EXHIBIT 4.11
ASSIGNMENT AND RELEASE AGREEMENT
ASSIGNMENT AND RELEASE AGREEMENT, dated as of October 6, 1999 (this
"Agreement"), by and between THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED (the
"Assignor"), as Agent under the Credit Agreement (as defined below), and GENERAL
ELECTRIC CAPITAL CORPORATION (the "Assignee"), individually and in its capacity
as successor Agent.
WITNESSETH:
WHEREAS, the Assignor (i) has acted as Agent under that certain Loan
Agreement, dated as of November 20, 1995 (as amended, the "Credit Agreement"),
among Coca-Cola Bottling Co. Consolidated, the Assignor, as Agent, and the
banks, financial institutions and other entities party thereto;
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of
the date hereof (the "Assignment and Assumption"), the Assignee has acquired all
of the Loans and Commitments of the Assignor under the Credit Agreement;
WHEREAS, in connection with the acquisition by the Assignee of all the
Loans and Commitments of the Assignor under the Credit Agreement, the Assignor
will resign as Agent pursuant to Section 10.08 of the Credit Agreement, and the
Required Banks have informed the Assignor and the Assignee that they have
appointed the Assignee, effective as of the Assignment Effective Date (as
defined in the Assignment and Assumption) as the successor Agent under the
Credit Agreement pursuant to Section 10.08 thereof; and
WHEREAS, in connection with the resignation of the Assignor as Agent, the
Assignee has requested that the Assignor enter into this Agreement
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.
DEFINITIONS AND OTHER MATTERS
Section 1.1 Unless otherwise defined herein, terms which are defined in the
Credit Agreement and used herein shall have the meanings given to such terms in
the Credit Agreement.
Section 1.2 The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement and all section
references herein are to this Agreement unless otherwise specified.
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Section 1.3 All terms in this Agreement in the singular shall have
comparable meanings when used in the plural, and vice versa, unless otherwise
specified.
SECTION 2.
RESIGNATION OF AGENT
Section 2.1 Confirmation of Resignation. The Assignor hereby confirms its
resignation as Agent pursuant to Section 10.08 of the Credit Agreement,
effective as of the Assignment Effective Date.
Section 2.2 Confirmation of Appointment of Successor. The Assignor and the
Assignee hereby confirm the appointment by the Required Banks of the Assignee,
effective as of the Assignment Effective Date, to be successor Agent under the
Credit Agreement pursuant to Section 10.08 thereof.
Section 2.3 Acceptance by Successor. The Assignee hereby accepts its
appointment as successor Agent pursuant to Section 10.08 of the Credit
Agreement, effective as of the Assignment Effective Date.
SECTION 3.
EFFECTIVENESS OF AGREEMENT; MISCELLANEOUS
Section 3.1 Conditions. This Agreement shall be and become effective as of
the date first above written upon (i) execution and delivery of this Agreement
by each of the parties hereto and (ii) the occurrence of the Assignment
Effective Date.
Section 3.2 Headings. Headings used in this Agreement are for convenience
only and shall not affect the construction of this Agreement.
Section 3.3 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 3.4 Governing Law. The provisions of this Agreement shall be
governed by and construed in accordance with the law of the State of New York.
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Section 3.5 Counterparts. This Agreement may be executed via facsimile and
in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement or
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Deputy General Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
Title:
ACKNOWLEDGED AND AGREED TO BY:
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ Xxxxxxxx X. Deal, III
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Name: Xxxxxxxx X. Deal, III
Title: Vice President and Treasurer
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