Letter Agreement



 Exhibit 10.46 
 [[LETTERHEAD OF BOLS SP. Z O.O.] 
 Warsaw, 25 November 2009 

 

	To:	Bank Zachodni WBK S.A. 


Centrum Bankowości Korporacyjnej 
 ul. Grzybowska 5a 
 00-132 Warszawa (“BZ WBK”)

 Re: Bols sp. z o.o. – USD 50,000,000.00 Facilities Agreement dated 24 April 2008, as amended and restated (the
“Facility Agreement”) 
 Dear Sirs, 
 As you are aware our indirect mother company Central European Distribution Corporation (“CEDC”) intends to take various steps in connection with a refinancing. You have been provided with and
have reviewed various documents and other information by CEDC in respect of CEDC’s refinancing plans (the (“Transaction Documents”), including: 
  

	 	(i)	a summary of the intended new high yield bond transaction (the “New Bond”); 


 

	 	(ii)	the sources and uses of funds to be raised by CEDC in a proposed equity offering and offering of the New Bonds; 


 

	 	(iii)	the intended funds flow and inter-company loans; 

  

	 	(iv)	the draft dated 12 November 2009 setting out the terms and conditions of the New Bond (the “Description of Notes”), which will form the basis for part of
a new indenture (the “New Indenture”) as to which Deutsche Bank will be Trustee; 

  

	 	(v)	the summary description of the proposed transaction with affiliates of Lion Capital LLP (the “Russian Alcohol Transaction”) (including the deferred payments
to be made thereunder); 

  

	 	(vi)	the draft dated 12 November 2009 of a proposed intercreditor agreement between us and the Trustee in respect of the security, 


and have had the opportunity to ask questions about the same with CEDC. 
 In agreeing to the terms of this letter agreement you understand and agree that all of the security (the “Existing Security”) currently provided for your benefit in relation to the Facility
Agreement (set out in Enclosure 1 hereto) will, as a result of the transactions contemplated by the Transaction Documents, as described in the Description of Notes, be provided for the benefit of the holders of the New Bonds. 

Capitalized terms used in this letter agreement shall have the same meaning as provided in the Facility Agreement, unless explicitly provided otherwise
herein. 
 In agreeing to the terms of this letter agreement you agree, for the purposes of the Facility Agreement, that: 

 

	 	(1)	 no action contemplated to be taken in respect of the Transaction Documents, or otherwise related thereto, or any modification thereof that may be
undertaken in connection therewith, including 










	 	 
without limitation the New Indenture, New Bond and the Russian Alcohol Transaction, or the failure to take any action or complete any steps provided in the Facility Agreement in respect of the
Transaction Documents or the satisfaction and discharge (and deposit of funds sufficient to redeem the existing high yield notes into trust in respect thereof) and the redemption of the existing high yield notes shall be in violation of, or
constitute a default or event of default under, the Facility Agreement; 


  

	 	(2)	notwithstanding anything in the Facility Agreement to the contrary, no provision thereof shall limit or prohibit in any way any action or transaction taken or document
entered into in respect of or relation to the Transaction Documents, no provision of the Facility Agreement shall require any person to take any action the result of which would be in violation of, or constitute a default or event of default under,
the Facility Agreement, and in the event of a conflict between the Facility Agreement and the New Indenture, we agree that the New Indenture shall control and shall take priority; 


 

	 	(3)	you will take all steps reasonably necessary to effect the sharing of the Existing Security as contemplated hereby and in respect of the Transaction Documents;


 provided that: 
  

	 	(i)	the following Financial Covenants are always maintained: Net Leverage Ratio (clause 23.2.1 of the Facility Agreement) does not exceed 5:0 (to be calculated on a
consolidated basis) and Consolidated Coverage Ratio (clause 23.2.2 of the Facility Agreement) is not less than 2:00; 

  

	 	(ii)	the Finance Parties under the Facility Agreement will, after giving effect to the actions and transactions contemplated hereby and by the Transaction Documents, be
senior secured creditors on a pari passu basis with the holders of the New Bond, in the security listed on Schedule 1 hereto; and 

  

	 	(iii)	the Financial Indebtedness arising under the New Bond does not exceed $950,000,000. 

 In addition to the above the parties to this letter agreement hereby agree as follows: 
  

	1.	They shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to release and replace the Existing Security (and if necessary
the Guarantors’ grant of their obligations), consistent with the New Indenture (subject to paragraph 2 below). 

  

	2.	They shall cooperate in good faith and do all acts and things reasonably necessary or desirable in order to execute an amendment and restatement agreement relating to
the Facility Agreement and any related intercreditor agreement, all in form and substance consistent with the New Indenture. The commercial terms of the Facility Agreement shall not be changed. In particular but without limitation, the parties shall
accordingly amend the following clauses of the Facility Agreement: 

  

	 	(a)	Definitions of Permitted Financial Indebtedness, Permitted Security and Permitted Transactions; 


  
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	 	(b)	Clause 1.4 (Construction Consistent with the Indenture); 

  

	 	(c)	Clause 23 (Financial Covenants); 

  

	 	(d)	Schedule 6 to the Facility Agreement – Existing Security; 

  

	 	(e)	Schedule 7 to the Facility Agreement – CEDC Group Undertakings (Based on Indenture). 


 

	3.	They shall use their best efforts to execute the amended and restated agreement reflecting the provisions of this letter agreement as soon as reasonably possible after
the final execution of the New Indenture, and in any case by 31 January 2010. The validity of the foregoing waivers and agreements in respect of the Facility Agreement shall not be affected whether such or not an amendment and restatement is
entered into, provided that in the event that the New Bonds are not issued prior to or on 31 January 2010 the foregoing waivers and agreements shall cease to be valid. 


 

	4.	Pursuant to Clause 19.2 (Amendment Costs), in relation to the negotiation, preparation and execution of this letter agreement, any Transaction Document and the
completion of the transactions herein contemplated (including the amendments to the Facility Agreement and the Existing Security and their registration with appropriate courts) the Lender shall be reimbursed by the Borrower for the amount of costs
and expenses including fees and expenses of BZWBK’s legal counsel, agreed in advance between the parties acting in good faith. 

 Further, we shall use our reasonable commercial efforts, in cooperation with CEDC, to ensure that the receivables of the Lender under the Facility Agreement remain secured, there is no discontinuity
concerning the security interests established in accordance with the Facility Agreement, and issues relating to pledge hardening periods (applicable to new security interests established for the benefit of BZWBK), which are provided for in the
applicable bankruptcy regulations are addressed in the Intercreditor Agreement entered into by BZWBK with certain other creditors of CEDC group companies. 
 We will pay BZWBK a waiver fee in the amount and on the terms set forth in a fee letter signed between ourselves and BZWBK on or about the date of this waiver letter. 

This letter agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy thereof. 
 This letter agreement is governed by Polish law. 

  
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 If the terms of this letter agreement are satisfactory, please indicate your acceptance by signing a copy
hereof in the place indicated below and returning it to our office. 
 Acting in the name of BOLS sp. z o.o. as Borrower: 

 

					
	 Evangelos Evangelou
	 	President	 	 /s/ Evangelos Evangelou
                 25/11/2009                


	 Name
	 	Position	 	Date and signature

 We hereby,
unconditionally and irrevocably, agree to this letter agreement. 
 Acting in the name of Bank Zachodni WBK S.A. as Lender: 

 

					
	 Malgorzata Nesterowicz
	 	Director	 	 /s/ Malgorzata Nesterowicz

                25/11/2009     
           

	 Name
	 	Position	 	Date and signature
			
	 Michal Miecznicki
	 	Director	 	 /s/ Michal Miecznicki
                 25/11/2009                


	 Name
	 	Position	 	Date and signature


  
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 Enclosure 1 

Existing Security1 
  

	 	•	 	 Financial pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Term Facility; 



 

	 	•	 	 Financial pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Overdraft Facility; 



 

	 	•	 	 Registered pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Term Facility; 



 

	 	•	 	 Registered pledge over 47065 of shares in Bols Sp. Z o.o. as security for the Overdraft Facility; 



 

	 	•	 	 Share pledge over 60% of shares in Copecrecto Enterprises LTD as security for the Term Facility; 



 

	 	•	 	 Share pledge over 60% of shares in Copecrecto Enterprises LTD as security for the Overdraft Facility; 



 

	 	•	 	 Financial pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility; 



 

	 	•	 	 Financial pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility; 



 

	 	•	 	 Registered pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility; 



 

	 	•	 	 Registered pledge over 947220 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility;



  

	 	•	 	 Financial pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility; 



 

	 	•	 	 Financial pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility; 



 

	 	•	 	 Registered pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Term Facility; and 



 

	 	•	 	 Registered pledge over 48349 shares in Carey Agri International-Poland Sp. Z o.o. as security for the Overdraft Facility. 



 

	1	 All of the securities contain rights to a submission to execution, which is required for the enforcement of security under Polish law.




  
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