AGREEMENT
THIS AGREEMENT (this "Agreement"), dated November 23, 1998, is entered into
among THE COCA-COLA COMPANY, a Delaware corporation ("KO"), CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC., A Delaware corporation and an indirect wholly-owned
subsidiary of KO ("CCCBI"), J. XXXXX XXXXXXXX, individually, J. XXXXX XXXXXXXX,
III, individually and as co-trustee, (the "Harrisons") and XXXX X. XXXXXX, as
co-trustee only ("Xxxxxx").
BACKGROUND
KO, the Harrisons and Xxxxxx are parties to that certain Voting Agreement
effective as of January 27, 1989 (the "Voting Agreement"); KO, the Harrisons and
Xxxxxx are parties to that certain Shareholder's Agreement effective as of
December 17, 1988 (the "Shareholder's Agreement"); and KO and Coca-Cola Bottling
Co. Consolidated, a Delaware corporation ("Consolidated"), are parties to that
certain Stock Rights And Restrictions Agreement effective as of January 27, 1989
(the "SR&R Agreement") (collectively the "Stock Agreements").
CCCBI, as transferee of certain shares of Consolidated Stock (defined
below) and certain other assets and rights of KO, has agreed to be a party to
the Agreement.
J. Xxxxx Xxxxxxxx intends to create several family limited partnerships
(the "Xxxxxxxx Partnerships") for the purpose of holding and owning shares of
Consolidated Common Stock and Class B Common Stock ("Consolidated Stock") and he
desires to transfer his Consolidated Stock to the Xxxxxxxx Partnerships in
return for limited partnership interests therein. In addition, he intends to
form one or more Tennessee limited liability companies and/or corporations (the
"Xxxxxxxx Companies") for the purpose of serving as general partners of the
various Xxxxxxxx Partnerships and capitalize the Xxxxxxxx Companies with a
portion of his shares of Consolidated Stock which will be subsequently
transferred to the Xxxxxxxx Partnerships in return for the general partnership
interests in each of the Xxxxxxxx Partnerships. Furthermore, the Harrisons and
Xxxxxx will cause various trusts for the benefit of J. Xxxxx Xxxxxxxx and/or his
issue to transfer shares of Consolidated Stock to the various Xxxxxxxx
Partnerships in return for limited partnership interests therein.
Following the transfers described above, all of the limited partnership
interests in the Xxxxxxxx Partnerships and all of the membership interests in
any limited liability companies and/or shares of stock in any corporations
serving as general partners of the Xxxxxxxx Partnerships will be held and owned
by persons and/or trusts who are Permitted Transferees under the Shareholder's
Agreement.
The parties hereto have agreed to execute this document in order to confirm
their agreement that the Consolidated Stock transfers contemplated hereinabove
will be considered transfers to Permitted Transferees under the Stock Agreements
and to further clarify the relative rights and obligations of the Xxxxxxxx
Partnerships, Xxxxxxxx Companies and the parties hereto under the Stock
Agreements.
Accordingly, the parties hereto agree as follows:
Section 1. Permitted Transferees. Section 2(g) of the Shareholder's
Agreement is hereby amended to read as follows:
"Permitted Transferee" of any Shareholder shall mean such Shareholder's
spouse, lineal descendants, adopted children, any spouse of any such lineal
descendant or adopted child, any trust created and existing solely for the
benefit of any such person and any organization described in Section 501(c)(3)
of the Internal Revenue Code, if such organization is exempt from tax under
Section 501(a) of such Code, any executor of such Shareholder's estate, or any
beneficiary of any trust which is a Shareholder, any family limited
partnerships, limited liability companies and/or corporations owned and
controlled exclusively by persons or entities otherwise qualifying as a
Permitted Transferee; provided that no person or organization shall be a
Permitted Transferee unless he, she or it consents in writing to be bound by the
obligations imposed upon the Harrisons hereunder and the voting obligations of
the Harrisons and the Co-Trustees under Section 1(a) of the Voting Agreement.
Section 2. Irrevocable Proxy. Section 7(f) of the Voting Agreement is
hereby amended to read as follows:
(f) The irrevocable proxy shall terminate (but all other provisions of this
Agreement shall remain in effect) at such time as (i) J. Xxxxx Xxxxxxxx, the
executors and/or trustees under his will, J. Xxxxx Xxxxxxxx, III, and/or any
family limited partnerships, limited liability companies and/or corporations
owned and controlled directly or indirectly by such persons do not collectively
own all of the 712,796 shares of Class B Common Stock currently owned by J.
Xxxxx Xxxxxxxx, or (ii) the trusts which are parties to that certain
Shareholder's Agreement dated as of December 13, 1988 among the Company, the
Harrisons and such trusts, together with any family limited partnerships,
limited liability companies and/or corporations owned directly or indirectly by
the trusts and/or beneficiaries of such trusts, hold less than fifty percent
(50%) of the shares of Class B Common Stock held by them, in the aggregate, as
of the date of original execution of this Agreement (January 27, 1989).
Section 3. Call Option Continuation. KO and CCCBI hereby agree that (i) the
transfers of Consolidated Stock described hereinabove shall not be considered an
event described in the last subparagraph of Paragraph 6 of the SR&R Agreement
which results in the Harrisons no longer exercising voting control over
Consolidated; therefore, such transfers of Consolidated Stock to the Xxxxxxxx
Partnerships and/or the Xxxxxxxx Companies described above will not affect
Consolidated's call option under Paragraph 6 of the SR&R Agreement, subject to
the continuing qualification of the Xxxxxxxx Partnerships and/or the Xxxxxxxx
Companies as Permitted Transferees as defined in Section 1 hereof; (ii) the
Xxxxxxxx Partnerships and the Xxxxxxxx Companies shall be deemed by KO and CCCBI
to be included within the definition of the term "Harrisons" therein; and (iii)
Consolidated shall be considered an intended third party beneficiary of this
Section 3.
Section 4. 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) All share certificates transferred to the Xxxxxxxx Partnerships or
Xxxxxxxx Companies in accordance with this Agreement shall bear a legend
acknowledging that the shares of Consolidated Stock are subject to the rights,
duties, obligations and requirements of the Stock Agreements, as amended.
(d) This Agreement shall be construed with and as a part of the Stock
Agreements.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
THE COCA-COLA COMPANY J. XXXXX XXXXXXXX
By /s/ Xxxxxxxx X. Xxxxxx /s/ J. Xxxxx Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
CAROLINA COCA-COLA BOTTLING J. XXXXX XXXXXXXX, III,
INVESTMENTS, INC. INDIVIDUALLY AND AS TRUSTEE
By: /s/ Xxxxxxxx X. Xxxxxx /s/ J. Xxxxx Xxxxxxxx, III
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Name: Xxxxxxxx X. Xxxxxx
Title: President
XXXX X. XXXXXX, TRUSTEE
/s/ Xxxx X. Xxxxxx
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