Letter Amendment



 EXHIBIT 10.01 
  

					
			
	 


 north america
	  		  	 Gray D. Lindsey
 Senior Vice
President
 CCNA Business Development and System Economics


 July 12, 2007 
  

					
	 Coca-Cola Enterprises Inc.
 2500 Windy Ridge Parkway

 Atlanta, GA 30339-5677
	  	 Coca-Cola Bottling Company
 42 Overlea
Blvd.
 Toronto, Ontario M4H 1B8
	  	 

  

			
	Attn:	  	William W. Douglas III
		  	Senior Vice President and Chief Financial Officer
		  	Coca-Cola Enterprises Inc. and Coca-Cola Bottling Company
		
	Re:	  	Amendments to the U.S. and Canada Cold Drink Equipment
		  	Purchase Partnership Program Agreements
		  	

 Dear Bill: 
 The
purpose of this letter is to modify the letter agreement dated December 20, 2005 between The Coca-Cola Company (“TCCC”) and Coca-Cola Enterprises Inc. (“CCE”) setting forth the U.S. “1999-2010 Cold Drink Equipment
Purchase Partnership Program” (the “U.S. CAPPr Agreement”) and the letter agreement dated December 20, 2005 between Coca-Cola Ltd. (“CCL”) and the Coca-Cola Bottling Company (“CCBC”) setting forth the Canada
“1998-2010 Cold Drink Equipment Purchase Partnership Program” (the “Canada CAPPr Agreement”), both as modified and clarified by the letter agreement dated May 1, 2006 between us. As you and I have previously discussed, the
dynamic nature of the aforementioned Agreements requires us to periodically amend the terms for the mutual benefit of all parties involved. Based upon our discussions, the following items will amend the U.S. CAPPr Agreement and the Canada CAPPr
Agreement, effective January 1, 2007: 
  

	 	•	 	 The second paragraph on page 5 of both the U.S. CAPPr Agreement and the Canada CAPPr Agreement, which concerns the Expected Gross Profit for Energy Coolers, is
deleted. Instead, all Energy Coolers purchased under the Program will be included in the average minimum volume Reporting Requirements, herein revised to **** cases (288 ounce equivalents) of TCCC products per Alternative Credit per week for the
U.S. CAPPr Agreement and unchanged at **** cases (288 ounce equivalents) of TCCC products per Alternative Credit per week for the Canada CAPPr Agreement. 


  

	 	•	 	 The first paragraph on page 5 of the U.S. CAPPr Agreement, and the corresponding paragraph beginning at the bottom of page 4 of the Canada CAPPr Agreement, is
amended to eliminate the **** Manual “Alternative Credit” for Energy Coolers. Each Energy Cooler purchased after the effective date of this amendment will be equivalent to **** Manual credit. For calculation of the average minimum volume
through-put reporting requirement, Energy coolers purchased during years 2005-2006 would have the **** alternative credit equivalent. 




	****	Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. 









	•	 	 The Purchase Plans (as stated in Exhibit D of the U.S. CAPPr Agreement and Exhibit B of the Canada U.S. CAPPr Agreement) are updated for our actual purchases by
equipment type through December 31, 2006, and our current forecasts as of the date of this letter, as outlined in the following tables: 


 U.S. CAPPr Agreement 
 (Updated Exhibit D) 
  

																					
	 	 	 Annual
Venders
 **
	 	 Annual
 GF
 Venders
	 	 Annual
 Vender
 Credits
	 	 Annual
 Manuals
	 	 Annual
Energy
Coolers*
	 	 Annual
Manual
 Credits
	 	 Payment
 Systems
	 	 Payment
 System
 Credits
	 	 Total
 Annual
Credits
	 	 Cumulative
Credits

											
	 1998
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 1999
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2000
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2001
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2002
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2003
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2004
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2005
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2006
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2007
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2008
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2009
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2010
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	1,206,534

 Canada CAPPr Agreement 
 (Updated Exhibit B) 
  

																					
	 	 	 Annual
Venders
 **
	 	 Annual
 GF
 Venders
	 	 Annual
 Vender
 Credits
	 	 Annual
 Manuals
	 	 Annual
Energy
Coolers*
	 	 Annual
Manual
 Credits
	 	 Payment
 Systems
	 	 Payment
 System
 Credits
	 	 Total
 Annual
Credits
	 	 Cumulative
Credits

											
	 1998
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 1999
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2000
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2001
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2002
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2003
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2004
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2005
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2006
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2007
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2008
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2009
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	****
											
	 2010
	 	****	 	*****	 	****	 	****	 	****	 	****	 	****	 	****	 	****	 	236,305



	****	Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. 

  







 “Credits” reflect a single cold drink vender unit or single manual unit except where “Alternative
Credits” are provided in the Agreements or this amendment. With regard to “Payment Systems” (Vender Kits providing credit / debit card capability), **** such Payment Systems will be equivalent to **** Alternative Credit. 

 

	*	Prior to January 1, 2007, Energy Cooler purchases were equivalent to an Alternative Credit of ****. After January 1, 2007, Energy Cooler purchases will be equivalent to
****. 


	**	For year 2008, the Annual Venders amount of **** represents TCCC authorized Next Generation Venders with an equivalent of **** Alternative Credits. For years 2009-2010, CCE
anticipates continuing Next Generation Vender purchases contingent upon success of the 2008 program. 

 For additional clarification, the
following terms apply to both the U.S. CAPPr and Canada CAPPr Agreements: 
  

	 	•	 	 New cold drink equipment trademarked either Glaceau® or Fuze® that is purchased by either CCE or CCBC will earn credits toward the annual and cumulative
Alterative Credit requirement, based upon the credit per equipment type already outlined in the Agreements and any such equipment purchases will be included in the volume reporting requirement of **** cases (288 ounce equivalents) of TCCC products
per Alternative Credit per week for the U.S. CAPPr Agreement and **** cases (288 ounce equivalents) of TCCC products per Alternative Credit per week for the Canada CAPPr Agreement. 


  

	 	•	 	 Glaceau® and Fuze® products sold through existing CCE program cold drink equipment will be included in the average minimum volume reporting requirement of
**** cases (288 ounce equivalents) of TCCC products per Alternative Credit per week for the U.S. CAPPr Agreement and **** cases (288 ounce equivalents) of TCCC products per Alternative Credit per week for the Canada CAPPr Agreement.



 All capitalized terms used in this letter will have the meanings given to them in the CAPPr Agreements except as defined herein. Except
as specifically stated herein, this letter does not modify the terms of the CAPPr Agreements. If this accurately reflects our agreement and understanding, please sign where indicated below and return a signed copy to me. 
 Sincerely, 
  

									
	THE COCA-COLA COMPANY	  		 		 	
					
	By:	  	 /s/ GRAY D. LINDSEY
	  		 	Date:	 	July 12, 2007
		  	Gray D. Lindsey	  		 		 	
		  	Senior Vice President	  		 		 	
		  	CCNA Business Development and System Economics	  		 		 	



	****	Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. 









									
	COCA-COLA LTD.	  		 		 	
					
	By:	  	 /s/ VINCE TIMPANO
	  		 	Date:	 	July 12, 2007
				
	Accepted and Agreed to by	  		 		 	
				
	COCA-COLA ENTERPRISES INC.	  		 		 	
					
	By:	  	 /s/ WILLIAM W. DOUGLAS III
	  		 	Date:	 	July 12, 2007
		  	William W. Douglas III	  		 		 	
		  	Senior Vice President and Chief Financial Officer	  		 		 	
				
	COCA-COLA BOTTLING COMPANY	  		 		 	
					
	By:	  	 /s/ WILLIAM W. DOUGLAS III
	  		 	Date:	 	July 12, 2007
		  	William W. Douglas III	  		 		 	
		  	Senior Vice President and Chief Financial Officer	  		 		 	



	****	Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC.