Contract

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) XXXXX 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 Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx 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/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President and Chief Executive Officer
XXXXX AGRI INTERNATIONAL- POLAND SP. Z O.O., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President
ONUFRY S.A., as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Vice President
MULTI-EX S.A., as a Guarantor
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxxxxx
Title:		Power of Attorney

Signature Page to Third Supplemental Indenture

ASTOR SP. Z O.O.,
as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President
POLSKIE HURTOWNIE ALKOHOLI SP. Z O.O., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Board Member
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Board Member
MTC SP. Z O.O., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President
PRZEDSIEBIORSTWO DYSTRYBUCJI ALKOHOLI AGIS S.A., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Supervisory Board Member

By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Vice President
DAKO-GALANT PRZEDSIEBIORSTWO HANDLOWO PRODUKCYJNE SP. Z O.O., as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Board Member
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Board Member
DAMIANEX S.A., as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Vice President
PWW SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		President
MIRO SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Board Member

BOTOPOL HOLDING B.V.
as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Board Director “A”
BOLS SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		President
DELIKATES SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxxxxx
Title:		Board Member
PANTA HURT SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Board Member
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Board Member

POLNIS DYSTRYBUCJA SP. Z O.O.
as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President
IMPERIAL SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Board Member
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Board Member
By:		/s/ Xxxxxxxxxxx Xxxxxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxxxxx
Title:		Board Member
KROKUS SP. Z O.O. as a Guarantor
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		Vice President

THE BANK OF NEW YORK,
as Trustee
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President
ING BANK N.V., London Branch as Note Security Agent
By:		/s/ Martyn Bruins
Name:		Martyn Bruins
Title:		Managing Director