Letter Agreement, between Central European Distribution Corporation and Pasalba



 Exhibit 10.2 
 CENTRAL EUROPEAN DISTRIBUTION CORPORATION 
  

	To:	Pasalba Limited 

 Theklas Lysioti, 35 
 Eagle Star House, 5th Floor 
 P.C. 3030
Limassol 
 The Republic of Cyprus 
 Attention: James Cocker 
  

	From:	Central European Distribution Corporation (“CEDC”) 

 ul Bokserska 66 
 02-690 Warszawa 
 Poland 
  

	Date:	22 May 2008 

 Dear Sirs 
 Project Rally 
 We refer to the sale and purchase agreement to be
entered into today between Pasalba Limited (“Bidco”) and the Seller (as defined therein) (the “SPA”) relating to the acquisition by Bidco of the entire issued share capital of certain direct and indirect
subsidiaries of Cirey Holdings, Inc. which together comprise the Russian Alcohol Group (the “Acquisition”). 
 Capitalised terms used but
not defined in this letter have the meanings given to them in the SPA. 
  

	1	Subject to the provisions of paragraph 2 below we are pleased to advise you that CEDC irrevocably commits to pay, or to cause one of its subsidiaries to pay, to Bidco and/or
its holding companies the aggregate amount in cash of US$ 103,500,000 (the “Equity Commitment”) on the Closing Date which, when paid to Bidco along with any other finance commitments received by Bidco, Bidco will use to pay the cash
consideration, if and when due to be paid, to the Seller on the Closing Date in accordance with the SPA. 

  

	2	The obligation of CEDC to cause the Equity Commitment to be provided at the Closing Date as provided in paragraph 1, above, is subject to: 

  

	 	(i)	the satisfaction of the conditions to closing set out in the SPA; and 

  

	 	(ii)	neither Bidco nor the Seller having terminated the SPA. 

  

	3	CEDC represents and warrants that, as of the date hereof, and as of the Closing Date, it has sufficient funds available to it to fund the Equity Commitment in full upon the
Closing Date and that, in connection with the Equity Commitment, they have received the commitment arrangements from J.P. Morgan plc and JPMorgan Chase Bank, N.A. that have been provided to you today. 









	4	CEDC’s obligations under paragraph 1 above shall terminate and be of no further force or effect upon the earlier of (i) the termination of the SPA or (ii) the
funding in full of the Equity Commitment pursuant hereto. Upon any such termination, CEDC’s obligations under paragraph 1 above shall terminate immediately and be of no further force and effect and neither Bidco nor any other person shall have
recourse against CEDC. 

  

	5	Subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999, Bidco’s rights and CEDC’s obligations under this letter agreement may be
enforced by the Seller provided, however, that the Seller shall have no rights hereunder against CEDC or Bidco if Bidco pays the cash consideration, if and when due to be paid, to the Seller on the Closing Date in accordance with the SPA, regardless
of the amount of such consideration actually provided by CEDC. Neither Bidco’s creditors nor any other party’s creditors shall have any right to enforce this letter agreement or to cause Bidco to enforce this letter agreement.


  

	6	This letter agreement and the benefits hereof may not be assigned by Bidco or CEDC or otherwise transferred to any other person without the prior written consent of the other
party, provided that Bidco may transfer the right to receive the Equity Commitment to any direct or indirect holding company of Bidco, provided that such direct or indirect holding company undertakes to fund, directly or indirectly, Bidco on
substantially similar terms of this letter and provided further that CEDC may transfer the obligation to fund the Equity Commitment to any subsidiary, provided that such subsidiary undertakes to fund on substantially similar terms of this letter and
that CEDC provides a guarantee of such subsidiary’s obligations. The terms of this letter agreement may not be modified or otherwise amended, or waived, other than by a written agreement signed on behalf of CEDC and Bidco.


  

	7	This letter agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same
instrument. 

  

	8	This letter is governed by the laws of England. Each of the parties to this agreement irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear
and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this agreement or its formation and, for these purposes, each such party irrevocably submits to the jurisdiction of the courts of
England. 

  

			
	Yours faithfully
	
	 /s/ William Carey

	Name:	 	William Carey
	Title:	 	President
	for and on behalf of
	Central European Distribution Corporation

  

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	Agreed and accepted for and on behalf of
	Pasalba Limited
	
	 /s/ James Cocker

	Name:	 	James Cocker
	Title:	 	Director
	Date:	 	22/05/08

  

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