FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.26
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: | ||
(Signature Page to First Supplemental Indenture)
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | ||
| 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 | |
(Signature Page to First Supplemental Indenture)
| 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: | ||
(Signature Page to First Supplemental Indenture)
| 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 | |
| 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 | |
(Signature Page to First Supplemental Indenture)
| 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 | |
| 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 | |
(Signature Page to First Supplemental Indenture)
| 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 |
| MIRO SP. Z O.O. as a Guarantor | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxxxxxx Xxxxxxxxxx | |
| Title: | Member | |
| MTC SP. Z O.O. as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Vice President | |
(Signature Page to First Supplemental Indenture)
| MULTI-EX S.A. as a Guarantor | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
| ONUFRY S.A. as a Guarantor | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
| 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 | |
(Signature Page to First Supplemental Indenture)
| 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 |
| POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O. as a Guarantor | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Member | |
(Signature Page to First Supplemental Indenture)
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxxxxxx Xxxxxxxxxx | |
| Title: | Member |
| PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI “AGIS” S.A. as a Guarantor | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
| PRZEDSIEBIORSTWO HANDLU SPOZYWCZEGO SP. Z O.O. as a Guarantor | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | Vice President | |
| PRZEDSIEBIORSTWO “POLMOS” BIALYSTOK S.A. as a Guarantor | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxxxxxxx Xxxxxxxxxx | |
| Title: | Member | |
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | Member |
(Signature Page to First Supplemental Indenture)
| PWW SP. Z O.O. as a Guarantor | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxxxx Xxxxxxxxx | |
| Title: | President | |
| DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee | ||
| By: | /s/ X. Xxxxxx | |
| Name: | X. Xxxxxx | |
| Title: | Authorized Signatory | |
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Authorized Signatory |
| DEUTSCHE BANK AG, LONDON BRANCH as Polish Security Agent | ||
| By: | /s/ X. Xxxxxx | |
| Name: | X. Xxxxxx | |
| Title: | Authorized Signatory | |
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Authorized Signatory |
(Signature Page to First Supplemental Indenture)
| TMF TRUSTEE LIMITED as Security Agent | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | 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 | |
