SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 23)*

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

153435102

(CUSIP Number)

Mark Kaufman

16, boulevard de la Princesse Charlotte

98000 Monaco

+ 7 495 786 7601

With copies to:

Ben Burman

Darrois Villey Maillot Brochier AARPI

69, avenue Victor Hugo

75116 Paris, France

+ 33 1 45 02 19 19

(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)

March 5, 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), 240.13d-1(f) or 240.13d-1(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 Rule 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 disclosures 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Explanatory Note

This Amendment No. 23 to Schedule 13D (this “Amendment No. 23”) is being filed by Mr. Mark Kaufman (“Kaufman”) and W&L Enterprises Ltd. (“W&L”, and together with Kaufman, the “Reporting Persons”) and relates to the shares of common stock, par value $0.01 per share (“Common Shares”), of Central European Distribution Corporation, a corporation organized under the laws of the State of Delaware (the “Issuer”). This Amendment No. 23 amends the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2011, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 12, 2011, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 9, 2011, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on February 21, 2012, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2012, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on April 13, 2012, Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on May 10, 2012, Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on May 30, 2012, Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the SEC on June 6, 2012, Amendment No. 9 to Schedule 13D filed by the Reporting Persons with the SEC on June 15, 2012, Amendment No. 10 to Schedule 13D filed by the Reporting Persons with the SEC on July 12, 2012, Amendment No. 11 to Schedule 13D filed by the Reporting Persons with the SEC on August 2, 2012, Amendment No. 12 to Schedule 13D filed by the Reporting Persons with the SEC on November 14, 2012, Amendment No. 13 to Schedule 13D filed by the Reporting Persons with the SEC on November 19, 2012, Amendment No. 14 to Schedule 13D filed by the Reporting Persons with the SEC on November 27, 2012, Amendment No. 15 to Schedule 13D filed by the Reporting Persons with the SEC on January 16, 2013, Amendment No. 16 to Schedule 13D filed by the Reporting Persons with the SEC on January 25, 2013, Amendment No. 17 filed by the Reporting Persons with the SEC on January 28, 2013, Amendment No. 18 filed by the Reporting Persons with the SEC on February 11, 2013, Amendment No. 19 filed by the Reporting Persons with the SEC on February 18, 2013, Amendment No. 20 filed by the Reporting Persons with the SEC on February 19, 2013, Amendment No. 21 filed by the Reporting Persons with the SEC on February 21, 2013 and Amendment No. 22 filed by the Reporting Persons with the SEC on March 1, 2013 (as so amended, the “Existing Schedule 13D”). Capitalized terms used in this Amendment No. 23 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedule 13D. Except as specifically amended hereby, items in the Existing Schedule 13D remain unchanged.

Item 4. Purpose of Transaction

Item 4 of the Existing Schedule 13D is hereby amended and supplemented as follows:

On March 5, 2013, Kaufman and the A1 Investment Company (a member of Alfa Group) sent a letter (the “March 5 Letter”) to the Board of Directors of the Issuer including a summary term sheet (the “March 5 Term Sheet”) relating to a proposed financial restructuring of the Issuer and certain of its affiliates. The March 5 Letter and March 5 Term Sheet are included as Exhibits 99.17 and 99.18, respectively, to this statement on Schedule 13D and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Existing Schedule 13D is hereby amended and restated in its entirety to read as follows:

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

Exhibit No.	Description
Exhibit 99.1	Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W&L Enterprises Ltd.
Exhibit 99.2	Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.
Exhibit 99.3	Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.4	Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.
Exhibit 99.5	Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman.
Exhibit 99.6	Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer.
Exhibit 99.7	Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.8	Letter, dated August 2, 2012, from Mark Kaufman to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer.
Exhibit 99.9	Letter, dated November 14, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.
Exhibit 99.10	Letter, dated November 19, 2012, from Mark Kaufman to the members of the Board of Directors and the Special Committee of the Issuer.
Exhibit 99.11	Letter, dated January 16, 2013, from Mark Kaufman to the investors, Chairman of the Board of Directors and members of the Board of Directors of the Issuer.
Exhibit 99.12	Letter, dated January 25, 2013, from Mark Kaufman to the Chairman of the Board of Directors and members of the Board of Directors of the Issuer.
Exhibit 99.13	Verified Complaint Pursuant to 8 Del. C. § 211, filed January 28, 2013.
Exhibit 99.14	Letter, dated February 18, 2013, from Mark Kaufman to the Board of Directors of the Issuer.
Exhibit 99.15	Nondisclosure and Confidentiality Agreement, dated as of February 18, 2013, by and between Central European Distribution Corporation and W&L Enterprises Ltd.

Exhibit 99.16	Letter, dated March 1, 2013, from W&L Enterprises Ltd. to the Board of Directors of the Issuer.
Exhibit 99.17	Letter, dated March 5, 2013, from A1 Investments and Mark Kaufman to the Board of Directors of the Issuer.
Exhibit 99.18	Proposed Summary Term Sheet, dated March 5, 2013.

Signature

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

Date: March 5, 2013

/s/ Mark Kaufman
Mark Kaufman
W&L ENTERPRISES LTD.
By:	/s/ Mark Kaufman
Name:	Mark Kaufman
Title:	Director
By:	/s/ Olga Kuritsyna
Name:	Olga Kuritsyna
Title:	Director

Exhibit No.	Description
Exhibit 99.1	Joint Filing Agreement, dated as of August 28, 2011, by and between Mark Kaufman and W&L Enterprises Ltd.1
Exhibit 99.2	Letter, dated September 12, 2011, from Mark Kaufman to William V. Carey, Chief Executive Officer of the Issuer, David Bailey, Lead Director of the Issuer, and the other members of the Board of Directors of the Issuer.2
Exhibit 99.3	Letter, dated December 9, 2011, from Mark Kaufman to the members of the Board of Directors of the Issuer.3
Exhibit 99.4	Letter, dated February 21, 2012, from Mark Kaufman to the Chairman of the Board of Directors of the Issuer.4
Exhibit 99.5	Letter, dated March 12, 2012, from William V. Carey, Chief Executive Officer of the Issuer and David Bailey, Lead Director of the Issuer, to Mark Kaufman (filed as Exhibit 99.1 to the Current Report on Form 8–K filed by the Issuer with the SEC (File no. 001–35293) on March 13, 2012, and incorporated herein by reference).
Exhibit 99.6	Letter, dated May 10, 2012, from Mark Kaufman to the Chairman of the Board of Directors and other members of the Board of Directors of the Issuer.5
Exhibit 99.7	Letter, dated July 12, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.6
Exhibit 99.8	Letter, dated August 2, 2012, from Mark Kaufman to Roustam Tariko, Non-Executive Chairman of the Board of Directors of the Issuer, and N. Scott Fine, Lead Director of the Issuer.7
Exhibit 99.9	Letter, dated November 14, 2012, from Mark Kaufman to the members of the Board of Directors of the Issuer.8
Exhibit 99.10	Letter, dated November 19, 2012, from Mark Kaufman to the members of the Board of Directors and the Special Committee of the Issuer.9
Exhibit 99.11	Letter, dated January 16, 2013, from Mark Kaufman to the investors, Chairman of the Board of Directors and members of the Board of Directors of the Issuer.10
Exhibit 99.12	Letter, dated January 25, 2013, from Mark Kaufman to the Chairman of the Board of Directors and members of the Board of Directors of the Issuer.11
Exhibit 99.13	Verified Complaint Pursuant to 8 Del. C. § 211, filed January 28, 2013.12
Exhibit 99.14	Letter, dated February 18, 2013, from Mark Kaufman to the Board of Directors of the Issuer.13
Exhibit 99.15	Nondisclosure and Confidentiality Agreement, dated as of February 18, 2013, by and between Central European Distribution Corporation and W&L Enterprises Ltd.14
Exhibit 99.16	Letter, dated March 1, 2013, from W&L Enterprises Ltd. to the Board of Directors of the Issuer.15
Exhibit 99.17	Letter, dated March 5, 2013, from A1 Investments and Mark Kaufman to the Board of Directors of the Issuer.16

Exhibit 99.18 Proposed Summary Term Sheet, dated March 5, 2013.¹⁶

1 Previously filed with the Statement on Schedule 13D, dated August 29, 2011 (File no. 005-56061)

2 Previously filed with the Statement on Schedule 13D, dated September 12, 2011 (File no. 005-56061)

3 Previously filed with the Statement on Schedule 13D, dated December 9, 2011 (File no. 005-56061)

4 Previously filed with the Statement on Schedule 13D, dated February 21, 2012 (File no. 005-56061)

5 Previously filed with the Statement on Schedule 13D, dated May 10, 2012 (File no. 005-56061)

6 Previously filed with the Statement on Schedule 13D, dated July 12, 2012 (File no. 005-56061)

7 Previously filed with the Statement on Schedule 13D, dated August 2, 2012 (File no. 005-56061)

8 Previously filed with the Statement on Schedule 13D, dated November 14, 2012 (File no. 005-56061)

9 Previously filed with the Statement on Schedule 13D, dated November 19, 2012 (File no. 005-56061)

10 Previously filed with the Statement on Schedule 13D, dated January 16, 2013 (File no. 005-56061)

11 Previously filed with the Statement on Schedule 13D, dated January 25, 2013 (File no. 005-56061)

12 Previously filed with the Statement on Schedule 13D, dated January 28, 2013 (File no. 005-56061)

13 Previously filed with the Statement on Schedule 13D, dated February 18, 2013 (File no. 005-56061)

14 Previously filed with the Statement on Schedule 13D, dated February 19, 2013 (File no. 005-56061)

15 Previously filed with the Statement on Schedule 13D, dated March 1, 2013 (File no. 005-56061)

16 Filed herewith

EX-99.17

Exhibit 99.17

Strictly Private and Confidential.

Members of the Board of Directors

Central European Distribution Corporation

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

United States of America

March 5, 2013

Subject to contract, definitive documentation and confirmatory due diligence.

Dear Members of the Board,

The A1 Investment Company (“A1”), a member of Alfa Group, and Dr. Mark Kaufman (“MK” and with A1, “we”) and our respective affiliates have decided to join forces to sponsor a chapter 11 plan of reorganisation (the “Plan”) for the restructuring of Central European Distribution Corporation (“CEDC” or the “Company”).

The Plan will be supported by a consortium of investors led by A1, and including MK and certain other investors (the “Consortium”), which will invest up to USD 225 million in the restructuring of CEDC in exchange for 85% of the equity of the reorganized CEDC. The Plan would be implemented through pre-arranged cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Before commencement of the chapter 11 cases, the Company, the Consortium and a sufficient majority of holders of the 2016 Notes would execute a plan support agreement to provide a stable and swift path towards confirmation of the Plan.

The Consortium believes that its proposal substantially improves on the term sheet dated February 28, 2013, between Roust Trading Limited (“RTL”) and certain holders of the 2016 Notes represented by the Steering Committee (as such terms are defined in such term sheet).

We attach a term sheet reflecting the terms of our Plan, based upon the recent RTL proposal, and a copy marked to show the differences.

Presentation of A1

A1 is an investment company of the Alfa Group, which is one of the largest privately-owned financial and industrial conglomerates in Russia with approximately USD 60 billion of assets.

Thanks to its longstanding investment experience in Russia and CIS, particularly in solving complicated corporate situations, A1 will constitute a strong partner to enhance the operations of CEDC in the region.

In addition, A1 will be in a position to support the development of CEDC through A1’s portfolio company X5 Group, the largest retailer in Russia, and through A1’s strong ties with financial institutions across Russia, CIS and Central Europe.

Presentation of Dr. Mark Kaufman

Dr. Mark Kaufman is an entrepreneur and executive with over 20 years of international experience in the wines and spirits sector. Dr. Kaufman was the Chairman, President and Chief Executive Officer of the Whitehall Group, a leading Russian importer and distributor of premium wines and spirits, which he founded in 1992 and sold to Central European Distribution Corporation in several transactions between May 2008 and February 2011.

From its formation in June 2006 through February 2010, Dr. Kaufman was Chief Executive Officer of OOO Moët Hennessy Whitehall Rus, the Russian joint venture between Whitehall and Moët Hennessy International. From March 2010 until March 2011, Dr. Kaufman was Chairman of the Board of this joint venture. Since April 2011, Dr. Kaufman has served as Co-Chairman of the Moët Hennessy Advisory Board for Russia.

Dr. Kaufman has been an active promoter of the finest international wines and spirits. In recognition, he has been awarded some of the most prestigious decorations in several countries, including “Commandeur de l’Ordre du Mérite Agricole” of France, and “Gran Official of Orden de Bernardo O’Higgins” of Chile.

Dr. Kaufman graduated as a radio telecommunications engineer from Moscow Telecommunications Institute in 1985 and holds advanced degrees in economics (masters, Ph.D. and D.Sc.). He is currently the Head of the Macroeconomic and Econometrics Research Center at the Russian Academy of Science Institute of Economics.

Main terms of the Plan

The main terms of our Plan, detailed in the term sheet attached to this letter, are set out below:

Consideration for 2016 note holders

• USD 175 million of cash investment, the proceeds of which shall be used exclusively by the Company to make available a cash out option

• All remaining 2016 Notes that do not elect the cash out option shall receive, on a pro rata basis, USD 660 million consideration comprising:

• USD 50 million in cash paid on a rata basis (together with any remaining portion of the cash investment not paid out in the cash out option)

• New senior secured notes due 2018 (USD 410 million)

• New convertible junior secured notes due 2018 (USD 200 million)

Consideration for unsecured debt holders and current shareholders

• Unsecured debt holders shall include holders of convertible senior notes due 2013, RTL’s USD 50 million credit facility, RTL’s outstanding notes due 2013 and all other unsecured claims

• These unsecured debt holders and current shareholders shall receive no more than 15% of the reorganized equity, subject to dilution, including by a management incentive plan

Consideration for the Consortium

• No less than 85% of the reorganized equity, subject to dilution, including by a management incentive plan

Key principles of the Plan

For more than two years, CEDC has faced a severe crisis that can be overcome only through a substantial financial and managerial commitment. The Consortium is prepared, and has the resources necessary, to make such a commitment and restore CEDC to a leading position in Russia and other key markets.

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To this end, the Consortium believes that any restructuring should not only offer an immediate solution to CEDC’s balance sheet crisis but also build the foundations for a viable turn-around of the Company in order to safeguard the interests of creditors and restore investors’ confidence. The participation of A1 in the Consortium will prove instrumental in accomplishing both of these goals. For example, A1’s association with the Alfa Group and broad relationships among institutions in Russia, CIS and Central Europe will provide greater support for the Plan from the Company’s bilateral lenders.

The Plan, further detailed in the attached term sheet, aims to adhere to the following key principles:

• In order to allow management to focus on a real operational turn-around plan, CEDC’s new liquidity profile should allow sufficient headroom to absorb potential fluctuations in its business, and release excessive pressure on the Company generated by short-term financing needs.

• CEDC’s leverage post-restructuring should be reasonable, taking into account factors such as the risk profile of CEDC and its core markets, comparable ratios in the alcohol industry, the impact of fluctuations in currencies, and unpredictable global capital and debt markets.

• The claims of the various constituencies involved should be treated in light of their status if CEDC were to file for chapter 11 bankruptcy protection. For instance, as mentioned in MK’s letter to CEDC dated March 1, 2013, the claims of RTL should not be treated more favorably than those of other unsecured creditors.

• Appropriate flexibility and conditionality should be offered under the Plan to the existing owners of the 2016 Notes.

• Our Plan provides that following the restructuring, the Consortium shall have proportionate Board nomination rights. Governance should reflect the highest market standards for leading public companies. We believe the composition of the Board, and of its various committees, should include representatives of the key shareholders, as well as independent professionals, in order to balance any potential conflicts of interest, and ensure that the Directors will scrupulously exercise their fiduciary duties in the best interest of all stockholders and debt holders. In addition, following the restructuring, CEDC shall exit from any governance agreements with RTL.

• Finally, we suggest that CEDC’s business plan should be challenged, and, as the case may be, reviewed in line with the Consortium’s proposed strategy. The knowledge and expertise of Dr. Kaufman will also provide significant additional value through oversight of relevant aspects of the strategic and operational plans of CEDC.

Next steps

Our immediate and primary goal is to discuss the Plan with CEDC and its advisors. We also strongly believe the Plan is a sound basis by which the support of all the constituencies involved, including the Steering Committee, whose objectives were discussed in-depth with A1 and MK during separate meetings held February 20, 2013 in Paris, could be obtained.

Time is of the essence and we therefore suggest holding a working meeting in Paris at your earliest convenience.

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Please find attached our working group list.

Truly yours,

A1 INVESTMENT COMPANY
/s/ Mikhail Khabarov
By:	Mikhail Khabarov
Title:	President
DR. MARK KAUFMAN
/s/ Mark Kaufman

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EX-99.18

Exhibit 99.18

PRIVILEGED & CONFIDENTIAL

Consortium Draft 4 March 2013

Subject to Contract, Definitive Documentation and Confirmatory Due Diligence

PROPOSED SUMMARY TERM SHEET

5 March 2013

This is a term sheet (the “Term Sheet”) relating to the proposed financial restructuring of Central European Distribution Corporation (the “Company”) and certain of its affiliates (the “Proposed Restructuring”) to be led by a consortium headed by the A1 Investment Company (a member of Alfa Group) and including Mark Kaufman and certain other third party investors (the “Consortium”).

This Term Sheet is not an offer or a solicitation with respect to any securities of the Company or a solicitation of acceptances of a chapter 11 plan within the meaning of section 1125 of title 11 of the United States Code (the “Bankruptcy Code”). Nothing herein shall be deemed to be the solicitation of an acceptance or rejection of a chapter 11 plan.

Consideration for 2016 Noteholders	The Proposed Restructuring shall include the following:
	(a)	The Consortium to provide a new $175 million cash investment into the Company (the “New Cash”)1, the proceeds of which shall be exclusively used by the Company or the Issuer to make available a cash out option for the 9.125% senior secured notes and 8.875% senior secured notes, each due 2016 (the “2016 Notes”), issued by CEDC Finance Corporation International, Inc. (the “Issuer”), at a price range and using mechanics as agreed by the ad hoc Committee of 2016 Bondholders (the “Steering Committee”) and the Consortium (the “Cash Option”).2 Any New Cash not expended by the Company or the Issuer pursuant to the Cash Option opportunity shall be added to the consideration to be exchanged for existing 2016 Notes described in (b) below on a pro rata basis, but to be first applied to their debt.
	(b)	All remaining 2016 Notes that do not elect the Cash Option shall receive:
			(i)	$50 million in cash paid on a ratable basis (together with any remaining portion of the New Cash not paid pursuant to the Cash Option);
			(ii)	Senior secured notes due 2018 (the “New Senior Notes”) with an aggregate principal amount equal to (i) $410 million plus (ii) an amount equal to the interest accrued but unpaid on the outstanding 2016 Notes that do not elect the Cash Option in accordance with their existing terms in respect of the period from 16 March 2013 to the earlier of 1 June 2013 and the date preceding the date of issuance of the New Senior Notes; and

¹  The $175 million New Cash includes an amount in consideration for the interest accrued but unpaid on the 2016 Notes in respect of the period from 2 December 2012 to 15 March 2013.

²  We are willing to discuss with the Company and the Steering Committee the mechanics to be used in implementing the cash out option so as to achieve the same result as a reverse Dutch auction.

	(iii)    $200 million convertible junior secured notes due 2018 (the “Convertible PIK Toggle Notes” and together with the New Senior Notes, the “New Notes”).
	(c)     An early consent fee of 50bps of the principal amount of the 2016 Notes for those holders of 2016 Notes (“2016 Noteholders”) who support the Proposed Restructuring and execute the Plan Support Agreement (as defined below) by a date to be agreed upon by the Consortium and the Company.
Excess Cash	On the effective date of the Proposed Restructuring, to the extent that available cash exceeds all cash needed to effect the Proposed Restructuring (including all cash required to satisfy all administrative expenses, priority claims and other claims required to be satisfied in cash on the effective date) plus $[—] dollars, the excess cash will be paid to the 2016 Noteholders for application against the principal amount of the New Senior Notes.
Terms of the New Notes
New Notes Issuer	The Issuer
New Notes Offered	The New Senior Notes and the Convertible PIK Toggle Notes
Coupon	(a)     New Senior Notes: 8% interest with 1% step-up per annum to a maximum of 10% (i.e., 8% until 30 April 2014, 9% from 1 May 2014 to 30 April 2015, and 10% from 1 May 2015 to 30 April 2018); for first year, interest to be 50% cash, 50% PIK.
	(b)     Convertible PIK Toggle Notes: 10% per annum PIK or cash pay semi-annually at the election of the Issuer.
	(c)     Interest on the New Notes shall accrue from the earlier of (i) their date of issuance, or (ii) 1 June 2013.
Interest Payable	Both cash and PIK interest shall be payable semi-annually on 30 April and 31 October of each year, commencing on 31 October 2013.
Maturity Date	30 April 2018
Convertible PIK Toggle Notes Conversion Feature	The Convertible PIK Toggle Notes shall be convertible, at the option of the holders of the Convertible PIK Toggle Notes, beginning 18 months from the closing date of the Proposed Restructuring (the “Initial Conversion Date”). The percentage of the Company’s equity issuable on conversion of the Convertible PIK Toggle Notes shall be:
	(a)     20% from the Initial Conversion Date until 31 December 2015,

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	(b)	25% from 1 January 2016 until 31 December 2016,
	(c)	30% from 1 January 2017 until 31 December 2017, and
	(d)	35% from 1 January 2018 until the Maturity Date.
Optional Redemption	The Issuer may redeem some or all of the New Senior Notes at any time after issue at a redemption price equal to their principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any, as follows: The redemption price for the New Senior Notes shall equal:
	(a)	104% of par from issuance until 30 April 2014;
	(b)	103% of par from 1 May 2014 until 30 April 15;
	(c)	102% of par from 1 May 2015 until 30 May 16;
	(d)	101% of par from 1 May 2016 until, but not including 30 April 18.
	The Issuer may redeem some or all of the Convertible PIK Toggle Notes at any time at par plus accrued and unpaid interest, if any; provided, that any optional redemption must be in minimum increments of at least $20 million in principal amount (or, if there is less than $150 million aggregate principal amount of Convertible PIK Toggle Notes outstanding, the difference between such amount outstanding and $130 million), and further that any optional redemption that would result in there being less than $130 million aggregate principal amount of Convertible PIK Toggle Notes outstanding, must be for all remaining Convertible PIK Toggle Notes.
Mandatory Prepayment	100% of the net proceeds of asset sales (in excess of $20 million) shall be applied within 30 days of receipt to redeem at 100% of par plus accrued interest the New Senior Notes and following repayment of the New Senior Notes the Convertible PIK Toggle Notes (subject to customary exceptions to be agreed between the Consortium and the Company).
Ranking	The New Notes will be senior secured obligations of the Issuer, and will be guaranteed by the Company and substantially all of its subsidiaries. The Company and the Issuer will have no indebtedness for borrowed money other than intercompany debt and the New Notes (and the Company’s guarantee thereof), provided that the Company and the Issuer shall be entitled to incur refinancing indebtedness solely with respect to some or all of the New Notes (for these purposes refinancing indebtedness shall be defined as debt in a principal amount no greater than the debt refinanced (plus interest, fees, expenses and premiums paid) and with a final maturity and weighted average life to maturity no earlier

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	than the New Notes) provided that if refinancing indebtedness is incurred to refinance the New Convertible PIK Toggle Notes then such refinancing indebtedness shall be (i) subordinated to the New Senior Notes on the same basis as the New Convertible PIK Toggle Notes; (ii) incur interest (whether in cash, PIK or otherwise) at a rate no greater than the New Convertible PIK Toggle Notes; and (iii) not be redeemable while any New Senior Notes remain outstanding. The New Senior Notes will rank senior in right of payment to the Convertible PIK Toggle Notes on an insolvency. The relative priority of the New Senior Notes and the Convertible PIK Toggle Notes shall be governed by an intercreditor agreement on terms to be agreed by the Consortium and the Company.
Guarantees	The New Notes will be guaranteed by the Company and substantially all of its subsidiaries (the “Guarantees”) with exceptions to be agreed.
Security	To the extent legally permissible and permitted by the existing debt obligations of the Company’s subsidiaries, the New Notes will be secured against all assets of the Company and its subsidiaries.
	The Consortium and the Company will discuss and agree a new holdco structure to give the New Notes shared security over one or more holding companies in a jurisdiction to be agreed.
Covenants/EODs	The indentures for the New Notes (the “New Notes Indentures”) shall contain covenants and events of default to be agreed between the Consortium and the Company. In particular, the New Notes Indentures will contain covenants (including baskets and carve-outs, where agreed) that limit or prohibit, among other things, the ability of the Company, the Issuer and their subsidiaries to: •   incur additional indebtedness; •   make certain restricted payments; •   transfer or sell assets; •   enter into transactions with affiliates; •   create certain liens; •   create restrictions on the ability of restricted subsidiaries to pay dividends or make other payments; •   issue guarantees of indebtedness by restricted subsidiaries; •   enter into sale and leaseback transactions;

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		•   merge, consolidate, amalgamate or combine with other entities; •   designate Restricted Subsidiaries as unrestricted subsidiaries; and •   engage in any business other than a permitted business.
Denomination		The New Notes will be issued and transferable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Consortium Change of Control		The New Notes Indentures shall contain typical change of control protection requiring the Issuer to offer to purchase the New Notes at a price of 101% of par upon a “Change of Control”. The final definition of Change of Control shall be discussed and agreed between the Consortium and the Company save that a “Change of Control” shall be deemed to take place upon, inter alios: (i) any transaction that results in the merger or any other combination of the Company or any of its restricted subsidiaries and the Consortium or any of its affiliates (other than the Company and its restricted subsidiaries), (ii) sale of the Company’s Russian and/or Polish business to the Consortium; or (iii) the consummation of any transaction that results in the reincorporation of the Company outside of Delaware.
Currency		US Dollars
Governing Law		New York
Reporting		The New Notes Indentures will provide that, whether or not the Company retains its equity listing it will continue to prepare and make public financial and other information in form identical to SEC requirements (and generally accepted European high yield reporting standards, to include quarterly investor calls), until the last New Note is repaid. Such reporting requirement shall also be included in the Company’s charter and bylaws, for the benefit of shareholders.
New Equity
Equity Allocation	(a)	Consortium – no less than 85% or the reorganized equity; and
	(b)	Holders of (i) the Company’s 3% Convertible Senior Notes due 2013, (ii) outstanding notes issued by the Company to Roust Trading Limited (“RTL”) with a maturity date of March 18, 2013, (iii) debt under the $50 million credit facility provided by RTL to CEDC pursuant to a binding term sheet between CEDC and RTL, dated December 28, 2012 that is not joined in the Consortium bid, and (iv) other Company unsecured debt, and existing Company shareholders shall hold no more than 15% of the reorganized equity.

5

	The reorganized equity shall be subject to dilution by a management equity incentive plan implemented in connection with the Proposed Restructuring. Issuance of new shares upon conversion of Convertible PIK Toggle Notes shall dilute all shares then outstanding, including management equity incentive plan shares.
Share Issuer	The Company
State of Incorporation	Delaware
Listing	To be determined at the Consortium’s sole discretion, subject to registration rights in favor of the equity underlying the Convertible PIK Toggle Notes.
Shareholder Protections	Upon conversion of the Convertible PIK Toggle Notes, the resulting equity shall have certain minority shareholder protections to be agreed, including but not limited to tag rights, registration rights, preemption rights, approval rights on certain issuances of additional equity and, subject to appropriate ownership levels, board seats/observer rights.
Implementation	The Proposed Restructuring shall be implemented in the manner agreed between the Consortium and the Company through a plan of reorganization confirmed under chapter 11 of the Bankruptcy Code.
Conditions to the Consortium’s Investment	Subject to contract and the conditions below, and in exchange for no less than 85% of the equity in the Company, the Consortium will by 30 June 2013 invest the New Cash into the Company (the “Consortium Investment”). The Consortium Investment shall be conditioned on, among other things: (i) all applicable legal and regulatory requirements, including (without limitation) approvals required by the Consortium under applicable antitrust and competition laws and regulations, shall be satisfied; (ii) execution of a mutually acceptable plan support agreement (the “Plan Support Agreement”) among the Consortium, the Company and a sufficient majority of the 2016 Noteholders, (iii) confirmation of a plan of reorganization under chapter 11 of the Bankruptcy Code reflecting the terms of this Term Sheet and entry of an order confirming such plan, in each case, in form and substance acceptable to the Consortium, (iv) an agreed transaction structure such that neither the Consortium nor any of its affiliates is required to make a mandatory tender offer for any shares that it does not own under applicable rules of the Warsaw Stock Exchange, (v) the Consortium’s completion of confirmatory due diligence, (vi) negotiation and execution of definitive documentation satisfactory to the Consortium and (vii) such other conditions that are reasonable and customary for this type of transaction.

6

Joint Conditions	The obligations of the Consortium, on the one hand, and the Company, on the other hand to support the Proposed Restructuring shall be conditioned, among other things, on the following being satisfactory to the Consortium acting in its sole discretion and the Company: (i) all documentation with respect to the Consortium Investment and related to the Proposed Restructuring, (ii) corporate governance arrangements for the Company, including proportionate board nomination rights; and (iii) that 2016 Noteholders who do not support the Proposed Restructuring are unable to exercise remedies against the Company’s direct and indirect subsidiaries.
Miscellaneous
Non-Binding Intent	This Term Sheet is not exhaustive, and constitutes solely a summary of the key terms of the Proposed Restructuring. The matters contained in this Term Sheet are subject to the good faith negotiation, drafting and execution of definitive long form documentation. Nothing in this Term Sheet shall give rise to any legally binding obligation.
Advisory Fees	The plan of reorganization under chapter 11 of the Bankruptcy Code implementing the Proposed Restructuring will provide that all fees and expenses under the engagement letters for Cadwalader, Wickersham & Taft LLP and Moelis & Company, advisors to the Steering Committee, Benoit & Associés, Darrois Villey Maillot Brochier and Wachtell, Lipton, Rosen & Katz, advisors to Mark Kaufman, and Rothschild Inc. and Latham & Watkins LLP, advisors to the A1 Investment Company shall be paid by the Company on the effective date of the plan without further application to the bankruptcy court.
Governing Law	New York.

7

JOINTPROPOSED SUMMARY TERM SHEET

28 February5 March 2013

This is a term sheet (the “Term Sheet”) agreed between Roust Trading Limited (“RTL”) and the beneficial owners (holding an aggregate of approximately 30% in outstanding aggregate principal amount) of $380 million 9.125% senior secured notes and €430 million 8.875% senior secured notes, each due 2016 (the “2016 Notes”) issued by CEDC Finance Corporation International, Inc., (the “Issuer”) listed in the Schedule to this Term Sheet and signatory hereto (the “Steering Committee”) relating to the proposed financial restructuring of Central European Distribution Corporation (the “Company”) and certain of its affiliates (the “Proposed Restructuring”). to be led by a consortium headed by the A1 Investment Company (a member of Alfa Group) and including Mark Kaufman and certain other third party investors (the “Consortium”).

The statements contained in this Term Sheet and all discussions between and among the parties in connection therewith constitute privileged settlement communications entitled to protection under Rule 408 of the Federal Rules of Evidence and shall not be treated as an admission regarding the truth, accuracy or completeness of any fact or the applicability or strength of any legal theory.

This Term Sheet is not an offer or a solicitation with respect to any securities of the Company or a solicitation of acceptances of a chapter 11 plan within the meaning of section 1125 of title 11 of the United States Code (the “Bankruptcy Code”). Nothing herein shall be deemed to be the solicitation of an acceptance or rejection of a chapter 11 plan.

Consideration for 2016 Noteholders The Proposed Restructuring shall include the following:

(a) RTLThe Consortium to provide a new $172175 million cash investment into the Company (the “New Cash”)¹, the proceeds of which shall be exclusively used by the Company or the Issuer to make available a reverse Dutch auction opportunity for the 2016 Notescash out option for the 9.125% senior secured notes and 8.875% senior secured notes, each due 2016 (the “2016 Notes”), issued by CEDC Finance Corporation International, Inc. (the “Issuer”), at a price range and using mechanics as agreed by the ad hoc Committee of 2016 Bondholders (the “Steering Committee”) and the Consortium (the “Dutch AuctionCash Option”).² Any New Cash not expended by the Company or the Issuer pursuant to the Dutch AuctionCash Option opportunity shall be added to the consideration to be exchanged for existing 2016 Notes described in (b) below on a pro rata basis, but to be first applied to their debt.

¹  The $172175 million New Cash includes an amount in consideration for the interest accrued but unpaid on the 2016 Notes in respect of the period from 2 December 2012 to 15 March 2013.

²  We are willing to discuss with the Company and the Steering Committee the mechanics to be used in implementing the cash out option so as to achieve the same result as a reverse Dutch auction.

(b) All remaining 2016 Notes that do not accepted for tender in the Dutch Auctionelect the Cash Option shall be exchanged intoreceive:

(i) $50 million in cash paid on a ratable basis (together with any remaining portion of the New Cash not paid pursuant to the Cash Option);

(ii) (i) Senior secured notes due 2018 (the “New Senior Notes”) with an aggregate principal amount equal to (i) $450410 million plus (ii) an amount equal to the interest accrued but unpaid on the outstanding 2016 Notes that do not accepted for tender in the Dutch Auctionelect the Cash Option in accordance with their existing terms in respect of the period from 16 March 2013 to the earlier of 1 June 2013 and the date preceding the date of issuance of the New Senior Notes; and

(iii) (ii) $200 million convertible junior secured notes due 2018 (the “Convertible PIK Toggle Notes” and together with the New Senior Notes, the “New Notes”).

(c) An early consent fee of 50bps of the principal amount of the 2016 Notes for those holders of 2016 Notes (“2016 Noteholders”) who support the Proposed Restructuring and execute the Plan Support Agreement (as defined below) by a date to be agreed upon by RTLthe Consortium and the Steering CommitteeCompany.

Excess Cash On the effective date of the Proposed Restructuring, to the extent that available cash exceeds all cash needed to effect the Proposed Restructuring (including all cash required to satisfy all administrative expenses, priority claims and other claims required to be satisfied in cash on the effective date) plus $[•] dollars, the excess cash will be paid to the 2016 Noteholders for application against the principal amount of the New Senior Notes.

Terms of the New Notes

New Notes Issuer The Issuer

New Notes Offered The New Senior Notes and the Convertible PIK Toggle Notes

Coupon (a) New Senior Notes: 8% cashinterest with 1% step-up per annum to a maximum of 10% (i.e., 8% until 30 April 2014, 9% from 1 May 2014 to 30 April 2015, and 10% from 1 May 2015 to 30 April 2018); for first year, interest to be 50% cash, 50% PIK.

(b) Convertible PIK Toggle Notes: 10% per annum PIK or cash pay semi-annually at the election of the Issuer.

(c) Interest on the New Notes shall accrue from the earlier of (i) their date of issuance, or (ii) 1 June 2013.

Interest Payable Both cash and PIK interest shall be payable semi-annually on 30 April and 31 October of each year, commencing on 31 October 2013.

Maturity Date 30 April 2018

Convertible PIK Toggle
NoteNotes Conversion
Feature The Convertible PIK Toggle Notes shall be convertible, at the option of the holders of the Convertible PIK Toggle Notes, beginning 18 months from the closing date of the Proposed Restructuring (the “Initial Conversion Date”). The percentage of the Company’s equity issuable on conversion of the Convertible PIK Toggle Notes shall be:

(a) 20% from the Initial Conversion Date until 31 December 2015,

(b) 25% from 1 January 2016 until 31 December 2016,

(c) 30% from 1 January 2017 until 31 December 2017, and

(d) 35% from 1 January 2018 until the Maturity Date.

Optional Redemption The Issuer may redeem some or all of the New Senior Notes at any time after issue at a redemption price equal to their principal amount plus a premium declining ratably to par, plus accrued and unpaid interest, if any, as follows:

The redemption price for the New Senior Notes shall equal:

104% of par from issuance until 30 April 2014;

103% of par from 1 May 2014 until 30 April 15;

102% of par from 1 May 2015 until 30 May 16;

101% of par from 1 May 2016 until, but not including 30 April 18.

The Issuer may redeem some or all of the Convertible PIK Toggle Notes at any time at par plus accrued and unpaid interest, if any; provided, that any optional redemption must be in minimum increments of at least $20 million in principal

amount (or, if there is less than $150 million aggregate principal amount of Convertible PIK Toggle Notes outstanding, the difference between such amount outstanding and $130 million), and further that any optional redemption that would result in there being less than $130 million aggregate principal amount of Convertible PIK Toggle Notes outstanding, must be for all remaining Convertible PIK Toggle Notes.

Mandatory Prepayment 100% of the net proceeds of asset sales (in excess of $20 million) shall be applied within 30 days of receipt to redeem at 100% of par plus accrued interest the New Senior Notes and following repayment of the New Senior Notes the Convertible PIK Toggle Notes (subject to customary exceptions to be agreed between RTLthe Consortium and the Steering CommitteeCompany).

Ranking The New Notes will be senior secured obligations of the Issuer, and will be guaranteed by the Company and substantially all of its subsidiaries.

The Company and the Issuer will have no indebtedness for borrowed money other than intercompany debt and the New Notes (and the Company’s guarantee thereof), provided that the Company and the Issuer shall be entitled to incur refinancing indebtedness solely with respect to some or all of the New Notes (for these purposes refinancing indebtedness shall be defined as debt in a principal amount no greater than the debt refinanced (plus interest, fees, expenses and premiums paid) and with a final maturity and weighted average life to maturity no earlier than the New Notes) provided that if refinancing indebtedness is incurred to refinance the New Convertible PIK Toggle Notes then such refinancing indebtedness shall be (i) subordinated to the New Senior Notes on the same basis as the New Convertible PIK Toggle Notes; (ii) incur interest (whether in cash, PIK or otherwise) at a rate no greater than the New Convertible PIK Toggle Notes; and (iii) not be redeemable while any New Senior Notes remain outstanding.

The New Senior Notes will rank senior in right of payment to the Convertible PIK Toggle Notes on an insolvency.

The relative priority of the newNew Senior Notes and the Convertible PIK Toggle Notes shall be governed by an intercreditor agreement on terms to be agreed by the Steering CommitteeConsortium and RTLthe Company.

Guarantees The New Notes will be guaranteed by the Company and substantially all of its subsidiaries (the “Guarantees”) with exceptions to be agreed.

Security To the extent legally permissible and permitted by the existing debt obligations of the Company’s subsidiaries, the New Notes will be secured against all assets of the Company and its subsidiaries including without limitation, all intercompany debt and the intellectual property rights (including the brands owned by the Company and its subsidiaries) that the Company and its subsidiaries have agreed to pledge in favour of RTL under the RTL Credit Facility (as defined below) (subject to carve outs acceptable to RTL and the Steering Committee, to allow the Company’s operating subsidiaries to secure operating facilities for borrowing in the ordinary course).

RTLThe Consortium and the Steering CommitteeCompany will discuss and agree a new holdco structure to give the New Notes shareshared security over one or more holding companies in a jurisdiction to be agreed.

Covenants/EODs The indentures for the New Notes (the “New Notes Indentures”) shall contain covenants and events of default to be agreed between RTLthe Consortium and the Steering CommitteeCompany.

In particular, the New Notes Indentures will contain covenants (including baskets and carve-outs, where agreed) that limit or prohibit, among other things, the ability of the Company, the Issuer and their subsidiaries to:

• incur additional indebtedness;

• make certain restricted payments;

• transfer or sell assets;

• enter into transactions with affiliates;

• create certain liens;

• create restrictions on the ability of Restricted Subsidiariesrestricted subsidiaries to pay dividends

• or make other payments;

• issue guarantees of indebtedness by Restricted Subsidiariesrestricted subsidiaries;

• enter into sale and leaseback transactions;

• merge, consolidate, amalgamate or combine with other entities;

• designate Restricted Subsidiaries as unrestricted subsidiaries; and

• engage in any business other than a permitted business.

Denomination The New Notes will be issued and transferable in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

RTLConsortium Change of
Control The New Notes Indentures shall contain typical change of control protection requiring the Issuer to offer to purchase the New Notes at a price of 101% of par upon a “Change of Control”.

The final definition of Change of Control shall be discussed and agreed between the Steering CommitteeConsortium and RTLthe Company save that a “Change of Control” shall be deemed to take place upon, inter alios: (i) any transaction that results in the merger or any other combination of the Company or any of its restricted subsidiaries and RTLthe Consortium or any of its affiliates (other than the Company and its restricted subsidiaries), (ii) sale of the Company’s Russian and/or Polish business to RTLthe Consortium; or (iii) the consummation of any transaction that results in the reincorporation of the Company outside of Delaware.

Currency US Dollars

Governing Law New York

Reporting The New Notes Indentures will provide that, whether or not the Company retains its equity listing it will continue to prepare and make public financial and other information in form identical to SEC requirements (and generally accepted European high yield reporting standards, to include quarterly investor calls), until the last New Note is repaid. Such reporting requirement shall also be included in the Company’s charter and bylaws, for the benefit of shareholders.

New Equity

Equity allocationAllocation (a) RTL – following the RTL Investment (as defined below)Consortium – no less than 85% or the reorganized equity; and

(b) Holders of (i) the Company’s 3% Convertible Senior Notes due 2013 (the “2013 Notes”),2013, (ii) outstanding notes issued by the Company to Roust Trading Limited (“RTL”) with a maturity date of March 18, 2013, (iii) debt under the $50 million credit facility provided by RTL to CEDC pursuant to a binding term sheet between CEDC and RTL, dated December 28, 2012 that is not joined in the Consortium bid, and (iv) other Company unsecured debt, and existing Company shareholders shall hold no more than 15% of the reorganized equity,.

allThe reorganized equity shall be subject to dilution by anya management equity incentive plan implemented in connection with the Proposed Restructuring.

Issuance of new shares upon conversion of Convertible PIK Toggle Notes shall dilute all shares then outstanding, including management equity incentive plan shares.

Share issuerIssuer The Company

State of incorporationIncorporation Delaware

Listing To be determined at RTLthe Consortium’s sole discretion, subject to registration rights in favor of the equity underlying the Convertible PIK Toggle Notes.

Shareholder Protections Upon conversion of the Convertible PIK Toggle Notes, the resulting equity shall have certain minority shareholder protections to be agreed, including but not limited to tag rights, registration rights, preemption rights, approval rights on certain issuances of additional equity and, subject to appropriate ownership levels, board seats/observer rights.

Implementation The Proposed Restructuring shall be implemented in the manner agreed between RTL and the Steering Committeethe Consortium and the Company through a plan of reorganization confirmed under chapter 11 of the Bankruptcy Code.

Conditions to RTLthe
Consortium’s Investment Subject to contract and the conditions below, and in exchange for no less than 85% of the equity in the Company, RTLthe Consortium will by 30 June 2013 (a) invest the New Cash into the Company, and (b) convert its debt under the $50 million credit facility described in the term sheet between RTL and the Company made public by the Company on 28 December 2012 (the “RTL Credit Facility”) into equity in the Company (such investment and conversion are collectively referred to herein as the “RTL (the “Consortium Investment”).

The RTLConsortium Investment shall be conditioned on, among other things: (i) all applicable legal and regulatory requirements, including (without limitation) approvals required by RTLthe Consortium under applicable antitrust and competition laws and regulations, shall be satisfied; and (ii) execution of a mutually acceptable plan support agreement (the “Plan Support Agreement”) among the Consortium, the Company and a sufficient majority of the 2016 Noteholders, (iii) confirmation of a plan of reorganization under chapter 11 of the

Bankruptcy Code reflecting the terms of this Term Sheet and entry of an order confirming such plan, in each case, in form and substance acceptable to the Consortium, (iv) an agreed transaction structure such that neither RTLthe Consortium nor any of its affiliates is required to make a mandatory tender offer for any shares that it does not own under applicable rules of the Warsaw Stock Exchange, (v) the Consortium’s completion of confirmatory due diligence, (vi) negotiation and execution of definitive documentation satisfactory to the Consortium and (vii) such other conditions that are reasonable and customary for this type of transaction.

Joint Conditions The obligations of RTLthe Consortium, on the one hand, and the Steering CommitteeCompany, on the other hand to support the Proposed Restructuring shall be conditioned, among other things, on the following being satisfactory to RTLthe Consortium acting in its sole discretion and the Steering Committee acting by a majority of its members by valueCompany: (i) all documentation with respect to the RTLConsortium Investment and related to the Proposed Restructuring, (ii) corporate governance arrangements for the Company, including proportionate board nomination rights; and (iii) that 2016 Noteholders who do not support the Proposed Restructuring are unable to exercise remedies against the Company’s direct and indirect subsidiaries.

Miscellaneous

Non-Binding Intent This Term Sheet is not exhaustive, and constitutes solely a summary of the key terms of the Proposed Restructuring. The matters contained in this Term Sheet are subject to the good faith negotiation, drafting and execution of definitive long form documentation. Except with respect to paragraphs “Confidentiality”, “Governing Law” and “Steering Committee Undertaking” set out herein, nothing Nothing in this Term Sheet shall give rise to any legally binding obligation.

Confidentiality This Term Sheet and its contents are strictly confidential and, none of RTL, any member of the Steering Committee or any of their respective affiliates may disclose it to any person without the prior written consent of RTL, in the case of disclosure by any member of the Steering Committee, or Cadwalader, Wickersham & Taft LLP (“Cadwalader”), in the case of any disclosure by RTL or any of its affiliates; provided, that this provision shall not prevent disclosure (i) to the Company and its advisors, (ii) on a need-to-know basis to such person’s respective directors, officers, counsel, accountants, financial advisors and affiliates who are directly involved in the Proposed Restructuring and (iii) as required or requested with respect to any applicable law, regulation, rule of any self-regulatory body or judicial or civil proceeding or investigation or which is necessary to avoid sanction, provided that any disclosure by RTL under Schedule 13-D or otherwise regarding this Joint Summary Term Sheet shall be reviewed in advance by Cadwalader.

Advisory Fees The plan of reorganization pursuant to Chapterunder chapter 11 of the Bankruptcy Code filed with the exchange offerimplementing the Proposed Restructuring will provide that all fees and expenses under the engagement letters for each of Cadwalader, Wickersham & Taft LLP and Moelis & Company, advisors to the Steering Committee and White & Case LLP and Blackstone, Benoit & Associés, Darrois Villey Maillot Brochier and Wachtell, Lipton, Rosen & Katz, advisors to Mark Kaufman, and Rothschild Inc. and Latham & Watkins LLP, advisors to RTL, shall be assumed and all fees and expenses due thereunderthe A1 Investment Company shall be paid by the Company on the effective date of the plan without further application to the bankruptcy court.

RTL Put Option RTL agrees that upon completion of the Proposed Restructuring it shall waive the exercise of the put option contained in the Amended and Restated Securities Purchase Agreement by and between the Company and RTL, dated as of 9 July 2012.

Steering Committee Undertaking Each member of the Steering Committee hereby agrees until 10 March 2013, not to (i) seek, solicit or support or engage in negotiations regarding any reorganization, merger, sale or restructuring of the Company or any of its subsidiaries other than the Proposed Restructuring set forth in this Term Sheet or (ii) sell, assign, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such action, a “Transfer”), any of its 2016 Notes or any right related thereto and including any voting rights associated with such 2016 Notes, unless prior to such Transfer the transferee either is or becomes bound by this Term Sheet.

Governing Law New York law.