**Exhibit 4.1**

**EXECUTION VERSION**

SECOND SUPPLEMENTAL INDENTURE, dated as of March 30, 2006 among(i) CENTRAL EUROPEAN DISTRIBUTION CORPORATION, a company incorporated under the laws of Delaware (the “Company”), (ii) CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O. (“Carey Agri”), ONUFRY S.A., MULTI-EX S.A.,ASTOR SP. Z O.O., POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O., MTC SP. Z O.O., PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI AGIS S.A., DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O., DAMIANEX S.A., PWW SP. Z O.O. AND MIRO SP. Z O.O., each a companyorganized under the laws of the Republic of Poland (the “Initial Guarantors”), (iii) BOTAPOL HOLDING B.V., a company organized under the laws of the Netherlands (“Botapol”) and BOLS SP. Z O.O., a companyorganized under the laws of the Republic of Poland (“Bols”), (iv) THE BANK OF NEW YORK (the “Trustee”), and (v) ING BANK N.V., London Branch (the “Note Security Agent”). 

WHEREAS, reference is made to that certain Indenture, dated as of July 25, 2005 (the “Indenture”), among the Company, the InitialGuarantors, the Trustee and the Note Security Agent, with respect to the Company’s 8% Senior Secured Notes due 2012 (the “Notes”); 

WHEREAS, in accordance with Section 9.1(a)(1) of the Indenture, the Company, the Initial Guarantors, the Trustee and the Note Security Agent may amend or supplement the Indenture without the consent of any Holderto cure any ambiguity, defect or inconsistency; 

WHEREAS, the Company, the Initial Guarantors, the Additional Guarantors, Trustee and theNote Security Agent desire to amend and supplement the Indenture in accordance with Section 9.1(a) of the Indenture; and 

WHEREAS, theexecution and delivery of this Second Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Second Supplemental Indenture a valid and binding supplement to the Indenture effectively amendingthe Indenture as set forth herein have been duly taken. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Initial Guarantors, the Additional Guarantors, the Trustee and the Note Security Agent mutually covenant and agree as follows: 

Section 1. Capitalized Terms**. Capitalized terms used herein without definition shall have the meanings assigned to them in theIndenture. 

Section 2. Amendments to the Indenture**. The Indenture is hereby amended as follows: 

(a) Section 1.1 *Definitions*; “Additional Guarantors,” “Note Security Documents.” 

The definitions of “Additional Guarantors” and “Note Security Documents” in Section 1.1 of the Indenture are amended andrestated in their entirety to read as follows: 

“*Additional Guarantor*” means Botapol, Bols, and any Material Subsidiaryand any Restricted Subsidiary that Guarantees the Notes pursuant to the provisions of Section 4.22 (“*Additional Guarantors*”) hereof. 

“*Note Security Documents*” means the Initial Security Documents, the Share Pledges, the Additional Share Pledges and such other pledge or 

security agreements entered into from time to time to secure the Notes and the Guarantees, as replacedor supplemented by any security agreement covering the same assets permitted to be entered into by the Note Security Agent pursuant to the terms hereof. 

(b) Section 4.22 *Additional Guarantors:*

Section 4.22(a) of the Indenture is amended andrestated in its entirety to read as follows: 

“The Company may from time to time designate a Restricted Subsidiary as an AdditionalGuarantor of the Notes by causing it to execute and deliver to the Trustee a supplemental indenture (and with such documentation relating thereto as the Trustee may reasonably require, including opinions of counsel as to the enforceability of theGuarantee), pursuant to which such Restricted Subsidiary will become a Guarantor; *provided, however*, that any additional guarantee by such Restricted Subsidiary shall be issued on substantially the same terms as the Guarantees. In addition,on or prior to the tenth Business Day following the completion of the Bols Acquisition, the Company and Carey Agri will cause Botapol and Bols to jointly and severally Guarantee the Notes pursuant to a supplemental indenture reasonably satisfactoryto the Trustee. At the time of execution of the supplemental indenture, the Company shall deliver Opinions of Counsel addressed to and reasonably satisfactory to the Trustee as to due authorization, execution of, and valid, binding and enforceablenature of each such Guarantee and certain other matters set out in this Indenture. 

Section 3. No Personal Liability of Directors,Officers, Employees, Incorporators or Shareholders. No director, officer, employee, incorporator or shareholder of the Company or any Initial Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor underthe Notes, this Second Supplemental Indenture, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation; and that any and all such personal liability has been waived upon theexecution of the Indenture or is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Second Supplemental Indenture. 

Section 4. Ratification and Effect. Except as hereby expressly amended and supplemented, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shallbe and remain in full force and effect. Upon and after the execution of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture”, “hereunder”, “hereof” or words of like import referring tothe Indenture shall mean and be a reference to the Indenture as modified hereby. 

Section 5. Governing Law. This SecondSupplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 

Section 6.Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Company and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or statecourt in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Second 

 

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Supplemental Indenture, the Notes or the Guarantees, and irrevocably agrees that all claims in respect of such suit orproceeding may be determined in any such court. Each of the Company and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit orproceeding and hereby irrevocably designates and appoints the Corporation Service Company (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Company and theGuarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Company and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company andthe Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Company or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right ofany person to serve process in any other manner permitted by law. The Company and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or inany other lawful manner. 

The Company and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity tojurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on thisIndenture, the Notes or the transactions contemplated hereby. 

The provisions of this Section 6 are intended to be effective upon theexecution of this Second Supplemental Indenture without any further action by the Company, the Guarantors or the Trustee and the introduction of a true copy of this Second Supplemental Indenture into evidence shall be conclusive and final evidenceas to such matters. 

Section 7. Counterpart Originals. All parties hereto may sign any number of copies of this Indenture. Eachsigned copy or counterpart shall be an original, but all of them together shall represent one and the same agreement. 

Section 8.Headings, etc. The headings of the Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify orrestrict any of the terms or provisions hereof. 

Section 9. Trustee. The Trustee makes no representations as to the validity orsufficiency of this Second Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee. 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the datefirst written above. 

 

CENTRAL EUROPEAN DISTRIBUTION

CORPORATION,

as the Company

By:
 
/s/ William V. Carey

Name:
 
William V. Carey

Title:
 
President and Chief Executive Officer

CAREY AGRI INTERNATIONAL-POLAND SP. Z O.O.,

as a Guarantor

By:
 
/s/ William V. Carey

Name:
 
William V. Carey

Title:
 
President

ONUFRY S.A.,

as a Guarantor

By:
 
/s/ Evangelos Evangelou

Name:
 
Evangelos Evangelou

Title:
 
Vice President

MULTI-EX S.A.,

as a Guarantor

By:
 
/s/ Evangelos Evangelou

Name:
 
Evangelos Evangelou

Title:
 
Board Member

ASTOR SP. Z O.O.,

as a Guarantor

By:
 
/s/ William V. Carey

Name:
 
William V. Carey

Title:
 
Vice President

Signature Page to Second Supplemental Indenture 

POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O.,as a GuarantorBy: 
/s/ William V. Carey
Name: William V. CareyTitle: Board MemberBy: 
/s/ Evangelos Evangelou
Name: Evangelos EvangelouTitle: Board Member
MTC SP. Z O.O.,

as aGuarantor
By: 
/s/ William V. Carey
Name: William V. CareyTitle: Vice President
PRZEDSIEBIORSTWO DYSTRYBUCJI

ALKOHOLI AGISS.A.,

as a Guarantor
By: 
/s/ Evangelos Evangelou
Name: Evangelos EvangelouTitle: Vice President
DAKO-GALANT PRZEDSIEBIORSTWO

HANDLOWOPRODUKCYJNE SP. Z O.O.,

as a Guarantor
By: 
/s/ William V. Carey
Name: William V. CareyTitle: Board Member
Signature Page to Second Supplemental Indenture 

DAMIANEX S.A.,as a GuarantorBy: 
/s/ Evangelos Evangelou
Name: Evangelos EvangelouTitle: Vice President
PWW SP. Z O.O.

as aGuarantor
By: 
/s/ Evangelos Evangelou
Name: Evangelos EvangelouTitle: President
MIRO SP. Z O.O.

as aGuarantor
By: 
/s/ Evangelos Evangelou
Name: Evangelos EvangelouTitle: Board Member
BOTOPOL HOLDING B.V.

as aGuarantor
By: 
/s/ Christopher Biedermann
Name: Christopher BiedermannTitle: Board director “B”
BOLS SP. Z O.O.

as aGuarantor
By: 
/s/ Evangelos Evangelou
Name: Evangelos EvangelouTitle: President
Signature Page to Second Supplemental Indenture 

THE BANK OF NEW YORK,as TrusteeBy: 
/s/ Charlotte Fricker
Name: Charlotte FrickerTitle: Assistant Vice President
ING BANK N.V., London Branch

as NoteSecurity Agent
By: 
/s/ Martyn Bruins
Name: Martyn BruinsTitle: Managing Director
Signature Page to Second Supplemental Indenture