Exhibit 10.1
EXECUTION COPY
Dated as of September 21, 2011
Among
COCA-COLA BOTTLING CO. CONSOLIDATED
as Borrower
THE LENDERS NAMED HEREIN
X.X. XXXXXX SECURITIES LLC and
CITIGROUP GLOBAL MARKETS INC.
as Joint Lead Arrangers and Joint Bookrunners
BRANCH BANKING AND TRUST COMPANY, COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK NEDERLAND”
NEW YORK BRANCH and XXXXX
FARGO BANK, NATIONAL ASSOCIATION
as Co-Documentation Agents
CITIBANK, N.A.
as Syndication Agent
and
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS |
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1 |
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SECTION 1.01. Certain Defined Terms |
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1 |
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SECTION 1.02. Computation of Time Periods |
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15 |
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SECTION 1.03. Accounting Terms |
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15 |
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ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT |
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15 |
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SECTION 2.01. The Advances and Letters of Credit |
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15 |
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SECTION 2.02. Making the Advances |
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16 |
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SECTION 2.03. Letters of Credit |
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17 |
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SECTION 2.04. Certain Fees |
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20 |
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SECTION 2.05. Termination or Reduction of the Commitments |
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21 |
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SECTION 2.06. Repayment of Advances; Letter of Credit Reimbursements |
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21 |
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SECTION 2.07. Interest |
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21 |
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SECTION 2.08. [Intentionally Omitted] |
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22 |
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SECTION 2.09. Interest Rate Determinations; Changes in Rating Systems |
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22 |
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SECTION 2.10. Voluntary Conversion and Continuation of Advances |
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23 |
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SECTION 2.11. Prepayments of Advances |
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24 |
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SECTION 2.12. Increased Costs |
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24 |
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SECTION 2.13. Illegality |
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24 |
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SECTION 2.14. Payments and Computations |
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25 |
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SECTION 2.15. Taxes |
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25 |
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SECTION 2.16. Set-Off; Sharing of Payments, Etc. |
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27 |
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SECTION 2.17. Right to Replace a Lender |
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28 |
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SECTION 2.18. Evidence of Indebtedness |
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28 |
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SECTION 2.19. Increase of Revolving Credit Commitments |
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29 |
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SECTION 2.20. Defaulting Lenders |
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30 |
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ARTICLE 3 CONDITIONS OF LENDING |
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32 |
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SECTION 3.01. Conditions Precedent to Initial Borrowing |
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32 |
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SECTION 3.02. Conditions Precedent to Each Borrowing |
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33 |
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ARTICLE 4 REPRESENTATIONS AND WARRANTIES |
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33 |
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SECTION 4.01. Representations and Warranties of the Borrower |
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33 |
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ARTICLE 5 COVENANTS OF THE BORROWER |
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36 |
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SECTION 5.01. Covenants |
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36 |
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ARTICLE 6 EVENTS OF DEFAULT |
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43 |
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SECTION 6.01. Events of Default |
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43 |
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SECTION 6.02. Actions in Respect of Letters of Credit upon Default |
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45 |
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ARTICLE 7 THE ADMINISTRATIVE AGENT |
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45 |
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SECTION 7.01. Authorization and Action |
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45 |
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SECTION 7.02. Administrative Agent’s Reliance, Etc. |
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46 |
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SECTION 7.03. JPMorgan and Affiliates |
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46 |
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SECTION 7.04. Lender Credit Decision |
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46 |
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SECTION 7.05. Indemnification |
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46 |
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TABLE OF CONTENTS
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SECTION 7.06. Successor Administrative Agent |
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47 |
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SECTION 7.07. Arrangers |
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47 |
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ARTICLE 8 MISCELLANEOUS |
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47 |
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SECTION 8.01. Amendments, Etc. |
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47 |
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SECTION 8.02. Notices, Etc. |
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48 |
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SECTION 8.03. No Waiver; Remedies |
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49 |
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SECTION 8.04. Costs, Expenses and Indemnification |
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50 |
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SECTION 8.05. Binding Effect |
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51 |
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SECTION 8.06. Assignments and Participations |
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51 |
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SECTION 8.07. Governing Law; Submission to Jurisdiction |
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53 |
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SECTION 8.08. Severability |
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54 |
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SECTION 8.09. Execution in Counterparts |
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54 |
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SECTION 8.10. Survival |
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54 |
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SECTION 8.11. Waiver of Jury Trial |
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54 |
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SECTION 8.12. Confidentiality |
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54 |
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SECTION 8.13. Nonliability of Lenders |
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54 |
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SECTION 8.14. USA PATRIOT Act |
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54 |
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55 |
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ii
TABLE OF CONTENTS
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SCHEDULES
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Schedule I
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Lenders and Commitments |
Schedule II
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—
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Existing Liens Securing Indebtedness, in each case, of $5,000,000 or more |
Schedule III
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—
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Litigation |
Schedule IV
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—
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Subsidiaries |
Schedule V
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—
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Material Agreements |
Schedule VI
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—
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Permitted Investments |
Schedule VII
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—
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Contingent Obligations |
Schedule VIII
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—
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Permitted Subsidiary Indebtedness |
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EXHIBITS
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Exhibit A
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—
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Form of Notice of Borrowing |
Exhibit B
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—
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Form of Assignment and Acceptance |
Exhibit C
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—
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Form of Opinion of Special Counsel to the Borrower |
Exhibit D
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—
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Form of Compliance Certificate of Borrower |
Exhibit E
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—
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List of Closing Documents |
iii
CREDIT AGREEMENT dated as of September 21, 2011 among COCA-COLA BOTTLING CO. CONSOLIDATED, a
corporation organized under the laws of Delaware (the “
Borrower”), the Lenders from time to
time party hereto, BRANCH BANKING AND TRUST COMPANY, COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”
NEW YORK BRANCH and XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as co-documentation agents, CITIBANK, N.A., a national banking association, as
syndication agent and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative
agent (in such capacity, the “
Administrative Agent”).
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):
“Acquisition Cash Flow” means, with respect to any Person or assets, franchises
or businesses acquired by the Borrower or any of its Consolidated Subsidiaries, operating
income for any period of determination plus any amounts deducted for depreciation,
amortization and operating lease expense in determining operating income during such period
(to the extent not included in Consolidated Operating Income for such period), all
determined using historical financial statements of such Person, assets, franchises or
businesses acquired with appropriate adjustments thereto in order to reflect such operating
income, depreciation, amortization and operating lease expense on an actual historical
combined pro forma basis as if such Person, assets, franchises or businesses acquired had
been owned by the Borrower or one of its Consolidated Subsidiaries during the applicable
period. Operating income as used in the preceding sentence will be determined for the
acquired Person, assets, franchises or businesses using the same method prescribed for
determining Consolidated Operating Income.
“Administrative Agent” has the meaning set forth in the introduction hereto.
“Advance” means an advance by a Lender and refers to a Base Rate Advance or a
Eurocurrency Rate Advance (each of which shall be a “Type” of Advance).
“Affiliate” means, as to any Person, any other Person (other than a Subsidiary)
which, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, “control” of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities having
ordinary voting power for the election of directors or other persons performing similar
functions of such Person or (b) direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise.
“
Agreement” means this
Credit Agreement, as the same may be amended, amended
and restated, supplemented or otherwise modified from time to time.
“Applicable Lending Office” means, with respect to any Lender, such Lender’s
Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar
Lending Office in the case of a Eurodollar Rate Advance.
“Applicable Rate” means, for any day, with respect to any Base Rate Advance or
Eurodollar Rate Advance, or with respect to the Facility Fee payable hereunder, as the case
may be, the applicable rate per annum set forth below under the caption “Base Rate Spread”,
“Eurodollar Spread” or “Facility Fee Rate”, as the case may be, based upon the Ratings by
Xxxxx’x, S&P and Fitch, respectively, applicable on such date:
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Ratings |
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Eurodollar |
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Base Rate |
Level |
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S&P/Xxxxx’x/Fitch |
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Facility Fee |
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Spread |
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Spread |
1 |
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A-/A3/A- or above |
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0.10 |
% |
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0.775 |
% |
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0 |
% |
2 |
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BBB+/Baa1/BBB+ |
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0.15 |
% |
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0.85 |
% |
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0 |
% |
3 |
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BBB/Baa2/BBB |
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0.175 |
% |
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0.95 |
% |
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0 |
% |
4 |
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BBB-/Baa3/BBB- |
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0.20 |
% |
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1.05 |
% |
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0.05 |
% |
5 |
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BB+/Ba1/BB+ or lower |
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0.25 |
% |
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1.25 |
% |
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0.25 |
% |
For purposes of the foregoing:
If the Borrower shall maintain a Rating from only two of Xxxxx’x, S&P and Fitch and there is
a one-notch split between the two Ratings, then the Level corresponding to the higher Rating
shall apply, but if there is a more than one notch split in the two Ratings, then the Rating
that is one notch higher than the lowest Rating shall apply. If the Borrower shall maintain
a Rating from all three of Xxxxx’x, S&P and Fitch and there is a difference in such Ratings,
(i) if there is a one-notch split between the Ratings, then the Level corresponding to the
higher Rating shall apply and (ii) if there is greater than a one-notch split between the
Ratings, then the Level shall be based upon one Level higher than the Level corresponding to
the lowest of the three Ratings shall apply. If any of Xxxxx’x, S&P or Fitch shall not have
in effect a Rating for the long-term senior unsecured non-credit-enhanced debt obligations
of the Borrower then outstanding (other than by reason of the circumstances referred to in
the last sentence of this paragraph), then such rating agency shall be deemed to have
established a Rating in Level 5. If the Ratings established or deemed to have been
established by Xxxxx’x, S&P and Fitch shall be changed (other than as a result of a change
in the rating system of Xxxxx’x, S&P or Fitch), such change shall be effective as of the
date on which it is first announced by the applicable rating agency, irrespective of when
notice of such change shall have been furnished by the Borrower to the Administrative Agent
and the Lenders pursuant to Section 5.01(c) or otherwise. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such change. If the
rating system of Xxxxx’x, S&P or Fitch shall change, or if any such rating agency shall
cease to be in the business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend the definition of Applicable Rate to reflect
such changed rating system or the unavailability of Ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate shall be determined by
reference to the Rating most recently in effect prior to such change or cessation.
“Arrangers” means X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc.,
as Joint Lead Arrangers and Joint Bookrunners.
2
“Assignment and Acceptance” means an assignment and acceptance entered into by
a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in
substantially the form of Exhibit B hereto.
“Available Amount” of any Letter of Credit means, at any time, the maximum
amount available to be drawn under such Letter of Credit at such time (assuming compliance
at such time with all conditions to drawing).
“Bankruptcy Event” means, with respect to any Person, such Person becomes the
subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person
charged with the reorganization or liquidation of its business appointed for it, or, in the
good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or
appointment, provided that a Bankruptcy Event shall not result solely by virtue of
any ownership interest, or the acquisition of any ownership interest, in such Person by a
Governmental Authority or instrumentality thereof, provided, further, that
such ownership interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or
writs of attachment on its assets or permit such Person (or such Governmental Authority or
instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made
by such Person.
“Base Rate” means, for any day, a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to the highest of:
(a) the Prime Rate in effect on such day;
(b) 1/2 of one percent per annum above the Federal Funds Rate in effect on such
day; and
(c) the LIBOR Rate for a one month Interest Period on such day (or if such day
is not a Business Day, the immediately preceding Business Day) plus 1%,
provided that, for the avoidance of doubt, the Eurodollar Rate for any day
shall be based on the rate appearing on Reuters Screen LIBOR01 Page (or on any
successor or substitute page of such page) at approximately 11:00 a.m. London time
on such day.
Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds
Rate or the LIBOR Rate shall be effective from and including the effective date of
such change in the Prime Rate, the Federal Funds Rate or the LIBOR Rate,
respectively.
“Base Rate Advance” means, at any time, an Advance which bears interest at
rates based upon the Base Rate.
“Borrower” has the meaning set forth in the introduction hereto.
“Borrowing” means a borrowing consisting of simultaneous Advances of the same
Type made by each of the Lenders pursuant to Section 2.01(a).
“
Business Day” means a day of the year on which banks are not required or
authorized to close in
New York City and, if the applicable Business Day relates to any
Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.
3
“Capitalized Lease” of a Person means any lease of Property by such Person as
lessee which would be capitalized on a balance sheet of such Person prepared in accordance
with GAAP.
“Capitalized Lease Obligations” of a Person means the amount of the obligations
of such Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with GAAP.
“Change in Control” means that:
(a) The Coca-Cola Company and any of its wholly-owned Subsidiaries shall cease
to own, beneficially and of record, at least 10% of the outstanding capital stock of
the Borrower; or
(b) any “person” or “group” (as such terms are used for purposes of Sections
13(d) and 14(d) of the Exchange Act, whether or not applicable, except that for
purposes of this paragraph (b) such person or group shall be deemed to have
“beneficial ownership” of all shares that such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage of
time), other than (i) The Coca-Cola Company, (ii) other shareholders of the Borrower
as of the date hereof and (iii) J. Xxxxx Xxxxxxxx III, his spouse and the lineal
descendants of either of the foregoing (or trusts, corporations, partnerships,
limited partnerships, limited liability companies or other estate planning vehicles
for the benefit thereof), is or becomes the “beneficial owner” (as such term is used
in Rule 13d-3 promulgated pursuant to the Exchange Act), directly or indirectly, of
more than 50% of the aggregate voting power of all voting shares of the Borrower; or
(c) during any period of 25 consecutive calendar months, a majority of the
Board of Directors of the Borrower shall no longer be composed of individuals (i)
who were members of said Board on the first day of such period, (ii) whose election
or nomination to said Board was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a majority of
said Board and (iii) whose election or nomination to said Board was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time of
such election or nomination at least a majority of said Board.
“Change in Law” means the occurrence, after the date of this Agreement (or with
respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of
the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority, or (c) the making or
issuance of any request, rules, guideline, requirement or directive (whether or not having
the force of law) by any Governmental Authority; provided, however, that
notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and
Consumer Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof, and (ii) all
requests, rules, guidelines, requirements and directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case
pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of
the date enacted, adopted, issued or implemented.
4
“Closing Date” means the date as of which the Administrative Agent notifies the
Borrower that the conditions precedent set forth in Section 3.01 have been satisfied or
waived.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Commitment” means a Revolving Credit Commitment or a Letter of Credit
Commitment.
“Commitment Termination Date” means the date five years after the date of this
Agreement; provided that if such date is not a Business Day, the Commitment
Termination date shall be the immediately preceding Business Day.
“Communications” means all information, documents and other materials that the
Borrower is obligated to furnish to the Administrative Agent pursuant to this Agreement,
including, without limitation, all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding any such
communication that (i) relates to the payment of any principal or other amount due under
this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or
Event of Default under this Agreement or (iii) is required to be delivered to satisfy any
condition precedent to the occurrence of the Closing Date and/or any borrowing.
“Compliance Certificate” mean a certificate in substantially the form of
Exhibit D.
“Consolidated” refers to the consolidation of accounts of the Borrower and its
Subsidiaries in accordance with GAAP.
“Consolidated Cash Flow” means, for any period, Consolidated Operating Income
for such period plus (i) any amounts deducted for depreciation, amortization and operating
lease expense and (ii) any impairment charges or asset write-down or write off related to
intangible assets, long-lived assets and property, plant and equipment, solely to the extent
that any such charges, write-down or write off described in this clause (ii) are non-cash
items, in each case in determining Consolidated Operating Income.
“Consolidated Cash Flow/Fixed Charges Ratio” means, at any time, the ratio of
(i) Consolidated Cash Flow for the then most recently concluded period of four consecutive
fiscal quarters of the Borrower to (ii) Consolidated Fixed Charges for such period.
“Consolidated Fixed Charges” shall mean, for any period, the sum of (i)
Consolidated Net Interest Expense for such period, (ii) the amount of obligations of the
Borrower and its Consolidated Subsidiaries as lessees, on leases other than Capitalized
Leases, accrued during such period and (iii) payments made or required to be made by the
Borrower and its Consolidated Subsidiaries during such period under agreements providing for
or containing covenants not to compete.
“Consolidated Funded Indebtedness” shall mean, at any time, the aggregate
outstanding principal amount of all Funded Indebtedness of the Borrower and its Consolidated
Subsidiaries, determined and consolidated in accordance with GAAP.
“Consolidated Funded Indebtedness/Cash Flow Ratio” shall mean, at any time, the
ratio of (a) the aggregate amount of (i) Consolidated Funded Indebtedness and (ii) 50% of
every Contingent Obligation of the Borrower and its Consolidated Subsidiaries, determined
and
5
consolidated in accordance with GAAP to (b) the aggregate of (i) Consolidated Cash Flow
for the then most recently concluded period of four consecutive fiscal quarters of the
Borrower and (ii) Acquisition Cash Flow for such period.
“Consolidated Net Interest Expense” shall mean, for any period, the aggregate
net amount of interest payments of the Borrower and its Consolidated Subsidiaries,
determined and consolidated in accordance with GAAP, excluding, however, such amounts as
arise from the amortization of capitalized interest, discount and fees reflected as an asset
on the Borrower’s books and records on the Closing Date.
“Consolidated Net Worth” means at any time, the consolidated stockholders’
equity of the Borrower and its Subsidiaries calculated on a consolidated basis in accordance
with GAAP.
“Consolidated Operating Income” shall mean, for any period, the net income of
the Borrower and its Consolidated Subsidiaries, before any deduction in respect of interest
or taxes, determined and consolidated in accordance with GAAP, excluding, however,
extraordinary items in accordance with GAAP (which shall include without limitation, in any
event, any income, net of expenses, or loss realized by the Borrower or any Consolidated
Subsidiary from any sale of assets outside the ordinary course of business, whether tangible
or intangible, including franchise territories and securities).
“Consolidated Total Assets” means, as of the date of any determination thereof,
total assets of the Borrower and its Subsidiaries calculated in accordance with GAAP on a
consolidated basis as of such date.
“Contingent Obligation” of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is contingently liable
upon, the financial obligation or liability of any other Person, or agrees to maintain the
net worth or working capital or other financial condition of any other Person, or otherwise
assures any creditor of such other Person against loss, including, without limitation, any
comfort letter, operating agreement, take-or-pay contract or application for a letter of
credit, but excluding the endorsement of instruments for deposit or collection in the
ordinary course of business.
“Continuation”, “Continue” and “Continued” each refers to a
continuation of Eurodollar Rate Advances from one Interest Period to the next Interest
Period pursuant to Section 2.10(b).
“Controlled Group” means all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control which, together
with the Borrower or any of its Subsidiaries, are treated as a single employer under Section
414 of the Code.
“Convert”, “Conversion” and “Converted” each refers to a
conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09
or Section 2.10(a).
“Credit Party” means the Administrative Agent, the Issuing Bank or any other
Lender.
“Default” means an event that, with notice or lapse of time or both, would
become an Event of Default.
6
“Defaulting Lender” means any Lender that (a) has failed, within two (2)
Business Days of the date required to be funded or paid, to (i) fund any portion of its
Advances, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over
to any Credit Party any other amount required to be paid by it hereunder, unless, in the
case of clause (i) above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender’s good
faith determination that a condition precedent to funding (specifically identified and
including the particular default, if any) has not been satisfied, (b) has notified the
Borrower or any Credit Party in writing, or has made a public statement to the effect, that
it does not intend or expect to comply with any of its funding obligations under this
Agreement (unless such writing or public statement indicates that such position is based on
such Lender’s good faith determination that a condition precedent (specifically identified
and including the particular default, if any) to funding a loan under this Agreement cannot
be satisfied) or generally under other agreements in which it commits to extend credit, (c)
has failed, within three (3) Business Days after request by a Credit Party, acting in good
faith, to provide a certification in writing from an authorized officer of such Lender that
it will comply with its obligations (and is financially able to meet such obligations) to
fund prospective Advances and participations in then outstanding Letters of Credit under
this Agreement, provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form
and substance satisfactory to it and the Administrative Agent, or (d) has become the subject
of a Bankruptcy Event.
“Dollars” means the lawful currency of the United States of America.
“Domestic Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Domestic Lending Office” as such Lender may from time to time
specify to the Borrower and the Administrative Agent.
“Eligible Assignee” means:
(a) a Lender and any Affiliate of such Lender;
(b) a commercial bank organized under the laws of the United States, or any
State thereof, and having total assets in excess of $1,000,000,000;
(c) a savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $500,000,000;
(d) a commercial bank organized under the laws of any other country which is a
member of the OECD or a political subdivision of any such country, and having total
assets in excess of $1,000,000,000; and
(e) a finance company or other financial institution or fund (whether a
corporation, partnership or other Person) which is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business, and
having total assets in excess of $500,000,000.
“Environmental Law” means any Federal, state or local governmental law, rule,
regulation, order, writ, judgment, injunction or decree relating to pollution or protection
of the environment or the treatment, storage, disposal, release, threatened release or
handling of Hazardous Materials, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation
and Recovery Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic
Substances Control Act,
7
the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy
Act and the Federal Insecticide, Fungicide and Rodenticide Act, in each case, as amended
from time to time.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder.
“Eurocurrency Liabilities” has the meaning set forth in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to time.
“Eurodollar Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurodollar Lending Office” in Schedule I or in the
Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is
specified, its Domestic Lending Office), or such other office of such Lender as such Lender
may from time to time specify to the Borrower and the Administrative Agent.
“Eurodollar Rate” means, with respect to any Eurodollar Rate Advance for any
Interest Period, a rate per annum obtained by dividing (i) the rate per annum (rounded
upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on the Reuters
Screen LIBOR01 Page (or on any successor or substitute page of such service, or any
successor to or substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to
deposits in Dollars in the London interbank market) at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period, as the rate
for deposits in Dollars with a maturity comparable to such Interest Period (and in the event
that such rate is not available at such time for any reason, then such rate per annum with
respect to such Eurodollar Rate Advance for such Interest Period shall be the rate at which
deposits in Dollars in an amount equal to $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such Interest Period) by
(ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.
“Eurodollar Rate Advance” means, at any time, an Advance which bears interest
at rates based upon the Eurodollar Rate.
“Eurodollar Rate Reserve Percentage” of any Lender for any Interest Period for
any Eurodollar Rate Advance means the reserve percentage applicable during such Interest
Period (or if more than one such percentage shall be so applicable, the daily average of
such percentages for those days in such Interest Period during which any such percentage
shall be so applicable) under regulations issued from time to time by the Board of Governors
of the Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Lender with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities having a term equal to such Interest Period.
“Events of Default” has the meaning set forth in Section 6.01.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time.
8
“Excluded Representations” means the representations and warranties set forth
in Section 4.01(f), Section 4.01(g), Section 4.01(n) and Section 4.01(o).
“
Existing Credit Agreement” means the Amended and Restated
Credit Agreement
dated March 8, 2007 among the Borrower, the lenders party thereto from time to time and
Citibank,
N.A., as administrative agent, as amended, restated, supplemented or otherwise modified
prior to the Closing Date.
“Facility Fee” has the meaning set forth in Section 2.04(a).
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this
Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), and any regulations or official interpretations
thereof.
“
Federal Funds Rate” means, for any day, a fluctuating interest rate per annum
equal for such day to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of
New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.
“Fitch” means Fitch Ratings and its successors.
“Fitch Rating” means, at any time, the rating of the long-term senior unsecured
non-credit-enhanced debt obligations of the Borrower then outstanding most recently
announced by Fitch.
“Funded Indebtedness” of a Person shall mean (i) all liabilities of such Person
of the kinds referred to in clauses (i), (ii), (iii), (iv) and (v) of the definition of
“Indebtedness” herein, including without limitation commercial paper, of any maturity, and
(ii) other indebtedness (including the current portion thereof) of such Person which would
be classified in whole or part as a long-term liability of such Person in accordance with
GAAP, and shall in any event include (i) any Indebtedness having a final maturity more than
one year from the date of creation of such Indebtedness and (ii) any Indebtedness,
regardless of its term, which is renewable or extendable by such Person (pursuant to the
terms thereof or pursuant to a revolving credit or similar agreement or otherwise) to a date
more than one year from the date of creation of such Indebtedness or any date of
determination of Funded Indebtedness.
“GAAP” means generally accepted accounting principles in the United States of
America as in effect from time to time.
“Governmental Authority” means the federal government, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
“Hazardous Materials” means petroleum or petroleum products, natural or
synthetic gas, asbestos in any form that is or could become friable, and radon gas, any
substances defined as or included in the definition of “hazardous substances”, “hazardous
wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”,
“toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar
meaning and regulatory effect,
9
under any Environmental Law and any other substance exposure
to which is regulated under any Environmental Law.
“Indebtedness” of a Person means, without duplication, such Person’s (i)
obligations for borrowed money, (ii) obligations representing the deferred purchase price of
Property or services
(excluding accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured
by Liens or payable out of the proceeds or production from Property now or hereafter owned
or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or
similar instruments, (v) Capitalized Lease Obligations, (vi) net Rate Hedging Obligations,
(vii) Contingent Obligations in respect of Indebtedness, (viii) obligations for which such
Person is obligated pursuant to or in respect of a letter of credit and (ix) repurchase
obligations or liabilities of such Person with respect to accounts, notes receivable or
securities sold by such Person.
“
Interest Period” means, with respect to any Eurodollar Rate Advance, the
period beginning on the date such Eurodollar Rate Advance is made or Continued, or Converted
from a Base Rate Advance, and ending on the last day of the period selected by the Borrower
pursuant to the provisions below. The duration of each Interest Period shall be one, two,
three or six months or (if available to the Lenders in the opinion of the Lenders) nine or
twelve months, as the Borrower may, upon notice received by the Administrative Agent not
later than 12:00 noon (
New York City time) on the third Business Day prior to the first day
of such Interest Period, select;
provided that:
(i) any Interest Period that would otherwise end after the Commitment
Termination Date shall end on the Commitment Termination Date;
(ii) each Interest Period that begins on the last Business Day of a calendar
month (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month; and
(iii) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, provided that, if
such extension would cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall occur on the
next preceding Business Day.
“Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer
of Letters of Credit hereunder, and its successors in such capacity as provided in Section
2.03(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall
include any such Affiliate with respect to Letters of Credit issued by such Affiliate.
“JPMorgan” means JPMorgan Chase Bank, N.A., a national banking association.
“XX Xxxx Collateral Account” means an account with the Administrative Agent, in
the name of the Administrative Agent and for the benefit of the Lenders.
“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter
of Credit.
10
“Lenders” means the Persons listed on Schedule I and any other Person
that shall have become a Lender hereunder pursuant to Sections 2.19(a) and 8.06(a), (b) and
(c), other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance.
“Letter of Credit Commitment” means, with respect to the Issuing Bank, the
amount set forth opposite the Issuing Bank’s name on Schedule I hereto under the
caption “Letter of Credit Commitment”.
“Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all payments made by the Issuing Bank pursuant to a Letter of Credit that have not
yet been reimbursed by or on behalf of the Borrower at such time. The Letter of Credit
Exposure of any Lender at any time shall be its Ratable Share of the total Letter of Credit
Exposure at such time.
“Letter of Credit Facility” means, at any time, an amount equal to the lesser
of (a) the aggregate amount of the Issuing Bank’s Letter of Credit Commitment at such time
and (b) $25,000,000, as such amount may be reduced at or prior to such time pursuant to
Section 2.06.
“Letter of Credit” has the meaning specified in Section 2.01(b).
“LIBOR Rate” means the rate per annum described in clause (i) of the definition
of “Eurodollar Rate”.
“Lien” means any lien, mortgage, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement having substantially
the same effect as a lien, including, without limitation, the lien or retained security
title of a conditional vendor.
“
Loan Documents” means this Agreement, any promissory notes issued pursuant to
Section 2.18(d) of this Agreement and any Letter of
Credit Agreement, the Subsidiary
Guaranty. Any reference in this Agreement or any other Loan Document to a Loan Document
shall include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to this Agreement
or such Loan Document as the same may be in effect at any and all times such reference
becomes operative.
“Majority Lenders” means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 50% of the sum of the total
Revolving Credit Exposures and unused Commitments at such time; provided that the Revolving
Credit Exposure and unused Commitment of any Lender that is a Defaulting Lender at such time
shall be excluded for purposes of making a determination of Majority Lenders.
“Margin Stock” means margin stock within the meaning of Regulation U.
“Material Adverse Change” or “Material Adverse Effect” means a material
adverse change in or, as the case may be, effect on (i) the business, condition (financial
or otherwise), or operations of the Borrower and its Consolidated Subsidiaries taken as a
whole, (ii) the legality, validity or enforceability of this Agreement or (iii) the ability
of the Borrower to pay and perform its obligations hereunder.
“Material Agreements” has the meaning specified in Section 4.01(o).
11
“Material
Indebtedness” has the meaning set forth in
Section 6.01(d).
“Material Subsidiary” shall mean a Subsidiary which (i) owns, leases or
occupies any building, structure or other facility used primarily for the bottling, canning
or packaging of soft drinks or soft drink products or warehousing and distributing of such
products, other than any
such building, structure or other facility or portion thereof, which is not of material
importance to the total business conducted by the Borrower and its Subsidiaries as an
entirety, (ii) is a party to any contract with respect to the bottling, canning, packaging
or distribution of soft drinks or soft drink products, other than any such contract which is
not of material importance to the total business conducted by the Borrower and its
Subsidiaries as an entirety, and in any event includes each of the Subsidiaries indicated as
Material Subsidiaries listed in Schedule IV as of the date hereof, and (iii) any
Subsidiary of the Borrower that would qualify as a “significant subsidiary” under Regulation
S-X of the Securities and Exchange Commission (or its successor agency).
“Moody’s” means Xxxxx’x Investors Service, Inc. and its successors.
“Xxxxx’x Rating” means, at any time, the rating of the long-term senior
unsecured non-credit-enhanced debt obligations of the Borrower then outstanding most
recently announced by Moody’s.
“Multiemployer Plan” means any employee benefit plan which is a “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any
member of a Controlled Group has or had an obligation to contribute.
“Note” has the meaning set forth in Section 2.18.
“Notice of Borrowing” has the meaning set forth in Section 2.02(a).
“OECD” means the Organization for Economic Cooperation and Development.
“Other Taxes” has the meaning set forth in Section 2.15(b).
“Parent” means, with respect to any Lender, any Person as to which such Lender
is, directly or indirectly, a subsidiary.
“Participant Register” has the meaning specified in Section 8.06(e).
“Payment Default” means an event that, with notice or lapse of time or both,
would become an Event of Default under Section 6.01(a).
“PBGC” means the Pension Benefit Guaranty Corporation or any successor.
“Person” means an individual, partnership, corporation (including a business
trust), limited liability company, joint stock company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency
thereof.
“Plan” means an employee pension benefit plan (other than a Multiemployer Plan)
to which Section 4021 of ERISA applies and (i) which is maintained for employees of the
Borrower or any member of a Controlled Group or (ii) to which the Borrower or any member of
a Controlled Group made, or was required to make, contributions at any time within the
preceding five years.
12
“Property” of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by
such Person.
“
Prime Rate” means the rate of interest per annum publicly announced from time
to time by JPMorgan as its prime rate in effect at its principal office in
New York City;
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.
“Ratable Share” of any amount means, with respect to any Lender at any time,
the product of (a) a fraction the numerator of which is the amount of such Lender’s
Revolving Credit Commitment at such time and the denominator of which is the Revolving
Credit Facility at such time and (b) such amount; provided that, in the case of
Section 2.20 when a Defaulting Lender shall exist, “Ratable Share” shall mean the percentage
of the Revolving Credit Facility (disregarding any Defaulting Lender’s Revolving Credit
Commitment) represented by such Lender’s Revolving Credit Commitment. If the Revolving
Credit Commitments have terminated or expired, the Ratable Shares shall be determined based
upon the Revolving Credit Commitments most recently in effect, giving effect to any
assignments and to any Lender’s status as a Defaulting Lender at the time of determination.
“Rate Hedging Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (a) any and all agreements, devices or arrangements designed
to protect at least one of the parties thereto from the fluctuations of interest rates,
exchange rates or forward rates applicable to such party’s assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate cap or collar
protection agreements, forward rate currency or interest rate options, puts and warrants,
and (b) any and all cancellations, buybacks, reversals, terminations or assignments of any
of the foregoing.
“Rating” means a Xxxxx’x Rating, a S&P Rating or a Fitch Rating, as applicable.
“Register” has the meaning set forth in Section 8.06(d).
“Regulations T, U and X” means Regulations T, U and X issued by the Board of
Governors of the Federal Reserve System, as from time to time amended.
“Reportable Event” means (i) a reportable event described in Section 4043 of
ERISA and regulations thereunder (other than reportable events for which notice has been
waived pursuant to PBGC regulations), (ii) a withdrawal by a substantial employer from a
Plan to which more than one employer contributes, as referred to in Section 4063(b) of
ERISA, or (iii) a cessation of operations at a facility causing more than 20% of Plan
participants to be separated from employment, as referred to in Section 4062(e) of ERISA.
“Responsible Officer” means the President, the Chief Accounting Officer, the
Treasurer or the Chief Financial Officer of the Borrower.
“Revolving Credit Commitment” means, with respect to any Lender at any time,
the amount set forth opposite such Lender’s name on Schedule I hereto under the
caption “Revolving Credit Commitment” or, if such Lender has entered into one or more
Assignment and Acceptances, set forth for such Lender in the Register maintained by the
Administrative Agent
13
pursuant to Section 8.06(d) as such Lender’s “Revolving Credit
Commitment”, as such amount may be reduced or terminated at or prior to such time pursuant
to Section 2.05 or increased pursuant to Section 2.19.
“Revolving Credit Exposure” means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender’s Advances and its Letter of Credit
Exposure at such time.
“Revolving Credit Facility” means, at any time, the aggregate amount of the
Lender’s Revolving Credit Commitments at such time.
“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business, and its successors.
“S&P Rating” means, at any time, the rating of the long-term senior unsecured,
non-credit-enhanced debt obligations of the Borrower then outstanding most recently
announced by S&P.
“Subsidiary” means, with respect to any Person, any corporation, partnership,
limited liability company or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions of such
corporation, partnership, limited liability company or other entity (irrespective of whether
or not at the time securities or other ownership interests of any other class or classes of
such corporation, partnership, limited liability company or other entity shall have or might
have voting power by reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or
by such Person and one or more Subsidiaries of such Person; provided that,
notwithstanding the foregoing, Piedmont Coca-Cola Bottling Partnership, a Delaware general
partnership, shall be deemed to be a Subsidiary of the Borrower so long as the Borrower owns
a greater than 50% economic interest therein.
“Taxes” has the meaning set forth in Section 2.15(a).
“Termination Event” means, with respect to a Plan which is subject to Title IV
of ERISA, (a) a Reportable Event, (b) the withdrawal of the Borrower or any other member of
the Controlled Group from such Plan during a plan year in which the Borrower or any other
member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2)
of ERISA or was deemed such under any other provision of Title IV of ERISA, (c) the
termination of such Plan, the filing of a notice of intent to terminate such Plan or the
treatment of an amendment of such Plan as a termination under Section 4041 of ERISA or (d)
the institution by the PBGC of proceedings to terminate such Plan, in each case which could
reasonably be expected to have a Material Adverse Effect.
“Type” refers to whether an Advance is a Base Rate Advance or a Eurodollar Rate
Advance.
“Unfunded Liabilities” means the amount (if any) by which the present value of
all vested and unvested accrued benefits under a single employer plan, as defined in Section
4001(a)(15) of ERISA, exceeds the fair market value of assets allocable to such benefits,
all determined as of the then most recent valuation date for such Plans using the PBGC
actuarial
14
assumptions utilized for purposes of determining the current liability for
purposes of such valuation.
“Unused Commitment” means, with respect to each Lender at any time, (a) such
Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the
aggregate
principal amount of all Advances made by such Lender (in its capacity as a Lender) and
outstanding at such time, plus (ii) such Lender’s Ratable Share of the aggregate
Available Amount of all the Letters of Credit outstanding at such time
SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until” mean “to
but excluding”.
SECTION 1.03. Accounting Terms.
(a) All accounting terms not specifically defined herein shall be construed in accordance with
GAAP consistent with those applied in the preparation of the financial statements referred to in
Section 4.01(e).
(b) Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios
referred to herein shall be made (i) without giving effect to any election under Accounting
Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other
liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without
giving effect to any treatment of Indebtedness in respect of convertible debt instruments under
Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or
Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in
a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be
valued at the full stated principal amount thereof and (iii) by excluding from Consolidated Cash
Flow all non-cash credits or charges resulting from commodity hedging transactions.
(c) If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth herein, and the Borrower so requests, the Administrative Agent, the Lenders
and the Borrower will negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP; provided that until so amended,
such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior
to such change therein.
ARTICLE 2
AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT
SECTION 2.01. The Advances and Letters of Credit.
(a) Each Lender severally agrees, on and subject to the terms and conditions hereinafter set
forth, to make advances to the Borrower (each, an “Advance”) from time to time on any
Business Day during the period from the Closing Date until the Commitment Termination Date in an
aggregate amount up to but not exceeding at any one time outstanding the amount set forth under the
heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule I or, if such
Lender has entered into an Assignment and Acceptance, set forth for such Lender in the Register (as
such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.19) and, as
to all Lenders, up to but not exceeding at any one time outstanding $200,000,000 (subject to
Section 2.19). Each Borrowing and each Conversion or Continuation thereof (i) shall be in an
aggregate amount not less than
15
$1,000,000 or an integral multiple of $500,000 in excess thereof and
(ii) shall consist of Advances of the same Type (and, if such Advances are Eurodollar Rate
Advances, having the same Interest Period) made, Continued or Converted on the same day by the
Lenders ratably according to their respective Revolving Credit Commitments, except in each case as
otherwise provided in Sections 2.09(e) and (f), as applicable.
Within the limits of each Lender’s Revolving Credit Commitment, the Borrower may from time to
time borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a).
(b) The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue
letters of credit denominated in Dollars (each, a “Letter of Credit”) for the account of
the Borrower or any of its Subsidiaries from time to time on any Business Day during the period
from the Closing Date until thirty (30) days before the Commitment Termination Date in an aggregate
Available Amount (i) with respect to all Letters of Credit issued by the Issuing Bank not to exceed
at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s
Letter of Credit Commitment at such time and (ii) with respect to each such Letter of Credit not to
exceed an amount equal to the Unused Commitments of the Lenders at such time. No Letter of Credit
shall have an expiration date (including all rights of the Borrower or the beneficiary to require
renewal) later than five (5) Business Days before the Commitment Termination Date. Within the
limits referred to above, the Borrower may request the issuance of Letters of Credit under this
Section 2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(d)
and request the issuance of additional Letters of Credit under this Section 2.01(b).
SECTION 2.02. Making the Advances.
(a) (i) Each Borrowing shall be made on notice, given not later than 12:00 noon (
New York
City time) on the third Business Day prior to the date of such Borrowing (in the case of a
Borrowing consisting of Eurodollar Rate Advances) or given not later than 12:00 noon (
New York City
time) on the Business Day of such Borrowing (in the case of a Borrowing consisting of Base Rate
Advances), by the Borrower to the Administrative Agent, which shall give to each Lender prompt
notice thereof.
(ii) Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in
writing in substantially the form of Exhibit A hereto, specifying therein the
requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii)
amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate
Advances, initial Interest Period for each such Advance.
(iii) Each Lender shall, before 1:00 p.m. (
New York City time) on the date of such
Borrowing, make available for the account of its Applicable Lending Office to the
Administrative Agent at its address referred to in Section 8.02, in same day funds, such
Lender’s ratable portion of such Borrowing.
(iv) Upon the Administrative Agent’s receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article 3, the Administrative Agent will make such funds
available to the Borrower at the Administrative Agent’s aforesaid address.
(b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of
any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Lender against any loss, cost or expense (excluding
loss of profit) reasonably incurred by such Lender as a result of any failure to make such
Borrowing (including, without limitation, as a result of any failure to fulfill, on or before the
date specified in such Notice of Borrowing, the applicable conditions set forth in Article 3) and
the liquidation
16
or reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing. A certificate as to the amount of
such losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.
(c) Unless the Administrative Agent shall have received notice from a Lender prior to the date
of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to the Administrative
Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith
on demand (but without duplication) such corresponding amount together with interest thereon, for
each day from the date such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender,
the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for
purposes of this Agreement (and such Advance shall be deemed to have been made by such Lender on
the date on which such amount is so repaid to the Administrative Agent).
(d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing
shall not relieve the other Lenders of their obligations hereunder to make an Advance on the date
of such Borrowing, and no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.
SECTION 2.03. Letters of Credit.
(a) General. Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit denominated in Dollars for its own account, in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms and conditions of
any form of letter of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.
(b)
Request for Issuance. (i) Each Letter of Credit shall be issued upon notice,
given not later than 11:00 a.m. (
New York City time) on the third Business Day prior to the date of
the proposed issuance of such Letter of Credit (or on such shorter notice as the Issuing Bank may
agree), by the Borrower to the Issuing Bank, and the Issuing Bank shall give the Administrative
Agent, prompt notice thereof. Each such notice of issuance of a Letter of Credit (a “
Notice of
Issuance”) shall be by telephone, confirmed immediately in writing, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such
Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than the
earlier of (x) one year after the issuance thereof (
provided that any such Letter of Credit
may provide for renewal thereof for additional periods (which shall in no event extend past the
date in clause (y) hereof)) and (y) five (5) Business Days prior to the Commitment Termination
Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter
of Credit, and shall be accompanied by such customary application and agreement for letter of
credit as the Issuing Bank may specify to the Borrower for use in connection with such requested
Letter of Credit (a “
Letter of Credit Agreement”). If the requested form of such Letter of
Credit is acceptable to the Issuing Bank in its sole discretion, the Issuing Bank will, upon
fulfillment of the
17
applicable conditions set forth in Article III, make such Letter of
Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed
with the Borrower in connection with such issuance.
(c) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, subject to Section 2.19(a)(iv), the Issuing Bank hereby grants to each
Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of
Credit equal to such Lender’s Ratable Share of the aggregate amount available to be drawn under
such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Ratable Share
of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due
as provided in Section 2.03(d), or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the Revolving Credit Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever. Each Lender further
acknowledges and agrees that its participation in each Letter of Credit will be automatically
adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at
each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in
accordance with Section 8.06 or otherwise pursuant to this Agreement.
(d) Drawing and Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent the amount equal to such LC Disbursement, calculated as of the date the
Issuing Bank made such LC Disbursement not later than 12:00 noon (New York City time) on the date
that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m. (New York City time) on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon (New York
City time) on the Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt; provided
that if the Borrower fails to so reimburse such LC Disbursement by such time, the Borrower shall be
deemed to have requested a Base Rate Advance (subject to (i) the terms and conditions of Section
2.01(a) other than the required minimum and multiple amounts set forth therein and (ii) the
satisfaction of the conditions set forth in Section 3.02) in an equivalent amount of such LC
Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall
be discharged and replaced by the resulting Base Rate Advance. If the Borrower fails to make such
payment when due (or if the deemed Base Rate Advance described in the immediately foregoing proviso
cannot be made for any reason), the Administrative Agent shall notify each Lender of the applicable
LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s
Ratable Share thereof. Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Ratable Share of the payment then due from the Borrower, in the same
manner as provided in Section 2.02 with respect to Advances made by such Lender (and Section 2.02
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of Base
18
Rate Advances as contemplated above) shall not constitute an
Advance and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
(e) Failure to Make Advances. The failure of any Lender to make the Advance to be
made by it on the date specified in Section 2.03(d) shall not relieve any other Lender of its
obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender on such date.
(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (d) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.
(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed in writing) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Lenders with respect to any such LC Disbursement.
(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC
19
Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Base Rate Advances; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (d) of this
Section, then Section
2.07(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account of
the Issuing Bank, except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (d) of this Section to reimburse the Issuing Bank shall be for the account of
such Lender to the extent of such payment.
(i) Replacement of Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.04(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit then outstanding and issued by it prior to such replacement, but shall not be required to
issue additional Letters of Credit.
SECTION 2.04. Certain Fees.
(a) Facility Fee. The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a facility fee (the “Facility Fee”) on the average daily amount
(whether used or unused) of such Lender’s Revolving Credit Commitment from the Closing Date (in the
case of each Lender) and from the date of the effectiveness of any Assignment and Acceptance
pursuant to which it became a Lender (in the case of each such Lender), in each case until the
Commitment Termination Date at a rate per annum equal to the Applicable Rate. The Facility Fee
shall be payable quarterly in arrears on the last Business Day of each March, June, September and
December and on the Commitment Termination Date, commencing on the last Business Day of September,
2011.
(b) Letter of Credit Fees. The Borrower agrees pay to the Administrative Agent for
the account of each Lender a commission on such Lender’s Ratable Share of the average daily
aggregate Available Amount of all Letters of Credit issued for the account of the Borrower
outstanding from time to time at a rate per annum equal to the Applicable Rate for Eurodollar Rate
Advances in effect from time to time, payable in arrears quarterly on the last Business Day of each
March, June, September and December, commencing on the last Business Day of September, 2011, and on
the Commitment Termination Date, and after the Commitment Termination Date payable upon demand;
provided that the Applicable Rate shall increase by 2% per annum upon the occurrence and
during the continuation of an Event of Default if the Borrower is required to pay Default Interest
pursuant to Section 2.07(b). The Borrower further agrees to pay to the Issuing Bank for its own
account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily
amount of the Letter of Credit Exposure attributable to Letters of Credit issued by the Issuing
Bank during the period from and including the Closing Date to but excluding the later of the date
of termination of the Commitments and the date on which there ceases to be any Letter of Credit
Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance,
amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Fronting fees shall be payable quarterly in arrears on
the last Business Day of each March, June, September and December and on the Commitment Termination
Date, commencing on the last Business Day of September, 2011.
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(c) Administrative Agent’s Fee. The Borrower agrees to pay to the Administrative
Agent, for the Administrative Agent’s own account, an administrative agency fee at the times and in
the amounts heretofore agreed between the Borrower and the Administrative Agent.
SECTION 2.05. Termination or Reduction of the Commitments.
(a) The Commitment of each Lender shall be automatically reduced to zero on the Commitment
Termination Date.
(b) The Borrower shall have the right, upon at least three (3) Business Days’ notice to the
Administrative Agent, to terminate, in whole or reduce ratably in part, the unused portions of the
Revolving Credit Commitments of the Lenders; provided that the aggregate amount of the
Revolving Credit Commitments of the Lenders shall not be reduced to an amount which is less than
the sum of the aggregate principal amount of the Advances then outstanding and the Letter of Credit
Exposure at such time; and provided further that each partial reduction shall be in
an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) Once reduced or terminated, the Revolving Credit Commitments may not be reinstated.
SECTION 2.06. Repayment of Advances; Letter of Credit Reimbursements.
(a) Advances. The Borrower shall repay the unpaid principal amount of each Advance
made by each Lender, and each Advance made by each Lender shall mature, on the Commitment
Termination Date.
(b)
Letter of Credit Reimbursements. The obligations of the Borrower under this
Agreement, any Letter of
Credit Agreement and any other agreement or instrument, in each case,
relating to any Letter of Credit and any LC Disbursements shall be unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument, respectively.
SECTION 2.07. Interest.
(a) Ordinary Interest. The Borrower shall pay interest on the unpaid principal amount
of each Advance made by each Lender, from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:
(i) Base Rate Advances. While such Advance is a Base Rate Advance, a rate per
annum equal to the Base Rate in effect from time to time plus the Applicable Rate
for Base Rate Advances as in effect from time to time, payable quarterly in arrears on the
last Business Day of each March, June, September and December and on the date such Base Rate
Advance shall be Converted, on the Commitment Termination Date and on the date of payment in
full.
(ii) Eurodollar Rate Advances. While such Advance is a Eurodollar Rate
Advance, a rate per annum for each Interest Period for such Advance equal to the sum of the
Eurodollar Rate for such Interest Period plus the Applicable Rate for Eurodollar
Rate Advances as in effect from time to time, payable on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on each day
which occurs at three-month intervals after the first day of such Interest Period, and on
each date on which such Eurodollar
21
Rate Advance shall be Continued, Converted, on the Commitment Termination Date and on
the date of payment in full.
(b) Default Interest. Notwithstanding the foregoing, if any Payment Default shall
have occurred and be continuing, the Borrower shall pay interest on:
(i) the unpaid principal amount of each Advance owing to each Lender, payable on demand
(and in any event in arrears on the dates referred to in Section 2.07(a)(i) or (a)(ii)
above), at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Advance pursuant to said Section 2.07(a)(i) or (a)(ii), as
applicable; provided that if such Payment Default shall be continuing at the end of
any Interest Period for any Eurodollar Rate Advance, such Advance shall forthwith be
Converted to a Base Rate Advance bearing interest as aforesaid in this Section 2.07(b)(i);
and
(ii) the amount of any interest, fee or other amount payable hereunder that is not paid
when due, from the date such amount shall be due until such amount shall be paid in full,
payable on demand (and in any event in arrears on the date such amount shall be paid in
full), at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on Base Rate Advances pursuant to Section 2.07(a)(i) above.
SECTION 2.08. [Intentionally Omitted].
SECTION
2.09. Interest Rate Determinations; Changes in Rating Systems.
(a) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rates determined by the Administrative Agent for the purposes of Section 2.07.
(b) If the relevant rates do not appear on Reuters Screen LIBOR01, and the Eurodollar Rate
cannot be determined on the basis set forth in the second sentence of the definition of “Eurodollar
Rate”:
(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that
the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest
Period,
(ii) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance, and
(iii) the obligation of the Lenders to make or Continue, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist.
(c) If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the
Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Majority Lenders of making, funding or maintaining their
respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall
forthwith so notify the Borrower and the Lenders, whereupon:
22
(i) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance, and
(ii) the obligation of the Lenders to make or Continue, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrower and such Lenders that the circumstances causing such suspension no longer exist.
(d) If the Borrower shall fail to select the duration of any ensuing Interest Period for any
outstanding Eurodollar Rate Advances in accordance with the provisions contained in the definition
of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the
Borrower and the Lenders and the Borrower will automatically be deemed to have selected an Interest
Period of one month therefor.
(e) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than
$5,000,000, such Advances shall automatically Convert into Base Rate Advances.
(f) Upon the occurrence and during the continuance of any Event of Default, (x) each
Eurodollar Rate Advance shall automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make or
Continue, or to Convert Advances into, Eurodollar Rate Advances shall automatically be suspended
until such Event of Default shall be cured or waived.
SECTION 2.10. Voluntary Conversion and Continuation of Advances.
(a) Optional Conversion. The Borrower may on any Business Day, upon notice given to
the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day
prior to the date of the proposed Conversion and subject to the provisions of Sections 2.09 and
2.13, Convert all or any portion of the outstanding Advances of one Type comprising part of the
same Borrowing into Advances of the other Type; provided that (i) any Conversion of Base
Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.01(a) and (ii) in the case of any such Conversion of a Eurodollar Rate
Advance into a Base Rate Advance on a day other than the last day of an Interest Period therefor,
the Borrower shall reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Each such
notice of a Conversion shall, within the restrictions specified above, specify (x) the date of such
Conversion, (y) the Advances to be Converted, and (z) if such Conversion is into Eurodollar Rate
Advances, the duration of the initial Interest Period for each such Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower.
(b) Continuations. The Borrower may, on any Business Day, upon notice given to the
Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior
to the date of the proposed Continuation and subject to the provisions of Sections 2.09 and 2.13,
Continue all or any portion of the outstanding Eurodollar Rate Advances comprising part of the same
Borrowing for one or more Interest Periods; provided that (i) Eurodollar Rate Advances so
Continued and having the same Interest Period shall be in an amount not less than the minimum
amount specified in Section 2.01(a) and (ii) in the case of any such Continuation on a day other
than the last day of an Interest Period therefor, the Borrower shall reimburse the Lenders in
respect thereof pursuant to Section 8.04(c). Each such notice of a Continuation shall, within the
restrictions specified above, specify (x) the date of such Continuation, (y) the Eurodollar Rate
Advances to be Continued and (y) the duration of the initial Interest Period (or Interest Periods)
for the Eurodollar Rate Advances subject to such Continuation. Each notice of Continuation shall
be irrevocable and binding on the Borrower.
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SECTION 2.11. Prepayments of Advances. The Borrower may, on notice given not later than 11:00 a.m. (New York City time) on the
second Business Day prior to the date of the proposed prepayment of Advances (in the case of
Eurodollar Rate Advances) or given not later than 11:00 a.m. (New York City time) on the Business
Day of the proposed prepayment of Advances (in the case of Base Rate Advances), stating the
proposed date and aggregate principal amount of the prepayment, and if such notice is given the
Borrower shall, prepay, without penalty or premium, the outstanding principal amounts of the
Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal amount not
less than $5,000,000 or integral multiples of $1,000,000 in excess thereof and (y) in the case of
any such prepayment of a Eurodollar Rate Advance on a day other than the last day of an Interest
Period therefor, the Borrower shall reimburse the Lenders in respect thereof pursuant to Section
8.04(c). The Borrower shall have no right to prepay the Advances except as provided in this
Section 2.11 (or as required pursuant to the other provisions of this Agreement).
SECTION 2.12. Increased Costs.
(a) If, due to a Change in Law, there shall be any increase in the cost to any Person of
agreeing to make or making, funding or maintaining Advances or any Person shall be subjected to any
taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and any and
all liabilities with respect to the foregoing, (other than Taxes, Other Taxes, and amounts excluded
from “Taxes” as defined in Section 2.15(a)) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto, then the Borrower shall from time to time, upon demand by such Person (with a
copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account
of such Person additional amounts sufficient to compensate such Person for such increased cost. A
certificate as to the amount of such increased cost, prepared in good faith and submitted to the
Borrower and the Administrative Agent by such Person, shall be conclusive and binding for all
purposes, absent manifest error.
(b) If any Lender determines that compliance with any law or regulation or any guideline or
request from any central bank or other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such capital is increased
by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments
of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such
Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence of such Lender’s
commitment to lend hereunder. A certificate as to such amounts, prepared in good faith and
submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.
SECTION 2.13. Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the
Administrative Agent that the introduction of or any change in or in the interpretation of any law
or regulation makes it unlawful, or any central bank or other governmental authority asserts that
it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make or Continue Eurodollar Rate Advances or to fund or otherwise maintain Eurodollar
Rate Advances hereunder, (i) the obligation of such Lender to make or Continue, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist
24
and (ii) each Eurodollar Rate Advance of such Lender shall convert into a Base Rate Advance at
the end of the then current Interest Period for such Eurodollar Rate Advance.
SECTION 2.14. Payments and Computations.
(a) The Borrower shall make each payment hereunder without set-off or counterclaim not later
than 12:00 noon (New York City time) on the day when due in Dollars to the Administrative Agent at
its address referred to in Section 8.02 in same day funds. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of principal, interest,
Letter of Credit fees or Facility Fee ratably (other than amounts payable pursuant to Section
2.02(b), 2.12, 2.15 or 8.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount payable to any Lender
to such Lender for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to Section 8.06(d),
from and after the Closing Date specified in such Assignment and Acceptance, the Administrative
Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such Closing Date directly between themselves.
(b) All computations of interest based on the Prime Rate shall be made by the Administrative
Agent on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day) occurring in the period for which such
interest is payable. All computations of interest based on the Eurodollar Rate or the Federal
Funds Rate and of Letter of Credit fees and the Facility Fee shall be made by the Administrative
Agent on the basis of a year of 360 days, for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or fee is payable.
Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.
(c) Whenever any payment hereunder would be due on a day other than a Business Day, such due
date shall be extended to the next succeeding Business Day, and any such extension of such due date
shall in such case be included in the computation of payment of interest, Letter of Credit fees and
Facility Fee, as the case may be; provided, however, that if such extension would
cause payment of interest on or principal of Eurodollar Rate Advances to fall due in the next
following calendar month, such payment shall be made on the next preceding Business Day.
(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent that the Borrower shall not have so made such
payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with interest thereon, for each
day from the date such amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Rate.
SECTION 2.15. Taxes.
(a) Any and all payments by the Borrower hereunder shall be made, in accordance with Section
2.14, free and clear of and without deduction for any and all present or future taxes, duties,
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levies, imposts, deductions, assessments, fees, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Lender and the Administrative Agent,
(i) taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the
laws of which such Lender or the Administrative Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction of such Lender’s Applicable Lending Office or
any political subdivision thereof, and (ii) any U.S. federal withholding taxes imposed by FATCA
(all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, charges,
withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions applicable to additional sums
payable under this Section 2.15) such Lender or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with applicable law.
(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with respect to, this
Agreement (hereinafter referred to as “Other Taxes”).
(c) The Borrower will indemnify each Lender and the Administrative Agent for the full amount
of Taxes or Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.15) paid by such Lender or the Administrative
Agent (as the case may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. This indemnification shall be made within thirty (30) days from the date such
Lender or the Administrative Agent (as the case may be) makes written demand therefor. A
certificate as to the amount of such Taxes and Other Taxes, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding (as between the Borrower, the
Lenders and the Administrative Agent) for all purposes, absent manifest error.
(d) Within thirty (30) days after the date of any payment of Taxes, the Borrower will furnish
to the Administrative Agent, at its address referred to in Section 8.02, the original or a
certified copy of a receipt evidencing payment thereof or other proof of payment of such Taxes
reasonably satisfactory to the relevant Lender(s). If no Taxes are payable in respect of any
payment hereunder, upon the request of the Administrative Agent the Borrower will furnish to the
Administrative Agent, at such address, a statement to such effect with respect to each jurisdiction
designated by the Administrative Agent.
(e) Each Lender organized under the laws of a jurisdiction outside the United States, on or
prior to the date of its execution and delivery of this Agreement (in the case of each Lender) and
on the date of the Assignment and Acceptance pursuant to which it becomes a Lender (in the case of
each other Lender), and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Lender remains lawfully able to do so), shall provide the Borrower with
Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income
tax treaty to which the United States is a party which reduces the rate of withholding tax on
payments of interest (or that such Lender is eligible for the portfolio interest exemption) or
certifying that the income receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States. If the form provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a
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United States interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from “Taxes” as defined in Section 2.15(a).
(f) For any period with respect to which a Lender has failed to provide the Borrower with the
appropriate form described in Section 2.15(e) (other than if such failure is due to a change in law
occurring subsequent to the date on which a form originally was required to be provided, or if such
form otherwise is not required under the first sentence of subsection (e) above), such Lender shall
not be entitled to indemnification under Section 2.15(a) or (c) with respect to Taxes imposed by
the United States; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower shall take such steps as
the Lender may reasonably request to assist the Lender to recover such Taxes.
(g) Any Lender claiming any additional amounts payable pursuant to this Section 2.15 shall use
reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office(s) if the making of such a change would
avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue
and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender.
(h) Each Lender shall severally indemnify the Administrative Agent for any taxes, duties,
levies, imposts, deductions, assessments, fees, charges or withholdings, and any and all
liabilities with respect to the foregoing (but, in the case of any Taxes or Other Taxes, only to
the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes or
Other Taxes and without limiting the obligation of the Borrower to do so) attributable to such
Lender that are paid or payable by the Administrative Agent in connection with this Agreement and
any reasonable expenses arising therefrom or with respect thereto, whether or not such amounts were
correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity
under this Section 2.15(h) shall be paid within thirty (30) days after the Administrative Agent
delivers to the applicable Lender a certificate stating the amount so paid or payable by the
Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent
manifest error.
(i) If a payment made to a Lender under this Agreement would be subject to U.S. federal
withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at
the time or times prescribed by law and at such time or times reasonably requested by the Borrower
or the Administrative Agent, such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the
Administrative Agent to comply with their obligations under FATCA, to determine that such Lender
has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine
the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.15(i),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.
SECTION 2.16. Set-Off; Sharing of Payments, Etc.
(a) Without limiting any of the obligations of the Borrower or the rights of the Lenders
hereunder, if the Borrower shall fail to pay when due (whether at stated maturity, by acceleration
or otherwise) any amount payable by it hereunder or under any Note each Lender may, without prior
notice to the Borrower (which notice is expressly waived by it to the fullest extent permitted by
applicable law), set off and appropriate and apply against such amount any and all deposits
(general or special, time
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or demand, provisional or final, in any currency, matured or unmatured)
and other obligations and
liabilities at any time held or owing by such Lender or any branch or agency thereof to or for
the credit or account of the Borrower. Each Lender shall promptly provide notice of such set-off
to the Borrower, provided that failure by such Lender to provide such notice shall not
affect the validity of such set-off and application.
(b) If any Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than
pursuant to Section 2.02(b), 2.12, 2.15 or 8.04(c)) in excess of its ratable share of payments on
account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the
other Lenders such participations in the Advances made by them or make such other adjustments as
shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded
and such Lender shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender’s ratable share (according to the proportion
of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.16 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the Borrower in the
amount of such participation.
SECTION 2.17. Right to Replace a Lender. If the Borrower is required to make any additional payment pursuant to Section 2.12 or 2.15
to any Lender or if any Lender’s obligation to make or Continue, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended pursuant to Section 2.13 (in each case, such Lender
being an “Affected Person”), the Borrower may elect, if such amounts continue to be charged
or such suspension is still effective, to replace such Affected Person as a party to this
Agreement; provided that, no Default or Event of Default shall have occurred and be
continuing at the time of such replacement; and provided further that, concurrently
with such replacement, (i) another financial institution which is an Eligible Assignee and is
reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date,
to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance
and to become a Lender for all purposes under this Agreement and to assume all obligations
(including all outstanding Advances) of the Affected Person to be terminated as of such date and to
comply with the requirements of Section 8.06 applicable to assignments, and (ii) the Borrower shall
pay to such Affected Person in same day funds on the day of such replacement all accrued interest,
accrued fees and other amounts then owing to such Affected Person by the Borrower hereunder to and
including the date of termination, including without limitation payments due such Affected Person
under Section 2.12 and 2.15.
SECTION 2.18. Evidence of Indebtedness.
(a) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.
(b) The Administrative Agent shall maintain accounts in which it shall record (i) the date,
amount, Type, interest rate and duration of Interest Period (if applicable) of each Advance made
hereunder, (ii) the amount of any principal or interest due and payable or to become due and
payable from
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the Borrower to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(c) The entries made in the accounts maintained pursuant to clause (a) or (b) of this Section
2.18 shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of the Borrower to
repay the Advances in accordance with the terms of this Agreement.
(d) Any Lender may request that its Advances be evidenced by a promissory note. In such
event, the Borrower will promptly prepare, execute and deliver to such Lender a promissory note (a
“Note”) payable to the order of such Lender, in a form approved by the Administrative
Agent, in a principal amount equal to the amount of such Lender’s Revolving Credit Commitment and
otherwise duly completed.
SECTION 2.19. Increase of Revolving Credit Commitments.
(a) The Borrower shall have the right at any time after the Closing Date to request that the
aggregate Revolving Credit Commitments hereunder be increased (a “Commitment Increase”) in
accordance with the following provisions and subject to the following conditions:
(i) The Borrower shall give the Administrative Agent, which shall promptly deliver a
copy thereof to each of the Lenders, at least twenty (20) Business Days’ prior written
notice (a “Notice of Increase”) of any such requested increase specifying the
aggregate amount by which the Revolving Credit Commitments are to be increased (the
“Requested Increase Amount”), which shall be at least $10,000,000, the requested
date of increase (the “Requested Increase Date”) and the date by which the Lenders
wishing to participate in the Commitment Increase must commit to an increase in the amount
of their respective Revolving Credit Commitments (the “Commitment Date”). Each
Lender that is willing in its sole discretion to participate in such requested Commitment
Increase (each an “Increasing Lender”) shall give written notice to the
Administrative Agent on or prior to the Commitment Date of the amount by which it is willing
to increase its Revolving Credit Commitment.
(ii) Promptly following each Commitment Date, the Administrative Agent shall notify the
Borrower as to the amount, if any, by which the Lenders are willing to participate in the
requested Commitment Increase. In addition, the Borrower may extend offers to one or more
Eligible Assignees, each of which must be reasonably satisfactory to the Administrative
Agent, to participate in any portion of the requested Commitment Increase; provided,
however, that the Revolving Credit Commitment of each such Eligible Assignee shall
be in an amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess
thereof. Any such Eligible Assignee that agrees to acquire a Revolving Credit Commitment
pursuant hereto is herein called an “Additional Lender”.
(iii) Effective on the Requested Increase Date, subject to the terms and conditions
hereof, (x) Schedule I shall be deemed to be amended to reflect the increases
contemplated hereby, (y) the Revolving Credit Commitment of each Increasing Lender shall be
increased by an amount determined by the Administrative Agent and the Borrower (but in no
event greater than the amount the amount by which such Lender is willing to increase its
Revolving Credit Commitment), and (z) each Additional Lender shall enter into an agreement
in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to
which it shall undertake, as of such Requested Increase Date, a new Revolving Credit
Commitment in
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an amount determined by the Administrative Agent and the Borrower (but in no
event greater than the amount the amount by which such Lender is willing to participate in
the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to
be a Lender for
all purposes of this Agreement. Each Additional Lender may request a Note in
accordance with Section 2.18(d).
(iv) If on the Requested Increase Date there are any Advances outstanding hereunder,
the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance
by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such
that, after giving effect thereto, the Advances (including, without limitation, the Types
and Interest Periods thereof) shall be held by the Lenders (including for such purposes the
Increasing Lenders and the Additional Lenders) ratably in accordance with their respective
Revolving Credit Commitments. On and after each Increase Date, the Ratable Share of each
Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit
shall be calculated after giving effect to each such Commitment Increase.
(v) The Borrower may not exercise its rights under this Section 2.19 more than once in
each successive annual period commencing on the Closing Date.
(b) Anything in this Section 2.19 to the contrary notwithstanding, no increase in the
aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective
unless:
(i) as of the date of the relevant Notice of Increase and on the relevant Requested
Increase Date and after giving effect to such increase, (x) no Default or Event of Default
shall have occurred and be continuing and (y) the representations and warranties of the
Borrower in Article 4 (subject to updating in the case of Sections 4.01(n) and 4.01(o))
shall be true and correct in all material respects as if made on and as of such date (unless
expressly stated to relate to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier date);
(ii) the Administrative Agent shall have received on or before the relevant Requested
Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower
approving the Commitment Increase and (B) an opinion of counsel for the Borrower reasonably
satisfactory to the Administrative Agent.
(iii) on and as of the date of the relevant Notice of Increase and on the relevant
Requested Increase Date and after giving effect to such increase, the Xxxxx’x Rating and the
S&P Rating shall be at least equal to Baa3 and BBB- respectively;
(iv) the Borrower shall not previously have reduced the Revolving Credit Commitments
under Section 2.05; and
(v) after giving effect to any such increase the aggregate amount of the Revolving
Credit Commitments shall not exceed $300,000,000.
SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a
Defaulting Lender:
(a) fees shall cease to accrue on the Revolving Credit Commitment of such Defaulting Lender
pursuant to Section 2.04(a);
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(b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender
shall not be included in determining whether the Majority Lenders have taken or may
take any action hereunder (including any consent to any amendment, waiver or other
modification pursuant to Section 8.01); provided, that this clause (b) shall not apply to
the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring
the consent of such Lender or each Lender affected thereby;
(c) if any Letter of Credit Exposure exists at the time such Lender becomes a Defaulting
Lender then:
(i) all or any part of the Letter of Credit Exposure of such Defaulting Lender shall be
reallocated among the non-Defaulting Lenders in accordance with their respective Ratable
Shares but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit
Exposures plus such Defaulting Lender’s Letter of Credit Exposure does not exceed the total
of all non-Defaulting Lenders’ Revolving Credit Commitments;
(ii) if the reallocation described in clause (i) above cannot, or can only partially,
be effected, the Borrower shall within one (1) Business Day following notice by the
Administrative Agent cash collateralize for the benefit of the Issuing Bank only the
Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above) in accordance
with the procedures set forth in Section 6.02 for so long as such Letter of Credit Exposure
is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s
Letter of Credit Exposure pursuant to clause (ii) above, the Borrower shall not be required
to pay any fees to such Defaulting Lender pursuant to Section 2.04(b) with respect to such
Defaulting Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s
Letter of Credit Exposure is cash collateralized;
(iv) if the Letter of Credit Exposure of the non-Defaulting Lenders is reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section
2.04(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Shares;
and
(v) if all or any portion of such Defaulting Lender’s Letter of Credit Exposure is
neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then,
without prejudice to any rights or remedies of the Issuing Bank or any other Lender
hereunder, all facility fees that otherwise would have been payable to such Defaulting
Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Credit
Commitment that was utilized by such Letter of Credit Exposure) and letter of credit fees
payable under Section 2.04(b) with respect to such Defaulting Lender’s Letter of Credit
Exposure shall be payable to the Issuing Bank until and to the extent that such Letter of
Credit Exposure is reallocated and/or cash collateralized; and
(d) so long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to
issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and
the Defaulting Lender’s then outstanding Letter of Credit Exposure will be 100% covered by the
Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided
by the Borrower in accordance with Section 2.20(c), and participating interests in any such newly
issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner
consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).
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If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the
date hereof and for so long as such event shall continue or (ii) the Issuing Bank has a good faith
belief
that any Lender has defaulted in fulfilling its obligations under one or more other agreements
in which such Lender commits to extend credit, the Issuing Bank shall not be required to issue,
amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into
arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank, as the case may
be, to defease any risk to it in respect of such Lender hereunder.
In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that
a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted to reflect the
inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase
at par such of the Advances of the other Lenders as the Administrative Agent shall determine may be
necessary in order for such Lender to hold such Advances in accordance with its Ratable Share.
ARTICLE 3
CONDITIONS OF LENDING
SECTION 3.01. Conditions Precedent to Initial Borrowing. This Agreement and the obligation of each Lender to make an Advance on the occasion of the
initial Borrowing and the obligations of the Issuing Bank to issue Letters of Credit hereunder
shall not become effective until the date on which the Administrative Agent shall have received
executed counterparts of this Agreement by each of the parties hereto and each of the following,
each (unless otherwise specified below) dated the Closing Date, in form and substance satisfactory
to the Administrative Agent and (except for the items in clauses (a), (b) and (c)) in sufficient
copies for each Lender:
(a) Certified copies of (x) the certificate of incorporation and by-laws of the Borrower, (y)
the resolutions of the Board of Directors of the Borrower authorizing the making and performance by
the Borrower of this Agreement and the transactions contemplated hereby, and (z) documents
evidencing all other necessary corporate action and governmental approvals, if any, with respect to
this Agreement.
(b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the
names and true signatures of the officers of the Borrower authorized to sign this Agreement and the
other documents to be delivered hereunder.
(c) A certificate from the Secretary of State of the State of Delaware dated a date reasonably
close to the Closing Date as to the good standing of and certificate of incorporation filed by the
Borrower.
(d) A favorable opinion of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Borrower,
substantially in the form of Exhibit C hereto.
(e) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or
Event of Default as of the date thereof has occurred and is continuing, and (ii) the
representations and warranties contained in Section 4.01 are true and correct on and as of the date
thereof as if made on and as of such date.
(f) Evidence that all principal, interest and other amounts owing by the Borrower under or in
respect of the Existing Credit Agreement shall have been (or shall simultaneously be) paid in
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full
and all commitments to extend credit thereunder shall have been terminated, in each case in a
manner satisfactory to the Administrative Agent.
(g) Notes, payable to the order of the respective Lenders that have requested the same prior
to the Closing Date, duly completed and executed.
(h) Such other documents relating to this Agreement and the transactions contemplated hereby
as the Administrative Agent may reasonably request and as further described in the list of closing
documents attached as Exhibit E.
Furthermore, the Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and
such notice shall be conclusive and binding.
SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing
(including without limitation the initial Borrowing) and the obligation of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit shall be subject to the further conditions
precedent that on the date of such Borrowing (or issuance, amendment, renewal or extension of a
Letter of Credit, as applicable) the following statements shall be true (and each of the giving of
the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on the date of such
Borrowing such statements are true):
(a) the representations and warranties contained in Section 4.01 (excluding, in the case of
any Borrowing or Letter of Credit after the initial Borrowing or Letter of Credit, respectively,
the Excluded Representations) are true and correct in all material respects on and as of the date
of such Borrowing, before and after giving effect to such Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an
earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date); and
(b) No Default or Event of Default has occurred and is continuing, or would result from such
Borrowing (or the issuance, amendment, renewal or extension of such Letter of Credit, as
applicable) or from the application of the proceeds thereof.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:
(a) The Borrower and each of its Material Subsidiaries (i) is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, (ii) is duly qualified and
in good standing in each other jurisdiction in which it owns or leases property or in which the
conduct of its business requires it to so qualify or be licensed and where, in each case, failure
so to qualify and be in good standing could have a Material Adverse Effect and (iii) has all
requisite power and authority to own or lease and operate its Property and to carry on its business
as now conducted and as proposed to be conducted.
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(b) The making and performance by the Borrower of this Agreement are within the Borrower’s
corporate powers, have been duly authorized by all necessary corporate action, and do not
violate (i) any provision of the Borrower’s certificate of incorporation or by-laws, (ii) any
agreement, indenture or other contractual restriction binding on the Borrower, (iii) any law, rule
or regulation (including, without limitation, the Securities Act of 1933 and the Exchange Act and
the regulations thereunder, and Regulations T, U or X), or (iv) any order, writ, judgment,
injunction, decree, determination or award binding on the Borrower. The Borrower is not in
violation of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any contractual restriction binding upon it, except for such
violation or breach which would not have a Material Adverse Effect.
(c) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required (other than those which have been obtained) for the making and
performance by the Borrower of this Agreement or for the legality, validity, binding effect or
enforceability thereof.
(d) This Agreement constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
the rights of creditors generally and except as the enforceability of this Agreement is subject to
the application of general principles of equity (regardless of whether considered in a proceeding
in equity or at law), including, without limitation, (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality,
reasonableness, good faith and fair dealing.
(e) (i) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
at January 2, 2011, and the related consolidated statements of operations, cash flows and changes
in stockholders’ equity for the fiscal year ended on such date, audited by PricewaterhouseCoopers
LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all
material respects and present fairly the consolidated financial condition of the Borrower and its
Consolidated Subsidiaries as of such date, and the consolidated results of their operations, cash
flows and changes in stockholders’ equity for the fiscal year then ended.
(ii) All such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP for the periods involved.
(iii) of the date hereof, neither the Borrower nor any of its Consolidated Subsidiaries
has any material Contingent Obligation or liability for taxes, long-term lease or unusual
forward or long-term commitment which is not reflected herein or in the schedules and
exhibits hereto or in the foregoing financial statements or in the notes thereto.
(f) Since January 2, 2011, no Material Adverse Change has occurred.
(g) Except as disclosed in Schedule III, no litigation, investigation or proceeding of
or before any court or Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Material Subsidiaries or against any of its or
their respective Property or revenues (i) with respect to this Agreement or the Notes or any of the
transactions contemplated hereby or (ii) which, in the reasonable judgment of the Borrower, would
have a Material Adverse Effect.
(h) The Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock, and no proceeds of any Advance will be used for the purpose,
34
whether immediate, incidental or ultimate, of buying or carrying Margin Stock, or for any purpose
that violates or would be inconsistent with the provisions of Regulations T, U and X.
(i) The Borrower is not an “investment company”, or a Person “controlled by” an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended.
(j) All information that has been made available by the Borrower or any of its representatives
to the Administrative Agent or any Lender in connection with the negotiation of this Agreement was,
on or as of the dates on which such information was made available, complete and correct in all
material respects and did not contain any untrue statement of a material fact or omit to state a
fact necessary to make the statements contained therein not misleading in light of the time and
circumstances under which such statements were made.
(k) A copy of the most recent Annual Report (5500 Series Form), including all attachments
thereto, filed with the Internal Revenue Service for each Plan, has been provided to the
Administrative Agent and fairly presents the funding status of each Plan as of the date of each
such Annual Report. There has been no deterioration in any single Plan’s funding status, or,
collectively, all of the Plan’s funding status since the date of such Annual Report that could
reasonably be expected to have a Material Adverse Effect. The Borrower has provided the
Administrative Agent with a list of all Plans and Multiemployer Plans and all available information
with respect to direct, indirect, or potential withdrawal liability to any Multiemployer Plan of
the Borrower or any member of a Controlled Group.
(l) The Borrower and each of its Material Subsidiaries is in compliance with all laws,
statutes, rules, regulations and orders binding on or applicable to the Borrower or such Material
Subsidiary (including, without limitation, ERISA and all Environmental Laws) and all of their
respective Property, subject to the possible implications of the litigation and proceedings
described in Schedule III and except to the extent failure to so comply could not (either
individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
(m) Each of the Borrower and its Subsidiaries has filed or caused to be filed all tax returns
which to the knowledge of the Borrower are required to be filed and has paid all taxes shown to be
due and payable on said returns or on any assessments made against it or any of its Property and
all other taxes, duties, levies, imposts, deductions, assessments, fees or other charges or
withholdings imposed on it or any of its Property by any Governmental Authority (other than those
the amount or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Subsidiaries, as the case may be, or those the failure to pay which,
in the aggregate, would not have a Material Adverse Effect); and (i) no tax liens have been filed
and (ii) to the knowledge of the Borrower, no claims are being asserted with respect to any such
taxes, fees or other charges, which, either individually or in the aggregate, are in excess of
$1,000,000, other than as disclosed in Schedule III.
(n) Schedule IV contains an accurate list of all of the presently existing
Subsidiaries and Material Subsidiaries, setting forth their respective jurisdictions of
incorporation and the percentage of their respective outstanding capital stock or other equity
interests owned by the Borrower or other Subsidiaries and all of the issued and outstanding shares
of capital stock or other equity interests of the Subsidiaries have been duly authorized and issued
and are fully paid and non-assessable.
(o) The agreements identified on Schedule V (the “Material Agreements”) are
all of the material business contracts (other than purchase and sales agreements and credit
agreements) to which the Borrower or any Material Subsidiary is a party; each Material Agreement is
in full force and effect;
35
and the Borrower and its Material Subsidiaries are in material compliance
with the terms and provisions applicable to them contained in the Material Agreements.
ARTICLE 5
COVENANTS OF THE BORROWER
SECTION 5.01. Covenants. So long as any Commitment shall remain in effect and until payment in full of all amounts
payable by the Borrower hereunder, unless the Majority Lenders shall otherwise consent in writing:
(a) Financial Statements. The Borrower will furnish to each Lender:
(i) as soon as available, but in any event within ninety (90) days after the end of
each fiscal year of the Borrower, copies of the consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such year and of the related consolidated
statements of operations, cash flows and changes in stockholders’ equity for such year,
setting forth in each case in comparative form the figures for the previous year, certified
without qualification arising out of the scope of the audit, by independent certified public
accountants of nationally recognized standing;
(ii) as soon as available, but in any event not later than forty-five (45) days after
the end of each of the first three quarterly periods of each fiscal year of the Borrower,
copies of the unaudited consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter and of the related unaudited consolidated
statements of operations, cash flows and changes in stockholders’ equity of the Borrower and
its Consolidated Subsidiaries for such quarterly period and the portion of the fiscal year
through such date, setting forth in each case in comparative form figures for the previous
year, certified by a Responsible Officer (subject to normal year-end audit adjustments);
(iii) concurrently with the delivery of the financial statements referred to in clauses
(i) and (ii) above, a Compliance Certificate;
(iv) promptly upon the filing thereof, copies of all registration statements and
annual, quarterly or other regular reports which the Borrower files with the Securities and
Exchange Commission; and
(v) such other information relating to the Borrower and its Subsidiaries as the
Administrative Agent or any Lender may from time to time reasonably request.
Documents required to be delivered pursuant to clauses (i) and (ii) of this Section 5.01(a) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date on
which such documents are filed for public availability on the Securities and Exchange Commission’s
Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify
(which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the compliance certificates required by
clause (iii) of this Section 5.01(a) to the Administrative Agent
36
All such financial statements shall be complete and correct in all material respects and shall be
prepared in reasonable detail and in accordance with GAAP applied consistently throughout the
periods reflected therein (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
(b) Use of Proceeds. The Borrower will, and will cause each Subsidiary to, use the
proceeds of the Advances solely for its general corporate purposes; provided that neither
the Administrative Agent nor any Lender shall have any responsibility as to the use of any such
proceeds.
(c) Certain Notices.
(1) The Borrower will give notice in writing to the Administrative Agent and the Lenders of
(i) the occurrence of any Default or Event of Default and (ii) any change in the rating of the
long-term senior unsecured non-credit-enhanced debt obligations of the Borrower by Xxxxx’x S&P or
Fitch, each such notice to be given promptly and in any event within five (5) days after occurrence
thereof.
(2) Promptly after the Borrower, any member of a Controlled Group or any administrator of a
Plan:
(i) receives the notification referred to in clauses (i), (iv) or (vii) of Section
6.01(h),
(ii) has knowledge of (A) the occurrence of a Reportable Event with respect to a Plan;
(B) any event which has occurred or any action which has been taken to amend or terminate a
Plan as referred to in clauses (ii) and (vi) of Section 6.01(h); (C) any event which has
occurred or any action which has been taken which could result in complete withdrawal,
partial withdrawal, or secondary liability for withdrawal liability payments with respect to
a Multiemployer Plan as referred to in clause (vii) of Section 6.01(h); or (D) any action
which has been taken in furtherance of, any agreement which has been entered into for, or
any petition which has been filed with a United States district court for, the appointment
of a trustee for a Plan as referred to in clause (iii) of Section 6.01(h), or
(iii) files a notice of intent to terminate a Plan with the Internal Revenue Service or
the PBGC; or files with the Internal Revenue Service a request pursuant to Section 412(d) of
the Code for a variance from the minimum funding standard for a Plan; or files a return with
the Internal Revenue Service with respect to the tax imposed under Section 4971(a) of the
Code for failure to meet the minimum funding standards established under Section 412 of the
Code for a Plan,
the Borrower will furnish to the Administrative Agent a copy of any notice received, request or
petition filed and agreement entered into; the most recent Annual Report (Form 5500 Series) and
attachments thereto for the Plan; the most recent actuarial report for the Plan; any notice, return
or materials required to be filed with the Internal Revenue Service in connection with the event,
action or filing; and a written statement of a Responsible Officer describing the event or the
action taken and the reasons therefor.
(d) Conduct of Business. The Borrower will, and will cause each Material Subsidiary
to, do all things necessary (if applicable) to remain duly incorporated, validly existing and in
good standing as a domestic corporation in its jurisdiction of incorporation and maintain all
requisite authority to conduct its business in each jurisdiction in which its business is conducted
except where such failure to remain in good standing or to maintain such authority may not
reasonably be expected to have a Material Adverse Effect. The Borrower will continue to engage in
its business substantially as conducted
37
on the Closing Date, and, except where such failure may not
reasonably be expected to have a Material Adverse Effect, will cause its Subsidiaries to continue
to engage in their business substantially as conducted on the Closing Date.
(e) Taxes. The Borrower will, and will cause each Subsidiary to, pay when due all
material taxes, duties, imposts, deductions, assessments, fees and governmental charges,
withholdings and levies upon it or its income, profits or Property, except those which are being
contested in good faith by appropriate proceedings and with respect to which adequate reserves have
been set aside.
(f) Insurance. The Borrower will, and will cause each Material Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on all or substantially
all of its Property, in such amounts and covering such risks as is consistent with sound business
practice for Persons in substantially the same industry as the Borrower or such Subsidiary, and the
Borrower will furnish to any Lender upon request full information as to the insurance carried.
(g) Compliance with Laws. The Borrower will, and will cause each Subsidiary to,
comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards
to which it may be subject (including ERISA and applicable Environmental Laws), except where the
failure to so comply could not reasonably be expected to have a Material Adverse Effect.
(h) Maintenance of Properties. The Borrower will, and will cause each Material
Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good
repair, working order and condition, and make all necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be properly conducted at
all times, except where the failure to so maintain, preserve, protect and repair could not
reasonably be expected to have a Material Adverse Effect.
(i) Inspection. The Borrower will, and will cause each Subsidiary to, permit the
Administrative Agent and the Lenders (coordinated through the Administrative Agent), at their sole
cost and expense (except that if an Event of Default has occurred and is continuing, the Borrower
will indemnify the Administrative Agent and the Lenders against such cost and expense), to inspect
any of the Property, corporate books and financial records of the Borrower and such Subsidiary, to
examine and make copies of the books of account and other financial records of the Borrower and
each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each
Subsidiary with, and to be advised as to the same by, their respective officers upon reasonable
notice and at such reasonable times during the Borrower’s normal business hours and intervals as
the Lenders may designate.
(j) Merger. The Borrower will not, and will not permit any Material Subsidiary to,
merge or consolidate with or into any other Person, except that (a) a Material Subsidiary may merge
into the Borrower or another Material Subsidiary and (b) the Borrower or any Material Subsidiary
may merge or consolidate with any other Person, provided that (1) in the case of such a
merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving
corporation and (2) in the case of such a merger or consolidation involving a Material Subsidiary,
a Material Subsidiary shall be the continuing or surviving corporation, provided
further that nothing herein shall be deemed to prohibit a merger or consolidation by a
Subsidiary with or into another Person (other than the Borrower) in connection with an exchange of
bottling territories permitted under Sections 5.01(m)(ix) and 5.01(n)(vii), and provided
further that in each case, prior to and after giving effect to any such merger or
consolidation, no Default or Event of Default shall exist.
(k) Preservation of Material Agreements. Except in connection with dispositions of
assets or other transactions permitted by this Agreement, the Borrower will, and will cause its
38
Subsidiaries to, use commercially reasonable efforts to maintain in full force and effect all
material agreements necessary for the conduct of the Borrower’s business, except where such failure
to so use such commercially reasonable efforts could not reasonably be expected to have a Material
Adverse Effect.
(l) Liens. The Borrower will not, and will not permit any Subsidiary to, create,
incur, or suffer to exist any Lien in or on the Property of the Borrower or any of its
Subsidiaries, whether now owned or hereafter acquired, except:
(i) the existing Liens listed in Schedule II hereto and other Liens existing on
the Closing Date securing an obligation in an amount, in the case of each such obligation,
of less than $5,000,000 (and extension, renewal and replacement Liens upon the same Property
previously subject to such an existing Lien, provided the amount secured by each
Lien constituting such an extension, renewal or replacement Lien shall not exceed the amount
secured by the Lien previously existing);
(ii) Liens arising from taxes, assessments, or claims described in Section 5.01(o)
hereof that are not yet due or that remain payable without penalty or to the extent
permitted to remain unpaid under the proviso to such Section 5.01(o);
(iii) deposits or pledges to secure worker’s compensation, unemployment insurance, old
age benefits or other social security obligations, or in connection with or to secure the
performance of bids, tenders, trade contracts or leases, or to secure statutory obligations,
or stay, surety or appeal bonds, or other pledges or deposits of like nature and all in the
ordinary course of business;
(iv) Liens on Property securing all or part of the purchase price thereof (including
without limitation Liens in respect of leases of personal or real Property) and Liens
(whether or not assumed) existing in Property at the time of purchase thereof by the
Borrower or a Subsidiary, as the case may be (and extension, renewal and replacement Liens
upon the same property previously subject to a Lien described in this clause (iv),
provided the amount secured by each Lien constituting such extension, renewal or
replacement shall not exceed the amount secured by the Lien previously existing),
provided that each such Lien is confined solely to the Property so purchased,
improvements thereto and proceeds thereof;
(v) Liens resulting from progress payments or partial payments under United States
Government contracts or subcontracts thereunder;
(vi) Liens arising from legal proceedings, so long as such proceedings are being
contested in good faith by appropriate proceedings diligently conducted and execution is
stayed on all judgments resulting from any such proceedings;
(vii) zoning restrictions, easements, minor restrictions on the use of real property,
minor irregularities in title thereto and other minor Liens that do not in the aggregate
materially detract from the value of a Property to, or materially impair its use in the
business of, the Borrower or such Subsidiary; and
(viii) other Liens securing Indebtedness in an aggregate amount, as to all Liens under
this clause (viii), not exceeding $50,000,000 at any time outstanding.
39
(m) Investments. The Borrower will not, and will not permit any Subsidiary to, at any
time purchase, acquire or own any stock, bonds, notes or other securities of, or any partnership or
other interest in, or make any capital contribution to, any other Person (any of the foregoing
being referred to in this clause (m) as an “investment”), except:
(i) investments, in addition to those otherwise permitted hereunder, listed on
Schedule VI;
(ii) investments in Subsidiaries (subject to Section 5.01(m)(xii)) and investments in
any cooperative providing bottling, canning or other productive goods or services to the
Borrower or any Subsidiary;
(iii) investments in obligations backed by the full faith and credit of the United
States of America;
(iv) investments in certificates of deposit issued (i) by any of the Lenders, or (ii)
by any bank or by United States or Canadian commercial banks having shareholders’ equity of
at least $500,000,000 and whose long term obligations are rated “AA” or “Aa” by Standard &
Poor’s or Xxxxx’x, respectively;
(v) investments in commercial paper or corporate promissory notes maturing, or which
may be redeemed by the holder, not more than six months after the date of acquisition and
rated “A-1” by Standard & Poor’s Corporation or “P-1” by Xxxxx’x;
(vi) investments in repurchase agreements held in safekeeping at substantial
repositories and secured by investments of the kind listed in clauses (iii), (iv) and (v)
above;
(vii) investments in time deposits denominated in Dollars in commercial banks
(including branch offices of United States banks) located in Western Europe and having
shareholders’ equity of at least $500,000,000;
(viii) investments in assets, franchises and businesses after the Closing Date, the
result of which does not cause the Borrower to violate any term of this Section 5.01, and as
to which in the case of each such investment, the chief financial officer of the Borrower
shall have sent to each Lender a certificate certifying that the acquisition is permitted
hereunder including this clause (m), and in the event that the purchase price of any soft
drink bottling assets, franchises and business acquired singly or as a group exceeds
$50,000,000 shall have sent to each Lender a copy of audited and/or unaudited financial
statements for the most recently completed fiscal year and interim period relating to the
assets, franchises and businesses acquired;
(ix) investments in Persons, assets, franchises and businesses after the Closing Date
in connection with an exchange of bottling territories; provided that on a pro forma
basis after giving effect to each such investment (including without limitation giving
effect to Acquisition Cash Flow for the relevant period) and the related disposition of
bottling territories by the Borrower or its Subsidiaries, the Borrower remains in compliance
with the covenants set forth in Sections 5.01(q) and (r);
(x) investments in wholly-owned Subsidiaries formed for the purpose of making
investments permitted hereunder;
40
(xi) other investments not exceeding $5,000,000 in the aggregate at any time for the
Borrower and all Subsidiaries; and
(xii) investments in Consolidated Subsidiaries created or acquired after the Closing
Date up to but not exceeding $50,000,000 in any fiscal year of the Borrower;
provided that anything herein to the contrary notwithstanding, the Borrower will not, and
will not permit its Subsidiaries to, acquire controlling interests in any Person or Persons whose
principal business is outside the beverage industry if the aggregate consideration paid in respect
of all such acquisitions after the Closing Date would exceed $125,000,000.
(n) Asset Dispositions. The Borrower will not, and will not permit any Subsidiary to,
sell, convey, assign, abandon or otherwise transfer or dispose of, voluntarily or involuntarily
(any of the foregoing being referred to in this clause (n) as a “transaction” and any
series of related transactions constituting but a single transaction), any of its Property,
tangible or intangible, except:
(i) transactions (including sales of trucks, vending machines and other equipment) in
the ordinary course of business;
(ii) transactions between Consolidated Subsidiaries or between the Borrower and
Consolidated Subsidiaries;
(iii) any sale of real property not used in the current operations of the Borrower,
provided that the aggregate proceeds of sales pursuant to this clause (iii) shall
not exceed $25,000,000 in any fiscal year of the Borrower;
(iv) other sales, conveyances, assignments or other transfers or dispositions in
immediate exchange for cash or tangible assets, subject to prior approval in each case by
the Majority Lenders;
(v) other sales, conveyances, assignments or other transfers or dispositions during any
fiscal year of the Borrower that do not exceed an aggregate of seven and one half percent
(7.5%) of Consolidated Total Assets of the Borrower (determined at the time of making such
sale, conveyance, assignment or other transfer or disposition by reference to the Borrower’s
financial statements most recently delivered pursuant to Section 5.01(a)(i) or (ii));
(vi) the sale for cash of any and all accounts receivable in a face amount not to
exceed $50,000,000;
(vii) dispositions of Persons, assets, franchises and businesses after the Closing Date
in connection with an exchange of bottling territories; provided that on a pro forma
basis after giving effect to any such disposition and the related acquisition of bottling
territories by the Borrower or its Subsidiaries, the Borrower remains in compliance with the
covenants set forth in Sections 5.01(q) and (r); and
(viii) transfers or dispositions for cash, other than as provided by clauses (i)
through (vii) above, if on the date of the consummation thereof, if such date is prior to
the Commitment Termination Date, the Revolving Credit Commitments are permanently reduced on
such date by the amount equal to the cash proceeds of such transfers or dispositions less
the amount of transaction costs and income taxes incurred by the Borrower or one of its
Subsidiaries in connection with such transfer or disposition.
41
(o) Payment of Claims. The Borrower will, and will cause each Subsidiary to, pay or
discharge any of the following described taxes, assessments, charges, levies, claims and
liabilities which are material to the Borrower and its Subsidiaries when taken as a whole:
(i) on or prior to the date on which penalties attach thereto, all taxes, assessments
and other governmental charges or levies imposed upon it or any of its Property or income;
(ii) on or prior to the date when due, all lawful claims of materialmen, mechanics,
carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in
the creation of a Lien upon any such Property; and
(iii) on or prior to the date when due, all other lawful claims which, if unpaid, might
result in the creation of a Lien upon any such Property (other than Liens not forbidden by
Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority
over general creditors of the Borrower or such Subsidiary in a case under Title 11
(Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or
dissolution or winding-up involving the Borrower or such Subsidiary;
provided that unless and until foreclosure, distraint, levy, sale or similar proceedings
shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax,
assessment, charge, levy, claim or current liability so long as the validity thereof is contested
in good faith and by appropriate proceedings diligently conducted and so long as such reserves or
other appropriate provisions as may be required by GAAP shall have been made therefor and so long
as such failure to pay or discharge does not have a Material Adverse Effect.
(p) Subsidiary Debt. Except as disclosed in Schedule VIII, the Borrower will
not permit any Subsidiary to incur or permit to exist any Indebtedness except (i) Indebtedness to
the Borrower or another Subsidiary and (ii) other Indebtedness in an aggregate amount not exceeding
10% of Consolidated Net Worth at any time outstanding.
(q) Consolidated Cash Flow/Fixed Charges Ratio. The Borrower will not permit the
Consolidated Cash Flow/Fixed Charges Ratio, as determined quarterly as of the last day of each
fiscal quarter of the Borrower (and treating such fiscal quarter as having been completed), to be
less than 1.5 to 1.0.
(r) Consolidated Funded Indebtedness/Cash Flow Ratio. The Borrower will not permit
the Consolidated Funded Indebtedness/Cash Flow Ratio, as determined quarterly as of the last day of
each fiscal quarter of the Borrower (and treating such fiscal quarter as having been completed), to
exceed 6.0 to 1.0.
(s) Contingent Obligations. The Borrower will not, and will not permit its
Subsidiaries to, incur Contingent Obligations in respect of Indebtedness of any Person in excess of
$100,000,000 in the aggregate at any time (excluding Contingent Obligations existing on the date
hereof and disclosed in Schedule VII).
42
ARTICLE 6
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a) The Borrower shall fail to pay any principal of any Advance or any reimbursement
obligation in respect of any LC Disbursement when the same becomes due and payable; or the Borrower
shall fail to pay any interest on any Advance or any Letter of Credit fees or Facility Fee or any
other amount payable hereunder when due and such failure remains unremedied for three (3) Business
Days; or
(b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of
its officers) in any certificate delivered in connection with this Agreement shall prove to have
been incorrect in any material respect when made or deemed made; or
(c) (i) The Borrower shall fail to perform or observe any term, covenant or agreement
contained in Sections 5.01(b), (c)(1), (j), (q) or (r), (ii) the Borrower shall fail to perform or
observe the covenant contained in Section 5.01(a) and such failure remains unremedied for five (5)
Business Days or (iii) Borrower shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement on its part to be performed or observed, and such failure, in
the case of this clause (iii), remains unremedied for thirty (30) days after notice thereof shall
have been given to the Borrower by the Administrative Agent; or
(d) The Borrower or any of its Subsidiaries shall fail to pay any principal of or interest on
any other Indebtedness which is outstanding in an aggregate principal amount of at least
$25,000,000, or its equivalent in other currencies (in this clause (d) called “Material
Indebtedness”), in the aggregate when the same becomes due and payable (whether at scheduled
maturity, by required prepayment, acceleration, demand or otherwise); or any other event shall
occur or condition shall exist under any agreement or instrument relating to any Material
Indebtedness and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to accelerate, or to permit
the acceleration of, the maturity of such Material Indebtedness, or to require the same to be
prepaid or defeased (other than by a regularly required payment); or
(e) The Borrower or any of its Subsidiaries shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or
against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its Property and
such proceeding shall remain undismissed or unstayed for a period of sixty (60) days; or the
Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions
set forth above in this subsection (e); or
(f) (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition
with respect to it or its debts under any such law, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other
43
similar official for it or for all or any substantial part of its Property, or the Borrower or
any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or
other action of a nature referred to in clause (i) above which (A) results in the entry of an order
for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of ninety (90) days; or (iii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its
Property which results in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry
thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above;
(g) A Change in Control shall occur; or
(h) The Majority Lenders shall determine in good faith (which determination shall be
conclusive) that the potential liabilities associated with the events set forth in clauses (i)
through (vii) below, individually or in the aggregate, could have a Material Adverse Effect:
(i) The PBGC notifies a Plan pursuant to Section 4042 of ERISA by service of a
complaint, threat of filing a law suit or otherwise of its determination that an event
described in Section 4042(a) of ERISA has occurred, a Plan should be terminated or a trustee
should be appointed for a Plan; or
(ii) Any action is taken to terminate a Plan pursuant to its provisions or the plan
administrator files with the PBGC a notice of intent to terminate a Plan in accordance with
Section 4041 of ERISA; or
(iii) Any action is taken by a plan administrator to have a trustee appointed for a
Plan pursuant to Section 4042 of ERISA; or
(iv) A return is filed with the Internal Revenue Service, or a Plan is notified by the
Secretary of the Treasury that a notice of deficiency under Section 6212 of the Code has
been mailed, with respect to the tax imposed under Section 4971(a) of the Code for failure
to meet the minimum funding standards established under Section 412 of the Code; or
(v) A Reportable Event occurs with respect to a Plan; or
(vi) Any action is taken to amend a Plan to become an employee benefit plan described
in Section 4021(b)(1) of ERISA, causing a Plan termination under Section 4041(e) of ERISA;
or
(vii) The Borrower or any member of a Controlled Group receives a notice of liability
or demand for payment on account of complete withdrawal under Section 4203 of ERISA, partial
withdrawal under Section 4205 of ERISA or on account of becoming secondarily liable for
withdrawal liability payments under Section 4204 of ERISA (sale of assets); or
(i) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or
otherwise discharge any judgment or order for the payment of money, either singly or in the
aggregate, in excess of $25,000,000, which is not stayed on appeal or otherwise being appropriately
contested in good faith;
44
then, and in any such event, the Administrative Agent (i) shall at the request, or may with the
consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender
to make Advances (other than Advances by the Issuing Bank or a Lender pursuant to Section 2.03(d))
and of the Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority
Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all
such interest and all such other amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower; provided, however, that in the event of an Event of Default
with respect to the Borrower of the kind referred to in clause (e) or (f) above (A) the obligation
of each Lender to make Advances (other than Advances by the Issuing Bank or a Lender pursuant to
Section 2.03(d)) and of the Issuing Bank to issue Letters of Credit shall automatically be
terminated and (B) the Advances, all such interest and all such other amounts shall automatically
become and be due and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by the Borrower.
SECTION 6.02. Actions in Respect of Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may
with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is
taking any of the actions described in Section 6.01 or otherwise, make demand upon the Borrower to,
and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of
the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for
deposit in the XX Xxxx Collateral Account, an amount equal to 103% of the aggregate Available
Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of
the outstanding Letters of Credit as shall be acceptable to the Majority Lenders. If at any time
the Administrative Agent determines that any funds held in the XX Xxxx Collateral Account are
subject to any right or claim of any Person other than the Administrative Agent and the Lenders or
that the total amount of such funds is less than the aggregate Available Amount of all Letters of
Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the XX Xxxx Collateral
Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total
amount of funds, if any, then held in the XX Xxxx Collateral Account that the Administrative Agent
determines to be free and clear of any such right and claim. Upon the drawing of any Letter of
Credit, to the extent funds are on deposit in the XX Xxxx Collateral Account, such funds shall be
applied to reimburse the Issuing Bank to the extent permitted by applicable law. After all such
Letters of Credit shall have expired or been fully drawn upon and all other obligations of the
Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such
XX Xxxx Collateral Account shall be returned to the Borrower.
ARTICLE 7
THE ADMINISTRATIVE AGENT
SECTION 7.01. Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of the Advances), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Lenders, and such instructions shall be binding upon all
Lenders; provided, however, that the Administrative Agent shall not be required to
take any action which exposes the Administrative Agent to personal liability or which is contrary
to this Agreement or
45
applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each
notice given to it by the Borrower pursuant to the terms of this Agreement.
SECTION 7.02. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be liable to the Lenders for any action taken or omitted to be taken by it or them under or in
connection with this Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult
with legal counsel (including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable to the Lenders for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender
for any statements, warranties or representations (whether written or oral) made in or in
connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this Agreement on the
part of the Borrower or to inspect the property (including the books and records) of the Borrower
or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (v) shall incur no liability to the Lenders
under or in respect of this Agreement by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram, cable, telex or other electronic
communication) believed by it to be genuine and signed or sent by the proper party or parties; (vi)
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing; (vii) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers expressly contemplated by
the Loan Documents that the Administrative Agent is required to exercise in writing as directed by
the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 8.01); and (vii) shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the Borrower or any of
its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity.
SECTION 7.03. JPMorgan and Affiliates. With respect to its Revolving Credit Commitment and the Advances made by it, JPMorgan shall
have the same rights and powers under this Agreement as any other Lender and may exercise the same
as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated, include JPMorgan in its individual capacity. JPMorgan and its
Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and
generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person
who may do business with or own securities of the Borrower or any such Subsidiary, all as if
JPMorgan were not the Administrative Agent and without any duty to account therefor to the Lenders.
SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this Agreement.
SECTION 7.05. Indemnification. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by
the Borrower), ratably according to the respective amounts of their Revolving Credit Commitments,
from and against any and all liabilities, obligations, losses, damages,
46
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in
any way relating to or arising out of this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement, provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements found in a final-non-appealable judgment by a court of competent
jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful
misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel
fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the
Borrower.
SECTION 7.06. Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the
Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to
appoint a successor Administrative Agent that, unless a Default or Event of Default shall have
occurred and then be continuing, is reasonably acceptable to the Borrower. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted
such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of
notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws
of the United States of America or of any State thereof and having total assets of at least
$1,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
under this Agreement. After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Article 7 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this Agreement.
SECTION 7.07. Arrangers. Each Arranger, in its capacity as such, shall have no obligation or responsibility
hereunder and shall not become liable in any manner hereunder to any party hereto.
ARTICLE 8
MISCELLANEOUS
SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any
departure by the Borrower therefrom, shall be effective unless the same shall be in writing and
signed by the Borrower and the Majority Lenders, or by the Borrower and the Administrative Agent on
behalf of the Majority Lenders; provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by the Lenders required by the following or by the
Administrative Agent with the consent of such Lenders, do any of the following: (a) increase or
extend the Revolving Credit Commitment of any Lender without the consent of such Lender, (b) reduce
the principal of, or interest on, the Advances or any fees (other than the Administrative Agent’s
fee referred to in Section 2.04(c)) or other amounts payable hereunder or under the other Loan
Documents to any Lender without the consent of such Lender, (c) postpone any date fixed for any
payment of principal of, or interest on, the Advances or any fees (other than the Administrative
Agent’s fee referred to in Section 2.04(c)) or other amounts payable hereunder in each case payable
to a Lender without the consent of such Lender, (d) change the second sentence of Section 2.14(a)
without the consent of each Lender,
47
(e) change
the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount
of the Advances which shall be required for the Lenders or any of them to take any action hereunder
without the consent of each Lender or (f) amend this Section 8.01 without the consent of each
Lender; provided further that no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent or the Issuing Bank in addition to the Lenders
required above to take such action, affect the rights or duties of the Administrative Agent or the
Issuing Bank, as applicable, under this Agreement. This Agreement and the agreement referred to in
Section 2.04(c) and the Notes constitute the entire agreement of the parties with respect to the
subject matter hereof and thereof. Notwithstanding the foregoing, this Agreement and any other
Loan Document may be amended (or amended and restated) with the written consent of the Majority
Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities to this
Agreement and to permit extensions of credit from time to time outstanding thereunder and the
accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Advances and the accrued interest and fees in respect thereof and
(y) to include appropriately the Lenders holding such credit facilities in any determination of the
Majority Lenders and Lenders. Notwithstanding anything to the contrary herein the Administrative
Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any
of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.
SECTION 8.02. Notices, Etc.
(a) Subject to clauses (b) through (e) below, all notices and other communications provided
for hereunder shall be in writing (including telecopier) and mailed, telecopied or delivered by
hand:
|
(i) |
|
if to the Borrower: |
|
|
|
|
Coca-Cola Bottling Co. Consolidated
0000 Xxxx-Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Vice President & Treasurer |
|
|
|
|
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000 |
|
|
(ii) |
|
if to the Administrative Agent or to JPMorgan as Issuing Bank: |
|
|
|
|
JPMorgan Chase Bank, N.A.
00 Xxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx
Attention: Xxxxxx Xxxxxxxxxx |
|
|
|
|
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000 |
(iii) if to any Lender, at the Domestic Lending Office of such Lender; or, as to the
Borrower or the Administrative Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Borrower and the
Administrative Agent. All such notices and communications shall be deemed to have been duly
given or made (i) in the case of hand deliveries, when delivered by hand, (ii) in the case
of mailed notices, three
48
(3) Business Days after being deposited in the mail, postage
prepaid, and (iii) in the case of
telecopier notice, when transmitted and confirmed during normal business hours (or, if
delivered after the close of normal business hours, at the beginning of business hours on
the next Business Day), except that notices and communications to the Administrative Agent
pursuant to Article 2 or 7 shall not be effective until received by the Administrative
Agent.
(b) The Administrative Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular
notices or communications.
(c) The Borrower agrees that the Administrative Agent may make the Communications available to
the Lenders by posting the Communications on Intralinks or a substantially similar electronic
transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY
LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE
ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT
THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
(d) Each Lender agrees that notice to it (as provided in the next sentence) specifying that
any Communications have been posted to the Platform shall constitute effective delivery of such
Communications to such Lender for purposes hereof. Each Lender agrees (i) to provide to the
Administrative Agent in writing (including by electronic communication), promptly after the date of
this Agreement, an e-mail address to which the foregoing notice may be sent by electronic
transmission and (ii) that the foregoing notice may be sent to such e-mail address.
(e) Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give
any notice or other communication pursuant hereto in any other manner specified herein.
SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay
in exercising, and no course of dealing with respect to, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
49
SECTION 8.04. Costs, Expenses and Indemnification.
(a) The Borrower agrees to pay and reimburse on demand (i) all reasonable costs and expenses
of the Administrative Agent and each Arranger in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement and the other documents to
be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto and with respect to advising
the Administrative Agent as to its rights and responsibilities under this Agreement, (ii) (iii) all
costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all costs and
expenses, if any (including, without limitation, reasonable counsel fees and expenses of the
Administrative Agent, the Issuing Bank and each of the Lenders), incurred by the Administrative
Agent, the Issuing Bank or any Lender in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder, including, without limitation, reasonable counsel fees and expenses in
connection with the enforcement of rights under this Section 8.04(a). Such reasonable fees and
out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a
statement of account, regardless of whether this Agreement is executed and delivered by the parties
hereto or the transactions contemplated by this Agreement are consummated.
(b) (i) The Borrower hereby agrees to indemnify the Administrative Agent, each Arranger, the
Issuing Bank, each Lender and each of their respective Affiliates and their respective officers,
directors, employees, agents, advisors and representatives (each, an “Indemnified Party”)
from and against any and all direct claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and disbursements of counsel), joint or several, that may be
incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or relating to any investigation, litigation or proceeding or the preparation of
any defense with respect thereto arising out of or in connection with or relating to this Agreement
or the transactions contemplated hereby or thereby or any use made or proposed to be made with the
proceeds of the Advances or the Letters of Credit (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), whether or not such
investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or
creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party
thereto, and whether or not any of the conditions precedent set forth in Article 3 are satisfied or
the other transactions contemplated by this Agreement are consummated, except to the extent such
direct claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or
willful misconduct.
(ii) The Borrower hereby further agrees that (i) no Indemnified Party shall have any
liability to the Borrower for or in connection with or relating to this Agreement or the
transactions contemplated hereby or thereby or any use made or proposed to be made with the
proceeds of the Advances, except to the extent such liability is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s gross negligence or willful misconduct and (ii) the Borrower will not
assert any claim against the Administrative Agent or any Lender, any of their respective
Affiliates, or any of their respective directors, officers, employees, attorneys or agents,
on any theory of liability, for consequential, indirect, special or punitive damages arising
out of or relating to this Agreement or the actual or proposed use of any Advance.
(c) If any payment of principal of, or Conversion or Continuation of, any Eurodollar Rate
Advance of a Lender is made on a day other than the last day of an Interest Period for such Advance
50
as a result of any optional or mandatory prepayment, acceleration of the maturity of the
Advances pursuant to Section 6.01 or for any other reason, the Borrower shall pay to the
Administrative Agent for the account of such Lender any amounts required to compensate such Lender
for any additional losses, costs or expenses (other than loss of profit) which it may reasonably
incur as a result of such payment, Continuation or Conversion and the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund or maintain such Advance. A certificate
as to the amount of such losses, costs and expenses, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.
SECTION 8.05. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and each Lender and their respective successors and permitted assigns,
provided that the Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lenders.
SECTION 8.06. Assignments and Participations.
(a) Each Lender may, with notice to and the consent of the Administrative Agent and the
Issuing Bank and, unless an Event of Default shall have occurred and be continuing, the Borrower
(provided that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days
after having received notice thereof) (such consents not to be unreasonably withheld), assign to
one or more banks or other entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, its
unused Letter of Credit Commitment, the Advances owing to it and its participations in Letters of
Credit); provided that:
(i) each such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations of the assigning Lender under this Agreement,
(ii) except in the case of an assignment by a Lender to one of its Affiliates or to
another Lender, the amount of the Revolving Credit Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall in no event (unless the Borrower and the
Administrative Agent otherwise agree) be less than the lesser of (x) such Lender’s Revolving
Credit Commitment hereunder and (y) $5,000,000 or an integral multiple of $1,000,000 in
excess thereof,
(iii) each such assignment shall be to an Eligible Assignee,
(iv) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, and
(v) the parties to each such assignment (other than the Borrower) shall deliver to the
Administrative Agent a processing and recordation fee of $3,500.
Upon such execution, delivery, acceptance and recording, from and after the Closing Date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be released from its
obligations under this
51
Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto).
(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrower or the performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative
Agent, such assigning Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee;
(vi) such assignee appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.
(c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if such
Assignment and Acceptance has been completed (and the Borrower and the Administrative Agent shall
have consented to the relevant assignment) and is in substantially the form of Exhibit B
hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the Borrower.
(d) The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy
of each Assignment and Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of each of the Lenders and, with respect to Lenders, the
Revolving Credit Commitment of, and principal amount of the Advances owing to, each such Lender
from time to time (the “Register”). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for the
purposes of this Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior notice.
(e) Each Lender may sell participations to one or more Persons in or to all or a portion of
its rights and obligations under this Agreement (including, without limitation, all or a portion of
its Revolving Credit Commitment and the Advances owing to it); provided, however,
that (i) such Lender’s obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement, (iv) in any proceeding under
52
the Federal Bankruptcy Code in respect of the Borrower, such Lender shall remain and be, to
the fullest extent permitted by law, the sole representative with respect to the rights and
obligations held in the name of such Lender (whether such rights or obligations are for such
Lender’s own account or for the account of any participant), (v) no participant under any such
participation agreement shall have any right to approve any amendment or waiver of any provision of
this Agreement, or to consent to any departure by the Borrower therefrom, except to the extent that
any such amendment, waiver or consent would (x) reduce the principal of, or interest on, the Notes,
in each case to the extent the same are subject to such participation, or (y) postpone any date
fixed for the payment of principal of, or interest on, the Advances, in each case to the extent the
same are subject to such participation and (vi) each participant shall be entitled to the benefits
of, and subject to the limitations of, Sections 2.12 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment, provided that no participant shall be
entitled to the benefits of Section 2.15 unless such participant complies with Section 2.15(e) as
if it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose
as an agent of the Borrower, maintain a register on which it enters the name and address of each
participant and the principal amounts (and stated interest) of each participant’s interest in the
obligations under this Agreement (the “Participant Register”); provided that no
Lender shall have any obligation to disclose all or any portion of the Participant Register to any
Person (including the identity of any participant or any information relating to a participant’s
interest in the obligations under this Agreement) except to the extent that such disclosure is
necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary.
(f) Any Lender may, in connection with any permitted assignment or participation or proposed
assignment or participation pursuant to this Section 8.06 and subject to the provisions of Section
8.12, disclose to the assignee or participant or proposed assignee or participant any information
relating to the Borrower or any of its Subsidiaries or Affiliates furnished to such Lender by or on
behalf of the Borrower.
(g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time, without the consent of the Administrative Agent or the Borrower, create a security interest
in all or any portion of its rights under this Agreement (including, without limitation, the
Advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System.
(h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time, without the consent of the Administrative Agent or the Borrower, assign to an Affiliate of
such Lender all or any portion of its rights (but not its obligations) under this Agreement.
SECTION 8.07. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the law of the State
of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York state court sitting in New
York City for the purposes of all legal proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby. The Borrower hereby irrevocably appoints CT Corporation
System (the “Process Agent”), with an office on the date hereof at 000 0xx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful
attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its Property
service of the copies of the summons and complaint and any other process which may be served in any
such legal proceedings brought in any such court, and the Borrower agrees that the failure of the
Process Agent to give any notice of any such service of process to the Borrower shall not impair or
affect the
53
validity of such service or, to the extent permitted by applicable law, the enforcement of any
judgment based thereon. The Borrower irrevocably waives, to the fullest extent permitted by
applicable law, any objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
SECTION 8.08. Severability. In case any provision in this Agreement shall be held to be invalid, illegal or
unenforceable, such provision shall be severable from the rest of this Agreement, and the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 8.09. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Any counterpart
hereof may be executed and delivered via telecopier or other electronic transmission, and each such
counterpart so executed and delivered shall have the same force and effect as an originally
executed and delivered counterpart hereof.
SECTION 8.10. Survival. The obligations of the Borrower under Sections 2.02(b), 2.12, 2.15 and 8.04, and the
obligations of the Lenders under Section 7.05, shall survive the repayment of the Advances and the
termination of the Commitments. In addition, each representation and warranty made, or deemed to
be made by any Notice of Borrowing, herein or pursuant hereto shall survive the making of such
representation and warranty, and no Lender shall be deemed to have waived, by reason of making any
Advance, any Default or Event of Default that may arise by reason of such representation or
warranty proving to have been false or misleading.
SECTION 8.11. Waiver of Jury Trial. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 8.12. Confidentiality. Each Lender agrees to hold any confidential information which it may receive from the
Borrower or any of its Subsidiaries or Affiliates pursuant to this Agreement in confidence and for
use in connection with this Agreement, including without limitation for use in connection with its
rights and remedies hereunder, except for disclosure (a) to other Lenders and their respective
Affiliates, (b) to legal counsel, accountants, and other professional advisors to such Lender, (c)
to regulatory officials, (d) as requested pursuant to or as required by law, regulation, or legal
process, (e) in connection with any legal proceeding to which such Lender is a party and (f) to a
proposed assignee or participant permitted under Section 8.06 which shall have agreed in writing to
keep such disclosed confidential information confidential in accordance with this Section.
SECTION 8.13. Nonliability of Lenders. The relationship between the Borrower and the Lenders and the Administrative Agent shall be
solely that of borrower and lender and neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrower.
SECTION 8.14. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with the Act.
54
SECTION 8.15. Termination of Commitments under Existing Credit Agreement. Each of the signatories hereto that is also a party to the Existing Credit Agreement hereby
agrees that, as of the Closing Date, all of the Commitments under the Existing Credit Agreement to
which such signatory is a party will be terminated automatically and any and all required notice
periods in connection with such termination are hereby waived and of no further force and effect.
[Signature Pages Follow]
55
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
|
|
|
|
|
|
COCA-COLA BOTTLING CO. CONSOLIDATED,
as the Borrower
|
|
|
By |
/s/ Xxxxxxxx X. Deal, III
|
|
|
|
Name: |
Xxxxxxxx X. Deal, III |
|
|
|
Title: |
Vice President and Treasurer |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
|
|
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|
|
|
JPMORGAN CHASE BANK, N.A., individually as a
Lender, as the Issuing Bank and as Administrative
Agent
|
|
|
By |
/s/ Xxxxxxx X. Xxxxxxxx
|
|
|
|
Name: |
Xxxxxxx X. Xxxxxxxx |
|
|
|
Title: |
Executive Director |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
|
|
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|
|
CITIBANK, N.A., individually as a Lender and
as Syndication Agent
|
|
|
By: |
/s/ Xxxxxxx Xxxxxxx
|
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Vice President |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
|
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|
|
BRANCH BANKING AND TRUST COMPANY,
individually as a
Lender and as a
Co-Documentation Agent
|
|
|
By |
/s/ Xxxxxx X. Xxxxx
|
|
|
|
Name: |
Xxxxxx X. Xxxxx |
|
|
|
Title: |
Senior Vice President |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
|
|
|
|
|
|
COÖPERATIEVE CENTRALE
RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK
INTERNATIONAL” NEW YORK BRANCH, individually
as a Lender and as a Co-Documentation Agent
|
|
|
By |
/s/ Kutye X. Xxxxxx
|
|
|
|
Name: |
Kutye X. Xxxxxx |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
By: |
/s/ Xxxxx Delfinc
|
|
|
|
Name: |
Xxxxx Delfinc |
|
|
|
Title: |
Executive Director |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
|
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|
|
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually as a Lender and as a
Co-Documentation Agent
|
|
|
By: |
/s/ Xxxxxx X. Xxxx
|
|
|
|
Name: |
Xxxxxx X. Xxxx |
|
|
|
Title: |
Director |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
|
|
|
|
|
|
NORTH CAROLINA BANK AND TRUST,
as a Lender
|
|
|
By: |
/s/ Cutter X. Xxxxx, Xx.
|
|
|
|
Name: |
Cutter X. Xxxxx, Xx. |
|
|
|
Title: |
Senior Vice President |
|
|
Signature Page to Credit Agreement
Coca-Cola Bottling Co. Consolidated
SCHEDULE I
Lenders and Commitments
|
|
|
|
|
|
|
|
|
|
|
Revolving Credit |
|
Letter of Credit |
Lender |
|
Commitment |
|
Commitment |
JPMORGAN CHASE BANK, N.A. |
|
$ |
50,000,000 |
|
|
$ |
25,000,000 |
|
|
|
|
|
|
|
|
|
|
CITIBANK, N.A. |
|
$ |
50,000,000 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
BRANCH BANKING AND TRUST COMPANY |
|
$ |
30,000,000 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK NEDERLAND” NEW YORK BRANCH |
|
$ |
30,000,000 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
XXXXX FARGO BANK, NATIONAL ASSOCIATION |
|
$ |
30,000,000 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
NORTH CAROLINA BANK AND TRUST |
|
$ |
10,000,000 |
|
|
$ |
0 |
|
|
Total |
|
$ |
200,000,000 |
|
|
$ |
25,000,000 |
|
SCHEDULE II
Existing Liens Securing Indebtedness,
in each case, of $5,000,000 or more
NONE
SCHEDULE III
Litigation
1. Ozarks Coca-Cola/Xx. Xxxxxx Bottling Company, et al. vs. The Coca-Cola Company and
Coca-Cola Enterprises Inc., Civil Action File No. 06-3056-CV-S. On February 14, 2006,
forty-eight Coca-Cola bottler plaintiffs filed suit in the United States District Court for the
Western District of Missouri against The Coca-Cola Company (“KO”) and Coca-Cola Enterprises Inc.
(“CCE”). On February 24, 2006, the plaintiffs filed an amended complaint adding twelve bottlers as
plaintiffs. In the lawsuit, the bottler plaintiffs made claims for breach of contract and breach
of duty and other related claims arising out of CCE’s plan to offer warehouse delivery of POWERAde
to Wal-Mart Stores, Inc. (“Wal-Mart”) within CCE’s territory. The bottler plaintiffs sought
preliminary and permanent injunctive relief prohibiting the warehouse delivery of POWERAde and
unspecified compensatory and punitive damages.
On March 17, 2006, the U.S. District Court for the Western District of Missouri, pursuant to a
motion brought by KO and CCE, transferred the case to the Northern District of Georgia. On
September 5, 2006, the Georgia federal District Court granted the Borrower’s motion to intervene as
a defendant for limited purpose. The court found that the Borrower had a legally protectable
interest at stake in the litigation in that the relief requested from the plaintiffs would preclude
the Borrower from warehouse delivering POWERAde within its exclusive territory.
On February 12, 2007, KO, CCE, the Borrower and many of the plaintiffs entered into a series
of agreements that will result in the dismissal without prejudice of the lawsuit and the
implementation of a program to test various new route-to-market service systems. The agreement
preserved all parties’ rights, and afforded the bottling system an opportunity to meet to discuss
whether the program to test route-to-market service systems should be continued. The settlement
did not require any payment by the Borrower, The Lawsuit was concluded and all claims were
dismissed, without prejudice.
The following items are listed for informational purposes only. The Borrower, in its
reasonable judgment, does not believe that any of the following items will have a Material Adverse
Effect.
1. Several environmental matters are being monitored and remediated by the Borrower to the
satisfaction of regulatory authorities. None of these matters are currently in litigation and the
Borrower is unable to determine at this time whether any claims may arise out these matters.
2. The Borrower is, from time-to-time, party to, and is threatened to be made party to,
employment related claims.
3. The Borrower is, from time-to-time, party to, and is threatened to be made party to,
product liability, auto liability, general liability, workers’ compensation and preference claims.
SCHEDULE IV
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
Incorporated/ |
|
|
|
Percent |
Entity’s Legal Name |
|
Organized |
|
Ownership By |
|
Owned |
Material Subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCBCC Operations, LLC
|
|
DE
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Coca-Cola Ventures, Inc.
|
|
DE
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Piedmont Coca-Cola
Bottling Partnership
|
|
DE
|
|
Coca-Cola Ventures, Inc.
|
|
|
77 |
% |
|
|
|
|
|
|
|
|
|
BYB Brands, Inc.
|
|
NC
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Other Subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCBC of Wilmington, Inc.
|
|
DE
|
|
Piedmont Coca-Cola
Bottling Partnership
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
CCBCC, Inc.
|
|
DE
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Chesapeake Treatment
Company, LLC
|
|
NC
|
|
CCBCC Operations, LLC
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Consolidated Beverage Co.
|
|
DE
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Consolidated Real Estate
Group, LLC
|
|
NC
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Data Ventures, Inc.
|
|
NC
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Heath Oil Co., Inc.
|
|
SC
|
|
CCBCC Operations, LLC
|
|
|
100 |
% |
|
Tennessee Soft Drink Production Company
|
|
TN
|
|
CCBCC Operations, LLC
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
TXN, Inc.
|
|
DE
|
|
Data Ventures, Inc.
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Swift Water Logistics, Inc.
|
|
NC
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Data Ventures Europe, BV
|
|
Netherlands
|
|
Data Ventures, Inc.
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Fast Forward Energy, Inc.
|
|
IN
|
|
BYB Brands, Inc.
|
|
|
60 |
% |
|
|
|
|
|
|
|
|
|
|
|
Incorporated/ |
|
|
|
Percent |
Entity’s Legal Name |
|
Organized |
|
Ownership By |
|
Owned |
Equipment Reutilization
Solutions, LLC
|
|
NC
|
|
CCBCC Operations, LLC
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Red Classic Services, LLC
|
|
NC
|
|
Coca-Cola Bottling Co.
Consolidated
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Red Classic Equipment, LLC
|
|
NC
|
|
Red Classic Services, LLC
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Red Classic Transportation
Services, LLC
|
|
NC
|
|
Red Classic Services, LLC
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Red Classic Transit, LLC
|
|
NC
|
|
Red Classic
Transportation Services,
LLC
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Red Classic Contractor, LLC
|
|
NC
|
|
Red Classic
Transportation Services,
LLC
|
|
|
100 |
% |
SCHEDULE V
Material Agreements
1. |
|
Amended and Restated Stock Rights and Restrictions Agreement between The Coca-Cola Company
(“TCCC”), Carolina Coca-Cola Bottling Investments, Inc (“CCCBI” and together with TCCC,
“Shareholders”), Coca-Cola Bottling Co. Consolidated (the “Company” and J. Xxxxx Xxxxxxxx,
III, dated February 19, 2009.. |
|
2. |
|
Termination of Irrevocable Proxy and Voting Agreement between The Coca-Cola Company, Carolina
Coca-Cola Bottling Investments, Inc., J. Xxxxx Xxxxxxxx, III and Xxxx X. Xxxxxx, Trustee,
dated February 19, 2009. |
|
3. |
|
Bottling franchise agreements as listed on Attachment A. |
|
4. |
|
Lease, dated as of January 1, 1999, by and between the Borrower and the Xxxxxxx Corporation,
related to the production/distribution facility in Nashville, Tennessee. |
|
5. |
|
Lease Agreement, dated as of March 23, 2009, between the Borrower and Xxxxxxxx Limited
Partnership One, related to the Xxxxxx Production Center in Charlotte, North Carolina and a
distribution center adjacent thereto. |
|
6. |
|
Partnership Agreement of Carolina Coca-Cola Bottling Partnership,* dated as of
July 2, 1993, by and among Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola Ventures,
Inc., Coca-Cola Bottling Co. Affiliated, Inc., Fayetteville Coca-Cola Bottling Company and
Palmetto Bottling Company. |
|
7. |
|
Definitions and Adjustments Agreement between Carolina Coca-Cola Bottling Partnership (the
“Partnership”), Coca-Cola Ventures, Inc. (“Ventures”), Coca-Cola Bottling Co. Consolidated
(“CCBCC”), CCBCC of Wilmington, Inc. (“CCBC Wilmington”), Carolina Coca-Cola Bottling
Investments, Inc. (“KO Sub”), The Coca-Cola Company (“KO”), Carolina Coca-Cola Holding Company
(“Carolina Holdings”), The Coastal Coca-Cola Bottling Company (“Coastal”), Eastern Carolina
Coca-Cola Bottling Company, Inc. (“Goldsboro”), Coca-Cola Bottling Co. Affiliated, Inc. ,
Fayetteville Coca-Cola Bottling Company (“Fayetteville”), and Palmetto Bottling Company
(“Palmetto”), dated July 2, 1993. |
|
8. |
|
First Amendment to Partnership Agreement of Carolina Coca-Cola Bottling Partnership between
Carolina Coca-Cola Bottling Investments, Inc. (“KO Sub”), Coca-Cola Ventures, Inc.
(“Ventures”) and Palmetto Bottling Company (“Palmetto”), dated August 5, 1993. |
|
9. |
|
Second Amendment to Partnership Agreement of CCBCC Coca- Cola Bottling Partnership between
Carolina Coca-Cola Investments, Inc. (“KO Sub”), Coca-Cola Ventures, Inc. (“Ventures”) and
Palmetto Bottling Company (“Palmetto”), dated August 12, 1993. |
|
10. |
|
Management Agreement, dated as of July 2, 1993, by and among the Borrower, Carolina Coca-Cola
Bottling Partnership,* CCBC of Wilmington, Inc., Carolina Coca-Cola Bottling Investments,
Inc., Coca-Cola Ventures, Inc. and Palmetto Bottling Company. |
|
|
|
* |
|
Carolina Coca-Cola Bottling Partnership’s
name was changed to Piedmont Coca-Cola Bottling Partnership. |
11. |
|
First Amendment to Management Agreement (relating to the Management Agreement designated as
Item 10 of this Schedule 5) dated as of January 1, 2001. |
|
12. |
|
Amended and Restated Guaranty Agreement, effective as of July 15, 1993, for the benefit of
Southeastern Container, Inc. |
|
13. |
|
Management Agreement, dated as of June 1, 2004, by and among CCBCC Operations LLC, a
wholly-owned subsidiary of the Borrower, and South Atlantic Canners, Inc. |
|
14. |
|
Agreement, dated as of March 1, 1994, by and among the Borrower and South Atlantic Canners,
Inc. |
|
15. |
|
Amended and Restated Guaranty Agreement, dated as of May 18, 2000, between the Borrower and
Wachovia Bank of North Carolina, N.A. |
|
16. |
|
Guaranty Agreement, dated as of December 1, 2001, between the Borrower and Wachovia, N.A. |
|
17. |
|
Lease Agreement, dated as of December 18, 2006, between the CCBCC Operations, LLC, a
wholly-owned subsidiary of the Borrower, and Beacon Investment Corporation, related to the
Borrower’s corporate headquarters and an adjacent office building in Charlotte, North
Carolina. |
|
18. |
|
Master Amendment to Partnership Agreement, Management Agreement and Definition and Adjustment
Agreement, dated as of January 2, 2002, by and among Piedmont Coca-Cola Bottling Partnership,
The Coca-Cola Company and the Borrower. |
|
19. |
|
First Amendment to Lease (relating to the Lease Agreement designated as Item 4 of this
Schedule V) and First Amendment to Memorandum of Lease, dated as of August 30, 2002, between
Xxxxxxx Corporation and the Borrower. |
|
20. |
|
Limited Liability Company Operating Agreement of Coca-Cola Bottlers’ Sales & Services
Company, LLC, dated as of December 11, 2002, by and between Coca-Cola Bottlers’ Sales &
Services Company, LLC and Consolidated Beverage Co., a wholly-owned subsidiary of the
Borrower. |
|
21. |
|
First Amendment to the Limited Liability Company Operating Agreement of Coca-Cola Bottlers’
Sales & Services Company, LLC (the “Company”) between the Company and Coca-Cola Bottling Co.
Consolidated (Member”), dated November 5, 2007. |
|
22. |
|
Second Amendment to the Limited Liability Company Operating Agreement of Coca-Cola Bottlers’
Sales & Services Company, LLC (the “Company”) between the Company and Coca-Cola Bottling Co.
Consolidated (Member”), dated June 24, 2010. |
|
23. |
|
Procurement Agency Agreement between Coca-Cola Bottlers’ Sales & Services Company, LLC (the
“Company”) and Consolidated Beverage Co., a wholly-owned subsidary and Affiliate of Coca-Cola
Bottling Co. Consolidated (“Member”), dated May 14, 2003. |
|
24. |
|
Master Service Agreement between the Customer Business Solutions division (“CBS”) of
Coca-Cola Bottlers’ Sales & Services Company, LLC and Coca-Cola Bottling Co. Consolidated,
dated March 20th, 2009. |
|
25. |
|
Fourth Amendment to Partnership Agreement, dated as of March 28, 2003, by and among Piedmont
Coca-Cola Bottling Partnership, Piedmont Partnership Holding Company and Coca-Cola Ventures,
Inc. |
26. |
|
Second Amended and Restated Promissory Note, dated as of August 25, 2005, by and between the
Borrower and Piedmont Coca-Cola Bottling Partnership. |
|
27. |
|
Amended and Restated Can Supply Agreement, dated as of February 28, 2007, between Coca-Cola
Bottlers’ Sales & Services Company, LLC, in its capacity as agent for the Borrower, and Rexam
Beverage Can Company. |
|
28. |
|
Obligations arising under interest rate swap agreements between the Borrower and commercial
banks. |
|
29. |
|
Various letters of credit issued for the Borrower by a bank relating to the Borrower’s
insurance programs. |
|
30. |
|
2011 Investment Letter between Coca-Cola North America (“CCNA”) and Coca-Cola Bottling Co.
Consolidated, dated November 9, 2010. |
|
31. |
|
2011 Customer Governance Process, Agreement between The Coca-Cola Company, acting by and
through its Coca-Cola North America Division (“CCNA”), and Borrower to support and implement
the 2011 Customer Governance Process, which shall be effective between the parties starting
October 23, 2010 and shall end on December 31, 2011, unless extended by mutual agreement. |
|
32. |
|
Incidence Pricing Agreement between Coca-Cola North America and Coca-Cola Bottling Co.
Consolidated, dated March 25, 2009. |
|
33. |
|
Amendment No. 1 to the Incidence Pricing Agreement between Coca-Cola North America and
Coca-Cola Bottling Co. Consolidated, dated December 20,2010. |
|
34. |
|
Coca-Cola From Mexico Purchase and Distribution Agreement between The Coca-Cola Company,
acting through its Coca-Cola North America Division (the “Company”) and CCBCC Operations, LLC
(“Distributor”), dated June 2, 2009. |
|
35. |
|
Wholesaler Agreement between CCBCC Operations, LLC (“Company”) and Xxxx Wholesale and
Manufacturing Co., Inc. (“Wholesaler”), dated June 2, 2009. |
|
36. |
|
TCCC/CCBCC/ByB Brand Innovation and Distribution Collaboration Agreement dated March 10, 2008
acknowledged and agreed to by Xxxx Xxxxxxx and Xxxxx X. Xxxxx. |
|
37. |
|
2011 Agreement Between TCCC and Bottler for ARTM Programs, between The Coca-Cola Company
(“TCCC”) and Coca-Cola Bottling Co. Consolidated (“Bottler”), dated December 30, 2010. |
|
38. |
|
Sales Lead Agreement between The Coca-Cola Company (“Company”) and Coca-Cola Bottling Co.
Consolidated (“Bottler”), dated December 30, 2010. |
|
39. |
|
ARTM side letter between The Coca-Cola Company (“Company”) and Coca-Cola Bottling Co.
Consolidated (“Bottler”), dated December 30, 2010. |
|
40. |
|
Temporary ARTM Amendment to Marketing and Distribution Agreement for Powerade between The
Coca-Cola Company (“TCCC”), acting by and through its Coca-Cola North America Division and
Coca-Cola Bottling Co. Consolidated (“Bottler”), dated December 30, 2010. |
|
41. |
|
Temporary ARTM Amendment to Distribution Agreement for glaceau between The Coca-Cola Company
(“TCCC”), acting by and through its Coca-Cola North America Division and Coca-Cola Bottling
Co. Consolidated (“Bottler”), dated December 30, 2010. |
42. |
|
Lease Agreement, dated as of January 13, 2011, by and between the Borrower and the DCT MID
SOUTH LOGISTICS V, LP, related to the regional logistics center located at 000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxx. |
|
43. |
|
Lease Agreement, dated as of April 1, 2011, by and between the Borrower and CROWN-RALEIGH
III, LLC, related to the regional logistics center facility located at 000 Xxxxxxxx
Xxxxx, Xxxxxxx, Xxxxx Xxxxxxxx. |
|
44. |
|
Letter Agreement dated January 27, 1989, between The Coca-Cola Company and the Company,
modifying the Cola Beverage Agreements and Allied Beverage Agreements. |
|
45. |
|
Form of Letter Agreement, dated December 10, 2001, between The Coca-Cola Company and the
Company, together with Letter Agreement dated December 14, 1994, modifying the Still Beverage
Agreements. |
SCHEDULE V
ATTACHMENT A
Bottling Franchise Agreements
Sub-Bottler’s Contract, dated September 20, 1916, between Charleston Coca-Cola Bottling Co. and
Georgetown Coca-Cola Bottling Co. (Georgetown, SC)
Amendment to Georgetown, SC Sub-Bottler’s Contract, dated August 18, 1921
Amendment to Georgetown, SC Sub-Bottler’s Contract, dated October 10, 1980
Amendment
to Georgetown, SC Sub-Bottler’s Contract, dated April 18, 1988 Letter renewal for SPRITE,
dated February 17, 2000, between Georgetown CCBC (Georgetown, SC) and The Coca-Cola Company
Sub-Bottler’s Contract, dated March 24, 1932, between Norfolk Coca-Cola Bottling Works, Inc. and
Emporia Coca-Cola Bottling Company, Inc. (Emporia, VA)
Letter renewal for FANTA, dated March 25, 1996, between CCBC of Wilmington, Inc. (Emporia, VA) and
The Coca-Cola Company
Letter renewal for Mr. PiBB, dated March 25, 1996, between CCBC of Wilmington, Inc. (Emporia, VA)
and The Coca-Cola Company
Letter renewal for SPRITE, dated March 25, 1996, between CCBC of Wilmington, Inc. (Emporia, VA) and
The Coca-Cola Company
Master Bottle Contract, dated December 18, 1992, between Wilmington Coca-Cola Bottling Works, Inc.
(Wilmington, NC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between CCBC of Wilmington, Inc. (Wilmington,
NC) and The Coca-Cola Company (May 20,2011 renewal letter)
Allied Bottle Contract for FRESCA, dated December 18, 1992, between Wilmington Coca-Cola Bottling
Works, Inc. (Wilmington, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for SPRITE, dated December 18, 1992, between Wilmington Coca-Cola Bottling
Works, Inc. (Wilmington, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated December 18, 1992, between Wilmington Coca-Cola
Bottling Works, Inc. (Wilmington, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated December 18, 1992, between Wilmington Coca-Cola Bottling
Works, Inc. (Wilmington, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for TAB, dated December 18, 1992, between Wilmington Coca-Cola Bottling
Works, Inc. (Wilmington, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Master Bottle Contract, dated December 18, 1992, between Weldon Coca-Cola Bottling Works, Inc.
(Xxxxxx, NC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between CCBC of Wilmington, Inc. (Weldon, NC)
and The Coca-Cola Company (May 20,2011 renewal letter)
Allied Bottle Contract for FRESCA, dated December 18, 1992, between Weldon Coca-Cola Bottling
Works, Inc. (Xxxxxx, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for SPRITE, dated December 18, 1992, between Weldon Coca-Cola Bottling
Works, Inc. (Xxxxxx, NC) and The Coca-Cola Company (December 16, 2002 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated December 18, 1992, between Weldon Coca-Cola Bottling
Works, Inc. (Xxxxxx, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated December 18, 1992, between Weldon Coca-Cola Bottling
Works, Inc. (Xxxxxx, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for TAB, dated December 18, 1992, between Weldon Coca-Cola Bottling Works,
Inc. (Xxxxxx, NC) and The Coca-Cola Company (December 16, 2002 renewal letter)
Sub-Bottler’s Contract, dated June 22, 1917, between Xxxxxx-Xxxxxxx Company and Coca-Cola Bottling
Company (Rocky Mount, NC)
Amendment to Rocky Mount, NC Sub-Bottler’s Contract, dated August 8, 1921
Amendment to Rocky Mount, NC Sub-Bottler’s Contract, dated October 11, 1938
Amendment to Rocky Mount, NC Sub-Bottler’s Contract, dated July 9, 1951
Letter renewal for FRESCA, dated January 23, 1996, between CCBC of Wilmington, Inc. (Rocky Mount,
NC) and The Coca-Cola Company
Letter renewal for XXXXX YELLO, dated September 20, 1999, between CCBC of Wilmington, Inc. (Rocky
Mount, NC) and The Coca-Cola Company
Letter renewal for SPRITE, dated May 25, 2001, between CCBC of Wilmington, Inc. (Rocky Mount, NC)
and The Coca-Cola Company
Master Bottle Contract, dated December 18, 1992, between Kelford Coca-Cola Bottling Co., Inc.
(Kelford, NC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between CCBC of Wilmington, Inc. (Kelford, NC)
and The Coca-Cola Company (May 20,2011 renewal letter)
Allied Bottle Contract for FRESCA, dated December 18, 1992, between Kelford Coca-Cola Bottling Co.,
Inc. (Kelford, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for SPRITE, dated December 18, 1992, between Kelford Coca-Cola Bottling Co.,
Inc. (Kelford, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated December 18, 1992, between Kelford Coca-Cola Bottling
Co., Inc. (Kelford, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated December 18, 1992, between Kelford Coca-Cola Bottling
Co., Inc. (Kelford, NC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Co. Consolidated
(Charlotte, NC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between Metrolina Bottling Company (Charlotte,
NC) and The Coca-Cola Company (May 20, 2011 renewal letter)
Allied Bottle Contract for FRESCA, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Charlotte, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Charlotte, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Charlotte, NC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter from Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Co. Consolidated
(Charlotte, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Charlotte, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Charlotte, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Co. Consolidated
(Pageland, SC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Pageland, SC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FRESCA, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Pageland, SC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Pageland, SC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Pageland, SC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Co. Consolidated
(Pageland, SC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Pageland, SC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Co.
Consolidated (Pageland, SC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated January 2, 1990, between Biscoe Coca-Cola Bottling Company, Inc.
(Biscoe, NC) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 2, 1990, between Biscoe Coca-Cola Bottling
Company, Inc. (Biscoe, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 2, 1990, between Biscoe Coca-Cola Bottling
Company, Inc. (Biscoe, NC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 2, 1990, between Biscoe Coca-Cola Bottling Company,
Inc. (Biscoe, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for SPRITE, dated January 2, 1990, between Biscoe Coca-Cola Bottling
Company, Inc. (Biscoe, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FANTA, dated January 2, 1990, between Biscoe Coca-Cola Bottling Company,
Inc. (Biscoe, NC) and The Coca-Cola Company (January 26, 1999 renewal letter)
Master Bottle Contract, dated January 27, 1989, between The Albany Coca-Cola Bottling Company
(Albany, GA) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between The Albany Coca-Cola
Bottling Company (Albany, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between The Albany Coca-Cola
Bottling Company (Albany, GA) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between The Albany Coca-Cola Bottling
Company (Albany, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between The Albany Coca-Cola Bottling
Company (Albany, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between The Albany Coca-Cola Bottling
Company (Albany, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between The Albany Coca-Cola Bottling
Company (Albany, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Columbus Coca-Cola Bottling Company
(Columbus, GA) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Columbus Coca-Cola Bottling
Company (Columbus, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Columbus Coca-Cola Bottling
Company (Columbus, GA) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Columbus Coca-Cola Bottling Company
(Columbus, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Columbus Coca-Cola Bottling
Company (Columbus, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Columbus Coca-Cola Bottling
Company (Columbus, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between Columbus Coca-Cola Bottling
Company (Columbus, GA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated August 28, 1987, between Fayetteville Coca-Cola Bottling Company
(Fayetteville, NC) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated August 28, 1987, between Fayetteville Coca-Cola Bottling
Company (Fayetteville, NC) and The Coca-Cola Company (September 14, 2006 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated August 28, 1987, between Fayetteville Coca-Cola
Bottling Company (Fayetteville, NC) and The Coca-Cola Company (September 14, 2006 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated August 28, 1987, between Fayetteville Coca-Cola
Bottling Company (Fayetteville, NC) and The Coca-Cola Company
Allied Bottle Contract for TAB, dated August 28, 1987, between Fayetteville Coca-Cola Bottling
Company (Fayetteville, NC) and The Coca-Cola Company (September 14, 2006 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated August 28, 1987, between Fayetteville Coca-Cola Bottling
Company (Fayetteville, NC) and The Coca-Cola Company
Mr PiBB termination letter from Xxxxxxxx Xxxxxxx, dated October 25, 1996
Allied Bottle Contract for SPRITE, dated August 28, 1987, between Fayetteville Coca-Cola Bottling
Company (Fayetteville, NC) and The Coca-Cola Company (September 14, 2006 renewal letter)
Allied Bottle Contract for FANTA, dated August 28, 1987, between Fayetteville Coca-Cola Bottling
Company (Fayetteville, NC) and The Coca-Cola Company (September 14, 2006 renewal letter)
Master Bottle Contract, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA) and The
Coca-Cola Company
Allied Bottle Contract for FANTA, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA) and
The Coca-Cola Company (October 28, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA) and
The Coca-Cola Company (October 28, 2008 renewal letter)
Allied Bottle Contract for TAB, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA) and The
Coca-Cola Company (October 28, 2008 renewal letter)
Allied Bottle Contract for FRESCA, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA) and
The Coca-Cola Company (October 28, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA) and
The Coca-Cola Company (October 28, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA)
and The Coca-Cola Company (October 28, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated October 29, 1999, between LYBC, Inc. (Lynchburg, VA)
and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Co. of Mobile, Inc.
(Mobile, AL) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated January 27, 1989, between Coca-Cola Bottling Co. of
Mobile, Inc. (Mobile, AL) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Co. of
Mobile, Inc. (Mobile, AL) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Co. of
Mobile, Inc. (Mobile, AL) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Co. of Mobile,
Inc. (Mobile, AL) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Co. of
Mobile, Inc. (Mobile, AL) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between Coca-Cola Bottling Co. of Mobile,
Inc. (Mobile, AL) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated April 20, 1990, between Coca-Cola Bottling Company of Xxxxxxx, Inc.
(Jackson, TN) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between NABC, Inc. (Jackson, TN) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated April 20, 1990, between Coca-Cola Bottling Company of
Xxxxxxx, Inc. (Jackson, TN) and The Coca-Cola Company (April 19, 2009 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated April 20, 1990, between Coca-Cola Bottling Company of
Xxxxxxx, Inc. (Jackson, TN) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated April 20, 1990, between Coca-Cola Bottling Company of
Xxxxxxx, Inc. (Jackson, TN) and The Coca-Cola Company (April 19, 2009 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated April 20, 1990, between Coca-Cola Bottling Company of
Xxxxxxx, Inc. (Jackson, TN) and The Coca-Cola Company (April 19, 2009 renewal letter)
Allied Bottle Contract for SPRITE, dated April 20, 1990, between Coca-Cola Bottling Company of
Xxxxxxx, Inc. (Jackson, TN) and The Coca-Cola Company (April 19, 2009 renewal letter)
Master Bottle Contract, dated April 24, 1989, between Coca-Cola Bottling Works of Murfreesboro, TN
(Murfreesboro, TN) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company (April 23, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company (April 23, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company (April 23, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company (April 23, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated April 24, 1989, between Coca-Cola Bottling Works of
Murfreesboro, TN (Murfreesboro, TN) and The Coca-Cola Company (April 23, 2008 renewal letter)
Master Bottle Contract, dated January 21, 1998, between NABC, Inc. (Florence, AL) and The Coca-Cola
Company
Allied Bottle Contract for FANTA, dated January 21, 1998, between NABC, Inc. (Florence, AL) and The
Coca-Cola Company (January 20, 2007 renewal letter)
Allied Bottle Contract for SPRITE, dated January 21, 1998, between NABC, Inc. (Florence, AL) and
The Coca-Cola Company (January 20, 2007 renewal letter)
Allied Bottle Contract for FRESCA, dated January 21, 1998, between NABC, Inc. (Florence, AL) and
The Coca-Cola Company (January 20, 2007 renewal letter)
Allied Bottle Contract for TAB, dated January 21, 1998, between NABC, Inc. (Florence, AL) and The
Coca-Cola Company (January 20, 2007 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 21, 1998, between NABC, Inc. (Florence, AL)
and The Coca-Cola Company (January 20, 2007 renewal letter)
Master Bottle Contract, dated November 13, 1989, between Dickson Coca-Cola Bottling Company
(Dickson, TN) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated November 13, 1989, between Dickson Coca-Cola Bottling
Company (Dickson, TN) and The Coca-Cola Company (November 12, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated November 13, 1989, between Dickson Coca-Cola Bottling
Company (Dickson, TN) and The Coca-Cola Company (November 12, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated November 13, 1989, between Dickson Coca-Cola Bottling
Company (Dickson, TN) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated November 13, 1989, between Dickson Coca-Cola Bottling Company
(Dickson, TN) and The Coca-Cola Company (November 12, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated November 13, 1989, between Dickson Coca-Cola Bottling
Company (Dickson, TN) and The Coca-Cola Company (November 12, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated May 1, 2002, between NABC, Inc. (Dickson, TN) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Master Bottle Contract, dated October 25, 1990, between Coca-Cola Bottling Works of Columbia, TN,
Inc. (Columbia, TN) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated October 25, 1990, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Columbia, TN) and The Coca-Cola Company (October 24,2009 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated October 25, 1990, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Columbia, TN) and The Coca-Cola Company (October 24,2009 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated October 25, 1990, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Columbia, TN) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for SPRITE, dated October 25, 1990, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Columbia, TN) and The Coca-Cola Company (October 24,2009 renewal letter)
Allied Bottle Contract for FANTA, dated May 1, 2002, between NABC, Inc. (Columbia, TN) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Master Bottle Contract, dated November 1, 1991, between Coca-Cola Bottling Works of Columbia, TN,
Inc. (Fayetteville, TN) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company (November 6, 2000 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company (November 6, 2000 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company
Allied Bottle Contract for TAB, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company (November 6, 2000 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company (November 6, 2000 renewal letter)
Allied Bottle Contract for SPRITE, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company (November 6, 2000 renewal letter)
Allied Bottle Contract for FANTA, dated November 1, 1991, between Coca-Cola Bottling Works of
Columbia, TN, Inc. (Fayetteville, TN) and The Coca-Cola Company (November 6, 2000 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Company of Nashville,
Inc. (Nashville, TN) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated October 28, 1991, between Coca-Cola Bottling Company of
Nashville, Inc. (Nashville, TN) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Company
of Nashville, Inc. (Nashville, TN) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Company
of Nashville, Inc. (Nashville, TN) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Company of
Nashville, Inc. (Nashville, TN) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Coca-Cola Bottling Company of
Nashville, Inc. (Nashville, TN) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Company of
Nashville, Inc. (Nashville, TN) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between Coca-Cola Bottling Company of
Nashville, Inc. (Nashville, TN) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated November 17, 1989, between Dickson Coca-Cola Bottling Co. (Laurel,
MS) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between CCBC of Nashville, L.P. (Nashville,
TN) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated November 17, 1989, between Dickson Coca-Cola Bottling
Co. (Laurel, MS) and The Coca-Cola Company (November 16, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated November 17, 1989, between Xxxxxxx Coca-Cola Bottling
Co. (Laurel, MS) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated November 17, 1989, between Xxxxxxx Coca-Cola Bottling Co.
(Laurel, MS) and The Coca-Cola Company (November 16, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated November 17, 1989, between Xxxxxxx Coca-Cola Bottling
Co. (Laurel, MS) and The Coca-Cola Company (November 16, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated November 17, 1989, between Xxxxxxx Coca-Cola Bottling Co.
(Laurel, MS) and The Coca-Cola Company (November 16, 2008 renewal letter)
Sub-Bottler’s Contract, dated December 31, 1976, between Florida Coca-Cola Bottling Company and
Panama City Coca-Cola Bottling Company (Panama City, FL)
Amendment to Panama City, FL Sub-Bottler’s Contract, dated June 6, 1979
Amendment to Panama City, FL Sub-Bottler’s Contract, dated December 20, 1982
Amendment to Panama City, FL Sub-Bottler’s Contract, dated January 1, 1991
Letter renewal for FANTA, dated December 20, 1995, between PCBC, Inc. (Panama City, FL) and The
Coca-Cola Company
Letter renewal for XXXXX YELLO, dated March 25, 1998, between PCBC, Inc. (Panama City, FL) and The
Coca-Cola Company
Allied Bottle Contract for MINUTE MAID, dated January 1, 1990, between Panama City Coca-Cola
Bottling Company, Inc. (Panama City, FL) and The Coca-Cola Company
Contract for Mr. PiBB, dated May 6, 1999, between PCBC, Inc. (Panama City, FL) and The Coca-Cola
Company
Letter renewal for SPRITE, dated December 20, 1995, between PCBC, Inc. (Panama City, FL) and The
Coca-Cola Company
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Company of Roanoke, Inc.
(Roanoke, VA) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Company
of Roanoke, Inc. (Roanoke, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Company
of Roanoke, Inc. (Roanoke, VA) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Roanoke, VA) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Roanoke, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Roanoke, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Roanoke, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Company of Roanoke, Inc.
(Bristol, VA) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between ROBC, Inc. (Bristol, VA) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Company
of Roanoke, Inc. (Bristol, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Company
of Roanoke, Inc. (Bristol, VA) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Bristol, VA) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Bristol, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Company of
Roanoke, Inc. (Bristol, VA) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Lonesome Pine Coca-Cola Bottling Company,
Inc. (Norton, VA) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between ROBC, Inc. (Norton, VA) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for SPRITE, dated September 4, 1998, between ROBC, Inc. (Norton, VA) and The
Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated September 4, 1998, between ROBC, Inc. (Norton, VA) and
The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated September 4, 1998, between ROBC, Inc. (Norton, VA)
and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated September 4, 1998, between ROBC, Inc. (Norton, VA)
and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Master Bottle Contract, dated May 28, 1999, between SUBC, Inc. (Sumter, SC) and The Coca-Cola
Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between SUBC, Inc. (Sumter, SC) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for SPRITE, dated May 28, 1999, between SUBC, Inc. (Sumter, SC) and The
Coca-Cola Company (May 27, 2008 renewal letter)
Allied Bottle Contract for TAB, dated May 28, 1999, between SUBC, Inc. (Sumter, SC) and The
Coca-Cola Company (May 27, 2008 renewal letter)
Allied Bottle Contract for FRESCA, dated May 28, 1999, between SUBC, Inc. (Sumter, SC) and The
Coca-Cola Company (May 27, 2008 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated May 28, 1999, between SUBC, Inc. (Sumter, SC) and The
Coca-Cola Company (May 27, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated May 28, 1999, between SUBC, Inc. (Sumter, SC) and The
Coca-Cola Company (May 27, 2008 renewal letter)
Master Bottle Contract, dated January 29, 1997 between Thomasville Coca-Cola Bottling Company
(Thomasville, NC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between TOBC, Inc. (Thomasville, NC) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for SPRITE, dated January 29, 1997, between Thomasville Coca-Cola Bottling
Company (Thomasville, NC) and The Coca-Cola Company (January 28, 2006 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 29, 1997, between Thomasville Coca-Cola
Bottling Company (Thomasville, NC) and The Coca-Cola Company (January 28, 2006 renewal letter)
Allied Bottle Contract for TAB, dated January 29, 1997, between Thomasville Coca-Cola Bottling
Company (Thomasville, NC) and The Coca-Cola Company (January 28, 2006 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 29, 1997, between Thomasville Coca-Cola Bottling
Company (Thomasville, NC) and The Coca-Cola Company (January 28, 2006 renewal letter)
Allied Bottle Contract for FRESCA, dated January 29, 1997, between Thomasville Coca-Cola Bottling
Company (Thomasville, NC) and The Coca-Cola Company (January 28, 2006 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 29, 1997, between Thomasville Coca-Cola
Bottling Company (Thomasville, NC) and The Coca-Cola Company
Master Bottle Contract, dated January 11, 1990, between The North Wilkesboro Coca-Cola Bottling
Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated January 11, 1990, between The North Wilkesboro Coca-Cola
Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company (January 21, 1999 renewal
letter)
Allied Bottle Contract for XXXXX YELLO, dated January 11, 1990, between The North Wilkesboro
Coca-Cola Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company (January 21, 1999
renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 11, 1990, between The North Wilkesboro
Coca-Cola Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 11, 1990, between The North Wilkesboro Coca-Cola
Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company (January 21, 1999 renewal
letter)
Allied Bottle Contract for Mr. PiBB, dated January 11, 1990, between The North Wilkesboro Coca-Cola
Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company (January 21, 1999 renewal
letter)
Allied Bottle Contract for SPRITE, dated January 11, 1990, between The North Wilkesboro Coca-Cola
Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company (January 21, 1999 renewal
letter)
Allied Bottle Contract for FANTA, dated January 11, 1990, between The North Wilkesboro Coca-Cola
Bottling Company, Inc. (N. Wilkesboro, NC) and The Coca-Cola Company (January 21, 1999 renewal
letter)
Master Bottle Contract, dated January 11, 1990, between Coca-Cola Bottling Company Affiliated, Inc.
(Asheville, NC) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 11, 1990, between Coca-Cola Bottling Company
Affiliated, Inc. (Asheville, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 11, 1990, between Coca-Cola Bottling Company
Affiliated, Inc. (Asheville, NC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 11, 1990, between Coca-Cola Bottling Company
Affiliated, Inc. (Asheville, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 11, 1990, between Coca-Cola Bottling Company
Affiliated, Inc. (Asheville, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for SPRITE, dated January 11, 1990, between Coca-Cola Bottling Company
Affiliated, Inc. (Asheville, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FANTA, dated January 11, 1990, between Coca-Cola Bottling Company
Affiliated, Inc. (Asheville, NC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Master Bottle Contract, dated September 14, 1990, between Coca-Cola Bottling Co. Consolidated
(Marlinton, WV) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between WVBC, Inc. (Marlinton, WV) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for FRESCA, dated September 14, 1990, between Coca-Cola Bottling Co.
Consolidated (Marlinton, WV) and The Coca-Cola Company (September 13, 2009 renewal letter)
Allied Bottle Contract for SPRITE, dated December 17, 1993, between WVBC, Inc.(Marlinton) and The
Coca-Cola Company (December 18, 2002 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated September 14, 1990, between Coca-Cola Bottling Co.
Consolidated (Marlinton, WV) and The Coca-Cola Company (September 13, 2009 renewal letter)
Master Bottle Contract, dated December 31,1986, between Coca-Cola Bottling Works of Charleston,
Inc. (Charleston, WV) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated January 1, 2001 between WVBC & The Coca-Cola Company
(Charleston, WV) (January 4, 2010 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated December 31, 1986, between Coca-Cola Bottling Works
of Charleston, Inc. (Charleston, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated December 31, 1986, between Coca-Cola Bottling Works
of Charleston, Inc. (Charleston, WV) and The Coca-Cola Company
Allied Bottle Contract for TAB, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Charleston, WV) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Charleston, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for SPRITE, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Charleston, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for FANTA, dated May 1, 2002, between WVBC, Inc. (Charleston, WV) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Master Bottle Contract, dated December 31, 1986, between Coca-Cola Bottling Works of Charleston,
Inc. (Huntington, WV) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Huntington, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated December 31, 1986, between Coca-Cola Bottling Works
of Charleston, Inc. (Huntington, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated December 31, 1986, between Coca-Cola Bottling Works
of Charleston, Inc. (Huntington, WV) and The Coca-Cola Company
Allied Bottle Contract for TAB, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Huntington, WV) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Huntington, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for SPRITE, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Huntington, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for FANTA, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Huntington, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Master Bottle Contract, dated September 14, 1990, between Coca-Cola Bottling Co. Consolidated
(Elkins, WV) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between WVBC, Inc. (Elkins, WV) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for FRESCA, dated September 14, 1990, between Coca-Cola Bottling Co.
Consolidated (Elkins, WV) and The Coca-Cola Company (September 13, 2009 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated September 14, 1990, between Coca-Cola Bottling Co.
(Elkins, WV) and The Coca-Cola Company (September 13, 2009 renewal letter)
Allied Bottle Contract for SPRITE, dated December 17, 1993, between WVBC, Inc. (Elkins, WV) and The
Coca-Cola Company (September 13, 2009 renewal letter)
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Co. of Roanoke, Inc.
(Beckley, WV) and The Coca-Cola Company
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Co. of
Roanoke, Inc. (Beckley, WV) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Co. of
Roanoke, Inc. (Beckley, WV) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Co. of Roanoke,
Inc. (Beckley, WV) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated January 27, 1989, between Coca-Cola Bottling Co. of
Roanoke, Inc. (Beckley, WV) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Co. of
Roanoke, Inc. (Beckley, WV) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between Coca-Cola Bottling Co. of
Roanoke, Inc. (Beckley, WV) and The Coca-Cola Company (January 26, 2008 renewal letter)
Master Bottle Contract, dated December 31, 1986, between Coca-Cola Bottling Works of Charleston,
Inc. (Clarksburg, WV) and The Coca-Cola Company
Allied Bottle Contract for FRESCA, dated January 1, 2001, between WVBC & The Coca-Cola Company
(Clarksburg, WV) (January 4, 2010 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated December 31, 1986, between Coca-Cola Bottling Works
of Charleston, Inc. (Clarksburg, WV) and The Coca-Cola Company
Allied Bottle Contract for TAB, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Clarksburg, WV) and The Coca-Cola Company
Allied Bottle Contract for Mr. PiBB, dated May 6, 1999, between WVBC, Inc. (Clarksburg, WV) and The
Coca-Cola Company
Allied Bottle Contract for SPRITE, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Clarksburg, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for FANTA, dated December 31, 1986, between Coca-Cola Bottling Works of
Charleston, Inc. (Clarksburg, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated December 31, 1986, between Coca-Cola Bottling Works
of Charleston, Inc. (Clarksburg, WV) and The Coca-Cola Company (December 30, 2005 renewal letter)
Master Bottle Contract, dated February 1, 1988, between Coca-Cola Bottling Works of Charleston,
Inc. (Bluefield, WV) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between WVBC, Inc. (Bluefield, WV) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated February 1, 1988, between Coca-Cola Bottling Works of
Charleston, Inc. (Bluefield, WV) and The Coca-Cola Company (January 1, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated February 1, 1988, between Coca-Cola Bottling Works of
Charleston, Inc. (Bluefield, WV) and The Coca-Cola Company
Allied Bottle Contract for SPRITE, dated February 1, 1988, between Coca-Cola Bottling Works of
Charleston, Inc. (Bluefield, WV) and The Coca-Cola Company (January 1, 2008 renewal letter)
Master Bottle Contract, dated December 31, 1986, between Columbia Coca-Cola Bottling Co. (Columbia,
SC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between PCCBP (Columbia, SC) and The Coca-Cola
Company (May 2, 2011 renewal letter)
Letter renewal for XXXXX YELLO, dated December 30, 2005, between PCCBP d/b/a Columbia CCBC
(Columbia, SC) and The Coca-Cola Company
Letter renewal for Mr. PiBB, dated December 30, 2005, between PCCBP d/b/a Columbia CCBC (Columbia,
SC) and The Coca-Cola Company
Letter renewal for SPRITE, dated December 30, 2005, between PCCBP d/b/a Columbia CCBC (Columbia,
SC) and The Coca-Cola Company
Letter renewal for TAB, dated December 30, 2005, between PCCBP d/b/a Columbia CCBC (Columbia, SC)
and The Coca-Cola Company
Master Bottle Contract, dated January 11, 1990, between Greenwood Coca-Cola Bottling Company, Inc.
(Greenwood, SC) and The Coca-Cola Company
Allied Bottle Contract for SPRITE, dated January 11, 1990, between Greenwood Coca-Cola Bottling Co.
(Greenwood, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for TAB, dated January 11, 1990, between Greenwood Coca-Cola Bottling Co.
(Greenwood, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FANTA, dated January 11, 1990, between Greenwood Coca-Cola Bottling Co.
(Greenwood, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FRESCA, dated January 11, 1990, between Greenwood Coca-Cola Bottling Co.
(Greenwood, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 11, 1990, between Greenwood Coca-Cola Bottling
Co. (Greenwood, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 11, 1990, between Greenwood Coca-Cola
Bottling Co. (Greenwood, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 11, 1990, between Greenwood Coca-Cola
Bottling Co. (Greenwood, SC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Master Bottle Contract, dated August 28, 1987, between Hampton Bottling Works (Hampton, SC) and The
Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between PCCBP d/b/a Hampton CCBC (Hampton, SC)
and The Coca-Cola Company (May 2, 2011 renewal letter)
Letter renewal for XXXXX YELLO, dated September 14, 2006, between PCCBP d/b/a Hampton CCBC
(Hampton, SC) and The Coca-Cola Company
Letter renewal for MINUTE MAID, dated August 16, 1996, between PCCBP d/b/a Hampton CCBC (Hampton,
SC) and The Coca-Cola Company
Letter renewal for SPRITE, dated September 14, 2006, between PCCBP d/b/a Hampton CCBC (Hampton, SC)
and The Coca-Cola Company
Letter renewal for TAB, dated September 14, 2006, between PCCBP d/b/a Hampton CCBC (Hampton, SC)
and The Coca-Cola Company
Master Bottle Contract, dated August 28, 1987, between Charleston Coca-Cola Bottling Co.
(Charleston, SC) and The Coca-Cola Company
Letter renewal for FANTA, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Charleston, SC) and The Coca-Cola Company
Letter renewal for FRESCA, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Charleston, SC) and The Coca-Cola Company
Letter renewal for XXXXX YELLO, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester
CCBC (Charleston, SC) and The Coca-Cola Company
Letter renewal for MINUTE MAID, dated August 16, 1996, between PCCBP d/b/a Charleston-Dorchester
CCBC (Charleston, SC) and The Coca-Cola Company
Letter renewal for Mr. PiBB, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester
CCBC (Charleston, SC) and The Coca-Cola Company
Letter renewal for SPRITE, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Charleston, SC) and The Coca-Cola Company
Letter renewal for TAB, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Charleston, SC) and The Coca-Cola Company
Master Bottle Contract, dated August 28, 1987, between Dorchester Coca-Cola Bottling Co.
(Summerville, SC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between PCCBP (Summerville, SC) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Letter renewal for FRESCA, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Summerville, SC) and The Coca-Cola Company
Letter renewal for XXXXX YELLO, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester
CCBC (Summerville, SC) and The Coca-Cola Company
Letter renewal for MINUTE MAID, dated August 16, 1996, between PCCBP d/b/a Charleston-Dorchester
CCBC (Summerville, SC) and The Coca-Cola Company
Letter renewal for Mr. PiBB, September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Summerville, SC) and The Coca-Cola Company
Letter renewal for SPRITE, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Summerville, SC) and The Coca-Cola Company
Letter renewal for TAB, dated September 14, 2006, between PCCBP d/b/a Charleston-Dorchester CCBC
(Summerville, SC) and The Coca-Cola Company
Master Bottle Contract, dated January 11, 1990, between Coca-Cola Bottling Company of Anderson, SC
(Anderson, SC) and The Coca-Cola Company
Allied Bottle Contract for SPRITE, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx
Xxxxxxxx, XX (Anderson, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for TAB, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx Xxxxxxxx,
XX (Anderson, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FANTA, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx
Xxxxxxxx, XX (Anderson, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FRESCA, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx
Xxxxxxxx, XX (Anderson, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx
Xxxxxxxx, XX (Anderson, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx
Xxxxxxxx, XX (Anderson, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 11, 0000, xxxxxxx Xxxx-Xxxx Xxxxxxxx Xx. xx
Xxxxxxxx, XX (Anderson, SC) and The Coca-Cola Company
Master Bottle Contract, dated January 11, 1990, between Mid South Coca-Cola Bottling Company, Inc.
(Abbeville, SC) and The Coca-Cola Company
Allied Bottle Contract for SPRITE, dated January 11, 1990, between Mid South Coca-Cola Bottling Co.
(Abbeville, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for TAB, dated January 11, 1990, between Mid South Coca-Cola Bottling Co.
(Abbeville, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FANTA, dated January 11, 1990, between Mid South Coca-Cola Bottling Co.
(Abbeville, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 11, 1990, between Mid South Coca-Cola Bottling
Co. (Abbeville, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 11, 1990, between Mid South Coca-Cola
Bottling Co. (Abbeville, SC) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 11, 1990, between Mid South Coca-Cola
Bottling Co. (Abbeville, SC) and The Coca-Cola Company
Master Bottle Contract, dated August 28, 1987, between Fayetteville Coca-Cola Bottling Co. (Wilson,
NC) and The Coca-Cola Company
Letter renewal for FANTA, dated September 14, 2006, between PCCBP (Wilson, NC) and The Coca-Cola
Company
Letter renewal for FRESCA, dated September 14, 2006, between PCCBP (Wilson, NC) and The Coca-Cola
Company
Letter renewal for XXXXX YELLO, dated September 14, 2006, between PCCBP (Wilson, NC) and The
Coca-Cola Company
Letter renewal for MINUTE MAID, dated August 16, 1996, between PCCBP (Wilson, NC) and The Coca-Cola
Company
Letter renewal for SPRITE, dated September 14, 2006, between PCCBP (Wilson, NC) and The Coca-Cola
Company
Letter renewal for TAB, dated September 14, 2006, between PCCBP (Wilson, NC) and The Coca-Cola
Company
Master Bottle Contract, dated January 27, 1989, between Coca-Cola Bottling Co. of Tarboro, Inc.
(Tarboro, NC) and The Coca-Cola Company
Allied Bottle Contract for SPRITE, dated January 27, 1989, between Coca-Cola Bottling Co. of
Tarboro, Inc. (Tarboro, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for TAB, dated January 27, 1989, between Coca-Cola Bottling Co. of Tarboro,
Inc. (Tarboro, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for FANTA, dated January 27, 1989, between Coca-Cola Bottling Co. of
Tarboro, Inc. (Tarboro, NC) and The Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 27, 1989, between Coca-Cola Bottling Co. of
Tarboro, Inc. (Tarboro, NC) and The Coca-Cola Company (January 26, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 27, 1989, between Coca-Cola Bottling Co. of
Tarboro, Inc. (Tarboro, NC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Master Bottle Contract, dated July 1, 1989, between Fayetteville Coca-Cola Bottling Co. (Plymouth,
NC) and The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between PCCBP (Plymouth, NC) and The Coca-Cola
Company (May 2, 2011 renewal letter)
Allied Bottle Contract for SPRITE, dated July 1, 1989, between Fayetteville Coca-Cola Bottling Co.
(Plymouth, NC) and The Coca-Cola Company (June 30, 2008 renewal letter)
Allied Bottle Contract for TAB, dated July 1, 1989, between Fayetteville Coca-Cola Bottling Co.
(Plymouth, NC) and The Coca-Cola Company (June 30, 2008 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated July 1, 1989, between Fayetteville Coca-Cola Bottling
Co. (Plymouth, NC) and The Coca-Cola Company (June 30, 2008 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated July 1, 1989, between Fayetteville Coca-Cola Bottling
Co. (Plymouth, NC) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Sub-Bottler’s Contract, dated January 06, 1964, between Estate of X.X. Xxxxxxxx; Coastal Coca-Cola
Bottling Company (Xxxxxx, SC) and The Coca-Cola Company
Amendment to Marion, SC Sub-Bottler’s Contract, dated January 5, 1970
Amendment to Marion, SC Sub-Bottler’s Contract, dated April 1, 1975
Amendment to Marion, SC Sub-Bottler’s Contract, dated April 22, 1987
Letter renewal for FANTA, dated January 13, 2003, between PCCBP d/b/a Coastal CCBC (Marion, SC) and
The Coca-Cola Company
Contract for FRESCA, dated December 22, 1992, between The Coastal Coca-Cola Bottling Company
(Xxxxxx, SC) and The Coca-Cola Company (December 17, 2001 renewal letter)
Letter renewal for XXXXX YELLO, dated March 25, 1998, between PCCBP d/b/a Coastal CCBC (Marion, SC)
and The Coca-Cola Company
Letter renewal for MINUTE MAID, dated December 17, 1998, between PCCBP d/b/a Coastal CCBC (Marion,
SC) and The Coca-Cola Company
Letter renewal for Mr. PiBB, dated December 20, 1994, between PCCBP d/b/a Coastal CCBC (Marion, SC)
and The Coca-Cola Company
Letter renewal for SPRITE, dated January 13, 2003, between PCCBP d/b/a Coastal CCBC (Marion, SC)
and The Coca-Cola Company
Master Bottle Contract, dated January 1, 1993, between Eastern Carolina CCBC (Goldsboro, NC) and
The Coca-Cola Company
Allied Bottle Contract for FANTA, dated May 1, 2002, between PCCBP (Goldsboro, NC) and The
Coca-Cola Company (May 2, 2011 renewal letter)
Allied Bottle Contract for FRESCA, dated January 1, 1993, between Eastern Carolina CCBC (Goldsboro,
NC) and The Coca-Cola Company (December 18, 2002 renewal letter)
Allied Bottle Contract for SPRITE, dated January 1, 1993, between Eastern Carolina CCBC (Goldsboro,
NC) and The Coca-Cola Company (December 18, 2002 renewal letter)
Allied Bottle Contract for TAB, dated January 1, 1993, between Eastern Carolina CCBC (Goldsboro,
NC) and The Coca-Cola Company (December 18, 2002 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 1, 1993, between Eastern Carolina CCBC
(Goldsboro, NC) and The Coca-Cola Company (December 18, 2002 renewal letter)
Master Bottle Contract, dated January 11, 1990, between Hartwell Coca-Cola Bottling Company, Inc.
(Hartwell, GA) and The Coca-Cola Company
Allied Bottle Contract for SPRITE, dated January 11, 1990, between Hartwell Coca-Cola Bottling Co.
(Hartwell, GA) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for TAB, dated January 11, 1990, between Hartwell Coca-Cola Bottling Co.
(Hartwell, GA) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FANTA, dated January 11, 1990, between Hartwell Coca-Cola Bottling Co.
(Hartwell, GA) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for FRESCA, dated January 11, 1990, between Hartwell Coca-Cola Bottling Co.
(Hartwell, GA) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for Mr. PiBB, dated January 11, 1990, between Hartwell Coca-Cola Bottling
Co. (Hartwell, GA) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for XXXXX YELLO, dated January 11, 1990, between Hartwell Coca-Cola Bottling
Co. (Hartwell, GA) and The Coca-Cola Company (January 21, 1999 renewal letter)
Allied Bottle Contract for MINUTE MAID, dated January 11, 1990, between Hartwell Coca-Cola Bottling
Co. (Hartwell, GA) and The Coca-Cola Company
MINUTE MAID (CSD) termination letter form Xxxx Xxxx, dated September 8, 2008
Sub-Bottler’s Contract, dated September 9, 1937, between The Capital Coca-Cola Bottling Co. and
Xxxxxxx Coca-Cola Bottling Company (Sanford, NC)
Amendment to Sanford, NC Sub-Bottler’s Contract, dated January 4, 1973
Amendment to Sanford, NC Sub-Bottler’s Contract, dated April 1, 1974
Amendment to Sanford, NC Sub-Bottler’s Contract, dated January 1, 1979
Email Correspondence regarding royalty payment under the Sanford, NC Sub-Bottler’s Contract, dated
September 24, 2010
Sub-Bottler’s Contract, dated February 2, 1940, between Coca-Cola Bottling Works (Xxxxxx, Inc.) and
Xxxxxxx Coca-Cola Bottling Company, Inc. (Lexington, TN)
Amendment to Lexington, TN Sub-Bottler’s Contract, dated December 13, 1954
Sub-Bottler’s Contract, dated January 12, 1917, between Winston Coca-Cola Bottling Co.
(Winston-Salem, NC) and Mayodan Coca-Cola Bottling Co. (Greensboro, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Georgetown Coca-Cola Bottling Company (Georgetown, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and CCBC
of Wilmington, Inc. (Emporia, VA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and CCBC
of Wilmington, Inc. (Wilmington, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and CCBC
of Wilmington, Inc. (Weldon, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and CCBC
of Wilmington, Inc. (Rocky Mount, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and CCBC
of Wilmington, Inc. (Kelford, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Metrolina Bottling Co. (Charlotte, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Metrolina Bottling Co. (Pageland, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Metrolina Bottling Co. (Biscoe, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and COBC,
Inc. (Albany, GA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and COBC,
Inc. (Columbus, GA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and ECBC,
Inc. (Fayetteville, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and LYBC,
Inc. (Lynchburg, VA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and MOBC,
Inc. (Mobile, AL)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Jackson, TN)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Murfreesboro, TN)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Florence, AL)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Dickson, TN)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Columbia, TN)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Fayetteville, TN)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and NABC,
Inc. (Nashville, TN)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Coca-Cola Bottling Company of Nashville, LP (Laurel, MS)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and PCBC,
Inc. (Panama City, FL)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and ROBC,
Inc. (Roanoke, VA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and ROBC,
Inc. (Bristol, VA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and ROBC,
Inc. (Norton, VA)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and SUBC,
Inc. (Sumter, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and TOBC,
Inc. (Thomasville, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WCBC,
Inc. (N. Wilkesboro, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WCBC,
Inc. (Asheville, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Marlinton, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Charleston, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Huntington, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Elkins, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Beckley, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Clarksburg, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and WVBC,
Inc. (Bluefield, WV)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership d/b/a Columbia Coca-Cola Bottling Company (Columbia SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Greenwood, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola
Co. and Piedmont Coca-Cola Bottling Partnership d/b/a Hampton Coca-Cola Bottling Company (Hampton,
SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership d/b/a Charleston — Dorchester Coca-Cola Bottling Company
(Charleston, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership d/b/a Charleston — Dorchester Coca-Cola Bottling Company
(Summerville, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Anderson, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Abbeville, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Wilson, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Tarboro, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Plymouth, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership d/b/a Coastal Coca-Cola Bottling Company (Marion, SC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership d/b/a Eastern Carolina Coca-Cola Bottling Company, Inc.
(Goldsboro, NC)
DASANI Marketing and Distribution Agreement, dated 10/01/2000, between The Coca-Cola Co. and
Piedmont Coca-Cola Bottling Partnership (Hartwell, GA)
Consent Letter to Distribute Cumberland Gap Mountain Spring Water, dated October 23, 2006, between
The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated
POWERADE Marketing and Distribution Agreement, dated November 14, 1994, between Georgetown CCBC and
The Coca-Cola Company Georgetown, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between CCBC of Wilmington,
Inc. and The Coca-Cola Company (Emporia, VA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between CCBC of Wilmington,
Inc. and The Coca-Cola Company (Wilmington, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between CCBC of Wilmington,
Inc. and The Coca-Cola Company (Weldon, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between CCBC of Wilmington,
Inc. and The Coca-Cola Company (Rocky Mount, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between CCBC of Wilmington,
Inc. and The Coca-Cola Company (Kelford, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between Metrolina Bottling
Company and The Coca-Cola Company (Charlotte, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between Metrolina Bottling
Company and The Coca-Cola Company (Biscoe, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between Metrolina Bottling
Company and The Coca-Cola Company (Pageland, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between MOBC, Inc. and The
Coca-Cola Company (Mobile, AL)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Beckley, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Charleston, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Clarksburg, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Huntington, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Bluefield, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Elkins, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WVBC, Inc. and The
Coca-Cola Company (Marlinton, WV)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between ECBC, Inc. and The
Coca-Cola Company Fayetteville, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WCBC, Inc. and The
Coca-Cola Company (Asheville, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between WCBC, Inc. and The
Coca-Cola Company (N. Wilkesboro, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between NABC, Inc. and The
Coca-Cola Company (Nashville, TN)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between NABC, Inc. and The
Coca-Cola Company (Murfreesboro, TN)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between NABC, Inc. and The
Coca-Cola Company (Jackson, TN)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between NABC, Inc. and The
Coca-Cola Company (Columbia, TN)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between NABC, Inc. and The
Coca-Cola Company (Fayetteville, TN)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between Coca-Cola Bottling
Co. of Nashville, LP. And The Coca-Cola Company (Laurel, MS)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between NABC, Inc. and The
Coca-Cola Company (Dickson, TN)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCBC, Inc. and The
Coca-Cola Company (Panama City, FL)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between COBC, Inc. and The
Coca-Cola Company (Columbus, GA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between COBC, Inc. and The
Coca-Cola Company (Albany, GA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between ROBC, Inc. and The
Coca-Cola Company (Roanoke, VA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between ROBC, Inc. and The
Coca-Cola Company (Bristol, VA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between ROBC, Inc. and The
Coca-Cola Company (Norton, VA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Hartwell, GA)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Goldsboro, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Plymouth, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Tarboro, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Wilson, NC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Abbeville, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Anderson, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Charleston, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Columbia, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Greenwood, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Hampton, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Marion, SC)
POWERADE Marketing and Distribution Agreement, dated November 30, 1994, between PCCBP and The
Coca-Cola Company (Summerville, SC)
POWERADE Marketing and Distribution Agreement, dated January 29, 1997, between TOBC, Inc. and The
Coca-Cola Company (Thomasville, NC)
POWERADE Marketing and Distribution Agreement, dated January 21, 1998, between NABC, Inc. and The
Coca-Cola Company (Florence, AL)
POWERADE Marketing and Distribution Agreement, dated October 29, 1999, between LYBC, Inc. and The
Coca-Cola Company (Lynchburg, VA)
POWERADE Marketing and Distribution Agreement, dated May 28, 1999, between SUBC, Inc. and The
Coca-Cola Company (Sumter, SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Hartwell, GA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership d/b/a Eastern Carolina CCB Co.
(Goldsboro)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Plymouth, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Tarboro, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Wilson, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Abbeville, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Anderson, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership d/b/a Charleston-Dorchester (Charleston,
SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership d/b/a Columbia Coca-Cola Bottling Co.
(Columbia, SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership (Greenwood, SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership d/b/a Hampton Coca-Cola Bottling Co.
(Hampton, SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership d/b/a The Coastal Coca-Cola Bottling Co.
(Marion, SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated Dec. 1, 1997, between The
Coca-Cola Co. and Piedmont Coca-Cola Bottling Partnership d/b/a Charleston-Dorchester (Summerville,
SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and CCBC of Wilmington, Inc. (Emporia, VA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and CCBC of Wilmington, Inc. (Wilmington, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and CCBC of Wilmington, Inc. (Weldon, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and CCBC of Wilmington, Inc. (Rocky Mount, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and CCBC of Wilmington, Inc. (Kelford, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and Metrolina Bottling Co. (Charlotte, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and Metrolina Bottling Co. (Biscoe, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and Metrolina Bottling Co. (Pageland, SC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and COBC, Inc. (Columbus, GA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and COBC, Inc. (Albany, GA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and ECBC, Inc. (Fayetteville, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and MOBC, Inc. (Mobile, AL)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and NABC, Inc. (Columbia, TN)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and NABC, Inc. (Dickson, TN)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and NABC, Inc. (Fayetteville, TN)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and NABC, Inc. (Jackson, TN)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and NABC, Inc. (Murfreesboro, TN)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and NABC, Inc. (Nashville, TN)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated September 11, 2001, between The
Coca-Cola Co. and NABC, Inc. (Florence AL)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and Coca-Cola Bottling Co of Nashville, L.P. (Laurel, MS)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and PCBC, Inc. (Panama City, FL)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and ROBC, Inc. (Bristol, VA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and ROBC, Inc. (Norton, VA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and ROBC, Inc. (Roanoke, VA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and TOBC, Inc. (Thomasville, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WCBC, Inc. (Asheville, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WCBC, Inc. (N. Wilkesboro, NC)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Beckley, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Bluefield, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Charleston, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Clarksburg, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Elkins, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Huntington, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated August 1, 1997, between The
Coca-Cola Co. and WVBC, Inc. (Marlinton, WV)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated October 29, 1999, between The
Coca-Cola Co. and LYBC, Inc. (Lynchburg, VA)
MINUTE MAID (non-carb) Marketing and Distribution Agreement, dated May 28, 1999, between The
Coca-Cola Co. and SUBC, Inc. (Sumter, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Georgetown, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
CCBC of Wilmington, Inc. (Emporia, VA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
CCBC of Wilmington, Inc. (Wilmington, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
CCBC of Wilmington, Inc. (Weldon, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
CCBC of Wilmington, Inc. (Rocky Mount, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
CCBC of Wilmington, Inc. (Kelford, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Charlotte, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Pageland, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Biscoe, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Albany, GA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Columbus, GA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Fayetteville, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Lynchburg, VA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Mobile, AL)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Jackson, TN)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Murfreesboro, TN)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Florence, AL)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Dickson, TN)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Columbia, TN)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Fayetteville, TN)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Nashville, TN)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Laurel, MS)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Panama City, FL)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Roanoke, VA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Bristol, VA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Norton, VA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Sumter, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Thomasville, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (N. Wilkesboro, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Asheville, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Marlinton, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Charleston, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Huntington, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Elkins, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Beckley, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Clarksburg, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Bluefield, WV)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP d/b/a Columbia CCBC (Columbia, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Greenwood, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP d/b/a Hampton CCBC (Hampton, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP d/b/a Charleston-Dorchester CCBC (Charleston, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP d/b/a Charleston-Dorchester CCBC (Summerville, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Anderson, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Abbeville, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Wilson, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Tarboro, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Plymouth, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP d/b/a Coastal CCBC (Marion, SC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP d/b/a Eastern Carolina CCBC (Goldsboro, NC)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
PCCBP (Hartwell, GA)
MINUTE MAID (Cold Fill) Bottler Contract, dated May 27, 2004, between The Coca-Cola Company and
Coca-Cola Bottling Co. Consolidated (Reidsville, NC)
NESTEA (1997) Marketing and Distribution Agreement, dated May 28, 1999, between SUBC, Inc. (Sumter,
SC) and Coca-Cola Nestle’ Refreshments Company, USA
NESTEA (1997) Marketing and Distribution Agreement, dated October 29, 1999, between LYBC, Inc.
(Lynchburg, VA) and Coca-Cola Nestle’ Refreshments Company, USA
NESTEA Marketing and Distribution Agreement termination letter, dated May 8, 2007 (Sumter, SC and
Lynchburg, VA territories)
Barq’s Bottler’s Agreement, dated March 22, 1994, between Metrolina Bottling Company and Barq’s,
Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between MOBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between WVBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between ECBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between WCBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between NABC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between PCBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between COBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between ROBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated March 22, 1994, between Piedmont Coca-Cola Bottling Partnership
and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated October 29, 1999, between LYBC, Inc. and Barq’s, Inc.
Barq’s Bottler’s Agreement, dated May 28, 1999, between SUBC, Inc. and Barq’s, Inc.
Dr Pepper Bottler’s License Agreement (No. 512-I), dated January 1, 1980, between Coca-Cola
Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Charlotte and Dr Pepper Company
Sugar Free Dr Pepper Bottler’s License Agreement (No. 512-I), dated January 1, 1980, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Charlotte and Dr Pepper
Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 512-I), dated January 1, 1980, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Charlotte and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (No. 583-I), dated January 1, 1980, between Coca-Cola
Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Raleigh and Dr Pepper Company
Sugar Free Dr Pepper Bottler’s License Agreement (No. 583-I), dated January 1, 1980, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Raleigh and Dr Pepper
Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 583-I), dated January 1, 1980, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Raleigh and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (No. 1002-B), dated January 1, 1980, between Coca-Cola
Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Burlington and Dr Pepper Company
Sugar Free Dr Pepper Bottler’s License Agreement (No. 1002-B), dated January 1, 1980, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Burlington and Dr Pepper
Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 1002-B), dated January 1, 1980, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Burlington and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (No. 1001-A), dated January 31, 1990, between Biscoe
Coca-Cola Bottling Company, Inc. d/b/a Dr Pepper Bottling Company of Biscoe and Dr Pepper Company
Diet Dr Pepper Bottler’s License Agreement (No. 1001-A), dated January 31, 1990, between Biscoe
Coca-Cola Bottling Company, Inc. d/b/a Dr Pepper Bottling Company of Biscoe and Dr Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 1001-A), dated January 31, 1990, between
Biscoe Coca-Cola Bottling Company, Inc. d/b/a Dr Pepper Bottling Company of Biscoe and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (No. 246-F), dated December 18, 1987, between Coca-Cola
Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Mobile and Dr Pepper Company
(including February 15, 1985 “Addendum”)
Diet Dr Pepper Bottler’s License Agreement (No. 246-F), dated December 18, 1987, between Coca-Cola
Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Mobile and Dr Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 246-F), dated December 18, 1987, between
Coca-Cola Bottling Co. Consolidated d/b/a Dr Pepper Bottling Company of Mobile and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (No. 557-L), dated February 12, 1993, between The Coca-Cola
Bottling Company of West Virginia and Dr Pepper Company
Diet Dr Pepper Bottler’s License Agreement (No. 557-L), dated February 12, 1993, between The
Coca-Cola Company of West Virginia and Dr Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 557-L), dated February 12, 1993, between
The Company of West Virginia and Dr Pepper Company
Dr Pepper Bottler’s License Agreement (No. 740-I), dated February 12, 1993, between Coca-Cola
Bottling Works of Columbia, TN d/b/a/ Tygart Valley Coca-Cola Bottling Company d/b/a Dr Pepper
Bottling Company of Elkins, WV and Dr Pepper Company
Diet Dr Pepper Bottler’s License Agreement (No. 740-I), dated February 12, 1993, between Coca-Cola
Bottling Works of Columbia, TN d/b/a/ Tygart Valley Coca-Cola Bottling Company d/b/a Dr Pepper
Bottling Company of Columbia, TN and Dr Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 740-I), dated February 12, 1993, between
Coca-Cola Bottling Works of Columbia, TN d/b/a Tygart Valley Coca-Cola Bottling Company d/b/a Dr
Pepper Bottling Company of Elkins, WV and Dr Pepper Company
Dr. Pepper Bottler’s License Agreement (639-G), dated July 2, 1993, between Fayetteville Coca-Cola
Bottling Company d/b/a Dr. Pepper Bottling Company of Fayetteville, NC and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (639-G), dated July 2, 1993 between Fayetteville
Coca-Cola Bottling Company d/b/a Dr. Pepper Bottling Company of Fayetteville, NC and Dr. Pepper
Company
Dr. Pepper Bottler’s Canned Products License Agreement (639-G), dated July 2, 1993, between
Fayetteville Coca-Cola Bottling Company d/b/a Dr. Pepper Bottling Company of Fayetteville, NC and
Dr. Pepper Company
Dr Pepper Bottler’s License Agreement (No. 375-G), dated March 28, 1986, between Nashville and Dr
Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (375-G), dated March 28, 1986, between Nashville and
Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement, dated March 28, 1986, between Nashville and
Dr. Pepper Company
Dr Pepper Bottler’s License Agreement (No. 1064-A), dated January 15, 1990, between Coca-Cola
Bottling Works of Murfreesboro d/b/a Dr Pepper Bottling Company of Murfreesboro and Dr Pepper
Company
Diet Dr Pepper Bottler’s License Agreement (No. 1064-A), dated January 15, 1990, between Coca-Cola
Bottling Works of Murfreesboro d/b/a Dr Pepper Bottling Company of Murfreesboro and Dr Pepper
Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 1064-A), dated January 15, 1990, between
Coca-Cola Bottling Works of Murfreesboro d/b/a Dr Pepper Bottling Company of Murfreesboro and Dr
Pepper Company
Dr Pepper Bottler’s License Agreement (No. 531-E), dated March 29, 1991, between Coca-Cola Bottling
Company of Jackson, Inc. d/b/a Dr Pepper Bottling Company of Jackson and Dr Pepper Company
Amendment to Dr Pepper Bottler’s License Agreement No. 531-E, dated April 1, 1999
Diet Dr Pepper Bottler’s License Agreement (No. 531-E), dated March 29, 1991, between Coca-Cola
Bottling Company of Jackson, Inc. d/b/a Dr Pepper Bottling Company of Jackson and Dr Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 531-E), dated March 29, 1991, between
Coca-Cola Bottling Company of Jackson, Inc. d/b/a Dr Pepper Bottling Company of Jackson and Dr
Pepper Company
Dr Pepper Bottler’s License Agreement (No. 496-E), dated September 5, 1973, between Coca-Cola
Bottling Works of Columbia, TN d/b/a Dr Pepper Bottling Company of Columbia, TN and Dr Pepper
Company
Sugar Free Dr Pepper Bottler’s License Agreement (No. 496-E), dated September 5, 1973, between
Coca-Cola Bottling Works of Columbia, TN d/b/a Dr Pepper Bottling Company of Columbia, TN and Dr
Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 496-E), dated September 5, 1973, between
Coca-Cola Bottling Works of Columbia, TN d/b/a Dr Pepper Bottling Company of Columbia, TN and Dr
Pepper Company
Dr Pepper Bottler’s License Agreement (No. 906-A), dated April 1, 1968, between Dickson Coca-Cola
Bottling Company d/b/a Dr Pepper Bottling Company of Dickson, TN and Dr Pepper Company
Sugar Free Dr Pepper Bottler’s License Agreement (No. 906-A), dated February 23, 1972, between
Dickson Coca-Cola Bottling Company d/b/a Dr Pepper Bottling Company of Dickson, TN and Dr Pepper
Company
Dr Pepper Bottler’s Canned Products License Agreement (No. 906-A), dated September 3, 1980, between
Dickson Coca-Cola Bottling Company d/b/a Dr Pepper Bottling Company of Dickson, TN and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (No. 424-I), dated May 24, 1993, between Columbus Coca-Cola
Bottling Company d/b/a Dr Pepper Bottling Company of Columbus and Dr Pepper Company
Diet Free Dr Pepper Bottler’s License Agreement (No. 424-I), dated May 24, 1993, between Columbus
Coca-Cola Bottling Company d/b/a Dr Pepper Bottling Company of Columbus and Dr Pepper Company
Caffeine Free Dr Pepper Bottler’s License Agreement (No. 424-I), dated May 24, 1993, between
Columbus Coca-Cola Bottling Company d/b/a Dr Pepper Bottling Company of Columbus and Dr Pepper
Company
Dr Pepper Bottler’s License Agreement (392-H), dated January 22, 1998, between NABC, Inc d/b/a Dr
Pepper Bottling Company of Florence and Dr Pepper Company
Diet Dr Pepper Bottler’s License Agreement (392-H), dated January 22, 1998, between NABC, Inc d/b/a
Dr Pepper Bottling Company of Florence and Dr Pepper Company
Dr Pepper Bottler’s Canned Products License Agreement (392-H), dated January 22, 1998, between
NABC, Inc d/b/a Dr Pepper Bottling Company of Florence and Dr Pepper Company
Dr. Pepper Bottler’s License Agreement (1060-B), dated 7/2/93, between Palmetto BCCC Ventures, Inc.
and CCCB Investments d/b/a Dr Pepper Bottling Company of Goldsboro and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (1060-B), dated 7/2/93, between Palmetto BCCC Ventures,
Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Goldsboro and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (1060-B), dated 7/2/93, between Palmetto
BCCC Ventures, Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Goldsboro and Dr.
Pepper Company
Dr. Pepper Bottler’s License Agreement (663-I), dated 7/2/93, between Palmetto BCCC Ventures, Inc.
and CCCB Investments d/b/a Dr Pepper Bottling Company of Wilson, NC and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (663-I), dated 7/2/93, between Palmetto BCCC Ventures,
Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Wilson, NC and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (663-I), dated 7/2/93, between Palmetto BCCC
Ventures, Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Wilson, NC and Dr. Pepper
Company
Dr. Pepper Bottler’s License Agreement (1062-C), dated 7/2/93, between Palmetto BCCC Ventures, Inc.
and CCCB Investments d/b/a Dr Pepper Bottling Company of Plymouth, NC and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (1062-C), dated 7/2/93, between Palmetto BCCC Ventures,
Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Plymouth, NC and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (1062-C), dated 7/2/93, between Palmetto
BCCC Ventures, Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Plymouth, NC and Dr.
Pepper Company
Dr. Pepper Bottler’s License Agreement (513-B), dated 7/2/93, between Palmetto BCCC Ventures, Inc.
and CCCB Investments d/b/a Dr Pepper Bottling Company of Greenville, SC and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (513-B), dated 7/2/93, between Palmetto BCCC Ventures,
Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Greenville, SC and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (513-B), dated 7/2/93, between Palmetto BCCC
Ventures, Inc. and CCCB Investments d/b/a Dr Pepper Bottling Company of Greenville, SC and Dr.
Pepper Company
Dr. Pepper Bottler’s License Agreement (911-A), dated 12/1/93, between Panama City Coca-Cola
Company d/b/a Dr Pepper Bottling Company of Quincy, FL and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (911-A), dated 12/1/93, between Panama City Coca-Cola
Company d/b/a Dr Pepper Bottling Company of Quincy, FL and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (911-A), dated 12/1/93, between Panama City
Coca-Cola Company d/b/a Dr Pepper Bottling Company of Quincy, FL and Dr. Pepper Company
Dr. Pepper Bottler’s License Agreement (750-D), dated 11/18/93, between CCBC of Wilmington, Inc.
d/b/a Dr Pepper Bottling Company of New Bern, NC and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (750-D), dated 11/18/93, between CCBC of Wilmington,
Inc. d/b/a Dr Pepper Bottling Company of New Bern, NC and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (750-D), dated 11/18/93, between CCBC of
Wilmington, Inc. d/b/a Dr Pepper Bottling Company of New Bern, NC and Dr. Pepper Company
Dr. Pepper Bottler’s License Agreement (1065-B), dated 11/18/93, between CCBC of Wilmington, Inc.
d/b/a Dr Pepper Bottling Company of Rocky Mount and Dr. Pepper Company
Diet Dr. Pepper Bottler’s License Agreement (1065-B), dated 11/18/93, between CCBC of Wilmington,
Inc. d/b/a Dr Pepper Bottling Company of Rocky Mount and Dr. Pepper Company
Dr. Pepper Bottler’s Canned Products License Agreement (1065-B), dated 11/18/93, between CCBC of
Wilmington, Inc. d/b/a Dr Pepper Bottling Company of Rocky Mount and Dr. Pepper Company
Sun-drop License Agreement, dated September 9, 1992, between Fayetteville Coca-Cola Bottling
Company and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated September 9, 1992, between Fayetteville Coca-Cola
Bottling Company and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment No. 2 to Sun-drop License Agreement, dated September 9, 1992, between Fayetteville
Coca-Cola Bottling Company and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated April 24, 1995, between Fayetteville Coca-Cola
Bottling Company and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Sun-drop License Agreement, dated September 9, 1992, between Coca-Cola Bottling Co. Affiliated,
Inc. and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated April 12, 1995, between Coca-Cola Bottling Co.
Affiliated, Inc. and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Sun-drop License Agreement, dated July 1, 1993, between Piedmont Coca-Cola Bottling Partnership and
Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated July 1, 1993, between Piedmont Coca-Cola Bottling
Partnership and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated March 15, 1999, between Piedmont Coca-Cola Bottling
Partnership and Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Sun-drop License Agreement, dated July 1, 1993, between CCBC of Wilmington, Inc. and Sun-drop
U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated July 1, 1993, between CCBC of Wilmington, Inc. and
Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
Amendment to Sun-drop License Agreement, dated March 15, 1999, between CCBC of Wilmington, Inc. and
Sun-drop U.S.A. a division of Cadbury Beverages, Inc.
SEAGRAM Soft Drink Trademark License and Bottling Agreement, dated September 1, 1988, between
Coca-Cola Bottling Co. Consolidated and Joseph E. Seagram & Sons, Inc./Premium Beverages, Inc.
Amendment to Seagram’s Soft Drink Trademark License and Bottling Agreement, dated January 20,1992
Amendment to Seagram’s Soft Drink Trademark License and Bottling Agreement, dated December 22, 2010
ROCKSTAR Distribution Agreement, dated August 16, 2004, between Coca-Cola Bottling Co. Consolidated
and ROCKSTAR, Inc.
Letter amending ROCKSTAR Distribution Agreement, dated May 31, 2005, between Coca-Cola Bottling Co.
Consolidated and ROCKSTAR, Inc.
ROCKSTAR Distribution Agreement termination letter, dated March 29, 2007
Campbell’s Interim Subdistribution Authorization letter between The Coca-Cola Company, Coca-Cola
North American Division, and Coca-Cola Bottling Co. Consolidated, CCBCC Operations, LLC, Piedmont
Coca-Cola Bottling Partnership and CCBC of Wilmington, Inc., dated August 30, 2007
Purchase Agreement for Campbell’s and V8 Brand Beverages between Campbell Soup Company (“Seller”)
and Coca-Cola Bottling Co. Consolidated and its affiliates (“Buyer”), dated August 30, 2007
glaceau Distribution Agreement between Energy Brands, Inc. (“Supplier”) and Coca-Cola Bottling Co.
Consolidated, et. al.(“Distributor”), dated November 1, 2007
Monster Energy Distribution Agreement (the “Agreement”) between Hansen Beverage Company and CCBCC
Operations, LLC, effective October 27, 2008
Exclusive Product Distribution Agreement for Provita, dated July 23, 2010, between Provita USA,LLC
(“Provita”) and Coca-Cola Bottling Co. Consolidated (“CCBCC”)
Manufacturing and Distribution License Agreement, dated April 1, 2006, between Cinnabon, Inc. and
Beverage Plus, Inc.
Cinnabon Manufacturing and Distribution License Agreement termination letter, dated March 17, 2010
Relationship Transition Agreement, dated April 1, 2006, between Cinnabon, Inc.; Brian-Twist, Inc.
and Beverage Plus, Inc.
Consideration Agreement, dated April 1, 2006, between Brain-Twist, Inc. and Beverage Plus, Inc.
Amendment No. 1 to the Consideration Agreement, dated June 5, 2008
Manufacturing Agreement, dated May 8, 2006, between O-AT-KA Milk Products Cooperative, Inc. and BYB
Brands, Inc.
Agreement and Consent, dated January 4, 2007, between O-AT-KA Milk Products Cooperative, Inc. and
BYB Brands, Inc.
First Amendment to O-AT-KA Manufacturing Agreement, dated February 12, 2007
Manufacturing and Bottling Agreement, dated September 25, 2006, between BYB Brands, Inc. and Union
Beverage Packers, LLC
Distribution Agreement, dated January 1, 2007, between SPIKE Beverage, LLC and BYB Brands, Inc.
Distribution Agreement, dated January 2, 2007, between Cadbury Schweppes Bottling Group, Inc. and
BYB Brands, Inc.
Distribution Agreement, dated January 10, 2007, between Snapple Distributors, Inc. and BYB Brands,
Inc.
Product Supply Agreement, dated January 19, 2007, between Beverage House, Inc. and BYB Brands, Inc.
Concentrate Kit Supply Agreement, dated May 8, 2007, between Beverage House, Inc. and BYB Brands,
Inc.
Amended and Restated Beverage House Product Supply Agreement, dated November 21, 2007
Amended and Restated Beverage House Concentrate Kit Supply Agreement, dated November 21, 2007
Escrow Agreement, dated November 21, 2007, between Beverage House, Inc. and BYB Brands, Inc.
Distribution Agreement, dated February 1, 2007, between J.J. Taylor Distributing Florida, Inc. and
BYB Brands, Inc.
Product Supply Agreement, dated January 19, 2007, between Allen Flavors, Inc. and BYB Brands, Inc.
Amended and Restated Allen Flavors Product Supply Agreement, dated January 1, 2008
Escrow Agreement, dated January 1, 2008, between Allen Flavors, Inc. and BYB Brands, Inc.
Amendment No. 1 to the Amended and Restated Allen Flavors Product Supply Agreement, dated June 9,
2008
Letter Amendment to the Allen Flavors Product Supply Agreement, dated November 10, 2009
Bean and body Canning Agreement, dated July 2, 2011, between Berner food and Beverage, Inc. and BYB
Brands, Inc.
Contract Manufacturing Agreement, dated August 1, 2010, between Coca-Cola Enterprises, Inc. and BYB
Brands, Inc.
Contract Manufacturing and Packaging Agreement, dated July 9, 2007, between Nor-Cal Beverage Co.,
Inc. and BYB Brands, Inc.
Contract
Manufacturing and Packaging Agreement, dated October 27, 2008, between Temple Bottling
Company and BYB Brands, Inc.
Contract Manufacturing and Packaging Agreement, dated December 21, 2009, between Coca-Cola Bottling
Co. of Northern New England, Inc. and BYB Brands, Inc.
Contract Manufacturing and Packaging Agreement, dated July 9, 2007, between NorCal Beverage Co.,
Inc. and BYB Brands, Inc.
Exclusive Product Distribution Agreement for Tum-E Yummies, dated December 7, 2009, between CCBCC
Operations, LLC and BYB Brands, Inc.
Distribution Agreement for Tum-E Yummies, dated January 14, 2008, between North America Duty Free,
Inc. and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated October 24, 2008, between
Swire Coca-Cola USA and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated October 28, 2008, between
Great Plains Coca-Cola Bottling Co. and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated November 4, 2008, between
Rock Hill Coca-Cola bottling Co. and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated November 24, 2008, between
Western Kentucky Coca-Cola Bottling Co. and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated December 4, 2008, between
Douglas County Bottling Co. and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated December 16, 2008, between
Ada Coca-Cola Bottling Co. and BYB Brands, Inc.
Non-Exclusive Product Distribution Agreement for Tum-E Yummies, dated January 7, 2009, between
United Bottling Contracts Co., LLC and BYB Brands, Inc.
Product Distribution Agreement for Tum-E Yummies, dated November 20, 2009, between Coca-Cola
Enterprises, Inc. and BYB Brands, Inc.
Exclusive Product Distribution Agreement for Tum-E Yummies, dated April 15, 2010, between Coca-Cola
Bottling Co. of Northern New England, Inc. and BYB Brands, Inc.
Distribution Agreement for Country Breeze teas, dated March 25, 2007, between CCBCC Operations, LLC
and BYB Brands, Inc.
Exclusive Distributorship Agreement, dated April 12, 2011, between Fast Forward Energy, Inc. d/b/a
Bean & Body and Earthstrong, Ltd.
Distributor Agreement, dated May 15, 2011, between BYB Brands, Inc. and Trent Beverage Company
Exclusive Product Distribution Agreement for Provita Energy, dated July 23, 2010, between CCBCC
Operations, LLC and Provita USA, LLC
SCHEDULE VI
Permitted Investments
Investments in the following entities are permitted pursuant to Sections 5.01(m)(i) and
5.01(m)(ii):
CCBC of Wilmington, Inc.
CCBCC Operations, LLC
CCBCC, Inc.
Chesapeake Treatment Company, LLC
Coca-Cola Bottlers’ Sales & Services Company, LLC
Coca-Cola Ventures, Inc.
Consolidated Beverage Co.
Consolidated Real Estate Group, LLC
Data Ventures, Inc.
Heath Oil Co., Inc.
Piedmont Coca-Cola Bottling Partnership
South Atlantic Canners, Inc.
Southeastern Container, Inc.
Tennessee Soft Drink Production Company
TXN, Inc.
BYB Brands, Inc.
Swift Water Logistics, Inc.
Data Ventures Europe, BV
Equipment Reutilization Solutions, LLC
Fast Forward Energy, Inc.
Red Classic Services, LLC
Red Classic Equipment, LLC
Red Classic Transportation Services, LLC
Red Classic Transit, LLC
Red Classic Contractor, LLC
SCHEDULE VII
Contingent Obligations
1. Amended and Restated Guaranty Agreement, effective as of July 15, 1993, made by the
Borrower and each of the other guarantor parties thereto in favor of Trust Company Bank, Teachers
Insurance and Annuity Association of America. Pursuant to this guaranty agreement, the Borrower
has Existing Contingent Obligations with respect to the Senior Secured Notes (and any refinancing
thereof) and the revolving line of credit of Southeastern Container, Inc.
2. Amended and Restated Guaranty Agreement, dated as of May 18, 2000, made by the Borrower in
favor of Wachovia Bank of North Carolina, N.A. Pursuant to this guaranty agreement, the Borrower
has Existing Contingent Obligations with respect to the term loan and line of credit of South
Atlantic Canners, Inc.
3. Guaranty Agreement, dated as of December 1, 2001, made by the Borrower in favor of Wachovia
Bank, N.A. Pursuant to the guaranty agreement, the Borrower has Existing Contingent Obligations
with respect to an irrevocable letter of credit issued by Wachovia Bank, N.A. in favor of South
Atlantic Canners, Inc.
SCHEDULE VIII
Permitted Subsidiary Indebtedness
1. Lease Agreement, dated as of December 18, 2006, between the CCBCC Operations, LLC and
Beacon Investment Corporation, related to the Borrower’s corporate headquarters and an adjacent
office building in Charlotte, North Carolina.
2. Lease Agreement, dated as of December 15, 2000, between the Borrower and Harrison Limited
Partnership One, related to the Snyder Production Center in Charlotte, North Carolina and a
distribution center adjacent thereto. The Borrower reserves the right to assign this lease to a
Subsidiary.
3. Letter of Credit Agreement between Data Ventures Europe, BV, an indirect wholly-owned Subsidiary
of the Borrower, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank
International”, New York Branch, or an affiliate thereof, for up to 1,000,000 Euros.
EXHIBIT A
NOTICE OF BORROWING
JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders parties
to the Credit Agreement
referred to below
10 South Dearborn, 7th Floor
Chicago, Illinois 60603
Attention: Darren Cunningham
[Date]
Ladies and Gentlemen:
The undersigned, Coca-Cola Bottling Co. Consolidated (the “Borrower”), refers to the
Credit Agreement, dated as of September 21, 2011 (as from time to time amended, the “Credit
Agreement”, the terms defined therein being used herein as therein defined), among the
undersigned, certain Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit
Agreement that the undersigned hereby requests a Borrowing (the “Proposed Borrowing”) under
the Credit Agreement, and in that connection sets forth below the information relating to such
Borrowing as required by Section 2.02(a) of the Credit Agreement:
(i) The Business Day of the Proposed Borrowing is ___________ __, ____.
(ii) The Type of Advances initially comprising the Proposed Borrowing is [Base Rate
Advances] [Eurodollar Rate Advances].
(iii) The amount of the Proposed Borrowing is $__________.
Exhibit A-1
[(iv) The initial Interest Period for each Advance made as part of the Proposed
Borrowing is ______ month[s]]1.
The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Borrowing:
(a) the representations and warranties contained in Section 4.01 of the Credit
Agreement (excluding, in the case of a Borrowing after the initial Borrowing, the Excluded
Representations) are correct in all material respects, before and after giving effect to the
Proposed Borrowing and to the application of the proceeds therefrom, as though made on and
as of such date (unless expressly stated to relate to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such
earlier date);
(b) no event has occurred and is continuing, or would result from such Proposed
Borrowing or from the application of the proceeds therefrom, which constitutes an Event of
Default or a Default.
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Very truly yours,
COCA-COLA BOTTLING CO. CONSOLIDATED
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For Eurodollar Rate Advances only. |
Exhibit A-2
EXHIBIT B
ASSIGNMENT AND ACCEPTANCE
Dated ____________ __, _____
Reference is made to the Credit Agreement dated as of September 21, 2011 (as from time to time
amended, the “Credit Agreement”) among Coca-Cola Bottling Co. Consolidated, a Delaware
corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement) and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).
Terms defined in the Credit Agreement are used herein with the same meaning.
_____________ (the “Assignor”) and _____________ (the “Assignee”) agree as
follows:
1. Effective on the Effective Date (as defined below), and subject to payment to the Assignor
specified in Schedule 1, the Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s
rights and obligations under the Credit Agreement as of the date hereof which represents the
percentage interest specified on Schedule 1 of all outstanding rights and obligations under the
Credit Agreement, including, without limitation, such interest in the Assignor’s Revolving Credit
Revolving Credit Commitment and the Advances owing to the Assignor. After giving effect to such
sale and assignment, the Assignee’s Revolving Credit Commitment and the amount of the Advances
owing to the Assignee will be as set forth in Schedule 1.
2. Effective on the Effective Date, Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 4.01 thereof and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an
Eligible Assignee; (iv) appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers under the Credit Agreement as are
delegated to the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Credit Agreement are required to be performed by it as
a Lender; [and] (vi) specifies as its Domestic Lending Office (and address for notices) and
Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and
(vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee’s status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the Credit Agreement or
Exhibit B-1
such other documents as are necessary to indicate that all such payments are subject to such
rates at a rate reduced by an applicable tax treaty].1
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee
and the consent of the Borrower, it will be delivered to the Administrative Agent for acceptance
and recording by the Administrative Agent. The Effective Date of this Assignment and Acceptance
shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on
Schedule 1 hereto (the “Effective Date”).
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the
Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in
respect of the interest assigned hereby (including, without limitation, all payments of principal,
interest, Letter of Credit fees and Facility Fee with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement
for periods prior to the Effective Date directly between themselves.
7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the
law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the date first above
written, such execution being made on Schedule 1 hereto.
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If the Assignee is organized under the laws
of a jurisdiction outside the United States. |
Exhibit B-2
SCHEDULE 1
to
ASSIGNMENT AND ACCEPTANCE
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Percentage assigned to Assignee |
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Assignee’s Revolving Credit Commitment |
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Aggregate outstanding principal
amount of Advances assigned |
$ |
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Consideration payable by
Assignee to Assignor |
$ |
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Effective Date (if other than
date of acceptance by
Administrative
Agent)* |
__________ __, _____ |
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[NAME OF ASSIGNOR], as Assignor
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This date should be no earlier than the date
of acceptance by the Administrative Agent. |
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[NAME OF ASSIGNEE], as Assignee |
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Domestic Lending Office: |
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Eurodollar Lending Office: |
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Accepted this ____ day
of _______, _____
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JPMORGAN CHASE BANK, N.A., as
Administrative Agent |
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CONSENTED TO: |
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COCA-COLA BOTTLING CO. CONSOLIDATED |
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EXHIBIT C
FORM OF OPINION OF SPECIAL COUNSEL TO THE BORROWER
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September 21, 2011 |
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Moore & Van Allen PLLC |
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Attorneys at Law |
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JPMorgan Chase Bank, N.A., as Agent (as defined below) |
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10 South Dearborn Street
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Suite 4700 |
Chicago, Illinois 60603
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100 North Tryon Street |
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Charlotte, NC 28202-4003 |
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T 704 331 1000 |
The Lenders identified on Schedule I attached hereto
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F 704 331 1159 |
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xxx.xxxxxx.xxx |
Re: Credit Agreement
Ladies and Gentlemen:
We have acted as counsel to Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the
“Borrower”), in connection with that certain Credit Agreement (the “Credit
Agreement”) dated as of the date hereof, among the Borrower, the lenders named therein (the
“Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the
“Agent”). This opinion letter is delivered to you pursuant to Section 3.01(d) of the
Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement.
In rendering this opinion, we have examined the following documents (items (a) and (b) below
are referred to as the “Loan Documents”), all dated the date hereof unless otherwise
indicated:
(a) the Credit Agreement; and
(b) the Notes.
We have also examined the originals, or copies certified or otherwise identified to our
satisfaction, of such other records of the Borrower, certificates of public officials, officers
of the Borrower, and other persons, and agreements, instruments and other documents, and have
made such other investigation, as we have deemed necessary as a basis for the opinions expressed
below. As to various questions of fact material to our opinion, we have relied upon, and assumed
without independent investigation the accuracy of, the representations made by the parties to the
Loan Documents (other than those which are expressed as our opinions).
In rendering the opinions expressed herein, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed or photostatic copies and the
authenticity of the originals of such copies. For the purposes of the opinions hereinafter
expressed, we have further assumed (i) the legal capacity of all natural persons executing any
Loan Document; (ii) other than fee letters, that there is no oral or written statement or
agreement, course of performance, course of dealing or usage of trade that modifies, amends or
varies any of the terms of any Loan Document; (iii) that as to factual matters any certificate,
representation or other document upon which we have relied and which was given or dated earlier
than the date of this letter, continues to remain accurate, insofar as relevant to the opinions
contained herein, from such earlier date through and including the date hereof; (iv) that there
has been no mutual mistake of fact, or misrepresentation, fraud or deceit in connection with the
execution, delivery, performance under, or transactions contemplated by, the Loan Documents; (v)
due authorization, execution and delivery of the Loan Documents by all parties thereto other than
the Borrower, and that each such Loan Document is valid, binding and enforceable against all
parties thereto other than the Borrower; (vi) that each of the parties to the Loan Documents
other than the Borrower has the power and authority to execute and deliver the Loan
Charlotte, NC
Research Triangle Park, NC
Charleston, SC
JPMorgan Chase Bank, N.A., as Agent
September 21, 2011
Page 2 of 6
Documents to which it is party, and to perform its obligations thereunder; (vii) that the execution
and delivery by the Borrower of the Loan Documents and the performance by the Borrower of its
obligations thereunder will not violate any of the terms, conditions or provisions of any law or
regulation (other than any law or regulation of the State of North Carolina, the Delaware General
Corporation Law or federal law or regulation), order, writ, injunction or decree of any
governmental authority; and (viii) that if any party to any Loan Document other than the Borrower
seeks to enforce its rights thereunder, such enforcement shall occur only under circumstances which
are consistent with applicable law and provisions of the relevant Loan Document.
The opinions set forth herein are limited to matters governed by the laws of North Carolina,
the Delaware General Corporation Law and the federal laws of the United States, and no opinion is
expressed herein as to the laws of any other jurisdiction. We express no opinion concerning any
matter respecting or affected by any laws other than laws that a lawyer admitted to practice law in
North Carolina exercising customary professional diligence would reasonably recognize as being
directly applicable to the Borrower or the transactions contemplated in the Loan Documents. Without
limiting the generality of the foregoing, we express no opinion concerning the following legal
issues or the application of any such laws or regulations to the matters on which our opinions are
referenced:
(i) other than as expressly set forth in paragraph 8 below, federal and state
securities laws and regulations;
(ii) Federal Reserve Board margin regulations;
(iii) pension and employee benefit laws and regulations;
(iv) federal and state antitrust and unfair competition laws and regulations,
including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
(v) federal and state laws and regulations concerning document filing
requirements and notice;
(vi) compliance with fiduciary duty requirements;
(vii) the statutes, administrative decisions, and rules and regulations of county,
municipal and special political subdivisions, whether state-level, regional or otherwise;
(viii) fraudulent transfer laws;
(ix) federal and state environmental laws and regulations;
(x) federal and state tax laws and regulations;
(xi) federal and state land use and subdivision laws and regulations;
(xii) federal patent, copyright and trademark, state trademark, and other federal
and state intellectual property laws and regulations;
JPMorgan Chase Bank, N.A., as Agent
September 21, 2011
Page 3 of 6
(xiii) federal and state laws, regulations and policies concerning national and local
emergency;
(xiv) state and federal regulatory laws or regulations specifically applicable to any
entity solely because of the business in which it is engaged;
(xv) federal and state laws and regulations concerning the condition of title to any
property, the priority of any security interest or lien, or the perfection of a lien or
security interest in personal property; or
(xvi) laws, rules and regulations relating to money laundering and terrorist groups,
including without limitation the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot
Act”), Public Law 107-56, 115 Stat. 380 (October 26, 2001), as amended, Executive Order
13224, the Trading with the Enemy Act, 50 App. U.S.C. 1, et. seq., any similar or related
law and the rules and regulations (temporary or permanent) promulgated under the foregoing
or by the Office of Foreign Assets Control of the United States Department of Treasury, as
each is amended from time to time.
Based on the foregoing, and subject to the qualifications, assumptions and limitations set
forth herein, we are of the opinion that:
1. Based solely upon a good standing certificate issued by the Delaware Secretary of State,
the Borrower is a corporation in good standing under the laws of the State of Delaware.
2. The Borrower has adequate corporate power to execute, deliver and perform its obligations
under the Loan Documents.
3. The execution and delivery by the Borrower of the Loan Documents and the performance by it
of its agreements under such documents have been duly authorized by all requisite corporate action
on the part of the Borrower. The Borrower has duly executed and delivered the Loan Documents.
4. The Loan Documents provide that they shall be governed by, and construed in accordance
with, New York law. If, notwithstanding such choice of law provision, a North Carolina court were
to hold that any such Loan Document is governed by, and to be construed in accordance with, the
internal laws of the State of North Carolina, such Loan Document would be, under the internal laws
of the State of North Carolina, the valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms.
5. The execution and delivery by the Borrower of the Loan Documents, and the performance by
the Borrower of its agreements under such documents, do not (a) violate the Borrower’s certificate
of incorporation or bylaws, (b) violate any (i) North Carolina statute, rule or regulation, (ii)
the Delaware General Corporation Law or (iii) any federal law or regulation, in each case that a
lawyer admitted to practice law in North Carolina exercising customary professional diligence would
reasonably recognize as being directly applicable to the Borrower or the transactions contemplated
in the Loan Documents or (c) result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under the
JPMorgan Chase Bank, N.A., as Agent
September 21, 2011
Page 4 of 6
agreements set forth on Schedule II hereto or cause the creation of any security interest
or lien upon any of the property of the Borrower pursuant to any such agreements (except that we
express no opinion with respect to matters which require the performance of a mathematical
calculation or the making of a financial or accounting determination).
6. The Borrower is not required to obtain any consent, approval, authorization, or make any
filing (a) with, any United States federal or State of North Carolina governmental or regulatory
agency or (b) under the Delaware General Corporation Law, to authorize its execution and delivery
of, or to make valid and binding, the Loan Documents, except for those (i) obtained or made prior
to the date hereof and (ii) specified in the Loan Documents.
7. We do not represent the Borrower in any action, suit or proceeding before any court,
governmental agency or arbitrator, pending or overtly threatened in writing against the Borrower,
which seeks to affect the enforceability of any of the Loan Documents.
8. Based on the factual certifications in an officer’s certificate delivered to our firm in
connection with this letter, the Borrower is not required to register as an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.
The opinion set forth in paragraph 4 is subject to the following qualifications:
(a) enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws affecting the enforcement of
creditors’ rights generally;
(b) enforcement of the Loan Documents is subject both to general principles of equity
and to considerations of public policy, including the requirement that the parties thereto
act with commercial reasonableness and in good faith to the extent required by applicable
law, the application of which may deny certain rights and may be applied by a court of
proper jurisdiction, regardless of whether such enforceability is considered in a proceeding
in equity or at law. For purposes of this paragraph, the terms “general principles of
equity” and “considerations of public policy” may include, but are not limited to, issues
related to the right to or obligation of the appointment of a receiver in certain
circumstances; the ability of an entity to appoint an attorney-in-fact; fiduciary
obligations of attorneys-in-fact; the enforceability of usury savings clauses; the
enforceability of confessions of judgment; waiver of procedural, substantive, or
constitutional rights, including, without limitation, the right of statutory or equitable
redemption; disclaimers or limitations of liability; waiver of defenses; waiver of
acceleration rights through historical acceptance of late payments; the exercise of
self-help or other remedies without judicial process; accounting for rent or sale proceeds;
requirements of mitigation of damages; and enforcement of default interest provisions. Any
provision waiving a right to jury trial is unenforceable as against public policy pursuant
to N.C. Gen. Stat. § 22B-10;
(c) the enforceability and availability of certain remedies, rights and waiver
provisions may be limited or rendered ineffective by applicable law, although the inclusion
of such provisions does not affect the validity or lien of any Loan Document as a whole,
and subject to the other
JPMorgan Chase Bank, N.A., as Agent
September 21, 2011
Page 5 of 6
exceptions noted herein, there exist legally adequate remedies for the realization of the
principal benefits afforded thereby;
(d) we call to your attention that N.C. Gen. Stat. § 6-21.2 sets forth the procedures
and limitations applicable to the collection of attorneys’ fees and accordingly, any
provision in the Loan Documents relating to the ability to collect attorneys’ fees upon
default are subject to those limitations;
(e) we express no opinion as to the enforceability of any provision of the Loan
Documents denying the holder of any lien inferior to the liens created by the Loan
Documents the ability to require the Agent to marshal assets;
(f) we express no opinion as to the right to obtain a receiver, which determination is
subject to equitable principles;
(g) we express no opinion with respect to any provision of the Loan Documents
providing that the acceptance by the Agent of a past due installment or other performance
by a party shall not be deemed a waiver of its right to accelerate the loan or other
payment obligation. A North Carolina Court of Appeals has held that when the holder of a
promissory note regularly accepted late payments, such holder is deemed to have waived its
right to accelerate the debt because of late payments until it notifies the maker that
prompt payments are again required. Driftwood Manor Investors v. City Federal Savings &
Loan Association, 63 N.C. App. 459, 305 S.E. 2d 204 (1983);
(h) we express no opinion with respect to any provision of the Loan Documents which
requires that any amendments or waivers to the Loan Documents must be in writing;
(i) we express no opinion as to the enforceability of any provision of the Loan
Documents
which directs the application of sale proceeds other than as required by N.C. Gen. Stat. §
25-9-615;
(j) we express no opinion with respect to any consent to venue, jurisdiction or
service of
process provisions;
(k) we express no opinion with respect to any choice of law provision;
(1) we express no opinion with respect to any severability provision;
(m) we express no opinion with respect to any provision of the Loan Documents
purporting to require a party to pay or reimburse attorneys’ fees incurred by another party
or to indemnify another party therefor which may be limited by applicable law and public
policy;
(n) we express no opinion with respect to any waiver of the statute of limitations
contained in the Loan Documents;
(o) we express no opinion as to the enforceability of any provision in the Loan
Documents that purports to excuse a party for liability for its own acts;
JPMorgan Chase Bank, N.A., as Agent
September 21, 2011
Page 6 of 6
(p) we express no opinion as to the enforceability of any provision in the Loan
Documents that purports to make void any act done in contravention thereof;
(q) we express no opinion with respect to any provision purporting to prohibit,
restrict, or condition the assignment of rights to the extent such restriction on
assignability is governed by the Uniform Commercial Code;
(r) we express no opinion as to the enforceability of any provision in the Loan
Documents that purports to authorize a party to act in its sole discretion, that imposes
liquidated damages, penalties, late payment charges or an increase in interest rate after
default (in the event such late payment charges or increase in interest rate is deemed to
be a penalty or is otherwise contrary to public policy) or that relates to evidentiary
standards or other standards by which any of the Loan Documents is to be construed; and
(s) we express no opinion as to the enforceability of provisions of the Loan Documents
providing for the indemnification of or contribution to a party with respect to such
party’s own negligence or willful misconduct or where such indemnification or contribution
is otherwise contrary to public policy.
Our opinion is rendered solely in connection with the transactions contemplated under the Loan
Documents and may not be relied upon for any other purpose or in any manner by any person or entity
other than the addressees hereof, except that we hereby consent to reliance hereon by any future
assignee (collectively, the “Reliance Parties”) of your rights and obligations under the
Credit Agreement pursuant to an assignment that is made and consented to in accordance with the
express provisions of Section 8.06(a) of the Credit Agreement, on the condition and understanding
that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or
obligation to update this letter, to consider its applicability or correctness to any person other
than its addressee(s), or to take into account changes in law, facts or any other developments of
which we may later become aware, and (iii) any such reliance by a Reliance Party must be actual and
reasonable under the circumstances existing at the time of assignment, including any changes in
law, facts or any other developments known to or reasonably knowable by the Reliance Party at such
time.
No copies of this opinion may be delivered or furnished to any other party other than a
Reliance Party, nor may all or portions of this opinion be quoted, circulated or referred to in
any other document without our prior written consent, except that copies of this opinion may be
provided to any regulatory agency having supervisory authority over a Reliance Party and except
that this opinion may be used in connection with the assertion of a defense as to which this
opinion is relevant and necessary or in response to a court order or other legal process. The
opinions expressed in this letter are rendered as of the date hereof and we express no opinion as
to circumstances or events or change in applicable law that may occur subsequent to such date.
Very truly yours,
MOORE & VAN ALLEN PLLC
Schedule I
Lenders
JPMORGAN CHASE BANK, N.A.
CITIBANK, N.A.
BRANCH BANKING AND TRUST COMPANY
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK
BRANCH
WELLS FARGO BANK, NATIONAL ASSOCIATION
NORTH CAROLINA BANK AND TRUST
Schedule II
Reviewed Agreements
Supplemental Indenture, dated as of March 3, 1995, between the Borrower and Citibank, N.A. (as
successor to NationsBank of Georgia, National Association, the initial trustee)
5.00% Senior Notes due 2012
5.30% Senior Notes due 2015
5.00% Senior Notes due 2016
7.00% Senior Notes due 2019
Third Amended and Restated Promissory Note, dated as of June 16, 2010, by and between the Borrower
and Piedmont Coca-Cola Bottling Partnership
Amended and Restated Guaranty Agreement, effective as of July 15, 1993, made by the Borrower and
each of the other guarantor parties thereto in favor of Trust Company Bank and Teachers Insurance
and Annuity Association of America
Amended and Restated Guaranty Agreement, dated as of May 18, 2000, made by the Borrower in favor of
Wachovia Bank, N.A.
Guaranty Agreement, dated as of December 1, 2001, made by the Borrower in favor of Wachovia Bank,
N.A.
EXHIBIT D
COMPLIANCE CERTIFICATE
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To: |
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The Lenders parties to the
Credit Agreement Described Below |
This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of
September 21, 2011 (as amended, modified, renewed or extended from time to time, the “Agreement”)
among Coca-Cola Bottling Co. Consolidated, certain Lenders and JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in
this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected Chief Financial Officer of the Borrower;
2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and conditions of the Borrower and its
Subsidiaries during the accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes a Default or an Event of Default during or at
the end of the accounting period covered by the attached financial statements or as of the date of
this Certificate, except as set forth below; and
4. Schedule I attached hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Agreement, all of which data and computations
are true, complete and correct.
Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which the Borrower
has taken, is taking, or proposes to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in Schedule I hereto and the
financial statements delivered with this Certificate in support hereof, are made and delivered this
___ day of_________, 20_.
EXHIBIT E
LIST OF CLOSING DOCUMENTS
COCA-COLA BOTTLING CO. CONSOLIDATED
CREDIT FACILITIES
September 21, 2011
LIST OF CLOSING DOCUMENTS1
A. LOAN DOCUMENTS
1. |
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Credit Agreement (the “Credit Agreement”) by and among Coca-Cola Bottling Co.
Consolidated, a Delaware corporation (the “Borrower”), the institutions from time to
time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent for itself and the other Lenders (the “Administrative
Agent”), evidencing a revolving credit facility to the Borrower from the Lenders in an
initial aggregate principal amount of $200,000,000. |
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SCHEDULES
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Schedule I
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—
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Lenders and Commitments |
Schedule II
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—
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Existing Liens Securing Indebtedness of $5,000,000 or more |
Schedule III
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—
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Litigation |
Schedule IV
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—
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Subsidiaries |
Schedule V
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—
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Material Agreements |
Schedule VI
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—
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Permitted Investments |
Schedule VII
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—
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Contingent Obligations |
Schedule VIII
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—
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Permitted Subsidiary Indebtedness |
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EXHIBITS
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Exhibit A
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—
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Form of Notice of Borrowing |
Exhibit B
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—
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Form of Assignment and Acceptance |
Exhibit C
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—
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Form of Opinion of Special Counsel to the Borrower |
Exhibit D
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—
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Form of Compliance Certificate of the Borrower |
Exhibit E
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List of Closing Documents |
2. |
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Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a
note pursuant to Section 2.18(d) of the Credit Agreement. |
B. CORPORATE DOCUMENTS
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1 |
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Each capitalized term used herein and not
defined herein shall have the meaning assigned to such term in the
above-defined Credit Agreement. Items appearing in bold and italics shall be
prepared and/or provided by the Borrower and/or Borrower’s counsel. |
- 2 -
3. |
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Certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) that
there have been no changes in the Certificate of Incorporation or other charter document of
the Borrower, as attached thereto and as certified as of a recent date by the Secretary of
State of Delaware, since the date of the certification thereof by such Secretary of State,
(ii) the By-Laws or other applicable organizational document, as attached thereto, of the
Borrower as in effect on the date of such certification, (iii) resolutions of the Board of
Directors or other governing body of the Borrower authorizing the execution, delivery and
performance of each Loan Document to which it is a party, and (iv) the names and true
signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to
which it is a party, and authorized to request a Borrowing or the issuance of a Letter of
Credit under the Credit Agreement. |
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4. |
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Good Standing Certificate for the Borrower from the Secretary of State of Delaware. |
C. OPINION
5. |
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Opinion of Moore & Van Allen, PLLC, counsel for the Borrower. |
D. CLOSING CERTIFICATES AND MISCELLANEOUS
6. |
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A Certificate signed by the President, a Vice President or a Financial Officer of the
Borrower certifying the following: (i) all of the representations and warranties of the
Borrower set forth in Section 4.01 of the Credit Agreement are true and correct and (ii) no
Default or Event of Default has occurred and is then continuing. |
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7. |
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Termination Letter in respect of the Existing Credit Agreement. |