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:	 	


  

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


  

			
	 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:	 	
	
	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


  

 (Signature Page to First Supplemental Indenture) 









			
	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
		
	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


  

 (Signature Page to First Supplemental Indenture) 









			
	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


  

			
	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


  

 (Signature Page to First Supplemental Indenture) 









			
	 MIRO SP. Z O.O.
 as
a Guarantor

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



  

			
	 MTC SP. Z O.O.
 as
a Guarantor

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



  

			
	 MULTI-EX S.A.
 as a
Guarantor

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



  

			
	 ONUFRY S.A.
 as a
Guarantor

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



  

 (Signature Page to First Supplemental Indenture) 









			
	 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


  
  

			
	 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


  

 (Signature Page to First Supplemental Indenture) 









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

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




  

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



  

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

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



  

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

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



  

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

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



  

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




  

 (Signature Page to First Supplemental Indenture) 









			
	 PWW SP. Z O.O.
 as
a Guarantor

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



  

 (Signature Page to First Supplemental Indenture) 









			
	 DEUTSCHE TRUSTEE COMPANY LIMITED
 as Trustee

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



  

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



  

			
	 DEUTSCHE BANK AG, LONDON BRANCH
 as Polish Security Agent

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



  

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



  

 (Signature Page to First Supplemental Indenture) 









			
	 TMF TRUSTEE LIMITED
 as Security Agent

		
	By:	 	/s/ Simon Ducklin
	 Name:
 Title:
	 	 Simon Ducklin
 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