the Obligor (the “Acceleration Notice”), declare all or any portion of the principal of, and accrued interest on, the Loan (together with any other amounts accrued or payable under the Bilateral Facility Agreement) to be, and the same shall thereupon become, due and payable (anything in the Bilateral Facility Agreement to the contrary notwithstanding).
Conditions Precedent	The Drawdown of the Loan (and any obligation to incur a Loan) shall be subject to the following conditions precedent:
	1.  Borrower and Guarantors:
	(a)     constitutional documents;
	(b)     resolution of board of directors; and
	(c)     customary certifications of copy documents.
	2.  Other documents and evidence:
	(a)     evidence of process agent;
	(b)     evidence of payment of all fees, costs and expenses then due from the Guarantors under the Term Sheet and the Fee Letter; and
	(c)     completed Drawdown requests.

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	3.   With respect to each Borrower (other than RTL or its designees):
	(a)    confirmation from the Borrower that the Loan complies with the terms of (i) CEDC’s and its Subsidiaries’ then existing credit agreements and debt instruments and (ii) if not then in effect, any credit agreements or debt instruments contemplated under the Amended and Restated Joint Prepackaged Chapter 11 Plan of Reorganization of CEDC and certain of its affiliates (the “Plan”), contained in the Supplement No. 1 to the Amended and Restated Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization launched by CEDC on March 18, 2013, except where any failure to so comply would not reasonably be expected to have a material adverse effect on the results of operations or financial condition of the Borrower and its subsidiaries (taken as a whole);
	(b)    a written certification from CEDC’s CRO or, in the event it does not have a CRO at the relevant time, its CFO or CEO (in each case, without personal liability) that the respective Borrower (other than RTL or its designess) requires the amount sought in such request;
	(c)    Classes 2A, 2B, 2C and 5A (as defined in the Plan) shall have voted to accept the Plan under section 1126 of title 11 of the United States Code; and
	(d)    if the effective date of the Plan has not occurred, then none of the following agreements shall have been terminated: (i) the Plan Support Agreement between RTL and its affiliates, CEDC, CEDC Finance Corporation International, Inc. (“CEDC FinCo”) and certain holders of the 8.875% Senior Notes and 9.125% Senior Notes issued by CEDC FinCo due 2016, dated as of March 25, 2013, (ii) the Amended and Restated Plan Support Agreement between RTL and its affiliates, and certain holders of the 3% Convertible Notes issued by CEDC due 2013, dated as of March 20, 2013, or (iii) the Securities Purchase Agreement by and between CEDC and RTL and RAG, effective as of March 8, 2013.
	The conditions precedent contained in Section 3 above may not be waived by the Lender without the prior written consent of RTL.
Language	All agreements will be in the English language. All other documents submitted to the Lender and all correspondence between the Lender and the Borrower will be in the English language or will be accompanied by a certified English translation and the English version will govern.

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Governing Law	This Term Sheet and the Bilateral Facility Agreements and any non-contractual obligations arising under or in connection with either of them shall be governed by laws of England and Wales.
Dispute Settlement	Any dispute arising out of or in connection with this Term Sheet (including a dispute relating to the existence, validity or termination of this Term Sheet or any non-contractual obligation arising out of in connection with this Term Sheet) (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) (the "Rules").
	For the purposes of arbitration, the Parties waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.
Withholding Tax	All payments of principal and interest under the Loan will be made free and clear of all taxes, duties, fees or other charges, other than as required by law.
Third party	A person who is not a party to this Term Sheet or, as the case may be, a Bilateral Facility Agreements has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Term Sheet or such Bilateral Facility Agreement.
Further Undertakings of the Parties	Upon request of any of the Parties or any Borrower, the Parties and the Borrower, as applicable, shall enter into the Bilateral Facility Agreements, the Guarantee and such other documents as the Parties may reasonably request on the terms and conditions set forth herein (collectively, with this Term Sheet and Fee Letter, the “Documents”). For the avoidance of doubt, each Party acknowledges that this Term Sheet is made as a legally binding agreement. This Term Sheet, however, shall not be legally binding on any Borrower (other than RTL) until such times as such Borrower accedes to or otherwise becomes bound to this Term Sheet as a Party. The Parties agree to use reasonable efforts to structure the transactions as contemplated herein in a tax efficient manner.

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Entire Agreement	This Term Sheet constitutes the entire agreement of the Parties, and supersedes any other prior expression of intent or understandings, with respect to this transaction. Any amendment, consent or waiver hereunder shall be in writing and signed by each of the Parties. For the avoidance of doubt, neither this Term Sheet nor the Bilateral Facility Agreements shall in any way restrict the Lender or any of its affiliates from participating in, proposing or otherwise supporting any alternative proposal for any restructuring transaction involving CEDC or any of its subsidiaries.
Survival	Sections headed (i) “Arrangement Fee”, (ii) “Commitment Fee”, (iii) “Break-up Fee”, (iv) “Indemnity” and (v) “Publicity” shall survive and continue after any termination of the obligations of Lender under this Term Sheet and continue after the expiry of the Commitment Period.
Counterparts	This Term Sheet 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 this Term Sheet.
Publicity	Any Party hereto and any of their affiliates may make a public announcement, including to the press, concerning entry into this Term Sheet, the Guarantee and any matter related thereto, which may include disclosure of any and all agreements entered into in connection with the foregoing, in such form and by such means as such Party or affiliate may determine in their sole discretion; provided, that to the extent practicable, and except as otherwise required by law, regulation or legal process, the Parties will coordinate with each other in good faith and provide each other a reasonable opportunity to review and comment on any such public announcement.
Termination	RTL may terminate this Term Sheet at any time prior to the Drawdown at its discretion provided that it shall be required to pay the Break-up Fee within three (3) Business Days following such termination.

[Remainder of page intentionally left blank.]

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Roust Trading Ltd.
By:
	Name: Wendell Malcolm Hollis
	Title: Director

By:
	Name: Nouriakhmetova Nelia Ravilevna
	Title: Director

Steb Holdings Ltd.
By:
	Name: Vladimirs Petrovs Title:   Director

Closed Joint Stock Company “Russian Standard” Corporation”

By:  

Name: Nouriakhmetova Nelia Ravilevna

Title: Director

By:  

Name: Sipyagina Julia Jurievna

Title: Chief Accountant

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EX-99.44

Exhibit 99.44

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DEED OF GUARANTEE AND INDEMNITY – 8 April 2013

This guarantee (the “Guarantee”) is made as a deed and is legally binding upon the Parties hereto.

PARTIES
Guarantors	Each of:
	(1) Closed Joint Stock Company “Russian Standard” Corporation” (ЗАО «Компания «Русский Стандарт»)
	Address: 123610, Moscow, Krasnopresnenskaya nab, 12, office 1507
	INN (Identification Number of Taxpayer): 7707245576 (“RSC”)
	(2) Roust Trading Ltd. (“RTL”)
	Address: 25 Belmont Hills Drive, Warwick WK 06, Bermuda, Registration Number EC/20415
Lender	Steb Holdings Ltd. (only if a Borrower is not a Russian entity)
	Address: 1st Floor, Yamraj Building, P.O. Box 875, Road Town, Tortola, British Virgin Islands
	or such subsidiary of Steb Holdings Ltd. which is incorporated in Cyprus or any other jurisdiction agreed upon by the Lender and RTL (the “Lender”).
Borrower	JSC “Russian Alcohol Group” (“RAG”) or such other subsidiaries of Central European Distribution Corporation (“CEDC”) that are agreed upon by the Lender, CEDC and RTL (each, a “Borrower”); provided that in the event that RAG or such other subsidiaries each become a Borrower under Bilateral Facility Agreements (as defined in the Term Sheet), but do not in aggregate principal amount, borrow the full USD 100,000,000, RTL shall procure that RTL or its designee that is agreed upon by the Parties becomes a “Borrower” under a Bilateral Facility Agreement for the difference between USD 100,000,000 and the aggregate principal amount borrowed by RAG or such other subsidiaries; provided, further, that there shall be no more than five (5) Bilateral Facility Agreements; provided, further, that if neither RAG nor any such other subsidiaries become a Borrower for any reason, RTL or its designee that is agreed upon by the Parties, may elect to become a Borrower under a Bilateral Facility Agreement of up to USD 100,000,000.

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Obligors	Each of:
	(1) the Borrower; and
	(2) the Guarantors
The Loan Agreement Term Sheet	A legally binding term sheet (the “Term Sheet”) entered into among the Guarantors and the Lender pursuant to which the Lender agrees to make a senior, unsecured term loan to the Borrower in the principal amount of USD 100,000,000 (One hundred million US dollars).
TERMS
Guarantee and Indemnity	Each of the Guarantors irrevocably and unconditionally guarantees the following obligations of the Borrower under the Bilateral Facility Agreement (as such term is defined in the Term Sheet) as if it were a principal obligor in respect of the same;
	(a) guarantees to the Lender punctual performance by the Borrower of all of its obligations under the Bilateral Facility Agreement;
	(b) undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with the Bilateral Facility Agreement, it shall immediately on demand pay that amount as if it was the principal obligor and not merely a surety; and
	(c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid, or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity, or illegality, have been payable by it under the Bilateral Facility Agreement on the date when it would have been due.

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(d) agrees with the Lender that its guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Borrower under the Bilateral Facility Agreement, regardless of any intermediate payment or discharge in whole or in part;

(e) agrees with the Lender that if any discharge, release or arrangement (whether in respect of the obligations of the Borrower or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in any relevant insolvency, liquidation, administration or otherwise, then without limitation, the liability of the Guarantor will nevertheless continue or be reinstated as if the discharge, release, avoidance, or arrangement had not occurred;

(f) agrees with the Lender that its obligations under this Guarantee will not be affected by an act, omission, matter or thing which, but for its Guarantee, would reduce, vary, discharge, waive release or prejudice any of its obligations under its Guarantee (without limitation and whether or not known to it or any party) including:

(i) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(ii) the release of any other Obligor (other than in the case of payment in full of all outstanding obligations under the Bilateral Facility Agreement) or any other person under the terms of any composition or arrangement with any creditor of any member of the Obligors;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

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(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(v) any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of the Bilateral Facility Agreement including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under the Bilateral Facility Agreement;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under the Bilateral Facility Agreement or any other document; or

(vii) any insolvency or similar proceedings.

(g) without prejudice to the generality of the foregoing, each Guarantor expressly confirms that it intends that this Guarantee of this Term Sheet shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to the Bilateral Facility Agreement and/or any facility or amount made available under the Term Sheet for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

(h) waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantors under this Guarantee. This waiver applies irrespective of any law or any provision of the Term Sheet to the contrary.

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(i) until all amounts which may be or become payable by the Obligors under or in connection with the Term Sheet have been irrevocably paid in full (other than with respect to contingent indemnification obligations for which no claim or demand has been made), the Lender (or any trustee or agent on its behalf) may:

(i) refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(ii) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Guarantee.

(j) until all amounts which may be or become payable by the Obligors under or in connection with the Term Sheet have been irrevocably paid in full (other than with respect to contingent indemnification obligations for which no claim or demand has been made), no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Term Sheet or by reason of any amount being payable, or liability arising, under this Guarantee:

(i) to be indemnified by an Obligor;

(ii) to claim any contribution from any other Guarantor;

(iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Term Sheet or of any other guarantee taken pursuant to, or in connection with, the Term Sheet by the Lender;

(iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity;

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(v) to exercise any right of set-off against any Obligor; and/or

(vi) to claim or prove as a creditor of any Obligor in competition with the Lender.

(vii)

(k) If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Term Sheet to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Lender.

In addition, RSC irrevocably and unconditionally guarantees the obligations of RTL to pay the fees under the Term Sheet and the fees and other obligations under that certain Fees Letter among RTL, RSC and Lender, dated 8 April 2013 (the “Fee Obligations”), in each case, on a principal obligor basis:

(a) guarantees and indemnifies the Lender in respect of the due and punctual performance by RTL of all of its Fee Obligations;

(b) irrevocably and unconditionally undertakes with the Lender that whenever RTL does not pay any amount when due under or in connection with the Fee Obligations, it shall immediately on demand pay that amount as if it was the principal obligor in respect thereof and not merely a surety;

agrees with the Lender that if, any Fee Obligation guaranteed by it is or becomes unenforceable, invalid, or illegal, it shall, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of RTL not paying any amount which would, but for such unenforceability, invalidity, or illegality, have been payable by it under the Term Sheet on the date when it would have been due;

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	The Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages if the Borrower does not incur the Loan prior to the expiration or termination, as applicable, of the Commitment Period, the Break-Up Fee payable in such event shall constitute liquidated damages, and not a penalty, and shall be in full and complete satisfaction of any and all damages arising in such event.
Representations	Each of the Guarantors hereby represents and warrants as to itself as of the date hereof the following:
	(a)    Such Guarantor is in good standing (to the extent such concept is relevant) with the secretary of state or other applicable governmental authority in each jurisdiction in which they are organized or operate, except to the extent that the failure to do so, would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC taken as a whole.
	(b)    Such Guarantor has the requisite corporate power and authority to enter into the Term Sheet and Guarantee.
	(c)    The obligations expressed to be assumed by it in the Term Sheet and this Guarantee are legal, valid, binding and enforceable obligations, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting creditor’s rights generally and by general principals of equity.
	(d)    The entry into and performance by it of, and the transactions contemplated by, the Term Sheet and this Guarantee do not and will not conflict with: (i) any law or regulation applicable to it; (ii) the constitutional documents of such Guarantor; or (iii) any agreement or instrument binding upon it or any such Guarantor or any of such Guarantor's assets or constitute a default or termination event (however described) under any such agreement or instrument, except, in such case, to the extent that such contravention would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC, taken as a whole.

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(e)    To the best of the Guarantors’ knowledge as of the date hereof, no Event of Default (that is not susceptible to cure within five (5) Business Days) is continuing; provided, that each of the Guarantors represents and warrants that with respect to RSC (i) no Event of Default has occurred on its Financial Debt (as defined in the Term Sheet) made to entities other than its subsidiaries and (ii) no Event of Default has occurred with respect to the Change of Control (as defined in the Term Sheet).

(f)    RTL has furnished the Lender with the stand-alone balance sheet of RSC as at December 31, 2011 and a preliminary, pro forma stand-alone balance sheet of RSC as at December 31, 2012 and the related stand-alone statements of income for the fiscal years then ended. The financial statements referred to above (collectively, the “Financial Statements”), except as described therein, have been prepared in accordance with Russian Statutory Accounting Standards (“RSAS”) and IFRS, as applicable. Such Financial Statements fairly present, in all material respects, the stand-alone financial position of RSC as at December 31, 2011 and the preliminary, pro forma stand-alone financial position of RSC as at December 31, 2012, respectively, and the related statements of income fairly present, in all material respects, the results of the operations of RSC for the fiscal year ended December 31, 2011 and the preliminary, pro forma stand alone results of the operations of RSC for the fiscal year ended December 31, 2012. As of the date of the relevant balance sheet referred to above RSC did not have any material liabilities that were required to be set forth on a balance sheet prepared in accordance with RSAS or IFRS, as applicable, except material liabilities reflected on the Financial Statements. Since December 31, 2012, there has not been material adverse effect on the results of operations or financial condition of RSC.

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	(g)    As of the date hereof, RSC is the legal and beneficial owner of no less than 90.8 per cent of the issued and outstanding voting shares of ZAO “Russian Standard Bank” (ЗАО «Банк Русский Стандарт»), general license of the Bank of Russia No. 2289 issued on 19 July 2001, identification number of taxpayer (INN): 7707056547 and such shares are free from any claims, third party rights or competing interests.
Affirmative Covenants	Each of the Guarantors shall:
	a.	Maintain its corporate existence in accordance with all applicable laws, except to the extent where the failure to do so would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC taken as a whole.
	b.	Maintain accounting, cost control and management information systems and books of account in accordance with applicable accounting standards (and with respect to RSC, in accordance with the RSAS).
	c.	Maintain reputable independent auditors.
	d.	Obtain, maintain, renew and comply with all necessary licenses, approvals and registrations, except to the extent where the failure to do so would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC taken as a whole.
	e.	Comply in all material respects with all agreements to which it is a party or binding on it or its assets, except if the failure to comply therewith would not reasonably be expected to have a material adverse effect on the results of operations or financial condition of RTL and RSC taken as a whole.

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	f.	Pay all taxes when due and make timely filings of required tax returns and government reports, except (i) taxes that are being contested in good faith by appropriate proceedings and for which the relevant party has set aside on its books adequate reserves in accordance with generally accepted accounting principles or (ii) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on the results of operations or financial condition of RTL and RSC taken as a whole.
	g.	Comply in all respects with all laws to which it may be subject, except if the failure to comply therewith would not reasonably be expected to have a material adverse effect on the results of operations or financial condition of the RTL and RSC taken as a whole.
	h.	Not directly or, to the knowledge of the Guarantors, indirectly use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.
	i.	RSC shall at all times hold, directly or indirectly, at least a majority of the issued and outstanding shares of ZAO “Russian Standard Bank” (ЗАО «Банк Русский Стандарт»), general license of the Bank of Russia No. 2289 issued on 19 July 2001, identification number of taxpayer (INN): 7707056547.
	j.	(i) conduct its businesses in compliance with applicable anti-corruption laws; and (ii) maintain policies and procedures designed to promote and achieve compliance with such laws.
Furnishing of Information	RSC shall furnish the following information to the Lender:
	a.	starting with the first quarter of 2013, for each of the first three fiscal quarters of each financial year, within 60 days after its end, unaudited standalone financial statements prepared in accordance with the Russian Statutory Accounting Standards and pro forma accounts prepared in accordance with IFRS;

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	b.	For each financial year, starting with 2013, within 120 days after its end, audited standalone financial statements prepared in accordance with the Russian Statutory Accounting Standards, unaudited pro forma accounts prepared in accordance with IFRS and a management letter.
	c.	Promptly upon a responsible officer of a Guarantor obtaining knowledge of the occurrence of any event, condition or change that has caused or would reasonably be expected to cause, individually or in the aggregate, a material adverse effect with respect to such Guarantor.
	d.	Information at the request of Lender in relation to any litigation claims which, if adversely determined, are reasonably likely to have a material adverse effect on the result of operations or the financial condition of RSC and its subsidiaries, taken as a whole.
Subrogation	If the Guarantors are required to perform the obligations of any Borrower pursuant to this Guarantee, the Guarantors shall be subrogated to the rights of the Lender with respect to such obligations to the fullest extent provided under applicable law.
Language	All agreements will be in the English language. All other documents submitted to the Lender and all correspondence between the Lender and the Guarantors will be in the English language or will be accompanied by a certified English translation and the English version will govern.
Governing Law	This Guarantee and any non-contractual obligations arising under or in connection with it shall be governed by laws of England and Wales.
Dispute Settlement	Any dispute arising out of or in connection with this Term Sheet (including a dispute relating to the existence, validity or termination of this Guarantee or any non-contractual obligation arising out of in connection with this Guarantee) (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) (the "Rules").

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SUBJECT TO U.S. FEDERAL RULE OF EVIDENCE 408; WITHOUT PREJUDICE

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	For the purposes of arbitration, the Parties waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.
Further Undertakings of the Parties	Upon request of any of the parties, the parties shall enter into a deed of guarantee and indemnity in the form of a long-form agreement incorporating the terms hereof. For the avoidance of doubt, each party acknowledges that this Guarantee is made as a deed and is legally binding upon the parties.
Third party	A person who is not a party to a Bilateral Facility Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Loan.
Entire Agreement	This Guarantee shall constitute the entire obligation of the Parties and supersede any other prior expressions of intent or understanding with respect to the guarantee and indemnity. Any amendment, consent or waiver in respect of this Guarantee shall be in writing and signed by each of the parties hereto.
	For the avoidance of doubt, this Guarantee shall not in any way restrict the Lender or any of its affiliates from participating in, proposing or otherwise supporting any alternative proposal for any restructuring transaction involving CEDC or any of its subsidiaries.
Amendment	Any amendment, consent or waiver of this summary of terms shall be in writing and signed by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised representatives, have caused this deed of guarantee and indemnity to be signed as a Deed in their respective names as of the date first above written.

EXECUTED as a DEED by the Closed   )

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SUBJECT TO U.S. FEDERAL RULE OF EVIDENCE 408; WITHOUT PREJUDICE

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Joint Stock Company “Russian Standard” Corporation”, a joint stock company organised and existing under the laws of the Russian Federation acting by its Director Nouriakhmetova Nelia Ravilevna and its Chief Accountant Sipyagina Julia Jurievna	) ) ) ) ) ) )	______________________________________ Name: Nouriakhmetova Nelia Ravilevna Status: Director
	) ) ) ) ) )	______________________________________ Name: Sipyagina Julia Jurievna Status: Chief Accountant
EXECUTED as a DEED by Steb Holdings Ltd., a company organised and existing under the laws of the British Virgin Islands acting by Director Vladimirs Petrovs	) ) ) ) ) ) ) )	______________________________________ Name: Vladimirs Petrovs Status: Director
Witnessed by:	) ) ) ) )	Name:   Status: Administrator
EXECUTED as a DEED by the Roust Trading Ltd., a company organised and existing under the laws of Bermuda acting by its Directors Nouriakhmetova Nelia Ravilevna and Wendell Malcolm Hollis	) ) ) ) ) ) ) )	______________________________________ Name: Nouriakhmetova Nelia Ravilevna Status: Director
	) ) ) ) ) )	_____________________________________ Name: Wendell Malcolm Hollis Status: Director

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EX-99.45

Exhibit 99.45

EXECUTION COPY

FEES LETTER

Roust Trading Ltd

25 Belmont Hills Drive

Warwick WK 06

Bermuda

(“RTL”)

Attn:     The Directors

Closed Joint Stock Company “Russian Standard Corporation” (3AO «Koмnaнuя «Pyccĸuŭ Cmaн∂apm»)

123610

Moscow

Krasnopresnenskaya nab 12, office 1507

(“RSC”)

Attn:     The Directors

8 April 2013

Dear Sirs,

Fees Letter

This fees letter constitutes a legally binding agreement between the Parties.

1. INTRODUCTION

(a) We refer to:

(i) the term sheet (the “Term Sheet”) dated on or around the date of this fees letter between RTL, RSC and Steb Holdings Ltd. (the “Lender”); and

(ii) the deed of guarantee and indemnity (the “Guarantee”) dated on or around the date of this fees letter between RTL and RSC (together, the “Guarantors”) and the Lender.

(b) Unless otherwise defined in this fees letter or unless the context otherwise requires, capitalised terms defined in the Term Sheet and/or the Guarantee, as applicable, shall have the same meaning when used in this fees letter.

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2. FEES

Without prejudice or limitation to the Term Sheet and/or the Guarantee, in consideration of the Lender entering into the Term Sheet and the Guarantee, and in consideration of £1, receipt of which is hereby acknowledged, RTL hereby agrees that it shall pay (or cause to be paid) the following fees to the Lender in the manner set out below, such payments being guaranteed at all times by RSC. Notwithstanding anything to the contrary set forth in the Term Sheet, RTL and RSC shall not be required to pay the fees set forth in both this Fees Letter and the Term Sheet, but rather shall only be required to pay one or the other. Accordingly, the fees set forth in this Fees Letter shall be decreased on a dollar-for-dollar basis by the amount of the payment by RTL or RSC in respect of the corresponding fees in the Term Sheet and the fees set forth in the Term Sheet shall be decreased on a dollar-for-dollar basis by the amount of the payment by RTL or RSC of the corresponding fees under this Fees Letter. When the payment of any fee set forth herein is stated to be due on a day that is not a Business Day, such payment shall instead be due on the immediately succeeding Business Day.

2.1 Arrangement fee

An arrangement fee (the “Arrangement Fee”) equal to USD 500,000 to be paid to the Lender within 5 Business Days from the date on which the Term Sheet is signed by the parties thereto.

2.2 Commitment Fee

A commitment fee (the “Commitment Fee”) of USD 10,333,333 to be paid to the Lender in the following instalments:

(a) one-third of the Commitment Fee shall be due and payable on the date of the Drawdown;

(b) one-third of the Commitment Fee shall be due and payable on the date that is three months after the date of the Drawdown; and

(c) one-third of the Commitment Fee shall be due and payable on the date that is six months after the date of the Drawdown.

2.3 Break-up Fee

(a) A fee (the “Break-up Fee”) in the amount of USD 15,000,000 minus the amount of any Arrangement Fee paid hereunder, in the event that the Borrower does not incur the Loan prior to the expiration or termination, as applicable, of the Commitment Period, which Break-up Fee shall be due and payable within fifteen (15) calendar days following receipt by RTL of the Lender’s request therefor; provided, however, that the Lender shall not be entitled to the Break-up Fee if the failure to incur a Loan arises out of or results from any material breach by the Lender of the Term Sheet.

(b) For the avoidance of doubt, any failure to incur the Loan as a result of the Borrower’s or any Guarantor’s failure to obtain necessary approvals, clearances or resolutions, or failure to enter into any Bilateral Facility Agreement or Drawdown the Loan shall not prevent the payment of the Break-Up Fee.

(c) The Lender hereby agrees that, upon payment in full of the Break-up Fee, such fee shall be the Lender’s (and its affiliates’) sole and exclusive remedy with respect to any claims (whether at law, or equity, in contract, in tort or otherwise) in respect of this Fee Letter, the Term Sheet and the transactions contemplated thereby, and neither RTL nor any other party hereto nor any of their respective affiliates shall have any additional liability whatsoever to the Lender or any of its affiliates under any legal theory whatsoever.

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(d) The Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages if the Borrower does not incur the Loan prior to the expiration or termination, as applicable, of the Commitment Period, the Break-Up Fee payable in such event shall constitute liquidated damages, and not a penalty, and shall be in full and complete satisfaction of any and all damages arising in such event.

3. PAYMENT

(a) Payment of the Arrangement Fee, Commitment Fee and Break-up Fee (together, the “Fees”) shall be guaranteed by RSC and paid to the Lender:

(i) In U.S. Dollars the currency of invoice and in immediately available, freely transferable cleared funds to such account(s) with such banks as the Lender timely notifies RTL.

(ii) Without any deduction or withholding for or on account of tax (a “Tax Deduction”) unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(iii) Exclusive of any value added tax or similar charge (“VAT”). If VAT is chargeable, RTL shall also at the same time pay to the recipient of the relevant payment an amount equal to the amount of the VAT.

4. INDEMNITY

(a) In addition to the fees, charges, interest, commissions and other amounts whatsoever due or becoming due to the Lender hereunder, each Guarantor shall, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by it as a result of a failure by the Guarantors to pay any amount due under this Fees Letter on its due date.

5. NON-REFUNDABLE

Except as otherwise set forth in preceding Section 2 hereof, the Fees once paid are non-refundable and non-creditable against any other fees payable in connection with the Term Sheet, the Guarantee and the transactions contemplated thereby.

6. MISCELLANEOUS

(a) Except as expressly provided otherwise in this Fees Letter, the terms of this Fees Letter may be enforced only by a party to it and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded. Notwithstanding any term of this Fees Letter, no consent of a third party is required for any termination or amendment of this Fees Letter.

(b) This Fees Letter may be executed in any number of counterparts and all those counterparts taken together shall be deemed to constitute one and the same letter.

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7. GOVERNING LAW AND JURISDICTION

(a) This Fees Letter (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with English law.

(b) Any dispute arising out of or in connection with this fees letter (including a dispute relating to the existence, validity or termination of this fees letter or any non-contractual obligation arising out of in connection with this fees letter) (a "Dispute") shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) (the "Rules"). For the purposes of arbitration, the Parties waive any right of application to determine a preliminary point of law or appeal on a point of law under Sections 45 and 69 of the Arbitration Act 1996.

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EXECUTION COPY

If you agree to the above, please acknowledge your agreement and acceptance of the terms of this fees letter by signing, scanning and returning the enclosed copy of this fees letter countersigned by you to us.

Yours faithfully

Steb Holdings Ltd.
By:
	Name: Vladimirs Petrovs
	Title:   Director

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EXECUTION COPY

We acknowledge and agree to the above.

Roust Trading Ltd.
By:
	Name: Wendell Malcolm Hollis
	Title: Director

By:
	Name: Nouriakhmetova Nelia Ravilevna
	Title: Director

Closed Joint Stock Company “Russian Standard” Corporation”

By:  

Name: Nouriakhmetova Nelia Ravilevna

Title: Director

By:  

Name: Sipyagina Julia Jurievna

Title: Chief Accountant

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