Exhibit 4.6
WAIVER
THIS WAIVER (the "Waiver") with respect to the Credit Agreement
referred to below is made and entered into as of this 31st day of December, 2001
by and among COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation, as
Borrower (the "Borrower"), BANK OF AMERICA, N.A., as Administrative and
Syndication Agent (the "Agent") and the Banks listed on the signature pages
hereto (the "Banks").
Statement of Purpose
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I. The Borrower, the Agent and the Banks are parties to that certain
Amended and Restated Credit Agreement, dated as of December 21, 1995 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), pursuant to which the Banks have extended certain credit
facilities to the Borrower.
II. Coca-Cola Ventures, Inc., a Delaware corporation ("CCBCC Sub") is a
wholly-owned subsidiary of the Borrower. CCBCC Sub and Piedmont Partnership
Holding Company, a Delaware corporation and wholly-owned subsidiary of The
Coca-Cola Company ("KO Sub") are equal partners in Piedmont Coca-Cola Bottling
Partnership, a Delaware general partnership (the "Partnership"). The Borrower,
CCBCC Sub and KO Sub are pursuing a transaction pursuant to which CCBCC Sub
would purchase a 4.651% interest in the capital, profits and losses of the
Partnership from KO Sub (the "Purchase Transaction"). After the Purchase
Transaction, the interests of the Partnership will be held 54.651% by CCBCC Sub
and 45.349% by KO Sub, thereby causing the Partnership to fall within the
definition of "Subsidiary" contained in the Credit Agreement. It is anticipated
that the Purchase Transaction will close on January 2, 2002.
III. On December 7, 2001, the Borrower delivered to the Agent and the Banks
a certificate of the chief financial officer of the Borrower certifying that the
Purchase Transaction is permitted under Section 6.04 of the Credit Agreement,
including subsection (h) thereof as required by Section 6.04(h) of the Credit
Agreement (the "CFO Certificate").
IV. The Partnership is the borrower under that certain Loan Agreement,
dated May 28, 1996, among the Partnership and the banks party thereto (the
"Partnership Loan Agreement") pursuant to which the banks party to the
Partnership Loan Agreement have extended certain credit facilities to the
Partnership. The Borrower has requested that the Agent and the Banks agree to
waive certain requirements of Section 6.10 of the Credit Agreement in order to
permit the Indebtedness incurred by the Partnership under the Partnership Loan
Agreement (the "Partnership Indebtedness"). Subject to the terms and conditions
set forth below, the Agent and the Banks are willing to agree to such request.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Capitalized Terms. All capitalized terms used and not defined herein
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shall have the meanings given thereto in the Credit Agreement.
2. Acknowledgements. The Agent and the Banks hereby acknowledge receipt
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of the CFO Certificate and that the Borrower has complied with the requirements
of Section 6.04(h) of the Credit Agreement with respect to the Purchase
Transaction.
3. Waiver. The Banks hereby waive compliance by the Borrower and its
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Subsidiaries with Section 6.10 of the Credit Agreement solely with respect to
the Partnership Indebtedness.
4. No Event of Default. The Borrower hereby certifies that after giving
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effect to the waiver contemplated hereby, no Event of Default exists under the
Credit Agreement.
5. Effectiveness. Except for the waiver contemplated hereby, the Credit
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Agreement shall be and remain in full force and effect. The waiver granted
herein is specific and limited and shall not constitute a modification,
acceptance, consent or waiver of any other provision of or any default under the
Credit Agreement or any other document or instrument entered into in connection
therewith or a future modification, acceptance, consent or waiver of the
provisions set forth therein. This Waiver shall be effective upon receipt by the
Agent of a duly executed copy hereof by the Borrower, the Agent and the Required
Banks.
6. Counterparts. This Waiver may be executed in separate counterparts,
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each of which when executed and delivered is an original but all of which taken
together constitute one and the same instrument.
7. Fax Transmission. A facsimile, telecopy or other reproduction of this
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Waiver may be executed by one or more parties hereto, and an executed copy of
this Waiver may be delivered by one or more parties hereto by facsimile or
similar instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Waiver as well as any facsimile, telecopy or other reproduction hereof.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly
executed as of the date and year first above written.
[CORPORATE SEAL] COCA-COLA BOTTLING CO. CONSOLIDATED,
as Borrower
By: /s/ ▇▇▇▇▇▇▇▇ ▇. DEAL, III
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Name: ▇▇▇▇▇▇▇▇ ▇. Deal III
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Title: Vice-President and Treasurer
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[Signature Pages Continue]
BANK OF AMERICA, N.A.,
as Agent and Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
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[Signature Pages Continue]
CITIBANK, N.A., as Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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[Signature Pages Continue]
SUNTRUST BANK, ATLANTA, as Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Title: Assistant Vice President
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[Signature Pages Continue]
SOCIETE GENERALE, as Bank
By:
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Name:
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Title:
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[Signature Pages Continue]
KBC BANK N.V., as Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Title: First Vice President Vice President
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[Signature Pages Continue]
FIRST UNION NATIONAL BANK, as Bank
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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[Signature Pages Continue]
GE CAPITAL COMMERCIAL FINANCE,
as Bank
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇
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Name: C. ▇▇▇▇ ▇▇▇▇▇
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Title: Duly Authorized Signatory
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