FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.26

FIRST SUPPLEMENTAL INDENTURE

This Supplemental Indenture, dated as of 29 December 2009 (this “Supplemental Indenture”), among Bravo Premium LLC, JSC Distillery Topaz, JSC “Russian Alcohol Group”, Latchey Limited, Limited Liability Company “The Trading House Russian Alcohol”, Lion/Rally Cayman 6, Lion/Rally Lux 1 S.A., Lion/Rally Lux 2 S.à x.x., Lion/Rally Lux 3 S.à x.x., Mid-Russian Distilleries, OOO First Tula Distillery, OOO Glavspirttirest, Pasalba Limited, Premium Distributors sp. z o.o., Sibirsky LVZ (the “Additional Guarantors”), CEDC Finance Corporation International, Inc. (together with its successors and assigns, the “Issuer”), Central European Distribution Corporation (the “Parent”), the entities listed on Schedule I hereto as the existing Guarantors (the “Guarantors”, to the extent then a Guarantor) Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Polish Security Agent and TMF Trustee Limited as Security Agent each under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer, the Parent, the other Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent, and the Security Agent have heretofore executed and delivered an Indenture, dated as of December 2, 2009 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $380 million of 9.125% Senior Secured Notes due 2016 (the “Dollar Notes”) and €380 million of 8.875% Senior Secured Notes due 2016 of the Issuer (the “Euro Notes” and together with the Dollar Notes, the “Notes”);

WHEREAS, the Indenture provides that Persons are required to become Guarantors under certain conditions and circumstances;

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, the Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent and the Security Agent are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder, to add Guarantees with respect to the Notes;

WHEREAS, each party hereto has duly authorized the execution and delivery of this Supplemental Indenture and has done all things necessary to make this Supplemental Indenture a valid agreement in accordance with its terms;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Additional Guarantors, the Issuer, the Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent and the Security Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein

defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee, the Polish Security Agent and the Security Agent acting on behalf or for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1. Agreement to be Bound. The Additional Guarantors hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Additional Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2. Guarantee. Subject to the terms of the Indenture, the Additional Guarantors hereby fully, unconditionally and irrevocably Guarantees, as primary obligor and not merely as surety, jointly and severally with each of the other Guarantors, on a senior secured basis to each Holder of a Note authenticated by the Trustee or the Authenticating Agent and to the Trustee, Polish Security Agent and Security Agent and each of their successors and assigns the full and prompt performance, whether at maturity, by acceleration, redemption or otherwise, of all of the Issuer’s obligations (including the Parallel Obligations) under the Indenture and the Notes, including the payment of principal of, and premium, if any, and interest on the Notes and all other obligations of the Issuer to the Holders, the Trustee, the Polish Security Agent and the Security Agent under the Indenture and the Notes pursuant to Article X of the Indenture.

ARTICLE III

Miscellaneous

SECTION 3.1. Notices. All notices and other communications to the Additional Guarantors shall be given as provided in the Indenture to the Additional Guarantors, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

SECTION 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders, the Trustee, the Polish Security Agent and the Security Agent, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.

SECTION 3.4. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such

provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.6. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8. Successors. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors and assigns, whether so expressed or not.

SECTION 3.9. Effect of Headings. The Article and Section headings herein are for the convenience of reference only and shall not affect the construction hereof.

SECTION 3.10. Trustee, Security Agent and Polish Security Agent. The Trustee, the Security Agent and the Polish Security Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals have been made solely by the Issuer and the Guarantors. The Issuer and the Guarantors shall reimburse the Trustee, the Security Agent and the Polish Security Agent to the same extent as under Section 7.6 of the Indenture for any disbursements, expenses and advances (including reasonable fees and expenses of its counsel) incurred by the Trustee, the Security Agent and/or the Polish Security Agent arising out of or in connection with its execution and performance of this Supplemental Indenture. This provision shall survive the final payment in full of the Notes and the resignation or removal of the Trustee, the Security Agent and/or the Polish Security Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CEDC FINANCE CORPORATION INTERNATIONAL, INC. as the Issuer
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President and Chief Executive Officer

CENTRAL EUROPEAN DISTRIBUTION CORPORATION as the Parent
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President and Chief Executive Officer

(Signature Page to First Supplemental Indenture)

BRAVO PREMIUM LLC, as a Guarantor
By:		/s/ Kopitel Xxxxxx Igorevich
Name:		Kopitel Xxxxxx Igorevich
Title:		General Director

JSC DISTILLERY TOPAZ, as a Guarantor
By:		/s/ Carlo Radicati
Name:		Carlo Radicati
Title:

JSC “RUSSIAN ALCOHOL GROUP”, as a Guarantor
By:		/s/ Carlo Radicati
Name:		Carlo Radicati
Title:

LATCHEY LIMITED, as a Guarantor
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:

(Signature Page to First Supplemental Indenture)

LIMITED LIABILITY COMPANY “THE TRADING HOUSE RUSSIAN ALCOHOL”, as a Guarantor
By:		/s/ Yablokov Evgeny Vladimirovich
Name:		Yablokov Evgeny Vladimirovich
Title:		General Director

LION/RALLY CAYMAN 6, as a Guarantor
By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Director

LION/RALLY LUX 1 S.A., as a Guarantor
By:		/s/ Xxxxxxx Xxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxx
Title:		Manager B

LION/RALLY LUX 2 S.À X.X., as a Guarantor
By:		/s/ Xxxxxxx Xxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxx
Title:		Manager B

(Signature Page to First Supplemental Indenture)

LION/RALLY LUX 3 S.À X.X., as a Guarantor
By:		/s/ Xxxxxxx Xxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxx
Title:		Manager B

MID-RUSSIAN DISTILLERIES, as a Guarantor
By:		/s/ Zhangozin Kairat Nakoshevich
Name:		Zhangozin Kairat Nakoshevich
Title:		General Director

OOO First TULA DISTILLERY, as a Guarantor
By:		/s/ Carlo Radicati
Name:		Carlo Radicati
Title:

OOO GLAVSPIRTTIREST, as a Guarantor
By:		/s/ Carlo Radicati
Name:		Carlo Radicati
Title:

(Signature Page to First Supplemental Indenture)

PASALBA LIMITED, as a Guarantor
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:
PREMIUM DISTRIBUTORS SP. Z O.O., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Member of the Management Board
SIBIRSKY LVZ, as a Guarantor
By:		/s/ Carlo Radicati
Name:		Carlo Radicati
Title:
ASTOR SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President
BOLS SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		President
BOLS HUNGARY KFT. as a Guarantor
By:		/s/ Xxxxxxx Xxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxx Xxxxxxx
Title:		Managing Director

(Signature Page to First Supplemental Indenture)

BOTAPOL HOLDING B.V. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Director
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Director

(Signature Page to First Supplemental Indenture)

XXXXX AGRI INTERNATIONAL-POLAND SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President

CEDC FINANCE CORPORATION, LLC as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President

COPECRESTO ENTERPRISES LIMITED as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Director

DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Member
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Member

DAMIANEX S.A., as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Vice President

(Signature Page to First Supplemental Indenture)

DELIKATES SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxxxxx
Title:		Member
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Member

JELEGAT HOLDINGS LIMITED as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Director

LUGANO HOLDING LIMITED as a Guarantor
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Director
By:		/s/ Spyroulla Papaeracleous
Name:		Spyroulla Papaeracleous
Title:		Director

(Signature Page to First Supplemental Indenture)

MIRO SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name: Title:		Xxxxxxxxxxx Xxxxxxxxxx Member

MTC SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name: Title:		Xxxxxxx X. Xxxxx Vice President

MULTI-EX S.A. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Title:		Xxxxxxxxx Xxxxxxxxx Vice President

ONUFRY S.A. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Title:		Xxxxxxxxx Xxxxxxxxx Vice President

(Signature Page to First Supplemental Indenture)

OOO PARLIAMENT DISTRIBUTION as a Guarantor
By:		/s/ Xxxxxxxxxx Xxxxxx
Name:		Xxxxxxxxxx Xxxxxx
Title:		General Director
By:		/s/ Xxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxx Xxxxxxxxx
Title:		Acting Chief Accountant

OOO PARLIAMENT PRODUCTION as a Guarantor
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		General Director
By:		/s/ Xxxxxxxxxx Xxxxxxx
Name:		Xxxxxxxxxx Xxxxxxx
Title:		Acting Chief Accountant

PANTA-HURT SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Member
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxxxxx
Title:		Member

(Signature Page to First Supplemental Indenture)

POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name: Title:		Xxxxxxx X. Xxxxx Member

By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name: Title:		Xxxxxxxxxxx Xxxxxxxxxx Member

PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI “AGIS” S.A. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Title:		Xxxxxxxxx Xxxxxxxxx Vice President

PRZEDSIEBIORSTWO HANDLU SPOZYWCZEGO SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Title:		Xxxxxxxxx Xxxxxxxxx Vice President

PRZEDSIEBIORSTWO “POLMOS” BIALYSTOK S.A. as a Guarantor
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name: Title:		Xxxxxxxxxxx Xxxxxxxxxx Member

By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Title:		Xxxxxxxxx Xxxxxxxxx Member

(Signature Page to First Supplemental Indenture)

PWW SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Title:		Xxxxxxxxx Xxxxxxxxx President

(Signature Page to First Supplemental Indenture)

DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee
By:		/s/ X. Xxxxxx
Name: Title:		X. Xxxxxx Authorized Signatory

By:		/s/ Xxxxxx Xxxx
Name: Title:		Xxxxxx Xxxx Authorized Signatory

DEUTSCHE BANK AG, LONDON BRANCH as Polish Security Agent
By:		/s/ X. Xxxxxx
Name: Title:		X. Xxxxxx Authorized Signatory

By:		/s/ Xxxxxx Xxxx
Name: Title:		Xxxxxx Xxxx Authorized Signatory

(Signature Page to First Supplemental Indenture)

TMF TRUSTEE LIMITED as Security Agent
By:		/s/ Xxxxx Xxxxxxx
Name: Title:		Xxxxx Xxxxxxx Attorney

(Signature Page to First Supplemental Indenture)

SCHEDULE I

TO THE SUPPLEMENTAL INDENTURE

GUARANTORS

NAME				JURISDICTION OF INCORPORATION
1.		Astor Sp. z o.o.		Poland
2.		Bols Sp. z o.o.		Poland
3.		Bols Hungary Kft.		Hungary
4.		Botapol Holding B.V		Netherlands
5.		Xxxxx Agri International-Poland Sp. z o.o.		Poland
6.		CEDC Finance Corporation, LLC		United States of America
7.		Central European Distribution Corporation		United States of America
8.		Copecresto Enterprises Limited		Cyprus
9.		Dako-Galant Przedsiebiorstwo Handlowo Produkcyjne Sp. z o.o.		Poland
10.		Damianex S.A.		Poland
11.		Delikates Sp. z o.o.		Poland
12.		Jelegat Holdings Limited		Cyprus
13.		Lugano Holding Limited		Cyprus
14.		Miro Sp. z o.o.		Poland
15.		MTC Sp. z o.o.		Poland
16.		Multi-Ex S.A.		Poland
17.		Onufry S.A.		Poland
18.		OOO Parliament Distribution		Russia
19.		OOO Parliament Production		Russia
20.		Panta-Hurt Sp. z o.o.		Poland
21.		Polskie Hurtownie Alkoholi Sp. z o.o.		Poland

22.		Przedsiebiorstwo Dystrybucji Alkoholi „Agis” S.A.		Poland
23.		Przedsiebiorstwo Handlu Spozywczego Sp. z o.o.		Poland
24.		Przedsiebiorstwo „Polmos” Bialystok S.A.		Poland
25.		PWW Sp. z o.o.		Poland