SECOND SUPPLEMENTAL INDENTURE

Contract Categories: Business Finance - Indenture Agreements
EX-4.22 3 dex422.htm SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture

Exhibit 4.22

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of December 8, 2010, among (i) CEDC FINANCE CORPORATION INTERNATIONAL, INC. (the “Issuer”), (ii) CENTRAL EUROPEAN DISTRIBUTION CORPORATION (the “Parent”), (iii) the Guarantors, in addition to the Parent, listed on Schedule I hereto (the “Guarantors”), (iv) DEUTSCHE TRUSTEE COMPANY LIMITED, as Trustee (the “Trustee”), (v) DEUTSCHE BANK AG, LONDON BRANCH, as Polish Security Agent (the “Polish Security Agent”) and (vi) TMF TRUSTEE LIMITED, as Security Agent (the “Security Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain Indenture, dated as of December 2, 2009 (as amended and supplemented, the “Indenture”), among the Issuer, the Parent, the Guarantors, the Trustee, the Registrars, the Transfer Agents, the Paying Agents, the Principal Paying Agent, the Polish Security Agent and the Security Agent, with respect to the Issuer’s 9.125% Senior Secured Notes and 8.875% Senior Secured Notes, each due 2016 (collectively, the “Notes”);

WHEREAS, pursuant to Section 9.1(c)(1) of the Indenture, the Issuer, the Guarantors, the Trustee, the Security Agent and/or the Polish Security Agent are authorized to amend or supplement the Indenture, without the consent of any Holder, to cure any ambiguity, mistake, omission, defect or inconsistency;

WHEREAS, the Issuer, the Parent, the Guarantors, the Trustee, the Polish Security Agent and the Security Agent desire to amend and supplement the Indenture pursuant to Section 9.1(c)(1) of the Indenture; and

WHEREAS, each party hereto has duly authorized the execution and delivery of this Second Supplemental Indenture and has done all things necessary to make this Second 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 Issuer, the Parent, the Guarantors, the Trustee, the Polish Security Agent and the Security Agent mutually covenant and agree as follows:

SECTION 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

SECTION 2. Amendment to the Indenture. Section 6.1(11) of the Indenture is hereby deleted in its entirety and replaced with the following:

“(a) the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary), pursuant to or within the meaning of Bankruptcy Law:

(i) commences a voluntary case or proceeding, or any other case or proceeding to be adjudicated bankrupt or insolvent, or consents to the filing of a petition, application, answer or consent seeking reorganization or relief;

(ii) consents to the entry of an order or decree for relief against it in an involuntary case or proceeding, or to the commencement of any bankruptcy or insolvency case or proceeding against it;

 

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(iii) consents to the appointment of, or taking possession by, a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee, sequestrator (or other similar official) of it or for any substantial part of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) admits in writing its inability to pay its debts generally as they become due; or

(b) a court of competent jurisdiction enters an order or decree under Bankruptcy Law that:

(i) is for relief against the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) in an involuntary case;

(ii) adjudges the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) bankrupt or insolvent, or seeks reorganization, arrangement, adjustment or composition of or in respect to the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary);

(iii) appoints a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee, sequestrator (or other similar official) of the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary) or for all or substantially all of the property of the Parent of any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary); or

(iv) orders the winding-up or liquidation of the Parent or any of its Significant Subsidiaries (or any group of Subsidiaries which together would constitute a Significant Subsidiary);

and the order or decree remains unstayed and in effect for 60 consecutive days.”

SECTION 3. 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 Second Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 4. Governing Law. This Second Supplemental Indenture shall be governed by the laws of the State of New York.

SECTION 5. Severability Clause. In case any provision in this Second 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 6. Ratification of Indenture; Second Supplemental Indenture 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 Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note 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 Second Supplemental Indenture.

 

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SECTION 7. Counterparts. The parties hereto may sign one or more copies of this Second Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 8. Headings. The headings of the Sections in this Second 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 9. Successors. All covenants and agreements in this Second Supplemental Indenture by the parties hereto shall bind their successors and assigns, whether so expressed or not.

SECTION 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 Second 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 Second 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.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Second 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
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 Second Supplemental Indenture


BOLS HUNGARY KFT. as a Guarantor
By:   /s/ Mariusz Chrobot
Name:   Mariusz Chrobot
Title:   Managing Director
BRAVO PREMIUM LLC, as a Guarantor
By:   /s/ Stewart Andrew Hainsworth
Name:   Stewart Andrew Hainsworth
Title:   General Director
CEDC FINANCE CORPORATION, LLC as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   President
CEDC INTERNATIONAL SP. Z O.O. as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   President

 

Signature Page to Second Supplemental Indenture


COPECRESTO ENTERPRISES LIMITED as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   Director
JELEGAT HOLDINGS LIMITED as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   Director
JSC “DISTILLERY TOPAZ” as a Guarantor
By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  
JSC “RUSSIAN ALCOHOL GROUP” as a Guarantor
By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  
LATCHEY LIMITED as a Guarantor
By:   /s/ Christopher Biedermann
Name:   Christopher Biedermann
Title:   Director
By:   /s/ Entgkar Antoniadis
Name:   Entgkar Antoniadis
Title:   Director

 

Signature Page to Second Supplemental Indenture


LIMITED LIABILITY COMPANY “THE TRADING HOUSE RUSSIAN ALCOHOL” as a Guarantor
By:   /s/ Yablovok Evgeniy Vladimirovich
Name:   Yablovok Evgeniy Vladimirovich
Title:   General Director
LION/RALLY LUX 1 S.A. as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   Director
By:   /s/ Richard Brekelmans
Name:   Richard Brekelmans
Title:   Director B
LION/RALLY LUX 2 S.À R.L. as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   Director
By:   /s/ Richard Brekelmans
Name:   Richard Brekelmans
Title:   Manager B
LION/RALLY LUX 3 S.À R.L. as a Guarantor
By:   /s/ William V. Carey
Name:   William V. Carey
Title:   Director
By:   /s/ Richard Brekelmans
Name:   Richard Brekelmans
Title:   Manager B

 

Signature Page to Second Supplemental Indenture


LUGANO HOLDING LIMITED as a Guarantor
By:   /s/ Spyroulla Papaeracleous
Name:   Spyroulla Papaeracleous
Title:   Director
By:   /s/ Arta Antoniou
Name:   Arta Antoniou
Title:   Director
MID-RUSSIAN DISTILLERIES as a Guarantor
By:   /s/ Zhangozin Kairat Nakoshevich
Name:   Zhangozin Kairat Nakoshevich
Title:   General Director
OOO “FIRST TULA DISTILLERIES” as a Guarantor
By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  
OOO “GLAVSPIRTTIREST” as a Guarantor
By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  
OOO PARLIAMENT DISTRIBUTION as a Guarantor
By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  

 

Signature Page to Second Supplemental Indenture


OOO PARLIAMENT PRODUCTION as a Guarantor
By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  
PASALBA LIMITED
as a Guarantor
By:   /s/ Christopher Biedermann
Name:   Christopher Biedermann
Title:   Director
By:   /s/ Arjan Schaapman
Name:   Arjan Schaapman
Title:   Director

PRZEDSIEBIORSTWO „POLMOS” BIALYSTOK S.A.

as a Guarantor

By:   /s/ Evangelos Evangelou
Name:   Evangelos Evangelou
Title:   Member of Management Board
By:   /s/ Christopher Biedermann
Name:   Christopher Biedermann
Title:   Member

PWW SP. Z O.O.

as a Guarantor

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

SIBIRSKY LVZ

as a Guarantor

By:   /s/ Carlo Radicati di Primeglio
Name:   Carlo Radicati di Primeglio
Title:  

 

Signature Page to Second Supplemental Indenture


DEUTSCHE TRUSTEE COMPANY LIMITED

as Trustee

By:   /s/ R. Bebb
Name:   R. Bebb
Title:   Associate Director
By:   /s/ S. Ferguson
Name:   S. Ferguson
Title:   Associate Director

DEUTSCHE BANK AG, LONDON BRANCH

as Polish Security Agent

By:   /s/ R. Bebb
Name:   R. Bebb
Title:   Vice President
By:   /s/ S. Ferguson
Name:   S. Ferguson
Title:   Vice President

 

Signature Page to Second Supplemental Indenture


TMF TRUSTEE LIMITED

as Security Agent

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

 

Signature Page to Second Supplemental Indenture


SCHEDULE I

TO THE SECOND SUPPLEMENTAL INDENTURE

GUARANTORS

 

     

NAME

  

JURISDICTION OF INCORPORATION

1.

   Bols Hungary Kft.    Hungary

2.

   Bravo Premium LLC    Russia

3.

   CEDC Finance Corporation, LLC    United States of America

4.

   CEDC International Sp. z o.o.    Poland

5.

   Copecresto Enterprises Limited    Cyprus

6.

   Jelegat Holdings Limited    Cyprus

7.

   JSC “Distillery Topaz”    Russia

8.

   JSC “Russian Alcohol Group”    Russia

9.

   Latchey Limited    Cyprus

10.

   Limited Liability Company “The Trading House Russian Alcohol”    Russia

11.

   Lion/Rally Lux 1 S.A.    Luxembourg

12.

   Lion/Rally Lux 2 S.à.r.l.    Luxembourg

13.

   Lion/Rally Lux 3 S.à.r.l.    Luxembourg

14.

   Lugano Holding Limited    Cyprus

15.

   Mid-Russian Distilleries    Russia

16.

   OOO “First Tula Distilleries”    Russia

17.

   OOO “Glavspirttirest”    Russia

18.

   OOO Parliament Distribution    Russia

19.

   OOO Parliament Production    Russia

20.

   Pasalba Limited    Cyprus

21.

   Przedsiebiorstwo „Polmos” Bialystok S.A.    Poland

22.

   PWW Sp. z o.o.    Poland

23.

   Sibirsky LVZ    Russia