AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT BY AND AMONG CENTRAL EUROPEAN DISTRIBUTION CORPORATION, ROUST TRADING LTD. AND JSC “RUSSIAN ALCOHOL GROUP” Effective as of March 8, 2013Securities Purchase Agreement • April 29th, 2013 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), executed on April 26, 2013 and effective as of March 8, 2013, by and among (i) Central European Distribution Corporation (the “Issuer”), (ii) Roust Trading Ltd. (the “Investor”), and (iii) solely for purposes of Section 7.2, Section 8.12, Article IX, Section 10.3, Section 10.4, Section 10.7, Section 11.1, Section 11.2, Section 11.4, Section 11.6 and Section 11.7, JSC “Russian Alcohol Group” (“RAG”).
AMENDED AND RESTATED PLAN SUPPORT AGREEMENTPlan Support Agreement • March 21st, 2013 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages • New York
this Plan Support Agreement is not an offer or a solicitation with respect to any securities of the company or a solicitation of votes with respect to a chapter 11 plan within the meaning of section 1125 of the bankruptcy code. nothing herein shall be deemed to be the solicitation of an acceptance or rejection of a chapter 11 plan. any such offer or solicitation will comply with all applicable securities laws and/or provisions of the bankruptcy code.
RIGHT OF FIRST OFFER AGREEMENT AMONG ROUST TRADING LTD. AND THE OTHER PARTIES HERETO Dated as of April 23, 2012Right of First Offer Agreement • April 25th, 2012 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of the 23rd day of April, 2012, by and among (i) Roust Trading Ltd., a Bermuda company, with its registered office at 25 Belmont Hills Drive, Warwick WK 06, Bermuda (the “Investor”), (ii) WVC 2007 Family LLC, a Delaware limited liability company and William V. Carey as trustee of The William V. Carey Revocable Trust (collectively, the “Holders” and each, a “Holder”) and (iii) Central European Distribution Corporation, a Delaware corporation, with its registered office at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 (the “Company”). This Agreement shall become effective upon the occurrence of, and is subject to, the Second Closing (as such term is defined in the Securities Purchase Agreement, dated as of the date hereof (as it may be amended from time to time in accordance with its terms, the “Securities Purchase Agreement”)) (the “Effective Date”); provided, that, notwithstanding the foregoing, the pro
FORBEARANCE AGREEMENTForbearance Agreement • February 7th, 2013 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Forbearance Agreement (this “Agreement”) is made and entered into as of February 6, 2013 (the “Effective Date”) by and between Central European Distribution Corporation (“CEDC”) and Roust Trading Ltd. (“RTL”).
JOINT SUMMARY TERM SHEETJoint Summary Term Sheet • March 1st, 2013 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages
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”).
DEED OF GUARANTEE AND INDEMNITY – 8 April 2013Deed of Guarantee and Indemnity • April 10th, 2013 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages
TERM SHEET – 8 April 2013Term Sheet • April 10th, 2013 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages
Loan Arranger Roust Trading Ltd. (“RTL” or the “Loan Arranger”). Address: 25 Belmont Hills Drive, Warwick WK 06, Bermuda, Registration Number EC/20415
JOINT FILING AGREEMENTJoint Filing Agreement • April 25th, 2012 • Roust Trading Ltd. • Wholesale-beer, wine & distilled alcoholic beverages
The undersigned hereby agree that this Schedule 13D/A with respect to the beneficial ownership of shares of Common Stock of Central European Distribution Corporation is filed jointly, on behalf of each of them.
