EXHIBIT Z (99.2)
THIS AGREEMENT (this "Agreement"), dated December 22, 1997,
is entered into among THE COCA-COLA COMPANY, a Delaware
corporation ("KO"), CAROLINA COCA-COLA BOTTLING INVESTMENTS,
INC., a Delaware corporation and a wholly-owned subsidiary of KO
("CCCBI"), THE COCA-COLA TRADING COMPANY, a Delaware corporation
and a wholly-owned subsidiary of KO ("Trading"), COCA-COLA OASIS,
INC., a Delaware corporation and a wholly-owned subsidiary of
Trading ("Oasis"); and COCA-COLA BOTTLING CO. CONSOLIDATED, a
Delaware corporation ("Consolidated"), J. XXXXX XXXXXXXX, and J.
XXXXX XXXXXXXX, III.
BACKGROUND
KO currently holds directly an aggregate of 2,213,007 shares
of Consolidated's Common Stock and 269,158 shares of
Consolidated's Class B Common Stock (the shares of Consolidated
Common Stock and Class B Common Stock currently held by KO are
referred to in this Agreement collectively as the "Shares").
KO is a party to the following agreements with Consolidated
and members of the Xxxxxxxx family relating to KO's ownership and
voting of the Shares: (1) the Stock Rights and Restrictions
Agreement (the "Stock Rights and Restrictions Agreement") between
KO and Consolidated, dated as of January 27, 1989, (2) the
Shareholder's Agreement (the "Shareholder's Agreement") among KO,
J. Xxxxx Xxxxxxxx, J. Xxxxx Xxxxxxxx, III, and certain other
shareholders of Consolidated, dated December 17, 1988, and (3)
the Voting Agreement (the "Voting Agreement") among KO, J. Xxxxx
Xxxxxxxx, J. Xxxxx Xxxxxxxx, III, and Xxxx X. Xxxxxx, as co-
trustee, effective January 27, 1989 (collectively, the
"Agreements").
KO intends to transfer the Shares to KO's wholly-owned
subsidiary, CCCBI. KO will immediately thereafter transfer all
outstanding shares of CCCBI common stock to Trading, another
wholly-owned subsidiary of KO. Trading will then contribute all
outstanding shares of common stock of CCCBI to Oasis, a wholly-
owned subsidiary of Trading. As a result of the proposed
transfers, the Shares will continue to be indirectly owned 100%
by KO.
KO intends to complete the proposed transfers prior to
December 31, 1997.
The Parties wish to enter into this Agreement in order to
confirm that the Agreements will continue to be binding upon KO,
Trading, Oasis, and CCCBI following completion of the proposed
transfers and assignments and that the Shares will continue to be
subject to the terms of the Agreements.
SECTION 1. KO hereby assigns to CCCBI any and all rights,
options or other benefits to which KO is entitled under any of
the Agreements, in accordance with Section 5 of the Stock Rights
and Restrictions Agreement, Section 12 of the Shareholder's
Agreement, and Section 7(a) of the Voting Agreement,
respectively. KO, Trading, Oasis and CCCBI each acknowledge and
agree that the Shares are and shall remain subject to the terms
and conditions of each of the Agreements, including without
limitation the proxy granted to J. Xxxxx Xxxxxxxx, III under
Section 2 of the Voting Agreement. KO will continue to be bound
by and comply with the terms and conditions of the Agreements,
and CCCBI agrees to be bound by and comply with the terms and
conditions of each of the Agreements as they apply to the Shares.
SECTION 2. KO will continue to exercise the right to
designate a Director of Consolidated as provided in Section 9 of
the Stock Rights and Restrictions Agreement, notwithstanding the
transfers described above in the Background statement.
SECTION 3. MISCELLANEOUS.
(a) This Agreement and the rights of the parties hereto
shall be governed by and construed in accordance with the laws of
the State of Delaware.
(b) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of
which together shall constitute one and the same instrument.
(c) At KO's request, Consolidated will cause the Shares
to be registered in the name of CCCBI as necessary to reflect the
transfers described above. The share certificates representing
the shares will bear all legends required under the Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
THE COCA-COLA COMPANY
By: /s/ XXXXX X. XXXXXXXX
--------------------------
Xxxxx X. Xxxxxxxx
Senior Vice President and
Chief Financial Officer
CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.
By: /s/ XXXXX X. XXXXXXXX
----------------------------
Xxxxx X. Xxxxxxxx
Vice President and
Chief Financial Officer
THE COCA-COLA TRADING COMPANY
By: /s/ XXXXX X. XXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxx
Vice President and
Chief Financial Officer
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COCA-COLA OASIS, INC.
By: /s/ XXXXX X. XXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxx
Chief Financial Officer
COCA-COLA BOTTLING
CO. CONSOLIDATED
By: /s/ J. XXXXX XXXXXXXX, III
------------------------------
J. Xxxxx Xxxxxxxx, III
Chairman and CEO
/s/ J. XXXXX XXXXXXXX
---------------------------------
J. XXXXX XXXXXXXX
/s/ J. XXXXX XXXXXXXX, III
----------------------------------
J. XXXXX XXXXXXXX, III
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