EXHIBIT 4.2
FOURTH AMENDMENT TO PARTNERSHIP AGREEMENT
THIS FOURTH AMENDMENT TO PARTNERSHIP AGREEMENT (the "Amendment") is made
and entered into as of the 28th day of March, 2003 by and among PIEDMONT
COCA-COLA BOTTLING PARTNERSHIP (formerly known as Carolina Coca-Cola Bottling
Partnership), a Delaware general partnership (the "Partnership"), PIEDMONT
PARTNERSHIP HOLDING COMPANY, a Delaware corporation, indirect wholly-owned
subsidiary of The Coca-Cola Company and successor in interest to Carolina
Coca-Cola Holding Company, The Coastal Coca-Cola Bottling Company and Eastern
Carolina Coca-Cola Bottling Company, Inc. ("KO Sub") and COCA-COLA VENTURES,
INC., a Delaware corporation, wholly-owned subsidiary of Coca-Cola Bottling Co.
Consolidated and successor in interest to Palmetto Bottling Company and
Fayetteville Coca-Cola Bottling Company ("CCBCC Sub").
Statement of Purpose
KO Sub and CCBCC Sub are partners in the Partnership and are parties to
that certain Partnership Agreement, dated as of July 2, 1993 (as amended by that
certain First Amendment, dated August 5, 1993, by that certain Second Amendment,
dated August 12, 1993, and by that certain Master Amendment to Partnership
Agreement, Management Agreement and Definition and Adjustment Agreement, dated
January 2, 2002, the "Partnership Agreement"). KO Sub owns a 45.349% general
partnership interest in the Partnership and CCBCC Sub owns a 54.651% general
partnership interest in the Partnership.
Pursuant to that certain Securities Purchase Agreement, dated as of even
date herewith, between CCBCC Sub and KO Sub, CCBCC Sub will purchase from KO
Sub, and KO Sub will sell to CCBCC Sub, a 22.675% interest in the capital,
profits and losses of the Partnership, including, without limitation, 50% of KO
Sub's Capital Account, KO Sub's rights to allocations of net profit and net loss
and distributions of cash flow and capital items of the Partnership (the
"Purchase Transaction"), such that immediately after the consummation of the
Purchase Transaction, CCBCC Sub and KO Sub will have a 77.326% and 22.674%
respective interest in the capital, profits and losses of the Partnership. In
connection with the Purchase Transaction, the parties hereto desire to consent
to the Purchase Transaction and to amend the Partnership Agreement to (a) adjust
the relative ownership percentages of the Partners to give effect to the
Purchase Transaction, (b) change the required number of meetings of the
executive committee of the Partnership and (c) update certain addresses
contained therein, as more fully described herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Capitalized Terms. All capitalized terms used and not defined
herein shall have the meanings given thereto in the Partnership Agreement.
2. Consent to Purchase Transaction. Each of the parties hereto
hereby consents to the Purchase Transaction and waives any right to object to
the Purchase Transaction under Section 16.1(a) of the Partnership Agreement as a
transfer of less than KO Sub's entire Interest.
3. Amendments to Partnership Agreement.
(a) Section 6 of the Partnership Agreement is hereby amended
by deleting the existing Section 6 in its entirety and inserting the following
in lieu thereof:
Section 6. Partnership Interests. Notwithstanding any
adjustment in the Partners' Capital Account balances,
each Partner's Interest in the Partnership shall be as
follows:
KO Sub 22.674%
Ventures 77.326%
(b) Section 11.2(a) of the Partnership Agreement is hereby
amended by deleting the first sentence of the existing Section 11.2(a) in its
entirety and inserting the following in lieu thereof:
Regular meetings of the Executive Committee shall be
held at such times and places as the Executive Committee
shall designate, provided that the Executive Committee
shall meet not less than twice a year unless otherwise
mutually agreed by the Partners, and provided further
that the Executive Committee shall hold a meeting in the
first half of December each year for the approval of the
Annual Business Plan for the next year.
(c) Paragraph (b) of Section 25.2 of the Partnership
Agreement is hereby amended by deleting the existing paragraph (b) in its
entirety and inserting the following in lieu thereof:
(b) If to Ventures:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
0000 Xxxx-Xxxx Xxxxx (28211-3481)
X.X. Xxx 00000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Chief Financial Officer
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxxxxxx Xxxxxxx & Xxxxxxx, L.L.P.
Hearst Tower, 47th Floor
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telecopy No.: (000) 000-0000
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4. Effect of the Amendment. Except for the amendments contemplated
hereby, the Partnership Agreement shall be and remain in full force and effect.
The amendments granted herein are specific and limited and shall not constitute
a modification, acceptance or waiver of any other provision of the Partnership
Agreement or any other document or instrument entered into in connection
therewith or a further modification, acceptance or waiver of the provisions set
forth therein.
5. Captions. The captions and section numbers appearing in this
Amendment are inserted only as a matter of convenience and in no way define,
limit, construe or otherwise describe the scope or intent of the sections of
this Amendment.
6. Binding Effect. This Amendment shall inure to the benefit of and
be binding upon the parties hereto and their successors and permitted assigns.
7. Severability. If any one or more provisions of this Amendment
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired; provided, however, that in such case the
parties hereto agree to use their best efforts to achieve the purpose of the
invalid provision by a new legally valid provision.
8. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
9. Fax Transmission. A facsimile, telecopy or other reproduction of
this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneously electronic transmission devise pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
By: PIEDMONT PARTNERSHIP HOLDING
COMPANY, its General Partner
By:
-----------------------------------
Xxxx X. Xxxxxx
President
By: COCA-COLA VENTURES, INC., its General
Partner
By:
-----------------------------------
Xxxxx X. Xxxxxx
Vice President
PIEDMONT PARTNERSHIP HOLDING COMPANY
By:
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Xxxx X. Xxxxxx
President
COCA-COLA VENTURES, INC.
By:
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Xxxxx X. Xxxxxx
Vice President
