Third Supplemental Indenture, dated as of July 7, 2006



 Exhibit 4.2 
 EXECUTION VERSION 
 THIRD SUPPLEMENTAL INDENTURE, dated as of July 7, 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., 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., MIRO SP. Z O.O. AND BOLS SP. Z O.O., each a company
organized under the laws of the Republic of Poland, and BOTAPOL HOLDING B.V., a company organized under the laws of the Netherlands (collectively, the “Guarantors”), (iii) DELIKATES SP. Z O.O., PANTA HURT SP. Z O.O., POLNIS
DYSTRYBUCJA SP. Z O.O., IMPERIAL SP. Z O.O. AND KROKUS SP. Z O.O., each a company organized under the laws of the Republic of Poland (the “New Guarantors”), (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, as supplemented and amended (the “Indenture”), among the Company, the Guarantors, the Trustee and the Note Security Agent, with respect to the Company’s 8% Senior Secured Notes due 2012 (the
“Notes”); 
 WHEREAS, pursuant to Section 4.22(a) of the Indenture, the Company may designate a Restricted Subsidiary
as an Additional Guarantor (each as defined in the Indenture) of the Notes; 
 WHEREAS, the Company wishes to designate the New Guarantors as
Additional Guarantors under the Indenture; 
 WHEREAS, the New Guarantors have agreed to fully and unconditionally guarantee the
Company’s obligations under the Indenture, which guarantee is provided in this Third Supplemental Indenture, as permitted pursuant to Section 9.1(a) of the Indenture; 
 WHEREAS, in accordance with Section 9.1(a) of the Indenture, the Company, the Guarantors, the Trustee and the Note Security Agent may amend or
supplement the Indenture without the consent of any Holder; 
 WHEREAS, the Company, the Guarantors, the Trustee and the Note Security Agent
desire to amend and supplement the Indenture in accordance with Section 9.1(a) of the Indenture; and 
 WHEREAS, the execution and
delivery of this Third Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Third Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture
as set forth herein have been duly taken. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company, the Guarantors, the New Guarantors, the Trustee and the Note 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. Additional Guarantees. Each of the New Guarantors hereby fully, unconditionally and irrevocably Guarantees, as
primary obligor and not merely as surety, on a senior basis to each Holder of a Note authenticated by the Trustee or the Authenticating Agent and to the Trustee and the Note Security Agent and each of their successors and assigns the full and prompt
performance of all of the Company’s obligations under this Indenture and the Notes 







 including the payment of principal of, and premium, if any, interest and Additional Amounts, if any, on the Notes and all
other obligations of the Company to the Holders, the Trustee and the Note Security Agent hereunder and under the Notes. Each New Guarantor further agrees and acknowledges that it shall be bound to the terms and conditions of Article X of the
Indenture to the same extent as it would be so bound were it to have been an Initial Guarantor on the Issue Date. 
 Section 3. No
Personal Liability of Directors, Officers, Employees, Incorporators or Shareholders. No director, officer, employee, incorporator or shareholder of the Company or any Guarantor or New Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes, this Third 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 the execution of the Indenture or is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Third Supplemental Indenture and the issuance of the Additional
Guarantees. 
 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 shall be and remain in full force and effect. Upon and after the execution of this Third Supplemental Indenture, each reference in the Indenture to “this
Indenture”, “hereunder”, “hereof” or words of like import referring to the Indenture shall mean and be a reference to the Indenture as modified hereby. 
 Section 5. Governing Law. This Third Supplemental 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 New Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court 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 Third Supplemental Indenture, the Notes or the Additional Guarantees, and irrevocably agrees that all claims in respect of such suit or
proceeding may be determined in any such court. Each of the Company and the Additional 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
or proceeding 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 the New
Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Company and the New Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company
and the New 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 New Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the
right of any person to serve process in any other manner permitted by law. The Company and the New 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 in any other lawful manner. 
 The Company and the New Guarantors hereby irrevocably waive, to the extent permitted by law, any
immunity to jurisdiction 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
this Indenture, the Notes or the transactions contemplated hereby. 







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

 Section 7. Counterpart Originals. All parties hereto may sign any number of copies of this Indenture. Each signed 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 Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and shall in no way modify or restrict any of the
terms or provisions hereof. 
 Section 9. Trustee. The Trustee makes no representations as to the validity or sufficiency of this
Third Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantors and not of the Trustee. 







 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the date
first 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/ Christopher Biedermann

	Name:	 	Christopher Biedermann
	Title:	 	Power of Attorney


 Signature Page to Third Supplemental Indenture 








			
	ASTOR SP. Z O.O.,
	as a Guarantor
		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Vice President
	
	 POLSKIE HURTOWNIE ALKOHOLI
 SP. Z
O.O.,
 as a Guarantor

		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Board Member
		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	Board Member
	
	 MTC SP. Z O.O.,
 as a
Guarantor

		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Vice President
	
	 PRZEDSIEBIORSTWO
 DYSTRYBUCJI ALKOHOLI AGIS
S.A.,
 as a Guarantor

		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Supervisory Board Member










			
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	Vice President
	
	 DAKO-GALANT
 PRZEDSIEBIORSTWO
HANDLOWO
 PRODUKCYJNE SP. Z O.O.,
 as a
Guarantor

		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Board Member
		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	Board Member
	
	 DAMIANEX S.A.,
 as a
Guarantor

		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	Vice President
	
	 PWW SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	President
	
	 MIRO SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	Board Member










			
	BOTOPOL HOLDING B.V.
	as a Guarantor
		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Board Director “A”
	
	 BOLS SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	President
	
	 DELIKATES SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ William V. Carey

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

	Name:	 	Christopher Biedermann
	Title:	 	Board Member
	
	 PANTA HURT SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Board Member
		
	By:	 	 /s/ Evangelos Evangelou

	Name:	 	Evangelos Evangelou
	Title:	 	Board Member










			
	POLNIS DYSTRYBUCJA SP. Z O.O.
	as a Guarantor
		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Vice President
	
	 IMPERIAL SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ William V. Carey

	Name:	 	William V. Carey
	Title:	 	Board Member
		
	By:	 	 /s/ Evangelos Evangelou

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

	Name:	 	Christopher Biedermann
	Title:	 	Board Member
	
	 KROKUS SP. Z O.O.
 as a
Guarantor

		
	By:	 	 /s/ William V. Carey

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

	Name:	 	Evangelos Evangelou
	Title:	 	Vice President










			
	THE BANK OF NEW YORK,
	as Trustee
		
	By:	 	 /s/ Peter Howard

	Name:	 	Peter Howard
	Title:	 	Vice President
	
	 ING BANK N.V., London Branch
 as Note
Security Agent

		
	By:	 	 /s/ Martyn Bruins

	Name:	 	Martyn Bruins
	Title:	 	Managing Director