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 r.l., Lion/Rally Lux 3 S.à r.l., 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/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	President and Chief Executive Officer


  

			
	 CENTRAL EUROPEAN DISTRIBUTION CORPORATION
 as the Parent

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	President and Chief Executive Officer



(Signature Page to First Supplemental Indenture) 







 
			
	 BRAVO PREMIUM LLC,

as a Guarantor

		
	By:	 	/s/ Kopitel Sergey Igorevich
	Name:	 	Kopitel Sergey 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/ Arjan Schaapman
	Name:	 	Arjan Schaapman
	Title:	 	


 (Signature Page to First Supplemental Indenture) 







 
			
	
		
	By:	 	/s/ Adriaan Coppens
	Name:	 	Adriaan Coppens
	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/ Rob Jones
	Name:	 	Rob Jones
	Title:	 	Director


  

			
	 LION/RALLY LUX 1 S.A.,
 as a Guarantor

		
	By:	 	/s/ Richard Brekelmans
	Name:	 	Richard Brekelmans
	Title:	 	Manager B


 (Signature Page to First
Supplemental Indenture) 







 
			
	 LION/RALLY LUX 2 S.À R.L.,
 as a Guarantor

		
	By:	 	/s/ Richard Brekelmans
	Name:	 	Richard Brekelmans
	Title:	 	Manager B


 (Signature Page to First
Supplemental Indenture) 







 
			
	 LION/RALLY LUX 3 S.À R.L.,
 as a Guarantor

		
	By:	 	/s/ Richard Brekelmans
	Name:	 	Richard Brekelmans
	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/ Arjan Schaapman
	Name:	 	Arjan Schaapman
	Title:	 	


  

			
	
		
	By:	 	/s/ Adriaan Coppens
	Name:	 	Adriaan Coppens
	Title:	 	


  

			
	 PREMIUM DISTRIBUTORS SP. Z O.O.,
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	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/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	President


  

			
	 BOLS SP. Z O.O.
 as
a Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	President


  

			
	 BOLS HUNGARY KFT.

as a Guarantor

		
	By:	 	/s/ Mariusz Jacek Chrobot
	Name:	 	Mariusz Jacek Chrobot
	Title:	 	Managing Director


  

			
	 BOTAPOL HOLDING B.V.

as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Director


  

			
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Director


 (Signature Page to First
Supplemental Indenture) 







 
			
	 CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O.
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	President


  

			
	 CEDC FINANCE CORPORATION, LLC
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	President


  

			
	 COPECRESTO ENTERPRISES LIMITED
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Director


  

			
	 DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O.
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Member


 (Signature Page to First
Supplemental Indenture) 







 
			
		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Member


  

			
	 DAMIANEX S.A.,
 as
a Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Vice President


  

			
	 DELIKATES SP. Z O.O.

as a Guarantor

		
	By:	 	/s/ Christopher Biedermann
	Name:	 	Christopher Biedermann
	Title:	 	Member


  

			
		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Member


 (Signature Page to First
Supplemental Indenture) 







 
			
	 JELEGAT HOLDINGS LIMITED
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Director


  

			
	 LUGANO HOLDING LIMITED
 as a Guarantor

		
	By:	 	/s/ Arta Antoniou
	Name:	 	Arta Antoniou
	Title:	 	Director


  

			
	By:	 	/s/ Spyroulla Papaeracleous
	Name:	 	Spyroulla Papaeracleous
	Title:	 	Director


  

			
	 MIRO SP. Z O.O.
 as
a Guarantor

		
	By:	 	/s/ Christopher Biedermann
	Name:	 	Christopher Biedermann
	Title:	 	Member


  

			
	 MTC SP. Z O.O.
 as
a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Vice President


 (Signature Page to
First Supplemental Indenture) 







 
			
	 MULTI-EX S.A.
 as a
Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Vice President


  

			
	 ONUFRY S.A.
 as a
Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Vice President


  

			
	 OOO PARLIAMENT DISTRIBUTION
 as a Guarantor

		
	By:	 	/s/ Kupriyanov Sergey
	Name:	 	Kupriyanov Sergey
	




	Title:	 	General Director


  

			
	By:	 	/s/ Sokolova Ekaterina
	Name:	 	Sokolova Ekaterina
	




	Title:	 	Acting Chief Accountant


 (Signature
Page to First Supplemental Indenture) 







 
			
	 OOO PARLIAMENT PRODUCTION
 as a Guarantor

		
	By:	 	/s/ Yuryev Alexey
	Name:	 	Yuryev Alexey
	




	Title:	 	General Director


  

			
	By:	 	/s/ Podkopaeva Tatyana
	Name:	 	Podkopaeva Tatyana
	




	Title:	 	Acting Chief Accountant


  

			
	 PANTA-HURT SP. Z O.O.
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Member


  

			
	By:	 	/s/ Christopher Biedermann
	Name:	 	Christopher Biedermann
	Title:	 	Member


  

			
	 POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O.
 as a Guarantor

		
	By:	 	/s/ William V. Carey
	Name:	 	William V. Carey
	Title:	 	Member


 (Signature Page to First
Supplemental Indenture) 







 
			
	By:	 	/s/ Christopher Biedermann
	Name:	 	Christopher Biedermann
	Title:	 	Member


  

			
	 PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI “AGIS” S.A.
 as a Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Vice President


  

			
	 PRZEDSIEBIORSTWO HANDLU SPOZYWCZEGO
 SP. Z O.O.
 as a Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Vice President


  

			
	 PRZEDSIEBIORSTWO “POLMOS”
 BIALYSTOK S.A.
 as a Guarantor

		
	By:	 	/s/ Christopher Biedermann
	Name:	 	Christopher Biedermann
	Title:	 	Member


  

			
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	Member


 (Signature Page to First
Supplemental Indenture) 







 
			
	 PWW SP. Z O.O.
 as
a Guarantor

		
	By:	 	/s/ Evangelos Evangelou
	Name:	 	Evangelos Evangelou
	Title:	 	President


  

			
	 DEUTSCHE TRUSTEE COMPANY LIMITED
 as Trustee

		
	By:	 	/s/ C. Lander
	Name:	 	C. Lander
	Title:	 	Authorized Signatory


  

			
	By:	 	/s/ Robert Bebb
	Name:	 	Robert Bebb
	Title:	 	Authorized Signatory


  

			
	 DEUTSCHE BANK AG, LONDON BRANCH
 as Polish Security Agent

		
	By:	 	/s/ C. Lander
	Name:	 	C. Lander
	Title:	 	Authorized Signatory


  

			
	By:	 	/s/ Robert Bebb
	Name:	 	Robert Bebb
	Title:	 	Authorized Signatory


 (Signature Page
to First Supplemental Indenture) 







 
			
	 TMF TRUSTEE LIMITED

as Security Agent

		
	By:	 	/s/ Simon Ducklin
	Name:	 	Simon Ducklin
	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.        Carey 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