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